UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
DATED: September 12, 2024
Commission File No. 001-33811
NAVIOS MARITIME PARTNERS L.P.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ |
|
Form 40-F ☐ |
NAVIOS MARITIME PARTNERS L.P.
FORM 6-K
TABLE OF CONTENTS
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Page |
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1 |
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21 |
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F-1 |
This report on Form 6-K is hereby incorporated by reference into the Navios Maritime Partners L.P. Registration Statement on Form F-3, File No. 333-271842.
Operating and Financial Review and Prospects
The following is a discussion of the financial condition and results of operations for the three and six month periods ended June 30, 2024 and 2023 of Navios Maritime Partners L.P. (referred to herein as “we”, “us”, “Company” or “Navios Partners”). All of the financial statements have been stated in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). You should read this section together with the consolidated financial statements and the accompanying notes included in Navios Partners’ 2023 annual report filed on Form 20-F on April 3, 2024 (the “Annual Report”) with the U.S. Securities and Exchange Commission (the “SEC”).
This report contains and will contain forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events, TCE rates (as defined herein), and Navios Partners’ expected cash flow generation, future contracted revenues, future distributions and its ability to make distributions going forward, opportunities to reinvest cash accretively in a fleet renewal program or otherwise, potential capital gains, its ability to take advantage of dislocation in the market and Navios Partners’ growth strategy and measures to implement such strategy, including expected vessel acquisitions and entering into further time charters and Navios Partners’ ability to refinance its debt on attractive terms, or at all. Words such as “may,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by Navios Partners at the time these statements were made. Although Navios Partners believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Partners. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, risks relating to: global and regional economic and political conditions including global economic activity, demand for seaborne transportation of the products we ship, the ability and willingness of charterers to fulfill their obligations to us and prevailing charter rates, the economic condition of the markets in which we operate, shipyards performing scrubber installations, construction of newbuilding vessels, drydocking and repairs, changing vessel crews and availability of financing, potential disruption of shipping routes due to accidents, wars, sanctions, diseases, pandemics, political events, piracy or acts by terrorists; uncertainty relating to global trade, including prices of seaborne commodities and continuing issues related to seaborne volume and ton miles, our continued ability to enter into long-term time charters, our ability to maximize the use of our vessels, expected demand in the dry and liquid cargo shipping sectors in general and the demand for our dry bulk, containerships and tanker vessels in particular, fluctuations in charter rates for dry bulk, containerships and tanker vessels, the aging of our fleet and resultant increases in operations costs, the loss of any customer or charter or vessel, the financial condition of our customers, changes in the availability and costs of funding due to conditions in the bank market, capital markets and other factors, fluctuation in interest rates and foreign exchange rates, increases in costs and expenses, including but not limited to: crew, insurance, provisions, port expenses, lube oil, bunkers, repairs, maintenance and general and administrative expenses, the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business, general domestic and international political conditions, competitive factors in the market in which Navios Partners operates; risks associated with operations outside the United States; and other factors listed from time to time in Navios Partners’ filings with the SEC, including its Form 20-F and Form 6-K.
1
Navios Partners expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Partners’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Navios Partners makes no prediction or statement about the performance of its common units.
Recent Developments
In July 2024, Navios Partners took delivery of the Zim Falcon and the Zim Pelican, two 2024-built 5,300 TEU Containerships from an unrelated third party.
In July and August 2024, Navios Partners agreed to sell two 2009-built MR2 Product Tanker vessels of 50,542 dwt and 50,470 dwt, respectively, a 2005-built Post-Panamax vessel of 87,052 dwt and a 2006-built Kamsarmax vessel of 82,790 dwt, to unrelated third parties, for aggregate gross sale proceeds of $78.5 million. The sale of the 2005-built Post-Panamax vessel of 87,052 dwt was completed on August 26, 2024 and the sales of the remaining three vessels are expected to be completed during the second half of 2024.
In July and September 2024, Navios Partners acquired from unrelated third parties, the Navios Citrine, a previously chartered-in 2017-built Kamsarmax vessel of 81,626 dwt, the Navios Dolphin, a previously chartered-in 2017-built Kamsarmax vessel of 81,630 dwt and the Navios Amber, a previously chartered-in 2015-built Kamsarmax vessel of 80,994 dwt, for an aggregate purchase price of $88.0 million.
In August 2024, Navios Partners took delivery of the Nave Polaris, a 2024-built Aframax/LR2 vessel of 115,699 dwt and the Zim Seagull, a 2024-built 5,300 TEU Containership from unrelated third parties.
In August 2024, Navios Partners renewed its management agreements (the “Master Management Agreement”) and its administrative services agreement (the “Renewed Administrative Services Agreement,” together with the Master Management Agreement, the “Agreements”) with Navios Shipmanagement Inc. and its affiliates (the “Manager”) which are entities affiliated with the Navios Partners’ Chairwoman and Chief Executive Officer commencing January 1, 2025, for a term of ten years, renewing annually. The Conflicts Committee of the Board of Directors, consisting of independent directors, negotiated and approved the Agreements with the advice of Watson Farley & Williams LLP as legal advisor and KPMG Advisors Single Member S.A. (a member firm of the KPMG global organization of independent member firms) as financial advisor. The Renewed Administrative Services Agreement provides for reimbursement of allocable general and administrative costs. The Master Management Agreement provides for technical and commercial management and related specialized services based on fee structure, including: (i) a technical management fee of $950 per day per owned vessel; (ii) a commercial management fee of 1.25% on revenues; (iii) an S&P fee of 1% on purchase or sales price; and (iv) fees for other specialized services (e.g. supervision of newbuilding vessels). Fixed fees will be adjusted annually for United States Consumer Price Index. The Master Management Agreement also allows for fixed incentive awards if equity returns exceed certain thresholds, as identified in such agreement, upon the unanimous consent of the Board of Directors of Navios Partners. The Agreements provide for payment of a termination fee, which termination fee for the Master Management Agreement is equal to the net present value of the technical and commercial management fees charged for the most recent calendar year for the number of years remaining for the Master Management Agreement, using a 6% discount rate and such termination fee for the Renewed Administrative Services Agreement is equal to the costs charged for the most recent calendar year, each as set forth in the latest audited annual financial statements.
Overview
We are an international owner and operator of dry cargo and tanker vessels that was formed in August 2007 by Navios Holdings. We have been a public company since November 2007.
As of September 4, 2024, there were outstanding 29,937,815 common units and 622,296 general partnership units. Angeliki Frangou, our Chief Executive Officer and Chairwoman beneficially owns an approximately 16.8% common interest of the total outstanding common units including 4,672,314 common units held through four entities affiliated with her. An entity affiliated with Angeliki Frangou beneficially owns 622,296 general partnerships units, representing an approximately 2.0% ownership interest in Navios Partners based on all outstanding common units and general partnership units.
In July 2022, the Board of Directors of Navios Partners authorized a common unit repurchase program for up to $100.0 million of Navios Partners’ common units. Common unit repurchases will be made from time to time for cash in open market transactions at prevailing market prices or in privately negotiated transactions. The timing and amount of repurchases under the program will be determined by Navios Partners’ management based upon market conditions and financial and other considerations, including working capital and planned or anticipated growth opportunities. The program does not require any minimum repurchase or any specific number of common units and may be suspended or reinstated at any time in the Navios Partners’ discretion and without notice.
2
The Board of Directors will review the program periodically. As of September 4, 2024, Navios Partners had repurchased 246,573 common units, for a total cost of approximately $12.2 million.
Fleet
Navios Partners’ fleet consists of 74 dry bulk vessels, 48 containerships and 56 tanker vessels, including 20 newbuilding tankers (14 Aframax/LR2 and six MR2 product tanker chartered-in vessels under bareboat contracts), that are expected to be delivered through the first half of 2028, and seven newbuilding containerships (three 5,300 TEU containerships, two 7,700 TEU containerships and two 7,900 TEU containerships), that are expected to be delivered through 2026. The fleet excludes two MR2 product tankers and one Kamsarmax that have been agreed to be sold.
We generate revenues by charging our customers for the use of our vessels to transport their dry cargo commodities, containers, crude oil and/or refined petroleum products. In general, the vessels in our fleet are chartered-out under time charters, which range in length from one to 12 years at inception. From time to time, we operate vessels in the spot market until the vessels have been chartered out under short, medium and long-term charters.
3
The following table provides summary information about our fleet as of September 5, 2024: |
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Owned Drybulk Vessels |
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Type |
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Built |
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Capacity |
|
Charter-Out |
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Index(2) |
|
Expiration |
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Navios Vega |
|
Transhipper |
|
2009 |
|
|
57,573 |
|
|
|
$ |
25,800 |
|
|
|
No |
|
Jan-29 |
Navios Christine B |
|
Ultra-Handymax |
|
2009 |
|
|
58,058 |
|
|
|
|
— |
|
|
|
99.0% average BSI 58 10TC |
|
Oct-24 |
Navios Celestial |
|
Ultra-Handymax |
|
2009 |
|
|
58,063 |
|
|
|
|
— |
|
|
|
100% average BSI 58 10TC |
|
Apr-25 |
Navios La Paix |
|
Ultra-Handymax |
|
2014 |
|
|
61,485 |
|
|
|
|
— |
|
|
|
111.0% average BSI 58 10TC |
|
Apr-26 |
N Amalthia |
|
Panamax |
|
2006 |
|
|
75,318 |
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|
|
|
— |
|
|
|
90.0% average BPI 82 |
|
Apr-25 |
Navios Hope |
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Panamax |
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2005 |
|
|
75,397 |
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|
|
|
— |
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|
|
100.0% average BPI 82 less $1,283 |
|
Mar-25 |
Navios Sagittarius (5) |
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Panamax |
|
2006 |
|
|
75,756 |
|
|
|
|
— |
|
|
|
100.0% average BPI 82 less $1,286 |
|
Nov-24 |
Navios Taurus |
|
Panamax |
|
2005 |
|
|
76,596 |
|
|
|
$ |
9,975 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
$ |
10,450 |
|
|
|
No |
|
Oct-24 |
|
Navios Galileo |
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Panamax |
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2006 |
|
|
76,596 |
|
|
|
$ |
13,775 |
|
|
|
No |
|
Dec-24 |
Navios Sun |
|
Panamax |
|
2005 |
|
|
76,619 |
|
|
|
|
— |
|
|
|
100.0% average BPI 82 less $1,286 |
|
Dec-24 |
Navios Asteriks (23) |
|
Panamax |
|
2005 |
|
|
76,801 |
|
|
|
|
— |
|
|
|
100.0% average BPI 82 less $1,286 |
|
Oct-24 |
Navios Helios |
|
Panamax |
|
2005 |
|
|
77,075 |
|
|
|
|
— |
|
|
|
100.0% average BPI 82 less $1,283 |
|
Jun-25 |
Navios Victory |
|
Panamax |
|
2014 |
|
|
77,095 |
|
|
|
|
— |
|
|
|
96.0% average BPI 82 |
|
Dec-25 |
Unity N |
|
Panamax |
|
2011 |
|
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79,642 |
|
|
|
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— |
|
|
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89.0% average BPI 82 |
|
Dec-25 |
Odysseus N |
|
Panamax |
|
2011 |
|
|
79,642 |
|
|
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$ |
14,250 |
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|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
90.0% average BPI 82 |
|
Jul-25 |
|
Rainbow N |
|
Panamax |
|
2011 |
|
|
79,642 |
|
|
|
$ |
13,775 |
|
|
|
No |
|
Nov-24 |
Navios Avior |
|
Kamsarmax |
|
2012 |
|
|
81,355 |
|
|
|
|
— |
|
|
|
100.0% average BPI 82 |
|
Jan-25 |
Navios Centaurus |
|
Kamsarmax |
|
2012 |
|
|
81,472 |
|
|
|
|
— |
|
|
|
101.0% average BPI 82 |
|
Nov-24 |
Navios Amber |
|
Kamsarmax |
|
2015 |
|
|
80,994 |
|
|
|
$ |
17,290 |
|
|
|
No |
|
Apr-26 |
Navios Horizon I (23) |
|
Kamsarmax |
|
2019 |
|
|
81,692 |
|
|
|
$ |
18,786 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
110.0% average BPI 82 |
|
Apr-25 |
|
Navios Galaxy II (6) |
|
Kamsarmax |
|
2020 |
|
|
81,789 |
|
|
|
$ |
18,421 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
112.5% average BPI 82 |
|
Dec-24 |
|
Navios Uranus (6) |
|
Kamsarmax |
|
2019 |
|
|
81,821 |
|
|
|
$ |
18,806 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
112.0% average BPI 82 |
|
Apr-26 |
|
Navios Felicity I (6) |
|
Kamsarmax |
|
2020 |
|
|
81,962 |
|
|
|
$ |
18,699 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
$ |
18,425 |
|
|
|
No |
|
Dec-24 |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
114.0% average BPI 82 |
|
Jan-25 |
|
Navios Primavera (5) |
|
Kamsarmax |
|
2022 |
|
|
82,003 |
|
|
|
|
— |
|
|
|
115.0% average BPI 82 |
|
Nov-24 |
Navios Meridian (5) |
|
Kamsarmax |
|
2023 |
|
|
82,010 |
|
|
|
$ |
17,650 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
115.5% average BPI 82 |
|
Nov-24 |
|
Navios Herakles I (6) |
|
Kamsarmax |
|
2019 |
|
|
82,036 |
|
|
|
$ |
19,016 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
113.5% average BPI 82 |
|
Nov-24 |
|
Navios Magellan II (6) |
|
Kamsarmax |
|
2020 |
|
|
82,037 |
|
|
|
$ |
17,934 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
112.0% average BPI 82 |
|
Nov-24 |
|
Navios Sky (5) |
|
Kamsarmax |
|
2015 |
|
|
82,056 |
|
|
|
|
— |
|
|
|
105.0 % average BPI 82 |
|
Sep-24 |
Navios Harmony (15) |
|
Kamsarmax |
|
2006 |
|
|
82,790 |
|
|
|
$ |
15,400 |
|
|
|
No |
|
Oct-24 |
Navios Alegria (23) |
|
Kamsarmax |
|
2016 |
|
|
84,852 |
|
|
|
$ |
14,197 |
|
|
|
No |
|
Oct-24 |
Navios Sphera |
|
Kamsarmax |
|
2016 |
|
|
84,872 |
|
|
|
$ |
18,831 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
110.0% of average BPI 82 |
|
Oct-25 |
|
Navios Coral |
|
Kamsarmax |
|
2016 |
|
|
84,904 |
|
|
|
$ |
19,096 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
110.0% average BPI 82 |
|
Nov-24 |
|
Navios Citrine |
|
Kamsarmax |
|
2017 |
|
|
81,626 |
|
|
|
|
— |
|
|
|
110.0% average BPI 82 |
|
Nov-24 |
Navios Dolphin |
|
Kamsarmax |
|
2017 |
|
|
81,630 |
|
|
|
$ |
14,013 |
|
|
|
No |
|
Jan-25 |
|
|
|
|
|
|
|
|
|
|
$ |
15,200 |
|
|
|
No |
|
Dec-25 |
4
Copernicus N |
|
Post-Panamax |
|
2010 |
|
|
93,062 |
|
|
|
$ |
12,208 |
|
|
|
No |
|
Sep-24 |
Navios Stellar (5) |
|
Capesize |
|
2009 |
|
|
169,001 |
|
|
|
|
— |
|
|
|
97.0% average BCI 5TC |
|
Jun-26 |
Navios Aurora II |
|
Capesize |
|
2009 |
|
|
169,031 |
|
|
|
|
— |
|
|
|
99.0% average BCI 5TC |
|
Jan-25 |
Navios Antares (5) |
|
Capesize |
|
2010 |
|
|
169,059 |
|
|
|
|
— |
|
|
|
100.0% average BCI 5TC |
|
Feb-25 |
Navios Symphony |
|
Capesize |
|
2010 |
|
|
178,132 |
|
|
|
|
— |
|
|
|
102.75% average BCI 5TC |
|
Apr-26 |
Navios Ace (5) |
|
Capesize |
|
2011 |
|
|
179,016 |
|
|
|
$ |
25,472 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
107.25% average BCI 5TC |
|
Feb-25 |
|
Navios Melodia |
|
Capesize |
|
2010 |
|
|
179,132 |
|
|
|
|
— |
|
|
|
104.0% average BCI 5TC |
|
Apr-26 |
Navios Luz |
|
Capesize |
|
2010 |
|
|
179,144 |
|
|
|
|
— |
|
|
|
105.5% average BCI 5TC |
|
Oct-25 |
Navios Altamira |
|
Capesize |
|
2011 |
|
|
179,165 |
|
|
|
$ |
25,514 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
107.0% average BCI 5TC |
|
Mar-25 |
|
Navios Azimuth (23) |
|
Capesize |
|
2011 |
|
|
179,169 |
|
|
|
$ |
24,115 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
105.0% average BCI 5TC |
|
Feb-25 |
|
Navios Etoile |
|
Capesize |
|
2010 |
|
|
179,234 |
|
|
|
$ |
23,940 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
105.0% average BCI 5TC |
|
Feb-25 |
|
Navios Buena Ventura |
|
Capesize |
|
2010 |
|
|
179,259 |
|
|
|
$ |
23,342 |
|
|
|
No |
|
Dec-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
105.0% average BCI 5TC |
|
Feb-25 |
|
Navios Bonheur |
|
Capesize |
|
2010 |
|
|
179,259 |
|
|
|
|
— |
|
|
|
104.0% average BCI 5TC |
|
Jan-25 |
Navios Fulvia |
|
Capesize |
|
2010 |
|
|
179,263 |
|
|
|
$ |
26,184 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
105.0% average BCI 5TC |
|
Feb-25 |
|
Navios Aster |
|
Capesize |
|
2010 |
|
|
179,314 |
|
|
|
$ |
23,495 |
|
|
|
No |
|
Dec-24 |
Navios Ray (5) |
|
Capesize |
|
2012 |
|
|
179,515 |
|
|
|
$ |
24,040 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
$ |
27,731 |
|
|
|
No |
|
Dec-24 |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
105.0% average BCI 5TC |
|
Jan-25 |
|
Navios Happiness |
|
Capesize |
|
2009 |
|
|
180,022 |
|
|
|
$ |
22,626 |
|
|
|
No |
|
Dec-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
109.0% average BCI 5TC |
|
Apr-25 |
|
Navios Bonavis (5) |
|
Capesize |
|
2009 |
|
|
180,022 |
|
|
|
|
— |
|
|
|
103.0% average BCI 5TC |
|
Apr-26 |
Navios Phoenix (5) |
|
Capesize |
|
2009 |
|
|
180,242 |
|
|
|
$ |
22,765 |
|
|
|
No |
|
Dec-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
100.0% average BCI |
|
Aug-26 |
|
Navios Fantastiks (5) |
|
Capesize |
|
2005 |
|
|
180,265 |
|
|
|
$ |
17,575 |
|
|
|
No |
|
Jun-26 |
Navios Sol (5) |
|
Capesize |
|
2009 |
|
|
180,274 |
|
|
|
|
— |
|
|
|
108.0% average BCI 5TC |
|
Jun-26 |
Navios Canary (23) |
|
Capesize |
|
2015 |
|
|
180,528 |
|
|
|
$ |
29,213 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
125.0% average BCI 5TC |
|
Jan-25 |
|
Navios Lumen (5) |
|
Capesize |
|
2009 |
|
|
180,661 |
|
|
|
$ |
26,031 |
|
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
$ |
28,397 |
|
|
|
No |
|
Dec-24 |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
106.0% average BCI 5TC |
|
Jul-26 |
|
Navios Pollux (5) |
|
Capesize |
|
2009 |
|
|
180,727 |
|
|
|
|
— |
|
|
|
102.5% average BCI 5TC |
|
Apr-25 |
Navios Felix (23) |
|
Capesize |
|
2016 |
|
|
181,221 |
|
|
|
$ |
28,500 |
|
(20) |
|
No |
|
Jan-27 |
Navios Corali (23) |
|
Capesize |
|
2015 |
|
|
181,249 |
|
|
|
$ |
21,779 |
|
|
|
No |
|
Dec-24 |
Navios Mars |
|
Capesize |
|
2016 |
|
|
181,259 |
|
|
|
$ |
30,278 |
|
|
|
No |
|
Dec-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
128.0% average BCI 5TC |
|
Feb-25 |
|
Navios Gem |
|
Capesize |
|
2014 |
|
|
181,336 |
|
|
|
$ |
31,634 |
|
|
|
No |
|
Dec-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
125.0% average BCI 5TC |
|
Apr-26 |
|
Navios Joy |
|
Capesize |
|
2013 |
|
|
181,389 |
|
|
|
|
— |
|
|
|
Freight Voyages |
|
Aug-25 |
Navios Koyo |
|
Capesize |
|
2011 |
|
|
181,415 |
|
|
|
$ |
28,500 |
|
|
|
No |
|
Dec-24 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
118.0% average BCI 5TC |
|
Jan-26 |
|
Navios Azalea (6) |
|
Capesize |
|
2022 |
|
|
182,064 |
|
|
|
$ |
19,950 |
|
|
|
No |
|
Nov-27 |
Navios Armonia (6) |
|
Capesize |
|
2022 |
|
|
182,079 |
|
|
|
$ |
20,750 |
|
|
|
No |
|
Sep-27 |
Navios Altair (6) |
|
Capesize |
|
2023 |
|
|
182,115 |
|
|
|
$ |
19,600 |
|
|
|
No |
|
Nov-27 |
Navios Sakura (6) |
|
Capesize |
|
2023 |
|
|
182,169 |
|
|
|
$ |
19,550 |
|
|
|
No |
|
Mar-28 |
Navios Amethyst (6) |
|
Capesize |
|
2023 |
|
|
182,212 |
|
|
|
$ |
19,550 |
|
|
|
No |
|
Feb-28 |
Navios Astra (14) |
|
Capesize |
|
2022 |
|
|
182,393 |
|
|
|
$ |
21,000 |
|
|
|
No |
|
Aug-27 |
5
Owned Containerships |
|
Capacity |
|
Built |
|
Charter-Out |
|
|
Index(2) |
|
Expiration |
||||
Spectrum N |
|
|
2,546 |
|
|
|
2009 |
|
$ |
36,538 |
|
|
No |
|
Mar-25 |
Protostar N |
|
|
2,741 |
|
|
|
2007 |
|
$ |
11,700 |
|
|
No |
|
Aug-25 |
Fleur N |
|
|
2,782 |
|
|
|
2012 |
|
$ |
19,009 |
|
|
No |
|
May-26 |
Ete N |
|
|
2,782 |
|
|
|
2012 |
|
$ |
19,009 |
|
|
No |
|
May-26 |
Navios Summer (5) |
|
|
3,450 |
|
|
|
2006 |
|
$ |
30,320 |
|
|
No |
|
May-25 |
|
|
|
|
|
|
|
|
$ |
20,845 |
|
|
No |
|
May-26 |
|
|
|
|
|
|
|
|
|
$ |
34,110 |
|
|
No |
|
Jul-26 |
|
Navios Verano (5) |
|
|
3,450 |
|
|
|
2006 |
|
$ |
18,818 |
|
|
No |
|
Apr-26 |
Matson Lanai (5) |
|
|
4,250 |
|
|
|
2007 |
|
$ |
55,794 |
|
|
No |
|
Jul-25 |
Navios Verde (5) |
|
|
4,250 |
|
|
|
2007 |
|
$ |
21,725 |
|
|
No |
|
Apr-25 |
Navios Amarillo (5) |
|
|
4,250 |
|
|
|
2007 |
|
$ |
63,956 |
|
|
No |
|
Jan-25 |
|
|
|
|
|
|
|
|
$ |
28,425 |
|
|
No |
|
Jan-26 |
|
|
|
|
|
|
|
|
|
$ |
9,475 |
|
|
No |
|
Jan-28 |
|
Navios Vermilion (5) |
|
|
4,250 |
|
|
|
2007 |
|
$ |
23,972 |
|
|
No |
|
Nov-24 |
|
|
|
|
|
|
|
|
$ |
28,763 |
|
|
No |
|
Mar-27 |
|
Navios Azure |
|
|
4,250 |
|
|
|
2007 |
|
$ |
20,748 |
|
|
No |
|
Apr-26 |
Navios Indigo (5) |
|
|
4,250 |
|
|
|
2007 |
|
$ |
34,125 |
|
|
No |
|
Apr-25 |
|
|
|
|
|
|
|
|
$ |
24,375 |
|
|
No |
|
Apr-26 |
|
|
|
|
|
|
|
|
|
$ |
41,438 |
|
|
No |
|
Aug-26 |
|
Navios Domino (5) |
|
|
4,250 |
|
|
|
2008 |
|
$ |
23,453 |
|
|
No |
|
Sep-25 |
Matson Oahu (5) |
|
|
4,250 |
|
|
|
2008 |
|
$ |
19,701 |
|
|
No |
|
Oct-24 |
Navios Tempo |
|
|
4,250 |
|
|
|
2009 |
|
$ |
44,438 |
|
|
No |
|
Sep-25 |
Navios Destiny (5) |
|
|
4,250 |
|
|
|
2009 |
|
$ |
23,972 |
|
|
No |
|
Oct-24 |
|
|
|
|
|
|
|
|
$ |
28,763 |
|
|
No |
|
Feb-27 |
|
Navios Devotion (5) |
|
|
4,250 |
|
|
|
2009 |
|
$ |
34,125 |
|
|
No |
|
Mar-25 |
|
|
|
|
|
|
|
|
$ |
24,375 |
|
|
No |
|
Mar-26 |
|
|
|
|
|
|
|
|
|
$ |
41,438 |
|
|
No |
|
Jul-26 |
|
Navios Lapis |
|
|
4,250 |
|
|
|
2009 |
|
$ |
25,000 |
|
|
No |
|
Jun-26 |
Navios Dorado |
|
|
4,250 |
|
|
|
2010 |
|
$ |
21,676 |
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
$ |
24,441 |
|
|
No |
|
May-26 |
|
Carmel I |
|
|
4,360 |
|
|
|
2010 |
|
$ |
32,689 |
|
|
No |
|
Apr-25 |
|
|
|
|
|
|
|
|
$ |
23,214 |
|
|
No |
|
Apr-26 |
|
|
|
|
|
|
|
|
|
$ |
39,795 |
|
|
No |
|
Jun-26 |
|
Zim Baltimore |
|
|
4,360 |
|
|
|
2010 |
|
$ |
34,125 |
|
|
No |
|
Jan-25 |
|
|
|
|
|
|
|
|
$ |
24,375 |
|
|
No |
|
Jan-26 |
|
|
|
|
|
|
|
|
|
$ |
41,438 |
|
|
No |
|
May-26 |
|
Navios Bahamas |
|
|
4,360 |
|
|
|
2010 |
|
$ |
48,000 |
|
|
No |
|
Apr-25 |
|
|
|
|
|
|
|
|
$ |
22,500 |
|
|
No |
|
Jun-27 |
|
Navios Miami |
|
|
4,563 |
|
|
|
2009 |
|
$ |
23,972 |
|
|
No |
|
Oct-24 |
|
|
|
|
|
|
|
|
$ |
28,763 |
|
|
No |
|
Feb-27 |
|
Navios Magnolia |
|
|
4,730 |
|
|
|
2008 |
|
$ |
23,972 |
|
|
No |
|
Oct-24 |
|
|
|
|
|
|
|
|
$ |
28,763 |
|
|
No |
|
Feb-26 |
|
Navios Jasmine |
|
|
4,730 |
|
|
|
2008 |
|
$ |
48,000 |
|
|
No |
|
Mar-25 |
|
|
|
|
|
|
|
|
$ |
22,500 |
|
|
No |
|
May-27 |
|
Navios Chrysalis |
|
|
4,730 |
|
|
|
2008 |
|
$ |
23,453 |
|
|
No |
|
Jun-25 |
Navios Nerine |
|
|
4,730 |
|
|
|
2008 |
|
$ |
23,972 |
|
|
No |
|
Sep-24 |
|
|
|
|
|
|
|
|
$ |
28,763 |
|
|
No |
|
Aug-26 |
|
Sparrow |
|
|
5,300 |
|
|
|
2023 |
|
$ |
42,900 |
|
|
No |
|
Nov-24 |
|
|
|
|
|
|
|
|
$ |
39,000 |
|
|
No |
|
Nov-25 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Nov-26 |
|
|
|
|
|
|
|
|
|
$ |
35,100 |
|
|
No |
|
Nov-27 |
|
|
|
|
|
|
|
|
|
$ |
31,200 |
|
|
No |
|
Nov-28 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Jan-29 |
|
Zim Eagle |
|
|
5,300 |
|
|
|
2024 |
|
$ |
42,900 |
|
|
No |
|
Jan-25 |
|
|
|
|
|
|
|
|
$ |
39,000 |
|
|
No |
|
Jan-26 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Jan-27 |
|
|
|
|
|
|
|
|
|
$ |
35,100 |
|
|
No |
|
Jan-28 |
|
|
|
|
|
|
|
|
|
$ |
31,200 |
|
|
No |
|
Jan-29 |
6
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Mar-29 |
|
Zim Condor |
|
|
5,300 |
|
|
|
2024 |
|
$ |
42,900 |
|
|
No |
|
Apr-25 |
|
|
|
|
|
|
|
|
$ |
39,000 |
|
|
No |
|
Apr-26 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Apr-27 |
|
|
|
|
|
|
|
|
|
$ |
35,100 |
|
|
No |
|
Apr-28 |
|
|
|
|
|
|
|
|
|
$ |
31,200 |
|
|
No |
|
Apr-29 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Jun-29 |
|
Zim Hawk |
|
|
5,300 |
|
|
|
2024 |
|
$ |
42,900 |
|
|
No |
|
Jun-25 |
|
|
|
|
|
|
|
|
$ |
39,000 |
|
|
No |
|
Jun-26 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Jun-27 |
|
|
|
|
|
|
|
|
|
$ |
35,100 |
|
|
No |
|
Jun-28 |
|
|
|
|
|
|
|
|
|
$ |
31,200 |
|
|
No |
|
Jun-29 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Aug-29 |
|
Zim Falcon |
|
|
5,300 |
|
|
|
2024 |
|
$ |
42,900 |
|
|
No |
|
Jul-25 |
|
|
|
|
|
|
|
|
$ |
39,000 |
|
|
No |
|
Jul-26 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Jul-27 |
|
|
|
|
|
|
|
|
|
$ |
35,100 |
|
|
No |
|
Jul-28 |
|
|
|
|
|
|
|
|
|
$ |
31,200 |
|
|
No |
|
Jul-29 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Sep-29 |
|
Zim Pelican |
|
|
5,300 |
|
|
|
2024 |
|
$ |
42,900 |
|
|
No |
|
Jul-25 |
|
|
|
|
|
|
|
|
$ |
39,000 |
|
|
No |
|
Jul-26 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Jul-27 |
|
|
|
|
|
|
|
|
|
$ |
35,100 |
|
|
No |
|
Jul-28 |
|
|
|
|
|
|
|
|
|
$ |
31,200 |
|
|
No |
|
Jul-29 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Sep-29 |
|
Zim Seagull (23) |
|
|
5,300 |
|
|
|
2024 |
|
$ |
42,900 |
|
|
No |
|
Aug-25 |
|
|
|
|
|
|
|
|
$ |
39,000 |
|
|
No |
|
Aug-26 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Aug-27 |
|
|
|
|
|
|
|
|
|
$ |
35,100 |
|
|
No |
|
Aug-28 |
|
|
|
|
|
|
|
|
|
$ |
31,200 |
|
|
No |
|
Aug-29 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
No |
|
Oct-29 |
|
Hyundai Shanghai |
|
|
6,800 |
|
|
|
2006 |
|
$ |
21,083 |
|
|
No |
|
Aug-29 |
Hyundai Tokyo |
|
|
6,800 |
|
|
|
2006 |
|
$ |
21,083 |
|
|
No |
|
Dec-28 |
Hyundai Hongkong |
|
|
6,800 |
|
|
|
2006 |
|
$ |
21,083 |
|
|
No |
|
Dec-28 |
Hyundai Singapore |
|
|
6,800 |
|
|
|
2006 |
|
$ |
21,083 |
|
|
No |
|
Dec-28 |
Hyundai Busan |
|
|
6,800 |
|
|
|
2006 |
|
$ |
21,083 |
|
|
No |
|
Aug-29 |
Navios Unison (5) |
|
|
10,000 |
|
|
|
2010 |
|
$ |
26,276 |
|
|
No |
|
Jun-26 |
Navios Constellation (5) |
|
|
10,000 |
|
|
|
2011 |
|
$ |
26,276 |
|
|
No |
|
Jun-26 |
7
Owned Tanker Vessels |
|
Type |
|
Built |
|
Capacity |
|
Charter-Out |
|
|
|
Profit Sharing |
|
Expiration |
||||
Hector N |
|
MR1 Product Tanker |
|
2008 |
|
|
38,402 |
|
|
|
$ |
20,738 |
|
|
|
No |
|
Dec-25 |
Nave Aquila (5) |
|
MR2 Product Tanker |
|
2012 |
|
|
49,991 |
|
|
|
$ |
27,156 |
|
|
|
No |
|
Aug-26 |
Nave Atria (5) |
|
MR2 Product Tanker |
|
2012 |
|
|
49,992 |
|
|
|
$ |
14,887 |
|
|
|
No |
|
Mar-25 |
Nave Capella |
|
MR2 Product Tanker |
|
2013 |
|
|
49,995 |
|
|
|
$ |
22,138 |
|
|
|
No |
|
Jan-25 |
Nave Alderamin |
|
MR2 Product Tanker |
|
2013 |
|
|
49,998 |
|
|
|
$ |
22,138 |
|
|
|
No |
|
Nov-24 |
Nave Pyxis |
|
MR2 Product Tanker |
|
2014 |
|
|
49,998 |
|
|
|
$ |
25,891 |
|
|
|
No |
|
Jan-25 |
Nave Bellatrix (5) |
|
MR2 Product Tanker |
|
2013 |
|
|
49,999 |
|
|
|
$ |
19,750 |
|
|
|
No |
|
Aug-25 |
Nave Orion (5) |
|
MR2 Product Tanker |
|
2013 |
|
|
49,999 |
|
|
|
$ |
22,138 |
|
|
|
No |
|
Dec-24 |
Nave Titan |
|
MR2 Product Tanker |
|
2013 |
|
|
49,999 |
|
|
|
$ |
25,891 |
|
|
|
No |
|
Feb-25 |
Nave Luminosity |
|
MR2 Product Tanker |
|
2014 |
|
|
49,999 |
|
|
|
$ |
23,004 |
|
(10) |
|
No |
|
Dec-25 |
Nave Jupiter |
|
MR2 Product Tanker |
|
2014 |
|
|
49,999 |
|
|
|
$ |
21,231 |
|
|
|
No |
|
Oct-28 |
Nave Velocity |
|
MR2 Product Tanker |
|
2015 |
|
|
49,999 |
|
|
|
$ |
15,553 |
|
(11) |
|
No |
|
Oct-24 |
Nave Sextans |
|
MR2 Product Tanker |
|
2015 |
|
|
49,999 |
|
|
|
$ |
23,196 |
|
(10) |
|
No |
|
May-26 |
Nave Equinox |
|
MR2 Product Tanker |
|
2007 |
|
|
50,922 |
|
|
|
$ |
20,392 |
|
(8) |
|
No |
|
Dec-24 |
Nave Pulsar |
|
MR2 Product Tanker |
|
2007 |
|
|
50,922 |
|
|
|
$ |
21,231 |
|
(8) |
|
No |
|
Sep-25 |
Nave Orbit (15) |
|
MR2 Product Tanker |
|
2009 |
|
|
50,470 |
|
|
|
$ |
15,306 |
|
|
|
No |
|
Oct-24 |
Nave Equator (15) |
|
MR2 Product Tanker |
|
2009 |
|
|
50,542 |
|
|
|
Freight Voyage |
|
|
|
No |
|
Sep-24 |
|
Bougainville |
|
MR2 Product Tanker |
|
2013 |
|
|
50,626 |
|
|
|
$ |
21,800 |
|
(7) |
|
No |
|
Oct-26 |
Nave Cetus |
|
LR1 Product Tanker |
|
2012 |
|
|
74,581 |
|
|
|
$ |
32,094 |
|
|
|
No |
|
Jul-25 |
Nave Ariadne |
|
LR1 Product Tanker |
|
2007 |
|
|
74,671 |
|
|
|
Floating Rate |
|
(12) |
|
No |
|
Dec-24 |
|
Nave Cielo |
|
LR1 Product Tanker |
|
2007 |
|
|
74,671 |
|
|
|
$ |
28,144 |
|
|
|
No |
|
Sep-25 |
Nave Rigel |
|
LR1 Product Tanker |
|
2013 |
|
|
74,673 |
|
|
|
$ |
27,008 |
|
|
|
No |
|
Mar-29 |
Nave Atropos |
|
LR1 Product Tanker |
|
2013 |
|
|
74,695 |
|
|
|
$ |
21,971 |
|
|
|
No |
|
Oct-24 |
|
|
|
|
|
|
|
|
|
|
$ |
27,650 |
|
|
|
No |
|
Apr-25 |
|
Nave Cassiopeia |
|
LR1 Product Tanker |
|
2012 |
|
|
74,711 |
|
|
|
$ |
33,150 |
|
(13) |
|
No |
|
Jan-25 |
Nave Andromeda |
|
LR1 Product Tanker |
|
2011 |
|
|
75,000 |
|
|
|
$ |
28,394 |
|
|
|
No |
|
Mar-25 |
Nave Estella |
|
LR1 Product Tanker |
|
2012 |
|
|
75,000 |
|
|
|
$ |
28,394 |
|
|
|
No |
|
Dec-24 |
Nave Cosmos (23) |
|
Aframax / LR2 |
|
2024 |
|
|
115,651 |
|
|
|
$ |
26,366 |
|
(21) |
|
No |
|
May-29 |
Nave Polaris (5) |
|
Aframax / LR2 |
|
2024 |
|
|
115,699 |
|
|
|
$ |
26,366 |
|
(21) |
|
No |
|
Aug-29 |
Nave Constellation |
|
VLCC |
|
2010 |
|
|
296,988 |
|
|
|
Floating Rate |
|
(12) |
|
No |
|
Dec-24 |
|
Nave Universe |
|
VLCC |
|
2011 |
|
|
297,066 |
|
|
|
Scheduled Repairs |
|
|
|
— |
|
Sep-24 |
|
|
|
|
|
|
|
|
|
|
|
$ |
45,672 |
|
|
|
No |
|
May-26 |
|
Nave Galactic |
|
VLCC |
|
2009 |
|
|
297,168 |
|
|
|
Scheduled Repairs |
|
|
|
— |
|
— |
|
Nave Quasar |
|
VLCC |
|
2010 |
|
|
297,376 |
|
|
|
Floating Rate |
|
(12) |
|
No |
|
Dec-24 |
|
Nave Buena Suerte |
|
VLCC |
|
2011 |
|
|
297,491 |
|
|
|
$ |
47,906 |
|
|
|
Yes (16) |
|
Jun-25 |
Nave Synergy |
|
VLCC |
|
2010 |
|
|
299,973 |
|
|
|
Scheduled Repairs |
|
|
|
— |
|
— |
Bareboat-in Vessels |
|
Type |
|
Built |
|
Capacity |
|
Charter-Out |
|
|
|
Index(2) |
|
|
Expiration |
|
||||||
Navios Star |
|
Kamsarmax |
|
2021 |
|
|
81,994 |
|
|
|
|
— |
|
|
|
112.0% average BPI 82 |
|
|
Apr-25 |
|
||
Navios Amitie |
|
Kamsarmax |
|
2021 |
|
|
82,002 |
|
|
|
$ |
19,443 |
|
|
|
No |
|
|
Sep-24 |
|
||
|
|
|
|
|
|
|
|
|
|
$ |
18,688 |
|
|
|
No |
|
|
Dec-24 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
112% of average BPI 82 |
|
|
Apr-25 |
|
|||
Navios Libra |
|
Kamsarmax |
|
2019 |
|
|
82,011 |
|
|
|
Scheduled Repairs |
|
|
|
|
— |
|
|
|
— |
|
|
Nave Electron |
|
VLCC |
|
2021 |
|
|
313,239 |
|
|
|
$ |
47,906 |
|
|
|
Yes (16) |
|
|
Jan-26 |
|
||
Nave Celeste (24) |
|
VLCC |
|
2022 |
|
|
313,418 |
|
|
|
Floating rate |
|
|
|
Yes (4) |
|
|
Jul-29 |
|
|||
Baghdad (24) |
|
VLCC |
|
2020 |
|
|
313,433 |
|
|
|
$ |
27,816 |
|
(17) |
|
No |
|
|
Sep-30 |
|
||
Erbil (24) |
|
VLCC |
|
2021 |
|
|
313,486 |
|
|
|
$ |
27,816 |
|
(17) |
|
No |
|
|
Feb-31 |
|
Chartered-in Vessels |
|
Type |
|
Built |
|
Capacity |
|
Charter-Out |
|
|
|
Index(2) |
|
Expiration |
||||
Navios Venus (19) |
|
Ultra- |
|
2015 |
|
|
61,339 |
|
|
|
|
— |
|
|
|
111.0% average BSI 58 10TC |
|
Nov-24 |
Navios Gemini |
|
Kamsarmax |
|
2018 |
|
|
81,704 |
|
|
|
$ |
15,881 |
|
|
|
No |
|
Nov-24 |
8
Containerships to be Delivered |
|
Expected |
|
Capacity |
|
Charter- |
|
|
|
Index(2) |
|
Expiration |
||||
TBN I (23) |
|
H2 2024 |
|
|
5,300 |
|
|
|
$ |
42,900 |
|
|
|
No |
|
Nov-25 |
|
|
|
|
|
|
|
|
$ |
39,000 |
|
|
|
No |
|
Nov-26 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
|
No |
|
Nov-27 |
|
|
|
|
|
|
|
|
|
$ |
35,100 |
|
|
|
No |
|
Nov-28 |
|
|
|
|
|
|
|
|
|
$ |
31,200 |
|
|
|
No |
|
Nov-29 |
|
|
|
|
|
|
|
|
|
$ |
37,050 |
|
|
|
No |
|
Jan-30 |
|
TBN II (5) |
|
H2 2024 |
|
|
5,300 |
|
|
|
$ |
37,500 |
|
|
|
No |
|
Mar-30 |
TBN III (5) |
|
H2 2024 |
|
|
5,300 |
|
|
|
$ |
37,500 |
|
|
|
No |
|
Apr-30 |
TBN VIII |
|
H2 2024 |
|
|
7,700 |
|
|
|
$ |
57,213 |
|
|
|
No |
|
Dec-27 |
|
|
|
|
|
|
|
|
$ |
52,238 |
|
|
|
No |
|
Dec-30 |
|
|
|
|
|
|
|
|
|
$ |
37,313 |
|
|
|
No |
|
Dec-32 |
|
|
|
|
|
|
|
|
|
$ |
27,363 |
|
|
|
No |
|
Dec-34 |
|
|
|
|
|
|
|
|
|
$ |
24,875 |
|
(22) |
|
No |
|
Dec-36 |
|
TBN IX |
|
H1 2025 |
|
|
7,700 |
|
|
|
$ |
57,213 |
|
|
|
No |
|
Jan-28 |
|
|
|
|
|
|
|
|
$ |
52,238 |
|
|
|
No |
|
Jan-31 |
|
|
|
|
|
|
|
|
|
$ |
37,313 |
|
|
|
No |
|
Jan-33 |
|
|
|
|
|
|
|
|
|
$ |
27,363 |
|
|
|
No |
|
Jan-35 |
|
|
|
|
|
|
|
|
|
$ |
24,875 |
|
(22) |
|
No |
|
Jan-37 |
|
TBN XXII |
|
H2 2026 |
|
|
7,900 |
|
|
|
$ |
43,000 |
|
(25) |
|
No |
|
Jul-30 |
TBN XXIII |
|
H2 2026 |
|
|
7,900 |
|
|
|
$ |
43,000 |
|
(25) |
|
No |
|
Oct-30 |
Tanker Vessels |
|
Type |
|
Expected |
|
Capacity |
|
Charter-Out |
|
|
|
Expiration |
||||
TBN IV (23) |
|
Aframax / LR2 |
|
H2 2024 |
|
|
115,000 |
|
|
|
$ |
25,576 |
|
(21) |
|
Oct-29 |
TBN V (5) |
|
Aframax / LR2 |
|
H2 2024 |
|
|
115,000 |
|
|
|
$ |
25,576 |
|
(21) |
|
Dec-29 |
TBN VI (5) |
|
Aframax / LR2 |
|
H1 2025 |
|
|
115,000 |
|
|
|
$ |
27,798 |
|
(21) |
|
Mar-30 |
TBN VII |
|
Aframax / LR2 |
|
H1 2025 |
|
|
115,000 |
|
|
|
$ |
27,798 |
|
(21) |
|
Jun-30 |
TBN XVI |
|
Aframax / LR2 |
|
H1 2026 |
|
|
115,000 |
|
|
|
$ |
27,788 |
|
(9) |
|
Mar-31 |
TBN XVII |
|
Aframax / LR2 |
|
H1 2026 |
|
|
115,000 |
|
|
|
$ |
27,788 |
|
(9) |
|
May-31 |
TBN XVIII |
|
Aframax / LR2 |
|
H1 2026 |
|
|
115,000 |
|
|
|
$ |
27,776 |
|
(18) |
|
Mar-31 |
TBN XIX |
|
Aframax / LR2 |
|
H2 2026 |
|
|
115,000 |
|
|
|
$ |
27,776 |
|
(18) |
|
Jun-31 |
TBN XX |
|
Aframax / LR2 |
|
H1 2027 |
|
|
115,000 |
|
|
|
$ |
28,275 |
|
(26) |
|
May-32 |
TBN XXI |
|
Aframax / LR2 |
|
H2 2027 |
|
|
115,000 |
|
|
|
$ |
28,275 |
|
(26) |
|
Oct-32 |
TBN XXIV |
|
Aframax / LR2 |
|
H2 2027 |
|
|
115,000 |
|
|
|
$ |
27,776 |
|
(18) |
|
May-32 |
TBN XXV |
|
Aframax / LR2 |
|
H2 2027 |
|
|
115,000 |
|
|
|
$ |
27,776 |
|
(18) |
|
Sep-32 |
TBN XXVI |
|
Aframax / LR2 |
|
H1 2028 |
|
|
115,000 |
|
|
|
$ |
28,144 |
|
(27) |
|
Mar-33 |
TBN XXVII |
|
Aframax / LR2 |
|
H1 2028 |
|
|
115,000 |
|
|
|
$ |
28,144 |
|
(27) |
|
Apr-33 |
TBN X (6) |
|
MR2 Product Tanker |
|
H2 2025 |
|
|
52,000 |
|
|
|
$ |
22,959 |
|
|
|
Nov-30 |
TBN XI (6) |
|
MR2 Product Tanker |
|
H1 2026 |
|
|
52,000 |
|
|
|
$ |
22,959 |
|
|
|
May-31 |
TBN XII (6) |
|
MR2 Product Tanker |
|
H2 2026 |
|
|
52,000 |
|
|
|
|
— |
|
|
|
— |
TBN XIII (6) |
|
MR2 Product Tanker |
|
H2 2026 |
|
|
52,000 |
|
|
|
|
— |
|
|
|
— |
TBN XIV (6) |
|
MR2 Product Tanker |
|
H1 2027 |
|
|
52,000 |
|
|
|
|
— |
|
|
|
— |
TBN XV (6) |
|
MR2 Product Tanker |
|
H1 2027 |
|
|
52,000 |
|
|
|
|
— |
|
|
|
— |
9
Our Charters
We provide seaborne shipping services under short, medium, and long-term time charters, bareboat charters and voyage charters with customers that we believe are creditworthy. For each of the six month periods ended June 30, 2024 and 2023, no customer accounted for 10.0% or more of our total revenues.
Our revenues are driven by the number of vessels in the fleet, the number of days during which the vessels operate and our charter hire rates, which, in turn, are affected by a number of factors, including:
10
Time charters are available for varying periods, ranging from a single trip (spot charter) to long-term which may be many years. In general, a long-term time charter assures a consistent stream of revenue to the vessel owner. Operating the vessel in the spot market affords the owner greater spot market opportunity, which may result in high rates when vessels are in high demand or low rates when vessel availability exceeds demand. We intend to operate our vessels in the long-term charter market. Vessel charter rates are affected by world economics, international events, weather conditions, strikes, governmental policies, supply and demand and many other factors that might be beyond our control. Please read the section entitled “Risk Factors” in our Annual Report for a discussion of certain risks inherent in our business.
We could lose a customer or the benefits of a charter if:
Under some of our time charters, either party may terminate the charter contract in the event of war in specified countries or in locations that would significantly disrupt the free trade of the vessel. Some of the time charters covering our vessels require us to return to the charterer, upon the loss of the vessel, all advances paid by the charterer but not earned by us.
Trends and Factors Affecting Our Future Results of Operations
We believe the principal factors that will affect our future results of operations are the economic, regulatory, political and governmental conditions that affect the shipping industry generally and that affect conditions in countries and markets in which our vessels engage in business. Please read “Risk Factors” in our Annual Report for a discussion of certain risks inherent in our business.
Results of Operations
Overview
The following table reflects certain key indicators of Navios Partners’ fleet performance for the three and six month periods ended June 30, 2024 and 2023.
|
|
Three Month |
|
|
Three Month |
|
|
Six Month |
|
|
Six Month |
|
||||
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
||||
Available Days(1) |
|
|
13,498 |
|
|
|
13,572 |
|
|
|
27,038 |
|
|
|
27,480 |
|
Operating Days(2) |
|
|
13,306 |
|
|
|
13,474 |
|
|
|
26,751 |
|
|
|
27,223 |
|
Fleet Utilization(3) |
|
|
98.6 |
% |
|
|
99.3 |
% |
|
|
98.9 |
% |
|
|
99.1 |
% |
Time Charter Equivalent rate (per day)(4) |
|
$ |
23,384 |
|
|
$ |
23,900 |
|
|
$ |
22,448 |
|
|
$ |
22,337 |
|
Vessels operating at end of periods |
|
|
151 |
|
|
|
154 |
|
|
|
151 |
|
|
|
154 |
|
11
FINANCIAL HIGHLIGHTS
The following table presents consolidated revenue and expense information for the three and six month periods ended June 30, 2024 and 2023.
|
|
Three Month Period Ended June 30, 2024 |
|
|
Three Month Period Ended June 30, 2023 |
|
|
Six Month Period Ended June 30, 2024 |
|
|
Six Month Period Ended June 30, 2023 |
|
||||
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
||||
|
|
(In thousands of U.S. dollars) |
|
|||||||||||||
Time charter and voyage revenues |
|
$ |
342,155 |
|
|
$ |
346,938 |
|
|
$ |
660,710 |
|
|
$ |
656,460 |
|
Time charter and voyage expenses |
|
|
(40,044 |
) |
|
|
(41,956 |
) |
|
|
(81,955 |
) |
|
|
(81,719 |
) |
Direct vessel expenses |
|
|
(18,916 |
) |
|
|
(17,764 |
) |
|
|
(36,469 |
) |
|
|
(32,204 |
) |
Vessel operating expenses (entirely through related parties transactions) |
|
|
(85,271 |
) |
|
|
(82,550 |
) |
|
|
(170,193 |
) |
|
|
(165,766 |
) |
General and administrative expenses |
|
|
(20,584 |
) |
|
|
(20,536 |
) |
|
|
(41,328 |
) |
|
|
(40,035 |
) |
Depreciation and amortization of intangible assets |
|
|
(56,314 |
) |
|
|
(54,037 |
) |
|
|
(111,884 |
) |
|
|
(108,255 |
) |
Amortization of unfavorable lease terms |
|
|
3,171 |
|
|
|
5,322 |
|
|
|
6,307 |
|
|
|
12,910 |
|
Gain on sale of vessels, net |
|
|
7,256 |
|
|
|
10,151 |
|
|
|
9,133 |
|
|
|
43,601 |
|
Interest expense and finance cost, net |
|
|
(30,087 |
) |
|
|
(33,330 |
) |
|
|
(59,496 |
) |
|
|
(68,854 |
) |
Interest income |
|
|
3,596 |
|
|
|
2,483 |
|
|
|
6,992 |
|
|
|
4,100 |
|
Other expense, net |
|
|
(3,493 |
) |
|
|
(2,413 |
) |
|
|
(6,987 |
) |
|
|
(8,765 |
) |
Net income |
|
$ |
101,469 |
|
|
$ |
112,308 |
|
|
$ |
174,830 |
|
|
$ |
211,473 |
|
EBITDA(1) |
|
$ |
197,008 |
|
|
$ |
201,601 |
|
|
$ |
363,163 |
|
|
$ |
390,437 |
|
Adjusted EBITDA(1) |
|
$ |
189,752 |
|
|
$ |
191,450 |
|
|
$ |
354,030 |
|
|
$ |
346,836 |
|
Operating Surplus (1) |
|
$ |
91,171 |
|
|
$ |
98,620 |
|
|
$ |
157,785 |
|
|
$ |
164,368 |
|
Period over Period Comparisons
For the Three Month Period ended June 30, 2024 compared to the Three Month Period ended June 30, 2023
12
Time charter and voyage revenues: Time charter and voyage revenues of Navios Partners for the three month period ended June 30, 2024 decreased by $4.7 million, or 1.4%, to $342.2 million, as compared to $346.9 million for the same period in 2023. The decrease in revenue was mainly attributable to the decrease in the available days of our fleet and the decrease in the TCE rate. For the three month periods ended June 30, 2024 and 2023, time charter and voyage revenues were positively affected by $2.4 million and negatively affected by $7.5 million, respectively, relating to the straight-line effect of the containership and tanker charters with de-escalating rates. For the three month period ended June 30, 2024, the TCE rate decreased by 2.2% to $23,384 per day, as compared to $23,900 per day for the same period in 2023. The available days of the fleet decreased by 0.5% to 13,498 days for the three month period ended June 30, 2024, as compared to 13,572 days for the same period in 2023 mainly due to the sale of vessels, partially mitigated by the deliveries of newbuilding and secondhand vessels.
Time charter and voyage expenses: Time charter and voyage expenses for the three month period ended June 30, 2024 decreased by $2.0 million to $40.0 million, as compared to $42.0 million for the same period in 2023. The decrease was mainly attributable to a: (i) $6.5 million decrease in bareboat and charter-in hire expense of the dry bulk fleet; (ii) $1.1 million decrease in bunkers expenses; and (iii) $0.2 million decrease in brokers’ commissions. The decrease was partially mitigated by a: (i) $5.5 million increase in other voyage expenses; and (ii) $0.3 million increase in port expenses.
Direct vessel expenses: Direct vessel expenses for the three month period ended June 30, 2024, increased by $1.1 million to $18.9 million, as compared to $17.8 million for the same period in 2023. The increase of $1.1 million was mainly attributable to the amortization of the deferred drydock and special survey costs due to the increase in the number of vessels that underwent drydocking or special survey.
Vessel operating expenses: Vessel operating expenses for the three month period ended June 30, 2024, increased by $2.7 million to $85.3 million, as compared to $82.6 million for the same period in 2023. The increase was mainly due to the expansion of our fleet and the adjustment of the fixed daily fee in accordance with the management agreements (the “Management Agreements”), partially mitigated by the sale of vessels.
General and administrative expenses: General and administrative expenses increased by $0.1 million to $20.6 million for the three month period ended June 30, 2024, as compared to $20.5 million for the same period in 2023.
Depreciation and amortization of intangible assets: Depreciation and amortization of intangible assets amounted to $56.3 million for the three month period ended June 30, 2024, as compared to $54.0 million for the same period in 2023. The increase of $2.3 million was mainly attributable to a: (i) $2.9 million increase in depreciation expense due to the delivery of nine vessels during the last nine months of 2023 and the first half of 2024; and (ii) $1.3 million increase in depreciation expense mainly due to vessel improvements. The above increase was partially mitigated by a: (i) $1.6 million decrease in depreciation expense due to the sale of 11 vessels since the second quarter of 2023; and (ii) $0.3 million decrease in amortization of favorable lease terms. Depreciation of vessels is calculated using an estimated useful life of 25 years for dry bulk and tanker vessels and 30 years for containerships, respectively, from the date the vessel was originally delivered from the shipyard.
Amortization of unfavorable lease terms: Amortization of unfavorable lease terms amounted to $3.2 million and $5.3 million for the three month periods ended June 30, 2024 and 2023, respectively, related to the amortization of the fair value of the time charters with unfavorable lease terms as determined at the acquisition date of Navios Maritime Containers L.P. (“Navios Containers”).
Gain on sale of vessels, net: Gain on sale of vessels, net amounted to $7.3 million for the three month period ended June 30, 2024, relating to a $14.9 million gain on sale of three of our vessels, partially mitigated by a $7.6 million impairment loss of two of our vessels. Gain on sale of vessels, net amounted to $10.2 million for the three month period ended June 30, 2023, relating to the sale of four of our vessels.
Interest expense and finance cost, net: Interest expense and finance cost, net for the three month period ended June 30, 2024 decreased by $3.2 million to $30.1 million, as compared to $33.3 million for the same period in 2023. The decrease was mainly due to the increase in interest expense capitalized related to deposits for vessel acquisitions, the decrease in interest expense incurred on credit facilities, financial liabilities and finance lease liabilities. The decrease in weighted average interest rate for the three month period ended June 30, 2024 to 7.1% from 7.4% for the same period in 2023, was partially mitigated by the increase in Navios Partner’s weighted average loan balance to $1,930.2 million for the three month period ended June 30, 2024, as compared to the $1,899.3 million for the same period in 2023.
Interest income: Interest income amounted to $3.6 million for the three month period ended June 30, 2024, as compared to $2.5 million for the same period in 2023, mainly due to the increase of time deposits.
13
Other expense, net: Other expense, net for the three month period ended June 30, 2024 increased by $1.1 million to $3.5 million, as compared to $2.4 million for the same period in 2023, mainly due to the increase in expenses related to other miscellaneous expenses, net, claims and foreign exchange differences.
Net income: Net income for the three month period ended June 30, 2024 amounted to $101.5 million as compared to $112.3 million for the same period in 2023. The decrease in net income of $10.8 million was due to the factors discussed above.
For the Six Month Period ended June 30, 2024 compared to the Six Month Period ended June 30, 2023
Time charter and voyage revenues: Time charter and voyage revenues of Navios Partners for the six month period ended June 30, 2024 increased by $4.2 million, or 0.6%, to $660.7 million, as compared to $656.5 million for the same period in 2023. The increase in revenue was mainly attributable to the increase in the TCE rate and the increase in revenue from freight voyages. For the six month periods ended June 30, 2024 and 2023, time charter and voyage revenues were positively affected by $2.5 million and negatively affected by $20.5 million, respectively, relating to the straight-line effect of the containership and tanker charters with de-escalating rates. For the six month period ended June 30, 2024, the TCE rate increased by 0.5% to $22,448 per day, as compared to $22,337 per day for the same period in 2023. The available days of the fleet decreased by 1.6% to 27,038 days for the six month period ended June 30, 2024, as compared to 27,480 days for the same period in 2023 mainly due to the sale of vessels, partially mitigated by the deliveries of newbuilding and secondhand vessels.
Time charter and voyage expenses: Time charter and voyage expenses for the six month period ended June 30, 2024 increased by $0.3 million to $82.0 million, as compared to $81.7 million for the same period in 2023. The increase was mainly attributable to a: (i) $9.1 million increase in other voyage expenses; (ii) $2.6 million increase in bunkers expenses arising from the increased days of freight voyages in the first half of 2024; and (iii) $0.9 million increase in port expenses. The increase was partially mitigated by: (i) an $11.8 million decrease in bareboat and charter-in hire expense of the dry bulk fleet; and (ii) a $0.5 million decrease in brokers’ commissions.
Direct vessel expenses: Direct vessel expenses for the six month period ended June 30, 2024, increased by $4.3 million to $36.5 million, as compared to $32.2 million for the same period in 2023. The increase of $4.3 million was mainly attributable to the amortization of the deferred drydock and special survey costs due to the increase in the number of vessels that underwent drydocking or special survey.
Vessel operating expenses: Vessel operating expenses for the six month period ended June 30, 2024, increased by $4.4 million to $170.2 million, as compared to $165.8 million for the same period in 2023. The increase was mainly due to the expansion of our fleet and the adjustment of the fixed daily fee in accordance with the Management Agreements, partially mitigated by the sale of vessels.
General and administrative expenses: General and administrative expenses increased by $1.3 million to $41.3 million for the six month period ended June 30, 2024, as compared to $40.0 million for the same period in 2023. The increase was mainly due to a $1.6 million increase in administrative expenses paid to the Manager as per the administrative services agreement (the “Administrative Services Agreement”); partially mitigated by a $0.3 million decrease in legal and professional fees, as well as audit fees and other administrative expenses.
Depreciation and amortization of intangible assets: Depreciation and amortization of intangible assets amounted to $111.9 million for the six month period ended June 30, 2024, as compared to $108.3 million for the same period in 2023. The increase of $3.6 million was mainly attributable to a: (i) $5.5 million increase in depreciation expense due to the delivery of 12 vessels in 2023 and during the first half of 2024; and (ii) $2.2 million increase in depreciation expense mainly due to vessel improvements. The above increase was partially mitigated by a: (i) $3.6 million decrease in depreciation expense due to the sale of 19 vessels in 2023 and during the first half of 2024; and (ii) $0.5 million decrease in amortization of favorable lease terms. Depreciation of vessels is calculated using an estimated useful life of 25 years for dry bulk and tanker vessels and 30 years for containerships, respectively, from the date the vessel was originally delivered from the shipyard.
Amortization of unfavorable lease terms: Amortization of unfavorable lease terms amounted to $6.3 million and $12.9 million for the six month periods ended June 30, 2024 and 2023, respectively, related to the amortization of the fair value of the time charters with unfavorable lease terms as determined at the acquisition date of Navios Containers and at the date of obtaining control of Navios Maritime Acquisition Corporation.
14
Gain on sale of vessels, net: Gain on sale of vessels, net amounted to $9.1 million for the six month period ended June 30, 2024, relating to a $16.7 million gain on sale of four of our vessels, partially mitigated by a $7.6 million impairment loss of two of our vessels. Gain on sale of vessels, net amounted to $43.6 million for the six month period ended June 30, 2023, relating to a gain on sale of 12 of our vessels.
Interest expense and finance cost, net: Interest expense and finance cost, net for the six month period ended June 30, 2024 decreased by $9.4 million to $59.5 million, as compared to $68.9 million for the same period in 2023. The decrease was mainly due to the increase in interest expense capitalized related to deposits for vessel acquisitions, the decrease in the discount effect of long-term assets and the decrease in amortization of finance charges and other finance costs. The decrease in weighted average interest rate for the six month period ended June 30, 2024 to 7.1% from 7.2% for the six month period ended June 30, 2023, was partially mitigated by the increase in Navios Partner’s weighted average loan balance to $1,909.3 million for the six month period ended June 30, 2024, as compared to the $1,901.9 million for the six month period ended June 30, 2023.
Interest income: Interest income amounted to $7.0 million for the six month period ended June 30, 2024, as compared to $4.1 million for the same period in 2023, mainly due to the increase of time deposits.
Other expense, net: Other expense, net for the six month period ended June 30, 2024 decreased by $1.8 million to $7.0 million, as compared to $8.8 million for the same period in 2023, mainly due to the decrease in expenses related to claims and foreign exchange differences, partially mitigated by the increase in other miscellaneous expenses, net.
Net income: Net income for the six month period ended June 30, 2024 amounted to $174.8 million as compared to $211.5 million net income for the same period in 2023. The decrease in net income of $36.7 million was due to the factors discussed above.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Liquidity and Capital Resources
We anticipate that our primary sources of funds for our short-term liquidity needs will consist of cash flows from operations, our equity offerings, proceeds from asset sales, long-term bank borrowings and other debt raisings. In addition to distributions on our units, our primary short-term liquidity needs are to fund general working capital requirements, cash reserve requirements including those under our credit facilities and debt service, while our long-term liquidity needs primarily relate to expansion and investment capital expenditures and other maintenance capital expenditures and debt repayment. As of June 30, 2024, Navios Partners’ current assets totaled $448.8 million, while current liabilities totaled $650.3 million, resulting in a negative working capital position of $201.5 million, primarily related to balloon payments totaling $287.5 million due under its credit facilities, financial liabilities and finance lease liabilities that are expected to be refinanced (see Note 6 – Borrowings to the unaudited condensed consolidated financial statements included elsewhere in this report). Navios Partners’ cash forecast indicates that it will generate sufficient cash through its contracted revenue, as of September 5, 2024, of $3.7 billion and cash proceeds from the sale of vessels (see Note 15 – Subsequent events to the unaudited condensed consolidated financial statements included elsewhere in this report) to make the required principal and interest payments on its indebtedness, to make payments for capital expenditures, provide for the normal working capital requirements of the business for a period of at least 12 months from the date of issuance of our unaudited condensed consolidated financial statements.
Generally, our long-term sources of funds derive from cash from operations, long-term bank borrowings and other debt or equity financings to fund acquisitions and expansion and investment capital expenditures. We cannot assure you that we will be able to secure adequate financing or to obtain additional funds on favorable terms to meet our liquidity needs.
Cash deposits and cash equivalents in excess of amounts covered by government provided insurance are exposed to loss in the event of non-performance by financial institutions. Navios Partners does maintain cash deposits and cash equivalents in excess of government provided insurance limits. Navios Partners also minimizes exposure to credit risk by dealing with a diversified group of major financial institutions.
Navios Partners may use funds to repurchase its outstanding common units and/or indebtedness from time to time. Repurchases may be made in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms Navios Partners deems appropriate and subject to its cash requirements for other purposes, compliance with the covenants under Navios Partners’ credit facilities, and other factors management deems relevant.
15
In July 2022, the Board of Directors of Navios Partners authorized a common unit repurchase program for up to $100.0 million of Navios Partners’ common units. Common unit repurchases will be made from time to time for cash in open market transactions at prevailing market prices or in privately negotiated transactions. The timing and amount of repurchases under the program will be determined by Navios Partners’ management based upon market conditions and financial and other considerations, including working capital and planned or anticipated growth opportunities. The program does not require any minimum repurchase or any specific number of common units and may be suspended or reinstated at any time in the Navios Partners’ discretion and without notice. The Board of Directors will review the program periodically. As of September 4, 2024, Navios Partners had repurchased 246,573 common units, for a total cost of approximately $12.2 million.
The following table presents cash flow information derived from the unaudited condensed Consolidated Statements of Cash Flows of Navios Partners for the six month periods ended June 30, 2024 and 2023.
|
|
Six Month |
|
|
Six Month |
|
||
|
|
(unaudited) |
|
|
(unaudited) |
|
||
|
|
(In thousands of U.S. dollars) |
|
|||||
Net cash provided by operating activities |
|
$ |
225,915 |
|
|
$ |
228,343 |
|
Net cash (used in)/ provided by investing activities |
|
|
(293,957 |
) |
|
|
31,665 |
|
Net cash provided by/ (used in) financing activities |
|
|
98,711 |
|
|
|
(165,054 |
) |
Increase in cash, cash equivalents and restricted cash |
|
$ |
30,669 |
|
|
$ |
94,954 |
|
Net cash provided by operating activities for the six month period ended June 30, 2024 as compared to the net cash provided by operating activities for the six month period ended June 30, 2023
Net cash provided by operating activities decreased by $2.4 million to $225.9 million for the six month period ended June 30, 2024, as compared to $228.3 million for the same period in 2023. In determining net cash provided by operating activities, net income is adjusted for the effects of certain non-cash items as discussed below.
The aggregate adjustments to reconcile net income to net cash provided by operating activities were $122.8 million of non-cash positive net adjustments for the six month period ended June 30, 2024, which consisted mainly of the following adjustments: (i) $111.9 million depreciation and amortization of intangible assets; (ii) $30.3 million amortization of deferred drydock and special survey costs; and (iii) $3.7 million amortization and write-off of deferred finance costs and discount. These adjustments were partially mitigated by: (i) $9.1 million gain from sale of vessels, net; (ii) $6.3 million amortization of unfavorable lease terms; (iii) $5.1 million non-cash amortization of deferred revenue and straight-line effect of the containership and tanker charters with de-escalating rates; and (iv) $2.6 million amortization of operating lease assets/ liabilities.
The net cash outflow resulting from the change in operating assets and liabilities of $71.7 million for the six month period ended June 30, 2024 resulted from a: (i) $38.6 million in payments for drydock and special survey costs; (ii) $32.0 million decrease in amounts due to related parties; (iii) $7.1 million decrease in accounts payable; (iv) $6.0 million decrease in deferred revenue; and (v) $1.0 million decrease in accrued expenses. This was partially mitigated by a: (i) $10.1 million decrease in amounts due from related parties (including current and non-current portion); (ii) $1.6 million decrease in prepaid expenses and other current assets; and (iii) $1.3 million decrease in accounts receivable.
The aggregate adjustments to reconcile net income to net cash provided by operating activities were $108.6 million of non-cash positive net adjustments for the six month period ended June 30, 2023, which consisted mainly of the following adjustments: (i) $108.3 million depreciation and amortization of intangible assets; (ii) $29.2 million non-cash amortization of deferred revenue and straight-line effect of the containership and tanker charters with de-escalating rates; (iii) $18.9 million amortization of deferred drydock and special survey costs; (iv) $5.1 million amortization of operating lease assets/ liabilities; and (v) $3.6 million amortization and write-off of deferred finance costs and discount. These adjustments were partially mitigated by: (i) $43.6 million gain from sale of vessels, net; and (ii) $12.9 million amortization of unfavorable lease terms.
16
The net cash outflow resulting from the change in operating assets and liabilities of $91.8 million for the six month period ended June 30, 2023 resulted from: (i) a $104.7 million decrease in amounts due to related parties; (ii) a $40.8 million in payments for drydock and special survey costs; (iii) an $8.0 million decrease in accounts payable; and (iv) a $1.8 million increase in amounts due from related parties. This was partially mitigated by a: (i) $43.6 million decrease in accounts receivable; (ii) $9.2 million decrease in prepaid expenses and other current assets; (iii) $7.8 million increase in accrued expenses; and (iv) $2.9 million increase in deferred revenue.
Net cash used in investing activities for the six month period ended June 30, 2024 as compared to the net cash provided by investing activities for the six month period ended June 30, 2023
Net cash used in investing activities for the six month period ended June 30, 2024 amounted to $294.0 million as compared to $31.7 million net cash provided by investing activities for the same period in 2023.
Net cash used in investing activities of $294.0 million for the six month period ended June 30, 2024 was mainly due to: (i) $211.2 million related to vessels acquisitions and additions; and (ii) $182.6 million related to deposits for the acquisition/ option to acquire vessels and capitalized expenses. This was partially mitigated by (i) $91.4 million proceeds related to the sale of four vessels; and (ii) an $8.4 million decrease in time deposits with original maturities greater than three months.
Net cash provided by investing activities of $31.7 million for the six month period ended June 30, 2023 was mainly due to $215.8 million proceeds related to the sale of 12 vessels. This was partially mitigated by: (i) $113.6 million related to deposits for the acquisition/ option to acquire vessels and capitalized expenses; and (ii) $70.5 million related to vessels’ acquisitions and additions.
Net cash provided by financing activities for the six month period ended June 30, 2024 as compared to net cash used in financing activities for the six month period ended June 30, 2023
Net cash provided by financing activities increased by $263.8 million to $98.7 million inflow for the six month period ended June 30, 2024, as compared to $165.1 million outflow for the same period in 2023.
Net cash provided by financing activities of $98.7 million for the six month period ended June 30, 2024 was mainly due to $311.0 million proceeds from the new credit facilities and sale and leaseback agreements. This was partially mitigated by: (i) $199.2 million repayments of long-term debt and financial liabilities; (ii) $5.0 million related to the acquisition of treasury units; (iii) $5.0 million payments of deferred finance costs related to the new credit facilities and financial liabilities; and (iv) $3.1 million payments for cash distributions.
Net cash used in financing activities of $165.1 million for the six month period ended June 30, 2023 was mainly due to: (i) $635.8 million repayments of loans and financial liabilities; (ii) $12.2 million payments of deferred finance costs related to the new credit facilities and financial liability; and (iii) $3.1 million payments for cash distributions. This was partially mitigated by $486.0 million of proceeds from the new credit facilities and sale and leaseback agreement.
Reconciliation of EBITDA and Adjusted EBITDA to Net Cash from Operating Activities, EBITDA and Operating Surplus
17
|
|
Three Month |
|
|
Three Month |
|
|
Six Month |
|
|
Six Month |
|
||||
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
||||
|
|
(In thousands of U.S. dollars) |
|
|||||||||||||
Net cash provided by operating activities |
|
$ |
131,479 |
|
|
$ |
133,827 |
|
|
$ |
225,915 |
|
|
$ |
228,343 |
|
Net increase/ (decrease) in operating assets |
|
|
25,198 |
|
|
|
11,166 |
|
|
|
25,564 |
|
|
|
(10,193 |
) |
Net decrease in operating liabilities |
|
|
3,122 |
|
|
|
39,923 |
|
|
|
46,105 |
|
|
|
101,946 |
|
Net interest cost |
|
|
26,491 |
|
|
|
30,847 |
|
|
|
52,504 |
|
|
|
64,754 |
|
Amortization and write-off of deferred finance cost |
|
|
(2,033 |
) |
|
|
(1,587 |
) |
|
|
(3,709 |
) |
|
|
(3,618 |
) |
Amortization of operating lease assets/liabilities |
|
|
1,803 |
|
|
|
(2,588 |
) |
|
|
2,594 |
|
|
|
(5,146 |
) |
Non-cash amortization of deferred revenue and straight-line |
|
|
3,692 |
|
|
|
(20,137 |
) |
|
|
5,057 |
|
|
|
(29,248 |
) |
Stock-based compensation |
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
(2 |
) |
Gain on sale of vessels, net |
|
|
7,256 |
|
|
|
10,151 |
|
|
|
9,133 |
|
|
|
43,601 |
|
EBITDA(1) |
|
$ |
197,008 |
|
|
$ |
201,601 |
|
|
$ |
363,163 |
|
|
$ |
390,437 |
|
Gain on sale of vessels, net |
|
|
(7,256 |
) |
|
|
(10,151 |
) |
|
|
(9,133 |
) |
|
|
(43,601 |
) |
Adjusted EBITDA(1) |
|
$ |
189,752 |
|
|
$ |
191,450 |
|
|
$ |
354,030 |
|
|
$ |
346,836 |
|
Cash interest income |
|
|
3,390 |
|
|
|
2,222 |
|
|
|
6,180 |
|
|
|
3,477 |
|
Cash interest paid |
|
|
(35,865 |
) |
|
|
(38,350 |
) |
|
|
(67,978 |
) |
|
|
(72,992 |
) |
Maintenance and replacement capital expenditures |
|
|
(66,106 |
) |
|
|
(56,702 |
) |
|
|
(134,447 |
) |
|
|
(112,953 |
) |
Operating Surplus(2) |
|
$ |
91,171 |
|
|
$ |
98,620 |
|
|
$ |
157,785 |
|
|
$ |
164,368 |
|
(1) EBITDA and Adjusted EBITDA
EBITDA represents net income before interest and finance costs, depreciation and amortization (including intangible accelerated amortization) and income taxes. Adjusted EBITDA represents EBITDA excluding certain items, as described in the table above. Navios Partners uses Adjusted EBITDA as a liquidity measure and reconciles EBITDA and Adjusted EBITDA to net cash provided by operating activities, the most comparable U.S. GAAP liquidity measure. EBITDA in this document is calculated as follows: net cash provided by operating activities adding back, when applicable and as the case may be, the effect of: (i) net increase/ (decrease) in operating assets; (ii) net decrease in operating liabilities; (iii) net interest cost; (iv) amortization and write-off of deferred finance costs and discount; (v) amortization of operating lease assets/ liabilities; (vi) non-cash amortization of deferred revenue and straight-line effect of the containership and tanker charters with de-escalating rates; (vii) stock-based compensation expense; and (viii) gain on sale of vessels, net. Navios Partners believes that EBITDA and Adjusted EBITDA are each the basis upon which liquidity can be assessed and presents useful information to investors regarding Navios Partners’ ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and make cash distributions. Navios Partners also believes that EBITDA and Adjusted EBITDA are used: (i) by potential lenders to evaluate potential transactions; (ii) to evaluate and price potential acquisition candidates; and (iii) by securities analysts, investors and other interested parties in the evaluation of companies in our industry.
Each of EBITDA and Adjusted EBITDA have limitations as an analytical tool, and should not be considered in isolation or as a substitute for the analysis of Navios Partners’ results as reported under U.S. GAAP. Some of these limitations are: (i) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, working capital needs; and (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future. EBITDA and Adjusted EBITDA do not reflect any cash requirements for such capital expenditures. Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as a principal indicator of Navios Partners’ performance. Furthermore, our calculation of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies due to differences in methods of calculation.
EBITDA for the three month periods ended June 30, 2024 and 2023 was affected by the item described in the table above. Excluding this item, Adjusted EBITDA decreased by $1.7 million to $189.8 million for the three month period ended June 30, 2024, as compared to $191.5 million for the same period in 2023. The decrease in Adjusted EBITDA was primarily due to a: (i) $4.7 million decrease in time charter and voyage revenues; (ii) $2.7 million increase in vessel operating expenses mainly due to the expansion of our fleet and the adjustment of the fixed daily fee in accordance with our Management Agreements, partially mitigated by the sale of vessels; (iii) $1.1 million increase in other expense, net; and (iv) $0.1 million increase in general and administrative expenses.
18
The above decrease was partially mitigated by a: (i) $4.9 million decrease in direct vessel expenses (excluding the amortization of deferred drydock, special survey costs and other capitalized items); and (ii) $2.0 million decrease in time charter and voyage expenses.
EBITDA for the six month periods ended June 30, 2024 and 2023 was affected by the item described in the table above. Excluding this item, Adjusted EBITDA increased by $7.2 million to $354.0 million for the six month period ended June 30, 2024, as compared to $346.8 million for the same period in 2023. The increase in Adjusted EBITDA was primarily due to a: (i) $7.2 million decrease in direct vessel expenses (excluding the amortization of deferred drydock, special survey costs and other capitalized items); (ii) $4.2 million increase in time charter and voyage revenues; and (iii) $1.8 million decrease in other expense, net. The above increase was partially mitigated by a: (i) $4.4 million increase in vessel operating expenses mainly due to the expansion of our fleet and the adjustment of the fixed daily fee in accordance with our Management Agreements, partially mitigated by the sale of vessels; (ii) $1.3 million increase in general and administrative expenses in accordance with our Administrative Services Agreement; and (iii) $0.3 million increase in time charter and voyage expenses.
(2) Operating Surplus
Navios Partners generated Operating Surplus for the six month period ended June 30, 2024 of $157.8 million, as compared to $164.4 million for the same period ended in 2023. Operating Surplus is a non-GAAP financial measure used by certain investors to assist in evaluating a partnership’s ability to make quarterly cash distributions (See “Reconciliation of EBITDA and Adjusted EBITDA to Net Cash from Operating Activities, EBITDA and Operating Surplus” contained herein).
Operating Surplus represents net income adjusted for depreciation and amortization expense, non-cash interest expense, non-cash interest income, estimated maintenance and replacement capital expenditures and one-off items. Maintenance and replacement capital expenditures are those capital expenditures required to maintain over the long term the operating capacity of, or the revenue generated by, Navios Partners’ capital assets.
Operating Surplus is a quantitative measure used in the publicly-traded partnership investment community to assist in evaluating a partnership’s ability to make quarterly cash distributions. Operating Surplus is not required by accounting principles generally accepted in the United States and should not be considered a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity.
Capital Expenditures
Navios Partners finances its capital expenditures with cash flows from operations, equity offerings, proceeds from asset sales, long-term bank borrowings and other debt raisings. Capital expenditures for each of the six month periods ended June 30, 2024 and 2023 amounted to $393.8 million and $184.1 million, respectively.
Maintenance for our vessels and expenses related to drydocking expenses are reimbursed at cost by Navios Partners to the Manager under the Management Agreements.
Maintenance and Replacement Capital Expenditures Reserve
The reserves for estimated maintenance and replacement capital expenditures for the three and six month periods ended June 30, 2024 were $66.1 million and $134.4 million, respectively. We estimate that our annual replacement reserve for the year ending December 31, 2024 will be approximately $267.4 million, for replacing our vessels at the end of their useful lives. The reserves for estimated maintenance and replacement capital expenditures for the three and six month periods ended June 30, 2023 were $56.7 million and $113.0 million, respectively.
The amount for estimated replacement capital expenditures attributable to future vessel replacement was based on the following assumptions: (i) current market price to purchase a five-year-old vessel of similar size and specifications; (ii) a 25-year useful life for dry bulk and tanker vessels and a 30-year useful life for containerships; and (iii) a relative net investment rate.
The amount for estimated maintenance capital expenditures attributable to future vessel drydocking and special survey was based on certain assumptions including the remaining useful life of the owned vessels of our fleet, market costs of drydocking and special survey and a relative net investment rate.
19
Our Board of Directors, with the approval of the Conflicts Committee, may determine that one or more of our assumptions should be revised, which could cause our Board of Directors to increase or decrease the amount of estimated maintenance and replacement capital expenditures. The actual cost of replacing the vessels in our fleet will depend on a number of factors, including prevailing market conditions, charter hire rates and the availability and cost of financing at the time of replacement. We may elect to finance some or all of our maintenance and replacement capital expenditures through the issuance of additional common units, which could be dilutive to existing unitholders.
Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy
There is no guarantee that unitholders will receive quarterly distributions from us on the common units on any quarter.
Our ability to make distributions to our unitholders depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, the provisions of existing and future indebtedness, applicable partnership and limited liability company laws and other laws and regulations.
See Note 12 – Cash distributions and earnings per unit to the unaudited condensed consolidated financial statements included elsewhere in this report.
Quantitative and Qualitative Disclosures about Market Risks
Foreign Exchange Risk
Our functional and reporting currency is the U.S. dollar. We engage in worldwide commerce with a variety of entities. Although our operations may expose us to certain levels of foreign currency risk, our transactions are predominantly U.S. dollar denominated. Transactions in currencies other than U.S. dollars are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated, are recognized.
Interest Rate Risk
Interest rates have increased significantly as central banks in Europe, United States and other developed countries have raised interest rates in an effort to reduce the inflation effect. The tighter monetary policy and higher long-term interest rates result in a higher cost of capital for our business.
Borrowings under certain of our credit facilities and financial liabilities bear interest at a rate based on a premium over Secured Overnight Financing Rate (“SOFR”). Therefore, we are exposed to the risk that our interest expense may increase if interest rates rise. For the six month periods ended June 30, 2024 and 2023, we paid interest on our outstanding debt at a weighted average interest rate of 7.1% and 7.2%, respectively. A 1% increase in SOFR would have increased our interest expense for the six month periods ended June 30, 2024 and 2023 by $6.4 million and $7.3 million, respectively.
Concentration of Credit Risk
Financial instruments, which potentially subject us to significant concentrations of credit risk, consist principally of trade accounts receivable. We closely monitor our exposure to customers for credit risk. We have policies in place to ensure that we trade with customers with an appropriate credit history.
For each of the six month periods ended June 30, 2024 and 2023, no customer accounted for 10.0% or more of our total revenues.
If we lose a charter, we may be unable to re-deploy the related vessel on terms as favorable to us due to the long-term nature of most charters and the cyclical nature of the industry or we may be forced to charter the vessel on the spot market at then market rates which may be less favorable than the charter that has been terminated. If we are unable to re-deploy a vessel for which the charter has been terminated, we will not receive any revenues from that vessel, but we may be required to pay expenses necessary to maintain the vessel in proper operating condition. If we lose a vessel, any replacement or newbuilding would not generate revenues during its construction acquisition period, and we may be unable to charter any replacement vessel on terms as favorable to us as those of the terminated charter.
20
Even if we successfully charter our vessels in the future, our charterers may go bankrupt or fail to perform their obligations under the charter agreements, they may delay payments or suspend payments altogether, they may terminate the charter agreements prior to the agreed-upon expiration date or they may attempt to renegotiate the terms of the charters. The permanent loss of a customer, time charter or vessel, or a decline in payments under our charters, could have a material adverse effect on our business, results of operations and financial condition and our ability to make cash distributions in the event we are unable to replace such customer, time charter or vessel. For further details, please read “Risk Factors” in our Annual Report.
Recent Accounting Pronouncements
The Company’s recent accounting pronouncements are included in the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report.
Critical Accounting Policies
Our financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates in the application of our accounting policies based on the best assumptions, judgments and opinions of management. Actual results may differ from these estimates under different assumptions or conditions.
Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. All significant accounting policies are as described in Note 2 – Summary of significant accounting policies to the notes to the consolidated financial statements included in the Company’s Annual Report and in Note 2 – Summary of significant accounting policies included in the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report.
Exhibit List
Exhibit No. |
|
Description |
|
|
|
99.1* |
|
Master Management Agreement, between Navios Maritime Partners L.P. and Navios Shipmanagement Inc. |
99.2* |
|
|
99.3* |
|
* Filed herewith
21
INDEX
NAVIOS MARITIME PARTNERS L.P. |
|
Page |
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS AT JUNE 30, 2024 AND DECEMBER 31, 2023 |
|
F-2 |
|
F-3 |
|
|
F-4 |
|
|
F-6 |
|
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
|
F-7 |
F-1
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars except unit data)
|
|
Notes |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
ASSETS |
|
|
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
3 |
|
$ |
271,989 |
|
|
$ |
240,378 |
|
Restricted cash |
|
3 |
|
|
7,855 |
|
|
|
8,797 |
|
Other investments |
|
3 |
|
|
38,543 |
|
|
|
47,000 |
|
Accounts receivable, net |
|
|
|
|
40,889 |
|
|
|
42,237 |
|
Prepaid expenses and other current assets |
|
11 |
|
|
59,710 |
|
|
|
61,336 |
|
Amounts due from related parties |
|
11 |
|
|
29,784 |
|
|
|
— |
|
Total current assets |
|
|
|
|
448,770 |
|
|
|
399,748 |
|
Vessels, net |
|
4 |
|
|
3,860,441 |
|
|
|
3,734,671 |
|
Deposits for vessels acquisitions |
|
10 |
|
|
513,262 |
|
|
|
434,134 |
|
Other long-term assets |
|
10 |
|
|
66,083 |
|
|
|
62,111 |
|
Deferred drydock and special survey costs, net |
|
11 |
|
|
153,279 |
|
|
|
145,932 |
|
Amounts due from related parties |
|
11 |
|
|
— |
|
|
|
39,570 |
|
Intangible assets |
|
5 |
|
|
51,352 |
|
|
|
60,431 |
|
Operating lease assets |
|
13 |
|
|
255,847 |
|
|
|
270,969 |
|
Total non-current assets |
|
|
|
|
4,900,264 |
|
|
|
4,747,818 |
|
Total assets |
|
|
|
$ |
5,349,034 |
|
|
$ |
5,147,566 |
|
LIABILITIES AND PARTNERS' CAPITAL |
|
|
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
|
|
||
Accounts payable |
|
|
|
$ |
18,363 |
|
|
$ |
25,488 |
|
Accrued expenses |
|
|
|
|
22,657 |
|
|
|
23,608 |
|
Deferred revenue |
|
|
|
|
54,734 |
|
|
|
63,306 |
|
Operating lease liabilities, current portion |
|
13 |
|
|
24,925 |
|
|
|
30,136 |
|
Amounts due to related parties |
|
11 |
|
|
— |
|
|
|
32,026 |
|
Current portion of financial liabilities, net |
|
6 |
|
|
207,302 |
|
|
|
138,696 |
|
Current portion of long-term debt, net |
|
6 |
|
|
322,349 |
|
|
|
146,340 |
|
Total current liabilities |
|
|
|
|
650,330 |
|
|
|
459,600 |
|
Operating lease liabilities, net |
|
13 |
|
|
228,097 |
|
|
|
240,602 |
|
Unfavorable lease terms |
|
5 |
|
|
21,677 |
|
|
|
27,984 |
|
Long-term financial liabilities, net |
|
6 |
|
|
753,531 |
|
|
|
824,646 |
|
Long-term debt, net |
|
6 |
|
|
684,032 |
|
|
|
751,781 |
|
Deferred revenue |
|
|
|
|
61,646 |
|
|
|
63,915 |
|
Other long-term liabilities |
|
|
|
|
12,519 |
|
|
|
8,586 |
|
Total non-current liabilities |
|
|
|
|
1,761,502 |
|
|
|
1,917,514 |
|
Total liabilities |
|
|
|
$ |
2,411,832 |
|
|
$ |
2,377,114 |
|
Commitments and contingencies |
|
10 |
|
|
— |
|
|
|
— |
|
Partners' capital: |
|
|
|
|
|
|
|
|
||
Common Unitholders (30,083,850 and 30,184,388 common units outstanding as of June 30, 2024 and December 31, 2023, respectively) |
|
1, 8 |
|
|
2,887,751 |
|
|
|
2,724,436 |
|
General Partner (622,296 general partnership units outstanding at each of June 30, 2024 and December 31, 2023) |
|
1 |
|
|
49,451 |
|
|
|
46,016 |
|
Total partners’ capital |
|
|
|
|
2,937,202 |
|
|
|
2,770,452 |
|
Total liabilities and partners’ capital |
|
|
|
$ |
5,349,034 |
|
|
$ |
5,147,566 |
|
See unaudited notes to the condensed consolidated financial statements
F-2
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
|
|
|
|
Three Month Period Ended June 30, 2024 |
|
|
Three Month Period Ended June 30, 2023 |
|
|
Six Month Period Ended June 30, 2024 |
|
|
Six Month Period Ended June 30, 2023 |
|
||||
|
|
Notes |
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
||||
Time charter and voyage revenues |
|
2, 11, 13 |
|
$ |
342,155 |
|
|
$ |
346,938 |
|
|
$ |
660,710 |
|
|
$ |
656,460 |
|
Time charter and voyage expenses |
|
13 |
|
|
(40,044 |
) |
|
|
(41,956 |
) |
|
|
(81,955 |
) |
|
|
(81,719 |
) |
Direct vessel expenses |
|
11 |
|
|
(18,916 |
) |
|
|
(17,764 |
) |
|
|
(36,469 |
) |
|
|
(32,204 |
) |
Vessel operating expenses (entirely through related parties transactions) |
|
11 |
|
|
(85,271 |
) |
|
|
(82,550 |
) |
|
|
(170,193 |
) |
|
|
(165,766 |
) |
General and administrative expenses |
|
11 |
|
|
(20,584 |
) |
|
|
(20,536 |
) |
|
|
(41,328 |
) |
|
|
(40,035 |
) |
Depreciation and amortization of intangible assets |
|
4, 5 |
|
|
(56,314 |
) |
|
|
(54,037 |
) |
|
|
(111,884 |
) |
|
|
(108,255 |
) |
Amortization of unfavorable lease terms |
|
5 |
|
|
3,171 |
|
|
|
5,322 |
|
|
|
6,307 |
|
|
|
12,910 |
|
Gain on sale of vessels, net |
|
4 |
|
|
7,256 |
|
|
|
10,151 |
|
|
|
9,133 |
|
|
|
43,601 |
|
Interest expense and finance cost, net |
|
14 |
|
|
(30,087 |
) |
|
|
(33,330 |
) |
|
|
(59,496 |
) |
|
|
(68,854 |
) |
Interest income |
|
|
|
|
3,596 |
|
|
|
2,483 |
|
|
|
6,992 |
|
|
|
4,100 |
|
Other expense, net |
|
|
|
|
(3,493 |
) |
|
|
(2,413 |
) |
|
|
(6,987 |
) |
|
|
(8,765 |
) |
Net income |
|
|
|
$ |
101,469 |
|
|
$ |
112,308 |
|
|
$ |
174,830 |
|
|
$ |
211,473 |
|
|
|
Three Month Period Ended June 30, 2024 |
|
|
Three Month Period Ended June 30, 2023 |
|
|
Six Month Period Ended June 30, 2024 |
|
|
Six Month Period Ended June 30, 2023 |
|
||||
Net income |
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
||||
Common Unitholders |
|
$ |
99,439 |
|
|
$ |
110,062 |
|
|
$ |
171,333 |
|
|
$ |
207,245 |
|
General Partner |
|
|
2,030 |
|
|
|
2,246 |
|
|
|
3,497 |
|
|
|
4,228 |
|
Net income |
|
$ |
101,469 |
|
|
$ |
112,308 |
|
|
$ |
174,830 |
|
|
$ |
211,473 |
|
|
|
Three Month Period Ended June 30, 2024 |
|
|
Three Month Period Ended June 30, 2023 |
|
|
Six Month Period Ended June 30, 2024 |
|
|
Six Month Period Ended June 30, 2023 |
|
||||
Earnings per unit (see Note 12): |
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
||||
Earnings per common unit, basic |
|
$ |
3.30 |
|
|
$ |
3.65 |
|
|
$ |
5.68 |
|
|
$ |
6.87 |
|
Earnings per common unit, diluted |
|
$ |
3.30 |
|
|
$ |
3.65 |
|
|
$ |
5.68 |
|
|
$ |
6.87 |
|
See unaudited notes to the condensed consolidated financial statements
F-3
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)
|
|
|
|
Six Month Period Ended June 30, 2024 |
|
|
Six Month Period Ended June 30, 2023 |
|
||
|
|
Notes |
|
(unaudited) |
|
|
(unaudited) |
|
||
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
||
Net income |
|
|
|
$ |
174,830 |
|
|
$ |
211,473 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
||
Depreciation and amortization of intangible assets |
|
4, 5 |
|
|
111,884 |
|
|
|
108,255 |
|
Amortization of unfavorable lease terms |
|
5 |
|
|
(6,307 |
) |
|
|
(12,910 |
) |
Non-cash amortization of deferred revenue and straight line |
|
|
|
|
(5,057 |
) |
|
|
29,248 |
|
Amortization of operating lease assets/ liabilities |
|
13 |
|
|
(2,594 |
) |
|
|
5,146 |
|
Amortization and write-off of deferred finance costs and discount |
|
|
|
|
3,709 |
|
|
|
3,618 |
|
Amortization of deferred drydock and special survey costs |
|
|
|
|
30,252 |
|
|
|
18,865 |
|
Gain on sale of vessels, net |
|
4 |
|
|
(9,133 |
) |
|
|
(43,601 |
) |
Stock-based compensation |
|
|
|
|
— |
|
|
|
2 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
||
Decrease in accounts receivable |
|
|
|
|
1,348 |
|
|
|
43,566 |
|
Decrease in prepaid expenses and other current assets |
|
|
|
|
1,628 |
|
|
|
9,248 |
|
Decrease/ (increase) in amounts due from related parties (including current and non-current portion) |
|
11 |
|
|
10,050 |
|
|
|
(1,765 |
) |
Payments for drydock and special survey costs |
|
|
|
|
(38,590 |
) |
|
|
(40,856 |
) |
Decrease in accounts payable |
|
|
|
|
(7,128 |
) |
|
|
(7,971 |
) |
(Decrease)/ increase in accrued expenses |
|
|
|
|
(950 |
) |
|
|
7,846 |
|
(Decrease)/ increase in deferred revenue |
|
|
|
|
(6,021 |
) |
|
|
2,930 |
|
Decrease in amounts due to related parties |
|
11 |
|
|
(32,006 |
) |
|
|
(104,751 |
) |
Net cash provided by operating activities |
|
|
|
|
225,915 |
|
|
|
228,343 |
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
||
Net cash proceeds from sale of vessels |
|
4 |
|
|
91,400 |
|
|
|
215,839 |
|
Other investments |
|
3 |
|
|
8,457 |
|
|
|
— |
|
Deposits for acquisition/ option to acquire vessel |
|
10 |
|
|
(182,627 |
) |
|
|
(113,600 |
) |
Acquisition of/ additions to vessels |
|
4, 11 |
|
|
(211,187 |
) |
|
|
(70,574 |
) |
Net cash (used in)/ provided by investing activities |
|
|
|
|
(293,957 |
) |
|
|
31,665 |
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
||
Cash distributions paid |
|
12 |
|
|
(3,080 |
) |
|
|
(3,080 |
) |
Repayment of long-term debt and financial liabilities |
|
6 |
|
|
(199,256 |
) |
|
|
(635,795 |
) |
Payments of deferred finance costs |
|
6 |
|
|
(4,973 |
) |
|
|
(12,227 |
) |
Proceeds from long-term debt and financial liabilities |
|
6 |
|
|
311,020 |
|
|
|
486,048 |
|
Acquisition of treasury units |
|
8 |
|
|
(5,000 |
) |
|
|
— |
|
Net cash provided by/ (used in) financing activities |
|
|
|
|
98,711 |
|
|
|
(165,054 |
) |
Increase in cash, cash equivalents and restricted cash |
|
|
|
|
30,669 |
|
|
|
94,954 |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
|
|
249,175 |
|
|
|
175,098 |
|
Cash, cash equivalents and restricted cash, end of period |
|
|
|
$ |
279,844 |
|
|
$ |
270,052 |
|
See unaudited notes to the condensed consolidated financial statements
F-4
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)
|
|
Six Month Period Ended June 30, 2024 |
|
|
Six Month Period Ended June 30, 2023 |
|
||
|
|
(unaudited) |
|
|
(unaudited) |
|
||
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
||
Cash interest paid |
|
$ |
67,978 |
|
|
$ |
72,992 |
|
Non cash financing activities |
|
|
|
|
|
|
||
Stock-based compensation |
|
$ |
— |
|
|
$ |
2 |
|
Financial and finance lease liabilities |
|
$ |
27,463 |
|
|
$ |
173,010 |
|
Non cash investing activities |
|
|
|
|
|
|
||
Deposits for acquisition/ option to acquire vessel |
|
$ |
101,687 |
|
|
$ |
— |
|
Acquisition of vessels |
|
$ |
(138,800 |
) |
|
$ |
(201,129 |
) |
See unaudited notes to the condensed consolidated financial statements
F-5
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
(Expressed in thousands of U.S. Dollars except unit data)
|
|
Limited Partners |
|
|
Total |
|
||||||||||||||
|
|
General Partner |
|
|
Common Unitholders |
|
|
Partners' |
|
|||||||||||
|
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Capital |
|
|||||
Balance, December 31, 2023 |
|
|
622,296 |
|
|
$ |
46,016 |
|
|
|
30,184,388 |
|
|
$ |
2,724,436 |
|
|
$ |
2,770,452 |
|
Cash distribution paid ($0.05 per unit—see Note 12) |
|
|
— |
|
|
|
(31 |
) |
|
|
— |
|
|
|
(1,509 |
) |
|
|
(1,540 |
) |
Net income |
|
|
— |
|
|
|
1,467 |
|
|
|
— |
|
|
|
71,894 |
|
|
|
73,361 |
|
Balance, March 31, 2024 |
|
|
622,296 |
|
|
$ |
47,452 |
|
|
|
30,184,388 |
|
|
$ |
2,794,821 |
|
|
$ |
2,842,273 |
|
Cash distribution paid ($0.05 per unit—see Note 12) |
|
|
— |
|
|
|
(31 |
) |
|
|
— |
|
|
|
(1,509 |
) |
|
|
(1,540 |
) |
Acquisition of treasury units (see Note 8) |
|
|
— |
|
|
|
— |
|
|
|
(100,538 |
) |
|
|
(5,000 |
) |
|
|
(5,000 |
) |
Net income |
|
|
— |
|
|
|
2,030 |
|
|
|
— |
|
|
|
99,439 |
|
|
|
101,469 |
|
Balance, June 30, 2024 |
|
|
622,296 |
|
|
$ |
49,451 |
|
|
|
30,083,850 |
|
|
$ |
2,887,751 |
|
|
$ |
2,937,202 |
|
|
|
Limited Partners |
|
|
Total |
|
||||||||||||||
|
|
General Partner |
|
|
Common Unitholders |
|
|
Partners' |
|
|||||||||||
|
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Capital |
|
|||||
Balance, December 31, 2022 |
|
|
622,296 |
|
|
$ |
37,469 |
|
|
|
30,184,388 |
|
|
$ |
2,305,494 |
|
|
$ |
2,342,963 |
|
Cash distribution paid ($0.05 per unit—see Note 12) |
|
|
— |
|
|
|
(31 |
) |
|
|
— |
|
|
|
(1,509 |
) |
|
|
(1,540 |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
Net income |
|
|
— |
|
|
|
1,982 |
|
|
|
— |
|
|
|
97,183 |
|
|
|
99,165 |
|
Balance, March 31, 2023 |
|
|
622,296 |
|
|
$ |
39,420 |
|
|
|
30,184,388 |
|
|
$ |
2,401,169 |
|
|
$ |
2,440,589 |
|
Cash distribution paid ($0.05 per unit—see Note 12) |
|
|
— |
|
|
|
(31 |
) |
|
|
— |
|
|
|
(1,509 |
) |
|
|
(1,540 |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
Net income |
|
|
— |
|
|
|
2,246 |
|
|
|
— |
|
|
|
110,062 |
|
|
|
112,308 |
|
Balance, June 30, 2023 |
|
|
622,296 |
|
|
$ |
41,635 |
|
|
|
30,184,388 |
|
|
$ |
2,509,723 |
|
|
$ |
2,551,358 |
|
See unaudited notes to the condensed consolidated financial statements
F-6
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
NOTE 1 – DESCRIPTION OF BUSINESS
Navios Maritime Partners L.P. (“Navios Partners” or the “Company”), is an international owner and operator of dry cargo and tanker vessels, formed on August 7, 2007 under the laws of the Republic of the Marshall Islands.
Navios Partners is engaged in the seaborne transportation services of a wide range of liquid and dry cargo commodities including crude oil, refined petroleum, chemicals, iron ore, coal, grain, fertilizer and also containers, chartering its vessels under short, medium and longer-term charters. The operations of Navios Partners are managed by Navios Shipmanagement Inc. and its affiliates, (the “Manager”) which are entities affiliated with the Company’s Chairwoman and Chief Executive Officer (see Note 11 – Transactions with related parties and affiliates).
As of June 30, 2024, there were outstanding 30,083,850 common units and 622,296 general partnership units. Angeliki Frangou, our Chief Executive Officer and Chairwoman beneficially owns an approximately 16.8% common interest of the total outstanding common units including 4,672,314 common units held through four entities affiliated with her. An entity affiliated with Angeliki Frangou beneficially owns 622,296 general partnerships units, representing an approximately 2.0% ownership interest in Navios Partners based on all outstanding common units and general partnership units (see Note 11 – Transactions with related parties and affiliates).
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation: The accompanying interim condensed consolidated financial statements are unaudited, but, in the opinion of management, reflect all adjustments for a fair statement of Navios Partners’ consolidated balance sheets, statement of partners’ capital, statements of operations and cash flows for the periods presented. The results of operations for the interim periods are not necessarily indicative of results for the full year. The footnotes are condensed as permitted by the requirements for interim financial statements and accordingly, do not include information and disclosures required under United States generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. All such adjustments are deemed to be of a normal recurring nature. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements and notes included in Navios Partners’ annual report for the year ended December 31, 2023 filed on Form 20-F on April 3, 2024 (the “Annual Report”) with the U.S. Securities and Exchange Commission (“SEC”).
Based on internal forecasts and projections that take into account reasonably possible changes in Company’s trading performance, management believes that the Company has adequate financial resources, including cash from sale of vessels (Note 15 – Subsequent events) to continue in operation and meet its financial commitments, including but not limited to capital expenditures and debt service obligations, for a period of at least 12 months from the date of issuance of these condensed consolidated financial statements. Accordingly, the Company continues to adopt the going concern basis in preparing its financial statements.
Following Russia’s invasion of Ukraine in February 2022, the United States, the European Union, the United Kingdom and other countries have announced sanctions against Russia, and may impose wider sanctions and take other actions in the future. To date, no apparent consequences have been identified on the Company’s business. It should be noted that since the Company employs Ukrainian and Russian seafarers, it may face problems in relation to their employment, repatriation, salary payments and be subject to claims in this regard. In addition, the increased attacks in the Red Sea caused ships to avoid the use of the Red Sea and transits of the Suez Canal. Notwithstanding the foregoing and Israel’s war in Gaza, it is possible that these tensions and activities might eventually have an adverse impact on the Company’s business, financial condition, results of operations and cash flows.
Interest rates have increased significantly as central banks in Europe, United States and other developed countries have raised interest rates. The tighter monetary policy and higher long-term interest rates result in a higher cost of capital for the Company.
(b) Principles of consolidation: The accompanying interim condensed consolidated financial statements include Navios Partners’ wholly owned subsidiaries incorporated under the laws of the Republic of the Marshall Islands, Liberia, Malta, Delaware, Cayman Islands, Hong Kong, British Virgin Islands, Luxemburg and Belgium from their dates of incorporation or from the date of acquiring control or, for chartered-in vessels, from the dates charter-in agreements were in effect. All significant inter-company balances and transactions have been eliminated in Navios Partners’ condensed consolidated financial statements.
F-7
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
Navios Partners also consolidates entities that are determined to be variable interest entities (“VIE”) as defined in the accounting guidance, if it determines that it is the primary beneficiary. A VIE is defined as a legal entity where either (i) equity interest holders as a group lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entity’s residual risks and rewards, (ii) the equity holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (iii) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights.
Subsidiaries: Subsidiaries are those entities in which Navios Partners has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies of the entity.
A discussion of the Company’s significant accounting policies can be found in Note 2 – Summary of significant accounting policies to the Company’s consolidated financial statements included in the Annual Report. There have been no material changes to these policies in the six month period ended June 30, 2024.
(c) Revenue and Expense Recognition:
Revenue from time chartering and bareboat chartering
Revenues from time chartering and bareboat chartering of vessels are accounted for as operating leases and are thus recognized on a straight line basis as the average lease revenue over the rental periods of such charter agreements, as service is performed. A time charter involves placing a vessel at the charterers’ disposal for a period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Short period charters for less than three months are referred to as spot-charters. Charters extending three months to a year are generally referred to as medium-term charters. All other charters are considered long-term. The Company has determined to recognize lease revenue as a combined single lease component for all time charters (operating leases) as the related lease component and non-lease components will have the same timing and pattern of the revenue recognition of the combined single lease component. The performance obligations in a time charter contract are satisfied over term of the contract beginning when the vessel is delivered to the charterer until it is redelivered back to the Company. Under time charters, operating costs such as for crews, maintenance and insurance are typically paid by the owner of the vessel. Revenue from time chartering and bareboat chartering of vessels amounted to $301,435 and $300,689 for the three month periods ended June 30, 2024 and 2023, respectively. Revenue from time chartering and bareboat chartering of vessels amounted to $571,696 and $568,361 for the six month periods ended June 30, 2024 and 2023, respectively.
Revenue from voyage charters
Under a voyage charter, a vessel is provided for the transportation of specific goods between specific ports in return for payment of an agreed upon freight per ton of cargo. Upon adoption of ASC 606, the Company recognizes revenue ratably from port of loading to when the charterer’s cargo is discharged as well as defer costs that meet the definition of “costs to fulfill a contract” and relate directly to the contract. Revenue from voyage contracts amounted to $32,729 and $31,302 for the three month periods ended June 30, 2024 and 2023, respectively. Revenue from voyage contracts amounted to $70,870 and $55,052 for the six month periods ended June 30, 2024 and 2023, respectively.
Revenue from pooling arrangements
For vessels operating in pooling arrangements, the Company earns a portion of total revenues generated by the pool, net of expenses incurred by the pool. The amount allocated to each pool participant vessel, including the Company’s vessels, is determined in accordance with an agreed-upon formula, which is determined by points awarded to each vessel in the pool based on the vessel’s age, design and other performance characteristics. Revenue under pooling arrangements is accounted for as variable rate operating leases under the scope of ASC 842 and is recognized for the applicable period when collectability is reasonably assured. The allocation of such net revenue may be subject to future adjustments by the pool however, such changes are not expected to be material. The Company recognizes net pool revenue on a monthly and quarterly basis, when the vessel has participated in a pool during the period and the amount of pool revenue can be estimated reliably based on the pool report. Revenue from vessels operating in pooling arrangements amounted to $7,991 and $14,947 for the three month periods ended June 30, 2024 and 2023, respectively. Revenue from vessels operating in pooling arrangements amounted to $18,144 and $32,997 for the six month periods ended June 30, 2024 and 2023, respectively.
F-8
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
Revenue from profit-sharing
Profit-sharing revenues are calculated at an agreed percentage of the excess of the charterer’s average daily income (calculated on a quarterly or semi-annual basis) over an agreed amount and accounted for on an accrual basis based on provisional amounts and for those contracts that provisional accruals cannot be made due to the nature of the profit sharing elements, these are accounted for on the actual cash settlement or when such revenue becomes determinable. Profit-sharing revenue amounted to $0 for each of the three month periods ended June 30, 2024 and 2023. Profit-sharing revenue amounted to $0 and $50 for the six month periods ended June 30, 2024 and 2023, respectively.
Revenues are recorded net of address commissions. Address commissions represent a discount provided directly to the charterers based on a fixed percentage of the agreed upon charter or freight rate. Since address commissions represent a discount (sales incentive) on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer, these commissions are presented as a reduction of revenue.
Recent Accounting Pronouncements:
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in Navios Partners’ Annual Report.
NOTE 3 – CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND OTHER INVESTMENTS
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Cash and cash equivalents |
|
$ |
271,989 |
|
|
$ |
240,378 |
|
Restricted cash |
|
|
7,855 |
|
|
|
8,797 |
|
Total cash and cash equivalents and restricted cash |
|
$ |
279,844 |
|
|
$ |
249,175 |
|
Restricted cash relates to amounts held in retention accounts in order to service debt and interest payments, as required by certain of the Company’s credit facilities and financial liabilities.
Cash deposits and cash equivalents in excess of amounts covered by government-provided insurance are exposed to loss in the event of non-performance by financial institutions. Navios Partners does maintain cash deposits and equivalents in excess of government-provided insurance limits. Navios Partners also minimizes exposure to credit risk by dealing with a diversified group of major financial institutions.
Other investments consist of time deposits with original maturities of greater than three months and less than 12 months. As of June 30, 2024 and December 31, 2023, other investments amounted to $38,543 and $47,000, respectively.
NOTE 4 – VESSELS, NET
Total Vessels |
|
Cost |
|
|
Accumulated |
|
|
Net |
|
|||
Balance December 31, 2023 |
|
$ |
4,423,461 |
|
|
$ |
(688,790 |
) |
|
$ |
3,734,671 |
|
Additions/ Remeasurement of finance lease liability/ (Depreciation) |
|
|
349,987 |
|
|
|
(102,604 |
) |
|
|
247,383 |
|
Disposals |
|
|
(146,341 |
) |
|
|
24,728 |
|
|
|
(121,613 |
) |
Balance June 30, 2024 |
|
$ |
4,627,107 |
|
|
$ |
(766,666 |
) |
|
$ |
3,860,441 |
|
The above balances as of June 30, 2024 are analyzed in the following tables:
Owned Vessels |
|
Cost |
|
|
Accumulated |
|
|
Net |
|
|||
Balance December 31, 2023 |
|
$ |
3,782,032 |
|
|
$ |
(656,531 |
) |
|
$ |
3,125,501 |
|
Additions/ (Depreciation) |
|
|
324,561 |
|
|
|
(89,988 |
) |
|
|
234,573 |
|
Disposals |
|
|
(101,640 |
) |
|
|
20,364 |
|
|
|
(81,276 |
) |
Balance June 30, 2024 |
|
$ |
4,004,953 |
|
|
$ |
(726,155 |
) |
|
$ |
3,278,798 |
|
F-9
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
Right-of-use assets under finance lease |
|
Cost |
|
|
Accumulated |
|
|
Net |
|
|||
Balance December 31, 2023 |
|
$ |
641,429 |
|
|
$ |
(32,259 |
) |
|
$ |
609,170 |
|
Remeasurement of finance lease liability/ (Depreciation) |
|
|
25,426 |
|
|
|
(12,616 |
) |
|
|
12,810 |
|
Transfers to owned vessels |
|
|
(44,701 |
) |
|
|
4,364 |
|
|
|
(40,337 |
) |
Balance June 30, 2024 |
|
$ |
622,154 |
|
|
$ |
(40,511 |
) |
|
$ |
581,643 |
|
Right-of-use assets under finance leases are calculated at an amount equal to the finance liability, increased with the allocated excess value, the initial direct costs and adjusted for the carrying amount of the straight-line effect of liability as well as the favorable and unfavorable lease terms derived from charter-in agreements. Following the declarations of the Company’s option to extend the charter period for one year for one Kamsarmax vessel and the option to acquire three Kamsarmax vessels (excluding one Kamsarmax vessel, which was delivered into Navios Partners' fleet in June 2024) and one Ultra-Handymax vessel, the corresponding right-of-use asset under finance lease was increased by the aggregate amount of $26,062, upon remeasurement of the finance lease liability, to $163,216 (see Note 6 – Borrowings).
During the six month periods ended June 30, 2024 and 2023, the Company capitalized certain extraordinary fees and costs related to vessels’ regulatory requirements, including ballast water treatment system installation, exhaust gas cleaning system installation and other improvements, that amounted to $10,284 and $21,342, respectively, and are presented under the caption “Acquisition of/ additions to vessels” in the condensed Consolidated Statements of Cash Flows (see Note 11 – Transactions with related parties and affiliates).
Acquisition of Vessels
2024
In June 2024, Navios Partners agreed to acquire from an unrelated third party the Navios Venus, a 2015-built Ultra-Handymax vessel of 61,339 dwt, which was previously chartered-in and accounted for as a right-of-use asset under operating lease. In accordance with the provisions of ASC 842, the Company accounted the transaction as a lease modification and upon reassessment of the classification of the lease, the Company has classified the above transaction as a finance lease, as of the effective date of the modification. Following the reassessment performed, the Company recognized a right-of-use asset at $27,463, being an amount equal to the finance lease liability (see Note 6 – Borrowings). The acquisition is expected to be completed during the fourth quarter of 2024.
On June 3, 2024, Navios Partners paid an amount of $28,789 and acquired from an unrelated third party, the Navios Coral, a 2016-built Kamsarmax vessel of 84,904 dwt, which was previously accounted for as a right-of-use asset under a finance lease. At the same date, the Company derecognized the right-of-use asset under the finance lease and recognized the vessel at an aggregate cost of $40,495.
On June 3, 2024, Navios Partners took delivery of the Zim Hawk, a 2024-built 5,300 TEU Containership, from an unrelated third party, for an acquisition cost of $69,083 (including $6,258 capitalized expenses).
On May 13, 2024, Navios Partners took delivery of the Nave Cosmos, a 2024-built Aframax/LR2 vessel of 115,651 dwt, from an unrelated third party, for an acquisition cost of $67,868 (including $5,210 capitalized expenses).
On April 8, 2024, Navios Partners took delivery of the Zim Condor, a 2024-built 5,300 TEU Containership, from an unrelated third party, for an acquisition cost of $69,143 (including $6,318 capitalized expenses).
On January 25, 2024, Navios Partners took delivery of the Zim Eagle, a 2024-built 5,300 TEU Containership, from an unrelated third party, for an acquisition cost of $67,707 (including $6,107 capitalized expenses).
2023
On June 21, 2023, Navios Partners took delivery of the Navios Amethyst, a 2023-built Capesize vessel of 182,212 dwt, from an unrelated third party, by entering into a 15-year bareboat charter-in agreement which provides for purchase options with de-escalating purchase prices. Navios Partners accounted for the bareboat charter-in agreement as a finance lease, and recognized a right of use asset at $63,690, being an amount equal to the initial measurement of the finance lease liability increased by the amount of $2,346, which was prepaid before the lease commencement.
F-10
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
On April 27, 2023, Navios Partners took delivery of the Navios Sakura, a 2023-built Capesize vessel of 182,169 dwt, from an unrelated third party by entering into a 15-year bareboat charter-in agreement which provides for purchase options with de-escalating purchase prices. Navios Partners accounted for the bareboat charter-in agreement as a finance lease, and recognized a right of use asset at $49,770, being an amount equal to the initial measurement of the finance lease liability increased by the amount of $2,579, which was prepaid before the lease commencement.
On March 29, 2023, Navios Partners took delivery of the Navios Altair, a 2023-built Capesize vessel of 182,115 dwt, from an unrelated third party, by entering into a 15-year bareboat charter-in agreement which provides for purchase options with de-escalating purchase prices. Navios Partners accounted for the bareboat charter-in agreement as a finance lease, and recognized a right-of-use asset at $45,934 being an amount equal to the initial measurement of the finance lease liability, increased by the amount of $2,815, which was prepaid before the lease commencement.
On March 6, 2023, Navios Partners paid an amount of $42,879 (including $1,600 related to the scrubber system installation) and acquired from an unrelated third party, the Navios Felix, a 2016-built scrubber-fitted Capesize vessel of 181,221 dwt, which was previously accounted for as a right-of-use asset under a finance lease. At the same date, the Company derecognized the right-of-use asset under the finance lease and recognized the vessel at an aggregate cost of $53,232.
On February 5, 2023, Navios Partners took delivery of the Navios Meridian, a 2023-built Kamsarmax vessel of 82,010 dwt, from an unrelated third party, for an acquisition cost of $35,605.
Sale of Vessels
2024
During the six month period ended June 30, 2024, Navios Partners sold four vessels to various unrelated third parties for an aggregate net sales price of $91,400. Following the sale of such vessels, the aggregate amount of $16,747 (including the aggregate remaining carrying balance of drydock and special survey cost of $991) is presented under the caption “Gain on sale of vessels, net” in the condensed Consolidated Statements of Operations and the condensed Consolidated Statements of Cash Flows.
2023
During the six month period ended June 30, 2023, Navios Partners sold 12 vessels to various unrelated third parties for an aggregate net sales price of $215,839. Following the sale of such vessels, the aggregate amount of $43,601 (including the aggregate remaining carrying balance of dry-dock and special survey cost of $11,078) is presented under the caption “Gain on sale of vessels, net” in the condensed Consolidated Statements of Operations and the condensed Consolidated Statements of Cash Flows.
Vessels “agreed to be sold”
2023
On May 10, 2023, Navios Partners agreed to sell a 2008-built LR1 vessel of 63,599 dwt, to an unrelated third party, for a net sales price of $21,583. The sale was completed on July 7, 2023. The aggregate net carrying amount of the vessel amounted to $14,246 at the date of the sale. The vessel was subject to an existing time charter with an unrelated charterer and was not immediately available for sale and therefore, did not qualify as an asset held for sale as of June 30, 2023.
Vessels impairment loss
2024
As of June 30, 2024, Navios Partners assessed whether impairment indicators for any of its long-lived assets existed and concluded that such indicators were present for two of its dry bulk vessels, mainly due to Company’s intention to sell these vessels. As of June 30, 2024, the undiscounted projected net operating cash flows for the two vessels did not exceed the carrying value of each asset group and an impairment loss of $7,614 was recognized and is presented under the caption “Gain on sale of vessels, net” in the condensed Consolidated Statements of Operations and the condensed Consolidated Statements of Cash Flows. The impairment loss was calculated as the difference between the fair value of the vessel (see Note 7 – Fair value of financial instruments) and the carrying value of the asset group.
F-11
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
NOTE 5 – INTANGIBLE ASSETS AND LIABILITIES
Intangible assets as of June 30, 2024 and December 31, 2023 consisted of the following:
|
|
Cost |
|
|
Accumulated |
|
|
Net Book Value |
|
|||
Favorable lease terms December 31, 2023 |
|
$ |
211,644 |
|
|
$ |
(151,213 |
) |
|
$ |
60,431 |
|
Amortization |
|
|
— |
|
|
|
(9,079 |
) |
|
|
(9,079 |
) |
Favorable lease terms June 30, 2024 |
|
$ |
211,644 |
|
|
$ |
(160,292 |
) |
|
$ |
51,352 |
|
Amortization expense of favorable lease terms for each of the periods ended June 30, 2024 and 2023 is presented in the following table:
|
|
Three Month Period Ended June 30, 2024 |
|
|
Three Month Period Ended June 30, 2023 |
|
|
Six Month Period Ended June 30, 2024 |
|
|
Six Month Period Ended June 30, 2023 |
|
||||
Favorable lease terms |
|
$ |
(4,540 |
) |
|
$ |
(4,539 |
) |
|
$ |
(9,079 |
) |
|
$ |
(9,207 |
) |
Total |
|
$ |
(4,540 |
) |
|
$ |
(4,539 |
) |
|
$ |
(9,079 |
) |
|
$ |
(9,207 |
) |
The aggregate amortization of the intangible assets for the next five 12-month periods ending June 30 is estimated to be as follows:
Period |
|
Amount |
|
|
2025 |
|
$ |
17,702 |
|
2026 |
|
|
11,182 |
|
2027 |
|
|
5,115 |
|
2028 |
|
|
4,982 |
|
2029 |
|
|
4,982 |
|
2030 and thereafter |
|
|
7,389 |
|
Total |
|
$ |
51,352 |
|
Intangible assets subject to amortization are amortized using straight-line method over their estimated useful lives to their estimated residual value of zero. As of June 30, 2024, the weighted average useful life of the remaining favorable lease terms was 4.7 years.
Intangible liabilities as of June 30, 2024 and December 31, 2023 consisted of the following:
|
|
Cost |
|
|
Accumulated |
|
|
Net Book Value |
|
|||
Unfavorable lease terms December 31, 2023 |
|
$ |
231,407 |
|
|
$ |
(203,423 |
) |
|
$ |
27,984 |
|
Amortization |
|
|
— |
|
|
|
(6,307 |
) |
|
|
(6,307 |
) |
Unfavorable lease terms June 30, 2024 |
|
$ |
231,407 |
|
|
$ |
(209,730 |
) |
|
$ |
21,677 |
|
Amortization income of unfavorable lease terms for each of the periods ended June 30, 2024 and 2023 is presented in the following table:
|
|
Three Month Period Ended June 30, 2024 |
|
|
Three Month Period Ended June 30, 2023 |
|
|
Six Month Period Ended June 30, 2024 |
|
|
Six Month Period Ended June 30, 2023 |
|
||||
Unfavorable lease terms |
|
$ |
3,171 |
|
|
$ |
5,322 |
|
|
$ |
6,307 |
|
|
$ |
12,910 |
|
Total |
|
$ |
3,171 |
|
|
$ |
5,322 |
|
|
$ |
6,307 |
|
|
$ |
12,910 |
|
F-12
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
The aggregate amortization of the intangible liabilities for the next five 12-month periods ending June 30 is estimated to be as follows:
Period |
|
Amount |
|
|
2025 |
|
$ |
12,204 |
|
2026 |
|
|
9,473 |
|
2027 |
|
|
— |
|
2028 |
|
|
— |
|
2029 |
|
|
— |
|
2030 and thereafter |
|
|
— |
|
Total |
|
$ |
21,677 |
|
Intangible liabilities subject to amortization are amortized using straight-line method over their estimated useful lives to their estimated residual value of zero. As of June 30, 2024, the weighted average useful life of the remaining unfavorable lease terms was 1.8 years.
NOTE 6 – BORROWINGS
Borrowings as of June 30, 2024 and December 31, 2023 consisted of the following:
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Credit facilities |
|
$ |
1,019,721 |
|
|
$ |
908,288 |
|
Financial liabilities |
|
|
522,913 |
|
|
|
502,275 |
|
Finance lease liabilities |
|
|
444,901 |
|
|
|
468,414 |
|
Total borrowings |
|
$ |
1,987,535 |
|
|
$ |
1,878,977 |
|
Less: Current portion of long-term borrowings, net |
|
|
(529,651 |
) |
|
|
(285,036 |
) |
Less: Deferred finance costs, net |
|
|
(20,321 |
) |
|
|
(17,514 |
) |
Long-term borrowings, net |
|
$ |
1,437,563 |
|
|
$ |
1,576,427 |
|
As of June 30, 2024, the total borrowings, net of deferred finance costs were $1,967,214.
Credit Facilities
ABN Amro Bank N.V: On June 26, 2024, Navios Partners entered into a reducing revolving credit facility with ABN Amro Bank N.V for a total amount up to $95,000 (divided into two tranches) in order to refinance the existing indebtedness of two of its vessels and to finance part of the acquisition cost of four dry bulk vessels. On June 28, 2024, the first tranche of the credit facility of $45,000 was drawn. In August 2024, the amount of $34,242 was drawn and the amount of $15,758 remains to be drawn. As of June 30, 2024, the total outstanding balance was $45,000. The credit facility matures five years after each drawdown date and bears interest at Compounded Secured Overnight Financing Rate (“Compounded SOFR”) plus 175 bps per annum.
Nordea Bank ABP: On January 3, 2024, Navios Partners entered into a credit facility with Nordea Bank ABP for a total amount up to $40,000 in order to refinance three tankers. On March 26, 2024, the full amount was drawn. As of June 30, 2024, the total outstanding balance was $38,758. The credit facility matures in the first quarter of 2029 and bears interest at Compounded SOFR plus 195 bps per annum.
BNP PARIBAS: On June 12, 2023, Navios Partners entered into a credit facility with BNP Paribas of up to $40,000 in order to refinance the existing indebtedness of nine of its containerships. On June 16, 2023, the full amount was drawn. On April 29, 2024, Navios Partners prepaid the amount of $3,990 relating to one containership that was released from the facility. As of June 30, 2024, the total outstanding balance was $27,924. The credit facility matures in the second quarter of 2026 and bears interest at Compounded SOFR plus 250 bps per annum.
DNB (UK) Limited and The Export-Import Bank of China: On February 16, 2023, Navios Partners entered into a credit facility with DNB (UK) Limited and The Export-Import Bank of China for a total amount up to $161,600 in order to finance part of the contract price of four newbuilding containerships. During the first half of 2024, the amount of $121,600 was drawn, in relation to the deliveries of the three 5,300 TEU newbuilding containerships. In July 2024, in relation to the delivery of the remaining 5,300 TEU newbuilding containership, the amount of $40,000 was drawn.
F-13
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
As of June 30, 2024, the total outstanding balance was $120,580. The credit facility matures ten years after each drawdown date upon the delivery of the respective vessel and bears interest at Compounded SOFR plus 170 bps per annum.
KFW IPEX-BANK GMBH: On September 30, 2022, Navios Partners entered into a credit facility with KFW IPEX-BANK GMBH (“KFW”) for a total amount up to $86,240 in order to finance part of the acquisition cost of two newbuilding containerships. Following the delivery of the two 5,300 TEU newbuilding containerships in November 2023 and January 2024, the full amount was drawn. As of June 30, 2024, the total outstanding balance was $84,219. The credit facility matures in the fourth quarter of 2030 and the first quarter of 2031 and bears interest at Compounded SOFR plus 200 bps per annum.
Hamburg Commercial Bank AG: On September 5, 2022, Navios Partners entered into a credit facility with Hamburg Commercial Bank AG (“HCOB”) for a total amount up to $210,000 in order to refinance the existing indebtedness of 20 of its vessels and for working capital purposes. On September 9, 2022, the full amount was drawn. During the year ended December 31, 2022, following the sale of two vessels, the aggregate amount of $10,239 was prepaid. During the year ended December 31, 2023, following the sale of two vessels, the aggregate amount of $14,182 was prepaid. During the first half of 2024, in relation to the sales of a 2004-built Panamax vessel of 76,602 dwt and a 2006-built Panamax vessel of 76,596 dwt, the aggregate amount of $9,756 was prepaid. In August 2024, in relation to the sale of one 2005-built Post-Panamax vessel of 87,052 dwt, the amount of $3,593 was prepaid. As of June 30, 2024, the total outstanding balance was $121,867. The credit facility matures in the second quarter of 2025 and bears interest at Compounded SOFR plus 250 bps per annum.
In August 2021, as amended on November 10, 2021 and December 7, 2021, Navios Maritime Acquisition Corporation (“Navios Acquisition”) entered into a loan agreement with HCOB, Alpha Bank S.A. and National Bank of Greece, of $190,216 in order to partially refinance the existing indebtedness of seven tanker vessels. Pursuant to an amendment in December 2021, two container vessels were added as collaterals. In January 2023, following the sale of one 2011-built Chemical Tanker vessel of 25,145 dwt and one 2010-built Chemical Tanker vessel of 25,130 dwt, the amount of $11,440 was prepaid. In May 2024, in relation to the sale of one 2009-built VLCC of 297,188 dwt, the amount of $16,568 was prepaid. As of June 30, 2024, the total outstanding balance of the credit facility was $84,715. The credit facility matures in the second quarter of 2025. Pursuant to the amendment dated July 24, 2023, the credit facility bears interest at Compounded SOFR plus margin ranging from 290 to 350 bps per annum, based on the loan to value ratio as defined in the loan agreement.
DNB BANK ASA: On August 19, 2021, Navios Partners entered into a credit facility with DNB Bank ASA for a total amount up to $18,000, in order to finance part of the acquisition cost of the Navios Azimuth. On August 20, 2021, the full amount was drawn. On February 20, 2024, the total outstanding balance of $12,240 was fully prepaid.
On December 13, 2021, Navios Partners entered into a sustainability linked credit facility with DNB Bank ASA of up to $72,710 for the refinancing of the existing credit facilities of three tanker vessels and two dry bulk vessels. On December 15, 2021, the full amount was drawn. On December 15, 2023, Navios Partners prepaid the amount of $37,075 relating to three tanker vessels that were released from the facility. On June 28, 2024, the total outstanding balance of $17,160 relating to the remaining two dry bulk vessels was fully prepaid.
Financial Liabilities
In February 2024, Navios Partners entered into a sale and leaseback agreement of $16,800 with an unrelated third party for the Navios Azimuth, a 2011-built Capesize vessel of 179,169 dwt. The bareboat charter-in provides for purchase options with de-escalating purchase prices starting on the end of the fourth year. Navios Partners has a purchase option to acquire the vessel at the end of the lease term given the fact that such exercise price is not equal to the fair value of the asset at the end of the lease term, the transaction was determined to be a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessel from its balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability. On March 15, 2024, the amount of $16,800 was drawn. As of June 30, 2024, the outstanding balance under the sale and leaseback agreement was $16,256. The sale and leaseback transaction matures in the first quarter of 2030 and bears interest at Term Secured Overnight Financing Rate ("Term SOFR") plus 225 bps per annum.
In January 2024, Navios Partners entered into a sale and leaseback agreement of up to $45,260 with an unrelated third party, in order to finance the acquisition of one 115,000 dwt Aframax/LR2 newbuilding vessel. As of June 30, 2024, the total amount remained undrawn.
F-14
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
The sale and leaseback agreement matures seven years after the drawdown date and bears interest at Term SOFR plus 190 bps per annum.
In November 2023, Navios Partners entered into sale and leaseback agreements of $175,600 with unrelated third parties, in order to finance the acquisition of two 5,300 TEU newbuilding containerships and two newbuilding Aframax/LR2 tanker vessels. In August 2024, in relation to the delivery of the Nave Polaris, a 2024-built Aframax/LR2 vessel of 115,699 dwt, the amount of $43,850 was drawn and $131,750 remains to be drawn. The sale and leaseback transaction matures ten years after each drawdown date and bears interest at Term SOFR plus 200 bps per annum.
In May 2023, Navios Partners entered into sale and leaseback agreements of $178,000 with unrelated third parties, in order to finance the acquisition of two 5,300 TEU newbuilding containerships and two newbuilding Aframax/LR2 tanker vessels. In May 2024, in relation to the delivery of the Nave Cosmos, a 2024-built Aframax/LR2 vessel of 115,651 dwt, the amount of $44,500 was drawn. In August 2024, in relation to the delivery of the Zim Seagull, a 2024-built 5,300 TEU containership, the amount of $44,500 was drawn and $89,000 remains to be drawn. As of June 30, 2024, the outstanding balance under the sale and leaseback agreement was $43,970. The sale and leaseback transaction matures ten years after each drawdown date and bears interest at Term SOFR plus 210 bps per annum.
In October 2022, Navios Partners completed a $100,000 sale and leaseback transaction with unrelated third parties to refinance the existing sale and leaseback transaction of 12 containerships. Navios Partners has a purchase obligation to acquire the vessels at the end of the lease term and under ASC 842-40, the transfer of the vessels was determined to be a failed sale. In accordance with ASC 842-40, Navios Partners did not derecognize the respective vessels from its balance sheet and accounted for the amounts received under the sale and leaseback transaction as a financial liability. Navios Partners drew the entire amount on October 31, 2022, net of discount of $800. In May 2024, in relation to the sale of one 2007-built 3,450 TEU containership, the amount of $4,411 was prepaid. Navios Partners also has an obligation at maturity to purchase the 11 containerships. As of June 30, 2024, the outstanding balance under the sale and leaseback agreement was $55,223. The sale and leaseback agreement bears interest at Term SOFR plus 210 bps per annum.
Finance Lease Liabilities
In June 2024, Navios Partners agreed to acquire from an unrelated third party the Navios Venus, a previously chartered-in, 2015-built Ultra-Handymax vessel of 61,339 dwt, which was previously accounted for as a right-of-use asset under operating lease. In accordance with the provisions of ASC 842, the Company accounted the transaction as a lease modification and upon reassessment of the classification of the lease, the Company has classified the above transaction as finance lease, as of the effective date of the modification. Consequently, as per ASC 842-10-25-11, the Company reallocated the remaining consideration in the contract and remeasured the lease liability using an updated incremental borrowing rate of approximately 6%. As of June 30, 2024, the outstanding balance was $27,383.
On July 29, 2022, Navios Partners took delivery of the Navios Coral, a 2016-built Kamsarmax vessel of 84,904 dwt, for a remaining three-year charter-in agreement. The charter-in provided for purchase options with de-escalating purchase prices. The Company had performed an assessment considering the lease classification criteria under ASC 842 and concluded that the arrangement was a finance lease. Consequently, the Company had recognized a finance lease liability based on the net present value of the remaining charter-in payments including the purchase option to acquire the vessel at the end of the lease period, discounted by the Company’s incremental borrowing rate of approximately 6%. During the first quarter of 2024, the Company declared its option to acquire the vessel and remeasured the finance lease liability. The finance lease liability recognized at the date of remeasurement was decreased by $636. The corresponding right-of-use asset under finance lease was adjusted upon remeasurement of the finance lease liability (see Note 4 – Vessels, net). In June 2024, the Company acquired the Navios Coral and repaid in full the outstanding balance of the finance lease liability as of that date.
On July 29, 2022, Navios Partners took delivery of the Navios Amber, a 2015-built Kamsarmax vessel of 80,994 dwt, for a remaining one-year charter-in agreement. The charter-in provides for purchase options with de-escalating purchase prices. The Company has performed an assessment considering the lease classification criteria under ASC 842 and concluded that the arrangement is a finance lease. Consequently, the Company has recognized a finance lease liability based on the net present value of the remaining charter-in payments including the purchase option to acquire the vessel at the end of the lease period, discounted by the Company’s incremental borrowing rate of approximately 6%. During the first quarter of 2024, the Company declared its option to extend the charter period for one year and declared its option to acquire the vessel. Under the ASC 842, the extension of the charter period is considered as a lease modification. Consequently, the Company reallocated the remaining consideration in the contract and remeasured the finance lease liability by using the updated Company’s incremental borrowing rate of approximately 6%.
F-15
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
The finance lease liability recognized at the date of modification was increased by $592. The corresponding right-of-use asset under finance lease was adjusted upon remeasurement of the finance lease liability (see Note 4 – Vessels, net). As of June 30, 2024, the outstanding balance was $31,009.
On July 29, 2022, Navios Partners took delivery of the Navios Citrine, a 2017-built Kamsarmax vessel of 81,626 dwt, for a remaining three-year charter-in agreement. The charter-in provides for purchase options with de-escalating purchase prices. The Company has performed an assessment considering the lease classification criteria under ASC 842 and concluded that the arrangement is a finance lease. Consequently, the Company has recognized a finance lease liability based on the net present value of the remaining charter-in payments including the purchase option to acquire the vessel at the end of the lease period, discounted by the Company’s incremental borrowing rate of approximately 6%. During the first quarter of 2024, the Company declared its option to acquire the vessel and remeasured the finance lease liability. The finance lease liability recognized at the date of remeasurement was decreased by $969. The corresponding right-of-use asset under finance lease was adjusted upon remeasurement of the finance lease liability (see Note 4 – Vessels, net). As of June 30, 2024, the outstanding balance was $26,140.
On July 29, 2022, Navios Partners took delivery of the Navios Dolphin, a 2017-built Kamsarmax vessel of 81,630 dwt, for a remaining three-year charter-in agreement. The charter-in provides for purchase options with de-escalating purchase prices. The Company has performed an assessment considering the lease classification criteria under ASC 842 and concluded that the arrangement is a finance lease. Consequently, the Company has recognized a finance lease liability based on the net present value of the remaining charter-in payments including the purchase option to acquire the vessel at the end of the lease period, discounted by the Company’s incremental borrowing rate of approximately 6%. During the first quarter of 2024, the Company declared its option to acquire the vessel and remeasured the finance lease liability. The finance lease liability recognized at the date of remeasurement was decreased by $1,024. The corresponding right-of-use asset under finance lease was adjusted upon remeasurement of the finance lease liability (see Note 4 – Vessels, net). As of June 30, 2024, the outstanding balance was $26,164.
As of June 30, 2024 and 2023, payments related to the finance lease liabilities for the six month periods ended amounted to $20,307 and $12,119, respectively and are presented under the caption “Repayment of long-term debt and financial liabilities” in the condensed Consolidated Statements of Cash Flows.
Covenants and Other Terms of Credit Facilities and Financial Liabilities
The credit facilities and certain financial liabilities contain a number of restrictive covenants that prohibit or limit Navios Partners from, among other things: incurring or guaranteeing indebtedness; entering into affiliate transactions; charging, pledging or encumbering the vessels; changing the flag, class, management or ownership of Navios Partners’ vessels; changing the commercial and technical management of Navios Partners’ vessels; selling or changing the beneficial ownership or control of Navios Partners’ vessels; not maintaining Navios Holdings’, Angeliki Frangou’s or their affiliates’ ownership in Navios Partners of at least 5.0%; and subordinating the obligations under the credit facilities to any general and administrative costs related to the vessels, including the fixed daily fee payable under the Management Agreements (defined herein).
The Company’s credit facilities and certain financial liabilities also require compliance with a number of financial covenants, including: (i) maintain a required security ranging over 110% to 140%; (ii) minimum free consolidated liquidity in an amount equal to $500 per owned vessel and a number of vessels as defined in the Company’s credit facilities and financial liabilities; (iii) maintain a ratio of EBITDA to interest expense of at least 2.00:1.00; (iv) maintain a ratio of total liabilities or total debt to total assets (as defined in the Company’s credit facilities and financial liabilities) ranging from less than 0.75 to 0.80; and (v) maintain a minimum net worth of $135,000.
It is an event of default under the credit facilities and certain financial liabilities if such covenants are not complied with in accordance with the terms and subject to the prepayments or cure provisions of the facilities.
As of June 30, 2024, Navios Partners was in compliance with the financial covenants and/or the prepayments and/or the cure provisions, as applicable, in each of its credit facilities and certain financial liabilities.
F-16
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
The annualized weighted average interest rates of the Company’s total borrowings for each of the three and six month periods ended June 30, 2024 were 7.1%. The annualized weighted average interest rates of the Company’s total borrowings for the three and six month periods ended June 30, 2023 were 7.4% and 7.2%, respectively.
The maturity table below reflects the principal payments for the next five 12-month periods ending June 30 of all borrowings of Navios Partners outstanding as of June 30, 2024, based on the repayment schedules of the respective credit facilities, financial liabilities and finance lease liabilities.
Period |
|
Amount |
|
|
2025 |
|
$ |
535,500 |
|
2026 |
|
|
311,344 |
|
2027 |
|
|
226,902 |
|
2028 |
|
|
210,149 |
|
2029 |
|
|
136,541 |
|
2030 and thereafter |
|
|
567,099 |
|
Total |
|
$ |
1,987,535 |
|
NOTE 7 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of many of Navios Partners’ financial instruments, including accounts receivable and accounts payable approximate their fair value due primarily to the short-term maturity of the related instruments.
Fair value of financial instruments
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and cash equivalents: The carrying amounts reported in the condensed Consolidated Balance Sheets for interest bearing deposits approximate their fair value because of the short maturity of these deposits.
Restricted cash: The carrying amounts reported in the condensed Consolidated Balance Sheets for interest bearing deposits approximate their fair value because of the short maturity of these deposits.
Other investments: The carrying amounts reported in the condensed Consolidated Balance Sheets for interest bearing deposits approximate their fair value.
Amounts due from related parties, short-term: The carrying amount of due from related parties, short-term reported in the condensed Consolidated Balance Sheets approximates its fair value due to the short-term nature of these receivables.
Amounts due from related parties, long-term: The carrying amount of due from related parties, long-term reported in the condensed Consolidated Balance Sheets approximates its fair value.
Amounts due to related parties, short-term: The carrying amount of due to related parties, short-term reported in the condensed Consolidated Balance Sheets approximates its fair value due to the short-term nature of these payables.
Credit facilities and financial liabilities, including current portion, net: The book value has been adjusted to reflect the net presentation of deferred finance costs. The outstanding balance of the floating rate credit facilities and financial liabilities continues to approximate its fair value, excluding the effect of any deferred finance costs.
The estimated fair values of the Navios Partners’ financial instruments are as follows:
F-17
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Book |
|
|
Fair |
|
|
Book |
|
|
Fair |
|
||||
Cash and cash equivalents |
|
$ |
271,989 |
|
|
$ |
271,989 |
|
|
$ |
240,378 |
|
|
$ |
240,378 |
|
Restricted cash |
|
$ |
7,855 |
|
|
$ |
7,855 |
|
|
$ |
8,797 |
|
|
$ |
8,797 |
|
Other investments |
|
$ |
38,543 |
|
|
$ |
38,543 |
|
|
$ |
47,000 |
|
|
$ |
47,000 |
|
Amounts due from related parties, short-term |
|
$ |
29,784 |
|
|
$ |
29,784 |
|
|
$ |
— |
|
|
$ |
— |
|
Amounts due from related parties, long-term |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
39,570 |
|
|
$ |
39,570 |
|
Amounts due to related parties, short-term |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(32,026 |
) |
|
$ |
(32,026 |
) |
Credit facilities and financial liabilities, including current portion, net |
|
$ |
(1,522,313 |
) |
|
$ |
(1,542,634 |
) |
|
$ |
(1,393,049 |
) |
|
$ |
(1,410,563 |
) |
Fair Value Measurements
The estimated fair value of the Company’s financial instruments that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows:
Level I: Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Valuation of these items does not entail a significant amount of judgment.
Level II: Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date.
Level III: Inputs that are unobservable. The Company did not use any Level III inputs as of June 30, 2024.
|
|
Fair Value Measurements as at June 30, 2024 |
|
|||||||||||||
|
|
Total |
|
|
Level I |
|
|
Level II |
|
|
Level III |
|
||||
Cash and cash equivalents |
|
$ |
271,989 |
|
|
$ |
271,989 |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted cash |
|
$ |
7,855 |
|
|
$ |
7,855 |
|
|
$ |
— |
|
|
$ |
— |
|
Other investments |
|
$ |
38,543 |
|
|
$ |
38,543 |
|
|
$ |
— |
|
|
$ |
— |
|
Amounts due from related parties, short-term |
|
$ |
29,784 |
|
|
$ |
— |
|
|
$ |
29,784 |
|
|
$ |
— |
|
Credit facilities and financial liabilities, including current portion, net (1) |
|
$ |
(1,542,634 |
) |
|
$ |
— |
|
|
$ |
(1,542,634 |
) |
|
$ |
— |
|
|
|
Fair Value Measurements as at December 31, 2023 |
|
|||||||||||||
|
|
Total |
|
|
Level I |
|
|
Level II |
|
|
Level III |
|
||||
Cash and cash equivalents |
|
$ |
240,378 |
|
|
$ |
240,378 |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted cash |
|
$ |
8,797 |
|
|
$ |
8,797 |
|
|
$ |
— |
|
|
$ |
— |
|
Other investments |
|
$ |
47,000 |
|
|
$ |
47,000 |
|
|
$ |
— |
|
|
$ |
— |
|
Amounts due from related parties, long-term |
|
$ |
39,570 |
|
|
$ |
— |
|
|
$ |
39,570 |
|
|
$ |
— |
|
Amounts due to related parties, short-term |
|
$ |
(32,026 |
) |
|
$ |
— |
|
|
$ |
(32,026 |
) |
|
$ |
— |
|
Credit facilities and financial liabilities, including current portion, net (1) |
|
$ |
(1,410,563 |
) |
|
$ |
— |
|
|
$ |
(1,410,563 |
) |
|
$ |
— |
|
As of June 30, 2024, the estimated fair value of the Company’s vessels measured at fair value on a non-recurring basis, is based on the third party valuation reports and is categorized based upon the fair value hierarchy as follows:
|
|
Fair Value Measurements as at June 30, 2024 |
|
|||||||||||||
|
|
Total |
|
|
Level I |
|
|
Level II |
|
|
Level III |
|
||||
Vessels |
|
$ |
25,510 |
|
|
$ |
— |
|
|
$ |
25,510 |
|
|
$ |
— |
|
As of December 31, 2023, the estimated fair value of the Company’s right-of-use asset measured at fair value on a non-recurring basis, is based on what a market participant would pay for the right-of-use asset for its highest and best use calculated using discounted cash flow, which comprises various assumptions, including the Company’s discount factor of 11.0% and is categorized based upon the fair value hierarchy as follows:
F-18
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
|
|
Fair Value Measurements as at December 31, 2023 |
|
|||||||||||||
|
|
Total |
|
|
Level I |
|
|
Level II |
|
|
Level III |
|
||||
Operating leases |
|
$ |
3,595 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,595 |
|
NOTE 8 – REPURCHASES AND ISSUANCE OF UNITS
In July 2022, the Board of Directors of Navios Partners authorized a common unit repurchase program for up to $100,000 of the Company’s common units. Common unit repurchases will be made from time to time for cash in open market transactions at prevailing market prices or in privately negotiated transactions. The timing and amount of repurchases under the program will be determined by Navios Partners’ management based upon market conditions and financial and other considerations, including working capital and planned or anticipated growth opportunities. The program does not require any minimum repurchase or any specific number of common units and may be suspended or reinstated at any time in the Company’s discretion and without notice. The Board of Directors will review the program periodically. As of June 30, 2024, the Company had repurchased 100,538 common units, for a total cost of approximately $5,000. As of September 4, 2024, the Company had repurchased 246,573 common units, for a total cost of approximately $12,179.
NOTE 9 – INCOME TAXES
The Republic of the Marshall Islands does not impose a tax on international shipping income. Under the laws of the Marshall Islands, Malta, Liberia, Cayman Islands, Hong Kong, British Virgin Islands, Panama and Belgium, the countries of the vessel-owning subsidiaries’ incorporation and/or vessels’ registration, the vessel-owning subsidiaries are subject to registration and tonnage taxes, which have been included in vessel expenses in the accompanying condensed Consolidated Statements of Operations.
In accordance with the currently applicable Greek law, foreign flagged vessels that are managed by Greek or foreign ship management companies having established an office in Greece on the basis of the applicable licensing regime are subject to tax liability towards the Greek state, which is calculated on the basis of the relevant vessel’s tonnage. A tax credit is recognized for tonnage tax (or similar tax) paid abroad, up to the amount of the tax due in Greece.
The owner, the manager and the bareboat charterer or the financial lessee (where applicable) are liable to pay the tax due to the Greek state. The payment of said tax exhausts the tax liability of the foreign ship owning company, the bareboat charterer, the financial lessee (as applicable) and the relevant manager against any tax, duty, charge or contribution payable on income from the exploitation of the foreign flagged vessel outside Greece.
We have elected to be treated and we are currently treated as a corporation for U.S. federal income tax purposes. As such, we are not subject to section 1446 as that section only applies to entities that for U.S. federal income tax purposes are characterized as partnerships.
Pursuant to Section 883 of the Internal Revenue Code of the United States, U.S. source income from the international operation of ships is generally exempt from U.S. income tax if the company operating the ships meets certain incorporation and ownership requirements. Among other things, in order to qualify for this exemption, the company operating the ships must be incorporated in a country, which grants an equivalent exemption from income taxes to U.S. corporations. All the vessel-owning subsidiaries satisfy these initial criteria.
In addition, these companies must meet an ownership test. The management of Navios Partners believes that this ownership test was satisfied prior to the IPO by virtue of a special rule applicable to situations where the ship operating companies are beneficially owned by a publicly traded company. Although not free from doubt, management also believes that the ownership test will be satisfied based on the trading volume and ownership of Navios Partners’ units, but no assurance can be given that this will remain so in the future.
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Navios Partners is involved in various disputes and arbitration proceedings arising in the ordinary course of business. Provisions have been recognized in the financial statements for all such proceedings where Navios Partners believes that a liability may be probable, and for which the amounts are reasonably estimable, based upon facts known at the date the financial statements were prepared.
F-19
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
Management believes the ultimate disposition of these matters will be immaterial individually and in the aggregate to Navios Partners’ financial position, results of operations or liquidity.
On July 2, 2021, Navios Partners agreed to purchase four 5,300 TEU newbuilding containerships, from an unrelated third party, for a purchase price of $61,600 each. On November 9, 2023, on January 25, 2024, on July 4, 2024 and on July 31, 2024, Navios Partners took delivery of the Sparrow, the Zim Eagle, the Zim Falcon and the Zim Pelican, respectively. Navios Partners agreed to pay in total $18,480 in three installments for each vessel and the remaining amount of $43,120 for each vessel plus extras will be paid upon delivery of the vessel. During the year ended December 31, 2021, the first installment of each vessel of $6,160, or $24,640 accumulated for the four vessels, was paid. During the year ended December 31, 2022, the aggregate amount of $36,960 in relation to the second installment for the four vessels and the third installment for two of the vessels, was paid. During the year ended December 31, 2023, the aggregate amount of $55,440 in relation to the third installment for the other two vessels and the last installment for one of the vessels was paid. During the first half of 2024, the amount of $86,240 in relation to the last installment for two of the vessels was paid. As of June 30, 2024, the total amount of $80,080 is presented under the caption “Deposits for vessels acquisitions” in the condensed Consolidated Balance Sheets.
On October 1, 2021, Navios Partners exercised its option to acquire two 5,300 TEU newbuilding containerships, from an unrelated third party, for a purchase price of $61,600 each. On August 26, 2024 Navios Partners took delivery of the Zim Seagull. The remaining vessel is expected to be delivered into Navios Partners’ fleet during the second half of 2024. Navios Partners agreed to pay in total $18,480 in three installments for each vessel and the remaining amount of $43,120 for each vessel plus extras will be paid upon delivery of the vessel. During the year ended December 31, 2021, the first installment of each vessel of $6,160, or $12,320 accumulated for the two vessels was paid. During the year ended December 31, 2023, the aggregate amount of $18,480 in relation to the second installment for the two vessels and the third installment for one of the vessels was paid. During the first half of 2024, the amount of $6,160 in relation to the third installment for the other one vessel was paid. As of June 30, 2024, the total amount of $36,960 is presented under the caption “Deposits for vessels acquisitions” in the condensed Consolidated Balance Sheets.
In November 2021, Navios Partners agreed to purchase four 5,300 TEU newbuilding containerships (two plus two optional), from an unrelated third party, for a purchase price of $62,825 each. On April 8, 2024 and on June 3, 2024, Navios Partners took delivery of the Zim Condor and the Zim Hawk, respectively. The remaining vessels are expected to be delivered into Navios Partners’ fleet during the second half of 2024. Navios Partners agreed to pay in total $25,130 in four installments for each vessel and the remaining amount of $37,695 plus extras for each vessel will be paid upon delivery of the vessel. During the year ended December 31, 2022, the aggregate amount of $43,978 in relation to the first installment for the four vessels, the second installment for two of the vessels and the third installment for one of the vessels was paid. During the year ended December 31, 2023, the aggregate amount of $37,695 in relation to the second installment for the other two vessels, the third installment for two of the vessels and the fourth installment for two of the vessels was paid. During the first half of 2024, the aggregate amount of $87,955 in relation to the third installment for one of the vessels, the fourth installment for one of the vessels and the last installment for two of the vessels was paid. As of June 30, 2024, the total amount of $43,978 is presented under the caption “Deposits for vessels acquisitions” in the condensed Consolidated Balance Sheets.
In April 2022, Navios Partners agreed to purchase four 115,000 dwt Aframax/LR2 newbuilding vessels, from an unrelated third party, for a purchase price of $58,500 each (plus $4,158 per vessel in additional features). On May 13, 2024 and on August 12, 2024, Navios Partners took delivery of the Nave Cosmos and the Nave Polaris, respectively. The remaining vessels are expected to be delivered into Navios Partners’ fleet during the second half of 2024. Navios Partners agreed to pay in total $23,400 plus extras in four installments for each vessel and the remaining amount of $35,100 plus extras for each vessel will be paid upon delivery of each vessel. During the year ended December 31, 2022, the first installment of each vessel of $6,266, or $25,063 accumulated for the four vessels was paid. During the year ended December 31, 2023, the aggregate amount of $31,329 in relation to the second installment for the four vessels and the third installment for one of the vessels was paid. During the first half of 2024, the aggregate amount of $68,923 in relation to the third installment for the other three vessels, the fourth installment for two of the vessels and the last installment for one of the vessels was paid. As of June 30, 2024, the total amount of $62,658 is presented under the caption “Deposits for vessels acquisitions” in the condensed Consolidated Balance Sheets.
In June 2022, Navios Partners agreed to purchase two newbuilding liquefied natural gas (LNG) dual fuel 7,700 TEU containerships, from an unrelated third party, for an amended purchase price of $115,510 each (original price of $120,610 each). The vessels are expected to be delivered into Navios Partners’ fleet during the second half of 2024 and the first half of 2025. Navios Partners agreed to pay in total $92,408 in four installments for each vessel and the remaining amount of $23,102 for each vessel will be paid upon delivery of the vessel.
F-20
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
During the year ended December 31, 2022, the first installment of each vessel of $23,102, or $46,204 accumulated for the two vessels, was paid. During the year ended December 31, 2023, the aggregate amount of $103,959 in relation to the second and third installments for the two vessels, was paid. As of June 30, 2024, the total amount of $150,163 is presented under the caption “Deposits for vessels acquisitions” in the condensed Consolidated Balance Sheets.
In November 2022, Navios Partners agreed to acquire two 115,000 dwt Aframax/LR2 newbuilding vessels, from an unrelated third party, for a purchase price of $60,500 each (plus $4,158 per vessel in additional features). The vessels are expected to be delivered into Navios Partners’ fleet during the first half of 2025. Navios Partners agreed to pay in total $24,200 plus extras in four installments for each vessel and the remaining amount of $36,300 plus extras for each vessel will be paid upon delivery of each vessel. During the year ended December 31, 2023, the aggregate amount of $12,100 in relation to the first installment for the two vessels, was paid. During the first half of 2024, the amount of $12,100 in relation to the second installment for the two vessels was paid. As of June 30, 2024, the total amount of $24,200 is presented under the caption “Deposits for vessels acquisitions” in the condensed Consolidated Balance Sheets.
In December 2022, Navios Partners agreed to acquire two newbuilding Japanese MR2 Product Tanker vessels, from an unrelated third party, under bareboat contracts. Each vessel is being bareboat-in for ten years. Navios Partners has the option to acquire the vessels starting at the end of year four until the end of the charter period. Navios Partners agreed to pay in total $18,000, representing a deposit for the option to acquire the vessels after the end of the fourth year. The vessels are expected to be delivered into Navios Partners’ fleet during the second half of 2025 and the first half of 2026. During the year ended December 31, 2023, the aggregate amount of $9,000 in relation to the deposit for the option to acquire the two vessels, was paid. As of June 30, 2024, the total amount of $11,095, including expenses, is presented under the caption “Other long-term assets” in the condensed Consolidated Balance Sheets.
During the second quarter of 2023, Navios Partners agreed to acquire two newbuilding Japanese MR2 Product Tanker vessels, from an unrelated third party, under bareboat contracts. Each vessel is being bareboat-in for ten years. Navios Partners has the option to acquire the vessels starting at the end of year four until the end of the charter period. Navios Partners agreed to pay in total $18,000, representing a deposit for the option to acquire the vessels after the end of the fourth year. The vessels are expected to be delivered into Navios Partners’ fleet during the second half of 2026. During the year ended December 31, 2023, the aggregate amount of $9,000 in relation to the deposit for the option to acquire the two vessels, was paid. As of June 30, 2024, the total amount of $10,972, including expenses, is presented under the caption “Other long-term assets” in the condensed Consolidated Balance Sheets.
In August 2023, Navios Partners agreed to acquire two newbuilding Japanese MR2 Product Tanker vessels, from an unrelated third party, under bareboat contracts. Each vessel is being bareboat-in for ten years. Navios Partners has the option to acquire the vessels starting at the end of year four until the end of the charter period. Navios Partners agreed to pay in total $20,000, representing a deposit for the option to acquire the vessels after the end of the fourth year. The vessels are expected to be delivered into Navios Partners’ fleet during the first half of 2027. During the year ended December 31, 2023, the aggregate amount of $10,000 in relation to the deposit for the option to acquire the two vessels, was paid. As of June 30, 2024, the total amount of $12,027, including expenses, is presented under the caption “Other long-term assets” in the condensed Consolidated Balance Sheets.
During the third quarter of 2023, Navios Partners agreed to acquire four 115,000 dwt Aframax/LR2 newbuilding scrubber-fitted vessels, from an unrelated third party, for a purchase price of $61,250 each (plus $3,300 per vessel in additional features). The vessels are expected to be delivered into Navios Partners’ fleet during 2026. Navios Partners agreed to pay in total $27,562 plus extras in four installments for each vessel and the remaining amount of $33,688 plus extras for each vessel will be paid upon delivery of each vessel. During the first half of 2024, the aggregate amount of $36,750 in relation to the first installment for the four vessels was paid. As of June 30, 2024, the total amount of $36,750 is presented under the caption “Deposits for vessels acquisitions” in the condensed Consolidated Balance Sheets.
During the first quarter of 2024, Navios Partners agreed to acquire two 115,000 dwt Aframax/LR2 newbuilding scrubber-fitted vessels from an unrelated third party, for a purchase price of $61,250 each (plus $3,300 per vessel in additional features). The vessels are expected to be delivered into Navios Partners’ fleet during 2027. Navios Partners agreed to pay in total $27,562 plus extras in four installments for each vessel and the remaining amount of $33,688 plus extras for each vessel will be paid upon delivery of each vessel. During the first half of 2024, the aggregate amount of $18,375 in relation to the first installment for the two vessels was paid. As of June 30, 2024, the total amount of $18,375 is presented under the caption “Deposits for vessels acquisitions” in the condensed Consolidated Balance Sheets.
F-21
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
During the second quarter of 2024, Navios Partners agreed to acquire two 7,900 TEU newbuilding methanol-ready and scrubber-fitted containerships from an unrelated third party, for a purchase price of $102,750 each (plus $3,250 per vessel in additional features). The vessels are expected to be delivered into Navios Partners' fleet during the second half of 2026. Navios Partners agreed to pay in total $82,200 plus extras in four installments for each vessel and the remaining amount of $20,550 plus extras for each vessel will be paid upon delivery of each vessel.
During the second quarter of 2024, Navios Partners agreed to acquire four 115,000 dwt Aframax/LR2 newbuilding scrubber-fitted vessels from an unrelated third party, for a purchase price of $62,250 (plus $3,300 per vessel in additional features) for each of the first two vessels and a purchase price of $63,000 (plus $3,300 per vessel in additional features) for each of the other two vessels. The vessels are expected to be delivered into Navios Partners’ fleet during the second half of 2027 and the first half of 2028. For the first two vessels, Navios Partners agreed to pay in total $34,238 plus extras in four installments for each vessel and the remaining amount of $28,012 plus extras for each vessel will be paid upon delivery of each vessel. For the other two vessels, Navios Partners agreed to pay in total $34,650 plus extras in four installments for each vessel and the remaining amount of $28,350 plus extras for each vessel will be paid upon delivery of each vessel.
As of June 30, 2024, an amount of $60,098 related to capitalized costs is presented under the caption “Deposits for vessels acquisitions” in the condensed Consolidated Balance Sheets.
The Company’s future minimum lease commitments under the Company’s bareboat-in contracts for undelivered vessels for the next five 12-month periods ending June 30, are as follows:
Period |
|
Amount |
|
|
2025 |
|
$ |
— |
|
2026 |
|
|
3,310 |
|
2027 |
|
|
12,837 |
|
2028 |
|
|
18,666 |
|
2029 |
|
|
18,615 |
|
2030 and thereafter |
|
|
132,867 |
|
Total |
|
$ |
186,295 |
|
NOTE 11 – TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES
Vessel operating expenses: In August 2019, Navios Partners extended the duration of its management agreement (“Management Agreement”) with the Manager until January 1, 2025, with an automatic renewal for an additional five years, unless earlier terminated by either party.
Following the completion of the merger with Navios Maritime Containers L.P. (“Navios Containers”), the fleet of Navios Containers is included in Navios Partners’ owned fleet and continued to be operated by the Manager pursuant to the terms of the Navios Containers’ management agreement with the Manager (the “NMCI Management Agreement”).
Following the completion of the merger with Navios Acquisition, the fleet of Navios Acquisition is included in Navios Partners’ owned fleet and continued to be operated by the Manager pursuant to the terms of Navios Acquisition’s management agreement with Navios Tankers Management Inc. (the “NNA Management Agreement” and together with the Management Agreement and the NMCI Management Agreement, the “Management Agreements”).
The Manager provided commercial and technical management services to Navios Partners’ vessels: (i) until December 31, 2022 vessel operating expenses were fixed for a daily fee of: (a) $4.48 per Ultra-Handymax vessel; (b) $4.58 per Panamax vessel; (c) $5.57 per Capesize vessel; (d) $6.28 per Containership of TEU 1,300 up to 3,400; (e) $6.40 per Containership of TEU 3,450 up to 4,999; (f) $7.11 per Containership of TEU 6,800; (g) $8.01 per Containership of TEU 8,000 up to 9,999; (h) $8.52 per Containership of TEU 10,000 up to 11,999; (i) $7.03 per MR2 and MR1 product tanker and chemical tanker vessel; (j) $7.44 per LR1 product tanker vessel; and (k) $9.94 per VLCC; (ii) until December 31, 2023 vessel operating expenses were fixed for a daily fee of: (a) $4.62 per Ultra-Handymax vessel; (b) $4.72 per Panamax vessel; (c) $5.74 per Capesize vessel; (d) $6.47 per Containership of TEU 1,300 up to 3,400; (e) $6.59 per Containership of TEU 3,450 up to 4,999; (f) $7.32 per Containership of TEU 5,000 up to 6,800; (g) $8.25 per Containership of TEU 8,000 up to 9,999; (h) $8.77 per Containership of TEU 10,000 up to 11,999; (i) $7.24 per MR2 and MR1 product tanker and chemical tanker vessel; (j) $7.67 per LR1 product tanker vessel; and (k) $10.24 per VLCC; (iii) commencing from January 1, 2024 vessel operating expenses are fixed for one year for a daily fee of: (a) $4.75 per Ultra-Handymax vessel; (b) $4.86 per Panamax vessel; (c) $5.91 per Capesize vessel; (d) $6.67 per Containership of TEU 1,300 up to 3,400; (e) $6.79 per Containership of TEU 3,450 up to 4,999; (f) $7.54 per Containership of TEU 5,000 up to 6,800; (g) $8.50 per Containership of TEU 8,000 up to 9,999; (h) $9.04 per Containership of TEU 10,000 up to 11,999; (i) $7.46 per MR2 and MR1 product tanker vessel; (j) $7.90 per LR2 and LR1 product tanker vessel; (k) $10.55 per VLCC; and (l) at cost for specialized transhipper vessels.
F-22
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
The Management Agreements also provide for a technical and commercial management fee of $0.05 per day per vessel and a management fee of $0.55 per day per specialized transhipper vessel and an annual increase of 3% of the fixed daily fee after January 1, 2022 for the remaining period unless agreed otherwise.
Pursuant to the acquisition of the 36-vessel dry bulk fleet from Navios Holdings, which includes time charter-in vessels, Navios Partners and the Manager, on July 25, 2022, amended the Management Agreement to include a technical and commercial management fee of $0.025 per time charter-in vessel per day.
The Management Agreements also provide for payment of a termination fee, equal to the fixed daily fees and other fees charged for the full calendar year preceding the termination date in the event the agreements are terminated on or before its term.
Drydocking expenses are reimbursed at cost for all vessels.
In August 2024, Navios Partners renewed its Management Agreements (the “Master Management Agreement”, together with the “Renewed Administrative Services Agreement” (as defined herein), the “Agreements”) with the Manager commencing January 1, 2025, for a term of ten years, renewing annually. The Conflicts Committee of the Board of Directors, consisting of independent directors, negotiated and approved the Agreements with the advice of Watson Farley & Williams LLP as legal advisor and KPMG Advisors Single Member S.A. (a member firm of the KPMG global organization of independent member firms) as financial advisor.
The Master Management Agreement provides for technical and commercial management and related specialized services based on fee structure, including: (i) a technical management fee of $0.95 per day per owned vessel; (ii) a commercial management fee of 1.25% on revenues; (iii) an S&P fee of 1% on purchase or sales price; and (iv) fees for other specialized services (e.g. supervision of newbuilding vessels). Fixed fees will be adjusted annually for United States Consumer Price Index. The Master Management Agreement also allows for fixed incentive awards if equity returns exceed certain thresholds, as identified in such agreement, upon the unanimous consent of the Board of Directors of Navios Partners. The Master Management Agreement also provides for payment of a termination fee equal to the net present value of the technical and commercial management fees charged for the most recent calendar years, as set forth in the latest audited annual financial statements for the number of years remaining for the Master Management Agreement, using a 6% discount rate.
During the three and six month periods ended June 30, 2024 certain extraordinary fees and costs related to vessels’ regulatory requirements, including ballast water treatment system installation, exhaust gas cleaning system installation and other improvements under the Company’s Management Agreements, amounted to $6,433 and $10,284, respectively, and are presented under the caption “Acquisition of/ additions to vessels” in the condensed Consolidated Statements of Cash Flows.
During the three and six month periods ended June 30, 2023 certain extraordinary fees and costs related to vessels’ regulatory requirements, including ballast water treatment system installation, exhaust gas cleaning system installation and other improvements under the Company’s Management Agreements, amounted to $14,154 and $19,743, respectively, and are presented under the caption “Acquisition of/ additions to vessels” in the condensed Consolidated Statements of Cash Flows.
During the three and six month periods ended June 30, 2024, additional remuneration in accordance with the Company’s Management Agreements amounted to $1,133 and $1,524, respectively, related to superintendent attendances and claims preparation and are presented under the captions of “Direct vessel expenses” in the condensed Consolidated Statements of Operations, “Vessels, net”, “Deferred drydock and special survey costs, net” and “Prepaid expenses and other current assets” in the condensed Consolidated Balance Sheets.
F-23
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
During the three and six month periods ended June 30, 2023, additional remuneration in accordance with the Company’s Management Agreements amounted to $1,439 and $2,005, respectively, related to superintendent attendances and claims preparation and are presented under the captions of “Direct vessel expenses” in the condensed Consolidated Statements of Operations, “Vessels, net”, “Deferred drydock and special survey costs, net” and “Prepaid expenses and other current assets” in the condensed Consolidated Balance Sheets.
During the three and six month periods ended June 30, 2024, certain extraordinary crewing fees and costs amounted to $81 and $215, respectively, and are presented under the caption of “Direct vessel expenses” in the condensed Consolidated Statements of Operations.
During the three and six month periods ended June 30, 2023, certain extraordinary crewing fees and costs amounted to $997 and $2,291, respectively, and are presented under the caption of “Direct vessel expenses” in the condensed Consolidated Statements of Operations.
Total vessel operating expenses for the three and six month periods ended June 30, 2024 amounted to $85,271 and $170,193, respectively.
Total vessel operating expenses for the three and six month periods ended June 30, 2023 amounted to $82,550 and $165,766, respectively.
General and administrative expenses: Pursuant to the administrative services agreement (the “Administrative Services Agreement”), the Manager also provides administrative services to Navios Partners, which include bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other. Under the Administrative Services Agreement, which provides for allocable general and administrative costs, the Manager is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. In August 2019, Navios Partners extended the duration of its existing Administrative Services Agreement with the Manager until January 1, 2025, to be automatically renewed for another five years. The agreement also provides for payment of a termination fee, equal to the fees charged for the full calendar year preceding the termination date in the event the Administrative Services Agreement is terminated on or before its term.
In August 2024, Navios Partners renewed its Administrative Services Agreement (the “Renewed Administrative Services Agreement”) with the Manager commencing January 1, 2025, for a term of ten years, renewing annually. The Renewed Administrative Services Agreement provides for reimbursement of allocable general and administrative costs. The Renewed Administrative Agreement also provides for payment of a termination fee equal to the costs charged for the most recent calendar year, as set forth in the latest audited annual financial statements.
During the three and six month periods ended June 30, 2024, allocable general and administrative costs amounted to $2,433 and $4,882, respectively, and are presented under the captions of “Deposits for vessels acquisitions” and “Other long-term assets” in the condensed Consolidated Balance Sheets. During the three and six month periods ended June 30, 2023, allocable general and administrative costs amounted to $957 and $2,010, respectively, and are presented under the captions “Deposits for vessels acquisitions” and “Other long-term assets” in the condensed Consolidated Balance Sheets.
Total general and administrative expenses charged by the Manager for the three and six month periods ended June 30, 2024 amounted to $15,770 and $31,549, respectively. Total general and administrative expenses charged by the Manager for the three and six month periods ended June 30, 2023 amounted to $15,755 and $29,861, respectively.
Balance due from/ (to) related parties: Balance due from/ (to) related parties, short-term as of June 30, 2024 and December 31, 2023 amounted to $27,551 and $(32,026), respectively. Balance due from related parties, long-term as of June 30, 2024 and December 31, 2023 amounted to $0 and $39,570, respectively. The balances mainly consisted of administrative expenses, drydocking, extraordinary fees and costs related to regulatory requirements including ballast water treatment system, other expenses, as well as fixed vessel operating expenses, in accordance with the Management Agreements and are presented under the captions “Amounts due from related parties” and “Amounts due to related parties” in the condensed Consolidated Balance Sheets.
F-24
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
In October 2023, Navios Partners entered into a time charter agreement with a subsidiary of its affiliate Navios South American Logistics Inc. for the Navios Vega, a 2009-built transhipper vessel. The vessel was delivered during the first quarter of 2024. The term of this time charter agreement is approximately five years, at a rate of $25.8 net per day and for the three and six month periods ended on June 30, 2024, the amounts of $2,334 and $3,313, respectively, are presented under the caption “Time charter and voyage revenues” in the condensed Consolidated Statements of Operations. This transaction was negotiated with, and unanimously approved by, the conflicts committee of Navios Partners. As of June 30, 2024, balance due from the above mentioned related party company amounted to $2,233, is presented under the caption “Amounts due from related parties” in the condensed Consolidated Balance Sheets and has been received in August 2024.
Others: Navios Partners has entered into an omnibus agreement with Navios Holdings (the “Partners Omnibus Agreement”) in connection with the closing of Navios Partners’ IPO governing, among other things, when Navios Holdings and Navios Partners may compete against each other as well as rights of first offer on certain dry bulk carriers. Pursuant to the Partners Omnibus Agreement, Navios Partners generally agreed not to acquire or own Panamax or Capesize dry bulk carriers under time charters of three or more years without the consent of an independent committee of Navios Partners. In addition, Navios Holdings has agreed to offer to Navios Partners the opportunity to purchase vessels from Navios Holdings when such vessels are fixed under time charters of three or more years.
General partner: Olympos Maritime Ltd., an entity affiliated with our Chairwoman and Chief Executive Officer, Angeliki Frangou, is the holder of Navios Partners’ general partner interest.
NOTE 12 – CASH DISTRIBUTIONS AND EARNINGS PER UNIT
The amount of distributions paid by Navios Partners and the decision to make any distribution is determined by the Company’s Board of Directors and will depend on, among other things, Navios Partners’ cash requirements as measured by market opportunities and restrictions under its credit agreements and other debt obligations and such other factors as the Board of Directors may deem advisable. There is no guarantee that the Company will pay the quarterly distribution on the common units in any quarter. The Company is prohibited from making any distributions to unitholders if it would cause an event of default, or an event of default exists, under its existing credit facilities.
There are incentive distribution rights held by Navios GP L.L.C., which are analyzed as follows:
|
|
|
|
Marginal Percentage Interest in Distributions |
|
|||||||||
|
|
Total Quarterly Distribution Target Amount |
|
Common Unitholders |
|
|
Incentive Distribution Right Holder |
|
|
General Partner |
|
|||
Minimum Quarterly Distribution |
|
up to $5.25 |
|
|
98 |
% |
|
|
— |
|
|
|
2 |
% |
First Target Distribution |
|
up to $6.0375 |
|
|
98 |
% |
|
|
— |
|
|
|
2 |
% |
Second Target Distribution |
|
above $6.0375 up to $6.5625 |
|
|
85 |
% |
|
|
13 |
% |
|
|
2 |
% |
Third Target Distribution |
|
above $6.5625 up to $7.875 |
|
|
75 |
% |
|
|
23 |
% |
|
|
2 |
% |
Thereafter |
|
above $7.875 |
|
|
50 |
% |
|
|
48 |
% |
|
|
2 |
% |
The first 98% of the quarterly distribution is paid to all common unitholders. The incentive distributions rights (held by Navios GP L.L.C.) apply only after a minimum quarterly distribution of $6.0375 per unit.
In January 2023, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended December 31, 2022 of $0.05 per unit. The distribution was paid on February 14, 2023 to all unitholders of common units and general partnership units of record as of February 10, 2023. The aggregate amount of the declared distribution was $1,540.
In April 2023, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended March 31, 2023 of $0.05 per unit. The distribution was paid on May 12, 2023 to all unitholders of common units and general partnership units of record as of May 9, 2023. The aggregate amount of the declared distribution was $1,540.
In February 2024, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended December 31, 2023 of $0.05 per unit. The distribution was paid on February 14, 2024 to all unitholders of common units and general partnership units of record as of February 12, 2024.
F-25
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
The aggregate amount of the declared distribution was $1,540.
In April 2024, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended March 31, 2024 of $0.05 per unit. The distribution was paid on May 14, 2024 to all unitholders of common units and general partnership units of record as of May 10, 2024. The aggregate amount of the declared distribution was $1,540.
In July 2024, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended June 30, 2024 of $0.05 per unit. The distribution was paid on August 14, 2024 to all unitholders of common units and general partnership units of record as of August 9, 2024. The aggregate amount of the declared distribution was $1,531.
Navios Partners calculates earnings per unit by allocating reported net income for each period to each class of units based on the distribution waterfall for available cash specified in Navios Partners’ partnership agreement, net of the unallocated earnings (or losses). Basic earnings per common unit is determined by dividing net income by the weighted average number of common units outstanding during the period. Diluted earnings per unit is calculated in the same manner as basic earnings per unit, except that the weighted average number of outstanding units increased to include the dilutive effect of outstanding unit options or phantom units. Net loss per unit undistributed is determined by taking the distributions in excess of net income and allocating between common units and general partnership units on a 98%-2% basis. There were no options or phantom units outstanding during each of the six month periods ended June 30, 2024 and 2023.
The calculations of the basic and diluted earnings per unit are presented below.
|
|
Three Month Period Ended June 30, 2024 |
|
|
Three Month Period Ended June 30, 2023 |
|
|
Six Month Period Ended June 30, 2024 |
|
|
Six Month Period Ended June 30, 2023 |
|
||||
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
||||
Net income |
|
$ |
101,469 |
|
|
$ |
112,308 |
|
|
$ |
174,830 |
|
|
$ |
211,473 |
|
Income attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common unitholders |
|
$ |
99,439 |
|
|
$ |
110,062 |
|
|
$ |
171,333 |
|
|
$ |
207,245 |
|
Weighted average units outstanding basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common unitholders |
|
|
30,162,905 |
|
|
|
30,183,387 |
|
|
|
30,173,646 |
|
|
|
30,183,387 |
|
Earnings per unit basic: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common unitholders |
|
$ |
3.30 |
|
|
$ |
3.65 |
|
|
$ |
5.68 |
|
|
$ |
6.87 |
|
Weighted average units outstanding diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common unitholders |
|
|
30,162,905 |
|
|
|
30,184,388 |
|
|
|
30,173,646 |
|
|
|
30,184,388 |
|
Earnings per unit diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common unitholders |
|
$ |
3.30 |
|
|
$ |
3.65 |
|
|
$ |
5.68 |
|
|
$ |
6.87 |
|
Earnings per unit distributed basic: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common unitholders |
|
$ |
0.05 |
|
|
$ |
0.05 |
|
|
$ |
0.10 |
|
|
$ |
0.10 |
|
Earnings per unit distributed diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common unitholders |
|
$ |
0.05 |
|
|
$ |
0.05 |
|
|
$ |
0.10 |
|
|
$ |
0.10 |
|
Potential common units of 0 and 1,001 for the six month periods ended June 30, 2024 and 2023, respectively, are included in the calculation of earnings per unit diluted.
NOTE 13 – LEASES
Time charter out contracts and pooling arrangements
The Company’s contract revenues from time chartering, bareboat chartering and pooling arrangements are governed by ASC 842.
Operating Leases
A discussion of the Company’s operating leases can be found in Note 20 – Leases to the Company’s consolidated financial statements included in the Annual Report.
F-26
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
Based on management estimates and market conditions, the lease term of the leases is being assessed at each balance sheet date. At lease commencement, the Company determines a discount rate to calculate the present value of the lease payments so that it can determine lease classification and measure the lease liability. In determining the discount rate to be used at lease commencement, the Company used its incremental borrowing rate as there was no implicit rate included in charter-in contracts that can be readily determinable. The incremental borrowing rate is the rate that reflects the interest a lessee would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment. The Company then applies the respective incremental borrowing rate based on the remaining lease term of the specific lease. Navios Partners’ incremental borrowing rates were approximately 7% for the Navios Libra and the Nave Celeste, 5% for the Navios Amitie and the Navios Star, 6% for the Baghdad and the Erbil, and 4% for the Nave Electron.
As of June 30, 2024 and December 31, 2023, the outstanding balance of the operating lease liability amounted to $253,022 and $270,738, respectively, and is presented under the captions “Operating lease liabilities, current portion” and “Operating lease liabilities, net” in the condensed Consolidated Balance Sheets. Right-of-use assets amounted to $255,847 and $270,969 as at June 30, 2024 and December 31, 2023, respectively, and are presented under the caption “Operating lease assets” in the condensed Consolidated Balance Sheets.
The Company recognizes the lease payments for its operating leases as charter hire expenses on a straight-line basis over the lease term. Lease expense incurred and paid for the three and six month periods ended June 30, 2024 amounted to $10,936 and $22,982, respectively. Lease expense incurred and paid for the three and six month periods ended June 30, 2023 amounted to $17,418 and $34,751, respectively. Lease expense is presented under the caption “Time charter and voyage expenses” in the condensed Consolidated Statements of Operations.
For the three and six month periods ended June 30, 2024, the sublease income (net of commissions, if any) for vessels where the Company is a lessee amounted to $18,996 and $35,829, respectively. For the three and six month periods ended June 30, 2023, the sublease income (net of commissions, if any) for vessels where the Company is a lessee amounted to $22,746 and $43,120, respectively. Sublease income is presented under the caption “Time charter and voyage revenues” in the condensed Consolidated Statements of Operations.
As of June 30, 2024, the weighted average useful life of the remaining operating lease terms was 8.7 years.
The table below provides the total amount of lease payments for the next five 12-month periods ending June 30 on an undiscounted basis on the Company’s chartered-in contracts as of June 30, 2024:
Period |
|
Amount |
|
|
2025 |
|
$ |
38,372 |
|
2026 |
|
|
38,340 |
|
2027 |
|
|
37,891 |
|
2028 |
|
|
37,312 |
|
2029 |
|
|
36,632 |
|
2030 and thereafter |
|
|
131,260 |
|
Total |
|
$ |
319,807 |
|
Operating lease liabilities, including current portion |
|
$ |
253,022 |
|
Discount based on incremental borrowing rate |
|
$ |
66,785 |
|
Finance Leases
For a detailed description of the finance lease liabilities and right-of-use assets for vessels under finance leases, refer to (i) Note 6 – Borrowings and Note 4 – Vessels, net, respectively; and (ii) Note 11 – Borrowings and Note 7 – Vessels, net, respectively, to the Company’s consolidated financial statements included in the Annual Report.
For the three and six month periods ended June 30, 2024, the sublease income (net of commissions, if any) for vessels where the Company is a lessee amounted to $23,181 and $46,140, respectively. For the three and six month periods ended June 30, 2023, the sublease income (net of commissions, if any) for vessels where the Company is a lessee amounted to $22,080 and $39,865, respectively. Sublease income is presented under the caption “Time charter and voyage revenues” in the condensed Consolidated Statements of Operations.
As of June 30, 2024, the weighted average useful life of the remaining finance lease terms was 8.3 years.
F-27
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
The table below provides the total amount of lease payments and options to acquire vessels for the next five 12-month periods ending June 30 on an undiscounted basis under the Company’s finance leases as of June 30, 2024:
Period |
|
Amount |
|
|
2025 |
|
$ |
154,762 |
|
2026 |
|
|
36,753 |
|
2027 |
|
|
36,307 |
|
2028 |
|
|
35,997 |
|
2029 |
|
|
35,557 |
|
2030 and thereafter |
|
|
311,545 |
|
Total |
|
$ |
610,921 |
|
Finance lease liabilities, including current portion (see Note 6 – Borrowings) |
|
$ |
444,901 |
|
Discount based on incremental borrowing rate |
|
$ |
166,020 |
|
Bareboat charter-out contract
Subsequently to the bareboat charter-in agreement, the Company entered into bareboat charter-out agreements for a firm charter period of ten years for the Baghdad and the Erbil and an extra optional period of five years, for both vessels, and for a firm period of up to two-years, extended for an additional period of five years for the Nave Celeste. The Company performed also an assessment of the lease classification under the ASC 842 and concluded that the agreements are operating leases.
The Company recognizes in relation to the operating leases for the bareboat charter-out agreements the bareboat charter-out hire income in the condensed Consolidated Statements of Operations on a straight-line basis. For the three and six month periods ended June 30, 2024, the charter hire income (net of commissions, if any) amounted to $8,465 and $16,530, respectively. For the three and six month periods ended June 30, 2023 the charter hire income (net of commissions, if any) amounted to $8,065 and $16,042, respectively. Charter hire income (net of commissions, if any) is presented under the caption “Time charter and voyage revenues” in the condensed Consolidated Statements of Operations.
NOTE 14 – INTEREST EXPENSE AND FINANCE COST, NET
Interest expense and finance cost, net for the three and six month periods ended June 30, 2024 and 2023 consisted of the following:
|
|
Three Month Period Ended June 30, 2024 |
|
|
Three Month Period Ended June 30, 2023 |
|
|
Six Month Period Ended June 30, 2024 |
|
|
Six Month Period Ended June 30, 2023 |
|
||||
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
||||
Interest expense incurred on credit facilities and financial liabilities |
|
$ |
26,842 |
|
|
$ |
28,256 |
|
|
$ |
52,789 |
|
|
$ |
56,235 |
|
Interest expense incurred on finance lease liabilities |
|
|
7,783 |
|
|
|
7,457 |
|
|
|
15,817 |
|
|
|
12,622 |
|
Interest expense capitalized related to deposits for vessel acquisitions |
|
|
(6,500 |
) |
|
|
(5,029 |
) |
|
|
(12,637 |
) |
|
|
(8,793 |
) |
Amortization of finance charges and other finance costs |
|
|
2,131 |
|
|
|
2,825 |
|
|
|
3,873 |
|
|
|
5,742 |
|
Discount effect of long-term assets |
|
|
(169 |
) |
|
|
(179 |
) |
|
|
(346 |
) |
|
|
3,048 |
|
Total interest expense and finance cost, net |
|
$ |
30,087 |
|
|
$ |
33,330 |
|
|
$ |
59,496 |
|
|
$ |
68,854 |
|
Interest expense incurred on deposits for vessels acquisitions was initially capitalized under the caption “Deposits for vessels acquisitions” in the condensed Consolidated Balance Sheets.
F-28
NAVIOS MARITIME PARTNERS L.P.
UNAUDITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except unit and per unit data)
NOTE 15 – SUBSEQUENT EVENTS
In July 2024, Navios Partners took delivery of the Zim Falcon and the Zim Pelican, two 2024-built 5,300 TEU Containerships (See Note 10 – Commitments and contingencies).
In July and August 2024, Navios Partners agreed to sell two 2009-built MR2 Product Tanker vessels of 50,542 dwt and 50,470 dwt, respectively, a 2005-built Post-Panamax vessel of 87,052 dwt and a 2006-built Kamsarmax vessel of 82,790 dwt, to unrelated third parties, for aggregate gross sale proceeds of $78,480. The sale of the 2005-built Post-Panamax vessel of 87,052 dwt was completed on August 26, 2024 and the sales of the remaining three vessels are expected to be completed during the second half of 2024. The aggregate gain on sale of the above vessels is expected to be approximately $29,752.
In July and September 2024, Navios Partners acquired from unrelated third parties, the Navios Citrine, a previously chartered-in 2017-built Kamsarmax vessel of 81,626 dwt, the Navios Dolphin, a previously chartered-in 2017-built Kamsarmax vessel of 81,630 dwt and the Navios Amber, a previously chartered-in 2015-built Kamsarmax vessel of 80,994 dwt, for an aggregate purchase price of $88,044.
In August 2024, Navios Partners took delivery of the Nave Polaris, a 2024-built Aframax/LR2 vessel of 115,699 dwt and the Zim Seagull, a 2024-built 5,300 TEU Containership (See Note 10 – Commitments and contingencies).
F-29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NAVIOS MARITIME PARTNERS L.P. |
||
|
|
|
By: |
/s/ Angeliki Frangou |
|
|
Angeliki Frangou |
|
|
Chief Executive Officer |
|
Date: September 12, 2024
Exhibit 99.1
MASTER MANAGEMENT AGREEMENT
THIS MASTER AGREEMENT (this “Agreement”) is effective as of January 1, 2025 (the “Effective Date”) and is entered into by and between:
(1) Navios Maritime Partners L.P., a Marshall Islands limited partnership (“NMM”), on its own account and as agent for and on behalf of the current and future NMM Owners (as defined below) and other Affiliates (as defined below); and
(2) Navios Shipmanagement Inc., a Marshall Islands corporation, including subsidiaries of Navios Shipmanagement Holdings Corporation (collectively “NSM”),
each a “Party” and together the “Parties”.
WHEREAS:
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter provided, IT IS HEREBY AGREED between the Parties as follows:
“Agreement” has the meaning given in the preamble.
“Affiliate” shall mean for each Party, any person and/or entity which, directly, or indirectly, through one or more intermediaries, control, is controlled by or is under common control with the specified party, where,
“control” means the possession, directly or indirectly, of the ownership of voting securities in excess of 50%.
“Change of Control” means:
1
For clarity, whether any sale, lease, transfer, conveyance or other disposition of properties or assets in connection with any acquisition (including any acquisition by means of a merger or consolidation with or into NMM or any subsidiary), the determination of whether such sale, lease, transfer, conveyance or disposition constitutes a sale of all or substantially all of the properties or assets of NMM and its subsidiaries taken as a whole shall be made on a pro forma basis giving effect to such acquisition.
"Existing Agreements" means the management agreement originally entered into between NMM and NSM on 16 November 2007, as amended, the management agreement originally entered into between Navios Maritime Containers Inc and NSM on 7 June 2017, as amended, and the management agreement originally entered into between Navios Maritime Acquisition Corporation and NSM on 28 May 2010 and subsequently assigned by NSM to Navios Tankers Management Inc, as amended.
"Group Services" means the services provided by NSM pursuant to this Agreement, excluding any Management Services, including services as set out in Schedule D, services connected with the sale & purchase of vessels, with other projects, and all other services NMM and NSM may agree from time to time.
“Management Agreement” or “Management Agreements” has the meaning given in Clause 4.1.
"Management Services" means the means the technical and/or commercial services to be provided by NSM to the NMM Owners pursuant to this Agreement and the Management Agreements.
“NMM” has the meaning given in the preamble.
“NMM Owner” or "NMM Owners" means all current and future subsidiaries of NMM which from time to time own, bareboat charter or time charter vessels, or are preparing to do so, including as of the date of this Agreement the entities set out in Schedule A, each of which owns or charters the vessel(s) set out opposite its name in Schedule A.
“NSM” has the meaning given in the preamble.
“Party” or “Parties” has the meaning given in the preamble.
“Permitted Person” means Angeliki Frangou or her direct descendants, either directly or indirectly (through entities owned and controlled by her or trusts or foundations of which she is the beneficiary), or any of her affiliates including their successors and assigns.
“Person” means any individual, firm, corporation, stock company, limited liability company, trust, partnership, limited liability partnership, association, joint venture or business, whether or not having legal personality.
2
“Reimbursable Costs” has the meaning given in Schedule D.
“Services” means the Management Services and the Group Services to be provided by NSM pursuant to this Agreement and the Management Agreements.
“Services Budget” means, in relation to any period, the budgetary estimate for the Services to be provided during that period as the same may be agreed and amended between the Parties from time to time (or, in the absence of agreement, as reasonably determined by NSM).
“SOFR” means, for any day, the Secured Overnight Financing Rate administered by the Federal Reserve Bank of New York (or any successor administrator) for such day, as provided on the New York Fed’s Website. Where, in respect of any day, SOFR (i) is negative, SOFR shall be deemed to be zero or (ii) is not published on that day, SOFR from the last day of publication shall apply to such day.
"Subcontracted Vessels" means all Vessels subcontracted under clause 12.1.
"TC-in Vessels" means all Vessels time chartered by an NMM Owner.
“Vessel” or “Vessels” means all vessels, dry bulk, containers and tankers owned or chartered in on bareboat or time charter basis by an NMM Owner from time to time, including as at the date of this agreement the vessels listed in Schedule A.
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8
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C/O Navios Maritime Partners L.P.
85 Akti Miaouli Street
Piraeus, Greece 185 38
Attn: Mrs. Erifyli Tsironi
etsironi@Navios.com
legal_corp@Navios.com
Fax: +(30) 210 453-2070
85 Akti Miaouli Street
Piraeus, Greece 185 38
Attn: Angeliki Tsakanikas
10
Email: atsakanika@navios.com,
legal_corp@Navios.com
With a copy to (which shall not constitute notice):
85 Akti Miaouli Street
Piraeus, Greece 185 38
Attn: Legal Corp. Dpt.
Fax: +(30) 210 417-2070
or to such other address as the relevant Party may from time to time designate by notice in writing in accordance with this Clause 14.
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[The remainder of this page is intentionally left blank.]
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IN WITNESS OF WHICH each of the Parties has caused this Agreement to be duly executed on the date first above written.
NAVIOS MARITIME PARTNERS L.P. |
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NAVIOS SHIPMANAGEMENT INC. |
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By: |
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/s/ Erifyli Tsironi |
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By: |
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/s/ Angeliki Tsakanikas |
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Name: Erifyli Tsironi |
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Name: Angeliki Tsakanikas |
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Title: Chief Financial Officer |
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Title: Treasurer/Director |
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SCHEDULE A – NMM OWNERS AND VESSELS
14
SCHEDULE B – FORM OF MANAGEMENT AGREEMENT
SHIPMAN 2024 |
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STANDARD SHIP MANAGEMENT AGREEMENT
PART I
Vessel's name and IMO number (Annex A): [Relevant details to be inserted]
15
*only to apply if Crew Management (Cl. 5(a)) agreed (see Box 7)
16
31(i)): No limit It is mutually agreed between the Party stated in Box 3 and the Party stated in Box 4 that this Agreement consisting of PART l and PART ll as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), "C" (Budget), "D" (Associated Vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART l and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART ll to the extent of such conflict but no further.
The Party responsible for issuing the final execution version of this Agreement warrants that it is an Authentic BIMCO Template procured from a properly authorised source and that all modifications to it are clearly visible. "Authentic BIMCO Template" means a BIMCO-approved standard contract in an editable electronic format.
Signature(s) (Owners) |
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17
PART II
SECTION 1 – Basis of the Agreement
In this Agreement save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them:
"Affiliates" shall mean: for each Party, any person and/or entity which, directly, or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the specified party, where "control" means the possession, directly or indirectly of the ownership of voting securities in excess of 50%.
"Company" (with reference to the ISM Code and the ISPS Code) means the organisation identified in Box 5 or any replacement organisation appointed by the Owners from time to time (see subclause 9(b)(i)).
"Crew" means the personnel of the numbers, rank and nationality specified in Annex "B" hereto.
"Crew Insurances" means insurance of liabilities in respect of crew risks which shall include but not be limited to death, permanent disability, sickness, injury, repatriation and loss of personal effects (see subclause 5(b) (Crew Insurances) and Clause 7 (Insurance Arrangements) and Clause 11 (Insurance Policies) and Boxes 10 and 11).
"Delivery" means the date on which the Company identified in Box 5 becomes responsible for the Vessel under the ISM and ISPS Codes.
"Flag State" means the State whose flag the Vessel is flying.
"ISM Code" means the International Management Code for the Safe Operation of Ships and for Pollution Prevention and any amendment thereto or substitution therefor.
"ISPS Code" means the International Code for the Security of Ships and Port Facilities and the relevant amendments to Chapter XI of SOLAS and any amendment thereto or substitution therefor.
"Managers" means the party identified in Box 4.
"Management Services" means the services specified in SECTION 2 - Services (Clauses 4 through 7) as indicated affirmatively in Boxes 6 through 8, 10 and 11, SECTION 3 -
18
Obligations (Clause 10) as indicated in Box 14, and all other functions performed by the Managers under the terms of this Agreement, including Predelivery Services.
"Master Agreement" means the agreement entitled Master Agreement entered into between Navios Maritime Partners L.P. and Navios Shipmanagement Inc. on [●] 2024.
"Owners" means the party identified in Box 3.
"Parties" means the Owners and the Managers and each individually a "Party".
"Person" means any individual, firm, corporation, stock company, limited liability company, trust, partnership, limited liability partnership, association, joint venture or business, whether or not having legal personality.
"Predelivery Services" means the services performed by the Managers for and in respect of the Vessel prior to Delivery.
"Severance Costs" means the costs which are legally required to be paid to the Crew as a result of the early termination of any seafarer employment agreement for service on the Vessel.
"SMS" means the Safety Management System (as defined by the ISM Code).
"STCW" means the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended in 1995 and 2010 and any amendment thereto or substitution therefor.
"Vessel" means the vessel or vessels details of which are set out in Annex "A" attached hereto.
With effect from the date stated in Box 2 for the commencement of the Agreement and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel in respect of the Management Services.
Subject to the terms and conditions herein provided, during the period of this Agreement the Managers shall carry out the Management Services in respect of the Vessel as agents for and on behalf of the Owners. The Managers shall have authority to take such actions as they may from time to time in their absolute discretion consider to be necessary to enable them to perform the Management Services in accordance with sound ship management practice, including but not limited to compliance with all applicable rules and regulations.
SECTION 2 – Services
(only applicable if agreed according to Box 6).
19
The Managers shall provide technical management which includes, but is not limited to, the following services:
(only applicable if agreed according to Box 7)
The Managers shall provide suitably qualified Crew who shall comply with the requirements of STCW. The provision of such crew management services includes, but is not limited to, the following services:
20
(only applicable if subclause 5(a) applies and if agreed according to Box 10)
The Managers shall throughout the period of this Agreement provide the following services:
21
(only applicable if agreed according to Box 8).
The Managers shall provide the following services for the Vessel in accordance with the Owners' instructions, which shall include but not be limited to:
If any of the services under subclauses 6(a), 6(b) and 6(c) are to be excluded from the annual management fee, remuneration for these services must be stated in Annex E (Fee Schedule). See subclause 13(e).
22
(only applicable if agreed according to Box 11).
The Managers shall arrange insurances in accordance with Clause 11 (Insurance Policies), on such terms as the Owners shall have instructed or agreed, in particular regarding conditions, insured values, deductibles, franchises and limits of liability.
SECTION 3 – Obligations
Provided, however, that in the performance of their management responsibilities under this Agreement, the Managers shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available personnel and resources in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable.
23
24
Notwithstanding any other provision in this Agreement, the Owners and the Managers (together the "Parties" and each individually a "Party") agree as follows:
"Emission Allowances" means an allowance, credit, quota, permit or equivalent, representing a right of a vessel to emit a specified quantity of greenhouse gas emissions recognised by the Emission Scheme.
"Emission Data" means data and records of the Vessel's emissions in the form and manner necessary to calculate its Emission Allowances.
"Emission Scheme" means a greenhouse gas emissions trading scheme which for the purposes of this Clause shall include the European Union Emissions Trading System and any other similar systems imposed by applicable lawful authorities that regulate the issuance, allocation, trading or surrendering of Emission Allowances.
"Responsible Entity" means the party responsible for compliance under any Emission Scheme(s) applicable to the Vessel by law and/or regulation.
Where the Owners are the Responsible Entity:
This subclause (iii) is applicable only if the Parties state "Yes" in Box 14(i)
The Managers shall provide Emission Scheme management services ("Emission Scheme Management Services") which shall include, but not be limited to, the following:
25
Where the Managers (or the Managers' nominee) are made the Responsible Entity under any Emission Scheme(s) applicable to the Vessel, or assume that responsibility by agreement between the Parties in accordance with such Emission Scheme(s), the following shall apply:
26
SECTION 4 – Insurance, Budgets, Income, Expenses and Fees
The Owners shall procure, whether by instructing the Managers under Clause 7 (Insurance Arrangements) or otherwise, that throughout the period of this Agreement:
NOTE: If the Managers are not providing crew management services under subclause 5(a) (Crew Management) or have agreed not to provide Crew Insurances separately in accordance with subclause 5(b)(i), then such insurances must be included in the protection and indemnity risks cover for the Vessel (see subclause 11(a)(ii) above).
Subclauses 11(a)(i) through 11(a)(iv) all in accordance with the best practice of prudent owners of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations ("the Owners' Insurances");
27
If obtainable at no additional cost, however, the Owners shall procure such insurances on terms such that neither the Managers nor any such third party shall be under any liability in respect of premiums or calls arising in connection with the Owners' Insurances. In any event, on termination of this Agreement in accordance with Clause 30 (Duration of the Agreement) and Clause 31 (Termination), the Owners shall procure that the Managers and any third party designated by the Managers as joint assured shall cease to be joint assured and, if reasonably achievable, that they shall be released from any and all liability for premiums and calls that may arise in relation to the period of this Agreement; and
28
Any days used by the Managers' personnel travelling to or from or attending on the Vessel or otherwise used in connection with the Management Services in excess of those agreed shall be charged in accordance with Box 16.
29
The Managers shall make such accounts available for inspection and auditing by the Owners and/or their representatives in the Managers' offices or by electronic means, provided reasonable notice is given by the Owners.
SECTION 5 – Legal, General and Duration of Agreement
If the Managers are providing crew management services in accordance with subclause 5(a) (Crew Management), the Owners and the Managers will, prior to the commencement of this Agreement, agree on any trading restrictions to the Vessel that may result from the terms and conditions of the Crew's employment and shall review such trading restrictions if warranted during the period of this Agreement.
30
If the Managers are providing crew management services in accordance with subclause 5(a) (Crew Management), the Owners may require the replacement, at their own expense, at the next reasonable opportunity, of any member of the Crew found on reasonable grounds to be unsuitable for service. If the Managers have failed to fulfil their obligations in providing suitable qualified Crew within the meaning of subclause 5(a) (Crew Management), then such replacement shall be at the Managers' expense.
[As per Master Agreement]
[AS PER MASTER AGREEMENT]
[As per Master Agreement]
31
32
On giving reasonable notice, the Managers may request, and the Owners shall in a timely manner make available, all documentation, information and records reasonably required by the Managers to enable them to perform the Management Services.
33
All accounts, documents and information, including electronic data, relating specifically to the Vessel and its operation ("Vessel Information") shall be the property of the Owners. Upon termination of this Agreement the Managers shall release the Vessel Information to the Owners, if so requested. The Vessel Information shall be provided to the Owners, originals where possible or otherwise certified copies, with electronic data in a mutually agreed form. The Managers may retain copies of the Vessel Information.
The Owners may at any time after giving reasonable notice to the Managers inspect the Vessel for any reason they consider necessary.
The Parties will not do or permit to be done anything which might cause any breach or infringement of the laws and regulations of the Flag State, or of the places where the Vessel trades.
For the purposes of this Clause:
"MLC" means the International Labour Organization (ILO) Maritime Labour Convention (MLC 2006) and any amendment thereto or substitution thereof.
"Shipowner" shall mean the party named as "shipowner" on the Maritime Labour Certificate for the Vessel.
34
For the purposes of this Clause:
"Data Subject" means any identified or identifiable natural person, including Crew.
"Personal Data" means any information relating to any Data Subject connected with the Management Services.
"DPR" means any data protection regulations applicable to the Parties in relation to the Management Services, including the European Union General Data Protection Regulation (GDPR).
For the purposes of this Clause:
"Cyber Security Incident" is the loss or unauthorised destruction, alteration, disclosure of, access to, or control of a Digital Environment. "Cyber Security" is technologies, processes, procedures and controls that are designed to protect Digital Environments from Cyber Security Incidents.
"Digital Environment" is information technology systems, operational technology systems, networks, internet-enabled applications or devices and the data contained within such systems.
35
"Sanctioned Activity" means any activity, service, carriage, trade or voyage subject to sanctions, prohibitions or restrictions imposed by a Sanctioning Authority.
"Sanctioning Authority" means the United Nations, European Union, United Kingdom, United States of America or any other applicable competent authority or government.
"Sanctioned Party" means any persons, entities, bodies, or vessels designated by a Sanctioning Authority.
36
[As per Master Agreement]
37
This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or, if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned or has been declared missing or, if bareboat chartered, unless otherwise agreed, when the bareboat charter comes to an end.
38
[As per Master Agreement]
39
40
[As per Master Agreement]
This Agreement and the Master Agreement constitute the entire agreement between the Parties and no promise, undertaking, representation, warranty or statement by either Party prior to the date stated in Box 1 shall affect this Agreement. Any modification of this Agreement shall not be of any effect unless in writing signed by or on behalf of the Parties.
Except to the extent otherwise expressly provided to the contrary in this Agreement, no third parties may enforce any term of this Agreement.
If any provision of this Agreement is or becomes or is held by any arbitrator or other competent body to be illegal, invalid or unenforceable in any respect under any law or jurisdiction, the provision shall be deemed to be amended to the extent necessary to avoid such illegality, invalidity or unenforceability, or, if such amendment is not possible, the provision shall be deemed to be deleted from this Agreement to the extent of such illegality, invalidity or unenforceability, and the remaining provisions shall continue in full force and effect and shall not in any way be affected or impaired thereby.
41
A waiver of any breach or provision of this Agreement shall only be effective if it is made in writing and signed by an authorised signatory of the Party who is waiving such breach or provision. Any waiver of a breach of any term of this Agreement shall not be deemed a waiver of any subsequent breach and shall not affect the enforceability of any other term of this Agreement.
The Owners and the Managers each warrant and represent that the person whose signature appears in Part I hereto is its representative and is duly authorised to execute this Agreement as a binding commitment of such Party.
[As per Master Agreement]
42
In this Agreement:
The singular includes the plural and vice versa as the context admits or requires.
The index and headings to the clauses and appendices to this Agreement are for convenience only and shall not affect its construction or interpretation.
"Day" means a calendar day unless expressly stated to the contrary.
43
ANNEX A
ANNEX "A" (DETAILS OF VESSEL OR VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2024
Date of Agreement: [Relevant details to be inserted]
Name of Vessel(s): [Relevant details to be inserted]
Particulars of Vessel(s): [Relevant details to be inserted]
44
ANNEX B
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2024
Date of Agreement: [Relevant details to be inserted]
Details of Crew: [Relevant details to be inserted]
Numbers |
Rank |
Nationality |
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ANNEX C
ANNEX "C" (BUDGET)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2024
Date of Agreement: [Relevant details to be inserted]
Managers' initial budget with effect from the commencement date of this Agreement (see Box 2): [Relevant details to be inserted]
46
ANNEX D
ANNEX "D" (ASSOCIATED VESSELS)
All Vessels (as defined in the Master Agreement) from time to time.
47
ANNEX E
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2024
[As per Master Agreement]
48
SCHEDULE C– FORM OF COMMERCIAL MANAGEMENT AGREEMENT
SHIPMAN 2024 |
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STANDARD SHIP MANAGEMENT AGREEMENT
PART I
Vessel's name and IMO number (Annex A): [Relevant details to be inserted]
49
*only to apply if Crew Management (Cl. 5(a)) agreed (see Box 7)
50
It is mutually agreed between the Party stated in Box 3 and the Party stated in Box 4 that this Agreement consisting of PART l and PART ll as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), "C" ( Budget), "D" ( Associated Vessels) and "E" ( Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART l and "A", "B", "C", "D" and "E" shall prevail over those of PART ll to the extent of such conflict but no further.
The Party responsible for issuing the final execution version of this Agreement warrants that it is an Authentic BIMCO Template procured from a properly authorised source and that all modifications to it are clearly visible. "Authentic BIMCO Template" means a BIMCO-approved standard contract in an editable electronic format.
Signature(s) (Owners) |
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Name: |
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Name: |
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Position: |
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PART II
SECTION 1 – Basis of the Agreement
In this Agreement save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them:
"Affiliates" shall mean: for each Party, any person and/or entity which, directly, or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the specified party, where "control" means the possession, directly or indirectly of the ownership of voting securities in excess of 50%.
"Company" (with reference to the ISM Code and the ISPS Code) means the organisation identified in Box 5 or any replacement organisation appointed by the Owners from time to time (see subclause 9(b)(i)).
"Crew" means the personnel of the numbers, rank and nationality specified in Annex "B" hereto.
"Crew Insurances" means insurance of liabilities in respect of crew risks which shall include but not be limited to death, permanent disability, sickness, injury, repatriation and loss of personal effects (see subclause 5(b) (Crew Insurances) and Clause 7 (Insurance Arrangements) and Clause 11 (Insurance Policies) and Boxes 10 and 11).
"Delivery" means the date on which the Company identified in Box 5 becomes responsible for the Vessel under the ISM and ISPS Codes.
"Flag State" means the State whose flag the Vessel is flying.
"ISM Code" means the International Management Code for the Safe Operation of Ships and for Pollution Prevention and any amendment thereto or substitution therefor.
"ISPS Code" means the International Code for the Security of Ships and Port Facilities and the relevant amendments to Chapter XI of SOLAS and any amendment thereto or substitution therefor.
"Managers" means the party identified in Box 4.
"Management Services" means the services specified in SECTION 2 - Services (Clauses 4 through 7) as indicated affirmatively in Boxes 6 through 8, 10 and 11, SECTION 3 -
52
Obligations (Clause 10) as indicated in Box 14, and all other functions performed by the Managers under the terms of this Agreement, including Predelivery Services.
"Master Agreement" means the agreement entitled Master Agreement entered into between Navios Maritime Partners L.P. and Navios Shipmanagement Inc. on [●] 2024.
"Owners" means the party identified in Box 3.
"Parties" means the Owners and the Managers and each individually a "Party".
"Person" means any individual, firm, corporation, stock company, limited liability company, trust, partnership, limited liability partnership, association, joint venture or business, whether or not having legal personality.
"Predelivery Services" means the services performed by the Managers for and in respect of the Vessel prior to Delivery.
"SMS" means the Safety Management System (as defined by the ISM Code).
"STCW" means the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended in 1995 and 2010 and any amendment thereto or substitution therefor.
"Vessel" means the vessel or vessels details of which are set out in Annex "A" attached hereto.
With effect from the date stated in Box 2 for the commencement of the Agreement and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel in respect of the Management Services.
Subject to the terms and conditions herein provided, during the period of this Agreement the Managers shall carry out the Management Services in respect of the Vessel as agents for and on behalf of the Owners. The Managers shall have authority to take such actions as they may from time to time in their absolute discretion consider to be necessary to enable them to perform the Management Services in accordance with sound ship management practice, including but not limited to compliance with all applicable rules and regulations.
SECTION 2 – Services
(only applicable if agreed according to Box 6).
53
(only applicable if agreed according to Box 7)
54
(b) Crew Insurances
(only applicable if subclause 5(a) applies and if agreed according to Box 10)
55
(only applicable if agreed according to Box 8).
The Managers shall provide the following services for the Vessel in accordance with the Owners' instructions, which shall include but not be limited to:
If any of the services under subclauses 6(a), 6(b) and 6(c) are to be excluded from the annual management fee, remuneration for these services must be stated in Annex E (Fee Schedule). See subclause 13(e).
56
(only applicable if agreed according to Box 11).
The Managers shall arrange insurances in accordance with Clause 11 (Insurance Policies), on such terms as the Owners shall have instructed or agreed, in particular regarding conditions, insured values, deductibles, franchises and limits of liability.
SECTION 3 – Obligations
Provided, however, that in the performance of their management responsibilities under this Agreement, the Managers shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available personnel and resources in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable.
57
58
Notwithstanding any other provision in this Agreement, the Owners and the Managers (together the "Parties" and each individually a "Party") agree as follows:
"Emission Allowances" means an allowance, credit, quota, permit or equivalent, representing a right of a vessel to emit a specified quantity of greenhouse gas emissions recognised by the Emission Scheme.
"Emission Data" means data and records of the Vessel's emissions in the form and manner necessary to calculate its Emission Allowances.
"Emission Scheme" means a greenhouse gas emissions trading scheme which for the purposes of this Clause shall include the European Union Emissions Trading System and any other similar systems imposed by applicable lawful authorities that regulate the issuance, allocation, trading or surrendering of Emission Allowances.
"Responsible Entity" means the party responsible for compliance under any Emission Scheme(s) applicable to the Vessel by law and/or regulation.
Where the Owners are the Responsible Entity:
This subclause (iii) is applicable only if the Parties state "Yes" in Box 14(i)
The Managers shall provide Emission Scheme management services ("Emission Scheme Management Services") which shall include, but not be limited to, the following:
59
Where the Managers (or the Managers' nominee) are made the Responsible Entity under any Emission Scheme(s) applicable to the Vessel, or assume that responsibility by agreement between the Parties in accordance with such Emission Scheme(s), the following shall apply:
60
SECTION 4 – Insurance, Budgets, Income, Expenses and Fees
The Owners shall procure, whether by instructing the Managers under Clause 7 (Insurance Arrangements) or otherwise, that throughout the period of this Agreement:
Subclauses 11(a)(i) through 11(a)(iv) all in accordance with the best practice of prudent owners of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations ("the Owners' Insurances");
61
If obtainable at no additional cost, however, the Owners shall procure such insurances on terms such that neither the Managers nor any such third party shall be under any liability in respect of premiums or calls arising in connection with the Owners' Insurances. In any event, on termination of this Agreement in accordance with Clause 30 (Duration of the Agreement) and Clause 31 (Termination), the Owners shall procure that the Managers and any third party designated by the Managers as joint assured shall cease to be joint assured and, if reasonably achievable, that they shall be released from any and all liability for premiums and calls that may arise in relation to the period of this Agreement; and
62
Any days used by the Managers' personnel travelling to or from or attending on the Vessel or otherwise used in connection with the Management Services in excess of those agreed shall be charged in accordance with Box 16.
63
The Managers shall make such accounts available for inspection and auditing by the Owners and/or their representatives in the Managers' offices or by electronic means, provided reasonable notice is given by the Owners.
64
SECTION 5 – Legal, General and Duration of Agreement
[As per Master Agreement]
[AS PER MASTER AGREEMENT]
[As per Master Agreement]
65
66
67
On giving reasonable notice, the Managers may request, and the Owners shall in a timely manner make available, all documentation, information and records reasonably required by the Managers to enable them to perform the Management Services.
All accounts, documents and information, including electronic data, relating specifically to the Vessel and its operation ("Vessel Information") shall be the property of the Owners. Upon termination of this Agreement the Managers shall release the Vessel Information to the Owners, if so requested. The Vessel Information shall be provided to the Owners, originals where possible or otherwise certified copies, with electronic data in a mutually agreed form. The Managers may retain copies of the Vessel Information.
The Owners may at any time after giving reasonable notice to the Managers inspect the Vessel for any reason they consider necessary.
The Parties will not do or permit to be done anything which might cause any breach or infringement of the laws and regulations of the Flag State, or of the places where the Vessel trades.
For the purposes of this Clause:
"MLC" means the International Labour Organization (ILO) Maritime Labour Convention (MLC 2006) and any amendment thereto or substitution thereof.
68
"Shipowner" shall mean the party named as "shipowner" on the Maritime Labour Certificate for the Vessel.
For the purposes of this Clause:
"Data Subject" means any identified or identifiable natural person, including Crew.
"Personal Data" means any information relating to any Data Subject connected with the Management Services.
"DPR" means any data protection regulations applicable to the Parties in relation to the Management Services, including the European Union General Data Protection Regulation (GDPR).
For the purposes of this Clause:
"Cyber Security Incident" is the loss or unauthorised destruction, alteration, disclosure of, access to, or control of a Digital Environment. "Cyber Security" is technologies, processes, procedures and controls that are designed to protect Digital Environments from Cyber Security Incidents.
69
"Digital Environment" is information technology systems, operational technology systems, networks, internet-enabled applications or devices and the data contained within such systems.
70
[As per Master Agreement]
71
72
73
[As per Master Agreement]
74
[As per Master Agreement]
75
This Agreement and the Master Agreement constitute the entire agreement between the Parties and no promise, undertaking, representation, warranty or statement by either Party prior to the date stated in Box 1 shall affect this Agreement. Any modification of this Agreement shall not be of any effect unless in writing signed by or on behalf of the Parties.
Except to the extent otherwise expressly provided to the contrary in this Agreement, no third parties may enforce any term of this Agreement.
If any provision of this Agreement is or becomes or is held by any arbitrator or other competent body to be illegal, invalid or unenforceable in any respect under any law or jurisdiction, the provision shall be deemed to be amended to the extent necessary to avoid such illegality, invalidity or unenforceability, or, if such amendment is not possible, the provision shall be deemed to be deleted from this Agreement to the extent of such illegality, invalidity or unenforceability, and the remaining provisions shall continue in full force and effect and shall not in any way be affected or impaired thereby.
A waiver of any breach or provision of this Agreement shall only be effective if it is made in writing and signed by an authorised signatory of the Party who is waiving such breach or provision. Any waiver of a breach of any term of this Agreement shall not be deemed a waiver of any subsequent breach and shall not affect the enforceability of any other term of this Agreement.
The Owners and the Managers each warrant and represent that the person whose signature appears in Part I hereto is its representative and is duly authorised to execute this Agreement as a binding commitment of such Party.
[As per Master Agreement]
76
In this Agreement:
The singular includes the plural and vice versa as the context admits or requires.
The index and headings to the clauses and appendices to this Agreement are for convenience only and shall not affect its construction or interpretation.
"Day" means a calendar day unless expressly stated to the contrary.
77
ANNEX A
ANNEX "A" (DETAILS OF VESSEL OR VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2024
Date of Agreement: [Relevant details to be inserted]
Name of Vessel(s): [Relevant details to be inserted]
Particulars of Vessel(s): [Relevant details to be inserted]
78
ANNEX B
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2024
Date of Agreement: [Relevant details to be inserted]
Details of Crew: [Relevant details to be inserted]
Numbers |
Rank |
Nationality |
79
ANNEX C
ANNEX "C" (BUDGET)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2024
Date of Agreement: [Relevant details to be inserted]
Managers' initial budget with effect from the commencement date of this Agreement (see Box 2): [Relevant details to be inserted]
80
ANNEX D
ANNEX "D" (ASSOCIATED VESSELS)
All Vessels (as defined in the Master Agreement) from time to time.
81
ANNEX E
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2024
[As per Master Agreement]
82
SCHEDULE D – SERVICES AND FEES
Management Services
NSM shall be entitled to the following fees under the Management Agreements:
Project Services
NSM shall further be entitled to the following fees in respect of other Services:
Inflation Adjustment
All above fees are to be adjusted upwards by an annual escalation linked to the United States Consumer Price Index for the previous twelve (12) months. The first adjustment will take place on October 30, 2025 and subsequent adjustments on each anniversary thereafter.
83
Incentive Award
NMM may, in its board of directors’ absolute discretion, pay NSM an Incentive Award as follows:
Return on Equity |
|
$ |
Target |
Less than 15% |
|
|
Nil |
Greater than or equal to 15% and up to 17.5% |
|
|
2,200,000 |
Greater than or equal to 17.5% and up to 20% |
|
|
3,300,000 |
Greater of than equal to 20% and up to 22.5% |
|
|
4,400,000 |
Greater of than equal to 22.5% and up to 25% |
|
|
5,500,000 |
Greater than or equal to 25% |
|
|
6,600,000 |
“Return on Equity” means Earnings Per Unit divided by Unit Value.
“Earnings Per Unit” means the earnings per issued unit of NMM as determined by US GAAP for the most recent financial year.
“Unit Value” means the book value per issued unit of NMM determined as at 31 December of the preceding year, as shown in the Relevant Financial Statements.
“Relevant Financial Statements” mean those financial statements of NMM for the period subject to the award.
An Incentive Award may be paid in cash, units or securities convertible into or exchangeable for units, as NMM’s board of directors may unanimously determine in their absolute discretion.
NMM may further grant additional incentive awards in Units or cash or securities convertible into or exchangeable for Units, as an independent committee of NMM’s board of directors may at its absolute discretion decide.
Reimbursable Costs
“Reimbursable Costs” means all expenses reasonably incurred by NSM in connection with the provision of the Services, including without limitation, all costs incurred that are for Owners' account under the Management Agreements and all cost incurred with external service providers in connection with the Project Services, corporate transactions and financing arrangements.
Notwithstanding anything to the contrary in this Agreement or the Management Agreements, NSM is not to be responsible for, and may, if applicable, charge as Reimbursable Costs, any of the following extraordinary costs liabilities and expenses in respect of a Vessel:
84
85
Exhibit 99.2
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (as amended and/or supplemented from time to time, the "Agreement") dated this August 16, 2024, and effective as of January 1, 2025 (the "Effective Date"), by and between NAVIOS MARITIME PARTNERS L.P., a Marshall Islands limited partnership (together with its Affiliates and subsidiaries, “NMM”) and NAVIOS SHIPMANAGEMENT INC., a Marshall Islands corporation (together with its Affiliates and subsidiaries, “NSM”) (each of NMM and NSM a "Party", and together, the "Parties").
WHEREAS:
(A) NMM is a limited partnership which owns and charters certain vessels and requires certain administrative support services for the operation of these vessels; and
(B) NMM wishes to engage NSM to provide to NMM, and NSM wishes to provide, the administrative services described in Schedule A (the "Services") for the fees set out in Schedule B (the "Costs and Expenses"), on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, the Parties agree that, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
Section 1. Definitions.
In this Agreement, including the recitals hereto, unless the context requires otherwise, the following terms shall have the respective meanings ascribed to them below, and any reference to a "Section" or "Schedule" shall be construed as a reference to a section or schedule to this Agreement:
"Affiliate" shall mean: for each Party, any person and/or entity which, directly, or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the specified party, where "control" means the possession, directly or indirectly, of the ownership of voting securities in excess of 50%;
"Business Day" means a day other than a Saturday, Sunday or statutory holiday on which banks are open in Greece, London, Monaco and New York.
“Change of Control” means:
For clarity, whether any sale, lease, transfer, conveyance or other disposition of properties or assets in connection with any acquisition (including any acquisition by means of a merger or consolidation with or into NMM or any subsidiary), the determination of whether such sale, lease, transfer, conveyance or disposition constitutes a sale of all or substantially all of the properties or assets of NMM and its subsidiaries taken as a whole shall be made on a pro forma basis giving effect to such acquisition.
“Limited Partnership Agreement” means the Fourth Amended and Restated Agreement of Limited Partnership of Navios Maritime Partners L.P. dated as of 19 March 2018 (as may amended and supplemented from time to time);
“Permitted Person” means Angeliki Frangou or her direct descendants, either directly or indirectly (through entities owned and controlled by her or trusts or foundations of which she is the beneficiary), or any of her affiliates, including their successors and assigns.
“Unitholders” means holders of units representing limited partnership interests in NMM.
Section 2. General.
NSM shall provide all or such portion of the Services, in a commercially reasonable manner, as NMM may from time to time direct, under its supervision.
Section 3. Covenants. During the term of this Agreement NSM shall:
(a) diligently provide, or sub-contract the provision of, the Services to NMM, in accordance with Section 19, as an independent contractor, and be responsible to NMM for the due and proper performance of same;
(b) retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Services; and
(c) keep full and proper books of accounts and records, including but not limited to, of all costs and expenditure incurred, showing clearly all transactions relating to the provision of the Services in accordance with established general commercial practices and in accordance with United States generally accepted accounting principles, and allow NMM, its representatives, and auditors, to audit and examine such books, records and accounts at any time during customary business hours.
Section 4. Non-exclusivity. NSM and its employees may provide services of a nature similar to the Services to any other person/entity and are not obliged to provide the Services to NMM on an exclusive basis.
Section 5. Confidential Information. NSM shall be obligated to keep confidential, both during and after the term of this Agreement, all information it has acquired or developed in the course of providing the Services under this Agreement ("Confidential Information"), except to the extent that disclosure of such information is required by applicable law. NMM shall be entitled to any equitable remedy available at law or in equity, including specific performance, against a breach by NSM of this obligation. NSM shall not resist such application for relief on the basis that NMM has an adequate remedy at law, and NSM shall waive any requirement for the securing or posting of any bond in connection with such remedy.
Section 5.1 Notwithstanding the foregoing, 'Confidential Information' shall not include any information which: (a) was public knowledge at the time of the disclosure, or, which subsequently became public knowledge other than as a result of a breach of this Agreement; (b) NSM can show was made available to it by some other Person who had a right to do so and who was not subject to any obligation of confidentiality or restricted use regarding such information; or (c) was developed by NSM without use of any confidential information provided hereunder, or by a third party in breach of its confidentiality obligations.
Section 6. Reimbursement of Costs and Expenses. In consideration for NSM providing the Services, NMM shall reimburse NSM in the manner provided for in Schedule B to this Agreement.
Section 7. General Relationship Between The Parties. The relationship between the Parties is that of independent contractor. The Parties to this Agreement do not intend, and nothing herein shall be interpreted so as, to create a partnership, joint venture, employee or agency relationship between NSM and any one or more of NMM, including any of their Affiliates and/or subsidiaries.
Section 8. Indemnity.
NMM shall indemnify and hold harmless NSM and its employees and agents against all actions, proceedings, claims, demands or liabilities which may be brought against them as a result of the provision of Services pursuant to this Agreement including, without limitation, all actions, proceedings, claims, demands or liabilities brought under the environmental laws of any jurisdiction, and against and in respect of all costs and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur due to defending or settling same, provided, however, that such indemnity shall exclude any and all losses, actions, proceedings, claims, demands, costs, damages, expenses and liabilities whatsoever, which may be caused by, or may be due to, the fraud, gross negligence or willful misconduct, of NSM, its employees and/or agents, in which case NSM's liability for each incident or series of incidents giving rise to such loss, action, proceeding, claim, demand, cost, damage expense, or liability, shall never exceed a total of United States Dollars five million (USD $5,000,000).
Section 9. No consequential damages. Neither NSM nor any of its Affiliates and/or subsidiaries shall be liable for indirect, incidental or consequential damages suffered by NMM, or for punitive damages, with respect to any term or the subject matter of this Agreement, even if informed of the possibility thereof in advance. This limitation applies to all causes of action, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, fraud, misrepresentation and other torts.
Section 10. Term And Termination. This Agreement shall always have a term of ten (10) years, such that without any further act or formality on the part of either Party, on each anniversary of the Effective Date, the remaining nine (9) year term shall be extended by one (1) year, unless terminated by either Party in accordance with this Section 10 (the "Term").
This Agreement may be terminated:
(1) by NSM, if there is a Change of Control of NMM;
(2) by either Party if:
(a) the other Party breaches this Agreement in any material respect which remains unremedied within ninety (90) days of the date of receipt of any written notice specifying the breach.
(b) a receiver is appointed for all or substantially all of the property of the other Party;
(c) an order is made to wind-up the other Party;
(d) a final judgment, order or decree which materially and adversely affects the ability of the other party to perform this Agreement shall have been obtained or entered against the other Party and such judgment, order or decree shall not have been vacated, discharged or stayed; or
(e) the other Party makes a general assignment for the benefit of its creditors, files a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt, commences any proceeding for a reorganization or arrangement of debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto, or if any such proceeding shall be commenced.
(3) At any time after the first anniversary, by either Party upon not less than three hundred and sixty-five (365) days' written notice for any reason other than any of the reasons set out above.
If this Agreement is terminated for any reason other than a breach of NSM, the Termination Fee shall become immediately due and paid within fifteen (15) days of such termination.
Section 11. Costs and Expenses Upon Termination. Upon termination of this Agreement pursuant to Section 10, NMM shall, within fifteen (15) days of termination, be obligated to pay NSM any and all amounts payable pursuant to Section 6 for any Services provided prior to the time of termination, and an amount equal to the total annual allocable administrative costs, as stated in the most recent audited annual financial statements of NMM at the time of such termination (the "Termination Fee").
Section 12. Insurance. NSM shall obtain and maintain any insurance as is reasonable having regard to the nature and extent of NSM's obligations under this Agreement, and in any case, obtain and maintain professional liability insurance in an amount equal to United States Dollars five million (USD $5,000,000.00) throughout the Term of this Agreement.
Section 13. Surrender Of Books And Records. Upon termination of this Agreement, NSM shall as far as practicable, forthwith surrender to NMM any and all books, records, documents and other property in the possession or control of NSM relating to this Agreement and to the business, finance, technology, trademarks or affairs of NMM and/or any of its subsidiaries and Affiliates and, except as required by law, shall not retain any copies of same.
Section 14. Force Majeure. NSM shall not be liable for any failure to perform its obligations hereunder by reason of any of the following force majeure events provided NSM has made all reasonable efforts to avoid, minimize or prevent the effect of such event : :
(i) acts of God;
(ii) any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof;
(iii) riots, civil commotion, blockades or embargoes;
(iv) epidemics;
(v) earthquakes, landslides, floods or other extraordinary weather conditions;
(vi) fire, accident, explosion, except where caused by the negligence of the party seeking to invoke force majeure;
(vii) government requisition;
(viii) strikes, lockouts, or other industrial action, unless limited to the employees (which shall not in the case of NSM, include any crewing personnel) of the Party seeking to invoke force majeure; or
(ix) any other similar cause beyond the reasonable control of either Party.
Section 15. Entire Agreement. This Agreement forms the entire agreement between the Parties with respect to the subject matter hereof and supersedes and replaces all previous agreements, written or oral, with respect to the subject matter hereof.
Section 16. Severability. If any provision herein is held to be void or unenforceable, the validity and enforceability of the remaining provisions herein shall remain unaffected and enforceable.
Section 17. Currency. Unless stated otherwise, all currency references herein are to United States Dollars.
Section 18. Law And Arbitration. This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Section. The seat of the arbitration shall be England, even where the hearing takes place outside England.
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
The reference shall be to three arbitrators, one to be appointed by each party and the third, subject to the provisions of the LMAA Terms, by the two so appointed. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified in the notice, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if the arbitrator had been appointed by agreement.
Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.
Section 19. Notices. Any notice, consent or request to be given to a Party pursuant to this Agreement shall be in writing and delivered either by courier or facsimile to the addresses provided below:
If to NMM:
85 Akti Miaouli Street
Piraeus, Greece 185 38
Attn: Mrs. Erifyli Tsironi
etsironi@Navios.com
legal_corp@Navios.com
If to NSM:
85 Akti Miaouli Street
Piraeus, Greece 185 38
Attn: Angeliki Tsakanikas
atsakanika@navios.com
legal_corp@Navios.com
All notices shall be deemed to take effect on the day of delivery, provided such notice is received before 17:00 hours (local time) on a Business Day and if not, the next Business Day.
A Party may change its address by providing written notice thereof to the other Party in accordance with this Section 19.
Section 20. Sub-contracting And Assignment. NSM shall not assign its duties and/or obligations under this Agreement to any party that is not a subsidiary or Affiliate of NSM, without the prior written consent of NMM, such consent not to be unreasonably withheld, conditioned or delayed. Without prejudice to the foregoing, NSM may freely sub-contract or sub-license this Agreement, without the prior written consent of NMM, provided that it shall remain liable for the due performance of the Services and any of its obligations under this Agreement.
Section 21. Waiver. No failure by either Party to enforce any covenant, duty, condition or term of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or of any other covenant, duty condition or term of this Agreement. Any waiver must be specifically stated as such in writing.
Section 22. Amendments. No amendment, supplement, modification or restatement of any provision of this Agreement shall be binding unless it is in writing and signed by each Party to this Agreement.
Section 23. Affiliates. This Agreement shall be binding upon, and inure to the benefit of, and be enforceable by, the Parties and their respective Affiliates.
Section 24. Third Parties. A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Section 25. Counterparts. This Agreement may be executed in one or more signed counterparts, or otherwise, all of which shall together form one and the same agreement. Signatures of this Agreement transmitted by e-mail, pdf, or by any other electronic means will be deemed valid and binding to the same extent as original signatures.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties and is effective as of the Effective Date.
NAVIOS MARITIME PARTNERS L.P. |
|
NAVIOS SHIPMANAGEMENT INC. |
||
|
|
|
|
|
By: |
/s/ Erifyli Tsironi |
|
By: |
/s/ Angeliki Tsakanikas |
|
Name: Erifyli Tsironi |
|
|
Name: Angeliki Tsakanikas |
|
|
|
|
|
|
Title: Chief Financial Officer |
|
|
Title: Treasurer/Director |
SCHEDULE A
SERVICES
NSM shall provide such of the following administrative support services and such additional services as the Parties may agree to NMM, as NMM may from time to time request and direct NSM to provide:
SCHEDULE B
COSTS AND EXPENSES
(a) Within thirty (30) days after the end of each month, NSM shall submit to NMM for payment an invoice for reimbursement of all Costs and Expenses in connection with the provision of the Services listed in Schedule A by NSM to NMM for that month. Each statement will contain such supporting details as may be reasonably required to validate such amounts due.
(b) NMM shall make payment within thirty (30) days of the date of each invoice (any such day on which a payment is due, the “Due Date”).
(c) All invoices for Services are payable in U.S. dollars. Any invoice not paid within thirty (30) days from the Due Date shall bear an interest at the rate of 5.00% per annum over US$ SOFR from such Due Date until the date that the payment is received in full by NSM.
Exhibit 99.3
Dated 26 June 2024
$95,000,000
REVOLVING CREDIT FACILITY
ARKOI SHIPPING CORPORATION
JOY SHIPPING CORPORATION
AVERY SHIPPING COMPANY
ASTYPALAIA SHIPPING CORPORATION
KINAROS SHIPPING CORPORATION
VENETIKO SHIPPING CORPORATION
as joint and several Borrowers
and Hedge Guarantors
ABN AMRO BANK N.V.
as Arranger
ABN AMRO BANK N.V.
as Facility Agent
and
ABN AMRO BANK N.V.
as Security Agent
FACILITY AGREEMENT
secured on six bulk carrier vessels
Index
Clause |
Page |
|
|
|
|
Section 1 Interpretation |
3 |
|
1 |
Definitions and Interpretation |
3 |
Section 2 The Facility |
34 |
|
2 |
The Facility |
34 |
3 |
Purpose |
34 |
4 |
Conditions of Utilisation |
34 |
Section 3 Utilisation |
36 |
|
5 |
Utilisation |
36 |
Section 4 Repayment, Prepayment and Cancellation |
39 |
|
6 |
Repayment |
39 |
7 |
Prepayment and Cancellation |
41 |
Section 5 Costs of Utilisation |
46 |
|
8 |
Rate Switch |
46 |
9 |
Interest |
47 |
10 |
Interest Periods |
51 |
11 |
Changes to the Calculation of Interest |
51 |
12 |
Fees |
54 |
Section 6 Additional Payment Obligations |
55 |
|
13 |
Tax Gross Up and Indemnities |
55 |
14 |
Increased Costs |
59 |
15 |
Other Indemnities |
61 |
16 |
Mitigation by the Finance Parties |
64 |
17 |
Costs and Expenses |
64 |
Section 7 Joint and Several Liability of Borrowers and Guarantee |
66 |
|
18 |
Joint and Several Liability of the Borrowers |
66 |
19 |
Guarantee and Indemnity – Hedge Guarantors |
67 |
Section 8 Representations, Undertakings and Events of Default |
71 |
|
20 |
Representations |
71 |
21 |
Information Undertakings |
79 |
22 |
General Undertakings |
82 |
23 |
Insurance Undertakings |
89 |
24 |
Ship Undertakings |
95 |
25 |
Security Cover |
101 |
26 |
Accounts, application of Earnings and Hedge Receipts |
103 |
27 |
Events of Default |
104 |
Section 9 Changes to Parties |
110 |
|
28 |
Changes to the Lenders and Hedge Counterparties |
110 |
29 |
Changes to the Transaction Obligors |
115 |
Section 10 The Finance Parties |
116 |
|
30 |
The Facility Agent and the Arranger |
116 |
31 |
The Security Agent |
126 |
32 |
Conduct of Business by the Finance Parties |
141 |
33 |
Sharing among the Finance Parties |
142 |
Section 11 Administration |
144 |
|
34 |
Payment Mechanics |
144 |
35 |
Set-Off |
147 |
36 |
Bail-In |
148 |
EUROPE/76217606v5
37 |
Notices |
148 |
38 |
Calculations and Certificates |
150 |
39 |
Partial Invalidity |
151 |
40 |
Remedies and Waivers |
151 |
41 |
Entire Agreement |
151 |
42 |
Settlement or Discharge Conditional |
151 |
43 |
Irrevocable Payment |
151 |
44 |
Amendments and Waivers |
152 |
45 |
Confidential Information |
156 |
46 |
Confidentiality of Funding Rates |
160 |
47 |
Counterparts |
161 |
Section 12 Governing Law and Enforcement |
162 |
|
48 |
Governing Law |
162 |
49 |
Enforcement |
162 |
Schedules
Schedule 1 The Parties |
163 |
Part A The Obligors |
163 |
Part B The Original Lenders |
168 |
Part C The Servicing Parties |
169 |
Schedule 2 Conditions Precedent |
170 |
Part A Conditions Precedent to any Utilisation Request |
170 |
Part B Conditions Precedent to Release – Tranche A |
172 |
Part C Conditions Precedent to Utilisation – Advances under Tranche B |
174 |
Schedule 3 Utilisation Request |
176 |
Schedule 4 Form of Transfer Certificate |
178 |
Schedule 5 Form of Assignment Agreement |
180 |
Schedule 6 Details of the Ships and Other Definitions |
183 |
Schedule 7 Timetables |
186 |
Schedule 8 Reference Rate Terms |
187 |
Schedule 9 Daily Non-Cumulative Compounded RFR Rate |
191 |
Schedule 10 Cumulative Compounded RFR Rate |
193 |
Execution
Execution Pages |
194 |
EUROPE/76217606v5
THIS AGREEMENTis made on 26 June 2024
PARTIES
BACKGROUND
EUROPE/76217606v5
for the purpose of refinancing the Existing Indebtedness secured on Ship B and Ship C and refinancing in part the acquisition cost of Ship A, Ship D, Ship E and Ship F and towards the general corporate and working capital purposes of the Group.
OPERATIVE PROVISIONS
|
2 |
EUROPE/76217606v5 |
SECTION 1
INTERPRETATION
In this Agreement:
"2002 ISDA Master Agreement" means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.
"Account Bank" means ABN AMRO Bank N.V. acting through its office at Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands or any replacement bank or other financial institution as may be approved by the Facility Agent acting with the authorisation of the Majority Lenders.
"Account Security" means a document creating Security over any Earnings Account in agreed form.
"Additional Business Day" means any day specified as such in the Reference Rate Terms.
"Advance" means any Utilisation of the Facility under this Agreement.
"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
"Annex VI" means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.
"Approved Brokers" means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.
"Approved Classification" means, in relation to a Ship, as at the date of this Agreement, the classification in relation to that Ship specified in Schedule 6 (Details of the Ships and Other Definitions) with the relevant Approved Classification Society or the equivalent classification with another Approved Classification Society.
"Approved Classification Society" means, in relation to a Ship, as at the date of this Agreement, the classification society in relation to that Ship specified in Schedule 6 (Details of the Ships and Other Definitions) or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders which authorisation no Lender shall unreasonably withhold.
"Approved Flag" means, in relation to a Ship, as at the date of this Agreement, the flag in relation to that Ship specified in Schedule 6 (Details of the Ships and Other Definitions) or such other flag and, if applicable port of registry, approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders which authorisation no Lender shall unreasonably withhold and which authorisation shall not be withheld in the case of the flag of Panama, Cyprus, Liberia, Malta, Portugal or the Marshall Islands and a reference to "the Approved Flag" in respect of a Ship shall be a reference to the flag and, if applicable port of
|
3 |
EUROPE/76217606v5 |
registry, under which that Ship is then flagged with the agreement of the Facility Agent acting with the authorisation of the Majority Lenders.
"Approved Manager" means, in relation to a Ship:
"Approved Valuer" means Affinity Shipbrokers, Arrow Valuations, Associated Shipbroking Monaco, Braemar ACM Valuations, BRS Barry Rogliano Salles, Cass Technava, Clarksons, Drewry Maritime Services, Fearnleys, Ifchor Galbraiths, Gibson Shipbrokers, Grieg Shipbrokers, Howe Robinson, Kontiki, Lorentzen & Stemoco, Maersk Shipbrokers, Pareto Shipbrokers, SSY, Sterling Shipbrokers, VesselsValue (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting with the authorisation of the Lenders.
"Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.
"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.
"Availability Period" means the period from and including the date of this Agreement to and including the date falling one Month before the last Reduction Date.
"Available Commitment" means a Lender's Commitment minus:
For the purposes of calculating a Lender's Available Commitment in relation to any proposed Utilisation, that Lender's participation in any Advance that is due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from that Lender's Commitment.
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"Available Facility" means the aggregate for the time being of each Lender's Available Commitment.
"Bail-In Action" means the exercise of any Write-down and Conversion Powers.
"Bail-In Legislation" means:
"Borrower" means Borrower A, Borrower B, Borrower C, Borrower D, Borrower E or Borrower F.
"Break Costs" means:
exceeds
"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam, Piraeus and New York and, in relation to:
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which is an Additional Business Day relating to that Term Rate Loan or Compounded Rate Loan (as the case may be).
"Central Bank Rate" has the meaning given to that term in the Reference Rate Terms.
"Central Bank Rate Adjustment" has the meaning given to that term in the Reference Rate Terms.
"Central Bank Rate Spread" has the meaning given to that term in the Reference Rate Terms.
"Change of Control" has the meaning given to it in Clause 7.2 (Change of control).
"Charter" means, in relation to a Ship, any charter relating to that Ship, or other contract for its employment, whether or not already in existence.
"Charter Assignment" means an assignment of a Charter and any Charter Guarantee which is assignable pursuant to Clause 24.22 (Charter assignment) in favour of the Security Agent in form and substance satisfactory to the Security Agent.
"Charter Guarantee" means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.
"Code" means the US Internal Revenue Code of 1986.
"Commitment" means a Tranche A Commitment or a Tranche B Commitment.
"Compounding Methodology Supplement" means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:
"Compounded Rate Interest Payment" means the aggregate amount of interest that:
"Compounded Rate Loan" means the Loan, any part of the Loan or, if applicable, Unpaid Sum which is not a Term Rate Loan.
"Compounded Reference Rate" means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day.
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"Confidential Information" means all information relating to any Transaction Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:
in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:
"Confidentiality Undertaking" means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrowers and the Facility Agent.
"Corresponding Debt" means any amount, other than any Parallel Debt, which an Obligor owes to a Secured Party under or in connection with the Finance Documents.
"Cumulative Compounded RFR Rate" means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 10 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.
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"Daily Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 9 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.
"Daily Rate" means the rate specified as such in the Reference Rate Terms.
"Deed of Covenant" means, in relation to a Ship, if required by the laws of the Approved Flag of that Ship, a deed of covenant collateral to the Mortgage over that Ship and creating Security over that Ship in agreed form.
"Deed of Release" means a deed releasing the Existing Security in a form acceptable to the Facility Agent.
"Default" means an Event of Default or a Potential Event of Default.
"Defaulting Lender" means any Lender:
unless, in the case of paragraph (a) above:
"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent.
"Disruption Event" means either or both of:
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and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.
"Document of Compliance" has the meaning given to it in the ISM Code.
"dollars" and "$" mean the lawful currency, for the time being, of the United States of America.
"Earnings" means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower or the Security Agent and which arise out of or in connection with or relate to the use or operation of that Ship, including (but not limited to):
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"Earnings Account" means, in relation to a Borrower:
"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.
"Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Law.
"Environmental Claim" means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, "claim" includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.
"Environmental Incident" means:
"Environmental Law" means any present or future law relating to vessel disposal, energy efficiency, carbon reduction, emissions, emissions trading, pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation,
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handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.
"Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.
"EU Bail-In Legislation Schedule" means the document described as such and published by the LMA from time to time.
"EU Blocking Regulation" means:
"EU Ship Recycling Regulation" means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC.
"Event of Default" means any event or circumstance specified as such in Clause 27 (Events of Default).
"Existing Facility Agent" means the "Facility Agent" as such term is defined in the Existing Facility Agreement.
"Existing Facility Agreement" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).
"Existing Indebtedness" means, at any date, the outstanding Financial Indebtedness of Borrower B and Borrower C on that date under the Existing Facility Agreement.
"Existing Security" means any Security created to secure the Existing Indebtedness.
"Facility" means the reducing revolving credit facility made available under this Agreement as described in Clause 2 (The Facility).
"Facility Office" means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.
"FATCA" means:
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"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.
"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.
"Fee Letter" means any letter or letters dated on or about the date of this Agreement between any of the Arranger, the Facility Agent and the Security Agent and any Borrower setting out any of the fees referred to in Clause 12 (Fees).
"Finance Document" means:
"Finance Party" means the Facility Agent, the Security Agent, the Arranger, a Lender or a Hedge Counterparty.
"Financial Indebtedness" means any indebtedness for or in relation to:
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"Funding Rate" means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 11.4 (Cost of funds).
"GAAP" means generally accepted accounting principles in the US.
"General Assignment" means, in relation to a Ship, the general assignment creating Security over that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship in agreed form.
"Group" means the Guarantor and its Subsidiaries for the time being (excluding any Subsidiaries whose shares are listed on any public stock exchange and whose financial statements are not consolidated into the financial statements of the Group) and "member of the Group" shall be construed accordingly.
"Guarantee" means a guarantee executed by the Guarantor in agreed form.
"Guarantor" means Navios Maritime Partners L.P., a limited partnership formed in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
"Hedge Receipts" means all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower or the Security Agent by a Hedge Counterparty under a Hedging Agreement.
"Hedging Agreement" means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by a Borrower for the purpose of hedging interest payable under this Agreement.
"Hedging Agreement Security" means, in relation to a Borrower, a hedging agreement security creating Security over that Borrower's rights and interests in any Hedging Agreement, in agreed form.
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"Hedging Prepayment Proceeds" means any Hedge Receipts arising as a result of termination or closing out under a Hedging Agreement.
"Historic Term SOFR" means, in relation to any Term Rate Loan, the most recent applicable Term SOFR for a period equal in length to the Interest Period of that Term Rate Loan and which is as of a day which is no more than five Additional Business Days before the Quotation Day.
"Holding Company" means, in relation to a person, any other person in relation to which it is a Subsidiary.
"Indemnified Person" has the meaning given to it in Clause 15.2 (Other indemnities).
"Initial Charter" has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).
"Initial Charterer" has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).
"Initial Market Value" means, in relation to a Ship, the Market Value of that Ship calculated in accordance with the valuation(s) relating to it referred to in paragraph 3.5 of Part B of Schedule 2 (Conditions Precedent) and paragraph 2.5 of Part C of Schedule 2 (Conditions Precedent).
"Insurances" means, in relation to a Ship:
"Insolvency Event" in relation to an entity means that the entity:
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"Interest Payment Date" has the meaning given to it in paragraph (a) of Clause 9.3 (Payment of interest).
"Interest Period" means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.4 (Default interest).
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"Interpolated Historic Term SOFR" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:
"Interpolated Term SOFR" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:
"Inventory of Hazardous Materials" means, in relation to a Ship, an inventory certificate or statement of compliance (as applicable) issued by the relevant classification society or shipyard authority which is supplemented by a list of any and all materials known to be potentially hazardous utilised in the construction of, or otherwise installed on, that Ship, pursuant to the requirements of the EU Ship Recycling Regulation.
"ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.
"ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.
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"ISSC" means an International Ship Security Certificate issued under the ISPS Code.
"Lender" means:
which in each case has not ceased to be a Party as such in accordance with this Agreement.
"LMA" means the Loan Market Association or any successor organisation.
"Loan" means the aggregate amount of Advances to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a "part of the Loan" means an Advance, or any other part of the Loan as the context may require.
"Lookback Period" means the number of days specified as such in the Reference Rate Terms.
"Major Casualty" means, in relation to a Ship, any casualty to that Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the equivalent in any other currency.
"Majority Lenders" means:
"Management Agreement" means the agreement entered into between a Borrower and an Approved Manager regarding the commercial and/or technical management of a Ship.
"Manager's Undertaking" means, in relation to a Ship, the letter of undertaking from its Approved Manager subordinating the rights of such Approved Manager against that Ship and the relevant Borrower to the rights of the Finance Parties in agreed form.
"Margin" means the percentage rate per annum specified as such in the Reference Rate Terms.
"Market Disruption Rate" means:
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"Market Value" means, in relation to a Ship or any other vessel, at any date, the market value of that Ship or vessel determined in accordance with paragraph (a) of Clause 25.7 (Provision of valuations) and, prepared:
"Material Adverse Effect" means a material adverse effect on:
"Minimum Liquidity" has the meaning given to it in Clause 26.5 (Minimum Liquidity).
"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:
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The above rules will only apply to the last Month of any period.
"Mortgage" means, in relation to a Ship, a first preferred or, as the case may be, priority ship mortgage on that Ship in agreed form or any replacement first preferred or first priority ship mortgage on that Ship under the laws of an Approved Flag in agreed form.
"Obligor" means a Borrower or a Hedge Guarantor.
"Original Financial Statements" means the annual audited consolidated financial statements of the Group for its financial year ended 31 December 2023.
"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.
"Overseas Regulations" means the Overseas Companies Regulations 2009 (SI 2009/1801).
"Parallel Debt" means any amount which an Obligor owes to the Security Agent under Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) or under that clause as incorporated by reference or in full in any other Finance Document.
"Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
"Party" means a party to this Agreement.
"Permitted Charter" means, in relation to a Ship:
and any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders which authorisation no Lender shall unreasonably withhold.
"Permitted Financial Indebtedness" means:
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"Permitted Security" means:
provided such lien does not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps and for the payment of which adequate reserves are held and provided further that such proceedings do not give rise to a material risk of the relevant Ship or any interest in it being seized, sold, forfeited or lost).
"Poseidon Principles" means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios originally published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time.
"Potential Event of Default" means any event or circumstance specified in Clause 27 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.
"Protected Party" has the meaning given to it in Clause 13.1 (Definitions).
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"Quotation Day" means, in relation to any period for which an interest rate is to be determined, two Additional Business Days before the first day of that period unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Facility Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).
"Quoted Tenor" means any period for which Term SOFR is customarily displayed on the relevant page or screen of an information service.
"Rate Switch Date" has the meaning given to it in Clause 8.1 (Optional Switch to Term Reference Rate).
"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.
"Reduction Date" means each date by which the Facility must be reduced set out in paragraph (a) of Clause 6.2 (Reduction of the Facility).
"Reduction Instalment" means each instalment for reduction of the Advances under the Facility referred to in paragraph (a) of Clause 6.2 (Reduction of the Facility), including each balloon instalment.
"Reference Rate Supplement" means a document which:
"Reference Rate Terms" means the terms set out in Schedule 8 (Reference Rate Terms) or in any Reference Rate Supplement.
"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.
"Release Date" means the date on which Tranche A is to be released in accordance with the instructions contained in the relevant Utilisation Request and/or any release letter after the receipt by the Facility Agent of all documents and evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.
"Relevant Amount" has the meaning given to it in Clause 7.5 (Mandatory prepayment on sale, refinancing or Total Loss).
"Relevant Date" has the meaning given to it in Clause 7.5 (Mandatory prepayment on sale, refinancing or Total Loss).
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"Relevant Jurisdiction" means, in relation to a Transaction Obligor:
"Relevant Market" means the market specified as such in the Reference Rate Terms.
"Repeating Representation" means each of the representations set out in Clause 20 (Representations) except Clause 20.10 (Insolvency), Clause 20.11 (No filing or stamp taxes) and Clause 20.12 (Deduction of Tax) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated.
"Reporting Day" means the day (if any) specified as such in the Reference Rate Terms.
"Reporting Time" means the relevant time (if any) specified as such in the Reference Rate Terms.
"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.
"Requisition" means, in relation to a Ship:
"Requisition Compensation" includes all compensation or other moneys payable to a Borrower by reason of any Requisition or any arrest or detention of a Ship in the exercise or purported exercise of any lien or claim.
"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.
"Restricted Finance Party" has the meaning given to it in Clause 20.34 (Sanctions) and Clause 22.21 (Sanctions).
"Restricted Party" means a person:
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"RFR" means the rate specified as such in the Reference Rate Terms.
"RFR Banking Day" means any day specified as such in the Reference Rate Terms.
"Rollover Advance" means one or more Advances:
"Safety Management Certificate" has the meaning given to it in the ISM Code.
"Safety Management System" has the meaning given to it in the ISM Code.
"Sanctioned Ship" means a ship which is the subject of Sanctions.
"Sanctions" means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority.
"Sanctions Authority" means:
"Sanctions List" means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar list maintained by, or public announcement of a Sanctions designation made by, a Sanctions Authority, each as amended, supplemented or substituted from time to time.
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"Secured Liabilities" means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under or in connection with each Finance Document.
"Secured Party" means each Finance Party from time to time party to this Agreement, a Receiver or any Delegate.
"Security" means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.
"Security Assets" means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.
"Security Document" means:
"Security Period" means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.
"Security Property" means:
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except:
"Separate Advance" has the meaning given to it in paragraph (c) of Clause 6.1 (Repayment of Advances).
"Servicing Party" means the Facility Agent or the Security Agent.
"Shareholder" means, in relation to a Borrower, Navios Maritime Operating L.L.C., a limited liability company formed in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
"Shares Security" means, in relation to a Borrower, a document creating Security over the share capital in that Borrower in agreed form.
"Ship" means Ship A, Ship B, Ship C, Ship D, Ship E or Ship F.
"Ship A" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).
"Ship B" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).
"Ship C" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).
"Ship D" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).
"Ship E" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).
"Ship F" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).
"Specified Time" means a day or time determined in accordance with Schedule 7 (Timetables).
"Statement of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.
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"Subsidiary" means that a company (S) is a subsidiary of another company (P) if:
and any company of which S is a subsidiary is a parent company of S.
"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
"Tax Credit" has the meaning given to it in Clause 13.1 (Definitions).
"Tax Deduction" has the meaning given to it in Clause 13.1 (Definitions).
"Tax Payment" has the meaning given to it in Clause 13.1 (Definitions).
"Term Rate Loan" means the Loan, part of the Loan or, if applicable, Unpaid Sum which is, or becomes, a "Term Rate Loan" pursuant to Clause 8 (Rate Switch).
"Term Reference Rate" means, in relation to a Term Rate Loan:
and if, in either case, that rate is less than zero, the Term Reference Rate shall be deemed to be zero.
"Term SOFR" means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).
"Termination Date" means the date falling on the earlier of (i) 31 October 2029 and (ii) the last Reduction Date of the Tranche B Commitment.
"Third Parties Act" has the meaning given to it in Clause 1.5 (Third party rights).
"Total Commitments" means the aggregate of the Commitments, being up to $95,000,000 at the date of this Agreement.
"Total Loss" means, in relation to a Ship:
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"Total Loss Date" means, in relation to the Total Loss of a Ship:
"Tranche" means Tranche A or Tranche B.
"Tranche A" means that part of the Loan made or to be made available to the Borrowers in a principal amount not exceeding the lesser of (i) $45,000,000 and (ii) 62.5 per cent. of the aggregate Initial Market value of Ship A, Ship B and Ship C to enable Borrower A to finance or, as the case may be, refinance the acquisition cost of its Ship and Borrower B and Borrower C to refinance the Existing Indebtedness under the Existing Facility Agreement.
"Tranche A Commitment" means:
to the extent not cancelled, reduced or transferred by it under this Agreement.
"Tranche B" means that part of the Loan made or to be made available to the Borrowers in a principal amount not exceeding the lesser of (i) $50,000,000 and (ii) 62.5 per cent. of the aggregate Initial Market value of Ship D, Ship E and Ship F to enable each of Borrower D,
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Borrower E and Borrower F to finance or, as the case may be, refinance the acquisition cost of its Ship.
"Tranche B Commitment" means:
to the extent not cancelled, reduced or transferred by it under this Agreement.
"Transaction Document" means:
"Transaction Obligor" means an Obligor, the Guarantor, the Shareholder, any Approved Manager who is a member of the Group or any other member of the Group who executes a Transaction Document.
"Transaction Security" means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.
"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrowers.
"Transfer Date" means, in relation to an assignment or a transfer, the later of:
"UK Bail-In Legislation" means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
"UK Establishment" means a UK establishment as defined in the Overseas Regulations.
"Unpaid Sum" means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.
"US" means the United States of America.
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"US Tax Obligor" means:
"Utilisation" means a utilisation of the Facility.
"Utilisation Date" means the date of a Utilisation, being the date on which the relevant Advance is to be made.
"Utilisation Request" means a notice substantially in the form set out in Schedule 3 (Utilisation Request).
"VAT" means:
"Write-down and Conversion Powers" means:
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and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Facility Agent after consultation with the Borrowers.
In this Agreement:
"approved" means, for the purposes of Clause 23 (Insurance Undertakings), approved in writing by the Facility Agent.
"excess risks" means, in respect of a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of that Ship in consequence of its insured value being less than the value at which that Ship is assessed for the purpose of such claims.
"obligatory insurances" means all insurances effected, or which any Borrower is obliged to effect, under Clause 23 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document.
"policy" includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.
"protection and indemnity risks" means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.
"war risks" includes the risk of mines and all risks excluded by clauses 29, 30 or 31 of the International Hull Clauses (1/11/02), clauses 29 or 30 of the International Hull Clauses
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(1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses (Hulls) (1/11/95) or clauses 23, 24 or 25 of the Institute Time Clauses (Hulls) (1/10/83) or any equivalent provision.
References in Clause 1.1 (Definitions) to any Finance Document being in "agreed form" are to that Finance Document:
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SECTION 2
THE FACILITY
Subject to the terms of this Agreement, the Lenders make available to the Borrowers a dollar reducing revolving credit facility in an aggregate amount not exceeding the Total Commitments.
Each Borrower shall apply all amounts borrowed by it under the Facility only for the purposes stated in the preamble (Background) to this Agreement.
No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
The Borrowers may not deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.
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The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if:
If the Majority Lenders, at their discretion, permit an Advance to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrowers shall ensure that that condition is satisfied within five Business Days after the relevant Utilisation Date, the Release Date or such later date as the Facility Agent, acting with the authorisation of the Majority Lenders, may agree in writing with the Borrowers.
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SECTION 3
UTILISATION
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The Commitments which are unutilised at the end of the Availability Period shall then be cancelled.
The Borrowers irrevocably authorise the Facility Agent on the Utilisation Date in relation to Tranche A, to pay to, or for the account of, the Borrowers the amounts which the Facility Agent receives from the Lenders in respect of the Advance. That payment shall be made in like funds as the Facility Agent received from the Lenders in respect of the Advance as follows:
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Payment by the Facility Agent under Clause 5.7 (Disbursement of Advance to third party) to a person other than the Borrowers shall constitute the making of the relevant Advance and the Borrowers shall at that time become indebted, as principal and direct obligors, to each Lender in an amount equal to that Lender's participation in that Advance.
If, in respect of the proposed Advance under Tranche A, the Lenders, at the request of the Borrowers and on terms acceptable to all the Lenders and in their absolute discretion, preposition funds with the Existing Facility Agent, the Borrowers:
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SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION
the amount of the new Advance shall, unless the Borrowers notify the Facility Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Advance so that:
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On the Termination Date, the Borrowers shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.
Unless a contrary indication appears in this Agreement, any part of the Facility which is repaid or prepaid may be reborrowed in accordance with the terms of this Agreement.
If it becomes unlawful or contrary to Sanctions in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in an Advance or the Loan or to determine or charge interest rates based upon Term SOFR, or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:
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"Change of Control" means a change which results in:
The Borrowers may, if they give the Facility Agent not less than 10 Business Days' (or such shorter period as the Majority Lenders may agree) prior indicative notice and five Business Day's (or such shorter period as the Majority Lenders may agree) confirmative and irrevocable notice, cancel the whole or any part (being a minimum amount of $500,000) of an Available
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Facility. Any cancellation under this Clause 7.3 (Voluntary cancellation) shall reduce the Commitments of the Lenders rateably under the Facility pro rata.
"Relevant Amount" means, in relation to a Ship which has been sold, refinanced or become a Total Loss, an amount which after the prepayment to be made pursuant to paragraph (a) of Clause 7.5 (Mandatory prepayment on sale, refinancing or Total Loss) results in the security cover referred to in the ratio set out in 25.1 (Minimum required security cover) being at least equal to the greater of (i) the ratio set out in 25.1 (Minimum required security cover) and (ii) the Relevant Security Cover Ratio which applied immediately prior to the event described in paragraph (a) of Clause 7.5 (Mandatory prepayment on sale, refinancing or Total Loss).
"Relevant Date" means:
"Relevant Security Cover Ratio" means, at any relevant time, the aggregate of:
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expressed as a percentage of the Available Facility.
Any Hedging Prepayment Proceeds arising as a result of any cancellation or reduction of the Available Facility shall be paid to the Security Agent on the date of such cancellation or reduction of the Available Facility and shall be applied on the last day of the next Interest Period for the Loan which ends after such payment, in prepayment of the Loan.
the Borrowers may:
give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loan.
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Any prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality and Sanctions affecting a Lender) or Clause 7.7 (Right of repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender's participation in that part of the Loan.
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SECTION 5
COSTS OF UTILISATION
If the Rate Switch Date falls before the last day of an Interest Period for a Compounded Rate Loan:
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The Facility Agent shall, promptly upon becoming aware of the Rate Switch Date, notify the Borrowers and the Lenders of that occurrence.
The rate of interest on each Term Rate Loan for an Interest Period is the percentage rate per annum which is the aggregate of the applicable:
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This paragraph (a) shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause 11.4 (Cost of funds).
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If:
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Clause 11.4 (Cost of funds) shall apply to that Compounded Rate Loan for that Interest Period.
then Clause 11.4 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.
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to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in the Loan or that part of the Loan.
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The Borrowers shall pay to the Arranger an arrangement fee in the amount and at the times agreed in a Fee Letter.
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SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS
"Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.
"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.
"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.
"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).
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if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or
If an Obligor makes a Tax Payment and the relevant Finance Party determines that:
the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.
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The Obligors shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability which that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
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in each case after the date of this Agreement; or
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which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.
Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:
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that Obligor shall, as an independent obligation, on demand, indemnify each Secured Party to which that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
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The Borrowers shall, on demand by the Facility Agent, pay to the Facility Agent for the account of the relevant Lender, such amount which any Lender certifies in a notice to the Facility Agent to be its good faith determination of the amount necessary to compensate it for complying with:
which, in each case, is referable to that Lender's participation in the Loan.
Each Obligor shall, on demand, indemnify the Facility Agent against:
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The Obligors shall, on demand, pay the Facility Agent, the Security Agent and the Arranger the amount of all costs and expenses (including legal and insurance consultant fees and VAT) reasonably incurred by any Secured Party in connection with the negotiation, preparation, printing, execution, syndication and perfection of:
Subject to Clause 17.4 (Reference rate transition costs), if:
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the Obligors shall, on demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees and VAT) reasonably incurred by each Secured Party in responding to, evaluating, negotiating or complying with that request or requirement.
The Obligors shall, on demand, pay to each Secured Party the amount of all costs and expenses (including legal and insurance consultant fees and VAT) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.
The Borrowers shall on demand reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees and VAT) reasonably incurred by each Secured Party in connection with:
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SECTION 7
JOINT AND SEVERAL LIABILITY OF BORROWERS AND GUARANTEE
All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several.
The liabilities and obligations of a Borrower shall not be impaired by:
Each Borrower declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement and the Finance Documents and no
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Borrower shall, in any circumstances, be construed to be a surety for the obligations of any other Borrower under this Agreement.
Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Borrower will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:
Each Hedge Guarantor irrevocably and unconditionally jointly and severally:
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This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Borrower under the Hedging Agreements, regardless of any intermediate payment or discharge in whole or in part.
If any discharge, release or arrangement (whether in respect of the obligations of any Borrower or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Hedge Guarantor under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) will continue or be reinstated as if the discharge, release or arrangement had not occurred.
The obligations of each Hedge Guarantor under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 19.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:
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Each Hedge Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
Until all amounts which may be or become payable by the Borrowers under or in connection with the Hedging Agreements have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may:
All rights which each Hedge Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, no Hedge Guarantor will exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors):
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If a Hedge Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 34 (Payment Mechanics).
This guarantee and any other Security given by a Hedge Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.
Clauses 19.2 (Continuing guarantee), 19.3 (Reinstatement), 19.4 (Waiver of defences), 19.5 (Immediate recourse), 19.6 (Appropriations), 19.7 (Deferral of Hedge Guarantors' rights) and 19.8 (Additional security) shall apply, with any necessary modifications, to any Security which a Hedge Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.
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SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
Each Obligor makes the representations and warranties set out in this Clause 20 (Representations) to each Finance Party on the date of this Agreement.
The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.
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The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:
All Authorisations required or desirable:
have been obtained or effected and are in full force and effect.
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No:
has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 27.7 (Insolvency) applies to a member of the Group.
Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except:
which registration will be made promptly after the date of the relevant Finance Documents.
It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.
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Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
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It has not (and no other member of the Group has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.
No Ship is subject to any Charter other than a Permitted Charter.
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All Environmental Laws relating to the ownership, operation and management of each Ship and the business of each member of the Group (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.
No Environmental Claim has been made or threatened against any member of the Group or any Ship which might reasonably be expected to have a Material Adverse Effect.
No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.
All requirements of the ISM Code and the ISPS Code as they relate to each Borrower, an Approved Manager and each Ship have been complied with.
No Borrower has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.
No Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.
It has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.
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For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (recast)(the "Regulation"), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated at its address for communication stated in Part A of Schedule 1 (The Parties) and it has no "establishment" (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.
No Obligor has a place of business in any country other than that stated in Part A of Schedule 1 (The Parties) and its head office functions are carried out at the address stated in Part A of Schedule 1 (The Parties).
No Obligor has any employees or any liabilities under any pension scheme.
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No Transaction Obligor is a US Tax Obligor.
None of the Transaction Obligors, nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit attachment prior to judgement, execution or other enforcement).
No Transaction Obligor nor any of their Subsidiaries, directors or officers, or any Affiliate, agent or employee of them, has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction and each Transaction Obligor has instituted and maintain policies and procedures designed to prevent violation of such laws, regulations and rules.
that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.
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The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request and the Release Date and the first day of each Interest Period.
The undertakings in this Clause 21 (Information Undertakings) remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.
The Borrowers procure that the Guarantor shall supply to the Facility Agent in sufficient copies for all the Lenders:
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Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Each Obligor shall, and shall procure that each other Transaction Obligor shall, supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):
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as any Finance Party (through the Facility Agent) may reasonably request; and
obliges a Finance Party (or, in the case of sub-paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself or on behalf of any other Finance Party) or any Lender (for itself or, in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for
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such Finance Party or, in the case of the event described in sub-paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
The undertakings in this Clause 22 (General Undertakings) remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.
Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:
any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of each Ship to enable it to:
Each Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.
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Each Obligor shall, and shall procure that each other Transaction Obligor will:
where failure to do so has or is reasonably likely to have a Material Adverse Effect.
Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly upon becoming aware of the same, inform the Facility Agent in writing of:
where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.
Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly inform the Facility Agent if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Facility Agent regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.
No Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause 20.31 (Centre of main interests
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and establishments) and it will create no "establishment" (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.
Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.
in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
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No Obligor shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.
No Obligor shall incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.
No Borrower shall incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, maintaining and repairing its Ship.
No Borrower shall:
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No Borrower shall following non-compliance by the Guarantor with the financial covenants set out in clause 10 (financial covenants) of the Guarantee or by any Borrower with the undertaking contained in Clause 26.5 (Minimum Liquidity) or the occurrence of an Event of Default which is continuing or where any of the following would result in the occurrence of an Event of Default:
No Obligor shall:
No Obligor shall, and shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:
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The Borrowers shall ensure that neither they nor any of their respective Affiliates, officers, directors, employees or agents acting on its behalf will offer, give, insist on, receive or solicit any illegal payment or improper advantage to influence the action of any person in connection with any of its business.
The Borrowers shall:
The Borrowers shall procure that the Guarantor's shares shall remain listed on the New York Stock Exchange or any other stock exchange acceptable to the Facility Agent.
The Borrowers shall procure that the Guarantor shall not change the end of its or the Group's financial year.
The undertakings in this Clause 23 (Insurance Undertakings) remain in force on and from, in relation to Ship A, Ship B and Ship C, the Release Date of Tranche A and, in relation to Ship D, Ship E and Ship F, the Utilisation Date of the relevant Advance under Tranche B and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.
Each Borrower shall keep the Ship owned by it insured at its expense against:
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Each Borrower shall effect such insurances:
In addition to the terms set out in Clause 23.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory insurances effected by it shall:
and every other named insured has undertaken in writing to the Security Agent (in such form as it requires) that any deductible shall be apportioned between that Borrower and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;
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Each Borrower shall:
Each Borrower shall ensure that the Approved Brokers provide the Security Agent with:
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Each Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship owned by it is entered provide the Security Agent with:
Each Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the Approved Brokers through which the insurances are effected or renewed.
Each Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Facility Agent or the Security Agent.
Each Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.
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No Borrower shall make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.
Each Borrower shall:
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Each Borrower shall provide the Security Agent, at the time of each such communication, with copies of all written communications between that Borrower and:
which relate directly or indirectly to:
Each Borrower shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated person) requests for the purpose of:
and the Borrowers shall, forthwith upon demand, indemnify the Security Agent in respect of all fees and other expenses incurred by or for the account of the Security Agent in connection with any such report as is referred to in paragraph (a) above.
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The undertakings in this Clause 24 (Ship Undertakings) remain in force on and from, in relation to Ship A, Ship B and Ship C, the Release Date of Tranche A and, in relation to Ship D, Ship E and Ship F, the relevant Utilisation Date of the relevant Advance under Tranche B and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.
Each Borrower shall, in respect of the Ship owned by it:
provided that any agreed change of name or flag of a Ship shall be subject to:
Each Borrower shall keep the Ship owned by it in a good and safe condition and state of repair:
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Each Borrower shall, in respect of the Ship owned by it, instruct the relevant Approved Classification Society:
No Borrower shall make any modification or repairs to, or replacement of, any Ship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of that Ship or materially reduce its value.
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Each Borrower shall submit the Ship owned by it regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Facility Agent acting on the instructions of the Majority Lenders, provide the Facility Agent, with copies of all survey reports.
Each Borrower shall, and shall procure that an Approved Manager shall:
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including, but not limited to:
Without limiting paragraph (a) of Clause 24.10 (Compliance with laws etc.), each Borrower shall:
Without limiting Clause 24.10 (Compliance with laws etc.), each Borrower shall procure:
No Borrower shall cause or permit any Ship to enter or trade to any zone which is declared a war zone by any government or by that Ship's war risks insurers or which is otherwise excluded
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from the scope of coverage of the obligatory insurances unless that Borrower has (at its expense) effected any special, additional or modified insurance cover which the insurers require to ensure that that Ship remains properly insured in accordance with the Finance Documents (including, without limitation, any requirement for the payment of additional or extra insurance premia).
Without prejudice to Clause 21.5 (Information: miscellaneous) each Borrower shall, in respect of the Ship owned by it, promptly provide the Facility Agent with any information which it requests regarding:
and, upon the Facility Agent's request, promptly provide copies of any current Charter relating to that Ship, of any current guarantee of any such Charter, the Ship's Safety Management Certificate and any relevant Document of Compliance.
Each Borrower shall, in respect of the Ship owned by it, immediately notify the Facility Agent by fax, confirmed forthwith by letter, of:
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and each Borrower shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent shall require as to that Borrower's, any such Approved Manager's or any other person's response to any of those events or matters.
No Borrower shall, in relation to the Ship owned by it:
Each Borrower shall keep the relevant Mortgage registered against the Ship owned by it as a valid first preferred or, as the case may be, priority mortgage, carry on board that Ship a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the master's cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Borrower to the Security Agent.
No Borrower shall enter into any agreement or arrangement for the pooling or sharing of any Earnings other than (i) any profit sharing agreement with a charterer or an Initial Charterer and (ii) any pool agreement, in either case, on bona fide arm's length terms.
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Each Borrower shall, upon the request of any Lender and at the cost of the Borrowers, on or before 31th July 2025 in each calendar year, supply or procure the supply to the Facility Agent/such Lender of all information necessary in order for any Lender to comply with its obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance, in each case relating to the Ship owned by it for the preceding calendar year provided always that, for the avoidance of doubt, such information shall be "Confidential Information" for the purposes of Clause 45 (Confidential Information) but the Borrowers acknowledge that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the relevant Lender's portfolio climate alignment.
Each Borrower shall procure that the Ship owned by it has, from the next special survey of that Ship, obtained an Inventory of Hazardous Materials, in respect of such Ship which shall be maintained throughout the Security Period.
Each Borrower confirms that as long as it is in a lending relationship with the Lenders, it will ensure that any Ship owned by it or the Guarantor, is recycled at a recycling yard which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 and/or EU Ship Recycling Regulation.
Without prejudice to application of paragraph (b) of Clause 24.16 (Restrictions on chartering, appointment of managers etc.), each Borrower will procure that the Security Agent is provided with a certified copy of any Charter which exceeds or is capable of exceeding 12 months in duration, together with any Charter Guarantee, upon the same being entered into and each Borrower shall forthwith enter into a Charter Assignment in respect of such Charter and any Charter Guarantee.
Each Borrower shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires) that it is complying with this Clause 24 (Ship Undertakings).
Clause 25.2 (Provision of additional security; prepayment) applies if the Facility Agent notifies the Borrowers that:
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is below 125 per cent. of the Loan.
before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.
The net realisable value of any additional security which is provided under Clause 25.2 (Provision of additional security; prepayment) which constitutes a first preferred or first priority mortgage over a vessel shall be the Market Value of the vessel concerned.
Any valuation under this Clause 25 (Security Cover) shall be binding and conclusive as regards each Borrower.
Any prepayment pursuant to Clause 25.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation) and provided that if any such prepayment is applied to all or any part of an Advance, the Commitments shall be reduced by an amount equal to such prepayment.
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No Borrower may, without the prior consent of the Facility Agent, maintain any bank account other than its Earnings Account.
Each Borrower shall ensure that:
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Each Borrower shall promptly:
During the Security Period, a Borrower may withdraw any sum from its Earnings Account, provided that no Event of Default has occurred and is continuing or would occur from such withdrawal.
The Borrowers shall maintain in their Earnings Accounts, on and from the Utilisation Date and at all times thereafter during the Security Period, a credit balance of not less than $500,000 for each Ship subject to a Mortgage (the "Minimum Liquidity").
Each of the events or circumstances set out in this Clause 27 (Events of Default) is an Event of Default except for Clause 27.21 (Acceleration) and Clause 27.22 (Enforcement of security).
A Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:
A breach occurs of Clause 4.4 (Waiver of conditions precedent), clause 10 (financial covenants) of the Guarantee, Clause 20.34 (Sanctions), Clause 22.10 (Title), Clause 22.11 (Negative pledge), Clause 22.20 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 22.21 (Sanctions), Clause 23.2 (Maintenance of obligatory insurances), Clause 23.3 (Terms of obligatory insurances), Clause 23.5 (Renewal of obligatory insurances) Clause 24.12 (Sanctions and Ship trading) or, save to the extent such breach is a failure to pay and therefore subject to Clause 27.2 (Non-payment), Clause 25 (Security Cover).
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Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.
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or any analogous procedure or step is taken in any jurisdiction.
Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of a Transaction Obligor (other than an Approved Manager) having an aggregate value of $2,500,000 (or its equivalent in any other currency or currencies) (other than an arrest or detention of a Ship referred to in Clause 27.14 (Arrest)) and is not discharged within 14 days.
A Borrower is not or ceases to be a 100 per cent. directly or indirectly (but if indirectly only through entities with registered shares) owned Subsidiary of the Guarantor.
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Any Transaction Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.
Any arrest of a Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the relevant Borrower within 45 days of such arrest or detention.
The authority or ability of any Transaction Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Transaction Obligor or any of its assets other than:
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A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.
Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect.
Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.
The termination or, if applicable, the non-renewal of the registration of a Ship, in the name of the Borrower owned by it under an Approved Flag without the prior written consent of the Facility Agent.
On and at any time after the occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders:
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and the Facility Agent may serve notices under sub-paragraphs (i), (ii) or (iii) of paragraph (a) above simultaneously or on different dates and any Servicing Party may take any action referred to in paragraph (b) above or Clause 27.22 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice.
On and at any time after the occurrence of an Event of Default the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 27.21 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.
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SECTION 9
CHANGES TO PARTIES
Subject to this Clause 28 (Changes to the Lenders and Hedge Counterparties), a Lender (the "Existing Lender") may:
under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender").
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then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (g) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.
The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $3,000.
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and any representations or warranties implied by law are excluded.
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The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrowers a copy of that Transfer Certificate or Assignment Agreement.
In addition to the other rights provided to Lenders under this Clause 28 (Changes to the Lenders and Hedge Counterparties), each Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:
except that no such charge, assignment or Security shall:
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No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.
the Security Agent may release the asset(s) being disposed of from any security over those assets created by a Security Document. However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any).
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SECTION 10
THE FINANCE PARTIES
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Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.
Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause 34.5 (Application of receipts; partial payments).
The Facility Agent and the Arranger may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.
as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
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unless such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct.
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Neither the Facility Agent nor the Arranger is responsible or liable for:
The Facility Agent shall not be bound to enquire:
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including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
on behalf of any Finance Party and each Finance Party confirms to the Facility Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or the Arranger.
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unless it has received not less than five Business Days' prior notice from that Lender or Hedge Counterparty to the contrary in accordance with the terms of this Agreement.
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Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Facility Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:
Any amount payable to the Facility Agent under Clause 15.3 (Indemnity to the Facility Agent), Clause 17 (Costs and Expenses) and Clause 30.12 (Lenders' indemnity to the Facility Agent) shall include the cost of utilising the Facility Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrowers and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause 12 (Fees).
If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
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Each Secured Party confirms that each of the Arranger and the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or the Facility Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
Without prejudice to Clause 30.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:
and, in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.
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(whether arising under this Clause 30.21 (Amounts paid in error) or otherwise) which relate to an Erroneous Payment will be affected by any act, omission, matter or thing which, but for this paragraph (b), would reduce, release or prejudice any such obligation or remedy (whether or not known by the Facility Agent or any other Party).
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and the Corresponding Debt of an Obligor shall be decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged,
in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.
The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent.
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the Security Agent shall do so having regard to the interests of all the Secured Parties.
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The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.
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as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
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unless such error or such loss was directly caused by the Security Agent's gross negligence or wilful misconduct.
None of the Security Agent, any Receiver or Delegate is responsible or liable for:
The Security Agent shall not be bound to enquire:
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including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
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on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.
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Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:
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the Borrowers shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (c) below.
Each Secured Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
The Security Agent shall not be liable for any failure to:
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The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.
and the Security Agent shall give prior notice to the Borrowers and the Finance Parties of that appointment.
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The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.
Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction, authority or further confirmation from any other Secured Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.
If the Security Agent, with the approval of the Facility Agent determines that:
then
The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the
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Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.
Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.
All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 31 (The Security Agent), the "Recoveries") shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 31 (The Security Agent)), in the following order of priority:
The Security Agent may, in its discretion:
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Following enforcement of any of the Transaction Security, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment to the Facility Agent for application in accordance with Clause 31.28 (Application of receipts) in respect of:
that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the future.
Prior to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 31.28 (Application of receipts) the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Agent's discretion in accordance with the provisions of Clause 31.28 (Application of receipts).
If any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement.
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In consideration for the covenants given to the Security Agent by each Obligor in relation to Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent agrees with each Obligor to apply all moneys from time to time paid by such Obligor to the Security Agent in accordance with the foregoing provisions of this Clause 31 (The Security Agent).
Without prejudice to Clause 31.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:
and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.
No provision of this Agreement will:
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If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from a Transaction Obligor other than in accordance with Clause 34 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due to it under the Finance Documents then:
The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 34.5 (Application of receipts; partial payments) towards the obligations of that Transaction Obligor to the Sharing Finance Parties.
On a distribution by the Facility Agent under Clause 33.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.
If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:
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SECTION 11
ADMINISTRATION
Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 34.3 (Distributions to a Transaction Obligor) and Clause 34.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or Amsterdam), as specified by that Party or, in the case of an Advance, to such account of such person as may be specified by the Borrowers in a Utilisation Request.
The Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause 35 (Set-Off)) apply any amount received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.
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If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred:
A Finance Party may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
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Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.
The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:
or any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice.
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and, if a particular department or officer is specified as part of its address details provided under Clause 37.2 (Addresses), if addressed to that department or officer.
Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 37.2 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.
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Notwithstanding anything in Clause 1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include any Hedging Agreement entered into by a Borrower with a Hedge Counterparty in connection with the Facility.
In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.
Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
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If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
Any settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional upon no security or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.
If the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purported payment or discharge of an obligation of that Transaction Obligor to a Secured Party under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.
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Subject to Clause 44.4 (Changes to reference rates), an amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates to:
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(except in the case of sub-paragraphs (iii) and (iv) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);
shall not be made, or given, without the prior consent of all the Lenders.
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may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrowers.
may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrowers.
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"Published Rate" means:
"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.
"Replacement Reference Rate" means a reference rate which is:
and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under sub‑paragraph (ii) above;
Without prejudice to the generality of Clauses 1.2 (Construction), 18.2 (Waiver of defences) and 19.4 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which
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any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.
Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 45.2 (Disclosure of Confidential Information) and Clause 45.4 (Disclosure to numbering service providers) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
Any Finance Party may disclose:
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in each case, such Confidential Information as that Finance Party shall consider appropriate if:
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Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.
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to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
This Clause 45 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.
Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.
Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrowers:
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The obligations in this Clause 45 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:
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No Event of Default will occur under Clause 27.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 46 (Confidentiality of Funding Rates)).
Each Finance Document 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 Finance Document.
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SECTION 12
GOVERNING LAW AND ENFORCEMENT
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
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EXECUTION PAGES
BORROWERS
SIGNED by Alexandra Kontaxi |
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/s/ Alexandra Kontaxi |
as attorney-in-fact |
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for and on behalf of |
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ARKOI SHIPPING CORPORATION |
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in the presence of:
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Witness’ signature: |
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/s/ Georgios Panagakis |
Witness’ name: |
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Georgios Panagakis |
Witness’ address: |
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Akti Miaouli 85 |
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Piraeus 185 38 |
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Greece |
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SIGNED by Alexandra Kontaxi |
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/s/ Alexandra Kontaxi |
as attorney-in-fact |
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for and on behalf of |
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JOY SHIPPING CORPORATION |
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in the presence of: |
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Witness’ signature: |
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/s/ Georgios Panagakis |
Witness’ name: |
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Georgios Panagakis |
Witness’ address: |
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Akti Miaouli 85 |
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Piraeus 185 38 |
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Greece
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SIGNED by Alexandra Kontaxi |
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/s/ Alexandra Kontaxi |
as attorney-in-fact |
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for and on behalf of |
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AVERY SHIPPING COMPANY |
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in the presence of: |
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Witness’ signature: |
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/s/ Georgios Panagakis |
Witness’ name: |
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Georgios Panagakis |
Witness’ address: |
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Akti Miaouli 85 |
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Piraeus 185 38 |
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Greece |
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SIGNED by Alexandra Kontaxi |
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/s/ Alexandra Kontaxi |
as attorney-in-fact |
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for and on behalf of |
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ASTYPALAIA SHIPPING CORPORATION |
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in the presence of:
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Witness’ signature: |
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/s/ Georgios Panagakis |
Witness’ name: |
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Georgios Panagakis |
Witness’ address: |
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Akti Miaouli 85 |
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Greece |
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SIGNED by Alexandra Kontaxi |
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/s/ Alexandra Kontaxi |
as attorney-in-fact |
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for and on behalf of |
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KINAROS SHIPPING CORPORATION |
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in the presence of: |
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Witness’ signature: |
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/s/ Georgios Panagakis |
Witness’ name: |
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Georgios Panagakis |
Witness’ address: |
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Akti Miaouli 85 |
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Piraeus 185 38 |
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Greece |
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SIGNED by Alexandra Kontaxi |
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/s/ Alexandra Kontaxi |
as attorney-in-fact |
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for and on behalf of |
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VENETIKO SHIPPING CORPORATION |
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in the presence of:
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Witness’ signature: |
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/s/ Georgios Panagakis |
Witness’ name: |
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Georgios Panagakis |
Witness’ address: |
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Akti Miaouli 85 |
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Greece |
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HEDGE GUARANTORS |
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SIGNED by Alexandra Kontaxi |
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/s/ Alexandra Kontaxi |
as attorney-in-fact |
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for and on behalf of |
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ARKOI SHIPPING CORPORATION |
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in the presence of: |
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Witness’ signature: |
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/s/ Georgios Panagakis |
Witness’ name: |
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Georgios Panagakis |
Witness’ address: |
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Akti Miaouli 85 |
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Piraeus 185 38 |
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Greece |
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SIGNED by Alexandra Kontaxi |
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/s/ Alexandra Kontaxi |
as attorney-in-fact |
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for and on behalf of |
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JOY SHIPPING CORPORATION |
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in the presence of: |
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Witness’ signature: |
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/s/ Georgios Panagakis |
Witness’ name: |
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Georgios Panagakis |
Witness’ address: |
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Akti Miaouli 85 |
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Piraeus 185 38 |
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Greece |
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SIGNED by Alexandra Kontaxi |
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/s/ Alexandra Kontaxi |
as attorney-in-fact |
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for and on behalf of |
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AVERY SHIPPING COMPANY |
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in the presence of: |
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Witness’ signature: |
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/s/ Georgios Panagakis |
Witness’ name: |
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Georgios Panagakis |
Witness’ address: |
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Akti Miaouli 85 |
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Piraeus 185 38 |
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Greece |
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SIGNED by Alexandra Kontaxi |
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/s/ Alexandra Kontaxi |
as attorney-in-fact |
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for and on behalf of |
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ASTYPALAIA SHIPPING CORPORATION |
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in the presence of: |
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Witness’ signature: |
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/s/ Georgios Panagakis |
Witness’ name: |
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Georgios Panagakis |
Witness’ address: |
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Akti Miaouli 85 |
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SIGNED by Alexandra Kontaxi |
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/s/ Alexandra Kontaxi |
as attorney-in-fact |
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for and on behalf of |
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KINAROS SHIPPING CORPORATION |
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in the presence of: |
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Witness’ signature: |
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/s/ Georgios Panagakis |
Witness’ name: |
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Georgios Panagakis |
Witness’ address: |
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Akti Miaouli 85 |
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Piraeus 185 38 |
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Greece |
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SIGNED by Alexandra Kontaxi |
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/s/ Alexandra Kontaxi |
as attorney-in-fact |
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for and on behalf of |
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VENETIKO SHIPPING CORPORATION |
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in the presence of: |
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Witness’ signature: |
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/s/ Georgios Panagakis |
Witness’ name: |
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Georgios Panagakis |
Witness’ address: |
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Akti Miaouli 85 |
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Piraeus 185 38 |
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Greece |
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ORIGINAL LENDERS |
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SIGNED by |
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duly authorised |
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for and on behalf of |
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ABN AMRO BANK N.V. |
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in the presence of: |
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Witness’ signature: |
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Witness’ name: |
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Witness’ address: |
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SIGNED by |
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as attorney-in-fact |
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for and on behalf of |
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KINAROS SHIPPING CORPORATION |
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in the presence of: |
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Witness’ signature: |
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Witness’ name: |
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Witness’ address: |
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SIGNED by |
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as attorney-in-fact |
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for and on behalf of |
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VENETIKO SHIPPING CORPORATION |
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in the presence of: |
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Witness’ signature: |
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Witness’ name: |
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Witness’ address: |
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ORIGINAL LENDERS |
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SIGNED by Charalampos Kazantzis |
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/s/ Charalampos Kazantzis |
duly authorised |
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for and on behalf of |
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ABN AMRO BANK N.V. |
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in the presence of: |
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Witness’ signature: |
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/s/ Aikaterina Dimitriou |
Witness’ name: |
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Aikaterina Dimitriou |
Witness’ address: |
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WATSON FARLEY & WILLIAMS |
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348 SYNGROU AVENUE KALLITHEA 176 74 |
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ATHENS - GREECE |
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HEDGE COUNTERPARTIES |
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SIGNED by Charalampos Kazantzis |
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/s/ Charalampos Kazantzis |
duly authorised |
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for and on behalf of |
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ABN AMRO BANK N.V. |
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in the presence of: |
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Witness’ signature: |
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/s/ Aikaterina Dimitriou |
Witness’ name: |
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Aikaterina Dimitriou |
Witness’ address: |
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WATSON FARLEY & WILLIAMS |
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348 SYNGROU AVENUE KALLITHEA 176 74 |
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ATHENS - GREECE |
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ARRANGER |
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SIGNED by Charalampos Kazantzis |
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/s/ Charalampos Kazantzis |
duly authorised |
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for and on behalf of |
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ABN AMRO BANK N.V. |
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in the presence of: |
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Witness’ signature: |
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/s/ Aikaterina Dimitriou |
Witness’ name: |
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Aikaterina Dimitriou |
Witness’ address: |
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WATSON FARLEY & WILLIAMS |
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348 SYNGROU AVENUE |
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KALLITHEA 176 74 |
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ATHENS - GREECE |
FACILITY AGENT |
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SIGNED by Charalampos Kazantzis |
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/s/ Charalampos Kazantzis |
duly authorised |
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for and on behalf of |
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ABN AMRO BANK N.V. |
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in the presence of: |
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Witness’ signature: |
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/s/ Aikaterina Dimitriou |
Witness’ name: |
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Aikaterina Dimitriou |
Witness’ address: |
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WATSON FARLEY & WILLIAMS |
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348 SYNGROU AVENUE |
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KALLITHEA 176 74 |
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ATHENS - GREECE |
SECURITY AGENT |
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SIGNED by Charalampos Kazantzis |
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/s/ Charalampos Kazantzis |
duly authorised |
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for and on behalf of |
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ABN AMRO BANK N.V. |
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in the presence of: |
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Witness’ signature: |
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/s/ Aikaterina Dimitriou |
Witness’ name: |
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Aikaterina Dimitriou |
Witness’ address: |
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WATSON FARLEY & WILLIAMS |
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348 SYNGROU AVENUE |
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KALLITHEA 176 74 |
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ATHENS - GREECE |
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