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Extract to table / payoff-letter-request-clearwater.docx
payoff-letter-request-clearwater.docx
Parties
Harkness LLP
LOGISTICS SA
Clearwater Shipping Finance Ltd
Anchor Bay Securities LLC
Halcyon Partners International Ltd
Karidis LLP
Osman LLP
Dates
October 15, 2022
October 7, 2022
October 22, 2022
November 14, 2022
Amounts
$120,000,000
$400,000,000
$190,000,000
$72,000,000
$18,000,000
$1,175,000,000
$365,000,000
Obligations
Accordingly, TSL respectfully requests that the Payoff Letter be prepared and delivered on the basis that the payoff date shall be October 15, 2022 (the "Payoff Date")
TSL requests that Clearwater provide an express confirmation in the Payoff Letter that payment of the Payoff Amount in full, in immediately available funds, on or before the expiry date of the Payoff Letter, shall constitute complete, irrevocable, and unconditional satisfaction and discharge of all obligations, liabilities, and indebtedness of TSL (and any guarantor or security provider) under the Clearwater Facility and all related finance documents, and that no further amounts shall be owing by TSL to Clearwater thereunder following receipt of the Payoff Amount
TSL further requests that the Payoff Letter contain a confirmation by Clearwater that payment of the Payoff Amount in United States Dollars by wire transfer in immediately available funds to the account specified in the wire transfer instructions shall constitute good and valid payment in satisfaction of all obligations under the Clearwater Facility
That no consent, approval, authorization, or waiver of any third party (including, without limitation, any participant, assignee, sub-participant, governmental authority, or other person) is required for the full repayment and termination of the Clearwater Facility and the release and discharge of the Existing Clearwater Security, other than any consents that have been obtained or will be obtained by Clearwater prior to the Payoff Date, and that Clearwater shall be responsible for obtaining any such consents at its own cost and expense
TSL reserves all of its rights, remedies, claims, and defenses under the Clearwater Facility, all related finance documents, and applicable law, and nothing in this letter shall be construed as a waiver, release, or modification of any such right, remedy, claim, or defense
In the event that this request is withdrawn, TSL shall promptly notify Clearwater in writing