Date 19 November 2007 as amended and restated by a First Supplemental Agreement dated 25 February 2009 and a Second Supplemental Agreement dated 24 March 2010 PARAGON SHIPPING INC. as Borrower - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in...Loan Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
THIS LOAN AGREEMENT is made on 19 November 2007 as amended and restated by a First Supplemental Agreement dated 25 February 2009 and as further amended and restated by a Second Supplemental Agreement dated 24 March 2010
PARAGON SHIPPING INC. as Borrower - and - CREDIT SUISSE AG as Lender LOAN AGREEMENT relating to a facility of US$48,000,000 for the acquisition of two 3,400 teu panamax container vessels currently under construction at Blohm & Voss Nordseewerke and...Loan Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 1 2 FACILITY 15 3 DRAWDOWN 15 4 INTEREST 16 5 INTEREST PERIODS 17 6 DEFAULT INTEREST 18 7 REPAYMENT AND PREPAYMENT 19 8 CONDITIONS PRECEDENT 20 9 REPRESENTATIONS AND WARRANTIES 21 10 GENERAL UNDERTAKINGS 23 11 CORPORATE UNDERTAKINGS 26 12 INSURANCE 28 13 SHIP COVENANTS 33 14 SECURITY COVER 37 15 PAYMENTS AND CALCULATIONS 38 16 APPLICATION OF RECEIPTS 39 17 APPLICATION OF EARNINGS 40 18 EVENTS OF DEFAULT 41 19 FEES AND EXPENSES 45 20 INDEMNITIES 46 21 NO SET-OFF OR TAX DEDUCTION 48 22 ILLEGALITY, ETC 49 23 INCREASED COSTS 49 24 SET OFF 50 25 TRANSFERS AND CHANGES IN LENDING OFFICE 51 26 VARIATIONS AND WAIVERS 52
ALLSEAS MARINE S.A. MANAGEMENT AGREEMENT VESSEL: M.V. " "Management Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
This Agreement is made as of the of between , (hereinafter called the "Owner") and Allseas Marine S.A. of Liberia, (hereinafter called the "Manager")
DATED 2010 ERIS SHIPPING S.A. (as Borrower) - and - HSBC BANK plc (as Lender)Loan Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • England and Wales
Page 1 Definitions and Interpretation 2 2 The Loan and its Purpose 12 3 Conditions of Utilisation 12 4 Advance 13 5 Repayment 14 6 Prepayment 14 7 Interest 15 8 Indemnities 19 9 Fees 23 10 Security and Application of Moneys 23 11 Representations 27 12 Undertakings and Covenants 30 13 Events of Default 41 14 Assignment and Sub-Participation 45 15 Set-Off 46 16 Payments 47 17 Notices 48 18 Partial Invalidity 50 19 Remedies and Waivers 50 20 Miscellaneous 50 21 Law and Jurisdiction 51
Private & Confidential Dated 24 March 2010 SECOND SUPPLEMENTAL AGREEMENT relating to a secured credit facility of up to (originally) US$100,000,000 to PARAGON SHIPPING INC. as Borrower provided by THE BANKS AND FINANCIAL INSTITUTIONS listed in...Second Supplemental Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
Clause Page 1 Definitions 2 2 Consent of the Creditor Parties 3 3 Amendments to Principal Agreement 3 4 Representations and warranties 3 5 Conditions 5 6 Relevant Parties' confirmations 5 7 Expenses 6 8 Miscellaneous and notices 7 9 Applicable law 7
SUPPLEMENTAL LETTERParagon Shipping Inc. • March 4th, 2011 • Deep sea foreign transportation of freight • Reading
ALLSEAS MARINE S.A. MANAGEMENT AGREEMENT VESSEL:Management Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
This Agreement is made as of the of between , of , (hereinafter called the "Owner") and Allseas Marine S.A. of Liberia, (hereinafter called the "Manager
Third Supplemental Agreement Date: 29 December 2010Third Supplemental Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
and, with effect on and from the date when the Agent advises the Borrower that it is satisfied that the conditions referred to in paragraphs 5(a) and 5(b) above have been met, the Amount shall be released in accordance with the terms of paragraph 4 above (but subject to the conditions set out in paragraphs 4(a) and 4(b) above).
SUPPLEMENTAL LETTERParagon Shipping Inc. • March 4th, 2011 • Deep sea foreign transportation of freight • Maritime
whereby each of (A) and (B) shall be confirmed by the Borrower by means of the inclusion of the following statement in the Compliance Certificate for the applicable financial quarter: “We confirm we have [received a committed and credit-approved offer of post-delivery financing for each Unfinanced Vessel][signed binding and enforceable loan documentation whereby there is available to us post-delivery financing for each Unfinanced Vessel]”,
Dated 2010 PARAGON SHIPPING INC. as Borrower -and- THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders -and- THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 2 as Swap Banks -and- THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND...Supplemental Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
Clause Page 1 DEFINITIONS 1 2 REPRESENTATIONS AND WARRANTIES 1 3 AGREEMENT OF THE CREDITOR PARTIES 2 4 CONDITIONS 2 5 VARIATIONS TO LOAN AGREEMENT 3 6 CONTINUANCE OF LOAN AGREEMENT AND FINANCE DOCUMENTS 4 7 FEES AND EXPENSES 4 8 NOTICES 5 9 APPLICABLE LAW 5 10 THIRD PARTY RIGHTS 5 EXECUTION PAGES 6 SCHEDULE 1 LENDERS AND COMMITMENTS 8 SCHEDULE 2 SWAP BANKS 9 SCHEDULE 3 FORM OF CONFIRMATION 10
Date April 2010 PARAGON SHIPPING INC. as Borrower - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders - and - HSH NORDBANK AG as Agent and Security Trustee - and - HSH NORDBANK AG as Swap Bank SECOND SUPPLEMENTAL AGREEMENT...Supplemental Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 1 2 AGREEMENT OF THE CREDITOR PARTIES 1 3 CONDITIONS PRECEDENT 1 4 REPRESENTATIONS AND WARRANTIES 1 5 AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS 1 6 FURTHER ASSURANCES 1 7 FEES AND EXPENSES 1 8 COMMUNICATIONS 1 9 SUPPLEMENTAL 1 10 LAW AND JURISDICTION 1 SCHEDULE 1 LENDERS AND CONTRIBUTIONS 1 EXECUTION PAGES 1
Date March 2010 PARAGON SHIPPING INC. as Borrower - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders - and - COMMERZBANK AG as Agent, Arranger and Security Trustee - and - COMMERZBANK AG as Swap BankSupplemental Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
INDEX Clause Page 1 INTERPRETATION 2 2 AGREEMENT OF THE CREDITOR PARTIES 2 3 CONDITIONS PRECEDENT 3 4 REPRESENTATIONS AND WARRANTIES 3 5 AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS 4 6 FURTHER ASSURANCES 10 7 FEES AND EXPENSES 10 8 COMMUNICATIONS 10 9 SUPPLEMENTAL 10 10 LAW AND JURISDICTION 11
Date March 2010 PARAGON SHIPPING INC. as Borrower -and- IMPERATOR I MARITIME COMPANY CANYON I NAVIGATION CORP. as Guarantors -and- THE BANKS AND FINANCIAL INSTITUTIONS listed in the Schedule as Lenders -and- BANK OF SCOTLAND PLC. as Agent, as Mandated...Loan Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 1 2 AGREEMENT OF THE CREDITOR PARTIES 2 3 CONDITIONS PRECEDENT 2 4 REPRESENTATIONS AND WARRANTIES 3 5 AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS 3 6 FURTHER ASSURANCES 4 7 FEES AND EXPENSES 5 8 COMMUNICATIONS 5 9 SUPPLEMENTAL 5 10 LAW AND JURISDICTION 5 SCHEDULE LENDERS 6 EXECUTION PAGES 7 APPENDIX 1 PART A FORM OF AMENDED AND RESTATED LOAN AGREEMENT MARKED TO INDICATE AMENDMENTS TO THE LOAN AGREEMENT 9 APPENDIX 1 PART B FORM OF CLEAN VERSION AMENDED AND RESTATED LOAN AGREEMENT 10 APPENDIX 2 FORM OF MORTGAGE ADDENDUM 11
SUPPLEMENTAL LETTERParagon Shipping Inc. • March 4th, 2011 • Deep sea foreign transportation of freight • Maritime
