Date 27 June 2012 ROSETTA NAVIGATION CORP. LIMITED and TRITON SHIPPING LIMITED as joint and several Borrowers -and- THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders -and- ABN AMRO BANK N.V. as Agent, Underwriter, Swap Bank and...Loan Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
INDEX Clause Page 1 INTERPRETATION 1 2 FACILITY 16 3 POSITION OF THE LENDERS, THE AND SWAP BANK AND THE MAJORITY LENDERS 17 4 DRAWDOWN 18 5 INTEREST 19 6 INTEREST PERIODS 21 7 DEFAULT INTEREST 21 8 REPAYMENT AND PREPAYMENT 23 9 CONDITIONS PRECEDENT 24 10 REPRESENTATIONS AND WARRANTIES 25 11 GENERAL UNDERTAKINGS 28 12 CORPORATE UNDERTAKINGS 31 13 INSURANCE 32 14 SHIP COVENANTS 37 15 SECURITY COVER 41 16 PAYMENTS AND CALCULATIONS 42 17 APPLICATION OF RECEIPTS 44 18 APPLICATION OF EARNINGS; SWAP PAYMENTS 45 19 EVENTS OF DEFAULT 46 20 FEES AND EXPENSES 51 21 INDEMNITIES 52 22 NO SET-OFF OR TAX DEDUCTION 54 23 ILLEGALITY, ETC 55 24 INCREASED COSTS 55 25 SET-OFF 57 26 TRANSFERS AND CHANGES IN LENDING OFFICES 57 27 VARIATIONS AND WAIVERS 61
ALLSEAS MARINE S.A. MANAGEMENT AGREEMENT VESSEL: M.V. OOCL HONG KONGManagement Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
This Agreement is made as of the 18th June, 2012 between TRITON SHIPPING LIMITED of Hong Kong (hereinafter called the "Owner") and Allseas Marine S.A. of Liberia, (hereinafter called the "Manager").
POLYARISTI NAVIGATION CO. EFPLOIAS SHIPPING CO. and AMORITA DEVELOPMENT INC. as joint and several Borrowers - and - BOX SHIPS INC. as Corporate Guarantor -and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule I as Lenders - and - ABN AMRO BANK...Amending and Restating Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 2 2 AGREEMENT OF ALL PARTIES TO THE AMENDMENT OF THE LOAN AGREEMENT AND FINANCE DOCUMENTS 3 3 CONDITIONS PRECEDENT 3 4 REPRESENTATIONS AND WARRANTIES 3 5 AMENDMENT OF LOAN AGREEMENT 3 6 FURTHER ASSURANCES 4 7 EXPENSES 5 8 NOTICES 5 9 SUPPLEMENTAL 5 10 LAW AND JURISDICTION 5
Date 27 June 2012 BOX SHIPS INC. as Guarantor — and — ABN AMRO BANK N.V. as Security Trustee GUARANTEE relating to a Loan Agreement dated 27 June 2012Guarantee • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 1 2 GUARANTEE 3 3 LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR 3 4 EXPENSES 3 5 ADJUSTMENT OF TRANSACTIONS 3 6 PAYMENTS 4 7 INTEREST 4 8 SUBORDINATION 4 9 ENFORCEMENT 4 10 REPRESENTATIONS AND WARRANTIES 5 11 UNDERTAKINGS 6 12 CORPORATE UNDERTAKINGS 7 13 JUDGMENTS AND CURRENCY INDEMNITY 8 14 SET-OFF 9 15 SUPPLEMENTAL 9 16 ASSIGNMENT 10 17 NOTICES 10 18 INVALIDITY OF LOAN AGREEMENT 10 19 INCORPORATION OF LOAN AGREEMENT PROVISIONS 11 20 GOVERNING LAW AND JURISDICTION 11 EXECUTION PAGE 13 SCHEDULE FORM OF COMPLIANCE CERTIFICATE 14
FIRST SUPPLEMENTAL LETTERLoan Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
To: Box Ships Inc. Trust Company Complex Ajeltake Road Ajeltake Island Majuro MH96960 Marshall Islands From: Credit Suisse AG St Alban-Graben 1-3 P.O.Box CH-4002 Basel Switzerland
REGISTRATION RIGHTS AGREEMENT Dated June 12, 2012 by and among BOX SHIPS INC. and NEIGE INTERNATIONAL INC.Registration Rights Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
This Registration Rights Agreement (this "Agreement") is made and entered into on June 12, 2012, by and among Box Ships Inc., a Marshall Islands corporation (the "Company") and Neige International Inc., a Marshall Islands corporation (the "Purchaser"), which has agreed, pursuant to the Share Purchase Agreement (defined below), to purchase one million three hundred thirty-three thousand three hundred thirty-three (1,333,333) shares of the Company's 9.75% Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, (the "Shares") and warrants to purchase one million three hundred thirty-three thousand three hundred thirty-three (1,333,333) shares of the Company's common stock, par value $0.01 per share (the "Warrants") (such shares of common stock, par value $0.01 per share (the "Common Shares") issuable upon exercise of the Warrants, the "Warrant Shares") expiring on June 30, 2017. Such transaction described in the preceding sentence is referred to herein as the
ADDENDUM No. 2 to the Management Agreement dated 13/07/2011 and any addenda thereto (the "Management Agreement") Between LAWRY SHIPPING LTD. of Marshall Islands (as Owner) And ALLSEAS MARINE S.A. of Liberia (as Manager) In respect of the management of...Management Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Management Agreement, it is this, 18th day of September 2012, mutually agreed between the Owner and the Manager that a clause 8.05 shall be added to read as follows:
ADDENDUM No. 2 to the Management Agreement dated 16/05/2011 and any addenda thereto (the "Management Agreement") Between POLYARISTI NAVIGATION CO. of Liberia (as Owner) And ALLSEAS MARINE S.A. of Liberia (as Manager) In respect of the management of...Management Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Management Agreement, it is this, 18th day of September 2012, mutually agreed between the Owner and the Manager that a clause 8.05 shall be added to read as follows:
ACCOUNTING AGREEMENTAccounting Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Box Ships Inc., a Marshall Islands corporation having its registered office at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MI-I 96960 (the "Company- or "Box")
ADDENDUM to the Management Agreement dated 18/06/2012 (the "Management Agreement") Between TRITION SHIPPING LIMITED of Hong Kong (as Owner) And ALLSEAS MARINE S.A. of Liberia (as Manager) In respect of the management of the Vessel OOCL HONG KONG (the...Management Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Management Agreement, it is this, 18th day of September 2012, mutually agreed between the Owner and the Manager that in the event that the Management Agreement is terminated in accordance with Clause 12.05, then the provisions of the Compensation Agreement between the Manager and Box Ships Inc. dated 12/09/2012, copy of which is attached hereto as Exhibit A, forming an integral part of this Agreement, or any renewal thereof shall be applied."
ADDENDUM No. 1 to the Executive Services Agreement dated 19/04/2011 (the "Agreement") Between BOX SHIPS INC. of Marshall Islands (the "Company") And ALLSEAS MARINE S.A. of Liberia ("Allseas")Executive Services Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Executive Services Agreement, it is this, 19th day of February 2013, mutually agreed between the Company and Allseas that the clause 5 (a) of the Agreement shall be amended to read as follows:
Box Ships Inc.Share Purchase Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
Reference is made to the Share Purchase Agreement, dated June 12, 2012, between Box Ships Inc., a Marshall Islands corporation (the "Company") and Neige International Inc., a Marshall Islands corporation ("Neige International"), pursuant to which the Company issued and sold to Neige International 1,333,333 units, each unit consisting of one share of the Company's 9.75% Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, having the terms, rights, preferences and privileges set forth in the Statement of Designation of the Rights, Preferences and Privileges filed with the Registrar of Corporations of the Republic of the Marshall Islands as an amendment to the Company's Amended and Restated Articles of Incorporation and attached hereto as Exhibit A (the "Series B Preferred Shares") and one warrant to purchase one share of the Company's common stock, par value $0.01 per share, at a price of $28.875 per unit.
First Amendment Dated July 18, 2012 to the REGISTRATION RIGHTS AGREEMENT Dated June 12, 2012 by and among BOX SHIPS INC. and NEIGE INTERNATIONAL INC.Registration Rights Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
This First Amendment (the "Amendment") to the Registration Rights Agreement dated June 12, 2012 (the "Agreement"), is entered into by and between Box Ships Inc., a Marshall Islands corporation (the "Company") and Neige International Inc., a Marshall Islands corporation (the "Purchaser").
COMPENSATION AGREEMENTCompensation Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
This Compensation Agreement (the -Agreement") is made as of the 12th day of September 2012, by and between Box Ships Inc., a Marshall islands corporation (the "Company" or "Box-), and Allseas Marine S.A., a Liberian corporation ("Allseas").
ADDENDUM No. 2 to the Management Agreement dated 19/05/2011 and any addenda thereto (the "Management Agreement") Between TACITA OCEANWAY CARRIER CO. of Liberia (as Owner) And ALLSEAS MARINE S.A. of Liberia (as Manager) In respect of the management of...Management Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Management Agreement, it is this, 18th day of September 2012, mutually agreed between the Owner and the Manager that a clause 8.05 shall be added to read as follows:
ContractLoan Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
To: Aral Sea Shipping S.A. 80 Broad Street Monrovia Liberia - and - Box Ships Inc. Trust Company Complex Ajeltake Road Ajeltake Island Majuro MH 96960 The Marshall Islands From: UniCredit Bank AG 7 Heraklitou Street 106 73 Athens Greece Dear Sirs 8 February 2013
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
SHARE PURCHASE AGREEMENT (the "Agreement"), dated June 12, 2012, by and between Box Ships Inc., a Marshall Islands corporation (the "Company") and Neige International Inc., a Marshall Islands corporation (the "Purchaser").
ADDENDUM No. 2 to the Management Agreement dated 09/05/2011 and any addenda thereto (the "Management Agreement") Between AMORITA DEVELOPMENT INC. of Liberia (as Owner) And ALLSEAS MARINE S.A. of Liberia (as Manager) In respect of the management of the...Management Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Management Agreement, it is this, 18th day of September 2012, mutually agreed between the Owner and the Manager that a clause 8.05 shall be added to read as follows:
ADDENDUM No. 2 to the Management Agreement dated 16/05/2011 and any addenda thereto (the "Management Agreement") Between EFPLOIAS SHIPPING CO. of Liberia (as Owner) And ALLSEAS MARINE S.A. of Liberia (as Manager) In respect of the management of the...Management Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Management Agreement, it is this, 18th day of September 2012, mutually agreed between the Owner and the Manager that a clause 8.05 shall be added to read as follows:
ADDENDUM No. 2 to the Management Agreement dated 31/05/2011 and any addenda thereto (the "Management Agreement") Between ALAQUA MARINE LIMITED of Liberia (as Owner) And ALLSEAS MARINE S.A. of Liberia (as Manager) In respect of the management of the...Management Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Management Agreement, it is this, 18th day of September 2012, mutually agreed between the Owner and the Manager that a clause 8.05 shall be added to read as follows:
ADDENDUM to the Management Agreement dated 18/06/2012 (the "Management Agreement") Between ROSETTA NAVIGATION CORP. LIMITED of Hong Kong (as Owner) And ALLSEAS MARINE S.A. of Liberia (as Manager) In respect of the management of the Vessel OOCL CHINA...Management Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Management Agreement, it is this, 18th day of September 2012, mutually agreed between the Owner and the Manager that in the event that the Management Agreement is terminated in accordance with Clause 12.05, then the provisions of the Compensation Agreement between the Manager and Box Ships Inc. dated 12/09/2012, copy of which is attached hereto as Exhibit A, forming an integral part of this Agreement, or any renewal thereof shall be applied."
ADDENDUM No. 3 to the Management Agreement dated 12/05/2011 and any addenda thereto (the "Management Agreement") Between ARAL SEA SHIPPING S.A. of Liberia (as Owner) And ALLSEAS MARINE S.A. of Liberia (as Manager) In respect of the management of the...Management Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Management Agreement, it is this, 18th day of September 2012, mutually agreed between the Owner and the Manager that a clause 8.05 shall be added to read as follows:
