|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/10/13 Paragon Shipping Inc. F-1/A 8:5.4M Seward & Kissel LLP |
Document/Exhibit Description Pages Size
1: F-1/A Pre-Effective Amendment to Registration Statement HTML 978K
of a Foreign Private Issuer
2: EX-5.1 Opinion re: Legality HTML 17K
3: EX-8.1 Opinion re: Tax Matters HTML 16K
4: EX-10.41 Material Contract HTML 184K
5: EX-10.42 Material Contract HTML 1.66M
6: EX-23.1 Consent of Experts or Counsel HTML 8K
7: EX-23.2 Consent of Experts or Counsel HTML 8K
8: EX-23.3 Consent of Experts or Counsel HTML 8K
|
Index
|
||
|
Clause
|
Page
|
|
|
1
|
Interpretation
|
2
|
|
2
|
Agreement of the Creditor Parties
|
2
|
|
3
|
Conditions Precedent
|
2
|
|
4
|
Representations and Warranties
|
3
|
|
5
|
Amendment and Supplement of Loan Agreement, Master Agreements and Other Finance Documents
|
4
|
|
6
|
Further Assurances
|
5
|
|
7
|
Fees and Expenses
|
6
|
|
8
|
Communications
|
7
|
|
9
|
Supplemental
|
7
|
|
10
|
Law and Jurisdiction
|
7
|
|
Schedule 1 lenders
|
8
|
|
|
Schedule 2 Lead Arrangers and Swap Banks
|
9
|
|
|
Schedule 3 Existing Ships
|
10
|
|
|
Schedule 4 Existing Mortgages
|
11
|
|
|
Execution Page
|
12
|
|
|
Appendix Form of Mortgage Addendum
|
16
|
|
|
(1)
|
PARAGON SHIPPING INC., a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands MH96960 as Borrower (the "Borrower")
|
|
(3)
|
THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 2 as Lead Arrangers (the "Lead Arrangers")
|
|
(5)
|
NORDEA BANK FINLAND PLC, London Branch, acting through its office at City Place House, 55 Basinghall Street, London, EC2V 5NB as Agent (the "Agent")
|
|
(6)
|
NORDEA BANK FINLAND PLC, London Branch, acting through its office at City Place House, 55 Basinghall Street, London, EC2V 5NB as Security Trustee (the "Security Trustee")
|
|
(7)
|
NORDEA BANK FINLAND PLC, London Branch, acting through its office at City Place House, 55 Basinghall Street, London, EC2V 5NB as Bookrunner ("Bookrunner")
|
|
(8)
|
OVATION SERVICES INC. a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, the Marshall Islands MH96960 and CORAL VENTURES INC., WINSELET SHIPPING & TRADING CO. LTD., AMINTA INTERNATIONAL S.A. and ADONIA ENTERPRISES S.A. each being a corporation incorporated on the Republic of Liberia whose registered offices are at 80 Broad Street, Monrovia, Liberia (together the "Guarantors" and each a "Guarantor")
|
|
(A)
|
By a loan agreement dated 5 May 2011 (as amended and supplemented pursuant to a waiver and amendment letter dated 13 January 2012 and a supplemental agreement dated 30 January 2013) and made between (i) the Borrower, (ii) the Lenders, (iii) the Lead Arrangers, (iv) the Swap Banks, (v) the Bookrunner, (vi) the Agent and (vii) the Security Trustee, the Lenders have agreed to make available to the Borrower a facility of (originally) US$89,515,100.
|
|
(B)
|
By guarantees each dated 5 May 2011 each of the Guarantors agreed to guarantee the obligations of the Borrower to the Creditor Parties pursuant to the Loan Agreement, any Master Agreement and any other Finance Document.
|
|
(C)
|
By written notice dated 18 April 2013, the Borrower has, pursuant to Clauses 8.12 and 8.13 of the Loan Agreement, voluntarily cancelled Commitments of US$7,000,000. The amount available for drawing as of the date of this Agreement is US$25,394,427.
|
|
(D)
|
The Borrower and the Security Parties have requested that the Creditor Parties consent to, among other things, amend the repayment schedule in relation to Hull 612.
|
|
(E)
|
This Agreement sets out the terms and conditions on which the Creditor Parties agree, with effect on and from the Effective Date, at the request of the Borrower and the Security Parties, to those matters set out in Clause 2.1 and to the consequential amendment of the Loan Agreement, any Master Agreement and amendment of the other Finance Documents in connection with those matters.
|
|
(a)
|
documents of the kind specified in Schedule 3, Part A, paragraphs 3, 4 and 5 of the Loan Agreement as amended and supplemented by this Agreement notarised as required and updated with appropriate modifications to refer to this Agreement and the Mortgage Addenda and, to the extent these have changed since they were last provided to the Agent, documents of the kind specified in Schedule 3, Part A, paragraph 2 of the Loan Agreement or a certificate confirming that these documents remain in full force and effect and have not been modified or amended in any way since the date of their delivery to the Agent;
|
|
(d)
|
documentary evidence that in the case of each Existing Ship, the relevant Mortgage Addendum has been duly recorded against that Existing Ship as a valid addendum to the relevant Existing Mortgage according to the laws of Liberia;
|
|
(e)
|
evidence that the Agent has received the amendment fee payable under Clause 7.1 and that all other fees and expenses payable pursuant to Clause 7.2 of this Agreement or clause 20 of the Loan Agreement have been paid;
|
|
(f)
|
to the extent required by any change in applicable law and regulation or any changes in the Creditor Parties' own internal guidelines since the date on which the applicable documents and evidence were delivered to the Agent pursuant to clause 9.1(a) and Schedule 3 Part A paragraph 9 of the Loan Agreement, such further documents and evidence as the Agent shall require relating to each Creditor Party's "know your customer" requirements;
|
|
(g)
|
favourable legal opinions from lawyers appointed by the Agent on such matters of Marshall Islands and Liberia law and any further opinions, consents, agreements and documents in connection with this Agreement, the Master Agreements and the Finance Documents which the Agent may reasonably request by notice to the Borrower prior to the Effective Date; and
|
|
(h)
|
that both at the Signing Date and at the Effective Date no Event of Default or Default has occurred.
|
|
(a)
|
The definition of "Mortgage" in Clause 1.1 shall be read and construed so as to include each Mortgage Addendum executed pursuant to this Agreement;
|
|
(c)
|
Clause 4.2(c) of the Loan Agreement shall be amended by adding the following words at the end of the clause:
|
|
(d)
|
Clause 4.2(d) of the Loan Agreement shall be amended by deleting the words " Delivery Date" in sub-clause (A) and replacing this with "Drawdown Date";
|
|
|
(a)
|
The Borrower shall repay each Advance (other in relation to Hull 612) by (i) equal consecutive quarterly instalments each in an amount equal to one sixtieth (1/60th) of the relevant Advance and (ii) the Balloon Amount, as the same may from time to time be reduced in accordance with Clause 8.10 below; and
|
|
|
(b)
|
The Borrower shall repay the Advance in relation to Hull 612 by (i) equal consecutive quarterly instalments each in an amount equal to one fifty-fifth (1/55th) of that Advance and (ii) the Balloon Amount, as the same may from time to time be reduced in accordance with Clause 8.10 below.";
|
|
(g)
|
Schedule 3, Part B, paragraph 3 shall be amended by adding the following words after the words "Delivery Date":
|
|
(h)
|
Schedule 3, Part B, paragraph 5 shall be amended by adding the following words after the words "Delivery Date":
|
|
(i)
|
Schedule 5 of the Loan Agreement shall be amended so that in respect of (i) Hull 612 the Advance Drawdown Amount shall be reduced to $11,992,987 and (ii) Hull 625 the Advance Drawdown Amount shall be reduced to $13,401,440.
|
|
(a)
|
the definition of, and references throughout each of the Finance Documents to, the Loan Agreement, the Master Agreements and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement, the Master Agreements and those Finance Documents as amended or supplemented by this Agreement;
|
|
(b)
|
the definition of, and references throughout each of the Finance Documents to, each Mortgage shall be construed as if the same referred to that Mortgage as amended and supplemented by the relevant Mortgage Addendum (if any);
|
|
(c)
|
in relation to the General Assignments relating to each of the Existing Ships, such General Assignments shall be read and construed as supplementing the relevant Existing Mortgage as amended and supplemented pursuant to relevant the Mortgage Addenda (as the case may be) and references therein to the Mortgage shall be read and construed accordingly;
|
|
(d)
|
by construing references throughout each of the Finance Documents to "this Agreement", "this Deed", "hereunder" and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.
|
|
(b)
|
such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.
|
|
(a)
|
execute and deliver to the Security Trustee (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Security Trustee may, in any particular case, specify;
|
|
(a)
|
validly and effectively to create any Security Interest or right of any kind which the Lender intended should be created by or pursuant to the Loan Agreement or any other Finance Document, each as amended or supplemented by this Agreement, or by the relevant Mortgage Addendum; and
|
|
(a)
|
set out the text of a resolution of the Borrower's or the relevant Guarantor's directors specifically authorising the execution of the document specified by the Security Trustee; and
|
|
(b)
|
state that either the resolution was duly passed at a meeting of the directors validly convened and held throughout which a quorum of directors entitled to vote on the resolution was present or that the resolution has been signed by all the directors and is valid under the Borrower's or the Guarantor's articles of association or other constitutional documents.
|
|
Lender
|
Lending Office
|
|
|
Nordea Bank Finland plc, London Branch
|
City Place House
55 Basinghall Street London
EC2V 5NB
Fax: +44 (0) 20 7726 9188
Attn: Shipping Department
|
|
|
with a copy to
|
Fax: +44(0)207726 9102
Attn: Loan Administration
|
|
|
NIBC Bank N.V.
|
Carnegieplein 4
2517 KJ The Hague
The Netherlands
Fax: +31 (0) 70 342 5577
Attn: Michael de Visser / Frederik de Haas van Dorsser
|
|
|
ITF International Transport Finance Suisse AG
|
Wasserwerkstrasse 12
CH-8006 Zurich Switzerland
Fax: +41 44 3656 213
Attn: Ms Natalja Formuzala
|
|
|
Skandinaviska Enskilda Banken AB (publ)
|
SE-106
40 Stockholm
Sweden
|
|
|
contact for credit matters
|
P.O. Box 1843, Vika
Filipstad Brygge 1
NO-0123 Oslo
Norway
Fax: +47 22 827 131
Attn: Trine von Erpecom / Egil Aarrestad
|
|
Lead Arrangers and Swap Banks
|
Office
|
|
|
Nordea Bank Finland plc, London Branch
|
City Place House
55 Basinghall Street London
EC2V 5NB
Fax: +44 (0) 20 7726 9188
Attn: Shipping Department
|
|
|
Copy fax: +44 (0) 20 7726 9102
Attn: Loan Administration
|
||
|
NIBC Bank N.V.
|
Carnegieplein 4
2517 KJ The Hague
The Netherlands
Fax: +31 (0) 70 342 5577
Attn: Michael de Visser /
Frederik de Haas van Dorsser
|
|
|
Skandinaviska Enskilda Banken AB (publ)
|
SE-106
40 Stockholm
Sweden
|
|
|
contact for credit matters
|
P.O. Box 1843, Vika
Filipstad Brygge 1
NO-0123 Oslo
Norway
Fax: +47 22 827 131
Attn: Trine von Erpecom / Egil Aarrestad
|
|
|
Lead Arranger
|
Office
|
|
|
ITF International Transport Finance Suisse AG
|
Wasserwerkstrasse 12
CH-8006 Zurich
Switzerland
Fax: +41 44 3656 213
Attn: Ms Natalja Formuzala
|
|
Ship
|
Owner
|
||
|
1
|
PROSPEROUS SEAS
|
Coral Ventures Inc.
|
|
|
2
|
PRECIOUS SEAS
|
Winselet Shipping & Trading Co. Ltd
|
|
Mortgage
|
Date
|
||
|
1
|
in respect of PROSPEROUS SEAS
|
4 May 2012 (as amended by
mortgage addendum dated 31
January 2013)
|
|
|
2
|
in respect of PRECIOUS SEAS
|
18 June 2012 (as amended by
mortgage addendum dated 31
January 2013)
|
|
THE BORROWER
|
|||||
|
EXECUTED as a DEED by
|
)
|
||||
|
)
|
/s/ Kulraj Badhesha
|
/s/ Ariane Le Strat
|
|||
|
for and on behalf of
|
)
|
||||
|
PARAGON SHIPPING INC.
|
)
|
Attorney-in-Fact
|
Attorney-in-Fact
|
||
|
in the presence of:
|
)
|
||||
|
/s/ Alice Bushell
|
)
|
||||
|
Trainee Solicitor
London EC2A 2HB
|
)
|
||||
|
THE LENDERS
|
|||||
|
EXECUTED as a DEED by
|
)
|
||||
|
)
|
/s/ Craig Bruce
|
||||
|
for and on behalf of
|
)
|
||||
|
NORDEA BANK FINLAND PLC, London Branch
|
)
|
Attorney-in-Fact
|
|||
|
in the presence of:
|
)
|
||||
|
/s/ Christoforos
|
)
|
||||
|
Christoforos
SOLICITOR
WATSON, FARLEY & WILLIAMS
89 AKTI MIAOULI
PIRAEUS 185 38 - GREECE
|
)
|
||||
|
EXECUTED as a DEED by
|
)
|
||||
|
)
|
/s/ Maurice Wijmans
|
||||
|
for and on behalf of
|
)
|
||||
|
NIBC BANK N.V.
|
)
|
Director
|
Director
|
||
|
in the presence of:
|
)
|
||||
|
/s/ E Annokkee
|
|||||
|
EXECUTED as a DEED by
|
)
|
||||
|
)
|
|||||
|
for and on behalf of
|
)
|
||||
|
ITF INTERNATIONAL TRANSPORT FINANCE
|
)
|
||||
|
SUISSE AG
|
)
|
||||
|
in the presence of:
|
)
|
||||
|
EXECUTED as a DEED by
|
)
|
||||
|
)
|
/s/ Erling Amundsen
|
/s/ Per Olav Bucher-Johannessen
|
|||
|
for and on behalf of
|
)
|
Per Olav Bucher-Johannessen
|
|||
|
SKANDINAVISKA ENSKILA BANKEN AB (PUBL)
|
)
|
||||
|
in the presence of:
|
)
|
||||
|
/s/
|
|||||
|
LEAD ARRANGERS
|
|||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
/s/ Craig Bruce
|
||||
|
for and on behalf of
|
)
|
||||
|
NORDEA BANK FINLAND PLC, London Branch
|
)
|
Attorney-in-Fact
|
|||
|
in the presence of:
|
)
|
||||
|
/s/ Christoforos
|
)
|
||||
|
Christoforos
SOLICITOR
WATSON, FARLEY & WILLIAMS
89 AKTI MIAOULI
PIRAEUS 185 38 - GREECE
|
)
|
||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
/s/ Maurice Wijmans
|
||||
|
for and on behalf of
|
)
|
||||
|
NIBC BANK N.V.
|
)
|
Director
|
Director
|
||
|
in the presence of:
|
)
|
||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
|||||
|
for and on behalf of
|
)
|
||||
|
ITF INTERNATIONAL TRANSPORT FINANCE
|
)
|
||||
|
SUISSE AG
|
)
|
||||
|
in the presence of:
|
)
|
||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
/s/ Erling Amundsen
|
||||
|
for and on behalf of
|
)
|
||||
|
SKANDINAVISKA ENSKILA BANKEN AB (PUBL)
|
)
|
||||
|
in the presence of:
|
)
|
||||
|
/s/
|
|||||
|
SWAPS BANKS
|
|||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
|||||
|
for and on behalf of
|
)
|
||||
|
NORDEA BANK FINLAND PLC, London Branch
|
)
|
||||
|
in the presence of:
|
)
|
||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
|||||
|
)
|
|||||
|
for and on behalf of
|
)
|
||||
|
NIBC BANK N.V.
|
)
|
||||
|
in the presence of:
|
)
|
||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
|||||
|
for and on behalf of
|
)
|
/s/ Per Olav Bucher-Johannessen
|
|||
|
SKANDINAVISKA ENSKILA BANKEN AB (PUBL)
|
)
|
Per Olav Bucher-Johannessen
|
|||
|
in the presence of:
|
)
|
||||
|
/s/
|
|||||
|
BOOKRUNNER
|
|||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
|||||
|
for and on behalf of
|
)
|
/s/ Craig Bruce
|
|||
|
NORDEA BANK FINLAND PLC, London Branch
|
)
|
||||
|
in the presence of:
|
)
|
Attorney-in-Fact
|
|||
|
/s/ Christoforos
|
|||||
|
Christoforos
SOLICITOR
WATSON, FARLEY & WILLIAMS
89 AKTI MIAOULI
PIRAEUS 185 38 - GREECE
|
|||||
|
THE AGENT
|
|||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
|||||
|
for and on behalf of
|
)
|
/s/ Craig Bruce
|
|||
|
NORDEA BANK FINLAND PLC, London Branch
|
)
|
||||
|
in the presence of:
|
)
|
Attorney-in-Fact
|
|||
|
/s/ Christoforos
|
|||||
|
Christoforos
SOLICITOR
WATSON, FARLEY & WILLIAMS
89 AKTI MIAOULI
PIRAEUS 185 38 - GREECE
|
|||||
|
THE SECURITY AGENT
|
|||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
|||||
|
for and on behalf of
|
)
|
/s/ Craig Bruce
|
|||
|
NORDEA BANK FINLAND PLC, London Branch
|
)
|
||||
|
in the presence of:
|
)
|
Attorney-in-Fact
|
|||
|
/s/ Christoforos
|
|||||
|
Christoforos
SOLICITOR
WATSON, FARLEY & WILLIAMS
89 AKTI MIAOULI
PIRAEUS 185 38 - GREECE
|
|||||
|
GURANATORS
|
|||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
|||||
|
for and on behalf of
|
)
|
/s/ Ariane Le Strat
|
|||
|
OVATION SERVICES INC.
|
)
|
||||
|
in the presence of:
|
)
|
Attorney-in-Fact
|
|||
|
/s/ Alice Bushell
|
|||||
|
Trainee Solicitor
|
|||||
|
London EC2A 2HB
|
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
|||||
|
for and on behalf of
|
)
|
/s/ Ariane Le Strat
|
|||
|
CORAL VENTURES INC.
|
)
|
||||
|
in the presence of:
|
)
|
Attorney-in-Fact
|
|||
|
/s/ Alice Bushell
|
|||||
|
Trainee Solicitor
|
|||||
|
London EC2A 2HB
|
|||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
|||||
|
for and on behalf of
|
)
|
/s/ Ariane Le Strat
|
|||
|
WINSELET SHIPPING & TRADING CO. LTD.
|
)
|
||||
|
in the presence of:
|
)
|
Attorney-in-Fact
|
|||
|
/s/ Alice Bushell
|
|||||
|
Trainee Solicitor
|
|||||
|
London EC2A 2HB
|
|||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
|||||
|
for and on behalf of
|
)
|
/s/ Ariane Le Strat
|
|||
|
AMINITA INTERNATIONAL S.A.
|
)
|
||||
|
in the presence of:
|
)
|
Attorney-in-Fact
|
|||
|
/s/ Alice Bushell
|
|||||
|
Trainee Solicitor
|
|||||
|
London EC2A 2HB
|
|||||
|
EXECUTED as a DEED
|
)
|
||||
|
)
|
|||||
|
for and on behalf of
|
)
|
/s/ Ariane Le Strat
|
|||
|
ADONIA ENTERPRISES S.A.
|
)
|
||||
|
in the presence of:
|
)
|
Attorney-in-Fact
|
|||
|
/s/ Alice Bushell
|
|||||
|
Trainee Solicitor
|
|||||
|
London EC2A 2HB
|
|||||