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Clause
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Page
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1
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Definitions and Interpretation
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1
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2
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Agreement of the Lender
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2
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3
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Conditions Precedent
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3
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4
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Representations
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3
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5
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Amendments to Facility Agreement and other Finance Documents
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3
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6
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Notices
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5
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7
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Counterparts
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5
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8
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Governing Law
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5
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9
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Enforcement
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5
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Schedules
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Schedule 1 Conditions Precedent
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7
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Execution
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Execution Pages
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8
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| (1) |
SEANERGY MARITIME HOLDINGS CORP., a corporation
incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, the Marshall Islands as borrower (the “Borrower”);
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| (2) |
KNIGHT OCEAN NAVIGATION CO., a corporation incorporated and existing under the laws of the Republic of Liberia having its registered office at 80 Broad street, Monrovia, Liberia as
guarantor (the “Guarantor”);
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| (3) |
JELCO DELTA HOLDING CORP., a corporation incorporated
in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, the Marshall Islands as lender (the “Lender”).
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| (A) |
By the Facility Agreement, the Lender agreed to make available to the Borrower a facility of (originally) up to US$12,800,000, of which US$5,900,000 is
outstanding at the date of this Agreement.
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| (B) |
The Borrower has requested that the Lender gives its consent to the release of m.v. “LORDSHIP” and Lord Ocean Navigation Co. as guarantor under the Facility
Agreement, notwithstanding the provisions contained in clause 5 (Prepayment) of the Facility Agreement (the “Request”).
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| (C) |
This Agreement sets out the terms and conditions (including, without limitation, (i) the execution of the Additional Guarantee (as defined hereinbelow) and
(ii) the execution and registration of the Mortgage Addendum (as defined hereinbelow) (if requested by the Lender)) on which the Lender agrees, with effect on and from the Effective Date, to the Request and to the consequential
amendments of the Facility Agreement and the other Finance Documents in connection with those matters.
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| 1 |
DEFINITIONS AND INTERPRETATION
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| 1.1 |
Definitions
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| 1.2 |
Defined expressions
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| 1.3 |
Application of construction and interpretation provisions of Facility Agreement
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| 1.4 |
Designation as a Finance Document
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| 1.5 |
Third party rights
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| 2 |
AGREEMENT OF THE LENDER
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| 2.1 |
Agreement of the Lender
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| (a) |
the Request; and
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| (b) |
the consequential amendments to the Facility Agreement and the other Finance Documents.
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| 2.2 |
Effective Date
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| 3 |
CONDITIONS PRECEDENT
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| (a) |
no Event of Default continuing on the date of this Agreement and the Effective Date or resulting from the occurrence of the Effective Date;
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| (b) |
the Repeating Representations to be made by each Obligor being true on the date of this Agreement and the Effective Date;
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| (c) |
the Lender having received all of the documents and other evidence listed in Schedule 1 (Conditions Precedent) in form and substance satisfactory to the Lender on or before the Effective Date.
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| 4 |
REPRESENTATIONS
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| 4.1 |
Facility Agreement representations
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| 4.2 |
Finance Document representations
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| 5 |
AMENDMENTS TO FACILITY AGREEMENT AND OTHER FINANCE DOCUMENTS
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| 5.1 |
Specific amendments to the Facility Agreement
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| (a) |
by adding the following new definitions in clause 1.1 thereof in the requisite alphabetical order:
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| (b) |
by adding a new sub-paragraph (h) in the definition of “Finance Documents” in clause 1.1 thereof as follows:
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| (c) |
by deleting paragraph (a) of clause 5.3 thereof in its entirety and replacing it with the following new paragraph:
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| (i) |
if the Ship is sold on or before the date on which the sale is completed by delivery of the Ship to the buyer;
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| (ii) |
if the Ship becomes a Total Loss, on the earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the Lender of the proceeds
of insurance relating to such Total Loss;”;
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| (d) |
references to the “Borrower” or an “Owner” in clause 10 (events
of default) thereof shall be construed as if the same also referred to the Additional Guarantor;
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| (e) |
references to the “Owners” throughout the Facility Agreement shall be construed as if the same referred to the Guarantor only;
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| (f) |
references to the “Ships” throughout the Facility Agreement shall be construed as if the same referred to m.v. “KNIGHTSHIP” only;
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| (g) |
the definition of, and references throughout to, each Finance Document shall be construed as if the same referred to that Finance Document as amended and
supplemented by this Agreement; and
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| (h) |
by construing references throughout to “this Agreement” and other like expressions as if the same referred to the Facility Agreement as amended and
supplemented by this Agreement.
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| 5.2 |
Amendments to Finance Documents
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| (a) |
the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be
construed as if the same referred to the Facility Agreement and those Finance Documents as amended and supplemented by this Agreement;
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| (b) |
the definition of, and references throughout each of the Finance Documents to, the Mortgage shall be construed as if the same referred to the Mortgage as
amended and supplemented by the Mortgage Addendum (if and when executed and registered); and
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| (c) |
by construing references throughout each of the Finance Documents to “this Agreement”, “this Deed” and other like expressions as if the same referred to such
Finance Documents as amended and supplemented by this Agreement.
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| 5.3 |
Finance Documents to remain in full force and effect
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| (a) |
the amendments to the Finance Documents contained or referred to in Clause 5.1 (Specific amendments to the Facility Agreement) and Clause 5.2 (Amendments to Finance Documents) and
the Mortgage Addendum (if and when executed and registered); and
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| (b) |
such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.
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| 6 |
NOTICES
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| 7 |
COUNTERPARTS
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| 8 |
GOVERNING LAW
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| 9 |
ENFORCEMENT
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| 9.1 |
Jurisdiction
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| (a) |
The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).
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| (b) |
The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the
contrary.
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| (c) |
This Clause 9.1 (Jurisdiction) is for the benefit of
the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any
number of jurisdictions.
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| 9.2 |
Service of process
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| (a) |
Without prejudice to any other mode of service allowed under any relevant law, each Obligor:
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| (i) |
irrevocably appoints Messrs. E.J.C Album Solicitors, presently of Landmark House, 190 Willifield Way, London, NW11 GY1, England (Attention of Mr. Eduard Album
Fax +44 (0) 20 8457 5558, e-mail: ejca@mitgr.com) as its agent for service of process in relation to any proceedings before the English courts
in connection with any Finance Document; and
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| (ii) |
agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.
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| (b) |
If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of the
other Obligors) must immediately (and in any event within 14 days of such event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint another agent for this purpose.
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| 1 |
Obligors
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| 2 |
Security
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| 2.1 |
If requested by the Lender, a duly executed original of the Mortgage Addendum together with documentary evidence that the Mortgage Addendum has been duly
registered as a valid addendum to the Mortgage in accordance with the laws of the jurisdiction of the Approved Flag.
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| 2.2 |
A duly executed original of this Agreement.
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| 2.3 |
A duly executed original of the Deed of Partial Release.
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| 3 |
Other documents and evidence
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| 3.1 |
A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the
Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this Agreement and the Mortgage Addendum (if and when executed and registered) or for the validity and enforceability of any
Finance Document as amended and supplemented by this Agreement or by the Mortgage Addendum (if and when executed and registered).
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| 3.2 |
Evidence that the agent referred to in Clause 9.2 has accepted its appointment as agent for the service of process under this Agreement.
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BORROWER
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SIGNED byStamatios Tsantanis
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)
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/s/ Stamatios Tsantanis
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duly authorised attorney-in-fact
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)
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for and on behalf of
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)
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SEANERGY MARITIME HOLDINGS CORP.
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)
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in the presence of:
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)
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Witness’ signature:
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)
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Witness’ name: Theodora Mitropetrou
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)
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/s/ Theodora Mitropetrou
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Witness’ address:
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)
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GUARANTOR
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SIGNED by Stamatios Tsantanis
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)
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/s/ Stamatios Tsantanis
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duly authorised attorney-in-fact
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)
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for and on behalf of
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)
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KNIGHT OCEAN NAVIGATION CO.
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)
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in the presence of:
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)
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Witness’ signature:
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)
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Witness’ name: Theodora Mitropetrou
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)
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/s/ Theodora Mitropetrou
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Witness’ address:
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)
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LENDER
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SIGNED byAthina Pteroudi
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)
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/s/ Athina Pteroudi
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and
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)
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duly authorised attorneys-in-fact
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)
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for and on behalf of
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)
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JELCO DELTA HOLDING CORP.
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)
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in the presence of:
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)
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Witness’ signature:
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)
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Witness’ name: Maria Moschopoulou
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)
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/s/ Maria Moschopoulou
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Witness’ address:
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)
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