| TO: (1) |
FRIEND OCEAN NAVIGATION CO.
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| (2) |
LORD OCEAN NAVIGATION CO.
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| (3) |
SQUIRE OCEAN NAVIGATION CO.
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|
(4)
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SEANERGY MARITIME HOLDINGS CORP.
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| FROM: |
ALPHA BANK S.A.
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| Re: |
a loan agreement dated 9 August, 2021 (the “Principal Agreement”) and made between (1) (i) the First Borrower (ii) the Second Borrower and (iii) the Third Borrower (together hereinafter called the
“Borrowers”), as joint and several borrowers, and (2) ALPHA BANK S.A., of Greece, as lender (the “Lender”)
|
| (A) |
pursuant to the terms and conditions of the Principal Agreement, the Lender agreed, among other things, to make and have made
available to the Borrowers, as borrowers, upon and subject to the terms and conditions therein set forth, a loan facility in the amount of forty four
million one hundred twenty thousand Dollars ($44,120,000), for the purposes referred to therein (the Principal Agreement as hereby amended and/or supplemented and as the same may hereinafter be further amended
and/or supplemented called the “Loan Agreement);
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| (B) |
As of today the principal amount owing by the Borrower to the Lender under the Loan Agreement is United States Dollars Forty Million Nine Hundred
Twenty Thousand (US$ 40,920,000); and
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| (C) |
the Second Borrower requested, and the Lender has provided their consent to (i) the appointment of SEANERGY SHIPMANAGEMENT CORP. of the Republic of the Marshall Islands as the new technical manager of the motor vessel “LORDSHIP” (hereinafter called
the “Vessel”), duly registered in the name of the Second Borrower under and pursuant to the laws of the Republic of Liberia at the Port of
Monrovia under Official No. 17745 and IMO No. 9519066, and (ii) the appointment of V.SHIPS LIMITED, of Cyprus as the new crew manager of the
Vessel (together with SEANERGY SHIPMANAGEMENT CORP., the “New Managers”), and the Lender, relying upon each of the representations and warranties
set out in Clause 2 (Representations and Warranties) hereof, hereby agree to enter into in this letter (“this Letter”) with the Borrowers and the Corporate Guarantor, that the Principal Agreement be amended and/or supplemented in the manner more particularly set
out in Clause 4 (Variations to the Principal Agreement) hereof.
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| 1. |
Acknowledgement of Indebtedness
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| 2. |
Representations and Warranties
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| a. |
the representations and warranties contained in Clause 6 (Representations and Warranties) of the Principal Agreement are true and correct on the date of this
Letter as if all references therein to “this Agreement” were references to the Principal Agreement as amended by this Letter; and
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| b. |
this Letter contains the legal, valid and binding obligations of the Borrowers and the Corporate Guarantor enforceable in accordance with its terms.
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| a. |
a recent certificate of incumbency of each of the Borrowers and the Corporate Guarantor stating the officers and the directors thereof;
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| b. |
such further agreements amendatory or supplemental to the Security Documents duly executed by the relevant parties thereto and/or opinions as requested at the sole discretion of the Lender;
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| c. |
signed letters of undertaking and subordination (and notices of assignment) granted by the New Managers to the Lender in relation to the Vessel;
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| d. |
true copies of the valid technical management agreement and crew management agreements of the Vessel under the New Managers;
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| e. |
true copies of the incorporation documents of the New Managers and documents evidencing its current directors, officers and recent goodstanding status.
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| 4. |
Variations to the Principal Agreement
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| 4.1 |
The Lender and the Borrowers hereby agree that with effect from the Effective Date, the following definitions shall be inserted in Clause 1.2 (Definitions) of
the Principal Agreement:
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| 4.2 |
With effect as from the Effective Date, the definition “Approved Technical Managers” in Clause 1.2 (Definitions) of the
Principal Agreement shall be deleted and replaced by the following:
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| 4.3 |
With effect as from the Effective Date, the definition “Approved Managers” in Clause 1.2 (Definitions) of the Principal
Agreement shall be deleted and replaced by the following:
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| 4.4 |
With effect as from the Effective Date, the definition “Approved Manager’s Undertaking” in Clause 1.2 (Definitions) of
the Principal Agreement shall be deleted and replaced by the following:
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| 4.5 |
With effect as from the Effective Date, the definition “Management Agreement” in Clause 1.2 (Definitions) of the
Principal Agreement shall be deleted and replaced by the following:
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| 4.6 |
With effect from the Effective Date all references in the Principal Agreement to “this Agreement”, “hereunder” and the like and in the Security Documents
to the “Loan Agreement” shall be construed as references to the Principal Agreement as amended and supplemented by this Letter.
|
| 6. |
Notices
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| 7. |
Law and Jurisdiction
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By: /s/ Aikaterini Damianidou
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By: /s/ Chrysanthi Papathanasopoulou
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|
Name: Aikaterini Damianidou
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Name: Chrysanthi Papathanasopoulou
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Title:
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Title:
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For and on behalf of
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For and on behalf of
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FRIEND OCEAN NAVIGATION CO.
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LORD OCEAN NAVIGATION CO.
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By: /s/ Stavros Gyftakis
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By: /s/ Stavros Gyftakis
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Name: Stavros Gyftakis
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Name: Stavros Gyftakis
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Title: Attorney-in-fact
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Title: Attorney-in-fact
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