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Clause
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Page
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1
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Interpretation
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1
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2
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Guarantee
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2
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3
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Liability as Principal and Independent Debtor
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3
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4
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Expenses
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4
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5
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Adjustment of Transactions
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4
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6
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Payments
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4
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7
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Interest
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5
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8
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Subordination
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5
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9
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Enforcement
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5
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10
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Representations and Warranties
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6
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11
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Undertakings
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9
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12
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Judgments and Currency Indemnity
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13
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13
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Set‑Off
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13
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14
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Supplemental
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14
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15
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Assignment
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15
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16
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Notices
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16
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17
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Invalidity of Leasing Documents
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17
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18
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Incorporation of Bareboat Charter Provisions
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17
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19
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Governing Law and Arbitration
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17
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| (1) |
SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands with registration number 27721 whose
registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands, MH 96960 (the "Guarantor")
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| (2) |
[_________], a company incorporated and existing under the laws of Hong Kong with business registration number [____________] and having its registered office at 6/F, Manulife Place, 348 Kwun Tong Road, Kowloon,
Hong Kong (the "Owner", which expression includes its successors and assigns)
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| (A) |
By a memorandum of agreement dated _________________ 2025 (as amended and supplemented from time to time, the "MOA") and made between (i) [_______] (the "Bareboat Charterer") as seller and (ii) the Owner as buyer, the Bareboat Charterer has agreed to sell and deliver and the Owner has agreed to purchase and accept the legal and beneficial title of the
Vessel pursuant to the terms and conditions contained therein.
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| (B) |
By a bareboat charterparty dated _________________ 2025 (as amended and supplemented from time to time, the "Bareboat Charter") and made between (i) the Bareboat Charterer
as bareboat charterer and (ii) the Owner as owner, the Owner has agreed to bareboat charter the Vessel to the Bareboat Charterer pursuant to the terms and conditions contained therein.
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| (C) |
The Guarantor directly holds 100 per cent. of the issued shares in the Bareboat Charterer.
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| (D) |
It is one of the conditions precedent to the purchase of the Vessel by the Owner from the Bareboat Charterer under the MOA and the subsequent chartering of the Vessel by the Owner to the Bareboat Charterer under
the Bareboat Charter that the Guarantor enters into this Guarantee.
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| (E) |
This Guarantee is the "Guarantee" referred to in the Bareboat Charter.
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| 1 |
INTERPRETATION
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| 1.1 |
Defined expressions
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| 1.2 |
Construction of certain terms
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| 1.3 |
References to "Bareboat Charterer"
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| 1.4 |
Application of construction and interpretation provisions of Bareboat Charter
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| 2 |
GUARANTEE
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| 2.1 |
Guarantee and indemnity
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| (a) |
guarantees the due payment of all amounts payable by the Bareboat Charterer under or in connection with the Leasing Documents (or any of them) to which the Bareboat Charterer is a party;
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| (b) |
guarantees the punctual performance by the Bareboat Charterer of all the Bareboat Charterer's obligations under or in connection with the Leasing Documents (or any of them) to which the Bareboat Charterer is a
party;
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| (c) |
undertakes to pay to the Owner, within three (3) Business Days from the Owner's demand as if it was the principal obligor, any such amount which is not paid by the Bareboat Charterer when due and payable under
or in connection with the Leasing Documents (or any of them), taking into account any grace period for such payment as may be applicable under the terms of the Leasing Documents; and
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| (d) |
undertakes to fully indemnify, as an independent and primary obligation, the Owner within three (3) Business Days from its demand in respect of all documented claims, expenses, liabilities, costs and losses
which are made or brought against or incurred by the Owner as a result of or in connection with any obligation or liability of the Bareboat Charterer under the Leasing Documents to which the Bareboat Charterer is a party and/or any
obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Owner would otherwise have been entitled
to recover under the Leasing Documents to which the Bareboat Charterer is a party.
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| 2.2 |
No limit on number of demands
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| 2.3 |
Guarantee of whole amount
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| 3 |
LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR
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| 3.1 |
Principal and independent debtor
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| 3.2 |
Waiver of rights and defences
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| (a) |
any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;
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| (b) |
any amendment or supplement being made to any Leasing Document;
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| (c) |
any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, any Leasing Document;
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| (d) |
any release or loss (even though negligent) of any right or Security Interest created by any Leasing Document;
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| (e) |
any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security
Interest;
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| (f) |
any Leasing Document being or later becoming void, unenforceable, illegal or invalid or otherwise defective in whole or in part for any reason, including a neglect to register it; or
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| (g) |
any insolvency or similar proceedings.
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| 4 |
EXPENSES
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| 4.1 |
Costs of preservation of rights, enforcement etc.
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| 4.2 |
Fees and expenses payable under Bareboat Charter
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| 5 |
ADJUSTMENT OF TRANSACTIONS
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| 6 |
PAYMENTS
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| 6.1 |
Method of payments
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| (a) |
in immediately available funds;
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| (b) |
to such account as the Owner may from time to time notify to the Guarantor;
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| (c) |
without any form of set‑off, cross‑claim or condition; and
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| (d) |
free and clear of any tax deduction or withholding for or on account of any tax payable under the laws of its Relevant Jurisdictions except a tax deduction or withholding which the Guarantor is required by law
to make.
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| 6.2 |
Grossing-up for taxes
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| 6.3 |
Indemnity and evidence of payment of taxes
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| (a) |
The Guarantor shall fully indemnify the Owner on the Owner's demand in respect of all documented claims, expenses, liabilities and losses incurred by the Owner by reason of any failure of the Guarantor to make
any tax deduction or by reason of any increased payment not being made on the due date for such payment in accordance with Clause 6.2 (Grossing-up for taxes).
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| (b) |
Within thirty (30) days after making tax deduction, the Guarantor shall deliver to the Owner any receipts, certificates or other documentary evidence satisfactory to the Owner that the tax had been paid to the
appropriate taxation authority.
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| 7 |
INTEREST
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| 7.1 |
Accrual of interest
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| 7.2 |
Calculation of interest
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| 7.3 |
Guarantee extends to interest payable under Leasing Documents
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| 8 |
SUBORDINATION
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| 8.1 |
Subordination of rights of Guarantor
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| (a) |
claim, or in a bankruptcy of the Bareboat Charterer or any other Obligor prove for, any amount payable to the Guarantor by the Bareboat Charterer or any other Obligor, whether in respect of this Guarantee or any
other transaction;
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| (b) |
take or enforce any Security Interest for any such amount;
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| (c) |
claim to set-off any such amount against any amount payable by the Guarantor to the Bareboat Charterer or any other Obligor; or
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| (d) |
claim any subrogation or other right in respect of any Leasing Document or any sum received or recovered by the Owner under the Leasing Documents.
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| 9 |
ENFORCEMENT
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| 9.1 |
No requirement to commence proceedings against Bareboat Charterer
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| 9.2 |
Conclusive evidence of certain matters
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| (a) |
any judgment or order of a court in England or any other Relevant Jurisdiction or award of an arbitration in London in connection with any other Leasing Document; and
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| (b) |
any statement or admission of any other Obligors in connection with any Leasing Document,
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| 9.3 |
Suspense account
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| 10 |
REPRESENTATIONS AND WARRANTIES
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| 10.1 |
General
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| 10.2 |
Status
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| (a) |
The Guarantor is duly incorporated and validly existing and in good standing under the laws of the Republic of the Marshall Islands.
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| (b) |
The Guarantor is not a FATCA FFI or a US Tax Obligor.
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| (c) |
The Bareboat Charterer is wholly legally and beneficially owned and controlled by the Guarantor.
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| (d) |
There has been no Change of Control.
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| (e) |
The shares of the Guarantor are trading on the Nasdaq Capital Market.
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| (f) |
The Guarantor is an entity reporting with the Nasdaq Capital Market.
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| 10.3 |
Corporate power
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| (a) |
to execute this Guarantee or any other Leasing Document to which it is a party; and
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| (b) |
to make all the payments contemplated by, and to comply with and perform its obligations under, this Guarantee or any other Leasing Document to which it is a party.
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| 10.4 |
No conflicts
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| (a) |
any law or regulation applicable to it; or
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| (b) |
its constitutional documents; or
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| (c) |
any agreement or instrument binding upon it or constitute a default or termination event (however described) under any such agreement or instrument.
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| 10.5 |
Consents in force
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| 10.6 |
Legal validity
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| 10.7 |
No third party Security Interests
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| (a) |
the Guarantor will have the right to create all the Security Interests which such Security Documents purport to create; and
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| (b) |
no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its
terms, relates.
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| 10.8 |
No withholding taxes
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| 10.9 |
No default
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| 10.10 |
Information
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| 10.11 |
No litigation
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| 10.12 |
Pari passu
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| 10.13 |
Sanction
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| (a) |
Neither the Guarantor, nor any of its respective Affiliates, members, directors, officers, employees or agents, nor (to be best of is knowledge) any Sub-charterer:
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| (i) |
is a Restricted Person;
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| (ii) |
is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Restricted Person;
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| (iii) |
owns or controls a Restricted Person; or
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| (iv) |
has a Restricted Person serving as a director, officer or, to the best of its knowledge, employee.
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| (b) |
The Guarantor and its respective directors, officers, employees and agents and (to the best of its knowledge) any Sub-charterer is in compliance with all Sanctions laws, and none of them have been or are
currently being investigated on compliance with Sanctions, they have not received notice or are aware of any claim, action, suit or proceeding against any of them with respect to Sanctions and they have not taken any action to evade the
application of Sanctions.
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| 10.14 |
Anti-Money Laundering and other Laws
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| (a) |
prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and
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| (b) |
promote and achieve compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws.
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| 10.15 |
No immunity
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| 10.16 |
No insolvency
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| 10.17 |
Provisions of Leasing Documents
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| 10.18 |
No waiver
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| 11 |
UNDERTAKINGS
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| 11.1 |
General
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| 11.2 |
Information provided to be accurate
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| 11.3 |
Provision of financial statements
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| (a) |
as soon as possible, but in no event later than one hundred and eighty (180) days after the end of each financial year of the Guarantor (beginning with the financial year ending 31 December 2024), the audited
consolidated annual financial reports of the Guarantor for that financial year; and
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| (b) |
as soon as possible, but in no event later than ninety (90) days after the end of each half-year of the Guarantor, the unaudited consolidated half-yearly accounts of the Guarantor certified as to their
correctness by a director of the Guarantor.
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| 11.4 |
Form of financial statements
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| (a) |
be prepared in accordance with all applicable laws and generally accepted accounting principles consistently applied;
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| (b) |
give a true and fair view of (in respect of the audited and unaudited accounts) or fairly representing (in the case of the management accounts) the state of affairs of the Guarantor at the date of those accounts
and of their profit for the period to which those accounts relate;
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| (c) |
fully disclose or provide for all significant liabilities of the Guarantor and its subsidiaries; and
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| (d) |
if not in the English language, be accompanied by an English translation duly certified as to its correctness.
|
| 11.5 |
Consents
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| (a) |
for the Guarantor to perform its obligations under this Guarantee and any other Leasing Document to which it is a party; and
|
| (b) |
for the validity or enforceability of this Guarantee and any other Leasing Document to which it is a party,
|
| 11.6 |
Maintenance of Security Interests
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| (a) |
ensure that any Leasing Document to which it is a party validly creates the obligations and the Security Interests which it purports to create; and
|
| (b) |
without limiting the generality of paragraph (a), promptly register, file, record or enrol any Leasing Document to which it is a party with any court or authority in all relevant jurisdictions, pay any stamp
duty, registration or similar tax in all relevant jurisdictions in respect of any Leasing Document to which it is a party, give any notice or take any other step which, is or has become necessary or desirable for any such Leasing Document
to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.
|
| 11.7 |
Notification of default
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| (a) |
any circumstances which could give rise to a breach of any representation or undertaking in the Bareboat Charter, or any Termination Event, relating to Sanctions;
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| (b) |
any Termination Event; or
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| (c) |
any matter which indicates that a Termination Event may have occurred,
|
| 11.8 |
Maintenance of status
|
| 11.9 |
Negative Pledge
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| 11.10 |
Pari passu
|
| 11.11 |
No disposal of assets, change of business
|
| (a) |
shall not make any substantial change to the nature of its business or its corporate structure from that existing at the date of this Guarantee; and
|
| (b) |
shall procure that the Bareboat Charterer will not transfer, lease (other than in relation to the chartering of the Vessel pursuant to the terms of the Bareboat Charter) or otherwise enter into a single
transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.
|
| 11.12 |
No payment of dividend
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| (a) |
at the relevant time no Termination Event has occurred and is continuing; and
|
| (b) |
a Termination Event would not occur as a direct result of such payment or distribution.
|
| 11.13 |
No merger etc.
|
| 11.14 |
Maintenance of ownership of Bareboat Charterer
|
| 11.15 |
Sanctions
|
| 11.16 |
Trading not contrary to Sanctions
|
| (a) |
the Vessel shall not be operated, employed, managed, used by or for the benefit of a Restricted Person;
|
| (b) |
the Vessel shall not be employed in trading with any Restricted Person or in any manner contrary to Sanctions or published boycotts imposed by any of the United Nations, the European Union, the United States of
America, the United Kingdom;
|
| (c) |
notwithstanding any provision of the Bareboat Charter, the Vessel shall not be permitted to call at any port in any Restricted Country or any area or country where trading in such area or country would
constitute or would be reasonably expected to constitute a breach of Sanctions;
|
| (d) |
the Vessel shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances or in any manner which would result in any Obligor,
any Sub-charterer or the Owner becoming a Restricted Person; and
|
| (e) |
that each charterparty in respect of the Vessel shall contain, for the benefit of the Owners, language which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions and
which prohibits trading to any Restricted Country.
|
| 11.17 |
Compliance with Anti-Money Laundering Laws and other Laws.
|
| (a) |
shall, and shall procure that each other Obligor shall, promptly notify the Owner of any non-compliance, by any Obligor or their respective officers, directors, employees, consultants, agents or intermediaries
or (on a best efforts basis) any Sub-charterer, with all laws and regulations relating to Sanctions, Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws as well as provide all information (once available)
in relation to its business and operations which may be relevant for the purposes of ascertaining whether any of the aforesaid parties are in compliance with such laws;
|
| (b) |
shall, and shall procure that each other Obligor shall (including procuring or as the case may be, using all reasonable endeavours to procure the respective officers, directors, employees, consultants, agents
and/or intermediaries of the relevant entity to do the same) or (on a best effort basis) any Sub-charterer shall:
|
| (i) |
comply with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws;
|
| (ii) |
maintain systems, controls, policies and procedures designed to promote and achieve ongoing compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws; and
|
| (iii) |
procure the Bareboat Charterer, not to use, or permit or authorize any person to directly or indirectly use, the Purchase Price for any purpose that would breach any Anti-Money Laundering Laws, Anti-Terrorism
Financing Laws or Business Ethics Laws;
|
| (c) |
procure that the Bareboat Charterer do not lend, invest, contribute or otherwise make available the Purchase Price to or for any other person in a manner which would result in a violation of Anti-Money
Laundering Laws, Anti-Terrorism Financing Laws or Business Ethics Laws.
|
| 12 |
JUDGMENTS AND CURRENCY INDEMNITY
|
| 12.1 |
Judgments relating to Leasing Documents
|
| 12.2 |
Currency indemnity
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| (a) |
making or filing a claim or proof against the Guarantor; or
|
| (b) |
obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings; or
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| 13 |
SET‑OFF
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| 13.1 |
Application of credit balances
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| (a) |
apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Guarantor at any office in any country of either an affiliate of the Owner or the Owner's
financiers in or towards satisfaction of any sum then due from the Guarantor to the Owner under this Guarantee and any other Security Document; and
|
| (b) |
for that purpose:
|
| (i) |
break, or alter the maturity of, all or any part of a deposit of the Guarantor;
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| (ii) |
convert or translate all or any part of a deposit or other credit balance into Dollars; and
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| (iii) |
enter into any other transaction or make any entry with regard to the credit balance which the Owner considers appropriate.
|
| 13.2 |
Existing rights unaffected
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| 14 |
SUPPLEMENTAL
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| 14.1 |
Continuing guarantee
|
| 14.2 |
Rights cumulative, non-exclusive
|
| 14.3 |
No impairment of rights under Guarantee
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| 14.4 |
Severability of provisions
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| 14.5 |
Guarantee not affected by other security
|
| 14.6 |
Applicability of provisions of Guarantee to other Security Interests
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| 14.7 |
Applicability of provisions of Guarantee to other rights
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| 14.8 |
Third party rights
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| 14.9 |
Counterpart
|
| 14.10 |
Immunity
|
| 15 |
ASSIGNMENT
|
| 15.1 |
Assignment or transfer by Guarantor
|
| 15.2 |
Assignment by Owner
|
| 16 |
NOTICES
|
| 16.1 |
Notices
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|
(a)
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to the Owner:
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China Huarong Shipping Financial Leasing Company Limited Room 6006, 6th Floor, No. 15 Second East Zhongshan Road, Shanghai, China, 200002
|
|
Attention:
|
Jones Cao/Annie Tao/Sun Linzi
|
|
Tel:
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+86(0)21 63268756
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Email:
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caojiong@hrflc.com/taobeijuan@hrflc.com/sunlinzi@hrflc.com
|
| (b) | to the Guarantor: |
c/o Seanergy Maritime Holdings Corp.
|
| 154 Vouliagmenis Avenue, 16674 Glyfada, Athens, Greece |
|
Attention:
|
Legal Department
|
|
Email:
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legal@seanergy.gr & finance@seanergy.gr
|
|
Tel:
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+30 213 0181507
|
| 16.2 |
Service of notices
|
| 16.3 |
Validity of demands
|
| (a) |
on the date on which the amount to which it relates is payable by the Bareboat Charterer under a Leasing Document; and
|
| (b) |
at the same time as the service of a notice under clause 43.2 of the Bareboat Charter;
|
| 17 |
INVALIDITY OF LEASING DOCUMENTS
|
| 17.1 |
Invalidity of Leasing Documents
|
| (a) |
any Leasing Document now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of a similar kind or not; or
|
| (b) |
without limiting the scope of paragraph (a), a bankruptcy or insolvency of any Obligor, the introduction of any law or any other matter resulting in any Obligor being discharged from liability under any Leasing
Document, or any Leasing Document ceasing to operate (for example, by interest ceasing to accrue),
|
| 18 |
INCORPORATION OF BAREBOAT CHARTER PROVISIONS
|
| 18.1 |
The following provisions of the Bareboat Charter apply to this Guarantee as if they were expressly incorporated therein with any necessary modifications:
|
| 18.2 |
Clause 18.1 (Incorporation of Bareboat Charter provisions) is without prejudice to the application to this Guarantee of any provision of the Bareboat Charter which, by
its terms, applies or relates to this Guarantee.
|
| 19 |
GOVERNING LAW AND ARBITRATION
|
| 19.1 |
This Guarantee and any non-contractual obligations arising under or in connection with it, shall be governed by and construed in accordance with English law.
|
| 19.2 |
Any dispute arising out of or in connection with this Guarantee, 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") shall be referred to and finally resolved by arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or
re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
|
| 19.3 |
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
|
| 19.4 |
The seat of the arbitration shall be London, England, even where any hearing takes place outside England.
|
| 19.5 |
The reference shall be to three (3) arbitrators. A party wishing to refer a Dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the
other party to appoint its own arbitrator within fourteen (14) calendar days of the date that the notice is delivered to the other party and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints
its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and gives notice that it has done so within the fourteen (14) days specified, the
party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator
shall be binding on both parties as if he had been appointed by agreement.
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| 19.6 |
Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.
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| 19.7 |
Where the reference is to three (3) arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.
|
| 19.8 |
In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims
Procedure current at the time when the arbitration proceedings are commenced.
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| 19.9 |
The language of the arbitration shall be English.
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GUARANTOR
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EXECUTED AS A DEED
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)
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By
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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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as attorney-in-fact
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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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Witness' name:
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Witness' address:
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SIGNED, SEALED and DELIVERED as a DEED
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)
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| by | ) | ||
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as attorney-in-fact
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) | ||
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for [________]
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) | ||
| ) | |||
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under a power of attorney dated ____________________ 2025
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)
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Name:
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in the presence of
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Witness's signature
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Witness's name:
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Witness's address:
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