F-1/A

As filed with the Securities and Exchange Commission on October 16, 2009

Registration No. 333-161961

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SEANERGY MARITIME HOLDINGS CORP.

(Exact name of Registrant as specified in its charter)

Republic of the Marshall Islands	4412	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1-3 Patriarchou Grigoriou

166 74 Glyfada

Athens, Greece

Tel: +30 210 9638461

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Georgios Koutsolioutsos, Chairman of the Board of Directors

Seanergy Maritime Holdings Corp.

1-3 Patriarchou Grigoriou

166 74 Glyfada

Athens, Greece

Tel: +30 210 9638461

(Address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

A. Jeffry Robinson, Esq.

Broad and Cassel

2 South Biscayne Blvd., 21st Floor

Miami, Florida 33131

Office: (305) 373-9400

Fax: (305) 373-9443

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

The Registrant hereby amends this to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, OCTOBER 16, 2009

PRELIMINARY PROSPECTUS

Seanergy Maritime Holdings Corp.

30,000,000 Shares of Common Stock

We are offering 30,000,000 shares of common stock. Our common stock is currently quoted on the NASDAQ Global Market under the symbol “SHIP.” On October 15, 2009, the closing price of our common stock was $3.95 per share.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 11 to read about the risks you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds to us, before expenses	$	$

The underwriters have a 30-day option to purchase up to           additional shares of our common stock from us to cover any over-allotments, if any, at the offering price, less underwriting discounts and commissions.

The underwriters expect to deliver the shares to purchasers on or about          , 2009.

The date of this prospectus is          , 2009

TABLE OF CONTENTS

	Page
ENFORCEABILITY OF CIVIL LIABILITIES		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		31
PER MARKET SHARE INFORMATION		32
USE OF PROCEEDS		33
CAPITALIZATION		34
DILUTION		35
SELECTED FINANCIAL DATA		37
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR SEANERGY MARITIME AND SEANERGY		38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE VESSELS PREVIOUSLY OWNED BY SELLERS		64
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR BET		79
INDEX TO UNAUDITED PRO FORMA SUMMARY FINANCIAL DATA		92
THE INTERNATIONAL DRY BULK SHIPPING INDUSTRY		104
OUR BUSINESS		121
MANAGEMENT		136
PRINCIPAL SHAREHOLDERS		143
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		145
SHARES ELIGIBLE FOR FUTURE SALE		149
DESCRIPTION OF SECURITIES		150
MARSHALL ISLANDS COMPANY CONSIDERATIONS		153
TAXATION		156
UNDERWRITING		166
EXPENSES RELATING TO THIS OFFERING		168
LEGAL MATTERS		168
EXPERTS		168
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS		169
WHERE YOU CAN FIND ADDITIONAL INFORMATION		169
INDEX TO FINANCIAL STATEMENTS		F-1
EX-5.1
EX-8.1
EX-10.21
EX-10.22
EX-10.23
EX-10.24
EX-10.25
EX-23.1
EX-23.2
EX-23.4

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.

We obtained statistical data, market data and other industry data and forecasts used throughout this prospectus from publicly available information. While we believe that the statistical data, industry data, forecasts and market research are reliable, we have not independently verified the data, and we do not make any representation as to the accuracy of the information.

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ENFORCEABILITY OF CIVIL LIABILITIES

Seanergy Maritime Holdings Corp. is a Marshall Islands company and our executive offices are located outside of the United States in Athens, Greece. All of our directors, officers and some of the experts named in this prospectus reside outside the United States. In addition, a substantial portion of our assets and the assets of our directors, officers and experts are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is substantial doubt that the courts of the Marshall Islands or Greece would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.

ii

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements.

We use the term “deadweight tons,” or dwt, in describing the capacity of our dry bulk carriers. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Dry bulk carriers are categorized as Handysize, Handymax/Supramax, Panamax and Capesize. The carrying capacity of a Handysize dry bulk carrier generally ranges from 10,000 to 30,000 dwt and that of a Handymax dry bulk carrier generally ranges from 30,000 to 60,000 dwt. Supramax is a sub-category of the Handymax category and typically has a cargo capacity of between 50,000 and 60,000 dwt. By comparison, the carrying capacity of a Panamax dry bulk carrier generally ranges from 60,000 to 100,000 dwt and the carrying capacity of a Capesize dry bulk carrier is generally 100,000 dwt and above.

References in this prospectus to “Seanergy,” “we,” “us” or “our company” refer to Seanergy Maritime Holdings Corp. and our subsidiaries, but, if the context otherwise requires, may refer only to Seanergy Maritime Holdings Corp. References in this prospectus to “Seanergy Maritime” refer to our predecessor, Seanergy Maritime Corp. References in this prospectus to “BET” refer to Bulk Energy Transport (Holdings) Limited and its wholly owned subsidiaries. We acquired a 50% controlling interest in BET in August 2009 through our right to appoint a majority of the BET board of directors as provided in the shareholders’ agreement.

The Company

We are an international company providing worldwide transportation of dry bulk commodities through our vessel-owning subsidiaries and Bulk Energy Transport (Holdings) Limited, or BET. Our existing fleet consists of one Handysize vessel, one Handymax vessel, two Supramax vessels, three Panamax vessels and four Capesize vessels. Our fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products.

We acquired our initial fleet of six dry bulk carriers on August 28, 2008 from the Restis family, one of our major shareholders. Less than one year later, we expanded our fleet by acquiring a controlling interest in BET. We entered into a shareholders’ agreement with Mineral Transport Holdings, Inc., or Mineral Transport, that allows us, among other things to appoint a majority of the members of the board of directors of BET. As a result, we control BET. BET’s fleet consists of four Capesize vessels and one Panamax vessel. See “Our Business — BET.”

In order to expand our fleet, we have an option to purchase additional vessels from unaffiliated parties. Our exercise of the option is contingent upon the successful completion of this offering. We expect to acquire additional vessels with the proceeds of this offering.

Our acquisitions demonstrate both our ability to successfully grow through acquisition and our strategy to grow quickly and achieve critical mass. By acquiring dry bulk carriers of various sizes, we are also able to serve a variety of needs of a variety of charterers. Finally, by capitalizing on our relationship with the Restis family and its affiliates, which have a long and proven track record in dry bulk shipping, we are able to take advantage of economies of scale. Furthermore, our management team’s experience results in innovative and accretive solutions being achieved thus enhancing shareholder value.

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Our Fleet

We control and operate, through our vessel-owning subsidiaries and BET, 11 dry bulk carriers, including two newly built vessels, that transport a variety of dry bulk commodities. The following table provides summary information about our fleet and its current employment:

					Daily Time
			Year	Terms of Time	Charter
Vessel/Flag	Type	Dwt	Built	Charter Party	Hire Rate
African Oryx/Bahamas	Handysize	24,110	1997	Expiring August 2011	$7,000 plus a 50% profit share calculated on the average spot Time Charter Routes derived from the Baltic Supramax Index
African Zebra/Bahamas	Handymax	38,623	1985	Expiring August 2011	$7,500 plus a 50% profit share calculated on the average spot Time Charter Routes derived from the Baltic Supramax Index
Bremen Max/Isle of Man	Panamax	73,503	1993	Expiring August 2010	$15,500
Hamburg Max/Isle of Man	Panamax	72,338	1994	Expiring September 2010	$15,500
Davakis G./Bahamas(1)	Supramax	54,051	2008
Delos Ranger/Bahamas(1)	Supramax	54,051	2008
BET Commander/Isle of Man(2)	Capesize	149,507	1991	Expiring in October 2009(3)	$22,000
BET Fighter/St. Vincent and the Grenadines(2)	Capesize	173,149	1992	Expiring in September 2011	$25,000
BET Prince/Isle of Man(2)	Capesize	163,554	1995	Expiring in November 2009(3)	$19,000
BET Scouter/Isle of Man(2)	Capesize	171,175	1995	Expiring in October 2011	$26,000
BET Intruder/Isle of Man(2)	Panamax	69,235	1993	Expiring in September 2011	$15,500
Total		1,043,296

(1) The vessels are employed in the spot market.

(2)	Vessels owned by BET.
(3)	We have secured new time charters for each of the BET Commander and BET Prince commencing upon the expiration of the existing time charters at daily charter rates of $24,000 and $25,000, respectively, through December 2011 and January 2012, respectively.

The global dry bulk carrier fleet is divided into four categories based on a vessel’s carrying capacity. These categories are:

•  Capesize.  Capesize vessels have a carrying capacity of 100,000-199,999 dwt. Only the largest ports around the world possess the infrastructure to accommodate vessels of this size. Capesize vessels are primarily used to transport iron ore or coal and, to a much lesser extent, grains, primarily on long-haul routes.

•  Panamax.  Panamax vessels have a carrying capacity of between 60,000 and 100,000 dwt. These vessels are designed to meet the physical restrictions of the Panama Canal locks (hence their name “Panamax” — the largest vessels able to transit the Panama Canal, making them more versatile than larger vessels). These vessels carry coal, grains, and, to a lesser extent, minerals such as bauxite/

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alumina and phosphate rock. As the availability of Capesize vessels has dwindled, Panamaxes have also been used to haul iron ore cargoes.

•  Handymax/Supramax.  Handymax vessels have a carrying capacity of between 30,000 and 60,000 dwt. These vessels operate on a large number of geographically dispersed global trade routes, carrying primarily grains and minor bulks. The standard vessels are usually built with 25-30 ton cargo gear, enabling them to discharge cargo where grabs are required (particularly industrial minerals), and to conduct cargo operations in countries and ports with limited infrastructure. This type of vessel offers good trading flexibility and can therefore be used in a wide variety of bulk and neobulk trades, such as steel products. Supramax are a sub-category of this category typically having a cargo carrying capacity of between 50,000 and 60,000 dwt.

•  Handysize.  Handysize vessels have a carrying capacity of up to 30,000 dwt. These vessels are almost exclusively carrying minor bulk cargo. Increasingly, vessels of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysize vessels are well suited for small ports with length and draft restrictions. Their cargo gear enables them to service ports lacking the infrastructure for cargo loading and unloading.

Management of our Fleet

We currently have two executive officers, Mr. Dale Ploughman, our chief executive officer, and Ms. Christina Anagnostara, our chief financial officer. In addition, we employ Ms. Theodora Mitropetrou, our general counsel, and a support staff of seven employees. In the future, we intend to employ such number of additional shore-based executives and employees as may be necessary to ensure the efficient performance of our activities.

We outsource the commercial brokerage and management of our fleet to companies that are affiliated with members of the Restis family. The commercial brokerage of our initial fleet of six vessels has been contracted out to Safbulk Pty Ltd., or Safbulk Pty, and the commercial brokerage of the BET fleet has been contracted to Safbulk Maritime S.A., or Safbulk Maritime. Safbulk Pty and Safbulk Maritime are sometimes collectively referred to throughout this prospectus as Safbulk. The management of our fleet and the BET fleet has been contracted out to Enterprises Shipping and Trading, S.A., or EST. All three of these entities are controlled by members of the Restis family.

Restis Industry History and Relationship

Safbulk, EST, South African Marine Corporation, S.A., or SAMC, Waterfront, S.A., or Waterfront, the sub-lessor of our executive offices, the sellers of the six initial vessels that Seanergy acquired and certain of our shareholders are affiliates of members of the Restis family. As of October 15, 2009, the total beneficial ownership of the Restis family in us, including shares actually owned, shares issuable upon exercise of warrants exercisable within 60 days and shares governed by the voting agreement described elsewhere in the prospectus, was 81.40%.

The Restis family has been engaged in the international shipping industry for more than 40 years, including the ownership and operation of more than 60 vessels in various segments of the shipping industry, cargo and chartering interests. We believe we will benefit from the extensive industry experience and established relationships of our vessel manager and broker, which are separate businesses controlled by members of the Restis family. We believe that Safbulk has achieved a strong reputation in the international shipping industry for efficiency and reliability that should create new employment opportunities for us with a variety of well known charterers.

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Our Corporate History

Incorporation of Seanergy and Seanergy Maritime

We were incorporated under the laws of the Republic of the Marshall Islands pursuant to the Marshall Islands Business Corporation Act, or the BCA, on January 4, 2008, originally under the name Seanergy Merger Corp., as a wholly owned subsidiary of Seanergy Maritime Corp., a Marshall Islands corporation, or Seanergy Maritime. We changed our name to Seanergy Maritime Holdings Corp. on July 11, 2008.

Seanergy Maritime was incorporated in the Marshall Islands on August 15, 2006 as a blank check company formed to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses in the maritime shipping industry or related industries. Seanergy Maritime, up to the date of the business combination, had not commenced any business operations and was considered a development stage enterprise. Seanergy Maritime is our predecessor. See “— Dissolution and Liquidation.”

Initial Public Offering of Seanergy Maritime

On September 28, 2007, Seanergy Maritime consummated its initial public offering of 23,100,000 units, including 1,100,000 units issued upon the partial exercise of the underwriters’ over-allotment option, with each unit consisting of one share of its common stock and one warrant. Each warrant entitled the holder to purchase one share of Seanergy Maritime common stock at an exercise price of $6.50 per share. The units sold in Seanergy Maritime’s initial public offering were sold at an offering price of $10.00 per unit, generating gross proceeds of $231,000,000. This resulted in a total of $227,071,000 in net proceeds, after deducting certain deferred offering costs that were held in a trust account maintained by Continental Stock Transfer & Trust Company, which we refer to as the Seanergy Maritime Trust Account.

Business Combination

We acquired our initial fleet of six dry bulk carriers from the Restis family for an aggregate purchase price of (i) $367,030,750 in cash, (ii) $28,250,000 (face value) in the form of a convertible promissory note, or the Note, and (iii) up to an aggregate of 4,308,075 shares of our common stock, subject to us meeting an Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, target of $72 million to be earned between October 1, 2008 and September 30, 2009. We believe the earn-out will be achieved. This acquisition was made pursuant to the terms and conditions of a Master Agreement dated May 20, 2008 by and among us, Seanergy Maritime, our former parent, the several sellers parties who are affiliated with members of the Restis family, and the several investors parties who are affiliated with members of the Restis family, and six separate memoranda of agreement, which we collectively refer to as the “MOAs,” between our vessel-owning subsidiaries and each seller, each dated as of May 20, 2008. The acquisition was completed with funds from the Seanergy Maritime Trust Account and with financing provided by Marfin Egnatia Bank S.A. of Greece, or Marfin.

On August 28, 2008, we completed our business combination and took delivery, through our designated nominees (which are wholly owned subsidiaries) of three of the six dry bulk vessels, which included two 2008-built Supramax vessels and one 1997-built Handysize vessel. On that date, we took delivery of the M/V Davakis G, the M/V Delos Ranger and the M/V African Oryx. On September 11, 2008, we took delivery, through our designated nominee, of the fourth vessel, the M/V Bremen Max, a 1993-built Panamax vessel. On September 25, 2008, we took delivery, through our designated nominees, of the final two vessels, the M/V Hamburg Max, a 1994-built Panamax vessel, and the M/V African Zebra, a 1985-built Handymax vessel. The purchase price paid does not include any amounts that would result from the earn-out of the 4,308,075 shares of our common stock.

Dissolution and Liquidation

On August 26, 2008, shareholders of Seanergy Maritime also approved a proposal for the dissolution and liquidation of Seanergy Maritime (the “dissolution and liquidation,” which was originally filed with the SEC

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on June 17, 2008, subsequently amended on July 31, 2008 and supplemented on August 22, 2008). Seanergy Maritime proposed the dissolution and liquidation because following the vessel acquisition, Seanergy Maritime was no longer needed and its elimination is expected to save substantial accounting, legal and compliance costs related to the U.S. federal income tax filings necessary because of Seanergy Maritime’s status as a partnership for U.S. federal income tax purposes.

In connection with the dissolution and liquidation of Seanergy Maritime, on January 27, 2009, Seanergy Maritime filed Articles of Dissolution with the Registrar of Corporations of the Marshall Islands in accordance with Marshall Islands law and distributed to each holder of shares of common stock of Seanergy Maritime one share of our common stock for each share of Seanergy Maritime common stock owned by such shareholders. All outstanding warrants and the underwriter’s unit purchase option of Seanergy Maritime concurrently become our obligations and became exercisable to purchase our common stock. Following the dissolution and liquidation of Seanergy Maritime, our common stock and warrants began trading on the Nasdaq Stock Market on January 28, 2009. For purposes of this prospectus all share data and financial information for the period prior to January 27, 2009 is that of Seanergy Maritime.

Purchase of Controlling Interest in BET

We recently expanded the size of our fleet through the acquisition of a 50% controlling interest in BET from Constellation Bulk Energy Holdings, Inc. BET’s other equity owner is Mineral Transport, which is an affiliate of members of the Restis family, one of our major shareholders. We entered into a shareholders’ agreement with Mineral Transport that allows us, among other things, to appoint a majority of the members of the board of directors of BET. BET’s fleet consists of four Capesize vessels and one Panamax vessel. See “Our Business — BET.”

Executive Offices

Our executive offices are located at 1-3 Patriarchou Grigoriou, 166 74 Glyfada, Athens, Greece and our telephone number is +30-210-963-8461.

Distinguishing Factors and Business Strategy

The international dry bulk shipping industry is highly fragmented and is comprised of approximately 6,300 ocean-going vessels of tonnage size greater than 10,000 dwt which are owned by approximately 1,500 companies. Seanergy competes with other owners of dry bulk carriers, some of which may have a different mix of vessel sizes in their fleet. It has, however, identified the following factors that distinguish it in the dry bulk shipping industry.

•  Extensive Industry Visibility.  Our management and directors have extensive shipping and public company experience as well as relationships in the shipping industry and with charterers in the coal, steel and iron ore industries. We capitalize on these relationships and contacts to gain market intelligence, source sale and purchase opportunities and identify chartering opportunities with leading charterers in these core commodities industries, many of whom consider the reputation of a vessel owner and operator when entering into time charters.

•  Established Customer Relationships.  We believe that our directors and management team have established relationships with leading charterers and a number of chartering, sales and purchase brokerage houses around the world. We believe that our directors and management team have maintained relationships with, and have achieved acceptance by, major national and private industrial users, commodity producers and traders.

•  Experienced and Dedicated Management Team.  We believe that the members of our management team have developed strong industry relationships with leading charterers, shipbuilders, insurance underwriters, protection and indemnity associations and financial institutions. Additionally our management team comes equipped with extensive shipping experience and a track record of taking proactive measures to enhance shareholder value as evidenced by the Company’s financial results, the favorable

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charter agreements it has secured for its fleet, the loan covenant waivers it has received from its lenders and the successful acquisition of a 50% controlling interest in BET.

All of our officers dedicate the necessary amount of time and effort to fulfill their obligations to Seanergy and its shareholders.

•  Highly efficient operations.  We believe that our directors’ and executive officers’ long experience in third-party technical management of dry bulk carriers enable us to maintain cost-efficient operations. We actively monitor and control vessel operating expenses while maintaining the high quality of our fleet through regular inspections, comprehensive planned maintenance systems and preventive maintenance programs and by retaining and training qualified crew members.

•  Balanced Chartering Strategies.  Nine of our vessels are under medium-term charters with terms of 11 to 13 and 22 to 25 months and provide for fixed payments in advance. We believe that these charters will provide us with high fleet utilization and stable revenues. Two of our vessels operate in the spot market. We may in the future pursue other market opportunities for its vessels to capitalize on favorable market conditions, including entering into short-term time and voyage charters, pool arrangements or bareboat charters.

•  Broad Fleet Profile.  We focus on the dry bulk sector including Capesize, Panamax, Handymax/Supramax and Handysize dry bulk carriers. Our board fleet profile enables us to serve our customers in both major and minor bulk trades. Our vessels are able to trade worldwide in a multitude of trade routes carrying a wide range of cargoes for a number of industries. Our dry bulk carriers can carry coal and iron ore for energy and steel production as well as grain and steel products, fertilizers, minerals, forest products, ores, bauxite, alumina, cement and other cargoes. Our fleet includes sister ships. Operating sister and similar ships provides us with operational and scheduling flexibility, efficiencies in employee training and lower inventory and maintenance expenses. We believe that operating sister ships allows us to maintain lower operating costs and streamline its operations.

•  High Quality Fleet.  We believe that our ability to maintain and increase our customer base depends largely on the quality and performance of our fleet. We believe that owning a high quality fleet reduces operating costs, improves safety and provides us with a competitive advantage in obtaining employment for our vessels. We carry out regular inspections and maintenance of our fleet in order to maintain its high quality.

•  Fleet Growth Potential.  We have options to purchase additional vessels from unaffiliated third parties. Furthermore, we intend to acquire additional dry bulk carriers or enter into new contracts through timely and selective acquisitions of vessels in a manner that we determine will be accretive to cash flow. We expect to fund the acquisition of the additional vessels primarily from the proceeds of this offering and any future acquisition of additional vessels using amounts borrowed under our credit facility, future borrowings under other agreements as well as with proceeds from the exercise of the Warrants, if any, or through other sources of debt and equity. However, there can be no assurance that we will be successful in obtaining future funding or that any or all of the Warrants will be exercised.

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The Offering

Common stock offered by us	30,000,000 shares.
Underwriters’ over-allotment option	Up to           shares.
Common stock outstanding after this offering(1)	shares.
Use of proceeds	We estimate that we will receive net proceeds of approximately $      from this offering assuming an offering price of $      per share of common stock, which is the last reported closing price of our common stock on          , 2009, after deducting underwriting discounts and commissions, and offering expenses, and assuming the underwriters’ over-allotment option is not exercised.

We intend to use the proceeds of this offering for the purchase of additional vessels and for general working capital purposes. Each $1.00 increase (decrease) in the assumed public offering price of $      per share would increase (decrease) the net proceeds to us from this offering by $      million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and the estimated expenses payable by us. See “Use of Proceeds.”

NASDAQ Global Market symbols	Common stock — SHIP Warrants — SHIP.W
Risk factors	Investing in our common stock involves substantial risk. You should carefully consider all the information in this prospectus prior to investing in our common stock. In particular, we urge you to consider carefully the factors set forth in the section of this prospectus entitled “Risk Factors” beginning on page 11.

(1) The number of shares of common stock outstanding after this offering is based on 28,947,095 shares of our common stock outstanding on September 9, 2009 and excludes the following:

A. 38,984,667 shares of common stock reserved for issuance upon the exercise of outstanding warrants, which warrants have an exercise price of $6.50 per share and expire on September 24, 2011;

B. 2,000,000 shares of common stock reserved for issuance upon the exercise of the unit purchase option sold to the lead underwriter in the initial public offering of our predecessor, which unit purchase option expires September 24, 2012 as follows:

•  1,000,000 shares of common stock included in the 1,000,000 units issuable upon exercise of the option at an exercise price of $12.50 per unit;

•  1,000,000 shares of common stock issuable for $6.50 per share upon exercise of the warrants underlying the units issuable upon exercise of the option;

C. 4,308,075 shares issuable to certain Restis affiliate shareholders if we achieve certain EBITDA targets (which targets we do expect to achieve); and

D. shares that may be issued pursuant to the underwriters’ over-allotment option.

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Summary Historical Financial Information and Other Data

The following selected historical statement of operations and balance sheet data were derived from the audited financial statements and accompanying notes for the years ended December 31, 2008 and 2007 and for the period from August 15, 2006 (Inception) to December 31, 2006 and the unaudited financial statements and accompanying notes for the three and six months ended June 30, 2009 and 2008, included elsewhere in this prospectus. The information is only a summary and should be read in conjunction with the financial statements and related notes included elsewhere in this prospectus and the sections entitled, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Seanergy Maritime and Seanergy.” The historical data included below and elsewhere in this prospectus is not necessarily indicative of our future performance.

Since our vessel operations began upon the consummation of our business combination on August 28, 2008, we cannot provide a meaningful comparison of our results of operations for the year ended December 31, 2008 to December 31, 2007 or for the three and six months ended June 30, 2009 and June 30, 2008. During the period from our inception to the date of our business combination, we were a development stage enterprise.

All amounts in the tables below are in thousands of U.S. dollars, except for share data, fleet data and average daily results.

																			From
																			Inception
							Six Months												(August 15,
	Three Months Ended						Ended						Years Ended						2006) to
	June 30,						June 30,						December 31,						December 31,
	2009			2008			2009			2008			2008			2007			2006
Statement of Operations Data:
Vessel revenue — related party, net		22,067			—			48,309			—			34,453			—			—
Direct voyage expenses		(292	)		—			(438	)		—			(151	)		—			—
Vessel operating expense		(3,010	)		—			(5,821	)		—			(3,180	)					—
Voyage expenses — related party		(283	)		—			(619	)		—			(440	)		—			—
Management fees — related party		(315	)		—			(617	)		—			(388	)		—			—
General and administration expenses		(1,285	)		(137	)		(2,141	)		(597	)		(1,840	)		(445	)		(5	)
General and administration expenses — related party		(482	)		—			(1,021	)		—			(430	)		—			—
Depreciation		(7,758	)		—			(15,430	)		—			(9,929	)		—			—
Goodwill impairment loss		—			—			—			—			(44,795	)		—			—
Vessels’ impairment loss		—			—			—			—			(4,530	)		—			—
Interest income — money market fund		116			1,057			256			2,612			3,361			1,948			1
Interest and finance costs		(1,354	)		—			(2,819	)		—			(4,077	)		(58	)		—
Foreign currency exchange (losses), net		(56	)		—			(55	)		—			(39	)		—			—
Net income (loss)		7,167			920			19,283			2,015			(31,985	)		1,445			(4	)

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	June 30,		December 31,
	2009		2008		2007		2006
Balance Sheet Data:
Total current assets		48,198		29,814		235,213		376
Vessels, net		330,202		345,622		—		—
Total assets		383,025		378,202		235,213		632
Total current liabilities, including current portion of long-term debt		28,389		32,999		5,995		611
Long-term debt, net of current portion		203,788		213,638		—		—
Total shareholders’ equity		150,848		131,565		148,369		20

Performance Indicators

The figures shown below are non-GAAP statistical ratios used by management to measure performance of our vessels and are not included in financial statements prepared under United States generally accepted accounting principles, or GAAP.

	Three Months Ended			Six Months Ended			Year Ended
	June 30, 2009			June 30, 2009			December 31, 2008
Fleet Data:
Average number of vessels(1)		6.0			6.0			5.5
Ownership days(2)		546			1,086			686
Available days(3)		417			916			686
Operating days(4)		411			909			678
Fleet utilization(5)		75.3	%		83.7	%		98.9	%
Average Daily Results:
Vessel TCE rate(6)		52,292			51,982			49,362
Vessel operating expenses(7)		5,513			5,360			4,636
Management fees(8)		577			568			566
Total vessel operating expenses(9)		6,090			5,928			5,202

(1)	Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the relevant period divided by the number of calendar days in the relevant period.
(2)	Ownership days are the total number of days in a period during which the vessels in a fleet have been owned. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we recorded during a period.
(3)	Available days are the number of ownership days less the aggregate number of days that vessels are off-hire due to major repairs, dry-dockings or special or intermediate surveys. The shipping industry uses available days to measure the number of ownership days in a period during which vessels should be capable of generating revenues. During the three months ended June 30, 2009, we incurred 129 off-hire days for vessel scheduled dry-docking. During the six months ended June 30, 2009, we incurred 170 off-hire days for vessel scheduled dry-docking.
(4)	Operating days are the number of available days in a period less the aggregate number of days that vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.
(5)	Fleet utilization is the percentage of time that our vessels were generating revenue, and is determined by dividing operating days by ownership days for the relevant period.

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(6) Time charter equivalent, or TCE, rates are defined as our time charter revenues less voyage expenses during a period divided by the number of our operating days during the period, which is consistent with industry standards. Voyage expenses include port charges, bunker (fuel oil and diesel oil) expenses, canal charges and commissions.

	Three Months Ended			Six Months Ended			Year Ended
	June 30, 2009			June 30, 2009			December 31, 2008
	(In thousands of US dollars, except operating days)
Net revenues from vessels		22,067			48,309			34,453
Voyage expenses		(292	)		(438	)		(151	)
Voyage expenses — related party		(283	)		(619	)		(440	)
Net operating revenues		21,492			47,252			33,862
Operating days		411			909			686
Time charter equivalent rate		52,292			51,982			49,362

(7) Average daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, are calculated by dividing vessel operating expenses by ownership days for the relevant time periods:

	Three Months Ended		Six Months Ended		Year Ended
	June 30, 2009		June 30, 2009		December 31, 2008
	(In thousands of US dollars, except ownership days)
Operating expenses		3,010		5,821		3,180
Ownership days		546		1,086		686
Daily vessel operating expenses		5,513		5,360		4,636

(8)	Daily management fees are calculated by dividing total management fees by ownership days for the relevant time period.
(9)	Total vessel operating expenses, or TVOE, is a measurement of total expenses associated with operating the vessels. TVOE is the sum of vessel operating expenses and management fees. Daily TVOE is calculated by dividing TVOE by fleet ownership days for the relevant time period.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should consider carefully all of the material risks described below, together with the other information contained in this prospectus before making a decision to invest in our common stock. References in this prospectus to “Seanergy,” “we,” “us,” or “our company” refer to Seanergy Maritime Holdings Corp. and our subsidiaries, but, if the context otherwise requires, may refer only to Seanergy Maritime Holdings Corp. References in this prospectus to “BET” refer to Bulk Energy Transport (Holdings) Limited and its wholly owned subsidiaries. We acquired a controlling interest in BET in August 2009 through our right to appoint a majority of the BET board of directors as provided in the shareholders agreement.

Risk Factors Relating to Seanergy

We are currently in compliance with the terms of our loan with Marfin only because we have received waivers and/or amendments to the Marfin loan agreement waiving our compliance with a certain covenant for certain periods of time. The waivers and/or amendments impose additional operating and financial restrictions on us and modify the application of the terms of our existing loan agreement. Any extensions of these waivers, if needed, could contain additional restrictions and might not be granted at all.

Our loan agreement with Marfin requires that we maintain certain financial and other covenants. The current low dry bulk charter rates and dry bulk vessel values have affected our ability to comply with one covenant. A violation of this covenant constitutes an event of default under our credit facility and would provide Marfin with various remedies. In exercising these remedies Marfin may require us to post additional collateral, enhance our equity and liquidity, continue to withhold payment of dividends, increase our interest payments, pay down our indebtedness to a level where we are in compliance with this loan covenant, or sell vessels in our fleet. Marfin could also accelerate our indebtedness and foreclose its liens on our vessels. The exercise of any of these remedies could materially adversely impair our ability to continue to conduct our business. Moreover, Marfin may require the payment of additional fees, require prepayment of a portion of our indebtedness to it, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

As of December 31, 2008, we would not have been in compliance with the loan covenant related to the value of our vessels compared to the amounts of our loans, had we not later obtained a certain retroactive waiver from Marfin. During the first quarter of 2009, we obtained a waiver from Marfin of our compliance with this covenant, which waiver was effective as of December 31, 2008. This waiver expired in July 2009, when the first of our original charters was replaced. On September 9, 2009, we executed an addendum no. 1 to the loan agreement with Marfin and obtained a waiver of this loan covenant through July 1, 2010. In connection with the amendment and waiver, Marfin made certain changes to our loan agreement including increasing the interest payable during the waiver period from LIBOR plus 1.5% to LIBOR plus 2.75%, accelerating the due dates of certain principal installments and limiting our ability to pay dividends without their prior consent. As a result of this waiver, we are not currently in default under our Marfin loan agreement. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Seanergy Maritime and Seanergy — Recent Developments.” If conditions in the dry bulk charter market remain depressed or worsen, we may need to request additional extensions of this waiver. There can be no assurance that Marfin will provide such extensions. If we require extensions to the waivers and are unable to obtain them, as described above, we would be in default under our Marfin loan agreement and your investment in our shares could lose most or all of its value.

As a result of these waivers, Marfin imposed operating and financial restrictions on us. These restrictions limit our ability to pay dividends without Marfin’s prior consent. If we need to extend this covenant waiver, Marfin may impose additional restrictions. In addition to the above restrictions, Marfin may require the payment of additional fees, require prepayment of a portion of our indebtedness to it, accelerate the amortization schedule for our indebtedness, and increase the interest rates it charges us on our outstanding indebtedness. We might also be required to use a significant portion of the net proceeds from this offering to

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repay a portion of our outstanding indebtedness. These potential restrictions and requirements may limit our ability to pay dividends to you, finance our future operations, make acquisitions or pursue business opportunities.

Our debt financing contains restrictive covenants that may limit our liquidity and corporate activities.

The Marfin loan agreement, the BET loan agreement, and any future loan agreements we or our subsidiaries may execute may impose, operating and financial restrictions on us or our subsidiaries. These restrictions may, subject to certain exceptions, limit our or our subsidiaries’ ability to:

•  incur additional indebtedness;

•  create liens on our or our subsidiaries’ assets;

•  sell capital stock of our subsidiaries;

•  engage in any business other than the operation of the vessels;

•  pay dividends;

•  change or terminate the management of the vessels or terminate or materially amend the management agreement relating to each vessel; and

•  sell the vessels.

The restrictions included in the Marfin loan agreement include minimum financial standards we must comply with including:

•  The ratio of total liabilities to total assets;

•  The ratio of total net debt owed to LTM (last twelve months) EBITDA;

•  The ratio of LTM EBITDA to net interest expense;

•  The ratio of cash deposits held to total debt; and

•  A security margin, or the Security Margin Clause, whereby the aggregate market value of the vessels and the value of any additional security is required to be at least 135% of the aggregate of the debt financing and any amount available for drawing under the revolving facility, less the aggregate amount of all deposits maintained. A waiver from Marfin has been received with respect to this clause.

The financial ratios are required to be tested by us on a quarterly basis on a last-twelve-months basis.

Under the BET loan agreement, the BET subsidiaries are subject to operating and financial covenants that may affect BET’s business. These restrictions may, subject to certain exceptions, limit the BET subsidiaries’ ability to engage in many of the activities listed above. Furthermore, the BET subsidiaries must assure the lenders that the aggregate market value of the BET vessels is not less than 125% of the outstanding amount of the BET loan. If the market value of the vessels is less than this amount, the BET subsidiaries must prepay an amount that will result in the market value of the vessels meeting this requirement or offer additional security to the lenders and a portion of the debt may be required to be classified as current.

Therefore, we may need to seek permission from our lenders in order to engage in some important corporate actions. Also, any further decline in vessel values may cause BET to fail to meet the market value covenants in its loan agreement and entitle the lenders to assert certain rights. Our current and any future lenders’ interests may be different from our interests, and we cannot guarantee that we will be able to obtain such lenders’ permission when needed. This may prevent us from taking actions that are in our best interest.

On September 30, 2009, BET entered into a supplemental agreement with Citibank International PLC (as agent for the syndicate of banks and financial institutions set forth in the loan agreement) in connection with the $222,000,000 amortized loan obtained by the six wholly owned subsidiaries of BET, which financed the

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acquisition of their respective vessels. The material terms of the supplemental agreement with Citibank International PLC are as follows:

(1) the applicable margin for the period between July 1, 2009 and ending on June 30, 2010 (the amendment period) shall be increased to two per cent (2%) per annum;

(2) the borrowers to pay to the agent a restructuring fee of $286,198.91 and a part of the loan in the amount of $20,000,000; and

(3) the borrowers and the corporate guarantor have requested and the creditors consented to:

(a) the temporary reduction of the security requirement during the amendment period to 100%; and

(b) the temporary reduction of the minimum equity ratio requirement of the principal corporate guarantee to be amended from 0.30: 1.0 to 0.175:1.0 during the amendment period at the end of the accounting periods ending on December 31, 2009 and June 30, 2010.

The value of our vessels has fluctuated, and may continue to fluctuate significantly, due in large part to the sharp decline in the world economy and the charter market. A significant decline in vessel values could result in losses when we sell our vessels or could result in a requirement that we write down their carrying value, which would adversely affect our earnings. In addition, a decline in vessel values could adversely impact our ability to raise additional capital and would likely cause us to violate certain covenants in our loan agreements that relate to vessel value.

The market value of our vessels can and have fluctuated significantly based on general economic and market conditions affecting the shipping industry and prevailing charter hire rates. Since the end of 2008, the market value of our vessels has dropped significantly due to, among other things, the substantial decline in charter rates. During the year ended December 31, 2008, we recorded an impairment charge of $4,530,000 on our vessels. There can be no assurance as to how long charter rates and vessel values will remain at the current low levels or whether they will improve to any significant degree. Consequently we may have to record further impairments of our vessels.

The market value of our vessels may increase or decrease in the future depending on the following factors:

•  economic and market conditions affecting the shipping industry in general;

•  supply of dry bulk vessels, including newbuildings;

•  demand for dry bulk vessels;

•  types and sizes of vessels;

•  other modes of transportation;

•  cost of newbuildings;

•  new regulatory requirements from governments or self-regulated organizations; and

•  prevailing level of charter rates.

Because the market value of our vessels may fluctuate significantly, we may incur losses when we sell vessels, which may adversely affect our earnings. In addition, on a quarterly basis, we test the carrying value of our vessels in our financial statements, based upon their earning capacity and remaining useful lives. Earning capacity is measured by the vessels’ expected earnings under their charters. If we determine that our vessels’ carrying values should be reduced, we would recognize an impairment charge on our financial statements that would result in a potentially significant charge against our earnings and a reduction in our shareholders’ equity. Such impairment adjustment could also hinder our ability to raise capital. If for any reason we sell our vessels at a time when prices have fallen, the sale proceeds may be less than that vessel’s carrying amount on our financial statements, and we would incur a loss and a reduction in earnings. Finally, a

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decline in vessel values would likely cause us to violate certain covenants in our loan agreement that require vessel values to equal or exceed a stated percentage of the amount of our loans. Such violations could result in our default under our loan agreements.

If we fail to manage our growth properly, we may not be able to manage our recently expanded fleet successfully, and we may not be able to expand our fleet further if we desire to do so, adversely affecting our overall financial position.

On August 12, 2009, we completed our acquisition of a 50% controlling ownership interest in BET, pursuant to which we acquired an additional five vessels. Concurrently with the closing of the acquisition, BET entered into a technical management agreement with EST and a commercial brokerage agreement with Safbulk at terms similar to those that our existing fleet has with these entities. Each of EST and Safbulk are affiliated with members of the Restis family and are the technical manager and commercial broker of our current fleet.

We may continue to expand our fleet in the future if desirable opportunities arise. Our further growth will depend on:

•  locating and acquiring suitable vessels at competitive prices;

•  identifying and consummating acquisitions or joint ventures;

•  integrating any acquired vessels successfully with our existing operations;

•  enhancing our customer base;

•  managing our expansion; and

•  obtaining required financing, which could include debt, equity or combinations thereof.

Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty experienced in obtaining additional qualified personnel, managing relationships with customers and suppliers, integrating newly acquired operations into existing infrastructures, identifying new and profitable charter opportunities for vessels, and complying with new loan covenants. We have not identified further expansion opportunities at this time, and the nature and timing of any such expansion is uncertain. We may not be successful in growing further and may incur significant expenses and losses.

Our charterers may terminate or default on their charters, which could adversely affect our results of operations and cash flow.

The ability and the willingness of each of our charterers to perform its obligations under a charter will depend on a number of factors that are beyond our control. These factors may include general economic conditions, the condition of the dry bulk shipping industry, the charter rates received for specific types of vessels, hedging arrangements, the ability of charterers to obtain letters of credit from their customers, cash reserves, cash flow considerations and various operating expenses. Many of these factors impact the financial viability of our charterers. Given the downturn in world markets and the factors described above, it is possible that some of our charterers could declare bankruptcy or otherwise seek to evade their obligations to us under the charters, and as a consequence, default on their obligations to us. The costs and delays associated with the termination of a charter or the default by a charterer of a vessel may be considerable and may adversely affect our business, results of operations, cash flows and financial condition.

Servicing debt will limit funds available for other purposes, including capital expenditures and payment of dividends.

Marfin has extended to us a term loan of $165,000,000 and a revolving facility in an amount equal to the lesser of $72,000,000 and an amount in dollars which when aggregated with the amount already drawn down under the term loan does not exceed 70% of the aggregate market value of our vessels. We have currently drawn down the full amount of the term loan and $54,845,000 of the revolving facility. The term loan is repayable by twenty-eight consecutive quarterly principal installments out of which the first four principal

14

installments will be equal to $7,500,000 each, the next four principal installments will be equal to $5,250,000 each and the final twenty principal installments equal to $3,200,000 each, with a balloon payment equal to $50,000,000 due concurrently with the twenty-eighth principal installment.

The revolving facility is payable at maturity of the term loan.

BET financed the acquisition of its vessels with the proceeds of a loan from Citibank International PLC, as agent for a syndicate of banks and financial institutions. The outstanding principal amount as of December 31, 2008 was $150,725,000. The amount of the loan for each vessel was less than or equal to 70% of the contractual purchase price for the applicable vessel. The loan is repayable in semi-annual installments of principal in the amount of $8,286,500 followed by a balloon payment due on maturity in the amount of $51,289,000 as these installment amounts were revised after the BET Performer sale. As of June 30, 2009, the outstanding loan facility was $142,472,000. Following BET’s supplemental agreement dated September 30, 2009 and prepayment of $20 million, the semi-annual installments of principal and the balloon payment amount to $7,128,158 and $44,062,262, respectively. Interest is due and payable quarterly based on interest periods selected by BET.

We are required to dedicate a substantial portion of our cash flow from operations to pay the principal and interest on the Marfin and BET debt. These payments limit funds otherwise available for capital expenditures and other purposes, including payment of dividends. We have not yet determined whether we will incur debt in the near future in connection with any additional vessel acquisitions. If we are unable to service our respective debt, it could have a material adverse effect on our financial condition and results of operations.

Credit market volatility may affect our ability to refinance our existing debt, borrow funds under our revolving credit facility or incur additional debt.

The credit markets have recently experienced extreme volatility and disruption, which has limited credit capacity for certain issuers, and lenders have requested shorter terms and lower loan to value ratios. The market for new debt financing is extremely limited and in some cases not available at all. If current levels of market disruption and volatility continue or worsen, we may not be able to refinance our existing debt, draw upon our revolving credit facility or incur additional debt, which may require us to seek other funding sources to meet our liquidity needs or to fund planned expansion. For example, our existing term loan and revolving credit facility from Marfin are tied to the market value of the vessels whereby the aggregate market values of the vessels and the value of any additional security should be at least 135% of the aggregate of the debt financing and any amount available for drawing under the revolving facility less the aggregate amount of all deposits maintained. If the percentage is below 135%, then a prepayment of the loans may be required or additional security may be requested. On September 9, 2009, we executed an addendum no. 1 to the loan agreement with Marfin and received a waiver with respect to this clause through July 1, 2010. In connection with the amendment and waiver, Marfin made certain changes to our loan agreement including increasing the interest payable during the waiver period from LIBOR plus 1.5% to LIBOR plus 2.75%, accelerating the due dates of certain principal installments and limiting our ability to pay dividends without their prior consent. The BET supplemental agreement dated September 30, 2009 contains a similar covenant. If the market value of the BET vessels is less than 100% of the outstanding amount of the BET loan, the BET subsidiaries must prepay an amount that will result in the market value of the vessels meeting this requirement or offer additional security to the lenders. Hence, we may need to seek permission from our lenders in order to make further use of our Marfin revolving credit facility or avoid prepayment obligations under either the Marfin or BET loans, depending on the aggregate market value of our vessels. We cannot assure you that we will be able to obtain debt or other financing on reasonable terms, or at all.

Increases in interest rates could increase interest payable under our variable rate indebtedness.

We are subject to interest rate risk in connection with our Marfin and BET loans. Changes in interest rates could increase the amount of our interest payments and thus negatively impact our future earnings and cash flows. Fluctuations in interest rates could be exacerbated in future periods as a result of the current worldwide instability in the banking and credit markets. Although neither party currently has hedging

15

arrangements for our variable rate indebtedness, we both expect to hedge interest rate exposure at the appropriate time. However, these arrangements may prove inadequate or ineffective.

In the highly competitive international dry bulk shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources, which may adversely affect our results of operations.

We employ our fleet in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than ours. Competition for the transportation of dry bulk cargoes can be intense and depends on price, location, size, age, condition and the acceptability of the vessel and its managers to the charterers. Due in part to the highly fragmented market, competitors with greater resources could operate larger fleets through consolidations or acquisitions that may be able to offer better prices and fleets.

Because SAMC is the sole counterparty on the time charters for seven of our vessels, the failure of this counterparty to meet its obligations could cause us to suffer losses, thereby decreasing our revenues, operating results and cash flows.

Two of our six initial vessels and all five BET vessels are chartered to SAMC, a company affiliated with members of the Restis family. Therefore we are dependent on performance by our charterer. Our charters may terminate earlier than the dates indicated in this prospectus. Under our charter agreements, the events or occurrences that will cause a charter to terminate or give the charterer the option to terminate the charter generally include a total or constructive total loss of the related vessel, the requisition for hire of the related vessel or the failure of the related vessel to meet specified performance criteria. In addition, the ability of our charterer to perform its obligations under a charter will depend on a number of factors that are beyond our control. These factors may include general economic conditions, the condition of the dry bulk shipping industry, the charter rates received for specific types of vessels, the ability of the charterer to obtain letters of credit from its customers and various operating expenses. It is our understanding that SAMC operates some of the vessels on period charters and some of the vessels in the spot market. The spot market is highly competitive and spot rates fluctuate significantly. Vessels operating in the spot market generate revenues that are less predictable than those on period time charters. Therefore, SAMC may be exposed to the risk of fluctuating spot dry bulk charter rates, which may have an adverse impact on its financial performance and its obligations. The cost and delays associated with the default by a charterer of a vessel may be considerable and may adversely affect our business, results of operations, cash flows, financial condition and our ability to pay dividends.

We may not be able to take advantage of favorable opportunities in the current spot market, if any, with respect to the majority of our vessels, nine of which are employed on 11 to 13 and 22 to 25 month time charters.

Nine vessels in our fleet are employed under medium-term time charters, with expiration dates ranging from 11 to 13 months and 22 to 25 months from the time of delivery, expiring between October 2009 and September 2011. Although medium-term time charters provide relatively steady streams of revenue, vessels committed to medium-term charters may not be available for spot voyages during periods of increasing charter hire rates, when spot voyages might be more profitable.

When our charters expire, we may not be able to replace such charters promptly or with profitable charters, which may adversely affect our earnings.

We will generally attempt to recharter our vessels at favorable rates with reputable charterers as our existing charters expire. If the dry bulk shipping market is in a period of depression when our vessels’ charters expire, it is likely that we may be forced to re-charter them at substantially reduced rates, if at all. If rates are significantly lower or if we are unable to recharter our vessels, our earnings may be adversely affected.

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We may not be able to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operations.

Our success will depend to a significant extent upon the abilities and efforts of our management team. We currently have two executive officers, our chief executive officer and our chief financial officer, and one general counsel and a support staff. Our success will depend upon our ability to retain key members of our management team and the ability of our management to recruit and hire suitable employees. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our results of operations.

We are dependent on each of EST and Safbulk for the management and commercial brokerage of our fleet.

We subcontract the management and commercial brokerage of our fleet, including crewing, maintenance and repair, to each of EST and Safbulk, both affiliates of members of the Restis family, the loss of services of, or the failure to perform by, either of these entities could materially and adversely affect our results of operations. Although we may have rights against either of these entities if they default on their obligations to us, you will have no recourse directly against them. Further, we expect that we will need to seek approval from our lenders to change our manager.

EST and Safbulk are privately held companies and there is little or no publicly available information about them.

The ability of EST and Safbulk to continue providing services for our benefit will depend in part on their respective financial strength. Circumstances beyond our control could impair their financial strength, and because they are privately held, it is unlikely that information about their financial strength would become public unless any of these entities began to default on their respective obligations. As a result, our shareholders might have little advance warning of problems affecting EST or Safbulk, even though these problems could have a material adverse effect on us.

We outsource, and expect to outsource, the management and commercial brokerage of our fleet to companies that are affiliated with members of the Restis family, which may create conflicts of interest.

We outsource, and expect to outsource, the management and commercial brokerage of our fleet to EST and Safbulk, companies that are affiliated with members of the Restis family. Companies affiliated with members of the Restis family own and may acquire vessels that compete with our fleet. Both EST and Safbulk have responsibilities and relationships to owners other than us which could create conflicts of interest between us, on the one hand, and EST or Safbulk, on the other hand. These conflicts may arise in connection with the chartering of the vessels in our fleet versus dry bulk carriers managed by other companies affiliated with members of the Restis family. There can be no assurance that they will resolve conflicts in our favor.

Purchasing and operating second hand vessels may result in increased operating costs and vessel off-hire, which could adversely affect our earnings.

We have inspected the second hand vessels that we acquired from the Restis sellers and in the acquisition of BET and considered the age and condition of the vessels in budgeting for operating, insurance and maintenance costs. If we acquire additional second hand vessels in the future, we may encounter higher operating and maintenance costs due to the age and condition of those additional vessels.

However, our inspection of second hand vessels prior to purchase does not provide us with the same knowledge about their condition and cost of any required or anticipated repairs that we would have had if these vessels had been built for and operated exclusively by us. We will have the benefit of warranties on newly constructed vessels, we will not receive the benefit of warranties on second hand vessels.

In general, the costs to maintain a dry bulk carrier in good operating condition increase with the age of the vessel. The average age of our fleet, including the BET vessels, is approximately 13 years, out of the

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expected useful life of 25 years. Older vessels, however, are typically less fuel-efficient and more costly to maintain than more recently constructed dry bulk carriers due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.

Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

We may not have adequate insurance to compensate us if we lose our vessels, which may have a material adverse effect on our financial condition and results of operations.

We have procured hull and machinery insurance and protection and indemnity insurance, which includes environmental damage and pollution insurance coverage and war risk insurance for our fleet. We do not expect to maintain for all of our vessels insurance against loss of hire, which covers business interruptions that result from the loss of use of a vessel. We may not be adequately insured against all risks. We may not be able to obtain adequate insurance coverage for our fleet in the future. The insurers may not pay particular claims. Our insurance policies may contain deductibles for which we will be responsible and limitations and exclusions which may increase our costs or lower our revenue. Moreover, insurers may default on claims they are required to pay. If our insurance is not enough to cover claims that may arise, the deficiency may have a material adverse effect on our financial condition and results of operations.

The majority of the members of our shipping committee and our nominees to the BET board of directors are appointees nominated by affiliates of members of the Restis family, which could create conflicts of interest detrimental to us.

Our board of directors has created a shipping committee, which has been delegated exclusive authority to consider and vote upon all matters involving shipping and vessel finance, subject to certain limitations. The same people serve as our appointees to the BET board of directors. Affiliates of members of the Restis family have the right to appoint two of the three members of the shipping committee and as a result such affiliates will effectively control all decisions with respect to our shipping operations that do not involve a transaction with a Restis affiliate. Messrs. Dale Ploughman, Kostas Koutsoubelis and Elias Culucundis currently serve on our shipping committee and as our BET director appointees. Each of Messrs. Ploughman and Koutsoubelis also will continue to serve as officers and/or directors of other entities affiliated with members of the Restis family that operate in the dry bulk sector of the shipping industry. The dual responsibilities of members of the shipping committee in exercising their fiduciary duties to us and other entities in the shipping industry could create conflicts of interest. Although Messrs. Ploughman and Koutsoubelis intend to maintain as confidential all information they learn from one company and not disclose it to the other entities for whom they serve; in certain instances this could be impossible given their respective roles with various companies. There can be no assurance that Messrs. Ploughman and Koutsoubelis would resolve any conflicts of interest in a manner beneficial to us.

Industry Risk Factors Relating to Seanergy

Investment in a company in the dry bulk shipping industry involves a high degree of risk.

The abrupt and dramatic downturn in the dry bulk charter market, from which we have derived substantially all of our revenues, has severely affected the dry bulk shipping industry and has harmed our business. The Baltic Dry Index, or BDI, fell 94% from a peak of 11,793 in May 2008 to a low of 663 in December 2008. It has since risen to 2,491 as of September 9, 2009. The decline in charter rates is due to various factors, including the decrease in available trade financing for purchases of commodities carried by sea, which has resulted in a significant decline in cargo shipments. There is no certainty that the dry bulk charter market will experience any further recovery over the next several months and the market could decline from its current level. These circumstances, which result from the economic dislocation worldwide and the

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disruption of the credit markets, have had a number of adverse consequences for dry bulk shipping, including, among other things:

•  a decrease in available financing for vessels;

•  no active secondhand market for the sale of vessels;

•  a sharp decline in charter rates, particularly for vessels employed in the spot market;

•  charterers seeking to renegotiate the rates for existing time charters;

•  widespread loan covenant defaults in the dry bulk shipping industry due to the substantial decrease in vessel values; and

•  declaration of bankruptcy by some operators, charterers and shipowners.

The dry bulk shipping industry is cyclical and volatile, and this may lead to reductions and volatility of charter rates, vessel values and results of operations.

The degree of charter hire rate volatility among different types of dry bulk carriers has varied widely. If we enter into a charter when charter hire rates are low, our revenues and earnings will be adversely affected. In addition, a decline in charter hire rates likely will cause the value of the vessels that we own, to decline and we may not be able to successfully charter our vessels in the future at rates sufficient to allow us to operate our business profitably or meet our obligations. The factors affecting the supply and demand for dry bulk carriers are outside of our control and are unpredictable. The nature, timing, direction and degree of changes in dry bulk shipping market conditions are also unpredictable.

Factors that influence demand for seaborne transportation of cargo include:

•  demand for and production of dry bulk products;

•  the distance cargo is to be moved by sea;

•  global and regional economic and political conditions;

•  environmental and other regulatory developments; and

•  changes in seaborne and other transportation patterns, including changes in the distances over which cargo is transported due to geographic changes in where commodities are produced and cargoes are used.

The factors that influence the supply of vessel capacity include:

•  the number of new vessel deliveries;

•  the scrapping rate of older vessels;

•  vessel casualties;

•  the price of steel;

•  the number of vessels that are out of service;

•  changes in environmental and other regulations that may limit the useful life of vessels; and

•  port or canal congestion.

We anticipate that the future demand for our vessels will be dependent upon continued economic growth in the world’s economies, including China and India, seasonal and regional changes in demand, changes in the capacity of the world’s dry bulk carrier fleet and the sources and supply of cargo to be transported by sea. If the global vessel capacity increases in the dry bulk shipping market, but the demand for vessel capacity in this market does not increase or increases at a slower rate, the charter rates could materially decline. Adverse economic, political, social or other developments could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends.

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Future growth in dry bulk shipping will depend on a return to economic growth in the world economy that exceeds growth in vessel capacity. A further decline in charter rates would adversely affect our revenue stream and could have an adverse effect on our financial condition and results of operations.

Our vessels are engaged in global seaborne transportation of commodities, involving the loading or discharging of raw materials and semi-finished goods around the world. As a result, significant volatility in the world economy and negative changes in global economic conditions, may have an adverse effect on our business, financial position and results of operations, as well as future prospects. In particular, in recent years China has been one of the fastest growing economies in terms of gross domestic product. Given the current global conditions, the Chinese economy has experienced slowdown and stagnation and there is no assurance that continuous growth will be sustained or that the Chinese economy will not experience further contraction or stagnation in the future. Moreover, any further slowdown in the U.S. economy, the European Union or certain other Asian countries may continue to adversely affect world economic growth. Negative world economic conditions may result in global production cuts, changes in the supply and demand for the seaborne transportation of dry bulk goods, downward adjusted pricings for goods and freights and cancellation of transactions/orders placed.

Charter rates for dry bulk carriers have been at extremely low rates recently mainly due to the current global financial crisis, which is also affecting this industry. We anticipate that future demand for our vessels, and in turn future charter rates, will be dependent upon a return to economic growth in the world’s economy, particularly in China and India, as well as seasonal and regional changes in demand and changes in the capacity of the world’s fleet. The world’s dry bulk carrier fleet increased in 2009 as a result of scheduled deliveries of newly constructed vessels but it is expected to be leveled off by higher forecasts for scrapping of existing vessels as compared to 2008. However, this will vary depending on vessel size, as the oldest segment of the worldwide dry bulk fleet is the Handysize segment. A return to economic growth in the world economy that exceeds growth in vessel capacity will be necessary to sustain current charter rates. There can be no assurance that economic growth will not continue to decline or that vessel scrapping will occur at an even lower rate than forecasted.

Due to the current volatility in the dry bulk sector, which is primarily caused by, among other things, a decrease in letters of credit being provided, a significant drop in demand for goods being shipped, a reduction in volumes of goods and cancellation of orders, there is a possibility that one or more of our charterers could seek to renegotiate the time charter rates either currently or at the time the charter expires. A decline in charter rates would adversely affect our revenue stream and could have a material adverse effect on our business, financial condition and results of operations.

An oversupply of dry bulk carrier capacity may lead to reductions in charter rates and our profitability.

Orders for dry bulk carriers, primarily Capesize and Panamax vessels, are high. Newly constructed vessels were delivered and are expected to continue in significant numbers starting through 2009. As of August 2009, newly constructed vessels orders had been placed for an aggregate of approximately 65.2% of the current global dry bulk fleet, with deliveries expected during the next 36 months. However, we have noticed order cancellations by both shipowners and yards. An oversupply of dry bulk carrier capacity may result in a reduction of our charter rates. If such a reduction occurs, when our vessels’ current charters expire or terminate, we may only be able to re-charter our vessels at reduced or unprofitable rates or we may not be able to charter these vessels at all. In turn, this may result in the need to take impairment charges on one or more of our vessels.

Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may have a material adverse effect on our business, financial condition and results of operations.

The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in such respects as structure, government involvement, level of development, growth rate, capital reinvestment, allocation of resources, rate of inflation and balance of

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payments position. Prior to 1978, the Chinese economy was a planned economy. Since 1978, increasing emphasis has been placed on the utilization of market forces in the development of the Chinese economy. There is an increasing level of freedom and autonomy in areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a “market economy” and enterprise reform. Although limited price reforms were undertaken, with the result that prices for certain commodities are principally determined by market forces, many of the reforms are experimental and may be subject to change or abolition. We cannot assure you that the Chinese government will continue to pursue a policy of economic reform. The level of imports to and exports from China could be adversely affected by changes to these economic reforms, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions, all of which could, adversely affect our business, financial condition and operating results.

The economic slowdown in the Asia Pacific region could have a material adverse effect on our business, financial position and results of operations.

A significant number of the port calls made by our vessels may involve the loading or discharging of raw materials and semi-finished products in ports in the Asia Pacific region. As a result, a negative change in economic conditions in any Asia Pacific country, but particularly in China or India, may have an adverse effect on our future business, financial position and results of operations, as well as our future prospects. In recent years, China has been one of the world’s fastest growing economies in terms of gross domestic product. We cannot assure you that such growth will be sustained or that the Chinese economy will not experience contraction in the future. In particular, during the past year, the demand for dry bulk goods from emerging markets, such as China and India, has significantly declined as growth projections for these nations’ economies have been adjusted downwards. Moreover, the slowdown in the economies of the United States, the European Union or certain Asian countries may adversely effect economic growth in China and elsewhere. Our ability to re-charter our ships at favorable rates will likely be materially and adversely affected by an ongoing economic downturn in any of these countries.

Risks involved with operating ocean-going vessels could affect our business and reputation, which would adversely affect our revenues.

The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:

•  crew strikes and/or boycotts;

•  marine disaster;

•  piracy;

•  environmental accidents;

•  cargo and property losses or damage; and

•  business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries or adverse weather conditions.

Any of these circumstances or events could increase our costs or lower our revenues.

Our vessels may suffer damage and we may face unexpected dry-docking costs, which could adversely affect our cash flow and financial condition.

If our vessels suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-dock repairs are unpredictable and can be substantial, and may be higher than expected as a result of circumstances beyond our control, such as delays experienced at the repair yard, including those due to strikes. We may have to pay dry-docking costs that our insurance does not cover. The loss of earnings while these vessels are being repaired and reconditioned may not be covered by insurance in full and thus these losses, as well as the actual cost of these repairs, would decrease our earnings.

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Turbulence in the financial services markets and the tightening of credit may affect the ability of purchasers of dry bulk cargo to obtain letters of credit to purchase dry bulk goods, resulting in declines in the demand for vessels.

Turbulence in the financial markets has led many lenders to reduce, and in some cases cease to provide, credit, including letters of credit to borrowers. Purchasers of dry bulk cargo typically pay for cargo with letters of credit. The tightening of the credit markets has reduced the issuance of letters of credit and as a result decreased the amount of cargo being shipped as sellers determine not to sell cargo without a letter of credit. Reductions in cargo result in less business for charterers and declines in the demand for vessels. Any material decrease in the demand for vessels may decrease charter rates and make it more difficult for Seanergy to charter its vessels in the future at competitive rates. Reduced charter rates would reduce Seanergy’s revenues.

Rising fuel prices may adversely affect our profits.

The cost of fuel is a significant factor in negotiating charter rates. As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geo-political developments, supply and demand for oil, actions by members of the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations.

We may become dependent on spot charters in the volatile shipping markets which may have an adverse impact on stable cash flows and revenues.

We may employ one or more of our vessels on spot charters, including when time charters on one or more of our vessels expires. The spot charter market is highly competitive and rates within this market are subject to volatile fluctuations, while longer-term period time charters provide income at predetermined rates over more extended periods of time. If we decide to spot charter our vessels, there can be no assurance that we will be successful in keeping all our vessels fully employed in these short-term markets or that future spot rates will be sufficient to enable our vessels to be operated profitably. A significant decrease in charter rates could affect the value of our fleet and could adversely affect our profitability and cash flows with the result that our ability to pay debt service to our lenders could be impaired.

Our operations are subject to seasonal fluctuations, which could affect our operating results.

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter hire rates. This seasonality may result in volatility in our operating results. The dry bulk carrier market is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. As a result, revenues of dry bulk carrier operators in general have historically been weaker during the fiscal quarters ended June 30 and September 30, and, conversely, been stronger in fiscal quarters ended December 31 and March 31. This seasonality may materially affect our operating results.

We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income.

Our business and the operation of our vessels are materially affected by government regulation in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which our vessels operate, as well as in the country or countries of their registration. Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially and adversely affect our operations. We are

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required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations.

The operation of our vessels is affected by the requirements set forth in the United Nations’ International Maritime Organization’s International Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code requires vessel owners, vessel managers and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. Each of our vessels is ISM code-certified but we cannot assure that such certificate will be maintained indefinitely.

We maintain, for each of our vessels, pollution liability coverage insurance in the amount of $1 billion per incident. If the damages from a catastrophic incident exceeded our insurance coverage, it could have a material adverse effect on our financial condition and results of operations.

Acts of piracy on ocean-going vessels have recently increased in frequency, which could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea and in the Gulf of Aden off the coast of Somalia. Throughout 2008 the frequency of piracy incidents increased significantly, particularly in the Gulf of Aden off the coast of Somalia, with dry bulk vessels and tankers particularly vulnerable to such attacks. For example, in November 2008, the Sirius Star, a tanker vessel not affiliated with us, was captured by pirates in the Indian Ocean while carrying crude oil estimated to be worth $100.0 million. If these piracy attacks result in regions in which our vessels are deployed being characterized as “war risk” zones by insurers, as the Gulf of Aden temporarily was in May 2008, or as “war and strikes” listed areas by the Joint War Committee, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including due to employing onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention of any of our vessels, hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability, of insurance for our vessels, could have a material adverse impact on our business, financial condition, results of operations and ability to pay dividends in the future.

Terrorism and other events outside our control may negatively affect our operations and financial condition.

Because we operate our vessels worldwide, terrorist attacks such as the attacks on the United States on September 11, 2001, the bombings in Spain on March 11, 2004 and in London on July 7, 2005, and the continuing response of the United States to these attacks, as well as the threat of future terrorist attacks, continue to cause uncertainty in the world financial markets and may affect our business, results of operations and financial condition. The continuing conflict in Iraq may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also have a material adverse effect on our ability to obtain additional financing on terms acceptable to us or at all. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.

Terrorist attacks and armed conflicts may also negatively affect our operations and financial condition and directly impact our vessels or our customers. Future terrorist attacks could result in increased volatility of the financial markets in the United States and globally and could result in an economic recession in the United States or the world. Any of these occurrences could have a material adverse impact on our financial condition.

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The operation of dry bulk carriers has particular operational risks which could affect our earnings and cash flow.

The operation of certain vessel types, such as dry bulk carriers, has certain particular risks. With a dry bulk carrier, the cargo itself and its interaction with the vessel can be an operational risk. By their nature, dry bulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, dry bulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach while at sea. Hull breaches in dry bulk carriers may lead to the flooding of the vessels’ holds. If a dry bulk carrier suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads leading to the loss of a vessel. If we are unable to adequately maintain our vessels, we may be unable to prevent these events. Any of these circumstances or events could result in loss of life, vessel and/or cargo and negatively impact our business, financial condition, results of operations and ability to pay dividends. In addition, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.

If any of our vessels fails to maintain its class certification and/or fails any annual survey, intermediate survey, or special survey, or if any scheduled dry-docks take longer or are more expensive than anticipated, this could have a material adverse impact on our financial condition and results of operations.

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the International Convention for the Safety of Life at Sea, or SOLAS. Our vessels are classed with one or more classification societies that are members of the International Association of Classification Societies.

A vessel must undergo annual surveys, intermediate surveys, dry-dockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be dry-docked every two to three years for inspection of the underwater parts of such vessels. These surveys and dry-dockings can be costly and can result in delays in returning a vessel to operation, as occurred with the dry-docking of the African Zebra, which entered its scheduled dry-dock on February 24, 2009 and was returned to service on July 20, 2009 as a result of delays at the repair yard. The cost of our dry-docks in 2009 is expected to total $4,300,000. The African Onyx is scheduled to be dry-docked in October 2010 at an estimated cost of $900,000.

If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, dry-docking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

Because our seafaring employees are covered by industry-wide collective bargaining agreements, failure of industry groups to renew those agreements may disrupt our operations and adversely affect our earnings.

Our vessel-owning subsidiaries employ a large number of seafarers. All of the seafarers employed on the vessels in our fleet are covered by industry-wide collective bargaining agreements that set basic standards. We cannot assure you that these agreements will prevent labor interruptions. Any labor interruptions could disrupt our operations and harm our financial performance.

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Maritime claimants could arrest our vessels, which could interrupt its cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings. The arresting or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of funds to have the arrest lifted which would have a material adverse effect on our financial condition and results of operations.

In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one of our vessels for claims relating to another of our vessels.

Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings.

A government could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels could have a material adverse effect on our financial condition and results of operations.

Risk Factors Relating to this Offering

The market price of our common stock has been and may in the future be subject to significant fluctuations.

The market price of our common stock has been and may in the future be subject to significant fluctuations as a result of many factors, some of which are beyond our control. Among the factors that have in the past and could in the future affect our stock price are:

•  quarterly variations in our results of operations;

•  our lenders’ willingness to extend our loan covenant waivers, if necessary;

•  changes in market valuations of similar companies and stock market price and volume fluctuations generally;

•  changes in earnings estimates or publication of research reports by analysts;

•  speculation in the press or investment community about our business or the shipping industry generally;

•  strategic actions by us or our competitors such as acquisitions or restructurings;

•  the thin trading market for our common stock, which makes it somewhat illiquid;

•  the current ineligibility of our common stock to be the subject of margin loans because of its low current market price;

•  regulatory developments;

•  additions or departures of key personnel;

•  general market conditions; and

•  domestic and international economic, market and currency factors unrelated to our performance.

The stock markets in general, and the markets for dry bulk shipping and shipping stocks in particular, have experienced extreme volatility that has sometimes been unrelated to the operating performance of individual companies. These broad market fluctuations may adversely affect the trading price of our common stock.

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Investors may experience significant dilution as a result of possible future offerings.

We will have 58,947,095 shares of common stock outstanding (           shares if the underwriters exercise their over-allotment option in full), which represents in the aggregate an increase of 50.8% (     % if the underwriters exercise their over-allotment option in full) in our issued and outstanding shares of common stock. We may sell additional shares of common stock following the conclusion of this offering in order to fully implement our business plans. Such sales could be made at prices below the price at which we sell the shares offered by this prospectus, in which case, investors who purchase shares in this offering could experience some dilution of their investment, which could be significant.

Our board of directors has suspended the payment of cash dividends as a result of certain restrictions in waivers we received from Marfin relating to our loan covenants and prevailing market conditions in the international shipping industry. Until such market conditions improve, it is unlikely that we will reinstate the payment of dividends.

In light of a lower freight environment and a highly challenging financing environment that has resulted in a substantial decline in the international shipping industry, our board of directors, beginning in February 4, 2009, suspended the cash dividend on our common stock. Our dividend policy will be assessed by our board of directors from time to time; however, it is unlikely that we will reinstate the payment of dividends until market conditions improve. Further, the waiver we have received from Marfin relating to our loan covenant restricts our ability to pay dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Seanergy Maritime and Seanergy — Recent Developments.” Therefore, there can be no assurances that, if we were to determine to resume paying cash dividends, Marfin would provide any required consent.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of shareholders to protect their interests.

Our corporate affairs are governed by our amended and restated articles of incorporation and amended and restated by-laws and by the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.

We are incorporated under the laws of the Republic of the Marshall Islands and our directors and officers are non-U.S. residents. Although you may bring an original action in the courts of the Marshall Islands or obtain a judgment against us or our directors or management based on U.S. laws in the event you believe your rights as a shareholder have been infringed, it may be difficult to enforce judgments against us or our directors or management.

We are incorporated under the laws of the Republic of the Marshall Islands, and all of our assets are, and will be, located outside of the United States. Our business is operated primarily from our offices in Athens, Greece. In addition, our directors and officers, are non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us, or against these individuals in the United States if you believe that your rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or the assets of our directors and officers. Although you may bring an original action against us or our affiliates in the courts of the Marshall Islands based on U.S. laws, and the courts of the Marshall Islands may impose civil liability, including monetary damages, against us, or our affiliates for a cause of action arising under Marshall Islands laws, it may impracticable for

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you to do so given the geographic location of the Marshall Islands. For more information regarding the relevant laws of the Marshall Islands, please read “Enforceability of Civil Liabilities.”

Anti-takeover provisions in our amended and restated articles of incorporation and by-laws, as well as the terms and conditions of a Voting Agreement, could make it difficult for shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common stock.

Several provisions of our amended and restated articles of incorporation and by-laws, as well as the terms and conditions of the Voting Agreement could make it difficult for shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of our management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.

These provisions include those that:

•  authorize our board of directors to issue “blank check” preferred stock without shareholder approval;

•  provide for a classified board of directors with staggered, three-year terms;

•  require a super-majority vote in order to amend the provisions regarding our classified board of directors with staggered, three-year terms;

•  permit the removal of any director from office at any time, with or without cause, at the request of the shareholder group entitled to designate such director;

•  allow vacancies on the board of directors to be filled by the shareholder group entitled to name the director whose resignation or removal led to the occurrence of the vacancy;

•  require that our board of directors fill any vacancies on the shipping committee with the nominees selected by the party that nominated the person whose resignation or removal has caused such vacancies; and

•  prevent our board of directors from dissolving the shipping committee or altering the duties or composition of the shipping committee without an affirmative vote of not less than 80% of the board of directors.

These anti-takeover provisions could substantially impede the ability of shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

We may be classified as a passive foreign investment company, or PFIC, which could result in adverse U.S. federal income tax consequences to U.S. holders of our common stock.

We generally will be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income (looking through certain corporate subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain corporate subsidiaries) produce, or are held for the production of, passive income. Passive income generally includes dividends, interest, rents, royalties, and gains from the disposition of passive assets. If we were a PFIC for any taxable year during which a U.S. Holder (as such term is defined in the section entitled “Taxation — U.S. Federal Income Taxation — General”) held our common stock, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. Based on the current and expected composition of our and our subsidiaries’ assets and income, it is not anticipated that we will be treated as a PFIC. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Accordingly there can be no assurances regarding our status as a PFIC for the current taxable year or any future taxable year. See the discussion in the section entitled “Taxation — U.S. Federal Income Taxation — U.S. Holders — Passive Foreign Investment Company Rules.” We urge U.S. Holders to consult with their own tax advisors regarding the possible application of the PFIC rules.

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We may have to pay tax on U.S. source income, which would reduce our earnings.

Under the United States Internal Revenue Code of 1986 as amended, or the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as our subsidiaries and us, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States, exclusive of certain U.S. territories and possessions may be subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the applicable Treasury Regulations recently promulgated thereunder.

For the 2008 tax year, we claimed the benefits of the Section 883 tax exemption for our ship-owning subsidiaries. We expect that our ship-owning subsidiaries will again claim the benefits of Section 883 for the 2009 tax year. However, there are factual circumstances beyond our control that could cause us or any one of our ship-operating companies to fail to qualify for this tax exemption and thereby subject us to U.S. federal income tax on our U.S. source income. For example, we would fail to qualify for exemption under Section 883 of the Code for a particular tax year if shareholders, each of whom owned, actually or under applicable constructive ownership rules, a 5% or greater interest in the vote and value of the outstanding shares of our stock, owned in the aggregate 50% or more of the vote and value of the outstanding shares of our stock, and “qualified shareholders” as defined by the regulations to Section 883 did not own, directly or under applicable constructive ownership rules, sufficient shares in our closely-held block of stock to preclude the shares in the closely-held block that are not so owned from representing 50% or more of the value of our stock for more than half of the number of days during the taxable year. Establishing such ownership by qualified shareholders will depend upon the status of certain of our direct or indirect shareholders as residents of qualifying jurisdictions and whether those shareholders own their shares through bearer share arrangements and will also require these shareholders’ compliance with ownership certification procedures attesting that they are residents of qualifying jurisdictions, and each intermediary’s or other person’s similar compliance in the chain of ownership between us and such shareholders.

On August 12, 2009, we closed on the acquisition of a 50% controlling interest in BET, as further described in the section “Our Business — BET,” which owns a fleet of five vessels. Qualification of the BET fleet for U.S. tax exemption for the 2008 and 2009 tax years has not yet been achieved and depends on approval from the IRS for BET to make an election with the IRS to be treated as a disregarded entity for those tax years. If the IRS does not approve of this election, then the vessels in the BET fleet will be subject to US taxation on their US source income for the 2008 and 2009 tax years. We have entered into an agreement with the parent company of the former 50% owner of BET to indemnify us for any adverse tax consequences to us should the IRS decide not to approve of the election. Further, if the IRS does not approve of this election, we will not qualify under Section 883 of the Code for a US tax exemption on any US source income we receive from the BET vessels for the 2010 tax year onward unless the other 50% owner of the BET vessels also qualifies for a US tax exemption under Section 883.

Due to the factual nature of the issues involved, we can give no assurances on the tax-exempt status of the vessel owning subsidiaries of the BET fleet, that of any of our other subsidiaries, or us. If we or our subsidiaries are not entitled to exemption under Section 883 for any taxable year, we or our subsidiaries could be subject for those years to an effective 4% U.S. federal income tax on the shipping income these companies derive during the year that are attributable to the transport of cargoes to or from the U.S. The imposition of this taxation would have a negative effect on our business and would result in decreased earnings available for distribution to our shareholders.

We, as a non-U.S. company, have elected to comply with the less stringent reporting requirements of the Exchange Act, as a foreign private issuer.

We are a Marshall Islands company, and our corporate affairs are governed by our amended and restated articles of incorporation, the BCA and the common law of the Republic of the Marshall Islands. We provide reports under the Exchange Act as a non-U.S. company with foreign private issuer status. Some of the differences between the reporting obligations of a foreign private issuer and those of a U.S. domestic company are as follows: Foreign private issuers are not required to file their annual report on Form 20-F until six

28

months after the end of each fiscal year while U.S. domestic issuers that are accelerated filers are required to file their annual report of Form 10-K within 75 days after the end of each fiscal year. However, in August 2008, the SEC adopted changes in the content and timing of disclosure requirements for foreign private issuers, including requiring foreign private issuers to file their annual report on Form 20-F no later than four months after the end of each fiscal year, after a three-year transition period. Additionally, other new disclosure requirements that will be added to Form 20-F include disclosure of disagreements with or changes in certifying accountants, and significant differences in corporate governance practices as compared to United States issuers. In addition, foreign private issuers are not required to file regular quarterly reports on Form 10-Q that contain unaudited financial and other specified information.

However, if a foreign private issuer makes interim reports available to shareholders, the foreign private issuer is required to submit copies of such reports to the SEC on a Form 6-K. Foreign private issuers are also not required to file current reports on Form 8-K upon the occurrence of specified significant events. However, foreign private issuers are required to file reports on Form 6-K disclosing whatever information the foreign private issuer has made or is required to make public pursuant to its home country’s laws or distributes to its shareholders and that is material to the issuer and its subsidiaries. Foreign private issuers are also exempt from the requirements under the U.S. proxy rules prescribing the content of proxy statements and annual reports to shareholders. Although the Nasdaq Stock Market does require that a listed company prepare and deliver to shareholders annual reports and proxy statements in connection with all meeting of shareholders, these documents will not be required to comply with the detailed content requirements of the SEC’s proxy regulations. Officers, directors and 10% or more shareholders of foreign private issuers are exempt from requirements to file Forms 3, 4 and 5 to report their beneficial ownership of the issuer’s common stock under Section 16(a) of the Exchange Act and are also exempt from the related short-swing profit recapture rules under Section 16(b) of the Exchange Act. Foreign private issuers are also not required to comply with the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information.

In addition, as a foreign private issuer, we are exempt from, and you may not be provided with the benefits of, some of the Nasdaq Stock Market corporate governance requirements, including that:

•  a majority of our board of directors must be independent directors;

•  the compensation of our chief executive officer must be determined or recommended by a majority of the independent directors or a compensation committee comprised solely of independent directors;

•  our director nominees must be selected or recommended by a majority of the independent directors or a nomination committee comprised solely of independent directors; and

•  certain issuances of 20% or more of our common stock must be subject to shareholder approval.

As a result, our independent directors may not have as much influence over our corporate policy as they would if we were not a foreign private issuer.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S. company.

We are a holding company and will depend on the ability of our subsidiaries to distribute funds to us in order to satisfy financial obligations or to make dividend payments.

We are a holding company and our subsidiaries, all of which are, or upon their formation will be, wholly owned by us either directly or indirectly, conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our wholly owned subsidiaries. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, our board of directors may exercise its discretion not to pay dividends.

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You may experience dilution as a result of the exercise of our Warrants and issuance of our common stock upon meeting certain EBITDA thresholds.

We have 38,984,667 warrants to purchase shares of our common stock issued and outstanding at an exercise price of $6.50 per share. In addition, we have assumed Seanergy Maritime’s obligation to issue 1,000,000 shares of common stock and warrants to purchase 1,000,000 shares of our common stock under the unit purchase option it granted the underwriter in its initial public offering at an exercise price of $12.50 per unit. We are also required to issue up to 4,308,075 shares of our common stock contingent upon meeting certain EBITDA thresholds as of September 30, 2009. As a result, you may experience dilution if our outstanding warrants, the underwriter’s unit purchase option or the warrants underlying the underwriter’s unit purchase option are exercised, or the EBITDA threshold is met.

The Restis affiliate shareholders hold approximately 80.16% of our outstanding common stock and the founding shareholders of Seanergy Maritime hold approximately 11.40% of our outstanding common stock. If we achieve certain earnings targets, the Restis affiliate shareholders may receive an additional 4,308,075 shares of our common stock within the next month. This may limit your ability to influence our actions.

As of October 15, 2009, the total ownership of the Restis family, not including shares issuable upon exercise of warrants exercisable within 60 days or shares that may be issued upon meeting certain EBITDA targets, in Seanergy was 80.16% (or 39.36% after giving effect to the issuance of shares in the offering but assuming the underwriter does not exercise it overallotment option).

The Restis affiliate shareholders own approximately 80.16% (or 39.36% after giving effect to the issuance of shares in the offering but assuming the underwriter does not exercise it overallotment option) of our outstanding common stock (including 70,000 shares of common stock owned by Argonaut SPC, a fund whose investment manager is an affiliate of members of the Restis family), or approximately 45.92% (or 36.45% after giving effect to the issuance of shares in the offering but assuming the underwriter does not exercise it overallotment option) of our outstanding capital stock on a fully diluted basis, assuming exercise of all outstanding Warrants. Assuming issuance of the earn-out shares, which we expect will occur, the Restis affiliate shareholders will own approximately 82.73% (or 43.49% after giving effect to the issuance of shares in the offering but assuming the underwriter does not exercise it overallotment option) of our outstanding common stock, or approximately 49.06% (or 34.94% after giving effect to the issuance of shares in the offering but assuming the underwriter does not exercise it overallotment option) of our outstanding common stock on a fully diluted basis, assuming exercise of all outstanding Warrants. The founding shareholders of Seanergy Maritime own approximately 11.40% (or 5.60% after giving effect to the issuance of shares in the offering but assuming the underwriter does not exercise it overallotment option) of our outstanding common stock, or 15.23% (or 10.85% after giving effect to the issuance of shares in the offering but assuming the underwriter does not exercise it overallotment option) of our outstanding capital stock on a fully diluted basis, assuming exercise of all outstanding warrants and issuance of the earn-out shares. In addition, we have entered into the Voting Agreement with the Restis affiliate shareholders and the founding shareholders of Seanergy Maritime whereby the Restis affiliate shareholders and founding shareholders jointly nominate our board of directors. Collectively, the parties to the Voting Agreement own 91.56% (or 44.96% after giving effect to the issuance of shares in the offering but assuming the underwriter does not exercise it overallotment option) of our outstanding common stock, or approximately 64.29% (or 45.79% after giving effect to the issuance of shares in the offering but assuming the underwriter does not exercise it overallotment option) on a fully diluted basis, assuming exercise of all outstanding warrants and issuance of the earn-out shares. Our major shareholders have the power to exert considerable influence over our actions and matters which require shareholder approval, which limits your ability to influence our actions.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future and other statements other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about our:

•  our future operating or financial results;

•  our financial condition and liquidity, including our ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;

•  our ability to pay dividends in the future;

•  dry bulk shipping industry trends, including charter rates and factors affecting vessel supply and demand;

•  future, pending or recent acquisitions, business strategy, areas of possible expansion, and expected capital spending or operating expenses;

•  the useful lives and changes in the value of our vessels and their impact on our compliance with loan covenants;

•  availability of crew, number of off-hire days, dry-docking requirements and insurance costs;

•  global and regional economic and political conditions;

•  our ability to leverage Safbulk’s and EST’s relationships and reputation in the dry bulk shipping industry;

•  changes in seaborne and other transportation patterns;

•  changes in governmental rules and regulations or actions taken by regulatory authorities;

•  potential liability from future litigation and incidents involving our vessels;

•  acts of terrorism and other hostilities; and

•  other factors discussed in the section titled “Risk Factors.”

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

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PER MARKET SHARE INFORMATION

The table below sets forth, for the calendar periods indicated, the high and low sales prices on the American Stock Exchange or the Nasdaq Stock Market for our common stock, warrants and units, as applicable:

	Common Stock				Warrants				Units*
	High		Low		High		Low		High		Low
Annual highs and lows
2007	$	9.67	$	9.26	$	1.66	$	1.13	$	10.94	$	9.83
2008	$	10.00	$	3.15	$	2.62	$	0.11	$	11.90	$	6.50
Quarterly highs and lows
2007
Quarter ended 12/31/2007	$	9.48	$	9.08	$	1.66	$	1.13	$	10.94	$	10.17
2008
Quarter ended 03/31/2008	$	9.48	$	9.01	$	1.35	$	0.37	$	10.61	$	9.45
Quarter ended 06/30/2008	$	10.00	$	9.15	$	2.62	$	0.42	$	12.31	$	9.47
Quarter ended 09/30/02008	$	10.00	$	7.21	$	2.50	$	0.75	$	11.90	$	8.70
Quarter ended 12/31/2008	$	8.55	$	3.15	$	0.92	$	0.11	$	9.10	$	6.50
2009
Quarter ended 3/31/2009**	$	5.35	$	3.68	$	0.22	$	0.06		N/A		N/A
Quarter ended 6/30/2009**	$	4.50	$	3.25	$	0.28	$	0.08		N/A		N/A
Monthly highs and lows
2009
April 2009**	$	3.89	$	3.25	$	0.14	$	0.08		N/A		N/A
May 2009**	$	4.25	$	3.49	$	0.20	$	0.14		N/A		N/A
June 2009**	$	4.50	$	3.41	$	0.28	$	0.18		N/A		N/A
July 2009**	$	4.39	$	3.56	$	0.28	$	0.25		N/A		N/A
August 2009**	$	4.94	$	3.98	$	0.24	$	0.20		N/A		N/A
September 2009**	$	4.80	$	4.01	$	0.28	$	0.18		N/A		N/A

*

Seanergy Maritime’s common stock, warrants and units were previously listed on the American Stock Exchange. On October 15, 2008, Seanergy Maritime’s common stock and warrants commenced trading on the Nasdaq Stock Market. Seanergy Maritime’s units were separated prior to being listed on the Nasdaq Stock Market and, therefore, were not listed on the Nasdaq Stock Market. Seanergy Maritime’s units stopped trading on the American Stock Exchange on October 14, 2008 and were not listed on the Nasdaq Stock Market.

**

Following the dissolution of Seanergy Maritime, our common stock started trading on the Nasdaq Stock Market on January 28, 2009.

Dividend Policy

Prior to the consummation of our business combination, we paid quarterly dividends equal to each shareholder’s pro rata share of the interest income earned on the Seanergy Maritime Trust Account. Following the business combination, in light of a lower freight environment and a highly challenging financing environment that has resulted in a substantial decline in the international shipping industry, our board of directors, beginning in February 4, 2009, suspended the cash dividend on our common stock. Our dividend policy will be assessed by our board of directors from time to time; however, it is unlikely that we will reinstate the payment of dividends until market conditions improve. Further, the waiver we have received from Marfin relating to our loan covenant restricts our ability to pay dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Seanergy Maritime and Seanergy — Recent

32

Developments.” Therefore, there can be no assurance that, if we were to determine to resume paying cash dividends, Marfin would provide any required consent.

USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $      from this offering, assuming that the underwriters’ over-allotment option is not exercised and after deducting underwriting discounts and commissions and offering expenses, based on $      per share, which was the closing price of our common stock on          , 2009.

We intend to use the net proceeds of this offering to purchase additional vessels and for general working capital purposes.

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2009:

•  on a historical basis without any adjustment to reflect subsequent events;

•  as adjusted to reflect the conversion of the convertible promissory note in the principal amount of $28,250,000 into 6,585,868 shares of our common stock; and

•  on an as further adjusted basis for the sale of 30,000,000 shares at an assumed offering price of $      per share, which is the last reported closing price of our common stock on          , 2009, net of underwriters’ discounts and commissions, offering expenses, and after receipt and application of net proceeds.

Other than as set forth in the “As Adjusted” column, there have been no material changes in our capitalization since June 30, 2009.

				As	As Further
	Historical			Adjusted	Adjusted
	(In thousands)
Debt:
Convertible promissory note payable to Restis family	$	28,710		$	$
Long-term revolving credit financing (secured)		54,845
Long-term term facility financing (secured), including current portion of $23,250		142,500
Total debt	$	226,055		$	$
Shareholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued	$	—		$	$
Common stock, $0.0001 par value, authorized — 200,000,000 shares; issued and outstanding — 22,361,227 shares actual, 28,947,095 shares as adjusted and           shares as further adjusted		2
Additional paid-in capital		166,361
Accumulated deficit		(15,515	)
Total shareholders’ equity	$	150,848		$	$
Total capitalization	$	376,903		$	$

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering. Dilution results from the fact that the per-share offering price of the common stock is greater than the net tangible book value per share for the common stock outstanding before this offering.

At June 30, 2009, we had net tangible book value of $     , or $      per share. As of August 12, 2009, we acquired a controlling interest in BET and on August 19, 2009, the holders of the Note converted all principal, accrued but unpaid interest and fees due on the Note into 6,585,868 shares of our common stock. As a result of such acquisition, and such conversion and the satisfaction of the obligations under the Note but without giving effect to any other changes in our total tangible assets and total liabilities, as of June 30, 2009, we had as adjusted net tangible book value of $      or $      per share. After giving effect to the issuance of           shares of common stock in this offering at an offering price of $      per share, the pro forma net tangible book value and proforma as adjusted net tangible book value at June 30, 2009 would have been $      or $     , respectively, or $      per share or $      per share, respectively. This represents an immediate appreciation in net tangible book value at June 30, 2009 of $      per share or $     , respectively, to existing shareholders and an immediate dilution of the net tangible book value and adjusted net tangible value of $      per share or $     , respectively, to new investors. The following table illustrates the pro forma per share dilution and appreciation at June 30, 2009.

		Adjusted as of
	June 30, 2009	June 30, 2009(2)
Assumed offering price per share in this offering
Net tangible book value per share
Increase in net tangible book value per share attributable to new investors in this offering
Pro forma net tangible book value per share after giving effect to this Offering
Dilution per share to the new investors(1)

(1)

Each $1.00 increase (decrease) in the assumed public offering price of $      per share would increase (decrease) our as adjusted net tangible book value by $      million, or $      per share, and increase (decrease) dilution in net tangible book value per share to investors in this offering by $      per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions, and offering expenses. The information in the table above is illustrative only, and following the completion of this offering, our capitalization will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

(2)

Represents the dilution and appreciation as of June 30, 2009 after giving effect to the acquisition of a controlling interest in BET, and conversion of the Note and issuance of shares of our common stock.

Net tangible book value per share of our common stock is determined by dividing our tangible net worth, which consists of tangible assets less liabilities, by the number of shares of our common stock outstanding. Dilution is determined by subtracting the net tangible book value per share of common stock after this offering from the public offering price per share. Dilution per share to new investors would be $      if the underwriters exercise in full their over-allotment option.

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The following table summarizes, on a pro forma basis and on a proforma as adjusted basis as of June 30, 2009, the differences between the number of shares of common stock acquired from us, the total amount paid and the average price per share paid by the existing holders of shares of common stock and by the investors in this offering based upon the price of $      per share, which was the closing price of our common stock on          , 2009.

	Pro Forma Shares				Average
	Outstanding		Total Consideration		Price per
	Number	Percentage	Amount	Percentage	Share
Existing shareholders
Shareholders of shares issued upon conversion of Note
New investors
Total

Each $1.00 increase (decrease) in the assumed public offering price of $      per share would increase (decrease) total consideration paid by new investors and total consideration paid by all shareholders by $      million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. The information in the table above is illustrative only, and following the completion of this offering, will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

If the underwriters exercise their over-allotment option in full, the following will occur:

•  the pro forma percentage of shares of our common stock held by existing shareholders will decrease to approximately     % of the total number of pro forma shares of our common stock outstanding after this offering; and

•  the number of shares of our common stock held by new investors will increase to          , or approximately     % of the total number of shares of our common stock outstanding after this offering.

The information in the table above excludes (as of September 9, 2009):

A. 38,984, 667 shares of common stock reserved for issuance upon the exercise of outstanding warrants.

B. 2,000,000 shares of common stock reserved for issuance upon the exercise of the unit purchase option sold to the lead underwriter in the initial public offering of our predecessor, which unit purchase option expires September 24, 2012, as follows:

•  1,000,000 shares of common stock included in the units issuable upon exercise of the option at an exercise price of $12.50 per unit;

•  1,000,000 shares of common stock issuable for $6.50 per share upon exercise of the warrants underlying the units issuable upon exercise of the option;

C. 4,308,075 shares issuable to certain Restis affiliate shareholders if we achieve certain EBITDA targets; and

D. shares that may be issued pursuant to the underwriters’ over-allotment option.

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SELECTED FINANCIAL DATA

The following selected historical statement of operations and balance sheet data were derived from the audited financial statements and accompanying notes for the years ended December 31, 2008 and 2007 and for the period from August 15, 2006 (Inception) to December 31, 2006 and the unaudited financial statements and accompanying notes for the three and six months ended June 30, 2009 and 2008, included elsewhere in this prospectus. The information is only a summary and should be read in conjunction with the financial statements and related notes included elsewhere in this prospectus and the sections entitled, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations For Seanergy Maritime and Seanergy.” The historical data included below and elsewhere in this prospectus is not necessarily indicative of our future performance.

Since our vessel operations began upon the consummation of our business combination we cannot provide a meaningful comparison of our results of operations for the three and six months ended June 30, 2009 and June 30, 2008 or for the year ended December 31, 2008 to December 31, 2007. During the period from our inception to the date of our business combination, we were a development stage enterprise.

All amounts in the tables below are in thousands of U.S. dollars, except for share data, fleet data and average daily results.

																			From
																			Inception
							Six Months												(August 15,
	Three Months Ended						Ended						Years Ended						2006) to
	June 30,						June 30,						December 31,						December 31,
	2009			2008			2009			2008			2008			2007			2006
Statement of Operations Data:
Vessel revenue — related party, net		22,067			—			48,309			—			34,453			—			—
Direct voyage expenses		(292	)		—			(438	)		—			(151	)		—			—
Vessel operating expense		(3,010	)		—			(5,821	)		—			(3,180	)					—
Voyage expenses — related party		(283	)		—			(619	)		—			(440	)					—
Management fees — related party		(315	)		—			(617	)		—			(388	)					—
General and administration expenses		(1,285	)		(137	)		(2,141	)		(597	)		(1,840	)		(445	)		(5	)
General and administration expenses — related party		(482	)		—			(1,021	)		—			(430	)		—			—
Depreciation		(7,758	)		—			(15,430	)		—			(9,929	)		—			—
Goodwill impairment loss		—			—			—			—			(44,795	)		—			—
Vessels’ impairment loss		—			—			—			—			(4,530	)
Interest income — money market fund		116			1,057			256			2,612			3,361			1,948			1
Interest and finance costs		(1,354	)		—			(2,819	)		—			(4,077	)		(58	)		—
Foreign currency exchange (losses), net		(56	)		—			(55	)		—			(39	)		—			—
Net income (loss)		7,167			920			19,283			2,015			(31,985	)		1,445			(4	)

	June 30,		December 31,
	2009		2008		2007		2006
Balance Sheet Data:
Total current assets		48,198		29,814		235,213		376
Vessels, net		330,202		345,622		—		—
Total assets		383,025		378,202		235,213		632
Total current liabilities, including current portion of long-term debt		28,389		32,999		5,995		611
Long-term debt, net of current portion		203,788		213,638		—		—
Total shareholders’ equity		150,848		131,565		148,369		20

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR SEANERGY MARITIME AND SEANERGY

You should read the following discussion and analysis of our consolidated financial condition and results of operations together with our consolidated financial statements and notes thereto that appear elsewhere in this prospectus. Seanergy’s consolidated financial statements have been prepared in conformity with US GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements.

The historical consolidated financial results of Seanergy described below are presented in United States dollars.

Overview

We are an international provider of dry bulk marine transportation services that was incorporated in the Marshall Islands on January 4, 2008. We were initially formed as a wholly owned subsidiary of Seanergy Maritime Corp., or Seanergy Maritime, which was incorporated in the Marshall Islands on August 15, 2006, as a blank check company created to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses in the maritime shipping industry or related industries. Seanergy Maritime began operations on August 28, 2008 after the closing of our business combination.

The business combination was accounted for under the purchase method of accounting and accordingly the assets (vessels) acquired have been recorded at their fair values. No liabilities were assumed nor were other tangible assets acquired. The results of the vessel operations are included in our consolidated statement of operations from August 28, 2008.

The aggregate acquisition cost, including direct acquisition costs, amounted to $404,876,000. The fair value of our tangible assets acquired as of August 28, 2008 amounted to $360,081,000. The premium (non tax deductible goodwill) over the fair value of our vessels acquired amounting to $44,795,000 arose resulting from the decline in the market value of the vessels between the date of entering into the agreements to purchase the business (May 20, 2008) and the actual business combination date (August 28, 2008). There were no other identifiable assets or liabilities.

We performed our annual impairment testing of goodwill as at December 31, 2008. The current economic and market conditions, including the significant disruptions in the global credit markets, are having broad effects on participants in a wide variety of industries. Since September 2008, the charter rates in the dry bulk charter market have declined significantly, and dry bulk vessel values have also declined. A charge of $44,795,000 was recognized in 2008, as a result of the impairment tests performed on goodwill at December 31, 2008.

On January 27, 2009, our parent company was liquidated and dissolved and we became its successor. We distributed to each holder of common stock of Seanergy Maritime one share of our common stock for each share of Seanergy Maritime common stock owned by the holder and all outstanding warrants of Seanergy Maritime concurrently become our obligation.

Since our vessel operations began upon the consummation of our business combination in August 2008, we cannot provide a meaningful comparison of our results of operations for the year ended December 31, 2008 to December 31, 2007. During the period from our inception to the date of our business combination we were a development stage enterprise.

As of June 30, 2009, we operated a total fleet of six vessels, consisting of two Panamax vessels, one Handymax vessel, one Handysize vessel and two Supramax vessels. Of these six vessels, three were delivered on August 28, 2008 and the remaining three in September 2008. As of June 30, 2009, our operating fleet had a combined carrying capacity of 316,676 dwt and an average age of approximately 11 years. As a result of the BET acquisition, we now control and operate 11 dry bulk carriers, including four Capesize vessels and one

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Panamax vessel owned by BET. These ships have a combined carrying capacity of 1,043,296 dwt and an average age of approximately 13 years, out of an expected useful life of 25 years.

We generate revenues by charging customers for the transportation of dry bulk cargo using our vessels. Nine of our vessels are currently employed under time charters. Seven of our charters are with SAMC, a company affiliated with members of the Restis family. A time charter is a contract for the use of a vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, but the vessel owner pays the vessel operating expenses.

Recent Developments

Vessel employment and charter rates:

The Baltic Dry Index, a daily average of charter rates in 26 shipping routes measured on a time charter and voyage basis and covering dry bulk carriers, fell 94.4% from a peak of 11,793 in May 2008 to a low of 663 in December 2008. It has since risen to 2,429 as of August 8, 2009. The Baltic Handymax Index fell 92.1% from a peak of 3,407 in May 2008 to a low of 268 in December 2008. It has since risen 88% as of September 7, 2009. The Baltic Capesize Index fell 95% from a peak of 19,687 in June 2008 to a low of 830 in December 2008. It has since risen to 3,595 as of September 7, 2009. The steep decline in charter rates is due to various factors, including the lack of trade financing for purchases of commodities carried by sea, which has resulted in a significant decline in cargo shipments, and the excess supply of iron ore in China, which has resulted in falling iron ore prices and increased stockpiles in Chinese ports. While we expect that charter rates will gradually recover as economic activity improves during the course of the year, those vessels that are redelivered to us earlier in the year are expected to receive lower charter rates.

A prolonged period of extremely low charter rates may lead owners to face difficulties in meeting their cash flow obligations, and they may seek to find mutual accommodations with charterers in which charterers may pay lower charter rates over a longer period of time. Depending on their overall financial condition, some weaker owners may not be able to service their debt obligations, which may cause them to cease operations or seek protection from creditors.

Pursuant to addenda dated July 24, 2009 to the individual charter party agreements dated May 26, 2008 between SAMC and each of Martinique Intl. Corp. (vessel Bremen Max) and Harbour Business Intl. Corp. (vessel Hamburg Max), SAMC agreed to extend the existing charter parties for the Bremen Max and the Hamburg Max. Pursuant to the terms of the addendum, each vessel will be chartered for a period of between 11-13 months, at the charterer’s option. The charters commenced on July 27, 2009 and August 12, 2009, respectively. The daily gross charter rates paid by SAMC is $15,500 for each of the Bremen Max and the Hamburg Max, which will generate revenues of approximately $12.7 million. All charter rates are inclusive of a commission of 1.25% payable to Safbulk as commercial broker and 2.5% to SAMC as charterer. SAMC sub-charters these vessels in the market and takes the risk that the rate it receives is better than the period rate it is paying Seanergy.

On July 14, 2009, the African Oryx and the African Zebra were chartered for a period of 22 to 25 months at charter rates equal to $7,000 per day and $7,500 per day, respectively. Seanergy is also entitled to receive a 50% adjusted profit share calculated on the average spot Time Charter Routes derived from the Baltic Supramax.

Following the expiration of its charter party agreements in September 2009, the Davakis G and the Delos Ranger are chartered in the spot market until such time as we find suitable time charters for these vessels.

Pursuant to charter party agreements dated August 31, 2006, each of the BET Commander and the BET Prince were chartered for daily charter rates of $22,000 and $19,000, respectively, for charters expiring in October 2009 and November 2009, respectively. Upon expiration of these charters, pursuant to charter party agreements dated as of July 7, 2009, the BET Commander and the BET Prince will be chartered to SAMC at daily charter rates of $24,000 and $25,000, respectively, for charters expiring in December 2011 and January 2012, respectively.

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Pursuant to charter party agreements dated as of July 7, 2009, each of the BET Fighter, BET Scouter and the BET Intruder were chartered to SAMC at daily charter rates of $25,000, $26,000 and $15,500, respectively, for charters expiring in September 2011, October 2011 and September 2011, respectively.

All charter rates for the BET fleet are inclusive of a commission of 1.25% payable to Safbulk as commercial broker and 2.5% to SAMC as charterer. SAMC sub-charters these vessels in the market and takes the risk that the rates it receives are better than the period rates it is paying BET.

We cannot predict whether our charterers will, upon the expiration of their charters, re-charter our vessels on favorable terms or at all. This decision is likely to depend upon prevailing charter rates in the months prior to charter expiration. If our charterers decide not to re-charter our vessels, we may not be able to re-charter them on similar terms. In the future, we may employ vessels in the spot market, which is subject to greater rate fluctuation than the time charter market. If we receive lower charter rates under replacement charters or are unable to re-charter all of our vessels, our net revenue will decrease.

Despite the recent economic crisis, we are currently able to meet our working capital needs and debt obligations. The current decline in charter rates should not affect our revenue as we have charters locked in for 11 to 13 and 22 to 25 month periods including BET vessels (expiring between October 2009 and September 2011) and, therefore, absent a default by one or more of our charterers, we have contractually secured approximately $107 million of revenues, net of commissions payable to Safbulk and its charterers (as mentioned above), for the period August 1, 2009 to September 22, 2011. Therefore, we have contractually secured 65% of our projected fleet revenue for the period up to December 31, 2011. We will have to make use of our cash flows not committed to the repayment of the term loan, revolving facility and BET loan to meet our financial obligations and put our expansion plans on hold unless new capital is raised from the capital markets, including this offering, or the warrants are exercised in which case we will use capital generated from the capital markets and the warrants for expansion purposes. We make no assurances that funds will be raised through the capital markets or that the warrants will be exercised, or if exercised, the quantity which will be exercised or the period in which they will be exercised. Exercise of the warrants is currently not likely considering current market prices.

BET acquisition:

On August 12, 2009, we closed on the acquisition of a 50% interest in BET from Constellation Bulk Energy Holdings, Inc., which we refer to as the “BET acquisition.” We control BET through our right to appoint a majority of the BET board of directors. The purchase price was $1.00. The stock purchase was accounted for under the purchase method of accounting and accordingly the assets (vessels) owned by BET have been recorded at their fair values. In addition to the vessels, the other assets acquired include $37.75 million in cash and $3.57 million in current receivables. The consolidated financial statements for BET for 2006, 2007 and 2008 appear elsewhere in this prospectus. The fair value of the vessels as of the closing of the acquisition was $126 million and BET owed $143.099 million under its credit facility as of such date. The results of operations of BET will be included in our consolidated statement of operations commencing on August 12, 2009. The financial impact of BET on our results of operations is reflected in the pro forma financial information included in this prospectus. See “Seanergy and BET Unaudited Pro Forma Financial Statements.” The tax considerations related to the BET acquisition are reflected in the “Taxation” section in this prospectus. Our acquisition of an interest in BET was approved by BET’s lenders.

Amendment and conversion of Note:

On August 19, 2009, we amended the Note in the principal amount of $28,250,000 issued to certain Restis affiliate shareholders as nominees for the sellers of the vessels we acquired in our business combination in August 2008. The convertible note was amended to reduce the conversion price of such note to a price equal to the average closing price of our common stock for the five-day period commencing on the date of the amendment, which amounted to $4.45598. As a condition to such amendment, the holders agreed to convert the convertible note immediately. As a result of such conversion, we issued an aggregate of 5,585,868 shares of common stock to the holders and the convertible note was extinguished.

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Increase in authorized stock:

On July 16, 2009, our shareholders approved an amendment to our amended and restated articles of incorporation to increase our authorized common stock to 200,000,000 shares, par value $0.0001 per share. This should provide us additional flexibility to raise equity capital to achieve our business plan.

Loan covenant waivers:

Seanergy’s revolving credit facility is tied to the market value of the vessels and not to the prevailing (spot) market rates. For example, our existing term and revolving credit facilities require that the aggregate market value of the vessels and the value of any additional security must be at least 135% of the aggregate of the outstanding debt financing and any amount available for drawing under the revolving facility less the aggregate amount of all deposits maintained. If the percentage is below 135% then a prepayment of the loans may be required or additional security may be requested. A waiver from Marfin has been received with respect to this clause through July 1, 2010.

Upon lenders’ request, BET must assure its lenders that the aggregate market value of the BET vessels is not less than 125% of the outstanding amount of the BET loan. If the market value of the vessels is less than this amount, the BET subsidiaries may be requested to prepay an amount that will result in the market value of the vessels meeting this requirement or offer additional security to the lenders.

On September 30, 2009, BET entered into a supplemental agreement with Citibank International PLC (as agent for the syndicate of banks and financial institutions set forth in the loan agreement) in connection with the $222,000,000 amortized loan obtained by the six wholly owned subsidiaries of BET, which financed the acquisition of their respective vessels. The material terms of the supplemental agreement with Citibank International PLC are as follows:

(1) the applicable margin for the period between July 1, 2009 and ending on June 30, 2010 (the amendment period) shall be increased to two per cent (2%) per annum;

(2) the borrowers to pay to the agent a restructuring fee of $286,198.91 and a part of the loan in the amount of $20,000,000; and

(3) the borrowers and the corporate guarantor have requested and the creditors consented to:

(a) the temporary reduction of the security requirement during the amendment period to 100%; and

(b) the temporary reduction of the minimum equity ratio requirement of the principal corporate guarantee to be amended from 0.30: 1.0 to 0.175:1.0 during the amendment period at the end of the accounting periods ending on December 31, 2009 and June 30, 2010.

Dry-dock of vessels:

On February 24, 2009, the African Zebra commenced its scheduled dry-docking, which was completed on July 20, 2009 at a cost of $3.2 million. The delay was due to labor strikes in the repairing yard and other unforeseen events. The Hamburg Max commenced its scheduled dry-docking on May 17, 2009, which was completed on June 23, 2009 at a cost of $1.1 million. The cost of our dry-docks in 2009 are expected to total $4.3 million. The African Oryx is scheduled to be dry-docked in October 2010 at an estimated cost of $900,000.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board, or FASB, issued FASB Statement No. 141(R), “Business Combinations,” and FASB Statement No. 160, “Non-controlling Interests in Consolidated Financial Statements — an amendment to ARB No. 51.” FASB Statements No. 141(R) and No. 160 require most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “full fair value” and require non-controlling interests (previously

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referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with non-controlling interest holders. Both Statements are effective for periods beginning on or after December 15, 2008, and earlier adoption is prohibited. FASB Statement No. 141(R) will be applied to business combinations occurring after the effective date. FASB Statement No. 160 will be applied prospectively to all non-controlling interests, including any that arose before the effective date. The adoption of FASB Statement No. 160 did not impact our financial position and results of operations. These Statements affect our acquisitions consummated after January 1, 2009.

In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133.” FASB Statement No. 161 amends and expands the disclosure requirements of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The objective of FASB Statement No. 161 is to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. FASB Statement No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. FASB Statement No. 161 applies to all derivative financial instruments, including bifurcated derivative instruments (and non derivative instruments that are designed and qualify as hedging instruments pursuant to paragraphs 37 and 42 of FASB Statement No. 133) and related hedged items accounted for under FASB Statement No. 133 and its related interpretations. FASB Statement No. 161 also amends certain provisions of FASB Statement No. 131. FASB Statement No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. FASB Statement No. 161 encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of FASB Statement No. 161 did not have any impact on our financial statement presentation or disclosures.

In May 2009, the FASB issued FASB Statement No. 165, “Subsequent Events.” FASB Statement No. 165 requires entities to disclose the date through which they have evaluated subsequent events and whether the date corresponds with the release of their financial statements. This statement is effective for interim and annual periods ending after June 15, 2009. FASB Statement No. 165 did not have any effect in our financial statements.

In June 2009, the FASB issued FASB Statement No. 167, “Amendments to FASB Interpretation No. 46(R),” amending the consolidation guidance for variable-interest entities under FIN 46(R). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. Calendar year-end companies will have to apply FASB Statement No. 167 as of January 1, 2010. We are in the process of evaluating the effect of this standard in our financial statements.

In June 2009, the FASB issued FASB Statement No. 168, the FASB accounting standards codification and the hierarchy of Generally Accepted Accounting Principles. FASB Statement No. 168 will become the single source of authoritative nongovernmental GAAP, superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting literature. FASB Statement No. 168 reorganizes hundreds of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections. FASB Statement No. 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. This will have an impact on our financial statements since all future references to authoritative accounting literature will be references in accordance with FASB Statement No. 168.

In June 2008, the FASB ratified EITF 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 addresses the determination of whether a

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financial instrument (or an embedded feature) is indexed to an entity’s own stock. EITF 07-5 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. We have determined that our warrants are indexed to our own stock and equity classified and therefore the adoption of this standard did not have an effect on our financial statements.

FSP APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” FSP APB 14-1 requires issuers of convertible debt that may be settled wholly or partly in cash upon conversion to account for the debt and equity components separately. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those years and must be applied retrospectively to all periods presented. Early adoption is prohibited. The application of FSP APB 14-1 did not have any effect on our financial statements.

In April 2009, the FASB issued three related FSPs to clarify the application of FASB Statement No. 157 to fair-value measurements in the current economic environment, modify the recognition of other-than-temporary impairments of debt securities, and require companies to disclose the fair values of financial instruments in interim periods. The final Staff Positions are effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, if all three Staff Positions or both the fair-value measurements and other-than-temporary impairment Staff Positions are adopted simultaneously. These are FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability has Significantly Decreased and Identifying Transactions That Are Not Orderly,” FSP No. 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” and FSP No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments.” The application of these FSPs did not have a material effect on our financial statements.

FASB Staff Position No. FAS 157-4 provides guidance on how to determine the fair value of assets and liabilities under FASB Statement No. 157 in the current economic environment and re-emphasizes that the objective of a fair-value measurement remains an exit price. It does not change the requirements on the use of Level 1 inputs, which are defined in that Statement as quoted prices for an identical asset or liability in an active market. It provides guidance to determine whether there has been a significant decrease in the volume and level of activity of the market when compared with “normal” market activity, the objective of which is to determine the point within the range of fair value estimates that is most representative of fair value under current market conditions FASB Staff Position FAS No. 115-2 and FAS 124-2 modify the requirements for recognizing other-than-temporarily impaired debt securities and significantly changes the existing impairment model for such securities. It also modifies the presentation of other-than-temporary impairment losses and increases the frequency of and expands already required disclosures about other-than-temporary impairment for debt and equity securities. The requirements on recognition apply to debt securities that are classified as available for-sale and held-to-maturity that are subject to existing other-than-temporary impairment guidance. Equity securities are not subject to the Staff Position’s requirements on recognition.

FASB Staff Position FAS 107-1 and APB 28-1 requires public companies to disclose the fair value of financial instruments within the scope of FASB Statement 107 in interim financial statements, adding to the current annual disclosure requirements, except with respect to concentration of credit risks of all financial instruments. It also adds a requirement for discussion of changes, if any, in the method used and significant assumptions made during the period.

Critical Accounting Policies and Estimates

Critical accounting policies are those that reflect significant judgments or uncertainties and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting policies, because they generally involve a comparatively higher degree of judgment in their application.

Business combination — allocation of the purchase price in a business combination

On August 28, 2008, we completed our business combination. The acquisition was accounted for under the purchase method of accounting and accordingly, the assets acquired have been recorded at their fair values.

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No liabilities were assumed or other tangible assets acquired. The results of operations are included in the consolidated statement of operations from August 28, 2008. The consideration paid for the business combination has been recorded at fair value at the date of acquisition and forms part of the cost of the acquisition. Total consideration for the business combination was $404,876,000, including direct transaction costs of $8,802,000, and excluding the contingent earn-out component.

The allocation of the purchase price to the assets acquired on the date of the business combination is a critical area due to the subjectivity involved in identifying and allocating the purchase price to intangible assets acquired. As at the date of the business combination, the fair value of the vessels was determined to be $360,081,000. No additional identifiable intangibles were identified and the difference of $44,795,000 was assigned to goodwill. Areas of subjectivity included whether there were any values associated with intangible assets such as customer relationships, right of first refusal agreements and charter agreements.

On August 12, 2009, we completed our business acquisition of 50% of BET. The acquisition was accounted for under the purchase method of accounting and accordingly, the assets and liabilities acquired have been recorded at their fair values. The results of operations are included in the proforma consolidated statement of operations as if the acquisition had occurred at January 1, 2008. The consideration paid for the business acquisition has been recorded at fair value at the date of acquisition and forms part of the cost of the acquisition.

As at the date of the business combination, we have preliminarily estimated that the fair value of the vessels is $126 million while the fair value of total assets acquired amounted to $167.5 million and liabilities assumed to $151.8 million.

Impairment of long-lived assets

We apply FASB Statement No. 144 “Accounting for the Impairment or Disposal of Long-lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. Vessels are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognized when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of the long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any impairment loss is measured as the amount by which the carrying amount of the long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. Once an impairment results in a reduction in the carrying value, the carrying value of such an asset cannot thereafter be increased. Fair value is determined based on current market values received from independent appraisers, when available, or from other acceptable valuation techniques such as discounted cash flows models. We recorded an impairment loss of $4,530,000 in 2008. It is considered reasonably possible that continued declines in volumes, charter rates and availability of letters of credit for customers resulting from global economic conditions could significantly impact our future impairment estimates.

Goodwill impairment

We follow FASB Statement No. 142 “Goodwill and Other Intangible Assets”. Goodwill represents the excess of the aggregate purchase price over the fair value of the net identifiable assets acquired in business combinations accounted for under the purchase method. Goodwill is reviewed for impairment at least annually on December 31 in accordance with the provisions of FASB Statement No. 142. The goodwill impairment test is a two-step process. Under the first step, the fair value of the reporting unit is compared to the carrying value of the reporting unit (including goodwill). If the fair value of the reporting unit is less than the carrying value of the reporting unit, goodwill impairment may exist, and the second step of the test is performed. Under the second step, the implied fair value of the goodwill is compared to the carrying value of the goodwill and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the implied fair value of goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation in accordance with FASB Statement No. 141 “Business Combinations”. The residual fair value after this allocation is the implied fair value of the reporting

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unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds it carrying value, step two does not have to be performed. We recorded a goodwill impairment loss of $44,795,000 in 2008. It is considered at least reasonably possible in the near term that any amounts recorded upon achievement of the earn-out in 2009 may be impaired based upon current market conditions.

Vessel depreciation

Depreciation is computed using the straight-line method over the estimated useful lives of the vessels, after considering the estimated salvage value. Each vessel’s salvage value is equal to the product of its lightweight tonnage and estimated scrap rate. Management estimates the useful lives of our vessels to be 25 years from the date of initial delivery from the shipyard. Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful lives. However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, its useful life is adjusted to end at the date such regulations become effective. We constantly evaluate the useful life of our fleet based on market factors and specific facts and circumstances applicable to each vessel.

The estimated salvage value at December 31, 2008 was $270 per light weight ton.

The above four policies are considered to be critical accounting policies because assessments need to be made due to the shipping industry being highly cyclical experiencing volatility in profitability, and changes in vessel value and fluctuations in charter rates resulting from changes in the supply and demand for shipping capacity. At present, the dry bulk market is affected by the current international financial crisis which has slowed down world trade and caused drops in charter rates. The lack of financing, global steel production cuts and outstanding agreements between iron ore producers and Chinese industrial customers have temporarily brought the market to a stagnation. In addition, there are significant assumptions used in applying these policies such as possible future new charters, future charter rates, future on-hire days, future market values and the time value of money. Consequently, actual results could differ from these estimates and assumptions used and we may need to review such estimates and assumptions in future periods as underlying conditions, prices and other mentioned variables change. Our results of operations and financial position in future periods could be significantly affected upon revision of these estimates and assumptions or upon occurrence of events. Due to the different scenarios under which such changes could occur, it is not practical to quantify the range and possible effects of such future changes in our financial statements.

Dry-docking costs

There are two methods that are used by the shipping industry to account for dry-dockings; first, the deferral method, whereby specific costs associated with a dry-docking are capitalized when incurred and amortized on a straight-line basis over the period to the next scheduled dry-dock; and second, the direct expensing method, whereby dry-docking costs are expensed in the period incurred. We use the deferral method of accounting for dry-dock expenses. Under the deferral method, dry-dock expenses are capitalized and amortized on a straight-line basis until the date that the vessel is expected to undergo its next dry-dock. We believe the deferral method better matches costs with revenue. We use judgment when estimating the period between dry-docks performed, which can result in adjustments to the estimated amortization of dry-dock expense, the duration of which depends on the age of the vessel and the nature of dry-docking repairs the vessel will undergo. We expect that our vessels will be required to be dry-docked approximately every 2.5 years in accordance with class requirements for major repairs and maintenance. Costs capitalized as part of the dry-docking include actual costs incurred at the dry-dock yard and parts and supplies used in undertaking the work necessary to meet class requirements.

Variable interest entities

We evaluate our relationships with other entities to identify whether they are variable interest entities and to assess whether we are the primary beneficiary of such entities. If it is determined that we are the primary

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beneficiary, that entity is included in our consolidated financial statements. We did not participate in any variable interest entity.

Important Measures for Analyzing Results of Operations Following the Vessel Acquisition

We believe that the important non-GAAP measures and definitions for analyzing our results of operations consist of the following:

•  Ownership days.  Ownership days are the total number of calendar days in a period during which we owned each vessel in our fleet. Ownership days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of expenses recorded during that period.

•  Available days.  Available days are the number of ownership days less the aggregate number of days that our vessels are off-hire due to major repairs, dry-dockings or special or intermediate surveys. The shipping industry uses available days to measure the number of ownership days in a period during which vessels should be capable of generating revenues.

•  Operating days.  Operating days are the number of available days in a period less the aggregate number of days that vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

•  Fleet utilization.  Fleet utilization is determined by dividing the number of operating days during a period by the number of ownership days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for any reason excluding scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys.

•  Off-hire.  The period a vessel is unable to perform the services for which it is required under a charter.

•  Time charter.  A time charter is a contract for the use of a vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port costs, canal charges and fuel expenses. The vessel owner pays the vessel operating expenses, which include crew wages, insurance, technical maintenance costs, spares, stores and supplies and commissions on gross voyage revenues. Time charter rates are usually fixed during the term of the charter. Prevailing time charter rates do fluctuate on a seasonal and year-to-year basis and may be substantially higher or lower from a prior time charter agreement when the subject vessel is seeking to renew the time charter agreement with the existing charterer or enter into a new time charter agreement with another charterer. Fluctuations in time charter rates are influenced by changes in spot charter rates.

•  TCE.  Time charter equivalent or TCE rates are defined as our time charter revenues less voyage expenses during a period divided by the number of our Operating days during the period, which is consistent with industry standards. Voyage expenses include port charges, bunker (fuel oil and diesel oil) expenses, canal charges and commissions.

Revenues

Our revenues were driven primarily by the number of vessels we operated, the number of operating days during which our vessels generated revenues, and the amount of daily charter hire that our vessels earned under charters. These, in turn, were affected by a number of factors, including the following:

•  The nature and duration of our charters;

•  The amount of time that we spent repositioning our vessels;

•  The amount of time that the Company’ vessels spent in dry-dock undergoing repairs;

•  Maintenance and upgrade work;

•  The age, condition and specifications of our vessels;

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•  The levels of supply and demand in the dry bulk carrier transportation market; and

•  Other factors affecting charter rates for dry bulk carriers under voyage charters.

A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount. Under voyage charters, voyage expenses such as port, canal and fuel costs are paid by the vessel owner. A time charter trip and a period time charter or period charter are generally contracts to charter a vessel for a fixed period of time at a set daily rate. Under time charters, the charterer pays voyage expenses. Under both types of charters, the vessel owners pay for vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs. The vessel owners are also responsible for each vessel’s dry-docking and intermediate and special survey costs.

Vessels operating on period time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market for single trips during periods characterized by favorable market conditions.

Vessels operating in the spot charter market generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in dry bulk rates. Spot charters also expose vessel owners to the risk of declining dry bulk rates and rising fuel costs. Our vessels were chartered on period time charters during the year ended December 31, 2008. None of our vessels operated in the spot market during the year ended December 31, 2008 or six month period ended June 30, 2009.

A standard maritime industry performance measure is the “time charter equivalent” or “TCE.” TCE rates are defined as our time charter revenues less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards. Voyage expenses include port charges, bunker (fuel oil and diesel oil) expenses, canal charges and commissions. Our average TCE rate for 2008 and the six months ended June 30, 2009 was $49,362 and $51,982, respectively.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Vessel operating expenses generally represent costs of a fixed nature. Some of these expenses are required, such as insurance costs and the cost of spares.

Depreciation

Depreciation is computed using the straight-line method over the estimated useful lives of the vessels, after considering the estimated salvage value. Each vessel’s salvage value is equal to the product of its lightweight tonnage and estimated scrap rate. Management estimates the useful lives of our vessels to be 25 years from the date of initial delivery from the shipyard. Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful lives. However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, its useful life is adjusted to end at the date such regulations become effective. We constantly evaluate the useful life of our fleet based on market factors and specific facts and circumstances applicable to each vessel.

The estimated salvage value at December 31, 2008 was $270 per light weight ton.

Seasonality

Coal, iron ore and grains, which are the major bulks of the dry bulk shipping industry, are somewhat seasonal in nature. The energy markets primarily affect the demand for coal, with increases during hot summer periods when air conditioning and refrigeration require more electricity and towards the end of the calendar year in anticipation of the forthcoming winter period. The demand for iron ore tends to decline in the summer months because many of the major steel users, such as automobile makers, reduce their level of production significantly during the summer holidays. Grains are completely seasonal as they are driven by the harvest within a climate zone. Because three of the five largest grain producers (the United States of America, Canada

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and the European Union) are located in the northern hemisphere and the other two (Argentina and Australia) are located in the southern hemisphere, harvests occur throughout the year and grains require dry bulk shipping accordingly.

Principal Factors Affecting Our Business

The principal factors that affected our financial position, results of operations and cash flows included the following:

•  Number of vessels owned and operated;

•  Charter market rates and periods of charter hire;

•  Vessel operating expenses and direct voyage costs, which were incurred in both U.S. Dollars and other currencies, primarily Euros;

•  Depreciation expenses, which are a function of vessel cost, any significant post-acquisition improvements, estimated useful lives, estimated residual scrap values, and fluctuations in the market value of our vessels;

•  Financing costs related to indebtedness associated with the vessels; and

•  Fluctuations in foreign exchange rates.

Performance Indicators

The figures shown below are non-GAAP statistical ratios used by management to measure performance of our vessels and are not included in financial statements prepared under US GAAP.

	Three Months Ended			Six Months Ended			Year Ended
	June 30, 2009			June 30, 2009			December 31, 2008
Fleet Data:
Average number of vessels(1)		6.0			6.0			5.5
Ownership days(2)		546			1,086			686
Available days(3)		417			916			686
Operating days(4)		411			909			678
Fleet utilization(5)		75.3	%		83.7	%		98.9	%
Average Daily Results:
Vessel TCE rate(6)		52,292			51,982			49,362
Vessel operating expenses(7)		5,513			5,360			4,636
Management fees(8)		577			568			566
Total vessel operating expenses(9)		6,090			5,928			5,202

(1)	Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the relevant period divided by the number of calendar days in the relevant period.
(2)	Ownership days are the total number of days in a period during which the vessels in a fleet have been owned. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we recorded during a period.
(3)	Available days are the number of ownership days less the aggregate number of days that vessels are off-hire due to major repairs, dry-dockings or special or intermediate surveys. The shipping industry uses available days to measure the number of ownership days in a period during which vessels should be capable of generating revenues. During the three months ended June 30, 2009, we incurred 129 off-hire days for vessel scheduled dry-docking. During the six months ended June 30, 2009, we incurred 170 off-hire days for vessel scheduled dry-docking.

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(4)	Operating days are the number of available days in a period less the aggregate number of days that vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.
(5)	Fleet utilization is the percentage of time that our vessels were generating revenue, and is determined by dividing operating days by ownership days for the relevant period.
(6)	Time charter equivalent, or TCE, rates are defined as our time charter revenues less voyage expenses during a period divided by the number of our operating days during the period, which is consistent with industry standards. Voyage expenses include port charges, bunker (fuel oil and diesel oil) expenses, canal charges and commissions.

	Three Months Ended			Six Months Ended			Year Ended
	June 30, 2009			June 30, 2009			December 31, 2008
	(In thousands of US dollars, except operating day amounts)
Net revenues from vessels		22,067			48,309			34,453
Voyage expenses		(292	)		(438	)		(151	)
Voyage expenses — related party		(283	)		(619	)		(440	)
Net operating revenues		21,492			47,252			33,862
Operating days		411			909			686
Time charter equivalent rate		52,292			51,982			49,362

(7) Average daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, are calculated by dividing vessel operating expenses by ownership days for the relevant time periods:

	Three Months Ended		Six Months Ended		Year Ended
	June 30, 2009		June 30, 2009		December 31, 2008
	(In thousands of US dollars, except ownership days amounts)
Operating expenses		3,010		5,821		3,180
Ownership days		546		1,086		686
Daily vessel operating expenses		5,513		5,360		4,636

(8)	Daily management fees are calculated by dividing total management fees by ownership days for the relevant time period.
(9)	Total vessel operating expenses, or TVOE, is a measurement of total expenses associated with operating the vessels. TVOE is the sum of vessel operating expenses and management fees. Daily TVOE is calculated by dividing TVOE by fleet ownership days for the relevant time period.

Results of Operations

Three and six months ended June 30, 2009 as compared to three and six months ended June 30, 2008

Vessel Revenue — Related Party, Net — Net revenues for the three and six months ended June 30, 2009 were $22,067,000 and $48,309,000, respectively, after address commissions of 2.5%, or $566,000 and $1,239,000, respectively, as compared to $0 for the comparable periods in 2008. The increase in vessel revenue is a result of the operation of the six vessels we acquired in the third quarter of 2008. During the three and six months ended June 30, 2008, we did not own or operate any vessels.

Direct Voyage Expenses — Direct voyage expenses, which include bunkers and port expenses, amounted to $292,000 and $438,000 for the three and six months ended June 30, 2009 as compared to $0 for the comparable periods in 2008. Direct voyage expenses consisted of port and bunker expenses of $62,000 and $230,000, respectively for the three months ended June 30, 2009, and $93,000 and $345,000, respectively for the six months ended June 30, 2009. The increase in direct voyage expenses is a result of the operation of our six vessels during the relevant periods in 2009 as compared to no operations during the comparable periods in 2008.

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Vessel Operating Expenses — For the three and six months ended June 30, 2009, our vessel operating expenses were $3,010,000 and $5,821,000, respectively, or an average of $5,513 and $5,360 per ship per day, respectively, as compared to $0 for the comparable periods in 2008. Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, chemicals and lubricants, consumable stores, tonnage taxes and other miscellaneous expenses. We operated an average of 6.0 vessels during the three and six months ended June 30, 2009. Vessel operating expenses increased as a result of the operation of the six vessels during the relevant periods in 2009 as compared to no operations during the comparable periods in 2008.

Voyage Expenses — Related Party — These expenses represent commissions charged in relation to the brokerage agreement we have with Safbulk, an affiliate, for the provision of chartering services up to May 20, 2010. The chartering commissions represent a commission of 1.25% payable to Safbulk on the collected vessel revenue. For the three and six months ended June 30, 2009, commissions charged amounted to $283,000 and $619,000, respectively, as compared to $0 in the comparable periods in 2008, for the same reasons described above.

Management Fees — Related Party — For the three and six months ended June 30, 2009, management fees charged by EST, which is a related party, amounted to $315,000 and $617,000, respectively as compared to $0 in the comparable periods in 2008. The increase was due to the same reasons described above. Management fees primarily relate to the management agreement we have with EST for the provision of technical management services. The fixed daily fee per vessel is Euro 425.00.

General and Administration Expenses — For the three and six months ended June 30, 2009, we incurred $1,285,000 and $2,141,000, respectively, of general and administration expenses, compared to $137,000 and $597,000 respectively, for the comparable periods in 2008, an increase of approximately 838% and 259%, respectively. Our general and administration expenses primarily include audit fees, legal expenses, consulting services and staff salaries. Our general and administration expenses for the periods in 2009 were comparatively higher than those in comparable periods in 2008 due to the fact that we had vessels operations, full-time shoreside staff and related expenses during the periods in 2009 and had no staff or management team and only limited operations, consisting of identifying a business combination candidate, during the comparable periods in 2008.

General and Administration Expenses — Related Party — For the three and six months ended June 30, 2009, we incurred $482,000 and $1,021,000, respectively, of related party general and administration expenses, compared to $0 and $0, respectively, for the comparable periods in 2008. Our related party general and administration expenses are primarily comprised of salaries of $324,000 for our executive officers, $343,000 of remuneration to our board of directors, office rental fees of $344,000 and consulting fees of $10,000. The increase in such fees is due to the reasons described above.

Depreciation — We depreciate our vessels based on a straight line basis over the expected useful life of each vessel, which is 25 years from the date of their initial delivery from the shipyard. Depreciation is based on the cost of the vessel less its estimated residual value, which is estimated at $270 per lightweight ton. Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, its useful life is adjusted to end at the date such regulations become effective. For the three and six months ended June 30, 2009, we recorded $7,758,000 and $15,430,000, respectively, of vessel depreciation charges as compared to $0 for the three and six months ended June 30, 2008. We did not own any vessels during the three and six months ended June 30, 2008.

Interest and Finance Costs — Interest and finance costs for the three and six months ended June 30, 2009 amounted to $1,354,000 and $2,819,000, respectively, as compared to $0 for the comparable periods in 2008. The significant increase in interest and finance costs is primarily attributable to our revolving credit and term loan facilities, which we obtained in August 2008 in order to fund our business combination and vessel purchase and for working capital purposes. More specifically, interest expense related to the revolving credit facility amounted to $369,000 and $763,000 and interest on our term facility amounted to $818,000 and

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$1,684,000 for the three and six months ended June 30, 2009, respectively. We did not have any loan or credit facilities during the six months ended June 30, 2008.

Interest and Finance Costs, Shareholders — Interest and finance costs, shareholders, for the three and six months ended June 30, 2009 was $172,000 and $312,000, respectively, as compared to $0 for the comparable periods in 2008. The increase in interest and finance costs, shareholders, is a result of the issuance of a convertible secured promissory note, in the aggregate of $28,250,000 face value, to a shareholder in connection with our business combination in August 2008.

Interest Income — Money Market Funds — For the three and six months ended June 30, 2009, we earned interest on our money market funds of $116,000 and $256,000, respectively, as compared to $1,057,000 and $2,612,000 for the comparable periods in 2008. The decrease in interest income is a result of the decrease of our money market funds that were used for the business combination in August 2008.

Net Income — We earned net income of $7,167,000 and $19,283,000 for the three and six months ended June 30, 2009, respectively, as compared to $920,000 and $2,015,000 for the comparable periods in 2008. The increase in our net income resulted primarily from the closing of the business combination and the commencement of our operations on August 28, 2008.

Year ended December 31, 2008 (“fiscal 2008”) as compared to year ended December 31, 2007 (“fiscal 2007”)

Vessel Revenue — Related Party, Net — Net revenues for the year ended December 31, 2008 were $34,453,000 after address commissions of 2.5%, or $880,000, as compared to $0 in fiscal 2007. The increase in vessel revenue is a result of the closing of the business combination and the commencement of our operations on August 28, 2008. Our gross revenues were $35,333,000. Our vessels Davakis G., Delos Ranger and African Oryx commenced operations on August 28, 2008 for a daily charter fee of $60,000, $60,000 and $30,000, respectively. Our vessel, Bremen Max, commenced operations on September 11, 2008 for a daily charter fee of $65,000 and our vessels, Hamburg Max and African Zebra, commenced operations on September 25, 2008 for a daily charter fee of $65,000 and $36,000, respectively. Net revenues earned for the period from August 28, 2008 to December 31, 2008 for each of our vessels after address commissions amounted to $7,147,000 for the Davakis G.; $7,162,000 for the Delos Ranger; $3,661,000 for the African Oryx; $7,068,000 for the Bremen Max; $5,978,000 for the Hamburg Max; and $3,437,000 for the African Zebra. The vessels were employed under time charters with SAMC, an affiliate, with initial terms of 11-13 months, expiring in September 2009.

Direct Voyage Expenses — Direct voyage expenses, which include bunkers and port expenses, amounted to $151,000 for the year ended December 31, 2008 as compared to $0 for the comparable period in 2007. Direct voyage expenses consisted of port and bunker expenses of $44,000 and $107,000, respectively. The increase in direct voyage expenses is a result of the closing of the business combination and the commencement of our operations in August 2008.

Vessel Operating Expenses — For the year ended December 31, 2008, our vessel operating expenses were $3,180,000, or an average of $4,636 per ship per day, as compared to $0 in fiscal 2007. Vessel operating expenses included crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, chemicals and lubricants, consumable stores, tonnage taxes and other miscellaneous expenses. We operated an average of 5.5 vessels from the date of consummation of the business combination on August 28, 2008 through December 31, 2008. Vessel operating expenses increased as a result of the closing of the business combination and the commencement of our operations in August 2008.

Voyage Expenses — Related Party — Voyage expenses — related party represent commissions charged in relation to the brokerage agreement we have with Safbulk, an affiliate, for the provision of chartering services up to May 20, 2010. The chartering commissions represent a commission of 1.25% payable to Safbulk on the collected vessel revenue. For the year ended December 31, 2008, commissions charged amounted to $440,000 as compared to $0 in fiscal 2007, for the same reasons described above.

Management Fees — Related Party — For the year ended December 31, 2008, management fees charged by a related party amounted to $388,000 as compared to $0 in fiscal 2007. The increase was due to the same

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reasons described above. Management fees primarily relate to the management agreement we have with EST, an affiliate, for the provision of technical management services. The fixed daily fee per vessel in operation is Euro 416.00 per vessel until December 31, 2008. Thereafter the fixed daily fee was re-negotiated to be Euro 425.00 per vessel.

General and Administration Expenses — For the year ended December 31, 2008, we incurred $1,840,000 of general and administration expenses, compared to $445,000 for the year ended December 31, 2007, an increase of approximately 313%. Our general and administration expenses primarily include auditing and accounting costs of $695,000, legal fees of $432,000 and other professional fees of $371,000. Our general and administration expenses for 2008 were comparatively higher than those in the prior year due to the fact that we commenced our vessel operations after the business combination was consummated on August 28, 2008.

General and Administration Expenses — Related Party — For the year ended December 31, 2008, we incurred $430,000 of related party general and administration expenses, compared to $0 for the year ended December 31, 2007. Our related party general and administration expenses are primarily comprised of salaries of $139,000 for our executive officers, $155,000 of remuneration to our board of directors, office rental fees of $88,000 and consulting fees of $27,000. In addition, a service agreement was signed with EST for consultancy services with respect to financing and dealing with relations with third parties and for assistance with the preparation of periodic reports to the shareholders for a fixed monthly fee of $5,000 through March 2, 2009 and amounted to $21,000. The increase in such fees is due to the reasons described above.

We constantly evaluate the useful life of our fleet based on market factors and specific facts and circumstances applicable to each vessel.

Depreciation — We depreciate our vessels based on a straight line basis over the expected useful life of each vessel, which is 25 years from the date of their initial delivery from the shipyard. Depreciation is based on the cost of the vessel less its estimated residual value, which is estimated at $270 per lightweight ton. Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, its useful life is adjusted to end at the date such regulations become effective. We constantly evaluate the useful life of our fleet based on the market factors and specific facts and circumstances applicable to each vessel.

For the year ended December 31, 2008, we recorded $9,929,000 of vessel depreciation charges as compared to $0 in fiscal 2007. These charges relate to our vessels of which three vessels were placed into operations on August 28, 2008 and the remaining three in September 2008.

Goodwill Impairment Loss — We performed our annual impairment testing of goodwill as at December 31, 2008. The current economic and market conditions, including the significant disruptions in the global credit markets, are having broad effects on participants in a wide variety of industries. Since September 2008, the charter rates in the dry bulk charter market have declined significantly, and dry bulk vessel values have also declined. The fair value for goodwill impairment testing was estimated using the expected present value of future cash flows, using judgments and assumptions that management believes were appropriate in the circumstances. The future cash flows from operations were determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days (based on a combination of Seanergy’s remaining charter agreement rates, 2-year forward freight agreements and the most recent 10-year average historical 1 year time charter rates available for each type of vessel) assuming an average annual inflation rate of 2%. The weighted average cost of capital (WACC) used was 8%. As a result, we recorded an impairment charge related to goodwill of $44,795,000 in 2008 as compared to no impairment charges in fiscal 2007 because we did not complete the business combination until 2008.

Vessels’ Impairment Loss — We evaluate the carrying amounts of vessels and related dry-dock and special survey costs and periods over which long-lived assets are depreciated to determine if events have occurred which would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, we review certain indicators of potential impairment, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market

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conditions. The current economic and market conditions, including the significant disruptions in the global credit markets, are having broad effects on participants in a wide variety of industries. Since September 2008, the charter rates in the dry bulk charter market have declined significantly, and dry bulk vessel values have also declined. We determine undiscounted projected net operating cash flows for each vessel and compare it to the vessel’s carrying value. The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days (based on a combination of our remaining charter agreement rates, two-year forward freight agreements and the most recent 10-year average historical 1 year time charter rates available for each type of vessel) over the remaining economic life of each vessel, net of brokerage and address commissions, expected outflows for scheduled vessels’ maintenance, and vessel operating expenses assuming an average annual inflation rate of 2%. Fleet utilization is assumed at 98.6% in our exercise, taking into account each vessel’s off hire days based on other companies operating in the dry bulk industry and our historical performance.

A discount factor of 4.5% per annum, representing our incremental borrowing rate, was applied to the undiscounted projected net operating cash flows directly associated with and expected to arise as a direct result of the use and eventual disposition of the vessel, but only in the case where they were lower than the carrying value of vessels. This resulted in an impairment loss of $4,530,000 for fiscal 2008. There was no impairment loss in 2007 because we did not acquire our vessels until 2008.

Interest and Finance Costs — The significant increase in interest and finance costs of $4,077,000 in 2008 as compared to $58,000 in 2007 is primarily attributable to our revolving credit and term facilities, which we obtained in order to fund our business combination and vessel purchase and for working capital purposes. More specifically, interest expense related to the revolving credit facility amounted to $799,000 and interest on our term facility amounted to $2,768,000 for the year ended December 31, 2008. In 2008, our interest expense primarily related to four months of operations since we drew down our credit facilities on August 28, 2008, and obtained our term loans in August and September 2008, respectively. Fees incurred for obtaining new loans, including related legal and other professional fees, are deferred and amortized using the effective interest method over the life of the related debt.

Interest Income — Money Market Funds — For the year ended December 31, 2008, we earned interest on our money market funds of $3,361,000 as compared to $1,948,000 for the year ended December 31, 2007. The increase in interest income of 72.5% is because we obtained our trust funds from our initial public offering on September 28, 2007 and therefore interest was earned for approximately three months in 2007 as compared to approximately eight months in 2008.

Net (Loss)/Income — We incurred a net loss of $31,985, 000 in 2008 as compared to a profit of $1,445,000 in 2007. The increase in our loss is a result of our vessel operations commencing on August 28, 2008, income of $18,095,000 set off by goodwill and vessel impairment charges of $44,795,000 and $4,530,000, respectively, and set off by increased interest and finance costs, which resulted in $755,000 net finance expense in 2008 as compared to $1,890,000 net finance income in 2007.

Year Ended December 31, 2007 and the period from August 15, 2006 (Inception) to December 31, 2006

For the year ended December 31, 2007, we had a net income of $1,445,000. The net income consisted of $1,948,000 of interest income offset by operating expenses of $445,000 and interest expenses of $58,000 ($45,000 related to the underwriter and $13,000 related to shareholders). Operating expenses of $445,000 consisted of consulting and professional fees of $357,000, rent and office services expense of $22,000, insurance expense of $25,000, investor relations expense of $33,000, and other operating costs of $8,000.

For the period from August 15, 2006 (Inception) to December 31, 2006, we had a net loss of $4,372,000. The net loss consisted of $1,028,000 of interest income offset by interest expense of $824,000, accounting fees of $1,000,000, organization expenses of $3,450,000 and other operating expenses of $126,000.

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Liquidity and Capital Resources

Our principal source of funds is operating cash flows, and our revolving credit and term facilities. Our principal use of funds has primarily been capital expenditures to establish our fleet, close our business combination, maintain the quality of our dry bulk carriers, comply with international shipping standards and environmental laws and regulations, fund capital working requirements, and make principal repayments on our outstanding loan facilities.

We believe that our current cash balance and our operating cash flow will be sufficient to meet our current liquidity needs, although the dry bulk charter market has sharply declined since September 2008 and our results of operations may be adversely affected if market conditions do not improve. We expect to rely upon operating cash flow to meet our liquidity requirements going forward.

Despite the recent economic crisis, we are currently able to meet our working capital needs and debt obligations. The current decline in charter rates will not affect our revenue as we have the charters locked in for 11 to 13 and 22 to 25 month periods including BET vessels (expiring between October 2009 and September 2011) and, therefore, absent a default by one or more of our charterers, we have contractually secured approximately $107 million of revenues, net of commissions payable to Safbulk and our charterers (as mentioned above), for the period August 1, 2009 to September 22, 2011. Therefore, we have contractually secured 65% of our projected fleet revenue for the period up to December 31, 2011. We will have to make use of our cash flows not committed to the repayment of the term loan and revolving facility mentioned above to meet our financial obligations and put our expansion plans on hold, unless new capital is raised from the capital markets, in the form of rights offerings or private placements and the warrants are exercised in which case we will use capital generated from the capital markets and the warrants for expansion purposes. We make no assurances that funds will be raised through capital markets or that the warrants will be exercised, or if exercised, the quantity which will be exercised or the period in which they will be exercised. Exercise of the warrants is not likely considering current market prices.

Furthermore, our revolving credit facility is tied to the market value of the vessels and not to the prevailing (spot) market rates. For example, our existing term and revolving credit facilities require that the aggregate market value of the vessels and the value of any additional security must be at least 135% of the aggregate of the outstanding debt financing and any amount available for drawing under the revolving facility less the aggregate amount of all deposits maintained. If the percentage is below 135% then a prepayment of the loans may be required or additional security may be requested. A waiver from Marfin has been received with respect to this covenant through July 1, 2010.

Under the BET loan agreement, the BET subsidiaries are subject to operating and financial covenants that may affect BET’s business. These restrictions may, subject to certain exceptions, limit the BET subsidiaries’ ability to engage in many of the activities listed above. Furthermore, the BET subsidiaries must assure the lenders that the aggregate market value of the BET vessels is not less than 125% of the outstanding amount of the BET loan. If the market value of the vessels is less than this amount, the BET subsidiaries may at the request of the lender prepay an amount that will result in the market value of the vessels meeting this requirement or offer additional security to the lenders.

On September 30, 2009, BET entered into a supplemental agreement with Citibank International PLC (as agent for the syndicate of banks and financial institutions set forth in the loan agreement) in connection with the $222,000,000 amortized loan obtained by the six wholly owned subsidiaries of BET, which financed the acquisition of their respective vessels. The material terms of the supplemental agreement with Citibank International PLC are as follows:

(1) the applicable margin for the period between July 1, 2009 and ending on June 30, 2010 (the amendment period) shall be increased to two per cent (2%) per annum;

(2) the borrowers to pay to the agent a restructuring fee of $286,198.91 and a part of the loan in the amount of $20,000,000; and

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(3) the borrowers and the corporate guarantor have requested and the creditors consented to:

(a) the temporary reduction of the security requirement during the amendment period to 100%; and

(b) the temporary reduction of the minimum equity ratio requirement of the principal corporate guarantee to be amended from 0.30: 1.0 to 0.175:1.0 during the amendment period at the end of the accounting periods ending on December 31, 2009 and June 30, 2010.

We acquired our dry bulk carriers using a combination of funds received from equity investors and financed with our revolving term credit facilities.

We intend to continue to expand our fleet in the future. Growth will depend on locating and acquiring suitable vessels, identifying and consummating acquisitions or joint ventures; enhancing our customer base; obtaining required financing (debt or equity or a combination of both); and obtaining favorable terms in all cases.

In February 2009, our vessel African Zebra entered its scheduled dry-docking, which was completed on July 20, 2009. The delay was due to labor strikes in the repairing yard and other unforeseen events. The cost for this dry-dock was $3.2 million. On May 17, 2009, our vessel Hamburg Max commenced its scheduled dry-docking, which was completed on June 23, 2009 at a cost of $1.1 million. One vessel is scheduled for dry-docking in 2010 and three vessels in 2011. For the BET fleet, three vessels, namely BET Prince, BET Scouter and BET Fighter are scheduled for dry-docking in 2010 and one vessel, BET Intruder, in 2011. BET Commander commenced its scheduled dry-docking in August 2009 and is expected to be completed by October 2009 at a cost of $1.2 million. The dry-docking costs related to 2010 and 2011 are estimated to be $0.9 million and $2.6 million, respectively.

Our short-term liquidity requirements relate to servicing our debt (including principal payments on our term loan), payment of operating costs, dry-docking costs of two vessels, funding working capital requirements and maintaining cash reserves against fluctuations in operating cash flows. Sources of short-term liquidity are primarily our revenues earned from our charters.

Our medium and long term liquidity requirements include repayment of long-term debt balances, debt interest payments and dry-docking costs. As of June 30, 2009, we had outstanding borrowings of $197,345,000 due to Marfin. We have drawn down $54,845,000 of our revolving credit facility. On August 28, 2009, the revolving facility was reduced to $72,000,000. This reduction will be followed by five consecutive annual reductions of $12,000,000 and any outstanding balance to be fully repaid together with the balloon payment of the term loan. In 2009, we have made or will make principal repayments on our Marfin term facility amounting to $27,750,000.

BET financed the acquisition of its vessels with the proceeds of a loan from Citibank International PLC, as agent for a syndicate of banks and financial institutions. The outstanding principal amount as of December 31, 2008 was $150,725,000. The loan is repayable in semi-annual installments of principal in the amount of $8,286,500 followed by a balloon payment due on maturity in the amount of $51,289,000, as these installment amounts were revised after the BET Performer sale. As of June 30, 2009, the outstanding loan facility was $142,472,000. Following BET’s supplemental agreement dated September 30, 2009 and prepayment of $20 million, the semi-annual installments of principal and the balloon payment amount to $7,128,158 and $44,062,262, respectively. Interest is due and payable quarterly based on interest periods selected by BET. During 2009, we will make principal repayments on our BET loan facility amounting to $14.3 million.

In 2010, we have principal repayments due of $18,950,000 and $14,256,317 on the Marfin and BET loans, respectively.

As of June 30, 2009, Seanergy had available cash reserves of $47,022,000, which is shown as cash and cash equivalent. These amounts are not restricted.

Our revolving credit facility and term facility are from Marfin (see “— Credit Facilities” below), and in addition, we had a Note due to shareholders amounting to $28,250,000 (face value), which following an amendment dated as of August 19, 2009 has been converted into 6,585,868 shares of common stock.

Between the January 1, 2008 and July 2008, we paid dividends amounting to $4,254,000 to our public shareholders. We currently have suspended the payment of dividends pursuant to the waiver received from

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Marfin (see “Credit Facilities” below) and dividends will not be declared without the prior written consent of Marfin.

Our Private Warrants may be exercised by the holders on a cashless basis. Each warrant entitles the holder to purchase one share of common stock and expires on September 28, 2011. More specifically, we have 38,984,667 warrants to purchase shares of our common stock issued and outstanding at an exercise price of $6.50 per share, of which 16,016,667 are exercisable on a cashless basis. In addition, we have assumed Seanergy Maritime’s obligation to issue 1,000,000 shares of common stock and warrants to purchase 1,000,000 shares of our common stock under the unit purchase option it granted the underwriter in its initial public offering at an exercise price of $12.50 per unit. The exercise of the Warrants is not likely taking into consideration current market prices.

Cash Flows

Six months ended June 30, 2009 compared to six months ended June 30, 2008

Operating Activities:  Net cash from operating activities totaled $34,500,000 for the six months ended June 30, 2009, as compared to $1,855,000 for the six months ended June 30, 2008. This increase primarily reflected our revenue from time charters and related vessel operating expenses.

Investing Activities:  Net cash used in investing activities totaled $21,000 for the six months ended June 30, 2009, as compared to $510,000 for the six months ended June 30, 2008. This is primarily a result of the use of $510,000 for the payment of acquisition costs in 2008. There was no addition to the fleet for the first six months of 2009.

Financing activities:  Net cash used in financing activities totaled $15,000,000 for the six months ended June 30, 2009, as compared to $3,173,000 for the six months ended June 30, 2008. In the first six months of 2009, cash was used for the repayment of long-term debt installments as compared to cash used in 2008 for dividend payments.

Fiscal 2008 compared to Fiscal 2007 and the period from August 15, 2006 (Inception) to December 31, 2006

Operating activities:  Net cash from operating activities totaled $25,700,000 for the year ended December 31, 2008, as compared to $1,585,000 for the year ended December 31, 2007. This increase primarily reflected our revenue from time charters, which commenced on August 28, 2008 for three vessels and in September 2008 for the remaining three vessels, and the related vessel operating expenses. Net cash from operating activities totaled $1,585,000 for the year ended December 31, 2007, as compared to an outflow of $20,000 for the period from August 15, 2006 (inception) to December 31, 2006.

Investing activities:  Net cash used in investing activities totaled $142,919,000 for the year ended December 31, 2008, as compared to $232,923,000 used in investing activities for the year ended December 31, 2007. This decrease is primarily a result of the use of $375,883,000 in connection with the consummation of our business combination, which was offset by using the funds held in trust of $232,923,000. Net cash provided by investing activities for the year ended December 31, 2007 totaled $232,923,000 as compared to $0 for the period from August 15, 2006 (inception) to December 31, 2006. The increase in the use of funds is due to the monies received in our IPO being placed in trust to be used for the purpose of a business combination.

Financing activities:  Net cash provided by financing activities totaled $142,551,000 for the year ended December 31, 2008, as compared to $233,193,000 for the year ended December 31, 2007. In 2008, cash was provided from the proceeds of our revolving credit and term facilities in the amount of $219,845,000 and from warrant exercises in the amount of $858,000 which was offset by the payment of $63,705,000 relating to the redemption of common shares in connection with the closing of our business combination, principal loan repayments of $7,500,000, debt issuance costs of $2,693,000 and dividends paid of $4,254,000. In 2007, the net cash provided was as a result of our private and public offering of common stock totaling $233,619,000, net of the offering costs. For the period from August 15, 2006 (inception) to December 31, 2006, the net cash from financing activities amounted to $376,000.

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Credit Facilities

Marfin Revolving Credit Facility

As of June 30, 2009, we had utilized $54,845,000 of the amount available under our revolving credit facility, which is equal to the lesser of $90,000,000 and an amount in dollars which when aggregated with the amounts already drawn down under the term facility does not exceed 70% of the aggregate market values of the vessels and other securities held in favor of the lender for the business combination and working capital purposes. As of June 30, 2009, we had available $35.155 million under the revolving credit facility.

The revolving credit facility bears interest at LIBOR plus 2.25% per annum. A commitment fee of 0.25% per annum is calculated on the daily aggregate un-drawn balance and un-cancelled amount of the revolving credit facility, payable quarterly in arrears from the date of the signing of the loan agreements.

On August 28, 2009, the revolving facility was reduced to $72,000,000. This reduction will be followed by five consecutive annual reductions of $12,000,000 and any outstanding balance must be fully repaid together with the balloon payment of the term loan.

Marfin Term Facility

The initial vessel acquisition was financed with an amortizing term loan from Marfin equal to $165,000,000, representing 42% of the vessels’ aggregate acquisition costs, excluding any amounts associated with the earn-out provision. In December 2008, we repaid $7,500,000 of the term facility.

The loan is repayable commencing three months from the last drawdown, or March 31, 2009, whichever is earlier, through twenty-eight consecutive quarterly principal installments, of which the first four principal installments will be equal to $7,500,000 each, the next four principal installments will be equal to $5,250,000 each and the final twenty principal installments will be equal to $3,200,000 each, with a balloon payment equal to $50,000,000 due concurrently with the twenty-eighth principal installment. On September 9, 2009, we executed addendum no. 1 to the loan agreement. In connection with the amendment, Marfin accelerated the due date of installment no. 5 to September 25, 2009 and of installment nos. 6 and 7 to January 4, 2010.

The loan bears interest at an annual rate of three-month-LIBOR plus 1.5%, if our ratio of total assets to total liabilities is greater than 165%, which increased to 1.75% if the ratio is equal or less than 165%. In connection with the addendum, during the time any waiver period is in effect, the interest payable increases to three-month-LIBOR plus 2.75%, if our ratio of total assets to total liabilities is greater than 165%, which increased to 3.25% if the ratio is equal or less than 165%.

The term facility is secured by the following: a first priority mortgage on the vessels, on a joint and several basis; a first priority general assignment of any and all earnings, insurances and requisition compensation of the vessels and the respective notices and acknowledgements thereof; a first priority specific assignment of the benefit of all charters exceeding 12 calendar months duration and all demise charters in respect of the vessels and the respective notices and acknowledgements thereof to be effected in case of default or potential event of default to the absolute discretion of Marfin; assignments, pledges and charges over the earnings accounts held in the name of each borrower with the security trustee; undertakings by the technical and commercial managers of the vessels; negative pledge of the non-voters shares acquired by Seanergy; subordination agreement between Martin and the holder of the Note. All of the aforementioned security will be on a full cross collateral basis.

The term facility includes covenants, among others, that require the borrowers and the corporate guarantor, to maintain vessel insurance for an aggregate amount greater than the vessels’ aggregate market value or an amount equal to 130% of the aggregate of (a) the outstanding amount under both the revolving credit and term facilities and (b) the amount available for drawing under the revolving facility. The vessels’ insurance is to include as a minimum cover hull and machinery, war risk and protection and indemnity insurance, $1,000,000,000 for oil pollution and for excess oil spillage and pollution liability insurance. In relation to the protection and indemnity insurance, no risk should be excluded or the deductibles as provided by the P&I Association materially altered or increased to amounts exceeding $150,000 without the prior

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written consent of Marfin. In addition mortgagees’ interest insurance on the vessels and the insured value must be at least 110% of the aggregate of the revolving credit and term facility.

In addition, if a vessel is sold or becomes a total loss or the mortgage on the vessel is discharged on its disposal, we are required to repay such part of the facilities as is equal to the higher of the amount related to such vessel or the amount necessary to maintain the security clause margin.

Other covenants include the following:

•  not to borrow any money or permit such borrowings to continue other than by way of subordinated shareholders’ loans or enter into any agreement for deferred terms, other than in any customary supplier’s credit terms or any equipment lease or contract hire agreement other than in ordinary course of business;

•  no loans, advances or investments in, any person, firm, corporation or joint venture or to any officer director, shareholder or customer;

•  not to assume, guarantee or otherwise undertake the liability of any person, firm, or company;

•  not to authorize any capital commitments;

•  not to declare or pay dividends in any amount greater than 60% of the net cash flow of Seanergy, on a consolidated basis as determined by the lender on the basis of the most recent annual audited financial statements provided, or repay any shareholder’s loans or make any distributions in excess of the above amount without the lenders’ prior written consent (see below for terms of waiver obtained on December 31, 2008);

•  not to change our Chief Executive Officer and/or Chairman without the prior written consent of the lender;

•  not to assign, transfer, sell or otherwise dispose of vessels or any of the property, assets or rights without the prior written consent of the lender;

•  to ensure that the members of the Restis and Koutsolioutsos families (or companies affiliated with them) own at all times an aggregate of at least 10% of our issued share capital;

•  no change of control without the written consent of the lender;

•  not to engage in any business other than the operation of the vessels without the prior written consent of the lender; and

•  not to violate the security margin clause, which provides that: the aggregate market values of the vessels and the value of any additional security shall not be less than (or at least) 135% of the aggregate of the outstanding amounts under the revolving credit and term facilities and any amount available for drawing under the revolving facility, less the aggregate amount of all deposits maintained. As of December 31, 2008, we would not have been in compliance with the security margin clause under the Marfin loan agreement had we not later obtained certain retroactive waivers from Marfin. During the first quarter of 2009, we obtained waivers from Marfin of our compliance with these various financial and other covenants, which waivers were effective as of December 31, 2008. These waivers expired in July 2009, when the first of our original charterers was replaced. On September 9, 2009, we executed addendum no. 1 to the loan agreement and obtained a waiver from Marfin through July 1, 2010. In connection with the amendment and waiver, Marfin made certain changes to our loan agreement including increasing the interest payable during the waiver period from LIBOR plus 1.5% to LIBOR plus 2.75%, accelerating the due dates of certain principal installments and limiting our ability to pay dividends without their prior consent. As a result of these waivers, we are not currently in default under our Marfin loan agreement.

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Financial covenants include the following:

•  ratio of financial indebtedness to earnings, before interest, taxes, depreciation and amortization (EBITDA) shall be less than 6.5:1 (financial indebtedness or net debt are defined is the sum of all outstanding debt facilities minus cash and cash equivalents). The covenant is to be tested quarterly on an LTM basis (the “last twelve months”). The calculation of the covenant is not applicable for the quarter ended December 31, 2008.

•  the ratio of LTM (“last twelve months”) EBITDA to net interest expense shall not be less than 2:1. The covenant is to be tested quarterly on a LTM basis. The calculation of the covenant is not applicable for the quarter ended December 31, 2008.

•  the ratio of total liabilities to total assets shall not exceed 0.70:1;

•  unrestricted cash deposits, other than in favor of the lender shall not be less than 2.5% of the financial indebtedness; and

•  average quarterly unrestricted cash deposits, other than in favor of the lender, shall not be less than 5% of the financial indebtedness.

The last three financial covenants listed above are to be tested on a quarterly basis, commencing on December 31, 2008 (where applicable). We were in compliance with our loan covenants as of June 30, 2009.

BET Loan Agreement

The six wholly-owned subsidiaries of BET financed the acquisition of their respective vessels with the proceeds of an amortizing loan from Citibank International PLC, as agent for the syndicate of banks and financial institutions set forth in the loan agreement, in the principal amount of $222,000,000. The loan agreement dated June 26, 2007 is guaranteed by BET. The BET subsidiaries drew down on agreed portions of the loan facility to acquire each of the original six vessels in the BET fleet. The amount of the loan for each vessel was less than or equal to 70% of the contractual purchase price for the applicable vessel. The loan bears interest at the annual rate of LIBOR plus 0.75%. As of August 12, 2009, the principal amount due under the BET loan was $143,099,000.

The loan is repayable commencing on December 28, 2007 through 15 equal semi-annual installments of principal in the amount of $8,286,500 followed by a balloon payment due six months thereafter in the amount of $51,289,000, as these installment amounts were revised after the BET Performer sale. As of June 30, 2009, the outstanding loan facility was $142,472,000. Following BET’s supplemental agreement dated September 30, 2009 and prepayment of $20 million, the semi-annual installments of principal and the balloon payment amount to $7,128,158 and $44,062,262, respectively. The borrowers are required to deposit one-sixth of the next principal payment in a retention account each month to fund each semi-annual principal payment. Interest in due and payable based on interest periods selected by BET equal to one month, two months, three months, six months, or a longer period up to 12 months. For interest periods longer than three months, interest is due in three-month installments.

The BET loan facility is secured by the following: the loan agreement, a letter agreement regarding payment of certain fees and expenses by BET; a first priority mortgage on each of the BET vessels; the BET guaranty of the loan; a general assignment or deed of covenant of any and all earnings, insurances and requisition compensation of each of the vessels; pledges over the earnings accounts and retention accounts held in the name of each borrower; undertakings by the technical managers of the BET vessels; and the trust deed executed by Citibank for the benefit of the other lenders, among others.

The ship security documents include covenants, among others, that require the borrowers to maintain vessel insurance for an aggregate amount equal to the greater of the vessels’ aggregate market value or an amount equal to 125% of the outstanding amount under the loan. The vessels’ insurance is to include as a minimum cover fire and usual marine risks, war risk and protection and indemnity insurance, and $1,000,000,000 for oil pollution. In addition, the borrowers agree to reimburse the mortgagee for mortgagees’ interest insurance on the vessels in an amount of up to 110% of the outstanding amount under the loan.

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In addition, if a vessel is sold or becomes a total loss, BET is required to repay such part of the loan as is equal to the greater of the relevant amount for such vessel, or such amount as is necessary to maintain compliance with the minimum security covenant in the loan agreement. This covenant requires the borrowers to assure that the market value of the BET vessels is not less than 125% of the outstanding amount under the loan. On July 10, 2008, BET, through its wholly owned subsidiary sold the BET Performer and paid an amount on the loan equal to $41,453,000, as required by the loan agreement.

The Borrowers also must assure that the aggregate market value of the BET vessels is not less than 125% of the outstanding amount of the loan. If the market value of the vessels is less than this amount, the Borrowers must prepay an amount that will result in the market value of the vessels meeting this requirement or offer additional security to the lender with a value sufficient to meet this requirement, which additional security must be acceptable to the lender. The value of the BET vessels shall be determined when requested by the lender, and such determination shall be made by any two of the lender’s approved shipbrokers, one of which shall be nominated by the lender and one of which shall be nominated by the borrowers.

Other covenants include the following:

•  Not to permit any lien to be created over all or any part of the borrowers’ present or future undertakings, assets, rights or revenues to secure any present or future indebtedness;

•  Not to merge or consolidate with any other person;

•  Not to sell, transfer, dispose of or exercise direct control over any part of the borrowers’ assets, rights or revenue without the consent of the lender;

•  Not to undertake any business other than the ownership and operation of vessels and the chartering of vessels to third parties;

•  Not to acquire any assets other than the BET vessels;

•  Not to incur any obligations except under the loan agreement and related documents or contracts entered into in the ordinary course of business;

•  Not to borrow money other than pursuant to the loan agreement, except that the borrowers may borrow money from their shareholders or directors or their related companies as long as such borrowings are subordinate to amounts due under the loan agreement;

•  Not to guarantee, indemnify or become contingently liable for the obligations of another person or entity except pursuant to the loan agreement and related documents, except, in general, for certain guarantees that arise in the ordinary course of business;

•  Not to make any loans or grant any credit to any person, except that the borrowers make loans to BET or the borrowers’ related companies as long as they are made on an arm’s length basis in the ordinary course of business and are fully subordinated to the rights of the lender;

•  Not to redeem their own shares of stock;

•  Not to permit any change in the legal or beneficial ownership of any of the borrowers or BET or cause any change in the shareholders’ agreement or constitutional documents related to BET; and

•  Not to enter into any related party transactions except on an arm’s length basis and for full value.

On September 30, 2009, BET entered into a supplemental agreement with Citibank International PLC (as agent for the syndicate of banks and financial institutions set forth in the loan agreement) in connection with the $222,000,000 amortized loan obtained by the six wholly owned subsidiaries of BET, which financed the acquisition of their respective vessels. The material terms of the supplemental agreement with Citibank International PLC are as follows:

(1) the applicable margin for the period between July 1, 2009 and ending on June 30, 2010 (the amendment period) shall be increased to two per cent (2%) per annum;

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(2) the borrowers to pay to the agent a restructuring fee of $286,198.91 and a part of the loan in the amount of $20,000,000; and

(3) the borrowers and the corporate guarantor have requested and the creditors consented to:

(a) the temporary reduction of the security requirement during the amendment period to 100%; and

(b) the temporary reduction of the minimum equity ratio requirement of the principal corporate guarantee to be amended from 0.30: 1.0 to 0.175:1.0 during the amendment period at the end of the accounting periods ending on December 31, 2009 and June 30, 2010.

Promissory Note

As of June 30, 2009, we had a convertible unsecured promissory note issued to certain Restis affiliate shareholders amounting in aggregate to $28.25 million (face value). The Note accrued interest at a rate of 2.9% per annum and matured in May 2010. The Note was initially convertible into common stock at the option of the holders at a conversion price of $12.50 per share. On August 19, 2009, we amended the Note to reduce the conversion price to the average closing price of our common stock for the five trading days commencing on the effective date of the amendment, which amounted to $4.45598 per share. As a condition to such amendment, the holders agreed to convert their Note at the time of the amendment. Upon conversion, the holders received 6,585,868 shares of our common stock and the Note was extinguished.

Debt Repayment and Terms

Capital Requirements

Our capital expenditures have thus far related solely to the purchase of our six vessels included in our business combination and the routine dry-docking of our vessels. We funded the business combination through our trust fund proceeds, our revolving credit and term facilities and the Note.

In addition, the following table summarizes our next anticipated dry-docks:

Vessel	Next Schedule Dry-Dock	Estimated Cost
African Oryx	October 2010	$	900,000
African Zebra	February 2011	$	1,000,000
Bremen Max	June 2011	$	1,000,000
Hamburg Max	June 2012	$	1,000,000
Davakis G.	May 2011	$	500,000
Delos Ranger	August 2011	$	500,000
BET Commander*	August 2009	$	1,200,000
BET Fighter*	September 2010	$	1,200,000
BET Prince*	May 2010	$	1,200,000
BET Scouter*	April 2010	$	1,200,000
BET Intruder*	March 2011	$	1,000,000

* Vessels owned by BET

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The annual principal payments required to be made after June 30, 2009 (based on the amount drawn down as of June 30, 2009 and assuming the Note had been converted into common stock as of such date), are as follows:

			Reducing Revolving
	Term Facility		Credit Facility		Total
	(Dollars in thousands)
2009		12,750		—		12,750
2010		18,950		—		18,950
2011		12,800		6,845		19,645
2012		12,800		12,000		24,800
2013		12,800		12,000		24,800
Thereafter		72,400		24,000		96,400
		142,500		54,845		197,345

Quantitative and Qualitative Disclosures of Market Risk

Interest rate risk

We are subject to interest-rate risk relating to the floating-rate interest on our revolving credit facility and term facility with Marfin and the BET loan. These facilities bear interest at LIBOR plus a spread. The Marfin term facility’s spread also fluctuates if the ratio of total assets to total liabilities is greater than 165%. In such case, the spread increases from 1.5% to 1.75%. At December 31, 2008 and June 30, 2009, the interest rate was 2.16% and 2.064%, respectively, on the Marfin term loan. At December 31, 2008, the interest rate was 1.22% on the BET loan. A 1% increase in LIBOR would have resulted in an increase in interest expense for the year ended December 31, 2008 of approximately $691,000, on the Marfin term loan, and $1,940,000, respectively, on the BET loan, had we owned an interest in BET on such dates.

Currency and Exchange Rates

We generate all of our revenue in U.S. Dollars. The majority of our operating expenses are in U.S. Dollars except primarily for our management fees and our executive office rental expenses which are denominated in Euros. This difference could lead to fluctuations in net income due to changes in the value of the U.S. Dollar relative to the EURO, but we do not expect such fluctuations to be material.

As of June 30, 2009, we had no open foreign currency exchange contracts.

Inflation

We do not consider inflation to be a significant risk to direct expenses in the current and foreseeable future.

Off-balance Sheet Arrangements

As of June 30, 2009, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

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Contractual Obligations and Commercial Commitments

The following tables summarize our contractual obligations as of June 30, 2009 based on the contractual terms of the arrangements and do not reflect any potential acceleration due to non-compliance with covenant terms (dollars in thousands).

											2014 and
	2009		2010		2011		2012		2013		Thereafter		Total
Seanergy
Revolving credit facility(1)		—		—		6,845		12,000		12,000		24,000		54,845
Interest on revolving credit facility(2)		1,165		2,331		2,185		1,785		1,275		1,147		9,888
Property leases(3)		327		655		655		673		—		—		2,310
Term facility		12,750		18,950		12,800		12,800		12,800		72,400		142,500
Interest on term facility(4)		2,742		4,570		3,975		3,495		3,015		4,121		21,918
Management fees(5)		327		655		655		573		—		—		2,210
BET
Term facility		8,319		16,573		16,573		16,573		16,573		67,861		142,472
Interest on term facility(6)		894		1,633		3,138		2,682		2,226		2,598		13,171

(1)	Commencing one year from signing the loan agreement, the revolving facility shall be reduced to the applicable limit available on such reduction date. The first annual reduction will reduce the available credit amount by $18,000,000 i.e. to ($72,000,000) in August 2009, followed by five consecutive annual reductions of $12,000,000 and any outstanding balance to be fully repaid together with the balloon payment of the term loan. The annual principal payments on the revolving credit facility are based on the amount drawn down as of December 31, 2008.
(2)	The revolving credit facility bears interest at LIBOR plus 2.25%. In addition, an availability fee of 0.25% is computed on the un-drawn un-cancelled amount. Interest has been computed by using a LIBOR rate of 2% for all years presented.
(3)	The property lease reflects our lease agreement with Waterfront for the lease of our executive offices. The initial lease term is for a period of three years with an option to extend for one more year. The lease payments are EURO 42,000 per month. The monthly payment due under property lease in dollars has been computed by using a rate of EURO/$1.30.
(4)	The term facility bears interest at a three-month LIBOR plus 1.5%, if our ratio of total assets to total liabilities is greater than 165%, which is increased to 1.75% if the ratio is equal or less that 165%. Interest has been computed by using a LIBOR rate of 2% for all years presented and a rate of 1.75% assuming that the ratio of total assets to total liabilities is less than 165%.
(5)	Management fees for 2009 are Euro 425 per vessel per day, which thereafter are adjusted on an annual basis as defined per the agreement. Management fees in dollars have been computed by using a rate of EURO/$1.30, an assumption of 2% increase annually and 365 days per year.
(6)	The term facility for BET bears interest at a three month LIBOR plus 0.75%. Interest has been computed by using a LIBOR rate of 0.5% for 2010 and 2% thereafter.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR THE VESSELS PREVIOUSLY OWNED BY SELLERS

The following management’s discussion and analysis should be read in conjunction with the combined annual and condensed combined interim financial statements and accompanying notes prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”), included elsewhere in this prospectus, of Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Marine S.A. and Kalithea Marine S.A. (together, the “Group”). This discussion relates to the operations and financial condition of the dry bulk vessels acquired from the Restis family (sellers) and not of Seanergy. Although as of September 25, 2008, we had purchased the six vessels that are included in the sellers’ financial statements, we did not purchase the other assets of the sellers or assume any of their liabilities. In addition, although we charter these vessels and earn revenue from charter hire, as the sellers did, we have chartered the vessels to different charterers on different terms than the sellers. The expense structure of the sellers is also different from ours, as the sellers, which are part of a larger group of companies controlled by members of the Restis family, do not employ any executive officers. Certain vessel-related fees, such as management fees, will also vary from the amount that was previously paid by the sellers. As a result, the sellers’ financial statements and this discussion of them may not be indicative of what our historical results of operations would have been for the comparable periods had we operated these vessels at that time nor the results if the sellers had operated these vessels on a stand-alone basis. In addition, the sellers’ results of operations and financial condition may not be indicative of what our results of operations and financial condition might be in the future.

This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, such as those set forth in the section entitled “Risk Factors” and elsewhere in this prospectus.

General

The sellers are six ship-owning companies that collectively owned and operated four vessels in the dry bulk shipping market. In addition, two newly built vessels were delivered to the sellers in May 2008 and August 2008, both of which had no operating history. These vessels represented a portion of the vessels owned and/or operated by companies associated with members of the Restis family. As of September 25, 2008, the sellers had sold these vessels, including the two newly built vessels, to us pursuant to the Master Agreement and the MOAs during August 2008 and September 2008. The combined financial statements of the Group for 2005, 2006 and 2007 include the assets, liabilities and results of operations for four of the vessels from the dates they were placed in service by the sellers in 2005. The condensed combined interim financial statements for the six months ended June 30, 2008 include the assets, liabilities and results from operations of these four vessels for the entire period and one vessel delivered and placed in service in May 2008. The final vessel was delivered in August 2008 and had no operations through June 30, 2008.

The operations of the sellers’ vessels were managed by EST, which is an affiliate of members of the Restis family. Following the vessel acquisition, EST continued to manage the vessels pursuant to the Management Agreement. EST provided the sellers with a wide range of shipping services. These services included, at a daily fee per vessel (payable monthly), the required technical management, such as managing day-to-day vessel operations including supervising the crewing, supplying, maintaining and dry-docking of the vessels. Safbulk, which is also an affiliate of the sellers, provided commercial brokerage services to the sellers and earned fees in connection with the charter of the vessels. Safbulk continues to provide these services for us pursuant to the Brokerage Agreement.

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The following table details the vessels owned by the sellers that were sold to us:

						Date of Delivery to
Vessel Name	Dwt		Vessel Type	Built		Seanergy
African Oryx		24,110	Handysize		1997	August 28, 2008
African Zebra		38,632	Handymax		1985	September 25, 2008
Bremen Max		73,503	Panamax		1993	September 11, 2008
Hamburg Max		73,498	Panamax		1994	September 25, 2008
Davakis G. (ex. Hull NO. KA 215)		54,000	Supramax		2008	August 28, 2008
Delos Ranger (ex. Hull No. KA 216)		54,000	Supramax		2008	August 28, 2008

Important Measures for Analyzing the Sellers’ Results of Operations

The sellers believe that the important non-GAAP/non-IFRS measures and definitions for analyzing their results of operations consist of the following:

•  Ownership days.  Ownership days are the total number of calendar days in a period during which the sellers owned each vessel in their fleet. Ownership days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of expenses recorded during that period.

•  Available days.  Available days are the number of ownership days less the aggregate number of days that the sellers’ vessels are off-hire due to major repairs, dry-dockings or special or intermediate surveys. The shipping industry uses available days to measure the number of ownership days in a period during which vessels are actually capable of generating revenues.

•  Operating days.  Operating days are the number of available days in a period less the aggregate number of days that vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

•  Fleet utilization.  Fleet utilization is determined by dividing the number of operating days during a period by the number of ownership days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for any reason including scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys.

•  Off-hire.  The period a vessel is unable to perform the services for which it is required under a charter.

•  Time charter.  A time charter is a contract for the use of a vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port costs, canal charges and fuel expenses. The vessel owner pays the vessel operating expenses, which include crew wages, insurance, technical maintenance costs, spares, stores and supplies and commissions on gross voyage revenues. Time charter rates are usually fixed during the term of the charter. Prevailing time charter rates do fluctuate on a seasonal and year-to-year basis and may be substantially higher or lower from a prior time charter agreement when the subject vessel is seeking to renew the time charter agreement with the existing charterer or enter into a new time charter agreement with another charterer. Fluctuations in time charter rates are influenced by changes in spot charter rates.

•  Voyage charter.  A voyage charter is an agreement to charter the vessel for an agreed per-ton amount of freight from specified loading port(s) to specified discharge port(s). In contrast to a time charter, the vessel owner is required to pay substantially all of the voyage expenses, including port costs, canal charges and fuel expenses, in addition to the vessel operating expenses.

•  TCE.  Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. The sellers’ method of calculating TCE is consistent with industry standards and is determined by dividing operating revenues (net of voyage expenses) by operating days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are

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unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract. TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods.

Revenues

The sellers’ revenues were driven primarily by the number of vessels they operated, the number of operating days during which their vessels generated revenues, and the amount of daily charter hire that their vessels earned under charters. These, in turn, were affected by a number of factors, including the following:

•  The nature and duration of the sellers’ charters;

•  The amount of time that the sellers’ spent repositioning their vessels;

•  The amount of time that the sellers’ vessels spent in dry-dock undergoing repairs;

•  Maintenance and upgrade work;

•  The age, condition and specifications of the sellers’ vessels;

•  The levels of supply and demand in the dry bulk carrier transportation market; and

•  Other factors affecting charter rates for dry bulk carriers under voyage charters.

A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount. Under voyage charters, voyage expenses such as port, canal and fuel costs are paid by the vessel owner. A time charter trip and a period time charter or period charter are generally contracts to charter a vessel for a fixed period of time at a set daily rate. Under time charters, the charterer pays voyage expenses. Under both types of charters, the vessel owners pay for vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs. The vessel owners are also responsible for each vessel’s dry-docking and intermediate and special survey costs.

Vessels operating on period time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market for single trips during periods characterized by favorable market conditions.

Vessels operating in the spot charter market generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in dry bulk rates. Spot charters also expose vessel owners to the risk of declining dry bulk rates and rising fuel costs. The sellers’ vessels were chartered on period time charters during the six months ended June 30, 2008, fiscal 2007, fiscal 2006 and fiscal 2005.

A standard maritime industry performance measure is the “time charter equivalent” or “TCE.” TCE revenues are voyage revenues minus voyage expenses divided by the number of operating days during the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage and that would otherwise be paid by a charterer under a time charter. Some companies in our industry believe that the daily TCE neutralizes the variability created by unique costs associated with particular voyages or the employment of dry bulk carriers on time charter or on the spot market and presents a more accurate representation of the revenues generated by dry bulk carriers. The sellers’ average TCE rates for 2007, 2006 and 2005 were $25,256, $18,868 and $23,170, respectively, and $35,812 and $24,706 for the six months ended June 30, 2008 and 2007, respectively.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Vessel operating expenses generally represent costs of a fixed nature. Some of these expenses are required, such as insurance costs and the cost of spares.

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Depreciation

During the years ended December 31, 2007, 2006 and 2005 and the six months ended June 30, 2008, the sellers’ depreciated their vessels on a straight-line basis over their then remaining useful lives after considering the residual value. The residual value for 2008 was increased to $500 from $175 in 2007 per light weight tonnage reflecting an increase in steel scrap prices. The estimated useful lives as of June 30, 2008 were between 3 and 16 years, based on an industry-wide accepted estimated useful life of 25 years from the original build dates of the vessels, for financial statement purposes. The sellers’ capitalized the total costs associated with a dry-docking and amortized these costs on a straight-line basis over the period before the next dry-docking became due, which was generally 2.5 years.

Seasonality

Coal, iron ore and grains, which are the major bulks of the dry bulk shipping industry, are somewhat seasonal in nature. The energy markets primarily affect the demand for coal, with increases during hot summer periods when air conditioning and refrigeration require more electricity and towards the end of the calendar year in anticipation of the forthcoming winter period. The demand for iron ore tends to decline in the summer months because many of the major steel users, such as automobile makers, reduce their level of production significantly during the summer holidays. Grains are completely seasonal as they are driven by the harvest within a climate zone. Because three of the five largest grain producers (the United States of America, Canada and the European Union) are located in the northern hemisphere and the other two (Argentina and Australia) are located in the southern hemisphere, harvests occur throughout the year and grains require dry bulk shipping accordingly.

Principal Factors Affecting the Sellers’ Business

The principal factors that affected the sellers’ financial position, results of operations and cash flows included the following:

•  Number of vessels owned and operated;

•  Charter market rates and periods of charter hire;

•  Vessel operating expenses and voyage costs, which were incurred in both U.S. Dollars and other currencies, primarily Euros;

•  Cost of dry-docking and special surveys;

•  Depreciation expenses, which were a function of the cost, any significant post-acquisition improvements, estimated useful lives and estimated residual scrap values of sellers’ vessels;

•  Financing costs related to indebtedness associated with the vessels; and

•  Fluctuations in foreign exchange rates.

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Performance Indicators

The sellers believe that the unaudited information provided below is important for measuring trends in the results of operations. The figures shown below are statistical ratios/non-GAAP/non-IFRS financial measures and definitions used by management to measure performance of the vessels. They are not included in financial statements prepared under IFRS.

							Twelve Months Ended
	Six Months Ended June 30,						December 31,
	2007			2008			2007			2006			2005
Fleet Data:
Average number of vessels(1)		4.21			3.83			3.85			3.81			3.21
Ownership days(2)		769			724			1,460			1,460			1,250
Available days(3) (equals operating days for the periods listed(4))		767			693			1,411			1,393			1,166
Fleet utilization(5)		99.7	%		95.7	%		96.6	%		95.4	%		93.3	%
Average Daily Results:
Average TCE rate(6)		35,812			24,706			25,256			18,868			23,170
Vessel operating expenses(7)		5,168			3,887			4,130			3,849			4,049
Management fees(8)		535			535			535			515			515
Total vessel operating expenses(9)		5,703			4,422			4,665			4,364			4,564

(1)	Average number of vessels is the number of vessels the sellers owned for the relevant period, as measured by the sum of the number of days each vessel was owned during the period divided by the number of available days in the period.
(2)	Ownership days are the total number of days in a period during which the sellers owned each vessel. Ownership days are an indicator of the size of the sellers’ fleet over a period and affect both the amount of revenues and the amount of expenses that sellers recorded during a period.
(3)	Available days are the number of ownership days less the aggregate number of days that the sellers’ vessels were off-hire due to major repairs, dry-dockings or special or intermediate surveys. The shipping industry uses available days to measure the number of ownership days in a period during which vessels should be capable of generating revenues.
(4)	Operating days are the number of available days in a period less the aggregate number of days that the sellers’ vessels were off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.
(5)	Fleet utilization is determined by dividing the number of operating days during a period by the number of ownership days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for any reason excluding scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys.
(6)	Time charter equivalent, is a measure of the average daily revenue performance of a vessel on a per voyage basis. The sellers’ method of calculating TCE was consistent with industry standards and was determined by dividing operating revenues (net of voyage expenses and commissions) by operating days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract. TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in a

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shipping company’s performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods:

The following table is unaudited and includes information that is extracted directly from the combined financial statements, as well as other information used by the sellers for monitoring performance.

	Six Months Ended						Twelve Months Ended
	June 30,						December 31,
	2008			2007			2007			2006			2005
	(Dollars in thousands except per diem amounts)
Operating revenues		28,227			17,181			35,717			26,347			27,156
Voyage revenues		(759	)		(60	)		(82	)		(64	)		(139	)
Net operating revenues		27,468			17,121			35,635			26,283			27,017
Operating days		767			693			1,411			1,393			1,166
Average TCE daily rate		35,812			24,706			25,256			18,868			23,170

(7) Average daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, is calculated by dividing vessel operating expenses by ownership days for the relevant time periods:

	Six Months Ended				Twelve Months Ended
	June 30,				December 31,
	2008		2007		2007		2006		2005
	(Dollars in thousands except per diem amounts)
Crew costs and other operating expenses		3,974		2,814		6,031		5,619		5,061
Ownership days		769		724		1,460		1,460		1,250
Daily vessel operating expense		5,168		3,887		4,130		3,849		4,049

(8)	Daily management fees are calculated by dividing total management fees expensed on vessels owned by ownership days for the relevant time period.
(9)	Total vessel operating expenses, is a measurement of total expenses associated with operating sellers’ vessels. TVOE is the sum of daily vessel operating expense and daily management fees. Daily TVOE is calculated by dividing TVOE by fleet ownership days for the relevant time period.

Critical Accounting Policies

The discussion and analysis of the sellers’ financial condition and results of operations is based upon their combined financial statements, which have been prepared in accordance with International Financial Reporting Standards as issued by the IASB, or IFRS. The preparation of those financial statements requires the sellers to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of their financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. The sellers have described below what they believe are the estimates and assumptions that have the most significant effect on the amounts recognized in their combined financial statements. These estimates and assumptions relate to useful lives of their vessels, valuation and impairment losses on vessels, and dry-docking costs because the sellers believe that the shipping industry is highly cyclical, experiencing volatility in profitability, vessel values and charter rates resulting from changes in the supply of and demand for shipping capacity. In addition, the dry bulk market is affected by the current international financial crisis which has slowed down world trade and caused drops in charter rates. The lack of financing, global steel production cuts and outstanding agreements between iron ore producers and Chinese industrial customers have temporarily brought the market to a stagnation.

Useful Lives of Vessels.  The sellers evaluated the periods over which their vessels were depreciated to determine if events or changes in circumstances had occurred that would require modification to their useful lives. In evaluating useful lives of vessels, the sellers review certain indicators of potential impairment, such as

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the age of the vessels. The sellers depreciated each of their vessels on a straight-line basis over its estimated useful life, which during the six months ended June 30, 2008 was estimated to be between 3 and 16 years. Newly constructed vessels were depreciated using an estimated useful life of 25 years from the date of their initial delivery from the shipyard. Depreciation was based on cost less the estimated residual scrap value. Furthermore, the sellers estimated the residual values of their vessels to be $500.00 per lightweight ton as of June 30, 2008 as compared to $175.00 as of December 31, 2007, due to substantial increases in the price of steel. An increase in the useful life of a vessel or in the residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease in the useful life of the vessel or in the residual value would have the effect of increasing the annual depreciation charge. However, when regulations place limitations on the ability of a vessel to trade on a worldwide basis, the vessel’s useful life was adjusted to end at the date such regulations become effective.

Valuation of Vessels and Impairment. The sellers originally valued their vessels at cost less accumulated depreciation and accumulated impairment losses. Vessels were subsequently measured at fair value on an annual basis. Increases in an individual vessel’s carrying amount as a result of the revaluation was recorded in recognized income and expense and accumulated in equity under the caption revaluation surplus. The increase is recorded in the combined statements of income to the extent that it reversed a revaluation decrease of the related asset. Decreases in an individual vessel’s carrying amount is recorded in the combined statements of income as a separate line item. However, the decrease were recorded in recognized income and expense to the extent of any credit balance existing in the revaluation surplus in respect of the related asset. The decrease recorded in recognized income and expense reduced the amount accumulated in equity under the revaluation surplus. The fair value of a vessel was determined through market value appraisal, on the basis of a sale for prompt, charter-free delivery, for cash, on normal commercial terms, between willing sellers and willing buyers of a vessel with similar characteristics.

The sellers consider this to be a critical accounting policy because assessments need to be made due to the shipping industry being highly cyclical, experiencing volatility in profitability, vessel values and fluctuation in charter rates resulting from changes in the supply of and demand for shipping capacity. In the current time the dry bulk market is affected by the current international financial crisis which has slowed down world trade and caused drops in charter rates. The lack of financing, global steel production cuts and outstanding agreements between iron ore producers and Chinese industrial customers have temporarily brought the market to a stagnation.

To determine whether there is an indication of impairment, we compare the recoverable amount of the vessel, which is the greater of the fair value less costs to sell or value in use. Fair value represents the market price of a vessel in an active market, and value in use is based on estimations on future cash flows resulting from the use of each vessel less operating expenses and its eventual disposal. The assumptions to be used to determine the greater of the fair value or value in use requires a considerable degree of estimation on the part of our management team. Actual results could differ from those estimates, which could have a material effect on the recoverability of the vessels.

The most significant assumptions used are: the determination of the possible future new charters, future charter rates, on-hire days which are estimated at levels that are consistent with the on-hire statistics, future market values, time value of money. Estimates are based on market studies and appraisals made by leading independent shipping analysts and brokers, and assessment by management on the basis of market information, shipping newsletters, chartering and sale of comparable vessels reported in the press and historical charter rates for similar vessels.

An impairment loss will be recognized if the carrying value of the vessel exceeds its estimated recoverable amount.

Dry-docking Costs.  From time to time the sellers’ vessels were required to be dry-docked for inspection and re-licensing at which time major repairs and maintenance that could not be performed while the vessels were in operation were generally performed (generally every 2.5 years). At the date of acquisition of a second hand vessel, management estimated the component of the cost that corresponded to the economic benefit to be derived from capitalized dry-docking cost, until the first scheduled dry-docking of the vessel under the

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ownership of the sellers, and this component was depreciated on a straight-line basis over the remaining period to the estimated dry-docking date.

Results of Operations

Six months ended June 30, 2008 as compared to six months ended June 30, 2007

Revenues — Operating revenues for the six months ended June 30, 2008 were $28,227,000, an increase of $11,046,000, or 64.29%, over the comparable period in 2007. Revenues increased primarily as a result of improved time charter rates and a higher number of operating days. Revenue from Swiss Marine Services S.A., an affiliate of the sellers, amounted to $0 in the six months ended June 30, 2008 and $3,430,000 for the comparable period in 2007. Related party revenue decreased as a result of third party charterers completely replacing related party charterers.

Direct Voyage Expenses — Direct voyage expenses, which include classification fees and surveys, fuel expenses, port expenses, tugs, commissions and fees, and insurance and other voyage expenses, totaled $759,000 for the six months ended June 30,2008, as compared to $60,000 for the comparable period in 2007, which represents an increase of 1,165%. This increase of $699,000 in direct voyage expenses primarily reflects increased bunkers expenses due to the inclusion of Davakis G. (delivered on May 20, 2008) fuel.

Crew Costs — Crew costs for the six months ended June 30, 2008 were $2,143,000, an increase of $800,000, or 59.6%, compared to the comparable period in 2007. This increase is primarily due to (a) salary increases which became effective as of January 1, 2008, (b) the addition of crew cost for the Davakis G, which was delivered on May 20, 2008, and (c) increased bonuses to the crews of certain vessels.

Management Fees — Related Party — Management fees — related party represent a fixed fee per day for each vessel in operation paid to EST for technical management services. The fee per day amounted to $535 for the six months ended June 30, 2008 and $535 for the six months ended June 30, 2007. Total management fees — related party for the six months ended June 30, 2008 totaled $411,000, as compared to $387,000 for the six months ended June 30, 2007. This increase of 6.2% was due to the increase in operating days in 2008 resulting from the delivery of the Davakis G on May 20, 2008.

Other Operating Expenses — Other operating expenses were $1,831,000 for the six months ended June 30, 2008, an increase of $360,000, or 24.5%, over $1,471,000 for the comparable period in 2007. Other operating expenses include the costs of chemicals and lubricants, repairs and maintenance, insurance and administration expenses for the vessels. These expenses increased during the six months ended June 30, 2008, primarily due to increases in prices for these items and the addition of the Davakis G on May 20, 2008.

Depreciation — For the six months ended June 30, 2008, depreciation expense totaled $16,314,000, as compared to $6,260,000 for the comparable period in 2007, which represented an increase of $10,054,000, or 106.61%. This increase resulted from the higher carrying amount of the vessels because the vessels were revalued to a higher fair value at the end of fiscal 2007 and due to additional depreciation from the Davakis G delivered on May 20, 2008, partially reduced by lower depreciation charges of $1,053,000 in 2008 due to the increase in the estimated residual value of the vessels used in calculating depreciation from $175 to $500 per light-weight tonnage due to the increase in steel prices compared to 2007.

Results From Operating Activities — For the six months ended June 30, 2008, operating income was $6,769,000, which represents a decrease of $891,000, or 11.6%, compared to operating income of $7,660,000 for the comparable period in 2007. The primary reason for the decline in operating income was the increase in depreciation and amortization cost in the six months ended June 30, 2008 by $10,054,000, which amount was partially offset by the improvement in revenue by $11,046,000.

Net Finance Costs — Net finance cost for the six months ended June 30, 2008 was $978,000, which represents a decrease of $481,000, or 32.9%, compared to $1,459,000 for the comparable period in 2007. The net decrease in finance costs resulted primarily from the timing of repayments of the sellers’ loan outstanding during the six months ended June 30, 2007, as compared to June 30, 2008.

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Net Profit — The net profit for the six months ended June 30, 2008 was $5,791,000, as compared to $6,201,000 for the comparable period in 2007. This decrease of $410,000, or 11.6%, is primarily due the increase in depreciation and amortization cost in the six months ended June 30, 2008 by $10,054,000, which amount was partially offset by the improvement in revenue for the six months ended June 30, 2008 by $11,046,000.

Year ended December 31, 2007 (“fiscal 2007”) as compared to year ended December 31, 2006 (“fiscal 2006”)

Revenues — Operating revenues for fiscal 2007 were $35,717,000, an increase of $9,370,000, or 35.6%, over fiscal 2006. Revenues increased primarily as a result of improved time charter rates and a higher number of operating days. Revenue from Swiss Marine Services S.A., an affiliate of the sellers, amounted to $3,420,000 in fiscal 2007 and $10,740,000 in fiscal 2006, a decrease of 68.2%. Related party revenue decreased as a result of third party charterers replacing related party charterers.

Direct Voyage Expenses — Direct voyage expenses, which include classification fees and surveys, fuel expenses, port expenses, tugs, commissions and fees, and insurance and other voyage expenses, totaled $82,000 for fiscal 2007, as compared to $64,000 for fiscal 2006, which represents an increase of 28%. This increase of $18,000 in direct voyage expenses primarily reflects additional fuel consumed in positioning the M/V Hamburg Max for dry-docking. No vessels were in dry-dock during fiscal 2006.

Crew Costs — Crew costs for fiscal 2007 were $2,803,000, an increase of $26,000, of 0.9%, compared to fiscal 2006. This increase is primarily due to an increase in basic wages and crew signing-on expenses (including fees charged by the flag state for endorsement of seafarer certificates).

Management Fees — Related Party — Management fees — related party represent a fixed fee per day for each vessel in operation paid to EST for technical management services. The fee per day amounted to $535 in 2007 and $515 in 2006. Total Management fees — related party for fiscal 2007 totaled $782,000, as compared to $752,000 for fiscal 2006. This increase of 4% was mutually agreed for 2007 between the sellers and EST to offset increases in the overhead of EST.

Other Operating Expenses — Other operating expenses were $3,228,000 for fiscal 2007, an increase of $386,000, or 13.58%, over $2,842,000 for fiscal 2006. Other operating expenses include the costs of chemicals and lubricants, repairs and maintenance, insurance and administration expenses for the vessels. These expenses increased in fiscal 2007 primarily due to increases in prices for these items (in particular an approximately 33% increase in the costs of lubricants) and repairs and maintenance to the M/V Hamburg Max.

Depreciation — For fiscal 2007, depreciation expense totaled $12,625,000, as compared to $6,567,000 for fiscal 2006, which represented an increase of $6,058,000, or 92.24%. This increase resulted from the higher carrying amount of the vessels because the vessels were revalued to a higher fair value at the end of fiscal 2006.

Impairment Reversal (Loss) — At year end the sellers adjust their vessels to fair value. During fiscal 2006, the sellers reversed an impairment loss associated with the value of each of the vessels amounting in total to $19,311,000. No such reversals were made by the sellers during fiscal 2007. The primary reason for the reversal of the impairment loss in fiscal 2006 was the increase in the fair value of the vessels in the year ended December 31, 2006. At December 31, 2006, due to changing market conditions, the fair value of the vessels exceeded the carrying value by $44,430,000, and accordingly, an amount of $19,311,000 was recorded as an impairment reversal. The remaining surplus of $25,119,000 was recorded as recognized income and expense under the caption revaluation reserve in the combined statement of changes in equity. At December 31, 2007, due to prevailing positive market conditions, the fair value of the individual vessels exceeded the carrying amount again and a revaluation surplus of $129,265,000 arose and is recorded as recognized income and expense under the caption revaluation reserve in the combined statement of changes in equity.

Results From Operating Activities — For fiscal 2007, results from operating activities were $16,197,000, which represents a decrease of $16,459,000, or 50.4%, compared to operating income of $32,656,000 for fiscal 2006. The primary reasons for the decline in the results from operating activities were the reversal of the impairment loss in fiscal 2006, which increased operating income by $19,311,000, and the increase in

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depreciation and amortization cost in fiscal 2007 by $6,058,000, which amounts were partially offset by the improvement in revenue during fiscal 2007 by $9,370,000.

Net Finance Costs — Net finance cost for fiscal 2007 was $2,837,000, which represents a decrease of $342,000, or 10.7%, compared to $3,179,000 fiscal 2006. The net decrease in finance costs resulted primarily from the reduction in the principal amount of sellers’ loan outstanding during fiscal 2007.

Net Profit — The net profit for fiscal 2007 was $13,360,000, as compared to $29,477,000 for fiscal 2006. This decrease of $16,117,000, or 54.67%, is primarily due to the reversal of the impairment loss in fiscal 2006 in the amount of $19,311,000 together with the increase in depreciation in fiscal 2007 by $6,058,000, which was partially offset by the increase in revenue during fiscal 2007 by $9,370,000.

Year Ended December 31, 2006 (“fiscal 2006”) as compared to year ended December 31, 2005 (“fiscal 2005”)

Revenues — Operating revenues for fiscal 2006 were $26,347,000, a decrease of $809,000, or 2.97%, over fiscal 2005. Revenues decreased primarily as a result of decreased charter rates and TCE, which decrease was partially offset by the increased number of operating days in fiscal 2006. The sellers acquired four vessels in fiscal 2005, and thus the vessels were not operated by the sellers for the full fiscal year. Revenue from Swiss Marine Services S.A., an affiliate of the sellers, amounted to $10,740,000 in fiscal 2006 and $10,140,000 in fiscal 2005, which represents an increase of 5.9%. Related party revenue increased as a result of increased operating days under the related party charters in fiscal 2006.

Direct Voyage Expenses — Direct voyage expenses totaled $64,000 for fiscal 2006, as compared to $139,000 for fiscal 2005, which represents a decrease of 53.95%. This decrease of $75,000 is due to the favorable (compared to market) fixed values at which the sellers repurchased fuel remaining on board the vessels at the time of their redeliveries to the sellers from time charterers.

Crew Costs — Crew costs for fiscal 2006 were $2,777,000, an increase of $801,000, of 40.53%, compared to fiscal 2005. This increase is primarily due to the increase in the number of ownership days from 1,250 in 2005 to 1,460 in 2006 and thus the number of days the sellers paid crew wages.

Management Fees — Related Party — Management fees — related party represent a fixed fee per day for each vessel in operation paid to EST for technical management services. The fee per day amounted to $515 in 2006 and 2005. Total Management fees — related party for fiscal 2006 were $752,000, as compared to $644,000 for fiscal 2005. This increase of 16.77% resulted primarily from the increase in the number of ownership days from 1,250 in 2005 to 1,460 in 2006.

Other Operating Expenses — Other operating expenses were $2,842,000 for fiscal 2006, a decrease of $243,000, or 7.87%, over $3,085,000 for fiscal 2005. Other operating expenses decreased in fiscal 2006 primarily due to a charge of $716,000 in fiscal 2005 representing reimbursements to time charterers.

Depreciation — For fiscal 2006, depreciation expense totaled $6,567,000, as compared to $6,970,000 for fiscal 2005, which represented a decrease of $403,000, or 5.78%. This decrease resulted from the lower carrying amount of the vessels during 2006 because the fair value of the vessels had declined, and thus they were impaired as of December 31, 2005.

Impairment Reversal (Loss) — At December 31, 2006 due to changing market conditions, the fair value of vessels exceeded the carrying value by $44,430,000, and accordingly, an amount of $19,311,000 was recorded as an impairment reversal. The impairment loss of $19,311,000 was originally recorded as of December 31, 2005. The primary reason for the recording of the impairment loss was a decrease in the fair value of vessels in the dry bulk market generally, which caused a decrease in the fair value of sellers’ vessels. The sellers determined that the impairment loss should be reversed in fiscal 2006 when the market for dry bulk vessels rebounded. The remaining surplus of $25,119,000 is recorded as recognized income and expense under the caption “revaluation reserve” in the combined statement of changes in equity.

Results From Operating Activities — For fiscal 2006, results from operating activities were $32,656,000, which represents an increase of $37,625,000, compared to an operating loss of $4,969,000 for fiscal 2005. The primary reasons for the improvement in the results from operating activities in fiscal 2006 were the reversal of

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the impairment loss originally recorded in fiscal 2005, which increased operating income by $19,311,000 in fiscal 2006 as well as decreasing operating income by this same amount during fiscal 2005, and the absence of any other impairment losses during fiscal 2006.

Net Finance Cost — Net finance cost for fiscal 2006 was $3,179,000, which represents an increase of $811,000, or 34.2%, compared to $2,368,000 in fiscal 2005. The increase was primarily due to an increase in the LIBOR rate associated with the sellers’ long-term debt during fiscal 2006 and the higher principal balance of sellers’ long-term debt during all of fiscal 2006, which reflects the greater number of ownership days in fiscal 2006 compared to fiscal 2005.

Net Profit (Loss) — The net profit for fiscal 2006 was $29,477,000, as compared to a net loss of $7,337,000 for fiscal 2005. This improvement of $36,814,000 is primarily due to the reversal of the impairment loss in fiscal 2006, which loss was originally recorded in fiscal 2005, which reversal improved net income by $19,311,000, and the absence of any other impairment losses during fiscal 2006.

Liquidity and Capital Resources

The sellers’ principal sources of funds have been equity provided by their shareholders, operating cash flows and long-term borrowings. Their principal uses of funds have been capital expenditures to acquire and maintain their fleet, payments of dividends, working capital requirements and principal repayments on outstanding loan facilities. Based on current market conditions, the sellers expect to rely upon operating cash flows to fund their working capital needs in the near future. On May 20, 2008 and August 22, 2008, Hull KA 215 (Davakis G.) and Hull KA 216 (Delos Ranger), respectively were delivered to the sellers. Sellers do not anticipate any other capital expenditures in the foreseeable future due to the sale of these vessels to Seanergy on August 28, 2008.

Because the sellers are part of a larger group of companies in the shipping business associated with members of the Restis family, the sellers (other than the owners of the two newly built vessels) obtained, together with other affiliated companies as co-borrowers, a syndicated loan in the amount of $500,000,000 on December 24, 2004. The loan is allocated to each of the sellers (other than the owners of the two newly built vessels), among other affiliates of Lincoln Finance Corp., an affiliate of the sellers, based upon the acquisition cost of each vessel at the date of acquisition. The syndicated loan is payable in variable principal installments plus interest at variable rates (LIBOR plus a spread of 0.875%) with an original balloon installment due in March 2015 of $45,500,000 (which as of June 30, 2008 was $23,702,000). This debt was secured by a mortgage on each of the vessels, assignments of earnings, insurance and requisition compensation of the mortgaged vessel and is guaranteed by Lincoln Finance Corp. and Nouvelle Enterprises S.A., which is the sole shareholder of Lincoln. The sellers that own the second hand vessels used the syndicated loan to finance some or all of the acquisition costs of their respective vessels. As of June 30, 2008, December 31, 2007 and 2006, the long-term debt of the sellers represented the allocated amount of the remaining balance of the syndicated loan after taking into account vessel sales. The long-term debt applicable to the sellers as of June 30, 2008, December 31, 2007 and 2006 was $60,884,000, $48,330,000 and $49,774,000, respectively. We have not assumed any portion of this loan, and the sellers delivered the four vessels to us free and clear of all liens and encumbrances.

On December 24, 2004, certain of the sellers entered into memoranda of agreement with third parties pursuant to which they agreed to purchase the African Oryx f/k/a the M.V. Gangga Nagara, the African Zebra f/k/a the M.V. Handy Tiger, the Bremen Max f/k/a the M.V. Bunga Saga Satu and the Hamburg Max f/k/a the Bunga Saga Empat for a purchase price of $20.5 million, $14.0 million, $29.0 million and $32.0 million, respectively. The African Oryx, the African Zebra, the Bremen Max and the Hamburg Max were delivered to the respective sellers on April 4, 2005, January 3, 2005, January 26, 2005 and April 1, 2005, respectively.

On June 23, 2006, the sellers that own the two newly built vessels and a third vessel-owning company that is not one of the sellers, entered into a loan facility of up to $20,160,000 and a guarantee of up to $28,800,000 each to be used to partly finance and guarantee payment to the shipyard for the newly constructed vessels. The loan bears interest at variable rates (LIBOR plus a spread of 0.65%) and was repayable in full at the earlier of May 18, 2009 or the date the newly constructed vessels are delivered by the shipyard. This loan

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has been paid in full. We have not assumed any portion of this loan and the sellers delivered the two newly constructed vessels to us free and clear of all liens and encumbrances.

The sellers financed the purchase price of the vessels as follows:

Vessel	Financed(1)		Cash(2)
Africa Oryx	$	13,851,850	$	6,648,150
Africa Zebra	$	9,459,800	$	4,540,200
Bremen Max	$	19,595,300	$	9,404,700
Hamburg Max	$	21,622,400	$	10,377,600
Davakis G (ex. Hull No. KA 215)	$	16,674,000	$	7,146,000
Delos Ranger (ex. Hull No. KA 216)	$	16,674,000	$	7,146,000

(1)	Financed with the credit facilities described above.
(2)	Cash provided to the sellers by their shareholders.

The dry bulk carriers the sellers owned had an average age of 10.5 years as of June 30, 2008. For financial statement purposes, the sellers used an estimated remaining useful life as June 30, 2008 of between 3 and 16 years for its vessels other than the newly constructed vessels, which vessels life it estimated as 25 years. However, economics, rather than a set number of years, determines the actual useful life of a vessel. As a vessel ages, the maintenance costs rise particularly with respect to the cost of surveys. So long as the revenue generated by the vessel sufficiently exceeds its maintenance costs, the vessel will remain in use, which time period could well exceed the useful life estimate described above. If the revenue generated or expected future revenue does not sufficiently exceed the maintenance costs, or if the maintenance costs exceed the revenue generated or expected future revenue, then the vessel owner usually sells the vessel for scrap.

Cash Flows

Operating Activities — Net cash from operating activities totaled $17,993,000 during the six months ended June 30, 2008, as compared to $4,094,000 during the comparable period in 2007. This increase reflected is primarily due to increased revenue as a result of improved time charter rates and higher operating days. Net cash from operating activities totaled $25,577,000 during fiscal 2007, as compared to $19,161,000 during fiscal 2006. This increase reflected primarily the increase in vessel revenues received in 2007. The decrease in net cash from operating activities from fiscal 2006 as compared to fiscal 2005, during which net cash from operating activities totaled $26,169,000, resulted primarily from a slight decrease in charter revenue during 2006 and the repayment of amounts due to related parties in 2006.

Investing Activities — The sellers used $21,499,000 of cash in investing activities during the six month period ended June 30, 2008 as compared to $5,534,000 used in investing activities during the comparable period in 2007. The increase was primarily a result of amounts paid under the vessel construction contracts for the two newly constructed vessels during the first six months of 2008, one of which was delivered and put into operation in May 2008. The sellers used $13,531,000 of cash in investing activities during fiscal 2007 as compared to $6,474,000 used in investing activities during fiscal 2006. The increase was primarily a result of amounts paid under the vessel construction contracts for the newly constructed vessels in fiscal 2007. The sellers used $86,711,000 of cash in investing activities during fiscal 2005, which related primarily to the purchase of four vessels.

Financing Activities — Net cash provided by financing activities during the six months ended June 30, 2008 was $7,646,000, which includes $12,812,000 of dividend payments to the shareholders of sellers and $9,081,000 of repayments of long term debt, offset by $7,904,000 of capital contributions and $21,635,000 of proceeds from long term debt used to finance vessel acquisitions. Net cash used in financing activities during fiscal 2007 was $13,471,000, which includes $15,932,000 of dividend payments to the shareholders of the sellers and $9,844,000 of repayments of long term debt, partially offset by capital contributions from the sellers’ shareholders of $3,905,000 and proceeds from long-term debt of $8,400,000. Net cash used in financing activities in fiscal 2006 was $11,248,000, which primarily reflects $11,838,000 of dividend payments

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to the shareholders of the sellers and $7,573,000 of repayments of long term debt, partially offset by capital contributions from the sellers’ shareholders of $8,163,000. Net cash provided by financing activities in fiscal 2005 was $60,549,000, which primarily reflects proceeds of borrowings of $55,070,000 used by the sellers to acquire four vessels and capital contributions from the sellers’ shareholders of $15,980,000, which was partially offset by $3,319,000 of dividend payments to the shareholders of the sellers and repayment of long-term debt of $7,182,000.

Quantitative and Qualitative Disclosures of Market Risk

Interest rate risk

The sellers’ long-term debt in relation to the four vessels and the new buildings bears an interest rate of LIBOR plus a spread of 0.875% and 0.65%, respectively. A 100 basis-point increase in LIBOR would result in an increase to the finance cost of $568,000 in the next year. The sellers have no further obligation, with respect to their long-term debt, in relation to the six vessels it sold to Seanergy in August and September 2008.

Foreign exchange risk

The sellers generated revenue in U.S. dollars and incurred minimal expenditures relating to consumables in foreign currencies. The foreign currency risk was minimal.

Inflation

The sellers did not consider inflation to be a significant risk to direct expenses in the current and foreseeable future.

Capital Requirements

On May 20, 2008 and August 22, 2008, the Davakis G (Hull No. KA 215) and the Delos Ranger (ex. Hull No. KA 216), respectively, were delivered to the sellers. As of June 30, 2008, the capital commitment was approximately $11.8 million. The sellers did not anticipate any other capital expenditures during the year ended December 31, 2008 as these vessels had been sold to Seanergy on August 28, 2008.

Off-Balance Sheet Arrangements

As of December 31, 2007 and June 30, 2008, the sellers did not have off-balance sheet arrangements.

Contractual Obligations and Commercial Commitments

The following tables summarize the sellers’ contractual obligations as of December 31, 2007 and June 30, 2008. The sellers neither have capital leases nor operating leases.

	Payments Due by Period
			Less Than						More Than
December 31, 2007	Total		1 Year		1-2 Years		2-5 Years		5 Years
	(Dollars in thousands)
Long-term debt(1)		48,330		9,750		4,724		14,171		19,685
Management fees(2)		3,317		973		1,172		1,172		—
Capital commitments for vessel construction		30,840		30,840		—		—		—
Total obligations		82,487		41,563		5,896		15,343		19,685

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	Payments Due by Period
			Less Than						More Than
June 30, 2008	Total		1 Year		1-2 Years		2-5 Years		5 Years
	(Dollars in thousands)
Long-term debt(1)		60,884		12,364		5,643		16,931		25,946
Management fees(2)		2,901		1,143		1,172		586		—
Capital commitment for vessel construction		11,820		11,820		—		—		—
Total obligations		75,605		25,327		6,815		17,517		25,946

(1)

The long-term debt has been repaid or reallocated as of the dates the vessels were delivered to Seanergy in August and September 2008.

(2)

EST provides management services in exchange for a fixed fee per day for each vessel in operation. These agreements are entered into with an initial three-year term until terminated by the other party. The amounts indicated above are based on a management fee of $535 dollars per day per vessel. This management fee agreement has been terminated as of the dates the vessels were delivered to Seanergy in August and September 2008.

Recent Accounting Pronouncements

A number of new standards, amendments to standards and interpretations were not yet effective for the year ended December 31, 2007 or the six months ended June 30, 2008, and have not been applied in preparing the sellers’ combined financial statements:

(i) IFRS 8 Operating Segments introduces the “management approach” to segment reporting. IFRS 8, which becomes mandatory for the financial statements of 2009, will require the disclosure of segment information based on the internal reports regularly reviewed by the sellers’ Chief Operating Decision Maker in order to assess each segment’s performance and to allocate resources to them. The sellers are evaluating the impact of this standard on the combined financial statements.

(ii) Revised IAS 23 Borrowing Costs removes the option to expense borrowing costs and requires that an entity capitalize borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Currently, the sellers capitalize borrowing costs directly attributable to the construction of the vessels and therefore the revised IAS 23 which will become mandatory for the sellers’ 2009 financial statements is not expected to have a significant effect.

(iii) IFRIC 11 IFRS 2 Group and Treasury Share Transactions requires a share-based payment arrangement in which an entity receives goods or services as consideration for its own equity instruments to be accounted for as an equity-settled share-based payment transaction, regardless of how the equity instruments are obtained. IFRIC 11 will become mandatory for the sellers’ 2008 financial statements, with retrospective application required. This standard does not have an effect on the combined financial statements as it is not relevant to the sellers’ operations.

(iv) IFRIC 12 Service Concession Arrangements provides guidance on certain recognition and measurement issues that arise in accounting for public-to-private service concession arrangements. IFRIC 12, which becomes mandatory for the sellers’ 2008 financial statements. IFRIC 12 does not have an effect on the combined financial statements as it is not relevant to the sellers’ operations.

(v) IFRIC 13 Customer Loyalty Programs addresses the accounting by entities that operate, or otherwise participate in, customer loyalty programs for their customers. It relates to customer loyalty programs under which the customer can redeem credits for awards such as free or discounted goods or services. IFRIC 13, which becomes mandatory for the sellers’ 2009 financial statements, is not expected to have any impact on the combined financial statements.

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(vi) IFRIC 14 IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction clarifies when refunds or reductions in future contributions in relation to defined benefit assets should be regarded as available and provides guidance on the impact of minimum funding requirements (MFR) on such assets. It also addresses when a MFR might give rise to a liability. IFRIC 14 will become mandatory for the sellers’ 2008 financial statements, with retrospective application required. IFRIC 14 does not have an effect on the combined financial statements as it is not relevant to the sellers’ operations.

(vii) Revision to IAS 1, Presentation of Financial Statements: The revised standard is effective for annual periods beginning on or after January 1, 2009. The revision to IAS 1 is aimed at improving users’ ability to analyze and compare the information given in financial statements. The changes made are to require information in financial statements to be aggregated on the basis of shared characteristics and to introduce a statement of comprehensive income. This will enable readers to analyze changes in equity resulting from transactions with owners in their capacity as owners (such as dividends and share repurchases) separately from ’non-owner’ changes (such as transactions with third parties). In response to comments received through the consultation process, the revised standard gives preparers of financial statements the option of presenting items of income and expense and components of other comprehensive income either in a single statement of comprehensive income with sub-totals, or in two separate statements (a separate income statement followed by a statement of comprehensive income). Management is currently assessing the impact of this revision on the sellers’ financial statements.

(viii) Revision to IFRS 3 Business Combinations and an amended version of IAS 27 Consolidated and Separate Financial Statements: These versions were issued by IASB on January 10, 2008, which take effect on July 1, 2009. The main changes to the existing standards include: (i) minority interests (now called non-controlling interests) are measured either as their proportionate interest in the net identifiable assets (the existing IFRS 3 requirement) or at fair value; (ii) for step acquisitions, goodwill is measured as the difference at acquisition date between the fair value of any investment in the business held before the acquisition, the consideration transferred and the net assets acquired (therefore there is no longer the requirement to measure assets and liabilities at fair value at each step to calculate a portion of goodwill); (iii) acquisition-related costs are generally recognized as expenses (rather than included in goodwill); (iv) contingent consideration must be recognized and measured at fair value at acquisition date with any subsequent changes in fair value recognized usually in the profit or loss (rather than by adjusting goodwill) and (v) transactions with non-controlling interests which do not result in loss of control are accounted for as equity transactions. Management is currently assessing the impact that these revisions will have on the sellers.

(ix) Revision to IFRS 2 Share-based Payment: The revision is effective for annual periods on or after January 1, 2009 and provides clarification for the definition of vesting conditions and the accounting treatment of cancellations. It clarifies that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. It also specifies that all cancellations, whether by the entity or other parties, should receive the same accounting treatment. The sellers do not expect this standard to affect its combined financial statements as currently there are no share-based payment plans.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR BET

The following management’s discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”), included elsewhere in this prospectus, of BET. This discussion relates to the operations and financial condition of BET including its wholly owned subsidiaries prior to the time we acquired a 50% interest in BET. We control BET through our right to appoint a majority of the BET board of directors. Although, BET charters the vessels it owns and earns revenue from charter hire, as it did prior to the time we purchased a controlling interest in BET, we have chartered some of the vessels to different charterers on different terms than existed prior to our acquisition of a controlling interest in BET. The pre-acquisition expense structure of BET was also different from ours, as BET, which was a joint venture between Constellation and an affiliate of the Restis family, did not employ any executive officers or staff except crew on board each of its vessels. Certain vessel-related fees, such as management fees, will also vary from the amount that was previously paid by BET. As a result, BET’s financial statements and this discussion may not be indicative of what our historical results of operations would have been for the comparable periods had we owned a 50% interest in BET at that time. In addition, BET’s results of operations and financial condition may not be indicative of what our results of operations and financial condition might be in the future.

This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, such as those set forth in the section entitled “Risk Factors” and elsewhere in this prospectus.

General

BET is a provider of worldwide ocean transportation services through the ownership of five dry bulk carriers. BET was incorporated in December 2006 under the laws of the Republic of the Marshall Islands, as a joint venture between Constellation and Mineral Transport.

The operations of BET’s vessels were managed by EST, which is an affiliate of members of the Restis family and which manages our other vessels. Following our acquisition of a 50% interest in BET, EST is continuing to manage BET’s vessels pursuant to a management agreement. EST provides BET with a wide range of shipping services. These services include, at a daily fee per vessel (payable monthly), the required technical management, such as managing day-to-day vessel operations including supervising the crewing, supplying, maintaining and dry-docking of the vessels. Constellation Energy Commodities Group Limited, a company affiliated with Constellation, provided commercial brokerage services to BET and earned fees in connection with the charter of the vessels prior to our acquisition of an interest in BET. Following our acquisition of a 50% interest in BET, Safbulk Maritime is providing these services to BET pursuant to a brokerage agreement.

The following table details the vessels owned by BET:

Vessel Name	Dwt		Vessel Type		Built		Date of Delivery
BET Commander		149,507		Capesize		1991	December 17, 2007
BET Scouter		171,175		Capesize		1995	July 23, 2007
BET Fighter		173,149		Capesize		1992	August 29, 2007
BET Intruder		69,235		Panamax		1993	March 20, 2008
BET Prince		163,554		Capesize		1995	January 7, 2008

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Important Measures for Analyzing BET’S Results of Operations

BET believes that the important non-GAAP/non-IFRS measures and definitions for analyzing its results of operations consist of the following:

•  Ownership days.  Ownership days are the total number of calendar days in a period during which BET owned each vessel in its fleet. Ownership days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of expenses recorded during that period.

•  Available days.  Available days are the number of ownership days less the aggregate number of days that a company’s vessels are off-hire due to major repairs, dry-dockings or special or intermediate surveys. The shipping industry uses available days to measure the number of ownership days in a period during which vessels should be capable of generating revenues.

•  Operating days.  Operating days are the number of available days in a period less the aggregate number of days that vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

•  Fleet utilization.  Fleet utilization is determined by dividing the number of operating days during a period by the number of ownership days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for any reason excluding scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys.

•  Off-hire.  The period a vessel is unable to perform the services for which it is required under a charter.

•  Time charter.  A time charter is a contract for the use of a vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port costs, canal charges and fuel expenses. The vessel owner pays the vessel operating expenses, which include crew wages, insurance, technical maintenance costs, spares, stores and supplies and commissions on gross voyage revenues. Time charter rates are usually fixed during the term of the charter. Prevailing time charter rates do fluctuate on a seasonal and year-to-year basis and may be substantially higher or lower from a prior time charter agreement when the subject vessel is seeking to renew the time charter agreement with the existing charterer or enter into a new time charter agreement with another charterer. Fluctuations in time charter rates are influenced by changes in spot charter rates.

•  TCE.  Time charter equivalent or TCE rates are defined as our time charter revenues less voyage expenses during a period divided by the number of our operating days during the period, which is consistent with industry standards. Voyage expenses include port charges, bunker (fuel oil and diesel oil) expenses, canal charges and commissions.

Revenues

BET’S revenues were driven primarily by the number of vessels it operated, the number of operating days during which its vessels generated revenues, and the amount of daily charter hire that its vessels earned under charters. These, in turn, were affected by a number of factors, including the following:

•  The nature and duration of BET’s charters;

•  The amount of time that BET’s spent repositioning its vessels;

•  The amount of time that BET’s vessels spent in dry-dock undergoing repairs;

•  Maintenance and upgrade work;

•  The age, condition and specifications of BET’s vessels;

•  The levels of supply and demand in the dry bulk carrier transportation market; and

•  Other factors affecting charter rates for dry bulk carriers under voyage charters.

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A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount. Under voyage charters, voyage expenses such as port, canal and fuel costs are paid by the vessel owner. A time charter trip and a period time charter or period charter are generally contracts to charter a vessel for a fixed period of time at a set daily rate. Under time charters, the charterer pays voyage expenses. Under both types of charters, the vessel owners pay for vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs. The vessel owners are also responsible for each vessel’s dry-docking and intermediate and special survey costs.

Vessels operating on period time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market for single trips during periods characterized by favorable market conditions.

Vessels operating in the spot charter market generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in dry bulk rates. Spot charters also expose vessel owners to the risk of declining dry bulk rates and rising fuel costs. BET’s vessels were chartered on spot and period time charters during the six months ended June 30, 2009, and during fiscal 2008 and fiscal 2007.

A standard maritime industry performance measure is the “time charter equivalent” or “TCE.” TCE revenues are voyage revenues minus voyage expenses divided by the number of operating days during the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage and that would otherwise be paid by a charterer under a time charter. Some companies in our industry believe that the daily TCE neutralizes the variability created by unique costs associated with particular voyages or the employment of dry bulk carriers on time charter or on the spot market and presents a more accurate representation of the revenues generated by dry bulk carriers. BET’s average TCE rates for 2008 and 2007 were $32,604 and $13,553, respectively.

Vessel Operating Expenses

Vessel operating expenses include management fees, crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Vessel operating expenses generally represent costs of a fixed nature. Some of these expenses are required, such as insurance costs and the cost of spares.

Depreciation

During the years ended December 31, 2008 and 2007 and the six months ended June 30, 2009, BET depreciated its vessels on a straight-line basis over their then remaining useful lives after considering the residual value of the vessels. The residual value for the six months ended June 30, 2009 and for fiscal 2008 and fiscal 2007 was $500 per light weight tonnage. The estimated useful lives as of June 30, 2009 were 25 years, based on an industry-wide accepted estimated useful life of 25 years from the original build dates of the vessels, for financial statement purposes. BET’s total costs associated with dry-docking and special surveys were deferred and amortized on a straight-line basis over a period of between two to five years.

Seasonality

Coal, iron ore and grains, which are the major bulks of the dry bulk shipping industry, are somewhat seasonal in nature. The energy markets primarily affect the demand for coal, with increases during hot summer periods when air conditioning and refrigeration require more electricity and towards the end of the calendar year in anticipation of the forthcoming winter period. The demand for iron ore tends to decline in the summer months because many of the major steel users, such as automobile makers, reduce their level of production significantly during the summer holidays. Grains are completely seasonal as they are driven by the harvest within a climate zone. Because three of the five largest grain producers (the United States of America, Canada and the European Union) are located in the northern hemisphere and the other two (Argentina and Australia) are located in the southern hemisphere, harvests occur throughout the year and grains require dry bulk shipping accordingly.

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Principal Factors Affecting BET’s Business

The principal factors that affected BET’s financial position, results of operations and cash flows included the following:

•  Number of vessels owned and operated;

•  Charter market rates and periods of charter hire;

•  Vessel operating expenses and voyage costs, which were incurred in both U.S. Dollars and other currencies, primarily Euros;

•  Cost of dry-docking and special surveys;

•  Depreciation expenses, which were a function of the cost, any significant post-acquisition improvements, estimated useful lives and estimated residual scrap values of sellers’ vessels;

•  Financing costs related to indebtedness associated with the vessels;

•  Fluctuations in foreign exchange rates; and

•  Impairment losses on vessels.

Performance Indicators

BET believes that the unaudited information provided below is important for measuring trends in its results of operations. The figures shown below are statistical ratios/non-GAAP/non-IFRS financial measures and definitions used by management to measure performance of the vessels. They are not included in financial statements prepared under IFRS.

	Twelve Months Ended
	December 31,
	2008			2007
Fleet Data:
Average number of vessels(1)
Ownership days(2)		1,937			399
Available days(3) (equals operating days for the periods listed(4))		1,811			394
Fleet utilization(5)		93.5	%		98.75	%
Average Daily Results:
Average TCE rate(6)		32,604			13,553
Vessel operating expenses(7)		12,001			2,815
Management fees(8)		1,941			441
Total vessel operating expenses(9)		13,942			3,256

(1)	Average number of vessels is the number of vessels that constituted BET’s fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of BET’s fleet during the relevant period divided by the number of calendar days in the relevant period.
(2)	Ownership days are the total number of days in a period during which the vessels in a fleet have been owned. Ownership days are an indicator of the size of BET’s fleet over a period and affect both the amount of revenues and the amount of expenses that BET recorded during a period.
(3)	Available days are the number of ownership days less the aggregate number of days that vessels are off-hire due to major repairs, dry-dockings or special or intermediate surveys. The shipping industry uses available days to measure the number of ownership days in a period during which vessels should be capable of generating revenues.
(4)	Operating days are the number of available days in a period less the aggregate number of days that vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating

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	days to measure the aggregate number of days in a period during which vessels actually generate revenues.
(5)	Fleet utilization is the percentage of time that BET’s vessels were generating revenue, and is determined by dividing operating days by ownership days for the relevant period.
(6)	Time charter equivalent, or TCE, rates are defined as the time charter revenues less voyage expenses during a period divided by the number of our operating days during the period, which is consistent with industry standards. Voyage expenses include port charges, bunker (fuel oil and diesel oil) expenses, canal charges and commissions.
	The following table is unaudited and includes information that is extracted directly from the financial statements, as well as other information used by BET for monitoring performance.

	Twelve Months Ended
	December 31,
	2008		2007
	(Dollars in thousands except per diem amounts)
Vessel revenues		61,027		5,362
Voyage expenses		1,981		(22	)
Net operating revenues		59,046		5,340
Operating days		1,811		394
Average TCE daily rate		32,604		13,553

(7) Average daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, are calculated by dividing vessel operating expenses by ownership days for the relevant time periods:

	Twelve Months Ended
	December 31,
	2008		2007
	(Dollars in thousands except per diem amounts)
Vessel operating expenses		13,942		3,256
Ownership days		1,937		399
Daily vessel operating expense		72		816

(8)	Daily management fees are calculated by dividing total management fees by ownership days for the relevant time period.
(9)	Total vessel operating expenses, or TVOE, is a measurement of total expenses associated with operating the vessels. TVOE is the sum of vessel operating expenses and management fees. Daily TVOE is calculated by dividing TVOE by fleet ownership days for the relevant time period

Critical Accounting Policies

The discussion and analysis of BET’s financial condition and results of operations is based upon its financial statements, which have been prepared in accordance with IFRS. The preparation of those financial statements requires BET to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of its financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. BET has described below what it believes are the estimates and assumptions that have the most significant effect on the amounts recognized in its financial statements. These estimates and assumptions relate to useful lives of its vessels, valuation and

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impairment losses on vessels, and dry-docking costs because BET believes that the shipping industry is highly cyclical, experiencing volatility in profitability, vessel values and charter rates resulting from changes in the supply of and demand for shipping capacity. In addition, the dry bulk market is affected by the current international financial crisis which has slowed down world trade and caused drops in charter rates. The lack of financing, global steel production cuts and outstanding agreements between iron ore producers and Chinese industrial customers have temporarily brought the market to a stagnation.

Useful Lives of Vessels.  BET evaluated the periods over which its vessels were depreciated to determine if events or changes in circumstances had occurred that would require modification to their useful lives. In evaluating the useful lives of its vessels, BET reviewed certain indicators of potential impairment, such as the age of the vessels. BET depreciated each of its vessels on a straight-line basis over its estimated useful life, which during the year ended December 31, 2008 was estimated to be 25 years. Depreciation was based on cost less the estimated residual scrap value. Furthermore, BET estimated the residual values of its vessels to be $500 per lightweight ton. An increase in the useful life of a vessel or in the residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease in the useful life of the vessel or in the residual value would have the effect of increasing the annual depreciation charge. However, when regulations place limitations on the ability of a vessel to trade on a worldwide basis, the vessel’s useful life was adjusted to end at the date such regulations become effective.

Valuation of Vessels and Impairment.  BET originally valued its vessels at cost less accumulated depreciation and accumulated impairment losses. Vessels were subsequently measured at fair value on an annual basis. Increases in an individual vessel’s carrying amount as a result of the revaluation were recorded in recognized income and expense and accumulated in equity under the caption revaluation reserve. The increase was recorded in the statements of income to the extent that it reversed a revaluation decrease of the related asset. Decreases in an individual vessel’s carrying amount were recorded in the statements of income as a separate line item. However, the decrease was recorded in recognized income and expense to the extent of any credit balance existing in the revaluation reserve in respect of the related asset. The decrease recorded in recognized income and expense reduced the amount accumulated in equity under the revaluation reserve. The fair value of a vessel was determined through market value appraisal, on the basis of a sale for prompt, charter-free delivery, for cash, on normal commercial terms, between willing sellers and willing buyers of a vessel with similar characteristics, without physical inspection of the vessel.

BET considers this to be a critical accounting policy because assessments need to be made due to the shipping industry being highly cyclical, experiencing volatility in profitability, vessel values and fluctuation in charter rates resulting from changes in the supply of and demand for shipping capacity. In the current time the dry bulk market is affected by the current international financial crisis which has slowed down world trade and caused drops in charter rates. The lack of financing, global steel production cuts and outstanding agreements between iron ore producers and Chinese industrial customers have temporarily brought the market to a stagnation.

To determine whether there was an indication of impairment, BET compared the recoverable amount of the vessel, which is the greater of the fair value less costs to sell or value in use. Fair value represents the market price of a vessel in an active market, and value in use is based on estimations on future undiscounted cash flows resulting from the use of each vessel less operating expenses and its eventual disposal. The assumptions to be used to determine the greater of the fair value or value in use required a considerable degree of estimation on the part of BET’s management team. Actual results could differ from those estimates, which could have a material effect on the recoverability of the vessels.

The most significant assumptions used were: the determination of the possible future new charters, future charter rates, on-hire days which were estimated at levels that are consistent with the on-hire statistics, future market values, and time value of money. Estimates were based on market studies and appraisals made by leading independent shipping analysts and brokers, and assessment by management on the basis of market information, shipping newsletters, chartering and sale of comparable vessels reported in the press and historical charter rates for similar vessels.

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An impairment loss was recognized if the carrying value of the vessel exceeded its estimated recoverable amount, as was the case between December 31, 2008 and August 12, 2009, the date we acquired a 50% interest in BET.

Dry-docking Costs.  From time to time BET’s vessels were required to be dry-docked for inspection and re-licensing at which time major repairs and maintenance that could not be performed while the vessels were in operation were generally performed (generally every 2.5 years). At the date of acquisition of a second hand vessel, management estimated the component of the cost that corresponds to the economic benefit to be derived from capitalized dry-docking cost, until the first scheduled dry-docking of the vessel under the ownership of BET, and this component was depreciated on a straight-line basis over the remaining period to the estimated dry-docking date.

Year ended December 31, 2008 (“fiscal 2008”) as compared to year ended December 31, 2007 (“fiscal 2007”)

Vessel Revenues — Vessel revenues for fiscal 2008 were $61,027,000, an increase of $55,665,000 or 1,038.1% over fiscal 2007. Revenues increased primarily as a result of the operation of three of BET’s vessels for an entire twelve months as compared to less than five months of operations and the addition of two additional vessels during fiscal 2008, offset by the loss of revenue generated by the BET Performer, which was sold on July 10, 2008 and which operated for three months during 2007.

Voyage Expenses — Voyage expenses, which include classification fees and surveys, fuel expenses, port expenses, tugs, commissions and fees, and insurance and other voyage expenses, totaled $1,981,000 for fiscal 2008, as compared to $22,000 for fiscal 2007, which represents an increase of 99%. This increase of $1,959,000 in direct voyage expenses primarily reflects the increase in vessels operated in 2008.

Vessel Operating Expenses — Vessel operating expenses were $13,942,000 for fiscal 2008, an increase of $10,686,000, or 328.19%, over $3,256,000 for fiscal 2007. Vessel operating expenses include the costs of chemicals and lubricants, repairs and maintenance, insurance and administration expenses for the vessels. These expenses increased in fiscal 2008 primarily due to the increase in the number of operating days.

Gain on Sale of Vessels — During fiscal 2008, BET recorded a gain on sale of vessels of $59,068,000 resulting from the sale of the BET Performer on July 10, 2008. During fiscal 2007, BET did not sell any vessels.

Impairment Loss — At December 31, 2008, BET adjusted its vessels to fair value. During fiscal 2008, due to changing market conditions, BET recorded an impairment loss, which included a revaluation reserve of $142,239,000 associated with the value of each of the vessels, amounting in total to $2,649,000. No such losses were incurred by BET during fiscal 2007.

Depreciation and Amortization — For fiscal 2008, depreciation and amortization expense totaled $41,824,000, as compared to $4,350,000 for fiscal 2007, which represented an increase of $37,474,000 or 861.47%. This increase resulted from the increase in the number of vessels operated in 2008.

Results from Operating Activities — For fiscal 2008, results from operating activities were $59,699,000, which represents an increase of $61,965,000, or 2,734.6%, compared to an operating loss of $2,266,000 for fiscal 2007. The primary reasons for the increase in the results from operating activities were the increase in revenues as described above and the gain on the sale of the BET Performer, offset by the increased vessel operating expenses and depreciation and amortization.

Net Finance Costs — Net finance cost for fiscal 2008 was $14,966,000, which represents an increase of $12,508,000, or 503%, compared to $2,488,000 fiscal 2007. The net increase in finance costs resulted primarily from the increase in loan principal outstanding under the BET loan facility.

Net Profit — The net profit for fiscal 2008 was $44,703,000, as compared to a net loss of $4,754,000 for fiscal 2007. This increase of $49,457,000, or 1,041%, is primarily due to the gain on sale of the BET Performer and the increase in vessel revenue offset by the increase in vessel operating expenses and depreciation and amortization.

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Liquidity and Capital Resources

BET’s principal sources of funds have been equity provided by its shareholders, operating cash flows and long-term borrowings. Its principal uses of funds have been capital expenditures to acquire and maintain its fleet, payments of dividends, working capital requirements and principal repayments on outstanding loan facilities.

The six wholly-owned subsidiaries of BET financed the acquisition of their respective vessels with the proceeds of an amortizing loan from Citibank International PLC, as agent for a syndicate of banks and financial institutions set forth in the loan agreement, in the principal amount of $222,000,000. The loan agreement dated June 26, 2007 is guaranteed by BET. The BET subsidiaries drew down on agreed portions of the loan facility to acquire each of the original six vessels in the BET fleet. The amount of the loan for each vessel was less than or equal to 70% of the contractual purchase price for the applicable vessel. The loan bears interest at the annual rate of LIBOR plus 0.75%. On July 10, 2008, BET, through its wholly owned subsidiary, sold the BET Performer and paid an amount on the loan equal to $41,453,000, as required by the loan agreement.

The loan is repayable commencing on December 28, 2007 through 15 equal semi-annual installments of principal in the amount of $8,286,500 followed by a balloon payment due six months thereafter in the amount of $51,289,000, as these installment amounts were revised after the BET Performer sale. As of June 30, 2009, the outstanding loan facility was $142,472,000. Following BET’s supplemental agreement dated September 30, 2009 and prepayment of $20 million, the semi-annual installments of principal and the balloon payment amount to $7,128,158 and $44,062,262, respectively. The borrowers are required to deposit one-sixth of the next principal payment in a retention account each month to fund each semi-annual principal payment. Interest is due and payable based on interest periods selected by BET equal to one month, two months, three months, six months, or a longer period up to 12 months. For interest periods longer than three months, interest is due in three-month installments.

The BET loan facility is secured by the following: the loan agreement, a letter agreement regarding payment of certain fees and expenses by BET; a first priority mortgage on each of the BET vessels; the BET guaranty of the loan; a general assignment or deed of covenant of any and all earnings, insurances and requisition compensation of each of the vessels; pledges over the earnings accounts and retention accounts held in the name of each borrower; undertakings by the technical managers of the BET vessels; and the trust deed executed by Citibank for the benefit of the other lenders, among others.

The Borrowers also must assure that the aggregate market value of the BET vessels is not less than 125% of the outstanding amount of the loan. If the market value of the vessels is less than this amount, the Borrowers must prepay an amount that will result in the market value of the vessels meeting this requirement or offer additional security to the lender with a value sufficient to meet this requirement, which additional security must be acceptable to the lender. The value of the BET vessels shall be determined when requested by the lender, and such determination shall be made by any two of the lender’s approved shipbrokers, one of which shall be nominated by the lender and one of which shall be nominated by the borrowers.

Other covenants include the following:

•  Not to permit any lien to be created over all or any part of the borrowers’ present or future undertakings, assets, rights or revenues to secure any present or future indebtedness;

•  Not to merge or consolidate with any other person;

•  Not to sell, transfer, dispose of or exercise direct control over any part of the borrowers’ assets, rights or revenue without the consent of the lender;

•  Not to undertake any business other than the ownership and operation of vessels and the chartering of vessels to third parties;

•  Not to acquire any assets other than the BET vessels;

•  Not to incur any obligations except under the loan agreement and related documents or contracts entered into in the ordinary course of business;

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•  Not to borrow money other than pursuant to the loan agreement, except that the borrowers may borrow money from their shareholders or directors or their related companies as long as such borrowings are subordinate to amounts due under the loan agreement;

•  Not to guarantee, indemnify or become contingently liable for the obligations of another person or entity except pursuant to the loan agreement and related documents, except, in general, for certain guarantees that arise in the ordinary course of business;

•  Not to make any loans or grant any credit to any person, except that the borrowers make loans to BET or the borrowers’ related companies as long as they are made on an arm’s length basis in the ordinary course of business and are fully subordinated to the rights of the lender;

•  Not to redeem their own shares of stock;

•  Not to permit any change in the legal or beneficial ownership of any of the borrowers or BET or cause any change in the shareholders’ agreement or constitutional documents related to BET; and

•  Not to enter into any related party transactions except on an arm’s length basis and for full value.

On September 30, 2009, BET entered into a supplemental agreement with Citibank International PLC (as agent for the syndicate of banks and financial institutions set forth in the loan agreement) in connection with the $222,000,000 amortized loan obtained by the six wholly owned subsidiaries of BET, which financed the acquisition of their respective vessels. The material terms of the supplemental agreement with Citibank International PLC are as follows:

(1) the applicable margin for the period between July 1, 2009 and ending on June 30, 2010 (the amendment period) shall be increased to two per cent (2%) per annum;

(2) the borrowers to pay to the agent a restructuring fee of $286,198.91 and a part of the loan in the amount of $20,000,000; and

(3) the borrowers and the corporate guarantor have requested and the creditors consented to:

(a) the temporary reduction of the security requirement during the amendment period to 100%; and

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(b) the temporary reduction of the minimum equity ratio requirement of the principal corporate guarantee to be amended from 0.30: 1.0 to 0.175:1.0 during the amendment period at the end of the accounting periods ending on December 31, 2009 and June 30, 2010.

Cash Flows

Operating Activities — Net cash from operating activities totaled $35,712,000 during fiscal 2008, as compared to net cash used in operating activities of $131,000 during fiscal 2007. This increase reflected primarily the increase in vessels’ revenue in fiscal 2008 compared to the prior year due to increased operations in the current year.

Investing Activities — Net cash from investing activities was $28,306,000 for fiscal 2008 as compared to net cash used in investing activities of $225,841,000 in fiscal 2007. This increase was primarily due to BET’s acquisition of three vessels in 2007 versus two vessels in 2008 and the sale of the BET Performer in 2008.

Financing Activities — Net cash used in financing activities during fiscal 2008 was $55,573,000, which includes $53,888,000 of dividend payments to the shareholders of BET and $59,858,000 of repayments of long-term debt, partially offset by proceeds from long-term debt of $73,500,000 and capital contributions from shareholders of $8,185,000. Net cash provided by financing activities in fiscal 2007 was $252,637,000, which reflects capital contributions from BET’s shareholders of $115,553,000 and proceeds from long-term debt of $148,500,000, partially offset by $11,416,000 of repayments of long-term debt.

Quantitative and Qualitative Disclosures of Market Risk

Interest rate risk

BET’s long-term debt in relation to its vessels bears an interest rate of LIBOR plus a spread of 0.75%. A 100 basis-point increase in LIBOR would result in an increase to the finance cost of $138,000 in the next year.

BET has entered into interest rate swap agreements denominated in US Dollars. The notional contract amount of the swaps at December 31, 2008 amounted to $130,000,000. The interest rate swap agreements mature over the next five years and have an average fixed swap rate of 3.46%. The swap agreements are classified as a financial instrument stated at their fair value since they do not qualify for hedge accounting.

Foreign exchange risk

BET generated revenue in U.S. dollars and incurred minimal expenditures relating to consumables in foreign currencies. The foreign currency risk was minimal.

Inflation

BET did not consider inflation to be a significant risk to direct expenses in the current and foreseeable future.

Capital Requirements

BET’s capital requirements include only the routine dry docking of its vessels. BET anticipates capital expenditures of $1.2 million for the BET Commander during the year ending December 31, 2009, which will be funded from its operations:

Off-Balance Sheet Arrangements

As of December 31, 2008, BET did not have off-balance sheet arrangements.

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Contractual Obligations and Commercial Commitments

The following table summarizes BET’s contractual obligations as of December 31, 2008 based on the contractual terms of the arrangements and do not reflect any potential acceleration due to non-compliance with covenant terms. BET does not have any capital leases or operating leases.

	Payments Due by Period
			Less						More
			Than 1		1-2		2-5		Than 5
December 31, 2008	Total		Year		Years		Years		Years
	(Dollars in thousands)
Long-term debt		150,725		16,573		33,145		49,718		51,289
Interest on long-term debt		14,118		1,841		4,771		6,678		828
Management fees		8,166		1,381		2,632		4,153		—
Total obligations		173,009		19,795		40,548		60,549		52,117

Recent Accounting Pronouncements

A number of new standards, amendments to standards and interpretations were not yet effective for the year ended December 31, 2008, and were not applied in preparing BET’s financial statements:

(i) IFRS 8 Operating Segments introduces the “management approach” to segment reporting. IFRS 8, which becomes mandatory for the financial statements of 2009, will require the disclosure of segment information based on the internal reports regularly reviewed by BET’s Chief Operating Decision Maker in order to assess each segment’s performance and to allocate resources to them. BET is evaluating the impact of this standard on the financial statements.

(ii) Revised IAS 23 Borrowing Costs removes the option to expense borrowing costs and requires that an entity capitalize borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Currently, BET capitalize borrowing costs directly attributable to the construction of the vessels and therefore the revised IAS 23 which will become mandatory for BET’s 2009 financial statements is not expected to have a significant effect.

(iii) IFRIC 11 IFRS 2 Group and Treasury Share Transactions requires a share-based payment arrangement in which an entity receives goods or services as consideration for its own equity instruments to be accounted for as an equity-settled share-based payment transaction, regardless of how the equity instruments are obtained. IFRIC 11 will become mandatory for BET’s 2008 financial statements, with retrospective application required. This standard does not have an effect on the financial statements as it is not relevant to BET’s operations.

(iv) IFRIC 12 Service Concession Arrangements provides guidance on certain recognition and measurement issues that arise in accounting for public-to-private service concession arrangements. IFRIC 12, which becomes mandatory for BET’s 2008 financial statements. IFRIC 12 does not have an effect on the financial statements as it is not relevant to BET’s operations.

(v) IFRIC 13 Customer Loyalty Programs addresses the accounting by entities that operate, or otherwise participate in, customer loyalty programs for their customers. It relates to customer loyalty programs under which the customer can redeem credits for awards such as free or discounted goods or services. IFRIC 13, which becomes mandatory for BET’s 2009 financial statements, is not expected to have any impact on the financial statements.

(vi) IFRIC 14 IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction clarifies when refunds or reductions in future contributions in relation to defined benefit assets should be regarded as available and provides guidance on the impact of minimum funding requirements (MFR) on such assets. It also addresses when a MFR might give rise to a liability. IFRIC 14 will become mandatory for BET’s 2008 financial statements, with retrospective application required. IFRIC 14 does not have an effect on the financial statements as it is not relevant to BET’s operations.

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(vii) Revision to IAS 1, Presentation of Financial Statements: The revised standard is effective for annual periods beginning on or after January 1, 2009. The revision to IAS 1 is aimed at improving users’ ability to analyze and compare the information given in financial statements. The changes made are to require information in financial statements to be aggregated on the basis of shared characteristics and to introduce a statement of comprehensive income. This will enable readers to analyze changes in equity resulting from transactions with owners in their capacity as owners (such as dividends and share repurchases) separately from ’non-owner’ changes (such as transactions with third parties). In response to comments received through the consultation process, the revised standard gives preparers of financial statements the option of presenting items of income and expense and components of other comprehensive income either in a single statement of comprehensive income with sub-totals, or in two separate statements (a separate income statement followed by a statement of comprehensive income). Management is currently assessing the impact of this revision on BET’s financial statements.

(viii) Revision to IFRS 3 Business Combinations and an amended version of IAS 27 Consolidated and Separate Financial Statements: These versions were issued by IASB on January 10, 2008, which take effect on July 1, 2009. The main changes to the existing standards include: (i) minority interests (now called non-controlling interests) are measured either as their proportionate interest in the net identifiable assets (the existing IFRS 3 requirement) or at fair value; (ii) for step acquisitions, goodwill is measured as the difference at acquisition date between the fair value of any investment in the business held before the acquisition, the consideration transferred and the net assets acquired (therefore there is no longer the requirement to measure assets and liabilities at fair value at each step to calculate a portion of goodwill); (iii) acquisition-related costs are generally recognized as expenses (rather than included in goodwill); (iv) contingent consideration must be recognized and measured at fair value at acquisition date with any subsequent changes in fair value recognized usually in the profit or loss (rather than by adjusting goodwill) and (v) transactions with non-controlling interests which do not result in loss of control are accounted for as equity transactions. Management is currently assessing the impact that these revisions will have on BET.

(ix) Revision to IFRS 2 Share-based Payment: The revision is effective for annual periods on or after January 1, 2009 and provides clarification for the definition of vesting conditions and the accounting treatment of cancellations. It clarifies that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. It also specifies that all cancellations, whether by the entity or other parties, should receive the same accounting treatment. BET does not expect this standard to affect its financial statements as currently there are no share-based payment plans.

(x) IFRIC 15 — Agreements for the Construction of Real Estate: This interpretation is effective for annual periods beginning on or after January 1, 2009 and will not have any impact to the consolidated financial statements.

(xi) IFRIC 16 — Hedges of a Net Investment in a Foreign Operation: This interpretation is effective for annual periods beginning on or after October 1, 2008 and will not have any impact to the financial statements.

(xii) Reclassification of Financial Assets: Amendments to IAS 39 Financial Investments: Recognition and measurement and IFRS 7 Financial Instruments: Disclosure: These amendments are applicable from July 1, 2008 prospectively. Furthermore, amendments have been made to IFRS 7 to ensure disclosure is made of the above reclassifications, which are also applicable from July 1, 2008 and will not have any impact to the consolidated financial statements.

(xiii) Eligible Hedged Items Amendment to IAS 39 Financial Instruments: Recognition and measurement: These amendments are applicable retrospectively for annual periods beginning on or after July 1, 2009 and will not have any impact to the consolidated financial statements.

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(xiv) IFRIC 17 — Distribution of Non-cash Assets to Owners: This interpretation is applicable prospectively for annual periods beginning on or after July 1, 2009. Retrospective application is not permitted and this IFRIC will not have any impact to the consolidated financial statements.

(xv) IFRIC 18 — Transfer of Assets from Customers: This interpretation should be applied prospectively to transfers of assets from customers received on or after July 1, 2009 and will not have any impact to the consolidated financial statements.

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INDEX TO UNAUDITED PRO FORMA SUMMARY FINANCIAL DATA

	Page
Unaudited Pro Forma Condensed Balance Sheet of Seanergy Maritime Holdings Corp. and BET as of December 31, 2008		94
Unaudited Pro Forma Condensed Consolidated Statement of Operations of Seanergy Maritime Holdings Corp. and BET for the Year Ended December 31, 2008		95
Unaudited Conversion of BET Consolidated Balance Sheet from IFRS to US GAAP as of December 31, 2008		97
Unaudited Conversion of BET Consolidated Statement of Operations from IFRS to US GAAP for the Year Ended December 31, 2008		98
Unaudited Pro Forma Condensed Consolidated Statement of Operations of Seanergy Maritime Holdings Corp. and Subsidiaries and Restis Family Affiliated Vessels Acquired for the Year Ended December 31, 2008		100
Unaudited Conversion of Restis Family Affiliated Vessels Acquired Unaudited Condensed Combined Statement of Operations from IFRS to US GAAP for the Six Months Ended June 30, 2008		103

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SEANERGY AND BET UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Accounting Treatment

On August 12, 2009, Seanergy completed the acquisition of a 50% ownership interest in Bulk Energy Transport (Holdings) Limited. We control BET through our right to appoint a majority of the BET board of directors. The acquisition was accounted for under the purchase method of accounting and accordingly, the net assets acquired have been recorded at their fair values.

Basis of Accounting — The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP), assuming that the business combination had occurred at the beginning of the fiscal year 2008 for pro forma statement of operation data and at December 31, 2008 for proforma balance sheet data.

The unaudited pro forma summary financial information is for illustrative purposes only. You should not rely on the unaudited pro forma statement of operations for the year ended December 31, 2008 as being indicative of the historical financial position and results of operations that would have been achieved had the business combination been consummated as of January 1, 2008. See “Risk Factors,” “Consolidated Financial Statements” at December 31, 2008 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Seanergy Maritime and Seanergy” at December 31, 2008.

The unaudited pro forma balance sheet for the year ended December 31, 2008 has been derived from the consolidated (historical) balance sheet of Seanergy and its wholly acquired subsidiaries for the year ended December 31, 2008 and the unaudited consolidated balance sheet of BET as of December 31, 2008 as converted to US GAAP from IFRS. The unaudited pro forma statement of operations for the year ended December 31, 2008 has been derived from (i) the unaudited pro forma statement of operations for the year ended December 31, 2008, which had been derived from the unaudited combined statement of operations of the Restis family affiliated vessels acquired for the period January 1, 2008 to August 27, 2008 and from the consolidated (historical) statement of operations of Seanergy and its wholly acquired subsidiaries for the entire year ended December 31 2008; and (ii) the unaudited statement of operations of BET for the year ended December 31, 2008 as converted to US GAAP from IFRS.

The pro forma adjustments primarily relate to the allocation of the purchase price, including adjusting assets and liabilities to fair value with related changes in depreciation and amortization expense.

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Seanergy Maritime Holdings and Bulk Energy Transport (Holdings) Limited

Unaudited Proforma Condensed Balance Sheet as of December 31, 2008

						Proforma Including Fair Value
	Seanergy			Bulk Energy		Adjustments						Proforma
	Maritime			Transport		Debit			Credit			Combined
	(In thousands of US dollars, except for share and per share data, unless otherwise stated)
ASSETS
Current assets:
Cash and cash equivalents		27,543			35,110								62,653
Trade accounts and other receivables		577			2,025								2,602
Inventories		872			1,217								2,089
Due from related parties		822			16,094								16,916
Total current assets		29,814			54,446								84,260
Vessels		345,622			221,387					95,387	(1)		471,622
Office equipment, net		9			—					—			9
Total fixed assets		345,631			221,387								471,631
Deferred dry-docking costs					4,059					4,059	(2)		—
Deferred finance charges		2,757			661					661	(3)		2,757
Total Assets		378,202			280,553								558,648
LIABILITIES
Current liabilities:
Current portion of long-term debt		27,750			16,573								44,323
Due to related parties					59								59
Trade accounts and accrued expenses		1,381			3,009								4,390
Fair value of interest rate swap					6,935								6,935
Amounts due to underwriter		419			—								419
Accrued charges on convertible promissory note		420			—								420
Deferred revenue — related party		3,029			—								3,029
Deferred revenue		—			212					1,092	(4)		1,304
Total current liabilities		32,999			26,788								60,879
Long-term debt, excluding current portion		184,595			134,813								319,408
Convertible promissory note		29,043			—					—			29,043
Total liabilities		246,637			161,601								409,330
Shareholders’ equity:
Common stock		2											2
Additional paid-in capital		166,361			100,226		100,226	(5)					166,361
Accumulated deficit		(34,798	)		18,726		95,387	(1)		91,349	(5)		(25,922	)
							4,059	(2)
							661	(3)
							1,092	(4)
Noncontrolling interest										8,877	(5)		8,877
Total shareholders’ equity		131,565			118,952								149,318
Total liabilities and shareholders’ equity		378,202			280,553								558,648

94

Seanergy Maritime Holdings and Bulk Energy Transport

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2008

							Pro Forma
							Including
				Bulk			Fair Value
	Seanergy			Energy			Adjustments				Total
	Maritime(9)			Transport(10)			Debit	Credit			Proforma
Revenues:
Vessel revenue — related party		77,574			168							77,742
Revenue from vessels					60,859							60,859
Commissions — related party		(880	)		—							(880	)
Vessel revenue — related party, net		76,694			61,027							137,721
Expenses:
Direct voyage expenses		(954	)		(1,981	)						(2,935	)
Vessel operating expenses		(9,160	)		(12,001	)						(21,161	)
Voyage expenses — related party		(440	)									(440	)
Management fees — related party		(973	)		(1,941	)						(2,914	)
General and administration expenses		(1,840	)									(1,840	)
General and administration expenses — related party		(1,012	)									(1,012	)
Depreciation		(29,427	)		(23,119	)			14,366	(6)		(38,180	)
Amortization of deferred dry-docking costs		(605	)		(1,843	)						(2,448	)
Goodwill impairment loss		(44,795	)									(44,795	)
Vessels’ impairment loss												—
Operating Income (Loss)		(12,512	)		20,142							21,996
Gain on sale of vessels					57,222							57,222
Other Expenses:
Interest and finance costs		(7,121	)		(16,094	)						(23,215	)
Interest and finance costs — shareholders		(838	)									(838	)
Interest income — money market funds		36			1,098							1,134
Foreign currency exchange gains (losses), net		(39	)									(39	)
Other Income (Expense)		(7,962	)		(14,996	)						(22,958	)
Net Income (Loss)		(20,474	)		62,368				14,366			56,260
Noncontrolling interest					(38,367	)(7)						(38,367	)
Net Income attributable to Seanergy		(20,474	)		24,001				14,366			17,893
Net (Income)/Loss per common share
Basic		(0.92	)									0.80
Diluted		(0.92	)									0.26
Weighted average common shares outstanding (Note 8)
Basic		22,361,227										22,361,227
Diluted		22,361,227										69,913,969

ProForma Adjustments and Eliminations (In thousands of US Dollars, except for share and per share

data, unless otherwise stated):

(1) To record the vessels at their fair value as of the date of acquisition.

95

(2)	To eliminate dry-docking costs that are included in the fair value of the vessels.
(3)	To eliminate deferred finance costs due to fair value adjustments.
(4)	To adjust the time charter contracts acquired at their fair value.

(5) To record the negative goodwill and non controlling interest resulting from the acquisition of BET.

(6)	To adjust depreciation expense based on the fair value of the vessels as of the date of acquisition.
(7)	To reflect noncontrolling interest of 50% ownership in BET.
(8)	The calculation of net income (loss) per common share is summarized below.

(9) As previously reported under F1.

(10) As reported under US GAAP.

	2008
Basic:
Net (loss) income	$	17,893
Actual number of common shares outstanding — basic		22,361,227
Net income (loss) per common share-basic	$	0.80
Diluted:
Net (loss) income	$	17,893
Weighted average common shares outstanding		22,361,227
Effect of dilutive common stock equivalents		47,552,742
Pro forma weighted average number of common shares outstanding — diluted		69,913,969
Net income (loss) per common share-diluted	$	0.26

As of December 31, 2008, securities that could potentially dilute basic EPS in the future that were included in the computation of diluted EPS as mentioned above are:

Private warrants	16,016,667
Public warrants	22,968,000
Underwriters purchase options — common shares	1,000,000
Underwriters purchase options — warrants	1,000,000
Convertible note — to related party	2,260,000
Contingently-issuable shares — earn-out (Note 5)	4,308,075
Total	47,552,742

96

Bulk Energy Transport (Holdings) Limited (BET)

Unaudited Consolidated Balance Sheet
Conversion from IFRS to US GAAP
December 31, 2008

	As		Adjustments to Convert						As Presented
	Reported		IFRS to US GAAP						Under
	Under IFRS		Debit			Credit			US GAAP
	(In thousands of US dollars)
ASSETS
Current assets
Cash and cash equivalents		35,110								35,110
Restricted cash		—								—
Money market funds — held in trust		—								—
Trade accounts and other receivables		2,025								2,025
Inventories		1,217								1,217
Due from related parties		16,094								16,094
Total current assets		54,446								54,446
Restricted cash		—								—
Deferred loan costs		—								—
Vessels		276,753		2,649	(A4)		4,059	(A1)		221,387
				139,590	(A5)		208,562	(A2)
				15,016	(A3)
Dry-docking				4,059	(A1)					4,059
Deferred finance charges				661	(A6)					661
Total assets		331,199		161,975			212,621			280,553
LIABILITIES
Current liabilities
Current portion of long-term debt		16,573								16,573
Due to related parties		59								59
Trade accounts payable and accrued expenses		3,009								3,009
Fair value of interest rate swap		6,935								6,935
Amounts due to underwriter FV of charters attached
Deferred revenue		212								212
Total current liabilities		26,788								26,788
Long-term, excluding current portion		134,152					661	(A6)		134,813
Total liabilities		160,940					661			161,601
SHAREHOLDERS’ EQUITY
Common stock, no par value
Additional paid-in capital		100,226								100,226
Revaluation reserve		68,972		208,562	(A2)		139,590	(A5)		—
Retained earnings		1,061					2,649	(A4)		18,726
							15,016	(A3)
Total shareholders’ equity		170,259		208,562			157,255			118,952
Total liabilities and shareholders’ equity		331,199		208,562			157,916			280,553

US GAAP Adjustments and Eliminations to convert from IFRS to US GAAP (in thousands of US Dollars):

(A1)	Reclassification of dry docking expenses that under IFRS are considered a component of the asset.
(A2)	Reversal of the revaluation on vessels recorded under IFRS.
(A3)	Recalculation of depreciation in accordance with the historical cost basis.
(A4)	Reversal of impairment loss as carrying value was calculated using undiscounted cash flows compared to discounted cash flows under IFRS.
(A5)	Reversal of the decrease in revaluation reverse recorded under IFRS.
(A6)	Reclassification of deferred finance expenses.

97

Bulk Energy Transport

Unaudited Condensed Consolidated Statement of Operations
Conversion From IFRS to U.S. GAAP
For the year ended December 31, 2008

	As			Adjustments to Convert						As Presented
	Reported			IFRS to U.S. GAAP						Under U.S.
	Under IFRS			Debit			Credit			GAAP
	(In thousands of U.S. dollars)
Revenue from vessels		60,859									60,859
Revenue from vessels — related party		168									168
		61,027									61,027
Direct voyage expenses		1,981									1,981
		59,046									59,046
Gain on sale of vessels		59,068			1,846	(A3)					57,222
Operating expenses
Crew costs		5,213									5,213
Management fees — related party		1,941									1,941
Other operating expenses		6,788									6,788
Impairment loss		2,649						2,649	(A4)		—
Depreciation expense		41,824						1,843	(A1)		23,119
								15,016	(A2)
								1,846	(A3)
Amortization of dry-docking		—			1,843	(A1)					1,843
Total operating expenses		58,415			1,843			21,354			38,904
Operating income		59,699									77,364
Other income (expense)
Interest income		1,098									1,098
Interest expense		(16,094	)								(16,094	)
Total other income (expense)		(14,996	)								(14,996	)
Net income		44,703			3,689			21,354			62,368

Adjustments to Convert From IFRS to US GAAP (in thousands of U.S. Dollars, unless otherwise noted):

(A1) To reclassify the amortization of dry docking expenses that are considered a component of depreciation under IFRS.

(A2)	To eliminate depreciation expense relating to the revaluation of the vessels to their fair value under IFRS.
(A3)	To eliminate depreciation expense relating to the revaluation of the sold vessel recorded under IFRS.
(A4)	To eliminate the impairment loss calculated using discounted cash flows compared to US GAAP that anticipate undiscounted cash flows in step 1 of the impairment test.

98

SEANERGY MARITIME HOLDINGS CORP. AND SUBSIDIARIES AND
RESTIS FAMILY AFFILIATED
VESSELS ACQUIRED

UNAUDITED PRO FORMA SUMMARY FINANCIAL DATA

Accounting Treatment

Vessel Acquisition and Other Intangible Assets — On August 28, 2008, Seanergy Maritime completed its business combination. The acquisition was accounted for under the purchase method of accounting and accordingly, the assets acquired have been recorded at their fair values. No liabilities were assumed or other tangible assets acquired. The consideration paid for the business combination has been recorded at fair value at the date of acquisition and forms part of the cost of the acquisition.

Dissolution and Liquidation — Upon the dissolution and liquidation of Seanergy Maritime on January 27, 2009, Seanergy Maritime distributed to each holder of shares of common stock of Seanergy Maritime one share of Seanergy common stock for each share of common stock of Seanergy Maritime.

Basis of Accounting — The consolidated financial statements have been prepared in accordance with US GAAP and include the results of operations of Seanergy for the full year and its wholly acquired subsidiaries and results of operations and cash flows from August 28, 2008 (the date of the completion of the business combination) to December 31, 2008.

The following unaudited pro forma statement of operations for the year ended December 31, 2008 has been prepared assuming that the business combination had occurred on January 1, 2008.

The unaudited pro forma statement of operations for the year ended December 31, 2008 is for illustrative purposes only. You should not rely on the unaudited pro forma statement of operations for the year ended December 31, 2008 as being indicative of the historical financial position and results of operations that would have been achieved had the business combination been consummated as of January 1, 2008. See “Risk Factors,” “Consolidated Financial Statements” at December 31, 2008 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Seanergy Maritime and Seanergy” at December 31, 2008.

The pro-forma adjustments primarily relate to revenue and operating expenses, vessel depreciation, interest income and interest expense, as if the business combination had been consummated as of January 1, 2008, assuming that the used vessels were fully operating under effective contracts as from acquisition date and effective historical revenues under Restis’ family management and assuming that each new building started operations as from the delivery date in 2008. Impairment of goodwill was assumed to be the same as recorded in the consolidated financial statements.

The unaudited pro forma statement of operations for the year ended December 31, 2008 has been derived from the unaudited combined statement of operations of the Restis family affiliated vessels acquired for the period January 1, 2008 to August 27, 2008 and from the consolidated (historical) statement of operations of Seanergy and its wholly acquired subsidiaries for the entire year ended December 31, 2008.

99

Seanergy Maritime Holdings Corp. and Subsidiaries and Restis Family Affiliated Vessels Acquired

Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2008

	Seanergy Maritime			Restis Family			Proforma Adjustments and
	Holdings Corp. and			Affiliated Vessels			Eliminations
	Subsidiaries (Note A)			Acquired (Note B)			Debit			Credit			Proforma
Revenues:
Vessel revenue — related party		35,333			28,227						14,014	(1)		77,574
Commissions — related party		(880	)		—									(880	)
Vessel revenue — related party, net		34,453			28,227									76.694
Expenses:
Direct voyage expenses		(151	)		(759	)		(44	)(1)					(954	)
Vessel operating expenses		(3,180	)		(3,974	)		(2,006	)(1)					(9,160	)
Voyage expenses — related party		(440	)		—									(440	)
Management fees — related party		(388	)		(411	)		(159	)(1)					(973	)
								(15	)(10)
General and administration expenses		(1,840	)		—									(1,840	)
General and administration expenses — related party		(430	)		—			(582	)(11)					(1,012	)
Depreciation		(9,929	)		(4,779	)		(14,719	)(9)					(29,427	)
Amortization of dry-docking		—			(605	)								(605	)
Goodwill impairment loss		(44,795	)		—									(44,795	)
Vessels’ impairment loss		(4,530	)		—						4,530	(12)		—
Operating income (loss)		(31,230	)		17,699									(12,512	)
Other expenses, net:
Interest and finance costs		(3,895	)		(1,014	)		(243	)(2)		1,014	(7)		(7,121	)
								(1,814	)(3)
								(1,110	)(4)
								(59	)(8)
Interest and finance costs — shareholders		(182	)		—			(656	)(5)					(838	)
Interest income — money market funds		3,361			36			(3,361	)(6)					36
Foreign currency exchange gains (losses), net		(39	)		—									(39	)
		(755	)		(978	)								(7,962	)
Net (loss) income		(31,985	)		16,721									(20,474	)
Net (loss) income per common share
Basic														(0.92	)
Diluted														(0.92	)
Weighted average common shares outstanding
Basic														22,361,227
Diluted														22,361,227

100

Pro Forma Adjustments (in thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):

(1)	Represents the additional revenue and direct vessel operating expenses for the vessels operating from July 1, 2008 to August 28, 2008.
(2)	To record amortization of deferred loan facility arrangement and underwriting fees based on provisions of the facility agreements ($2,550 / 84 mo X 8 mo).
(3)	To record interest expense on the 7 year Marfin term loan facility as if it had been in place from the beginning of the period presented. Pursuant to the term loan facility, interest is calculated based upon the 3 month LIBOR rate, plus an applicable margin, as defined in the agreement. For calculation purposes, the LIBOR rate at March 27, 2009 of 1.23% per annum, plus a margin of 1.75% was utilized. For each 1/8 percentage point change in the annual interest rate charged, the resulting interest expense would change by $256 during the twelve month period.
(4)	To record interest expense on the 7 year Marfin revolving facility as if it had been in place from the beginning of the period presented. Pursuant to the revolving facility, interest is calculated based upon the 3 month LIBOR rate, plus an applicable margin of 2.25%, as defined in the agreement. For calculation purposes, the LIBOR rate at March 27, 2009 of 1.23% per annum was utilized. For each 1/8 percentage point change in the annual interest rate charged, the resulting interest expense would change by $192 during the twelve month period.
(5)	To record interest expense on the unsecured convertible note payable to Restis family as if it had been in place from the beginning of the period presented. Interest at 2.9% per annum is due at maturity, in two years. Additionally, an arrangement fee of $288 is due at maturity and note prepayment is not permitted. ($28,250 X 2.9% / 12 mo X 8 mo + $288 / 21 mo X 8 mo = $656)
(6)	To eliminate interest income earned on funds held in trust.
(7)	To eliminate, effective January 1, 2008, interest expense on indebtedness of the Restis family affiliates to be acquired that was repaid pursuant to the agreements.
(8)	To record commitment fee on 7 year revolving facility at 0.25% per annum, payable quarterly in arrears, on the un-drawn revolving facility amount. These pro formas are based upon the assumption that operations are sufficient to fund working capital and dividend payment needs and any drawdown on the revolving facility will be for the purpose of funding the redemption of common stock. [($90,000 — $54,845) X 0.25% / 12 mo X 8 mo = $59]
(9)	To record additional depreciation expense with respect to the four vessels in operation from January 1, 2008, as a result of the step-up in basis related to the purchase of the vessels. One newly built vessel was put into operation on May 20, 2008 and one newly built vessel put into operation on August 28, 2008 and therefore depreciation has been recorded from the delivery date until August 28, 2008.
(10)	To record increment in management fees per the management agreement dated May 20, 2008 of Euro 416 (US$549 at March 27, 2009) per day for the first year of the agreement. (New daily fee of $549 less former daily fee of $535, times 241 days, times 4 vessels, plus new daily fee of $549 less former daily fee of $535, times 100 days for a vessel put into operation on May 20, 2008). The sixth vessel was placed into operation on August 28, 2008.
(11)	Rental expense for the period January 1, 2008 to November 16, 2008.
(12)	Vessel impairment would not arise after giving effect to Note (9) above, as the fair market value of the impaired vessel would be greater than its carrying value.

Pro Forma Notes (in thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):

(A)	Derived from the consolidated statement of operations of Seanergy Maritime Holdings Corp. and subsidiaries for the year ended December 31, 2008.
(B)	Six vessels owned by the following Restis Family Affiliates were acquired by Seanergy: Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime

101

	S.A. and Kalithea Maritime S.A. Two of the six vessels are newly-built, delivered and put into service in May and August 2008, respectively.
(C)	No consideration has been given to up to 4,308,075 shares of Seanergy common stock potentially issuable to the Restis family as additional investment shares based upon attaining certain earnings thresholds. Management currently believes the earnings based thresholds can be achieved with the charters executed on the acquisition date, subject to achieving expected utilization and budgeted operating expense levels. Any shares issued upon attainment of these earnings thresholds will be treated as additional purchase consideration. It is reasonably possible in the near future that any amounts recorded upon achievement of the earn-out in 2009 may be impaired based on current market conditions. See also Note D below.
(D)	On August, 26, 2008, shareholders of Seanergy Maritime approved the business combination with holders of 6,514,175 shares voting against the vessel acquisition. Of the shareholders voting against the vessel acquisition, holders of 6,370,773 shares properly demanded redemption of their shares and were paid $63,707,730, or $10.00 per share, which included a forfeited portion of the deferred underwriter’s contingent fee.

(E) The margin on the Marfin term facility is 1.5% per annum, if the Total Assets to Total Liabilities ratio is greater than 165% and 1.75% if the ratio is less than 165%, to be tested quarterly. Based upon the December 31, 2008 balance sheet, the ratio of Total Assets to Total Liabilities is 153%; accordingly, a margin of 1.75% has been utilized in these proformas.

102

Restis Family Affiliated Vessels Acquired

Unaudited Condensed Combined Statement of Operations
Conversion From IFRS to US GAAP
Six Months Ended June 30, 2008

	As			Adjustments to Convert						As Presented
	Reported			IFRS to U.S. GAAP						Under U.S
	Under IFRS			Debit			Credit			GAAP
	(In thousands of U.S. dollars)
Revenue from vessels		28,227									28,227
Direct voyage expenses		(759	)								(759	)
		27,468									27,468
Operating expenses
Crew costs		2,143									2,143
Management fees — related party		411									411
Other operating expenses		1,831									1,831
Depreciation expense		16,314						605	(1)		4,779
								10,930	(2)
Amortization of dry-docking		—			605	(1)					605
Total operating expenses		20,699									9,769
Operating income		6,769									17,699
Other income (expense)
Interest income		36									36
Interest expense		(1,014	)								(1,014	)
Total other income (expense)		(978	)								(978	)
Net income		5,791									16,721

Adjustments to Convert From IFRS to US GAAP (in thousands of U.S. Dollars, unless otherwise noted):

(1)	To reclassify the amortization of dry docking expenses that are considered a component of depreciation under IFRS.
(2)	To eliminate depreciation expense relating to the revaluation of the vessels to their fair value under IFRS.

Note:

These adjustments represent only certain significant adjustments from IFRS to US GAAP and may not capture full conversion to US GAAP.

103

THE INTERNATIONAL DRY BULK SHIPPING INDUSTRY

The information and data contained in this proxy statement relating to the global shipping industry has been provided by Clarkson Research Services Limited (“Clarkson Research”) and is taken from Clarkson Research’s database and other sources. We do not have any knowledge that the information provided by Clarkson Research is inaccurate in any material respect. Clarkson Research has advised that: (i) some information in Clarkson Research’s database is derived from estimates or subjective judgments; (ii) the information in the databases of other maritime data collection agencies may differ from the information in Clarkson Research’s database; and (iii) while Clarkson Research has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures.

Dry Market Overview

Shipping is a global industry and its prospects are closely tied to the level of economic activity in the world. The maritime shipping industry is fundamental to international trade, because it is the only practicable and cost-effective means of transporting large volumes of many essential commodities and finished goods. Dry bulk shipping is the primary means of transporting large amounts of raw materials necessary for many basic industries and the development of global infrastructure. Shipping markets are highly competitive, and ship charter hire rates are very sensitive to changes in demand for and supply of capacity, and are consequently volatile.

The four largest segments in the shipping industry are tankers, which carry such cargo as crude oil and petroleum products; bulk carriers, which carry iron ore, coal and grain; containerships, which carry only containers; and gas tankers, which carry mostly liquefied petroleum gas (“LPG”) and liquefied natural gas (“LNG”). According to figures as at September 2009, total annual world seaborne trade in 2008 reached over 8.0 billion metric tonnes, of which dry bulk cargoes accounted for over 3.0 billion metric tonnes. However world seaborne trade in 2009 is expected to contract, as is dry bulk trade. The following table illustrates the evolution of the various categories of cargoes that comprise world seaborne trade.

	World Seaborne Trade
									% Change			CAGR			CAGR
Million Tonnes	1998		2003		2008(e)		2009(f)		2008-2009			2003-2008			1998-2008
Crude Oil		1,585		1,770		1,964		1,920		(2.3	)%		2.1	%		2.2	%
Oil Products		503		607		799		776		(2.8	)%		5.6	%		4.7	%
Major Dry Bulk		1,186		1,487		2,077		2,052		(1.2	)%		6.9	%		5.8	%
Minor Dry Bulk		719		815		988		935		(5.3	)%		3.9	%		3.2	%
Container		503		805		1,318		1,198		(9.1	)%		10.4	%		10.1	%
LPG & LNG		120		161		215		231		7.4	%		5.9	%		6.0	%
Other		815		925		795		767		(3.5	)%		(3.0	)%		(0.2	)%
Total		5,430		6,571		8,157		7,880		(3.4	)%		4.4	%		4.2	%

Source: Clarkson Research, October 2009. Average percentage growth based on 1998-2008. 2008 figures estimated.

The world internationally trading cargo ship fleet (as detailed in Clarkson Research’s “Shipping Intelligence Weekly”) comprised at the start of September 2009 approximately 54,586 ships with a total capacity of approximately 1,208.9 million deadweight tonnes (“DWT”). This included 7,131 bulk carriers (of 10,000 DWT and above). Measured by DWT, at the beginning of September 2009, the capacity of the world cargo ship orderbook (the number of confirmed shipbuilding contracts for newbuilding vessels to be delivered into the market) was equal to 42.8% of the existing world fleet. The orderbook included 3,288 bulk carriers (of 10,000 DWT and above) totaling 287.2 million DWT, equivalent to an historically high 65.2% of the existing dry cargo fleet (in terms of DWT).

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Demand is affected by world and regional macro- and micro-economic and political conditions. The demand for seaborne transportation also depends on the distance over which the cargo is shipped. The demand for seaborne transportation is often expressed in tonne-miles, which is calculated by multiplying (a) the volume of cargo transported, by (b) the distance over which this cargo is transported. For example, a tonne of iron ore transported from Brazil to China generates just over three times the demand for shipping capacity as the transportation of a tonne of iron ore from Western Australia to China. This distance effect is known as the “average haul” of the trade. Demand for shipping services is measured in billions of “tonne-miles”, which is the tonnage of cargo transported over the average haul distance for that trade. Major dry bulk commodities consist of iron ore, coal, grain, bauxite/alumina and phosphate rock. Minor bulk commodities cover a wide variety of commodities, such as forest products, iron and steel products, fertilizers, agricultural products, non-ferrous ores, minerals and petcoke, cement, other construction materials and salt.

Supply is determined by the size of the existing fleet as measured by cargo carrying capacity. Supply is increased primarily as a result of deliveries of newbuildings from the orderbook, but can also include vessels converted into the fleet. At present, the global orderbook is historically large, principally as a result of a boom in dry bulk rates over the course of the second half of 2007 and first half of 2008, which took the earnings of bulk carriers to previously unseen levels. Over the past twelve months, an increasing number of delays and cancellations of shipyard orders have been reported. This is caused by technical problems at shipyards and the financial problems of shipowners and problems in securing finance. It is still expected that a sizeable quantity of new vessels to be delivered into the fleet in the coming years.

Removals from the fleet decrease supply and take the form of scrapping and casualties. The level of scrapping activity is affected by, among other factors, current and expected charter rate conditions, scrap prices, the age profile of the fleet, and the levels of secondhand values in relation to scrap values, as well as operating, repair and survey costs and the impact of regulations.

Finally, supply is a function of the operating efficiency of the fleet. Quantifying this is difficult, as it includes numerous external factors, over which ship owners have no control. These include armed conflicts, canal closures, port operational difficulties such as loading equipment breakdowns, and hinterland problems such as disruption to communications due to flooding. Another increasingly important factor in the fleet’s operating efficiency is port congestion, which occurs when demand for commodity shipments from a particular load area exceeds the available port throughput capacity. The above are relatively short-term in outlook. Long-term external factors affecting supply include development in international trade patterns. Longer loaded voyages may result in longer ballast (empty) voyages to return the ship to the load area.

Given the highly competitive nature of the charter market, it is primarily the existing supply/demand balance for sea transportation capacity that drives charter rates for bulk carriers. As well as this, other factors, such as the type of charter, a vessel’s specification and market sentiment can affect the rate paid for a charter. This can result in vessel charter hire rates demonstrating a marked volatility in relatively short spaces of time.

There is also an active derivatives market in the dry bulk sector, which applies the concept of ‘swapping’ financial risk in Forward Freight Agreements (FFAs). FFAs have enjoyed substantial growth since their inception in 1991, particularly in the Panamax and Capesize sectors.

Dry Bulk Demand

Dry bulk cargo is cargo that is shipped in large quantities and can be easily stowed in a single hold with little risk of cargo damage. The world seaborne trade in dry bulk cargoes has grown strongly in recent years. It increased from approximately 1.9 billion tonnes in 1998 to an estimated 3.1 billion tonnes in 2008, equivalent to a compound annual growth rate of 5.0%. Moreover, this growth in trade has accelerated over the last five years: between 2003 and 2008, the compound average growth rate reached 6.1%. In 2009 however, trade is expected to contract as a result of slowing economic activity across the world.

In broad terms, dry bulk cargo is categorized into either major or minor bulks. Major bulk commodities consist of iron ore, coal, grain, bauxite/alumina and phosphate rock. Together, these commodities form the majority of the seaborne dry bulk trade, especially for the larger ship sizes. Global seaborne trade in the five

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major bulks surpassed 2.0 billion tonnes for the first time during 2008, after an estimated 1.98 billion tonnes of trade in 2007. Buoyed by continued strong Chinese demand, the seaborne trade in iron ore grew 8% year-over-year to 843 million tonnes in 2008. The coal and grain trades also grew strongly in 2008. Despite infrastructure problems at both mines and ports, particularly in Australia, the seaborne trade in coal grew 3% year-over-year to 795 million tonnes. Turning to grain, trade grew 6% year-over-year to 322 million tonnes in 2008. However, given the current global financial crisis, it is unlikely that this growth will continue. Indeed, the seaborne trade in dry bulk cargo is expected to decline in 2009. Current estimates suggest that on the back of falling demand, the seaborne trade of the five major bulks will contract by 1% in 2009. Only the seaborne trade in iron ore is anticipated to show overall year-over-year growth in 2009. This is entirely due to Chinese demand for the commodity. Whilst demand for iron ore in all other importing countries has fallen sharply in the year-to-date, Chinese demand has increased dramatically. It is estimated that China will import a total of 571 million tonnes of iron ore in 2009, up 29% year-over-year. If this is realized, it will be the largest annual percentage increase in Chinese iron ore imports since 2005.

Seaborne Global Dry Bulk Trade

Source: Clarkson Research, October 2009

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Minor bulk commodities cover a wide variety of commodities, such as forest products, iron and steel products, fertilizers, agricultural products, non-ferrous ores, minerals and petcoke, cement, other construction materials and salt. Much of this trade takes place in the smaller-sized vessels, particularly Handysize vessels. Similar to the trade in the major bulks, trade in minor bulks is expected to decline fairly substantially in 2009. It is currently projected to decrease by more than 5% over the course of 2009 to reach approximately 0.94 billion tonnes.

Seaborne Minor Bulk Trade

Source: Clarkson Research, October 2009

The seaborne dry bulk trade is closely influenced by the underlying demand for these commodities, particularly those necessary for, and products of, the steel industry. This in turn is dependent on the level of economic activity and the overall health of the global economy. In general terms, when the global economy experiences an upswing, so the demand for shipping increases. Equally, trade growth will typically slow in the event of an economic downturn. Until 2008, dry bulk demand benefited from the recent expansion in industrial production in Asia, particularly China. This is illustrated in the following graph.

World Industrial Production

Source: Clarkson Research, October 2009

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According to the International Monetary Fund (IMF), Chinese Gross Domestic Product (GDP) grew an average of 9.4% per year between 1997 and 2007, which was more than four times the growth of the Euro area economies (2.2%) and three times higher than US growth during this period (3.0%). However over the past two years, industrial activity has contracted dramatically globally, although contraction in China has been more limited. After growing 9.0% in 2008, Chinese GDP growth is currently forecast by the IMF to total 8.5% in 2009. This compares to anticipated contractions of 4.2% in the Euro area economies and 2.7% in the United States.

As global dry bulk trade has developed, the relative importance of the Asia-Pacific region as a key driver of the growth in that trade has increased, in part reflecting the globalization of trade and outsourcing of the manufacturing process. As the table below on trade in selected major bulk commodities illustrates, total cargo growth in iron ore, coal and grain (without adjustment for grain crop years) between 1995 and 2008 was approximately 894 million tonnes. The Asia-Pacific region accounted for 79.6% of that increase, growing by 711 million tonnes over the period. Significantly, in 2008, the Asia-Pacific region represented 65.5% of the world’s seaborne trade in such cargo.

	Global Seaborne Dry Bulk Imports
Million Tonnes	1990		1995		2000		2005		2008(e)		2009(f)		CAGR (1990-2009)
Iron Ore		347		402		447		658		843		847		4.8	%
Asia Pacific		180		218		265		475		653		726		7.6	%
Western Europe		135		136		129		122		121		70		(3.4	)%
Rest of World		32		48		53		61		69		51		2.4	%
Coal		329		399		516		688		795		777		4.6	%
Asia Pacific		164		221		299		409		509		516		6.2	%
Western Europe		132		133		152		183		186		170		1.3	%
Rest of World		33		45		65		95		101		91		5.4	%
Grain		197		182		212		212		239		248		1.2	%
Asia Pacific		67		79		69		73		68		68		0.1	%
Western Europe		6		6		7		11		28		12		3.7	%
Rest of World		123		98		136		128		144		167		1.6	%
Total		873		984		1,175		1,557		1,877		1,871		4.1	%
Asia Pacific		411		518		633		958		1,230		1,310		6.3	%
Western Europe		273		275		288		315		334		253		(0.4	)%
Rest of World		189		191		254		284		314		309		2.6	%

Source: Clarkson Research, October 2009. CAGR based on 1990-2009. 2008 figures estimated and 2009 figures are forecasts.

Chinese demand is the main driver behind this rapid growth in Asian-Pacific demand. Over the course of the last decade, the growth of the Chinese economy has spurred a rapid industrialization which has required large quantities of raw materials. This is most evident in the rapid growth of China’s domestic steel industry and their ensuing demand for iron ore. In 2008, China imported a total of 442.5 million tonnes of iron ore. Despite import levels falling in 4Q 2009 in response to the global financial crisis, Chinese imports still equated to approximately 52% of all global seaborne trade in iron ore in 2008 (compared to around 16% in 2000). Chinese iron ore imports have grown by double digits in each year since the millennium. Moreover, this trend looks likely to continue in 2009. In the first eight months of 2009, China imported 405.2 million tonnes, up 32% on the same period in 2008. This has been the result of record monthly import levels, which peaked in July 2009 at 52.1 million tonnes (compared to 39.6 million tonnes in July 2008). However, the latest available statistics show that although it remains historically robust, there was a sharp decline in the amount of iron ore imported after July 2009. For example, in August 2009, 49.7 million tonnes were imported, down 14% month-over-month (but still up 33% on the same month last year). Development in Chinese iron ore

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imports will be important for the dry bulk market and will depend on the future developments in the Chinese economy and specifically domestic steel production.

Chinese Iron Ore Imports

Source: Clarkson Research, October 2009

Turning to other commodities, Chinese seaborne imports of coal have also risen dramatically in 2009. In the first eight months of 2009, China imported an estimated 73.9 million tonnes of coal, up from 39.2 million tonnes in full year 2008. Similarly, China’s share of seaborne imports of a variety of minor bulks have also increased in recent years as a result of its industrialization, in particular those, such as pig iron and manganese ore, which have a role to play in the steel making process. They are also the world’s largest importer of soybeans, accounting for approximately 45% (37.4 million tonnes) of the total seaborne trade in this commodity in 2008.

Chinese Dry Bulk Imports

Source: Clarkson Research, October 2009

In light of this, China is the primary driver behind the dry bulk carrier market. The continued future health of seaborne dry bulk market is dependent on the continued positive performance of the Chinese economy, or alternatively, on the emergence of other developing economies as a major source of world

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demand for raw materials. Developing countries which could prove to be sources of future demand include Brazil, Vietnam and India. On the whole, India’s economy has performed well in recent years. Between 2002 and 2004, India’s GDP grew by an average of 6.4% per annum; this accelerated to 9.4% between 2005 and 2007. Although growth has slowed notably since the onset of the financial crisis, the latest IMF forecast still suggests that it will grow by 5.4% in 2009. Recent developments seem to support this position: India’s economy expanded 6.1% year-over-year in 2Q 2009. This strength is reflected in the dry bulk market. Indian imports of iron ore, coal and grain totalled 23.4 million tonnes in 2002; by 2008 this figure had risen to 64.8 million tonnes. Unlike China where iron ore constitutes the major source of import growth, the majority of this growth was due to an increase in coal imports, which grew almost three-fold between 2002 and 2008 to 64.7 million tonnes.

Indian Dry Bulk Imports

Source: Clarkson Research, October 2009

The demand for seaborne transportation also depends on the distance over which the cargo is shipped. The distance over which the various dry bulk commodities are transported is determined by seaborne trading and distribution patterns, which are principally influenced by the locations of production and consumption and their relative growth rates, as well as by changes in regional prices of raw materials and products such as coal, grain, and steel products. The iron ore and coal trades mostly originate from the southern hemisphere (primarily Australia, South Africa and Brazil) and some regions around the equator (Indonesia, India and Venezuela) with destinations in the northern hemisphere (Europe, China and Japan). The grain trades are less north-south focused, largely due to the dominating influence of the United States, which exports over half of the world’s seaborne grain. The main grain exporting countries are the United States, Australia, Argentina, Canada and the countries of the European Union, and the major importing regions are Europe, Africa, the Far East and the Middle East. The group of minor bulk commodities covers a wide and extremely varied set of commodities, and an equally varied set of origins and destinations.

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Subsequently, the demand for seaborne transportation is often expressed in billions of tonne-miles, which is calculated by multiplying (a) the volume of cargo transported, by (b) the distance over which this cargo is transported. The graph below shows estimated tonne-mile demand.

Seaborne Global Dry Bulk Trade

Source: Fearnleys, Clarkson Research, October 2009

Dry Bulk Supply

Bulk carrier vessels are generally divided into four major vessel types based on carrying capacity as illustrated in the following table.

Major Dry Bulk Vessel Types
Class of	Cargo Capacity	Number of
Bulker	(DWT)	Vessels(1)		Orderbook		Typical Use
Capesize	Over 100,000		896		799	Long haul iron ore and coal transportation for use in the steel industry and power stations.
Panamax(2)	From 60,000 to 99,999		1,605		733	Typically carries coal and grain as well as a number of industrial metals such as alumina/bauxite. Also involved in iron ore and minor bulk trades.
Handymax(3)	From 40,000 to 59,999		1,801		896	Primarily employed to carry steel and forest products, grain, coal, cement, fertilizer, sugar and minerals.
Handysize	From 10,000 to 39,999		2,833		860	Carries a variety of bulk cargo, often on short haul trades.

Source: Clarkson Research, October 2009.

Note 1: Excludes combination carriers and Great-Lakes-only vessels, and only includes vessels over 10,000 DWT.

Note 2: Includes post-Panamax vessels.

Note 3: Includes Supramax vessels.

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In broad terms, the supply of bulk carriers is primarily a function of four factors: (a) new bulk carrier deliveries; (b) conversions; (c) scrapping and loss of tonnage; (d) the operating efficiency of the global fleet.

With respect to deliveries, the level of newbuilding orders is a function primarily of newbuilding prices in relation to current and anticipated charter market conditions. The cost of a newbuilding is affected by a number of factors, including overall demand for varying types of large seagoing vessels, shipyard capacity and the costs of raw materials such as steel plate. The orderbook indicates the number of confirmed shipbuilding contracts for newbuilding vessels that are scheduled to be delivered into the market and is an indicator of how the global supply of vessels will develop over the next few years. The newbuilding market for ships is made up of owners looking to place contracts for new vessels, and the shipyards building them. Vessel newbuilding prices are determined by the demand for new vessels and the availability of shipbuilding capacity, as well as the cost of steel and other shipbuilding inputs, currency exchange rates and general economic conditions.

Historically, delivery of a bulk carrier has occurred within 12 to 18 months after ordering. At present, there are still instances of such short lead times when berths become available and are sold at a premium. However, during 2007 and 2008 the delivery of newbuildings was typically booked up to 3 years ahead of contracting. As of September 1, 2009, the world bulk carrier orderbook for newbuildings was 287.2 million DWT. It is important to note that this is a provisional figure and may increase given the well-documented slow reporting of Japanese shipbuilding statistics. Even so, this is almost a nine-fold increase since the start of 2003 and equivalent to 65.2% of the current fleet. Overall, this orderbook has an estimated contract value of approximately $170 billion.

Although the size of the orderbook has fallen slightly since November 2008, it is still very large in historical terms and delivering it will present a number of challenges, both technical and financial. Approximately one-third of the bulk carriers on order (in DWT terms) have been contracted at shipyards which are either currently under construction (“Greeenfield”) or have delivered their first vessels in the past two years. Some of these projects are reported to be experiencing technical and financial problems. It is likely that construction of some of the shipyards may be delayed. Ship owners with vessels on order are also experiencing financing problems as a result of the reduced charter markets, falls in asset values and availability of bank finance. Therefore, some slippage or cancellations at shipyards is expected. In the first eight months of 2009, it is estimated that over 6.0 million DWT of dry bulk tonnage from the orderbook has been cancelled (with further market rumours yet to be confirmed). Plus, in the first eight months of 2009, approximately 35% of deliveries expected to enter the fleet at the start of the year have not yet been confirmed as delivered. This is partly due to statistical reporting delays but also because of delays in construction and cancellations of orders. Despite this, there are still a considerable number of vessels to be delivered within the next few years and there is a risk that this may put downward pressure on charter rates.

	Bulk Carrier Orderbook Delivery Schedule(1)
	2009				2010				2011				2012				2013+
	No. Vessels		m. DWT		No. Vessels		m. DWT		No. Vessels		m. DWT		No. Vessels		m. DWT		No. Vessels		m. DWT
Capesize		110		20.3		324		57.7		219		40.7		105		22.3		41		8.8
Panamax		70		5.7		276		22.5		253		20.9		98		7.7		36		2.8
Handymax		198		11.0		362		20.4		254		14.4		75		4.2		7		0.4
Handysize		207		6.2		293		9.2		248		8.1		103		3.5		9		0.3
Total		585		43.2		1,255		61.0		974		92.5		381		37.7		93		12.3

Source: Clarkson Research, October 2009 and based on other industry sources.

Note 1: Excludes combination carriers and Great Lakes-only vessels, and only includes vessels over 10,000 DWT.

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	Bulk Carrier Orderbook Delivery Schedule as Percentage of Current Fleet(1)
	2009					2010					2011					2012					2013+
	No. Vessels		% of Fleet			No. Vessels		% Fleet			No. Vessels		% of Fleet			No. Vessels		% of Fleet			No. Vessels		% of Fleet
Capesize		110		12.3	%		324		36.2	%		219		24.4	%		105		11.7	%		41		4.6	%
Panamax		70		4.4	%		276		17.2	%		253		15.8	%		98		6.1	%		36		2.2	%
Handymax		198		11.0	%		362		20.1	%		254		14.1	%		75		4.2	%		7		0.4	%
Handysize		207		7.3	%		293		10.3	%		248		8.8	%		103		3.6	%		9		0.3	%
Total		585		8.6	%		1,255		18.5	%		974		14.4	%		381		5.6	%		93		1.4	%

Source: Clarkson Research, October 2009 and based on other industry sources.

Note 1: By number of vessesls; excludes combination carriers and Great Lakes-only vessels, and only includes vessels over 10,000 DWT.

‘‘% of fleet” is fleet as of September 1, 2009.

Second, there is the issue of conversions. Due to the high freight rates, there was a dramatic rise in late 2007 and early 2008 in the number of single hull tankers either undergoing conversion or scheduled to be converted for service in the dry cargo and offshore markets. Most of these vessels have, and will continue to undergo conversion several years ahead of their phase out timetable under regulations of the International Maritime Organization. It is difficult to accurately quantify the number of conversions that have taken place as a result, but it has increased the supply of the dry bulk fleet in the last two years. Since the start of 2008, approximately 14.4 million DWT of known conversions have entered the dry bulk fleet, with another 1.1 million DWT known to currently be under conversion. However, given the size of the orderbook, the recent fall in freight rates and asset prices, and the attitude of some dry cargo charterers to using converted ships, the volume of vessels being converted into dry cargo has declined significantly.

The third factor that affects vessel supply is the amount of scrapping in any given period. Again, this is dependent upon numerous factors that range from prevailing market conditions and scrap prices in relation to current and anticipated charter market conditions, to the age profile of the existing fleet. As of September 1, 2009, 35% of the dry bulk fleet in terms of numbers was 20-years or older. The table below illustrates this.

	Age and Size of the World Dry Bulk Carrier Fleet(1)
											Orderbook
	Cargo Capacity					Average		% 20							% of
	(DWT)	No. Vessels		m. DWT		Age (Years)		Years +			No. Vessels		m. DWT		Fleet(2)
Capesize	Over 100,000		896		158.2		11.5		16	%		799		149.7		95	%
Panamax	From 60,000 to 99,999		1,601		118.6		12.2		23	%		733		59.7		50	%
Handymax	From 40,000 to 59,999		1,801		88.2		11.8		23	%		896		50.4		57	%
Handysize	From 10,000 to 39,999		2,833		75.7		19.8		56	%		860		27.4		36	%
Total			7,131		440.7		15.0		35	%		3,288		287.2		65	%

Source: Clarkson Research, October 2009 and based on other industry sources.

Note 1: Excludes combination carriers and Great Lakes-only vessels, and only includes vessels over 10,000 DWT.

Note 2: Represents the percentage of orderbook DWT to existing DWT for each class of bulker.

Elderly vessels typically require substantial repairs and maintenance to conform to industry standards, including repairs made in connection with periodic surveys by classifications societies and dry dockings. Dry bulk carrier scrappings were at a historically low level during 2006 and 2007, with 1.78 million DWT and 0.41 million DWT scrapped respectively, and following an average of 7.41 million DWT scrapped in the period 1996 to 2003. Scrapping during 2008 was substantially higher at 5.02 million DWT due to a surge of demolition in the second half of the year as the bulk carrier charter and asset markets underwent a severe correction. This trend continued into 2009. In the first eight months of 2009, 7.11 million DWT of tonnage

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was scrapped. According to current estimates, over 15.5 million DWT of bulk carriers may be scrapped in full year 2009; if realised, this would represent a three-fold increase year-over-year.

	Dry Bulk Carrier Demolition
	Capesize				Panamax				Handymax				Handysize				Total
	No.		m. DWT		No.		m. DWT		No.		m. DWT		No.		m. DWT		No.		m. DWT
2002		11		1.26		22		1.45		10		4.79		105		2.17		148		9.66
2003		10		0.76		8		0.60		12		5.73		80		0.26		110		7.35
2004		6		0.00		0		0.00		1		0.57		12		0.42		19		0.99
2005		0		0.25		3		0.20		2		0.96		16		0.85		21		2.27
2006		2		0.30		8		0.54		2		0.97		35		0.21		47		2.02
2007		2		0.00		2		0.14		1		0.55		10		1.62		15		2.31
2008		13		1.90		17		1.11		8		3.73		57		3.56		95		10.29
2009(f)				3.60				3.50				1.40				7.00				15.50

Source: Clarkson Research, October 2009. (f) 2009 figures are full year forecasts.

The final factor that affects fleet supply is the operating efficiency of the global fleet. This includes vessels being laid-up, or waiting off ports to load or discharge. At any one time there will be ships under repair, in dry-dock for survey, or involved in incidents that will affect their availability. At the micro-level, supply may also be affected by age (some charterers set limits to the age of vessels that can be hired) and flag restrictions (often political). Ships are also diverted around weather systems to prevent damage and save fuel, and this may increase the number of days at sea. Supply can also be affected by operational issues such as slow steaming, which is when vessels sail at a reduced speed to optimize fuel consumption. The above factors can be regarded as internal factors to shipping, in that ship owners have some influence on them.

Another important factor in the fleet’s operating efficiency during 2007 and 2008 was port congestion, which occurs when demand for commodity shipments from a given load area exceeds the available port throughput capacity. This has been a particular issue for the coal ports of Australia in recent years. The vessel queue outside the port of Newcastle, New South Wales rose to just under 80 vessels at its height in July 2007, and is regularly in excess of 30. Port equipment failures can also exacerbate congestion. While all of the ports with more long-term congestion problems have capacity expansion plans in the pipeline, these will take some time to come to fruition. Although not as central as it was in mid-2007, congestion remains an issue today and given the timescales involved in improvement projects, could continue to fluctuate in the coming years.

Types of Employment

While there are a range of companies owning ships to meet their own seaborne transportation requirements, such as liner shipping companies in the container sector, oil majors in the tanker sector and increasingly, some mining companies in the dry bulk sector, the chartering of vessels for a specified period of time (time or trip charter) or to carry a specific cargo (Contract of Affreightment — “CoA”) is an integral part of the market for seaborne transportation, and the charter market is highly competitive. Competition is based primarily on the offered charter rate, the location, technical specification and quality of the vessel and the reputation of the vessel’s manager. The spot market is the short term market, and offers the highest potential earnings for owners, but less security of income. This is because it is subject to short-term changes in the supply-demand balance for the carriage of particular commodities. The period market offers greater security of income for the ship owner, because the rates are locked in for the period of the charter. Nonetheless, vessel charter hire rates can be volatile because they are sensitive to changes in demand for and supply of vessels.

Typically, charter party agreements are based on standard industry terms, which are used to streamline the negotiation and documentation processes. The most common types of employment structure are:

Spot Market:  The vessel earns income for each individual voyage. Earnings are dependent on prevailing market conditions at the time the vessel is fixed, which can be highly volatile. Idle time between voyages is possible depending on the availability of cargo and geographic position of the vessel.

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Contract of Affreightment:  Contracts of affreightment are agreements by vessel owners to carry quantities of a specific cargo on a particular route or routes over a given period of time using vessels of the owners’ choice within specified restrictions. Contracts of affreightment function as a long-term series of spot charters, except that the owner is not required to use a specific vessel to transport the cargo, but instead may use any qualified vessel in its fleet, or charter one into the fleet.

Time Charter:  A time charter is a contract for the hire of a vessel for a certain period of time, with the vessel owner being responsible for providing the crew and paying operating costs. The charterer is responsible for fuel and other voyage costs. Time charters typically range from a few months up to 10 years although in certain sectors (for example, LNG carriers) they can extend up to 30 years.

Trip Charter:  A trip charter is a contract for the hire of a vessel for a specific voyage and specific cargo. The ship owner earns “hire” for the period determined by the charter.

Bareboat Charter:  The vessel owner charters the vessel to the charterer for a pre-agreed period and daily rate. The charterer is responsible for operating the vessel and for payment of the charter rates. Bareboat charters typically range from 8 years to up to 15 years, although certain transactions can be up to 30 years in duration.

Pool Employment:  The vessel forms part of a fleet of similar vessels, brought together by their owners in order to exploit efficiencies and benefit from a profit sharing mechanism. The operator of the pool sources different cargo shipment contracts and directs the vessels in an efficient way to service these contractual obligations. Pools can benefit from profit and loss sharing effects and the benefits of potentially less idle time through coordination of vessel movements, but, of course, vessels sailing in a pool will remain vulnerable to adverse market conditions as an independent vessel.

Charter Rates

Given the highly competitive nature of the charter market, it is primarily the existing supply/demand balance for sea transportation capacity that drives charter rates for bulk carriers. Although charter rates are volatile, the degree of this volatility has varied over time and among different sizes of bulk carriers. Spot freight rates for large vessels tend to be more volatile, on average, due to their reliance on a few key commodities and routes. However, it is important to recognize that other factors may affect the rate paid for a charter. For example, time charter rates tend to be less volatile than spot rates. A vessel’s specifications (e.g. age, speed, fuel consumption) can even affect the rate paid for a charter. Similarly, less tangible factors, such as market sentiment, can have a notable impact.

The influence of market sentiment was none more so evident than in mid-2008, which was dominated by bullish owners demanding historically high rates. Their position was buoyed by the ongoing strength of the market fundamentals that drove the dry bulk boom over the last few years. On the demand side, global demand for iron ore and coal had grown rapidly, largely as a result of the expansion of China’s steel industry. The subsequent high demand for shipping supported and at times, arguably exceeded, fleet supply. This was reflected in rates, which reached record highs. A prime example is the one year time charter rate for a 70-72,000 DWT Panamax bulk carrier. In May 2001 it was $9,588/day. As of June 2008 it stood at $79,250/day, after peaking at $79,375/day in October 2007. However, in the second half of 2008, there was a rapid fall in demand coupled with excess tonnage as the effects of the global economic crisis were increasingly felt in the dry bulk sector. Rates consequently fell to very low levels, and the one year Panamax timecharter rate averaged just $10,531/day for December 2008, before recovering marginally in the first nine months of 2009 as small month-on-month improvements were reported in economic indicators and associated demand for dry bulk commodities. In September 2009, the same Panamax rate stood at $19,063/day. The development of one-

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year average time charter rates for benchmark Capesize, Panamax, Handymax and Handysize vessels since 2001 are shown in the graph below.

Dry Bulk One-Year Time Charter Rates

Source: Clarkson Research, October 2009

The vessels used in these time charter estimates are standard modern vessels in this market sector. Clarkson brokers estimate time charter rates each week for these standard vessels, which is informed by transactions and ongoing negotiations associated with vessels of similar size. There is often a bid offer spread between owners and charters, and the above reflects published owners prices. Data to September 2009. There is no guarantee that current rates are sustainable and rates may increase and decrease significantly over short periods of time.

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The table below shows the recent movements of various charter rates for Panamax bulk carriers:

	Panamax Bulk Carrier Charter Rates(1)
	74,000 DWT Time Charter ($/day)						Spot Earnings(2)
	6-Months		1-Year		3-Year		($/day)
AVG 2003		20,212		17,254		12,707		19,304
AVG 2004		37,835		34,323		22,274		34,364
AVG 2005		27,577		25,853		19,606		23,110
AVG 2006		24,517		22,155		17,736		21,714
AVG 2007		58,796		52,317		39,774		49,350
AVG 2008		57,293		55,637		44,356		43,323
2008-01		66,125		63,250		45,000		51,240
2008-02		68,350		66,100		48,400		47,570
2008-03		74,938		71,625		56,000		58,939
2008-04		75,063		71,000		54,250		59,894
2008-05		84,400		76,050		58,300		72,099
2008-06		83,313		79,250		62,000		65,691
2008-07		79,500		75,625		61,375		62,997
2008-08		67,850		67,500		56,100		45,729
2008-09		50,000		50,000		42,250		32,854
2008-10		18,050		21,350		19,300		9,100
2008-11		10,000		13,250		15,500		8,382
2008-12		7,563		10,531		12,625		5,083
2009-01		8,100		11,425		13,200		3,558
2009-02		14,188		14,938		16,125		9,474
2009-03		17,188		15,000		14,875		11,990
2009-04		14,531		13,188		13,625		7,259
2009-05		19,250		16,075		14,600		13,555
2009-06		27,000		21,188		15,500		21,137
2009-07		27,450		21,650		15,450		20,247
2009-08		23,563		19,000		15,500		14,611
2009-09		23,438		19,063		15,750		15,592
02-Oct-09		22,250		18,000		15,500		14,432

Source: Clarkson Research, October 2009

Note 1: Monthly averages derived from weekly figures; all figures correct as of October 2, 2009.

Note 2: 70,000 dwt, 1997/98 built Panamax

The vessels used in these time charter estimates are standard modern vessels in this market sector. Clarkson brokers estimate time charter rates each week for these standard vessels, which is informed by transactions and ongoing negotiations associated with vessels of similar size. There is often a bid offer spread between owners and charters, and the above reflects published owners prices. There is no guarantee that current rates are sustainable and rates may increase and decrease significantly over short periods of time.

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Dry Bulk Asset Values

Like vessel earnings, bulk carrier asset values have also fluctuated over time. Until mid-2008, advantageous market conditions allowed the shipping industry to prosper, which in turn helped generate an increase in newbuilding activity across all of the sectors. This was none more so true than in the dry bulk sector. A good indicator of this is the orderbook. At the end of 2006, the dry bulk orderbook totaled 103.6 million DWT, equivalent to 28.1% of the existing fleet. By the start of November 2008, this figure had risen to 310.7 million DWT, or 74.5% of the existing fleet. Such high demand has meant that the near-term availability of berths for newbuildings is scarce. This combination of elevated demand, shortage of berth space, along with the weak US dollar and rising raw material costs saw the price of newbuildings increase substantially. By August 2008, the estimated value of a newbuild 75,000 DWT Panamax bulk carrier was $55.0 million, up 11.1% year-over-year. However, following the onset of the financial crisis, banks’ willingness to offer credit to finance shipping deals was curtailed. With global dry bulk demand volumes and charter rates also falling notably, particularly in Europe and America, activity in the newbuilding market slowed dramatically and the orderbook began to contract; by start September 2009, it stood at 287.2 million DWT, down 7.6% on its peak a year previously. Similarly, newbuilding prices have undergone a severe correction. As of September 2009, it is estimated that Panamax bulk carrier newbuilding prices were $33.0 million, down 40% on its peak.

Dry Bulk Carrier Newbuilding Prices(1)

Source: Clarkson Research, October 2009

Note 1: Before Jun-08, newbuilding prices assume “European spec.”, 10/10/10/70% payments and “first class competitive yards” quotations. Thereafter, newbuilding prices assume “European spec.”, 20/20/20/20/20% payments and “first class competitive yards” quotations.

Note 2: 150-155,000 DWT until Sep-99; 170,000 DWT between Oct-99 and May-08; 176-180,000 dwt thereafter.

Note 3: 70,000 DWT between Jan-92 and Oct-99; 75,000 DWT between Oct-99 and May-08; 75-77,000 DWT thereafter.

Note 4: 40,000 DWT before Oct-99; 51,000 DWT between Oct-99 and May-08; 56-58,000 DWT thereafter.

There is no guarantee that current prices are sustainable and rates may increase and decrease significantly over short periods of time.

There is also a significant secondhand market for ships, with vessels changing hands between owners, and a market for the demolition of ships, with breakers competing for vessels ready to be sold for scrap. One of the primary influences on the value of a ship is the freight rate. The freight paid for the carriage of cargo is

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the main source of income for a ship, and so it follows the value of the ship is derived from its earning potential. Therefore, secondhand vessel values tend to be highly correlated with the freight market. As such, the secondhand sale and purchase market has followed a broadly similar trajectory to the freight market in recent years. For example, until the second half of 2008, owners sought to acquire vessels on the secondhand market which would be able to begin earning immediately, in contrast to the increasing lead times required for the building of a new vessel. Accordingly, prices increased to record levels, and secondhand sales volumes also increased strongly. At its peak in mid-2008, the estimated value of a five-year old Panamax bulk carrier was $89.0 million, up 31% year-over-year. Similarly, when the freight market underwent a severe correction towards the end of 2008 and start of 2009, benchmark prices in the secondhand market fell dramatically. Indeed, at the end of September 2009, the estimated value of a five-year old Panamax bulk carrier had fallen to $34.5 million, down 61% on its peak.

Secondhand Dry Bulk Vessel Values

Source: Clarkson Research, October 2009

Note 1: 165-170,000 DWT until Nov-01; 170,000 DWT thereafter.

Note 2: 70,000 DWT between Feb-97 and Oct-01; 73,000 DWT thereafter.

Note 3: 40-42,000 DWT until Nov-01; 45,000 DWT between Dec-01 and May-08; 52,000 DWT thereafter.

Note 4: 28-30,000 DWT.

Due to the market turbulence and an unusually complex sale and purchase market, no secondhand price updates have been published by CRSL since the start of October 2008. The values provided since October 2009 are subject to wider than usual confidence margins.

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The table below summarizes recent developments in the newbuilding and secondhand prices of standard bulk carriers.

Estimated Bulk Carrier Newbuilding and Secondhand Prices ($ millions)
Start Year:	2004		2005		2006		2007		2008		2009		Sep-09
176-180,000 dwt Capesize newbuilding		48.0		64.0		59.0		68.0		97.0		88.0		58.0
75-77,000 dwt Panamax newbuilding		27.0		36.0		36.0		40.0		55.0		46.5		33.0
56-58,000 dwt Handymax newbuilding		24.0		30.0		30.5		36.5		48.0		42.0		30.0
32-35,000 dwt Handysize newbuilding		18.5		24.5		26.5		29.5		38.0		32.5		25.0
170,000 dwt SH 5-year old vessel		44.0		64.5		57.0		81.0		150.0		45.0		58.0
73,000 dwt SH 5-year old vessel		28.0		40.0		29.5		45.5		88.5		26.0		34.5
52,000 dwt SH 5-year old vessel		20.0		29.0		25.5		40.0		75.0		24.5		28.5
28-30,000 dwt SH 5-year old vessel		14.5		21.5		26.0		28.5		44.0		20.5		21.0

Source: Clarkson Research Services Ltd, October 2009.

Dates shown refer to contracting date for a newbuilding. Vessel typically would not be delivered for another 30 - 36 months.

Before Jun-08, newbuilding prices assume “European spec.”, 10/10/10/70% payments and “first class competitive yards” quotations. Thereafter, newbuilding prices assume “European spec.”, 20/20/20/20/20% payments and “first class competitive yards” quotations.

Due to the market turbulence and an unusually complex sale and purchase market, no secondhand price updates have been published by CRSL since the start of October 2008. The values provided since October 2008 are subject to wider than usual confidence margins. Based on broker estimates and actual sales assuming charter free, willing buyer / willing seller at the point in time indicated in the table.

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OUR BUSINESS

We are an international company providing worldwide transportation of dry bulk commodities through our vessel-owning subsidiaries and, Bulk Energy Transport (Holdings) Limited, or BET. Our existing fleet consists of one Handysize vessel, one Handymax vessel, two Supramax vessels, three Panamax vessels and four Capesize vessels. Our fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products.

We acquired our initial fleet of six dry bulk carriers on August 28, 2008 from the Restis family, one of our major shareholders. Less than one year later, we expanded our fleet by acquiring a controlling interest in BET. We entered into a shareholders agreement with Mineral Transport Holdings, Inc., or Mineral Transport, that allows us, among other things to appoint a majority of the members of the board of directors of BET. As a result, we control BET. BET’s fleet consists of four Capesize vessels and one Panamax vessel. See ‘‘— BET.”

In order to expand our fleet, we have an option to purchase additional vessels from unaffiliated parties. Our exercise of the option is contingent upon the successful completion of this offering. We expect to acquire the additional vessels with the proceeds of this offering.

Our acquisitions demonstrate both our ability to successfully grow through acquisition and our strategy to grow quickly and achieve critical mass. By acquiring dry bulk carriers of various sizes, we are also able to serve a variety of needs of a variety of charterers. Finally, by capitalizing on our relationship with the Restis family and its affiliates, which have a long and proven track record in dry bulk shipping, we are able to identify quality charterers for our vessels.

Our Fleet

We control and operate, through our vessel-owning subsidiaries and BET, 11 dry bulk carriers, including two newly built vessels that transport a variety of dry bulk commodities. The following table provides summary information about our fleet and its current employment:

				Year		Terms of Time	Daily Time
Vessel/Flag	Type	Dwt		Built		Charter Party	Charter Hire Rate
African Oryx/Bahamas	Handysize		24,110		1997	Expiring August 2011	$7,000 plus a 50% profit share calculated on the average spot Time Charter Routes derived from the Baltic Supramax Index
African Zebra/Bahamas	Handymax		38,623		1985	Expiring August 2011	$7,500 plus a 50% profit share calculated on the average spot Time Charter Routes derived from the Baltic Supramax Index
Bremen Max/Isle of Man	Panamax		73,503		1993	Expiring August 2010	$15,500
Hamburg Max/Isle of Man	Panamax		72,338		1994	Expiring September 2010	$15,500
Davakis G./Bahamas(1)	Supramax		54,051		2008
Delos Ranger/Bahamas(1)	Supramax		54,051		2008
BET Commander/Isle of Man(2)	Capesize		149,507		1991	Expiring in October 2009(3)	$22,000
BET Fighter/St. Vincent and the Grenadines(2)	Capesize		173,149		1992	Expiring in September 2011	$25,000
BET Prince/Isle of Man(2)	Capesize		163,554		1995	Expiring in November 2009(3)	$19,000
BET Scouter/Isle of Man(2)	Capesize		171,175		1995	Expiring in October 2011	$26,000
BET Intruder/Isle of Man(2)	Panamax		69,235		1993	Expiring in September 2011	$15,500
Total			1,043,296

(1) The vessels are employed in the spot market.

(2) Vessels owned by BET.

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(3) We have secured new time charters for each of the BET Commander and BET Prince commencing upon the expiration of the existing time charters at daily charter rates of $24,000 and $25,000, respectively, through December 2011 and January 2012, respectively.

The global dry bulk carrier fleet is divided into three categories based on a vessel’s carrying capacity. These categories are:

•  Capesize.  Capesize vessels have a carrying capacity of 100,000-199,999 dwt. Only the largest ports around the world possess the infrastructure to accommodate vessels of this size. Capesize vessels are primarily used to transport iron ore or coal and, to a much lesser extent, grains, primarily on long-haul routes.

•  Panamax.  Panamax vessels have a carrying capacity of between 60,000 and 100,000 dwt. These vessels are designed to meet the physical restrictions of the Panama Canal locks (hence their name “Panamax” — the largest vessels able to transit the Panama Canal, making them more versatile than larger vessels). These vessels carry coal, grains, and, to a lesser extent, minerals such as bauxite/alumina and phosphate rock. As the availability of Capesize vessels has dwindled, Panamaxes have also been used to haul iron ore cargoes.

•  Handymax/Supramax.  Handymax vessels have a carrying capacity of between 30,000 and 60,000 dwt. These vessels operate on a large number of geographically dispersed global trade routes, carrying primarily grains and minor bulks. The standard vessels are usually built with 25-30 ton cargo gear, enabling them to discharge cargo where grabs are required (particularly industrial minerals), and to conduct cargo operations in countries and ports with limited infrastructure. This type of vessel offers good trading flexibility and can therefore be used in a wide variety of bulk and neobulk trades, such as steel products. Supramax are a sub-category of this category typically having a cargo carrying capacity of between 50,000 and 60,000 dwt.

•  Handysize.  Handysize vessels have a carrying capacity of up to 30,000 dwt. These vessels are almost exclusively carrying minor bulk cargo. Increasingly, vessels of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysize vessels are well suited for small ports with length and draft restrictions. Their cargo gear enables them to service ports lacking the infrastructure for cargo loading and unloading.

The supply of dry bulk carriers is dependent on the delivery of new vessels and the removal of vessels from the global fleet. The demand for dry bulk carrier capacity is determined by the underlying demand for commodities transported in dry bulk carriers which in turn is influenced by trends in the global economy.

Vessel Employment

A vessel trading in the spot market may be employed under a voyage charter or a time charter of short duration, generally less than three months. A time charter is a contract to charter a vessel for an agreed period of time at a set daily rate. A voyage charter is a contract to carry a specific cargo for a per ton carry amount. Under voyage charters, Seanergy would pay voyage expenses such as port, canal and fuel costs. Under time charters, the charterer would pay these voyage expenses. Under both types of charters, Seanergy would pay for vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs. Seanergy would also be responsible for each vessel’s intermediate dry-docking and special survey costs. Alternatively, vessels can be chartered under “bareboat” contracts whereby the charterer is responsible for the vessel’s maintenance and operations, as well as all voyage expenses.

Vessels operating on time charter provide more predictable cash flows, but can yield lower profit margins, than vessels operating in the spot market during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenues that are less predictable but may enable Seanergy to increase profit margins during periods of increasing dry bulk rates. However, Seanergy would then be exposed to the risk of declining dry bulk rates, which may be higher or lower than the rates at which Seanergy chartered its vessels. Seanergy constantly evaluates opportunities for time charters, but only expects to enter into additional time charters if it can obtain contract terms that satisfy its criteria.

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Pursuant to addendums dated July 24, 2009 to the individual charter party agreements dated May 26, 2008 between SAMC and each of Martinique Intl. Corp. (vessel Bremen Max) and Harbour Business Intl. Corp. (vessel Hamburg Max), SAMC agreed to extend the existing charter parties for the Bremen Max and the Hamburg Max. Pursuant to the terms of the addendum, each vessel will be chartered for a period of between 11-13 months, at the charterer’s option, commencing on July 27, 2009 and August 12, 2009. The daily gross charter rates paid by SAMC is $15,500 for each of the Bremen Max and the Hamburg Max. All charter rates are inclusive of a commission of 1.25% payable to Safbulk as commercial broker and 2.5% to SAMC as charterer. SAMC sub-charters these vessels in the market and takes the risk that the rate it receives is better than the period rate it is paying Seanergy.

On July 14, 2009, the African Oryx and the African Zebra were chartered for a period of 22 to 25 months at charter rates equal to $7,000 per day and $7,500 per day, respectively. Seanergy is also entitled to receive a 50% adjusted profit share calculated on the average spot Time Charter Routes derived from the Baltic Supramax.

Following the expiration of its charter party agreements in September 2009, the Davakis G and the Delos Ranger are chartered in the spot market until such time as we find suitable time charters for these vessels.

Pursuant to charter party agreements dated August 31, 2006, each of the BET Commander and the BET Prince were chartered for daily charter rates of $22,000 and $19,000, respectively, for charters expiring in October 2009 and November 2009, respectively. Upon expiration of these charters, pursuant to charter party agreements dated as of July 7, 2009, the BET Commander and the BET Prince will be chartered to SAMC at daily charter rates of $24,000 and $25,000, respectively, for charters expiring in December 2011 and January 2012, respectively.

Pursuant to charter party agreements dated as of July 7, 2009, each of the BET Fighter, BET Scouter and the BET Intruder were chartered to SAMC at daily charter rates of $25,000, $26,000 and $15,500, respectively, for charters expiring in September 2011, October 2011 and September 2011, respectively.

All charter rates for the BET fleet are inclusive of a commission of 1.25% payable to Safbulk as commercial broker and 2.5% to SAMC as charterer. SAMC sub-charters these vessels in the market and takes the risk that the rate it receives will be better than the period rate it is paying us.

Management of the Fleet

We currently have two executive officers, Mr. Dale Ploughman, our chief executive officer, and Ms. Christina Anagnostara, our chief financial officer, In addition, we employ Ms. Theodora Mitropetrou, our general counsel and a support staff of seven employees. We intend to employ such number of additional shore-based executives and employees as may be necessary to ensure the efficient performance of our activities.

We outsource the commercial brokerage and management of our fleet to companies that are affiliated with members of the Restis family. The commercial brokerage of our initial fleet of six vessels and the BET fleet has been contracted out to Safbulk. The management of our fleet has been contracted out to EST. All three of these entities are controlled by members of the Restis family.

Brokerage Agreement

Under the terms of the brokerage agreements entered into by Safbulk Pty, as exclusive commercial broker, with Seanergy Management, for our initial fleet of six vessels, and Safbulk Maritime and BET for the BET fleet, Safbulk provides commercial brokerage services to our subsidiaries and the subsidiaries of BET, which include, among other things, seeking and negotiating employment for the vessels owned by the vessel-owning subsidiaries in accordance with the instructions of Seanergy Management and BET, as the case may be. Safbulk is entitled to receive a commission of 1.25% calculated on the collected gross hire/freight/demurrage payable when such amounts are collected. The brokerage agreement with Safbulk Pty is for a term of two years expiring in August 2010. The brokerage agreement with Safbulk Maritime is for a term of one year expiring in August 2010. Each brokerage agreement is automatically renewable for consecutive periods of

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one year, unless either party is provided with three months’ written notice prior to the termination of such period.

Management Agreement

Under the terms of the management agreement entered into by EST, as manager of all vessels owned by Seanergy’s subsidiaries, with Seanergy Management, and EST, as manager of all vessels owned by BET, with BET, EST performs certain duties that include general administrative and support services necessary for the operation and employment of all vessels owned by all subsidiaries of Seanergy and BET, including, without limitation, crewing and other technical management, insurance, freight management, accounting related to vessels, provisions, bunkering, operation and, subject to Seanergy’s instructions, sale and purchase of vessels.

Under the terms of the management agreement with Seanergy Management, EST was initially entitled to receive a daily fee of Euro 416.00 per vessel until December 31, 2008, which fee may thereafter be increased annually by an amount equal to the percentage change during the preceding period in the Harmonised Indices of Consumer Prices All Items for Greece published by Eurostat from time to time. Such fee is payable monthly in advance on the first business day of each following month. The fee has been increased to Euro 425.00 per vessel through December 31, 2009. Under the terms of the management agreement with BET, the management fee is also Euro 425.00 per vessel through December 31, 2009.

EST is also an affiliate of members of the Restis family. EST has been in business for over 34 years and manages approximately 95 vessels (inclusive of new vessel build supervision), including the fleet of vessels of affiliates of members of the Restis family. As with Safbulk, we believe that EST has achieved a strong reputation in the international shipping industry for efficiency and reliability and has achieved economies of scale that should result in the cost effective operation of our vessels.

Safbulk, EST, SAMC, Waterfront, the sellers of the vessels that we acquired and the Restis affiliate shareholders are affiliates of members of the Restis family. The Restis family has been engaged in the international shipping industry for more than 40 years, including the ownership and operation of more than 60 vessels in various segments of the shipping industry, including cargo and chartering interests. The separate businesses controlled by members of the Restis family, when taken together, comprise one of the largest independent shipowning and management groups in the dry bulk sector of the shipping industry. Through our separate agreements with affiliates of members of the Restis family in respect of the management and chartering of the vessels in our initial fleet, we believe we benefit from their extensive industry experience and established relationships. We believe that Safbulk has achieved a strong reputation in the international shipping industry for efficiency and reliability that should create new employment opportunities for us with a variety of well known charterers.

Shipping Committee

We have established a shipping committee. The purpose of the shipping committee is to consider and vote upon all matters involving shipping and vessel finance. The shipping industry often demands very prompt review and decision-making with respect to business opportunities. In recognition of this, and in order to best utilize the experience and skills that the Restis family board appointees bring to us, our board of directors has delegated all such matters to the shipping committee. Transactions that involve the issuance of our securities or transactions that involve a related party, however, will not be delegated to the shipping committee but instead will be considered by our entire board of directors. The shipping committee is comprised of three directors. In accordance with the Voting Agreement, the Master Agreement and the amended and restated by-laws of Seanergy, two of the directors are nominated by the Restis affiliate shareholders and one of the directors is nominated by the founding shareholders of Seanergy Maritime. The initial members of the shipping committee are Messrs. Dale Ploughman and Kostas Koutsoubelis, who are the Restis affiliate shareholders’ nominees, and Mr. Elias M. Culucundis, who is the founding shareholders’ nominee. The Voting Agreement further requires that the directors appoint the selected nominees and that the directors fill any vacancies on the shipping committee with the nominees selected by the party that nominated the person whose resignation or removal caused the vacancy.

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The members of the shipping committee also serve as our appointees to the BET board of directors. In the event that at any time the BET board of directors must vote upon a transaction with any of the BET affiliates, our appointees to the BET board shall present such transaction to our full board of directors for consideration. Our appointees to the BET board of directors shall then vote in accordance with the recommendation of our full board of directors.

Our Business Combination

On August 26, 2008, shareholders of Seanergy Maritime approved a proposal to acquire a business comprising of six dry bulk carriers from six entity sellers that are controlled by members of the Restis family, including two newly built vessels. This acquisition was made pursuant to the Master Agreement and the several MOAs in which we agreed to purchase these vessels for an aggregate purchase price of (i) $367,030,750 in cash to the sellers, (ii) $28,250,000 (face value) in the form of the Note, which was initially convertible into 2,260,000 shares of our common stock, issued to the Restis affiliate shareholders as nominees for the sellers, and (iii) up to an aggregate of 4,308,075 shares of our common stock issued to the Restis affiliate shareholders as nominees for the sellers, subject to us meeting an EBITDA target of $72 million to be earned between October 1, 2008 and September 30, 2009. The Restis affiliate shareholders, United Capital Investment Corp., Atrion Shipholding S.A., Plaza Shipholding Corp., and Comet Shipholding Inc., and the sellers are owned and controlled by the following members of the Restis family: Victor Restis, Bella Restis, Katia Restis and Claudia Restis. The Restis affiliate shareholders are four personal investment companies. Each company is controlled by one of these four individuals. Each seller is a single purpose entity organized for the purpose of owning and operating one of the six dry bulk carriers sold pursuant to the terms of the Master Agreement and the individual related MOA. Following the sale of the vessels under the Master Agreement and related MOAs, the sellers have had no further operations. The Restis affiliate shareholders purchased shares of Seanergy Maritime’s common stock from two of Seanergy Maritime’s original founders, Messrs. Panagiotis and Simon Zafet, and serve as nominees of the sellers for purposes of receiving payments under the Note and the shares issuable upon meeting the EBITDA targets described above. The Restis affiliate shareholders do not have any direct participation in our operations as they are not officers, directors or employees of Seanergy. Pursuant to the terms of the Voting Agreement, the Restis affiliate shareholders have the right to nominate members to our Board of Directors and to appoint officers as described more fully below.

The Master Agreement also provided that Seanergy Maritime and Seanergy cause their respective officers to resign as officers, other than Messrs. Ploughman and Koutsolioutsos, and the Restis affiliate shareholders have the right to appoint such other officers as they deem appropriate in their discretion. The Master Agreement also required that directors resign and be appointed so as to give effect to the Voting Agreement. Pursuant to the Master Agreement, Seanergy Maritime and Seanergy also established shipping committees of three directors and delegated to them the exclusive authority to consider and vote upon all matters involving shipping and vessel finance, subject to certain limitations. Messrs. Ploughman, Koutsoubelis and Culucundis were appointed to such committees. See “Seanergy’s Business — Shipping Committee.” In addition, in connection with the Master Agreement, Seanergy entered into the Management Agreement and the Brokerage Agreement, whereby Seanergy agreed to outsource the management and commercial brokerage of its fleet to affiliates of the Restis family.

On August 28, 2008, we completed the acquisition, through our designated nominees, of three of the six dry bulk vessels, which included two 2008-built Supramax vessels and one Handysize vessel. On that date, we took delivery of the M/V Davakis G, the M/V Delos Ranger and the M/V African Oryx. On September 11, 2008, we took delivery, through our designated nominee, of the fourth vessel, the M/V Bremen Max, a 1993-built Panamax vessel. On September 25, 2008, Seanergy took delivery, through its designated nominees, of the final two vessels, the M/V Hamburg Max, a 1994-built Panamax vessel, and the M/V African Zebra, a 1985-built Handymax vessel. These purchase prices do not include any amounts that would result from the earn-out of the 4,308,075 shares of our common stock.

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BET

On July 14, 2009, we entered into a share purchase agreement with Constellation to acquire 250 shares of BET’s capital stock owned by Constellation, which represents a 50% ownership interest in BET for nominal cash consideration. The remaining 50% of BET is owned by Mineral Transport, an affiliate of the Restis family. The share purchase agreement contained customary representations regarding Constellation’s ownership of the BET shares free and clear of liens, but did not contain additional representations and warranties. In connection with considering the acquisition of an interest in BET, our board of directors received a fairness opinion from Ladenburg Thalmann & Co. Inc. Ladenburg determined, based upon and subject to the assumptions, qualifications and limitations set forth in its written fairness opinion, that the consideration to be paid to Constellation was fair from a financial point of view to our shareholders other than those affiliated with members of the Restis family. The acquisition was approved by a majority of the members of our board of directors not affiliated with members of the Restis family. The members of our board of directors affiliated with members of the Restis family abstained from voting on the transaction. The closing was conditioned upon receipt of the consent of BET’s lenders and Marfin and the termination of certain agreements between BET and certain Constellation affiliates.

On August 12, 2009, we closed on the purchase of the 50% ownership interest in BET.

Shareholders Agreement

In connection with the closing of our purchase of an interest in BET, we entered into a shareholders agreement with Mineral Transport, which sets forth, among other things, the parties rights with respect to the corporate governance and control of BET’s business and operations and the ownership and transfer of the stock owned by the two shareholders.

The shareholders agreement provides for a board of directors composed of five directors, of which we have the right to appoint three directors and Mineral Transport has the right to appoint two directors. If at any time the size of the board is increased, each of the shareholders has the right to appoint additional directors; provided, however, that we will always have the right to appoint one more director than Mineral Transport. Each shareholder has the right to remove, and appoint the replacement of, any of its board appointees. We also have the right to have one of our director appointees serve as BET’s president or managing director, as applicable. The Board of Directors has the power to direct the operating, investing and financing activities of BET.

The shareholders agreement further provides that certain actions, including, but not limited to, the borrowing and repayment of funds from a shareholder, the increase in the authorized number of, or the acceptance of subscriptions for, shares of BET’s common stock, and the dissolution and winding down of the affairs of BET, require the consent of both the shareholders.

Commencing one year after the effective date of the shareholders agreement, each shareholder (the “Offeror”) has the right, by giving notice to BET and the other shareholder (the “Offeree”), to force the Offeree to either sell all of its shares, or to buy all of the shares of the Offeror, at the price set by the Offeror. The Offeree shall have 60 days to make its election and the purchase and sale of the shares shall close no later than 30 days after the expiration of the 60-day period referenced above. During the pendency of any purchase and sale, all actions of the board of directors shall require the unanimous consent of the directors. In the event that the buyer of the shares does not close on the purchase the seller shall have the right by giving written notice to the buyer to (i) treat the offer price due for its shares as a debt and to take whatever action may be necessary and reasonable (including legal action) to recover such amounts; or (ii) purchase the shares of buyer at the offer price. If either the buyer or seller of shares defaults in its obligations to complete the purchase and sale in accordance with the preceding sentence, the shareholders agreement will be terminated and BET will commence winding down.

BET Loan Agreement

The six wholly-owned subsidiaries of BET financed the acquisition of their respective vessels with the proceeds of an amortizing loan from Citibank International PLC, as agent for the syndicate of banks and

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financial institutions set forth in the loan agreement, in the principal amount of $222,000,000. The loan agreement dated June 26, 2007 is guaranteed by BET. The BET subsidiaries drew down on agreed portions of the loan facility to acquire each of the original six vessels in the BET fleet. The amount of the loan for each vessel was less than or equal to 70% of the contractual purchase price for the applicable vessel. The loan bears interest at the annual rate of LIBOR plus 0.75%.

The loan is repayable commencing on December 28, 2007 through 15 equal semi-annual installments of principal in the amount of $8,286,500 followed by a balloon payment due six months thereafter in the amount of $51,289,000, as these installment amounts were revised after the BET Performer sale. As of June 30, 2009, the outstanding loan facility was $142,472,000. Following BET’s supplemental agreement dated September 30, 2009 and prepayment of $20 million, the semi-annual installments of principal and the balloon payment amount to $7,128,158 and $44,062,262, respectively. Interest in due and payable based on interest periods selected by BET equal to one month, two months, three months, six months, or a longer period up to 12 months. For interest periods longer than three months, interest is due in three-month installments.

The BET loan facility is secured by the following: the loan agreement, a letter agreement regarding payment of certain fees and expenses by BET; a first priority mortgage on each of the BET vessels; the BET guaranty of the loan; a general assignment or deed of covenant of any and all earnings, insurances and requisition compensation of each of the vessels; pledges over the earnings accounts and retention accounts held in the name of each borrower; undertakings by the technical managers of the BET vessels; and the trust deed executed by Citibank for the benefit of the other lenders, among others. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Seanergy Maritime and Seanergy — Liquidity and Capital Resources — Loan Agreement — BET Loan Agreement.”

On September 30, 2009, BET entered into a supplemental agreement with Citibank International PLC (as agent for the syndicate of banks and financial institutions set forth in the loan agreement) in connection with the $222,000,000 amortized loan obtained by the six wholly owned subsidiaries of BET, which financed the acquisition of their respective vessels. The material terms of the supplemental agreement with Citibank International PLC are as follows:

(1) the applicable margin for the period between July 1, 2009 and ending on June 30, 2010 (the amendment period) shall be increased to two per cent (2%) per annum;

(2) the borrowers to pay to the agent a restructuring fee of $286,198.91 and a part of the loan in the amount of $20,000,000; and

(3) the borrowers and the corporate guarantor have requested and the creditors consented to:

(a) the temporary reduction of the security requirement during the amendment period to 100%; and

(b) the temporary reduction of the minimum equity ratio requirement of the principal corporate guarantee to be amended from 0.30: 1.0 to 0.175:1.0 during the amendment period at the end of the accounting periods ending on December 31, 2009 and June 30, 2010.

Distinguishing Factors and Business Strategy

The international dry bulk shipping industry is highly fragmented and is comprised of approximately 6,300 ocean-going vessels of tonnage size greater than 10,000 dwt which are owned by approximately 1,500 companies. Seanergy competes with other owners of dry bulk carriers, some of which may have a different mix of vessel sizes in their fleet. It has, however, identified the following factors that distinguish it in the dry bulk shipping industry.

•  Extensive Industry Visibility.  Our management and directors have extensive shipping and public company experience as well as relationships in the shipping industry and with charterers in the coal, steel and iron ore industries. We capitalize on these relationships and contacts to gain market intelligence, source sale and purchase opportunities and identify chartering opportunities with leading

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charterers in these core commodities industries, many of whom consider the reputation of a vessel owner and operator when entering into time charters.

•  Established Customer Relationships.  We believe that our directors and management team have established relationships with leading charterers and a number of chartering, sales and purchase brokerage houses around the world. We believe that our directors and management team have maintained relationships with, and have achieved acceptance by, major national and private industrial users, commodity producers and traders.

•  Experienced and Dedicated Management Team.  We believe that the members of our management team have developed strong industry relationships with leading charterers, shipbuilders, insurance underwriters, protection and indemnity associations and financial institutions. Additionally our management team comes equipped with extensive shipping experience and a track record of taking proactive measures to enhance shareholder value as evidenced by the Company’s financial results, the favorable charter agreements it has secured for its fleet, the loan covenant waivers it has received from its lenders and the successful acquisition of a 50% controlling interest in BET. All of our officers dedicate the necessary amount of time and effort to fulfill their obligations to Seanergy and its shareholders.

•  Highly Efficient Operations.  We believe that our directors’ and executive officers’ long experience in third-party technical management of dry bulk carriers enable us to maintain cost-efficient operations. We actively monitor and control vessel operating expenses while maintaining the high quality of our fleet through regular inspections, comprehensive planned maintenance systems and preventive maintenance programs and by retaining and training qualified crew members.

•  Balanced Chartering Strategies.  Nine of our vessels are under medium-term charters with terms of 11 to 13 and 22 to 25 months and provide for fixed payments in advance. We believe that these charters will provide us with high fleet utilization and stable revenues. Two of our vessels operate in the spot market. We may in the future pursue other market opportunities for its vessels to capitalize on favorable market conditions, including entering into short-term time and voyage charters, pool arrangements or bareboat charters.

•  Broad Fleet Profile.  We focus on the dry bulk sector including Capesize, Panamax, Handymax/Supramax and Handysize dry bulk carriers. Our board fleet profile enables us to serve our customers in both major and minor bulk trades. Our vessels are able to trade worldwide in a multitude of trade routes carrying a wide range of cargoes for a number of industries. Our dry bulk carriers can carry coal and iron ore for energy and steel production as well as grain and steel products, fertilizers, minerals, forest products, ores, bauxite, alumina, cement and other cargoes. Our fleet includes sister ships. Operating sister and similar ships provides us with operational and scheduling flexibility, efficiencies in employee training and lower inventory and maintenance expenses. We believe that operating sister ships allows us to maintain lower operating costs and streamline its operations.

•  High Quality Fleet.  We believe that our ability to maintain and increase our customer base depends largely on the quality and performance of our fleet. We believe that owning a high quality fleet reduces operating costs, improves safety and provides us with a competitive advantage in obtaining employment for our vessels. We carry out regular inspections and maintenance of our fleet in order to maintain its high quality.

•  Fleet Growth Potential.  We have options to purchase a total of six additional vessels from unaffiliated third parties. Furthermore, we intend to acquire additional dry bulk carriers or enter into new vessel construction contracts through timely and selective acquisitions of vessels in a manner that we determine will be accretive to cash flow. We expect to fund the acquisition of the additional vessels primarily from the proceeds of this offering and any future acquisition of additional vessels using amounts borrowed under our credit facility, future borrowings under other agreements as well as with proceeds from the exercise of the Warrants, if any, or through other sources of debt and equity. However, there can be no assurance that we will be successful in obtaining future funding or that any or all of the Warrants will be exercised.

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Charter Hire Rates

Charter hire rates fluctuate by varying degrees among dry bulk carrier size categories. The volume and pattern of trade in a small number of commodities (major bulks) affect demand for larger vessels. Therefore, charter rates and vessel values of larger vessels often show greater volatility. Conversely, trade in a greater number of commodities (minor bulks) drives demand for smaller dry bulk carriers. Accordingly, charter rates and vessel values for those vessels are subject to less volatility.

Charter hire rates paid for dry bulk carriers are primarily a function of the underlying balance between vessel supply and demand, although at times other factors may play a role. Furthermore, the pattern seen in charter rates is broadly mirrored across the different charter types and the different dry bulk carrier categories. However, because demand for larger dry bulk vessels is affected by the volume and pattern of trade in a relatively small number of commodities, charter hire rates (and vessel values) of larger ships tend to be more volatile than those for smaller vessels.

In the time charter market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed and fuel consumption.

In the voyage charter market, rates are influenced by cargo size, commodity, port dues and canal transit fees, as well as commencement and termination regions. In general, a larger cargo size is quoted at a lower rate per ton than a smaller cargo size. Routes with costly ports or canals generally command higher rates than routes with low port dues and no canals to transit. Voyages with a load port within a region that includes ports where vessels usually discharge cargo or a discharge port within a region with ports where vessels load cargo also are generally quoted at lower rates, because such voyages generally increase vessel utilization by reducing the unloaded portion (or ballast leg) that is included in the calculation of the return charter to a loading area.

Within the dry bulk shipping industry, the charter hire rate references most likely to be monitored are the freight rate indices issued by the Baltic Exchange. These references are based on actual charter hire rates under charters entered into by market participants as well as daily assessments provided to the Baltic Exchange by a panel of major shipbrokers.

Properties

We lease our executive office space in Athens, Greece pursuant to the terms of a sublease agreement between Seanergy Management and Waterfront, a company which is beneficially owned by Victor Restis. The sublease fee is EURO 504,000 per annum, or EURO 42,000 per month. The initial term is from November 17, 2008 to November 16, 2011. We have the option to extend the term until February 2, 2014. The premises are approximately 1,000 square meters in a prime location in the Southern suburbs of Athens. The agreement includes furniture, parking space and building maintenance. Seanergy Management has been granted Ministerial Approval (issued in the Greek Government Gazette) for the establishment of an office in Greece under Greek Law 89/67 (as amended).

Competition

We operate in markets that are highly competitive and based primarily on supply and demand. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on its reputation. Safbulk negotiates the terms of our charters (whether voyage charters, period time charters, bareboat charters or pools) based on market conditions. Ownership of dry bulk carriers is highly fragmented and is divided among state controlled and independent bulk carrier owners.

Environmental and Other Regulations

Government regulation significantly affects the ownership and operation of our vessels. The vessels are subject to international conventions, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered.

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A variety of governmental and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administration (country of registry) and charterers. Certain of these entities require us to obtain permits, licenses and certificates for the operation of its vessels.

Failure to maintain necessary permits or approvals could cause us to incur substantial costs or temporarily suspend operation of one or more of its vessels.

We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the dry bulk shipping industry. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of its officers and crews and compliance with United States and international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations applicable to us.

International Maritime Organization

The IMO has negotiated international conventions that impose liability for oil pollution in international waters and in each signatory’s territorial waters. In September 1997, the IMO adopted Annex VI to the International Convention for the Prevention of Pollution from Ships to address air pollution from ships. Annex VI was ratified in May 2004, and became effective in May 2005. Annex VI set limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions. Our fleet has conformed to the Annex VI regulations. In October 2008, Annex VI was amended to change the sulfur oxide and nitrogen oxide emission standards with the global sulphur cap reduced initially to 3.50% (from the current 4.50%), effective from January 2012; then progressively to 0.50%, effective from January 2020. Under the 2008 amendment to Annex VI, the limits applicable in Sulphur Emission Control Areas (SECAs) will be reduced to 1.00%, beginning on July 2010 (from the current 1.50%); being further reduced to 0.10%, effective from January 2015. As a result of these amendments to Annex VI, Seanergy may incur costs to comply with these new standards in future years. Additional or new conventions, laws and regulations may also be adopted that could adversely affect our ability to operate our vessels.

The operation of our vessels is also affected by the requirements set forth in the ISM Code. The ISM Code requires shipowners and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The failure of a shipowner or management company to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports. Each of our vessels is ISM Code-certified. However, there can be no assurance that such certification will be maintained indefinitely.

The United States Oil Pollution Act of 1990

The United States Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone.

Under OPA, vessel owners, operators, charterers and management companies are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).

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OPA previously limited the liability of responsible parties for dry bulk vessels to the greater of $600 per gross ton or $0.5 million (subject to possible adjustment for inflation). Amendments to OPA signed into law in July 2006 increased these limits on the liability of responsible parties for dry bulk vessels to the greater of $950 per gross ton or $0.8 million. These limits of liability do not apply if an incident was directly caused by violation of applicable United States federal safety, construction or operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities.

We maintain pollution liability coverage insurance for each of our vessels in the amount of $1 billion per incident. If the damages from a catastrophic pollution liability incident exceed its insurance coverage, it could have a material adverse effect on our financial condition and results of operations.

OPA requires owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under the OPA. In December 1994, the Coast Guard implemented regulations requiring evidence of financial responsibility in the amount of $900 per gross ton, which includes the OPA limitation on liability of $600 per gross ton and the U.S. Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, liability limit of $300 per gross ton. Under the regulations, vessel owners and operators may evidence their financial responsibility by showing proof of insurance, surety bond, self-insurance, or guaranty. In 2008, the U.S. Coast Guard amended its financial responsibility regulations to increase the required amount of evidence of financial responsibility to reflect the higher limits on liability imposed by the 2006 amendments to OPA, as described above. We may incur costs to comply with these new standards.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states that have enacted such legislation have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. We comply with all applicable state regulations in the ports where its vessels call.

The United States Clean Water Act

The U.S. Clean Water Act, or CWA, prohibits the discharge of oil or hazardous substances in navigable waters and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under the more recent OPA and CERCLA.

As of February 2009, all vessels operating as a means of transportation that discharge ballast water or other incidental discharges into waters of the United States will require coverage under the EPA’s Vessel General Permit, or VGP, to discharge ballast water into U.S. waters. EPA had historically exempted ballast water discharges, and other discharges incidental to the normal operation of vessels (“incidental discharges”) from the CWA. The new VGP requires vessel owners and operators to comply with a range of best management practices, reporting, and other requirements, for a number of incidental discharge types and incorporates U.S. Coast Guard requirements for ballast water management and exchange. No earlier than June 19, 2009, owners and operators of vessels greater than or equal to 300 gross tons and 2,113 gallons of ballast water capacity must submit a Notice of Intent, or NOI, to receive permit coverage to the EPA. The NOI states that the vessel operator will comply with the permit. In order to remain covered by the VGP, vessels will need to comply with numerous inspection, monitoring, reporting and recordkeeping requirements. Vessel owners/operators must, among other things, conduct and document routine self-inspection to track compliance with the VGP, and must conduct a comprehensive vessel inspection every 12 months. We will likely incur certain costs to obtain coverage under the VGP for its vessels and to meet its requirements.

Other Environmental Initiatives

The European Union is considering legislation that will affect the operation of vessels and the liability of owners for oil pollution. It is difficult to predict what legislation, if any, may be promulgated by the European Union or any other country or authority. In 2005, the European Union adopted a directive on ship-source

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pollution, imposing criminal sanctions for intentional, reckless or negligent pollution discharges by ships. The directive could result in criminal liability for pollution from vessels in waters of European countries that adopt implementing legislation. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.

Although the United States is not a party thereto, many countries have ratified and currently follow the liability plan adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969, or the 1969 Convention. Under this convention, and depending on whether the country in which the damage results is a party to the 1992 Protocol to the International Convention on Civil Liability for Oil Pollution Damage, a vessel’s registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain complete defenses. The limits on liability outlined in the 1992 Protocol use the International Monetary Fund currency unit of Special Drawing Rights, or SDR. Under an amendment to the 1992 Protocol that became effective in November 2003, for vessels of 5,000 to 140,000 gross tons, liability is limited to approximately 4.51 million SDR plus 631 SDR for each additional gross ton over 5,000. For vessels of over 140,000 gross tons, liability is limited to 89.77 million SDR. The exchange rate between SDRs and U.S. dollars was 0.640366 SDR per U.S. dollar on August 24, 2009. Under the 1969 Convention, the right to limit liability is forfeited where the spill is caused by the owner’s actual fault; under the 1992 Protocol, a shipowner cannot limit liability where the spill is caused by the owner’s intentional or reckless conduct. Vessels trading in jurisdictions that are parties to these conventions must provide evidence of insurance covering the liability of the owner. In jurisdictions where the 1969 Convention has not been adopted, including the United States, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to that convention. We believe that our protection and indemnity insurance will cover the liability under the plan adopted by the IMO.

The U.S. National Invasive Species Act, or NISA, was enacted in 1996 in response to growing reports of harmful organisms being released into U.S. ports through ballast water taken on by ships in foreign ports. The U.S. Coast Guard adopted regulations under NISA, which became effective in August 2004, that impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering U.S. waters. These requirements can be met by performing mid-ocean ballast exchange, which is the exchange of ballast water on the waters beyond the exclusive economic zone from an area more than 200 miles from any shore, by retaining ballast water on board the ship, or by using environmentally sound alternative ballast water management methods approved by the U.S. Coast Guard. (However, mid-ocean ballast exchange is mandatory for ships heading to the Great Lakes or Hudson Bay, or vessels engaged in the foreign export of Alaskan North Slope crude oil.) Mid-ocean ballast exchange is the primary method for compliance with the U.S. Coast Guard regulations, since holding ballast water can prevent ships from performing cargo operations upon arrival in the United States, and alternative methods are still under development. Vessels that are unable to conduct mid-ocean ballast exchange due to voyage or safety concerns may discharge minimum amounts of ballast water (in areas other than the Great Lakes and the Hudson River), provided that they comply with recordkeeping requirements and document the reasons they could not follow the required ballast water management requirements. The U.S. Coast Guard has commenced rulemaking to develop ballast water discharge standards, which could set maximum acceptable discharge limits for various invasive species, and/or lead to requirements for active treatment of ballast water. A number of bills relating to regulation of ballast water management have been recently introduced in the U.S. Congress, but it is difficult to predict which, if any, will be enacted into law.

The IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements (beginning in 2009), to be replaced in time with mandatory concentration limits. The BWM Convention will not be in force until 12 months after it has been adopted by 30 countries, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant shipping. As of June 30, 2009, the BWM Convention had been adopted by 18 states, representing approximately 15% of world tonnage.

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Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives by United States authorities intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002, or MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to the SOLAS, created a new chapter of the convention dealing specifically with maritime security. The new chapter went into effect in July 2004, and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created International Ship and Port Facility Security Code, or ISPS Code. Among the various requirements are:

•  on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications;

•  on-board installation of ship security alert systems;

•  the development of vessel security plans; and

•  compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures provided such vessels have on board, by July 1, 2004, a valid International Ship Security Certificate that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. Our vessels are in compliance with the various security measures addressed by the MTSA, SOLAS and the ISPS Code. We do not believe these additional requirements will have a material financial impact on our operations.

Inspection by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the SOLAS. Seanergy’s vessels are classed with a classification society that is a member of the International Association of Classification Societies.

A vessel must undergo annual surveys, intermediate surveys, dry-dockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be dry-docked every two to three years for inspection of the underwater parts of such vessel. The following table sets forth information regarding the next scheduled dry-dock for the existing vessels in the fleet and the estimated cost for each next scheduled dry-dock.

Vessel	Next Scheduled Dry-Dock	Estimated Cost
African Oryx	October 2010	$	900,000
African Zebra	February 2011	$	1,000,000
Bremen Max	June 2011	$	1,000,000
Hamburg Max	June 2012	$	1,000,000
Davakis G.	May 2011	$	500,000
Delos Ranger	August 2011	$	500,000
BET Commander*	August 2009	$	1,200,000
BET Fighter*	September 2010	$	1,200,000
BET Prince*	May 2010	$	1,200,000
BET Scouter*	April 2010	$	1,200,000
BET Intruder*	March 2011	$	1,000,000

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* Vessels owned by BET.

If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, dry-docking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

At an owner’s application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal.

All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified as “in class” by a classification society which is a member of the International Association of Classification Societies. Seanergy’s vessels are certified as being “in class” by classification societies that are members of the International Association of Classification Societies.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon owners, operators and demise charterers of any vessel trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for ship owners and operators trading in the United States market. While we believe that our insurance coverage is adequate, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.

Hull and Machinery Insurance

We maintain marine hull and machinery and war risk insurance, which includes the risk of actual or constructive total loss, for all of its vessels. The vessels are covered up to at least fair market value, with deductibles in amounts of approximately $100,000 to $172,500.

We arrange, as necessary, increased value insurance for its vessels. With the increased value insurance, in case of total loss of the vessel, Seanergy will be able to recover the sum insured under the increased value policy in addition to the sum insured under the hull and machinery policy. Increased value insurance also covers excess liabilities which are not recoverable in full by the hull and machinery policies by reason of under insurance. We expect to maintain delay cover insurance for certain of its vessels. Delay cover insurance covers business interruptions that result in the loss of use of a vessel.

Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, which cover our third-party liabilities in connection with its shipping activities. This includes third-party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations.

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Our protection and indemnity insurance coverage for pollution is $1.0 billion per vessel per incident. The 13 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. Each of Seanergy’s vessels entered with P&I Associations of the International Group. Under the International Group reinsurance program, each P&I club in the International Group is responsible for the first $7.0 million of every claim. In every claim the amount in excess of $7.0 million and up to $50.0 million is shared by the clubs under a pooling agreement. In every claim the amount in excess of $50.0 million is reinsured by the International Group under the general excess of loss reinsurance contract. This policy currently provides an additional $3.0 billion of coverage. Claims which exceed this amount are pooled by way of “overspill” calls. As a member of a P&I Association, which is a member of the International Group, Seanergy is subject to calls payable to the associations based on its claim records as well as the claim records of all other members of the individual associations, and members of the pool of P&I Associations comprising the International Group. The P&I Associations’ policy year commences on February 20th. Calls are levied by means of estimated total costs, or ETC, and the amount of the final installment of the ETC varies according to the actual total premium ultimately required by the club for a particular policy year. Members have a liability to pay supplementary calls which might be levied by the board of directors of the club if the ETC is insufficient to cover amounts paid out by the club.

Legal Proceedings

We are not currently a party to any material lawsuit that, if adversely determined, would have a material adverse effect on our financial position, results of operations or liquidity.

Exchange Controls

Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of Seanergy’s shares.

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MANAGEMENT

Directors and Executive Officers

Set forth below are the names, ages and positions of our current directors and executive officers:

Name	Age		Position	Class
Georgios Koutsolioutsos		39	Chairman of the Board of Directors		C
Dale Ploughman		62	Chief Executive Officer and Director		B
Christina Anagnostara		38	Chief Financial Officer and Director		B
Ioannis Tsigkounakis		42	Secretary and Director		B
Alexios Komninos		42	Director		B
Kostas Koutsoubelis		53	Director		C
Elias M. Culucundis		65	Director		A
George Taniskidis		47	Director		A
Kyriakos Dermatis		61	Director		C
Alexander Papageorgiou		35	Director		C
Dimitrios N. Panagiotopoulos		47	Director		A
George Tsimpis		62	Director		B
Dimitris Anagnostopoulos		62	Director		A

The business address of each of our directors and executive officers listed below is 1-3 Patriarchou Grigoriou; 166 74 Glyfada; Athens, Greece. Our board of directors is divided into three classes, Class A, Class B and Class C, with only one class of directors being elected in each year, beginning at the 2010 annual meeting. The term of office of the Class A directors, consisting of Messrs. Elias M. Culucundis, George Taniskidis, Dimitrios N. Panagiotopoulos and Dimitris Anagnostopoulos will expire at our 2010 annual meeting of shareholders. The term of office of the Class B directors, consisting of Messrs. Alexios Komninos, Ioannis Tsigkounakis, Dale Ploughman, George Tsimpis and Ms. Christina Anagnostara will expire at the 2011 annual meeting. The term of office of the Class C directors, consisting of Messrs. George Koutsolioutsos, Kostas Koutsoubelis, Kyriakos Dermatis and Alexander Papageorgiou will expire at the 2012 annual meeting.

Georgios Koutsolioutsos has served as sole Chairman of our board of directors since May 20, 2008. From our inception to May 19, 2008, Mr. Koutsolioutsos served as our president and co-chairman of the board of directors. Mr. Koutsolioutsos has significant experience in the management and operations of public companies. He began his career at Folli Follie S.A. (ATSE: FOLLI) in 1992. Folli Follie is an international company with a multinational luxury goods brand and over three hundred points of sale (POS). Mr. Koutsolioutsos is currently the vice-president and an executive member of the board of directors. In 1999, Mr. Koutsolioutsos became a member of the board of directors of Hellenic Duty Free Shops S.A. (“HDFS” (ATSE: HDF)) and subsequently, as of May 2006, became the chairman of the board of directors. HDFS is the exclusive duty-free operator in Greece. In 2003, Mr. Koutsolioutsos was awarded Manager of the Year in Greece. Mr. Georgios Koutsolioutsos received his B.Sc. in business and marketing from the University of Hartford, Connecticut. He is fluent in five languages.

Dale Ploughman has served as a member of our board of directors and our chief executive officer since May 20, 2008. He has over 43 years of shipping industry experience. Since 1999, Mr. Ploughman has been the chairman of South African Marine Corporation (Pty) Ltd., a dry bulk shipping company based in South Africa and affiliate to members of the Restis family, and the chairman of the Bahamas Ship Owners Association. In addition, Mr. Ploughman has served as president, chief executive officer and a director of Golden Energy Marine Corp. since February 2005. Mr. Ploughman also serves as president and chief executive officer of numerous private shipping companies controlled by members of the Restis family. From 1989 to 1999, Mr. Ploughman was the president of Great White Fleet, a fleet owned by Chiquita Brands International Inc., which was one of the largest shipping carriers to and from Central America. Mr. Ploughman has previously worked as president and chief executive officer of Lauritzen Reefers A.S., a shipping company based in

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Denmark, the managing director of Dammers and Vander Hiede Shipping and Trading Inc., a shipping company based in the Netherlands and as the chairman of Mackay Shipping, a shipping company based in New Zealand. He holds degrees in Business Administration and Personnel Management and Master’s level Sea Certificates and was educated at the Thames Nautical Training College, HMS Worcester.

Christina Anagnostara has served as our chief financial officer since November 17, 2008. Prior to joining us, she served as chief financial officer and a board member for Global Oceanic Carriers Ltd, a dry bulk shipping company listed on the Alternative Investment Market of the London Stock Exchange, or AIM, since February 2007. Between 1999 and 2006, she was a senior manager at EFG Audit & Consulting Services, the auditors of the Geneva-based EFG Group, an international banking group specializing in global private banking and asset management. Prior to EFG Group, she worked from 1998 to 1999 in the internal audit group of Eurobank EFG, a bank with a leading position in Greece; and between 1995 and 1998 as a senior auditor at Ernst & Young Hellas, SA, Greece, the international auditing firm. Ms. Anagnostara studied Economics in Athens and has been a Certified Chartered Accountant since 2002.

Ioannis Tsigkounakis has been our secretary and a member of our board of directors since our inception. Since 1992, he has been a practicing lawyer specializing in Shipping and Capital Markets law. In 1994, he joined the law firm of Vgenopoulos and Partners, one of the largest international practice firms in Greece. Mr. Tsigkounakis advises Greek issuers, brokers, investment firms and banking institutions on capital markets and investment banking matters. He has been involved in capital finance transactions, mergers and acquisitions, take-overs and buy-outs, both in Greece and abroad, including: (i) the acquisition through the Athens Exchange of a controlling interest in Proton Bank of Greece by IRF European Finance Investments Ltd., in May 2006, a company listed on AIM, (ii) the public tender offer made by Laiki Bank Public Co. Ltd. of Cyprus to Egnatia Bank and Marfin Holdings of Greece, in September 2006, (iii) the acquisition of Links of London Ltd., in July 2006, and (iv) the issuance of a bond loan by HSBC, Alfa Bank, Piraeus Bank, BNP Paribas and National Bank of Greece. Since 2002, he has been a member of the board of directors of Aspropirgos Maritime Ltd., a company that owns a crude oil tanker and is a subsidiary of Paradise Tankers Corp., a tanker carrier group. Between 2003 and 2004, he was also a non-executive member of the board of directors of Marfin Bank Private Fund. He is currently an executive member of the board of directors of Hellenic Duty Free Shops, a company listed on the Athens Exchange (ATSE: HDF). Mr. Tsigkounakis received his law degree from the National University of Athens and a master’s degree (DEA) in International and Banking Law from the University of Pantheon, Sorbonne I, France. Since 2005, he has been a member of the Greek Legal Society of Banking and Capital Markets Law.

Alexios Komninos has been a member of our board of directors since our inception and was our chief financial officer from our inception through November 16, 2008. Since 1991, he has been a major shareholder and chief operating officer of N. Komninos Securities SA, one of the oldest members of the Athens Stock Exchange and member of the Athens Derivatives Exchange. He has been involved in more than twenty successful initial public offerings and secondary offerings of companies listed on the Athens Stock Exchange, including Rokkas Energy S.A. (ATSE: ROKKA), a windmill parks company, Folli Follie S.A. (ATSE: FOLLI), a luxury goods company, Flexopack S.A. (ATSE: FLEXO), a packaging company, Eurobrokers S.A. (ATSE: EUBRK), an insurance broking company, and Edrasi S.A. (ATSE: EDRA), a specialized construction company. Mr. Komninos is primarily engaged in the business of securities portfolio management. Throughout 2004 and 2005, he was a financial adviser to Capital Maritime & Trading Corp. Mr. Komninos also advises numerous other public companies in Greece on capital restructuring, mergers and acquisitions and buy-out projects. Mr. Komninos received his B.Sc. in economics from the University of Sussex in the United Kingdom and his M.Sc. in Shipping Trade and Finance from the City University Business School in London.

Kostas Koutsoubelis has been a member of our board of directors since May 20, 2008. Mr. Kostas Koutsoubelis is the group financial director of the Restis group of companies and also the chairman of Golden Energy Marine Corp. Furthermore, he is a member of the board of the directors of the following public listed companies: FreeSeas Inc., Hellenic Seaways S.A., FG Europe, Imperio Argo Group A.M.E., First Business Bank, South African Marine Corp. and Swissmarine Corporation Ltd. Mr. Koutsoubelis is also the vice president and treasurer of FreeSeas. Before joining the Restis group he served as head of shipping of Credit Lyonnais, Greece. After graduating from St. Louis University, St. Louis, Missouri, he held various positions in

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Mobil Oil Hellas S.A. and after his departure he joined International Reefer Services, S.A., a major shipping company, as financial director. In the past he has also served as director in Egnatia Securities S.A., a stock exchange company, and Egnatia Mutual Fund S.A. He is a governor in the Propeller Club — Port of Piraeus and member of the Board of the Association of Banking and Financial Executives of Hellenic Shipping.

Elias M. Culucundis has been a member of our board of directors since our inception. Since 2002, Mr. Culucundis has been a member of the board of directors of Folli Follie S.A. and since 2006 an executive member of the board of directors of Hellenic Duty Free Shops S.A. Since 1999, Mr. Culucundis has been president, chief executive officer and director of Equity Shipping Company Ltd., a company specializing in starting, managing and operating commercial and technical shipping projects. Additionally, from 1996 to 2000, he was a director of Kassian Maritime Shipping Agency Ltd., a vessel management company operating a fleet of ten bulk carriers. During this time, Mr. Culucundis was also a director of Point Clear Navigation Agency Ltd, a marine project company. From 1981 to 1995, Mr. Culucundis was a director of Kassos Maritime Enterprises Ltd., a company engaged in vessel management. While at Kassos, he was initially a technical director and eventually ascended to the position of chief executive officer, overseeing a large fleet of Panamax, aframax and VLCC tankers, as well as overseeing new vessel building contracts, specifications and the construction of new vessels. From 1971 to 1980, Mr. Culucundis was a director and the chief executive officer of Off Shore Consultants Inc. and Naval Engineering Dynamics Ltd. Off Shore Consultants Inc. worked in FPSO (Floating Production, Storage and Offloading vessel, “FPSO”) design and construction and responsible for the technical and commercial supervision of a pentagon-type drilling rig utilized by Royal Dutch Shell plc. Seven FPSO’s were designed and constructed that were subsequently utilized by Pertamina, ARCO, Total and Elf-Aquitaine. Naval Engineering Dynamics Ltd. was responsible for purchasing, re-building and operating vessels that had suffered major damage. From 1966 to 1971, Mr. Culucundis was employed as a Naval Architect for A.G. Pappadakis Co. Ltd., London, responsible for tanker and bulk carrier new buildings and supervising the technical operation of our fleet. He is a graduate of Kings College, Durham University, Great Britain, with a degree in Naval Architecture and Shipbuilding. He is a member of several industry organizations, including the Council of the Union of Greek Shipowners and American Bureau of Shipping. Mr. Culucundis is a fellow of the Royal Institute of Naval Architects and a Chartered Engineer.

George Taniskidis is the chairman and managing director of Millennium Bank, a position he had held since 2002. Mr. Taniskidis is a member of the board of directors of Euroseas Limited, a shipping company, where he has served since 2005. He is also a member of the board of directors of Millennium Bank, Turkey and a member of the executive committee of the Hellenic Banks Association. From 2003 until 2005, he was a member of the board of directors of Visa International Europe, elected by the Visa issuing banks of Cyprus, Malta, Portugal, Israel and Greece. From 1990 to 1998, Mr. Taniskidis worked at XIOSBANK (until its acquisition by Piraeus Bank in 1998) in various positions, with responsibility for the bank’s credit strategy and network. Mr. Taniskidis studied law at the National University of Athens and at the University of Pennsylvania Law School, where he received an LL.M. After law school, he joined the law firm of Rogers & Wells in New York, where he worked from 1986 until 1989 and was also a member of the New York State Bar Association. He is a member of the Young Presidents Organization.

Kyriakos G. Dermatis has extensive experience in brokering and negotiating the sale and acquisition of commercial vessels, chartering, ship management and operations. He founded and became president of Intermodal Shipbrokers Co., a ship brokering company involved in ship sale and purchase, new building contracting and special project activities. Mr. Dermatis began his career in October 1965 as a deck apprentice on seagoing tankers vessels. He quickly climbed up to Chief mate with various shipping companies and ships until 1975 when he moved on shore and continued his career as a shipbroker with Thenamaris SA in July 1976. Later he joined “Balkanfracht Hamburg” as a shipbroker for approximately a year. He returned to Greece in October 1978 and joined “Balkanfracht Piraeus” as Senior Dry Cargo Broker. In 1976, he moved to “A. Bacolitsas S.A.” — a shipowning company, operating a fleet of 18 ships of several types and sizes, as chartering manager and was soon promoted to General Manager of the subject company where he stayed until April 1983. From April 1983 until September 1983, he was chartering Director in Greece for European Navigation Fleet. In January 1985, he established “Intermodal Shipmanagement Inc.,” a company specializing in the sale and purchase of ships, tanker chartering, management of small tankers and other more specialized

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projects. In 1992, the company was renamed “Intermodal Shipbrokers Co.” In 2003, Mr. Dermatis moved the company’s headquarters in North Athens and in 2005 he established a branch office in Shanghai, China in order to support the constantly rising new building activity. Since 2004, Intermodal has negotiated contracts for more than 120 ships in China and 6 Prototype RoRo-tankers in Romania for major Greek, as well as UAE, Argentinean, Malaysian and Italian, shipowners. Kyriakos Dermatis remains an active board member of The Hellenic Shipbrokers Association, a member of the Mediterranean committee of China Classification Society, a member of Shell Marine panel as an external professional advisor to Shell for the past 20 years, and a member of marine club. Mr. Kyriakos Dermatis graduated from the University of Piraeus in March, 1973 by obtaining a BSC in Economics and he attended the London School of Foreign Trade based in London from 1974-1975 where he obtained a diploma in Shipping Business. Then he completed the Post Graduate Diploma in Port & Shipping Administration in 1976 from the University of Wales with recommendation. In 1984, he received an MSC in maritime studies from Cardiff University.

Alexander Papageorgiou has been the chief executive officer of Assos Capital Limited since the establishment of the company in May 2006. Between March 2005 and May 2006, he was the chief financial officer of Golden Energy Marine Corp., an international shipping company transporting a variety of crude oil and petroleum products based in Athens, Greece. From March 2004 to March 2005, Mr. Papageorgiou served as a director in the equities group in the London office of Citigroup Global Markets Inc. where he was responsible for the management and development of Citigroup’s Portfolio Products business in the Nordic region. From March 2001 to March 2004, Mr. Papageorgiou served as a vice president in the equities group in the London office of Morgan Stanley & Co., where hew was responsible for Portfolio Product sales and sales-trading coverage for the Nordic region and the Dutch institutional client base. From April 1997 to March 2001, he was an associate at J.P. Morgan Securities Ltd. in the Fixed Income and Investment Banking divisions. Mr. Papageorgiou holds an MSC in Shipping, Trade and Finance from City University Business School in London, Great Britain and a BA (Hons) in Business Economics from Vrije Universiteit in Brussels, Belgium.

Dimitrios Panagiotopoulos is the head of shipping and corporate banking of Proton Bank, a Greek private bank, where he has served since April 2004. From January 1997 to March 2004, he served as deputy head of the Greek shipping desk of BNP Paribas and before that for four years as senior officer of the shipping department of Credit Lyonnais Greece. From 1990 to 1993, he worked as chief accountant in Ionia Management, a Greek shipping company. He also served his obligatory military duty as an officer of the Greek Special Forces and today is a captain of the reserves of the Hellenic Army.

George Tsimpis served as shipping advisor at BNP Paribas, Greece, from 2006 through 2007, upon retiring as Head of the Greek Shipping Desk from BNP Paribas in 2006, a position he had held since 1992. From 1986 to 1992, Mr. Tsimpis served as chief financial officer of Pirelli Tyres. From 1978 to 1986, Mr. Tsimpis was Delegate Manager and Treasurer at Bank of America, Greece. Mr. Tsimpis joined Citibank, Greece in 1971, where he served as chief trader from 1974 to 1978. Mr. Tsimpis holds a Bachelor of Arts Degree in Economics from the University of Piraeus.

Dimitris Anagnostopoulos has over forty years of experience in shipping and ship finance. His career began in the 1970’s at Athens University of Economics followed by four years with the Onassis Group in Monaco. Mr. Anagnostopoulos also held various posts at the National Investment Bank of Industrial Development (ETEBA), Continental Illinois National Bank of Chicago, Greyhound Corporation, and with ABN AMRO, where he has spent nearly two decades with the Bank, holding positions of Senior Vice-President and Head of Shipping. Mr. Anagnostopoulos has been a speaker and panelist in various shipping conferences in Europe, and a regular guest lecturer at the City University Cass Business School in London and the Erasmus University in Rotterdam. He is a member (and ex vice chairman) of the Association of Banking and Financial Executives of Greek Shipping. He was recently named by the Lloyd’s Organization as Shipping Financier of the Year for 2008.

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Voting Agreement

Pursuant to the Voting Agreement, our board of directors is required to consist of 13 persons. The Restis affiliate shareholders, on the one hand, and the founding shareholders on the other have agreed to vote or cause to be voted certain shares they own or control in Seanergy so as to cause (i) six people named by the Restis affiliate shareholders to be elected to our board of directors, (ii) six people named by the founding shareholders to be elected to our board of directors, and (iii) one person jointly selected by the Restis affiliate shareholders and the founding shareholders to be elected to our board of directors.

The six members of our board of directors designated by each of the Restis affiliate shareholders and the founding shareholders have been divided as equally as possible among Class A, Class B and Class C directors. The six members of our board of directors designated by each of the Restis affiliate shareholders, on the one hand, and the founding shareholders, on the other hand, will include at least three “independent” directors, as defined in the rules of the SEC and the rules of any applicable stock exchange.

Both Messrs. Ploughman and Koutsoubelis were selected as directors by the Restis affiliate shareholders pursuant to the Voting Agreement. Because each of Messrs. Ploughman and Koutsoubelis was appointed by the Restis affiliate shareholders and employed by affiliates of the Restis affiliate shareholders in other vessel-owning ventures, the Restis affiliate shareholders are in a position to exert influence over such individuals in their capacities as directors of Seanergy. Accordingly, these board members may encounter conflicts of interest in considering future acquisitions of vessels on behalf of Seanergy.

Any director may be removed from office at any time, with or without cause, at the request of the shareholder group entitled to designate such director, and a director so removed shall be replaced by a nominee selected by the shareholder group entitled to designate such director. Vacancies on the board of directors will also be filled by the shareholder group entitled to name the director whose resignation or removal led to the occurrence of the vacancy.

In addition, pursuant to the Voting Agreement, our board of directors established a shipping committee consisting of three directors to consider and vote upon all matters involving shipping and vessel finance. The Voting Agreement requires that our board of directors appoint selected nominees as described below and that the board of directors fill any vacancies on the shipping committee with the nominees selected by the party that nominated the person whose resignation or removal has caused the vacancy. See “Management — Board Committees — Shipping Committee.”

With respect to our officers, the parties agreed that Messrs. Dale Ploughman and Georgios Koutsolioutsos would serve as chief executive officer and chairman of the board of directors, respectively. If Mr. Ploughman is unable or unwilling to serve in such position, the Restis affiliate shareholders shall have the right to appoint his replacement.

The Voting Agreement terminates on May 20, 2010, provided that the Restis affiliate shareholders and the founding shareholders may terminate the Voting Agreement prior such date if the other shareholder group at any time owns less than 50% of the shares subject to the Voting Agreement.

Board Committees

Our board of directors has an audit committee, a compensation committee, a nominating committee and a shipping committee. Our board of directors has adopted a charter for each of these committees.

Audit Committee

Our audit committee consists of Messrs. Dimitris Anagnostopoulos, Dimitrios N. Panagiotopoulos and George Tsimpis, each of whom is an independent director. Mr. Dimitrios N. Panagiotopoulos has been designated the “Audit Committee Financial Expert” under the SEC rules and the current listing standards of the Nasdaq Marketplace Rules.

The audit committee has powers and performs the functions customarily performed by such a committee (including those required of such a committee under the Nasdaq Marketplace Rules and the SEC). The audit

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committee is responsible for selecting and meeting with our independent registered public accounting firm regarding, among other matters, audits and the adequacy of our accounting and control systems.

Compensation Committee

Our compensation committee consists of Messrs. Kyriakos Dermatis, George Taniskidis and George Tsimpis, each of whom is an independent director. The compensation committee reviews and approves the compensation of our executive officers.

Nominating Committee

Our nominating committee consists of Messrs. Elias M. Culucundis, Dimitrios N. Panagiotopoulos and George Tsimpis, each of whom is an independent director. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors, subject to the terms of the Voting Agreement.

Shipping Committee

We have established a shipping committee. The purpose of the shipping committee is to consider and vote upon all matters involving shipping and vessel finance. The shipping industry often demands very prompt review and decision-making with respect to business opportunities. In recognition of this, and in order to best utilize the experience and skills that the Restis family board appointees bring to us, our board of directors has delegated all such matters to the shipping committee. Transactions that involve the issuance of our securities or transactions that involve a related party, however, shall not be delegated to the shipping committee but instead shall be considered by the entire board of directors. The shipping committee is comprised of three directors. In accordance with the Voting Agreement, the Master Agreement and our by-laws, two of the directors are nominated by the Restis affiliate shareholders and one of the directors is nominated by Seanergy Maritime’s founding shareholders. The initial members of the shipping committee are Messrs. Dale Ploughman and Kostas Koutsoubelis, who are the Restis affiliate shareholders’ nominees, and Mr. Elias M. Culucundis, who is the founding shareholders’ nominee. The Voting Agreement further requires that the directors appoint the selected nominees and that the directors fill any vacancies on the shipping committee with the nominees selected by the party that nominated the person whose resignation or removal caused the vacancy.

In order to assure the continued existence of the shipping committee, our board of directors has agreed that the shipping committee may not be dissolved and that the duties or composition of the shipping committee may not be altered without the affirmative vote of not less that 80% of our board of directors. In addition, the duties and powers of Seanergy’s chief executive officer, which is currently Mr. Ploughman, may not be altered without a similar vote. These duties and powers include voting the shares of stock that Seanergy owns in its subsidiaries. The purpose of this provision is to ensure that Seanergy will cause each of its shipping-related subsidiaries to have a board of directors with members that are identical to the shipping committee. In addition to these agreements, Seanergy has amended certain provisions in its articles of incorporation and by-laws to incorporate these requirements. As a result of these various provisions, in general, all shipping-related decisions will be made by the Restis family appointees to our board of directors unless 80% of the board members vote to change the duties or composition of the shipping committee.

Director Independence

Our securities are listed on the Nasdaq Stock Market and we are exempt from certain Nasdaq listing requirements including the requirement that our board be composed of a majority of independent directors. The board of directors has evaluated whether each of Messrs. Dimitris Anagnostopoulos, Elias M. Culucundis, Kyriakos Dermatis, Dimitrios N. Panagiotopoulos, Alexander Papageorgiou, George Taniskidis, and George Tsimpis is an “independent director” within the meaning of the listing requirements of Nasdaq. The Nasdaq independence definition includes a series of objective tests, such as that the director is not our employee and has not engaged in various types of business dealings with us. In addition, as further required by the Nasdaq requirements, the board of directors made a subjective determination as to each of Messrs. Elias M. Culucundis,

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Kyriakos Dermatis, Dimitrios N. Panagiotopoulos, Alexander Papageorgiou, George Taniskidis, and George Tsimpis that no relationships exist which, in the opinion of the board of directors, would interfere with the exercise of his independent judgment in carrying out the responsibilities of a director. In making this determination, the board of directors reviewed and discussed information provided by each of Messrs. Dimitris Anagnostopoulos, Elias M. Culucundis, Kyriakos Dermatis, Dimitrios N. Panagiotopoulos, Alexander Papageorgiou, George Taniskidis, and George Tsimpis with regard to his business and personal activities as they may relate to us and our management. After reviewing the information presented to it, our board of directors has determined that each of Messrs. Dimitris Anagnostopoulos, Elias M. Culucundis, Kyriakos Dermatis, Dimitrios N. Panagiotopoulos, Alexander Papageorgiou, George Taniskidis, and George Tsimpis is “independent” within the meaning of such rules. Our independent directors will meet in executive session as often as necessary to fulfill their duties, but no less frequently than annually.

Our by-laws provide that transactions must be approved by a majority of our independent and disinterested directors (i.e., those directors that are not expected to derive any personal financial benefit from the transaction).

Code of Conduct and Ethics

We have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws and the Nasdaq Marketplace Rules.

Compensation of Directors and Executive Officers

For the period ended December 31, 2008, our executive officers and directors received compensation of $321,000 from Seanergy. No service contract exists between any director and us or any of our subsidiaries providing for benefits upon termination of employment.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of September 9, 2009, based upon filings publicly available as at October 15, 2009, by:

•  Each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

•  Each of our officers and directors; and

•  Our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

				Percentage of Outstanding									Percentage of Outstanding
				Common Stock									Common Stock
Name and Address of				Before			After			Investment			Before			After
Beneficial Owner(1)	Voting Power			Offering			Offering(2)			Power			Offering			Offering(2)
Georgios Koutsolioutsos		28,224,029	(3)(4)(5)		79.12	%		42.98	%		9,568,380	(6)		26.28	%		14.57	%
Alexios Komninos		22,339,246	(3)(4)		74.89	%		37.34	%		1,183,417	(6)		3.97	%		1.98	%
Ioannis Tsigkounakis		21,861,645	(3)(4)		74.49	%		36.83	%		560,817	(6)		1.90	%		0.94	%
Kostas Koutsoubelis		0			*			*			0			*			*
Elias M. Culucundis		0			*			*			0			*			*
Christina Anagnostara		0			*			*			0			*			*
George Taniskidis		0			*			*			0			*			*
Kyriakos Dermatis		0			*			*			0			*			*
Alexander Papageorgiou		0			*			*			0			*			*
Dimitrios N. Panagiotopoulos		0			*			*			0			*			*
George Tsimpis		0			*			*			0			*			*
Dale Ploughman		0			*			*			0			*			*
Dimitris Anagnostopoulos		0			*			*			0			*			*
United Capital Investments Corp.		25,866,038	(4)(6)(8)(9)		81.41	%		41.87	%		9,416,372	(6)		29.64	%		15.24	%
Atrion Shipholding S.A.		24,581,287	(4)(8)(9)		79.42	%		40.33	%		7,518,620	(6)		24.29	%		12.34	%
Plaza Shipholding Corp.		24,714,881	(4)(6)(8)(9)		79.86	%		40.55	%		7,652,214	(6)		24.73	%		12.56	%
Comet Shipholding Inc.		24,581,578	(4)(8)(9)		79.43	%		40.33	%		7,518,911	(6)		24.29	%		12.34	%
Benbay Limited		9,416,372	(7)		29.64	%		15.24	%		9,416,372	(6)		29.64	%		15.24	%
United Capital Trust, Inc.		9,416,372	(7)		29.64	%		15.24	%		9,416,372	(6)		29.64	%		15.24	%
Aldebaran Investments LLC(10)		3,085,257			10.66	%		5.23	%		3,085,257			10.66	%		5.23	%
Brian Taylor(11)		3,475,938			12.00	%		5.90	%		3,475,938			12.00	%		5.90	%
Integrated Core Strategies (US) LLC(12)		1,647,408			5.69	%		2.79	%		1,647,408			5.69	%		2.79	%
All directors and executive officers as a group (13 individuals)		28,224,029	(3)(4)(5)		79.12	%		42.98	%		11,309,713			30.60	%		16.89	%

*	Less than one (1) percent
(1)	Unless otherwise indicated, the business address of each of the shareholders is 1-3 Patriarchou Grigoriou, 166 74 Glyfada, Athens, Greece.
(2)	Assumes underwriters do not exercise overallotment option.
(3)	Includes 6,727,000, 880,927, and 400,416 shares of our common stock for Mr. Koutsolioutsos, Mr. Komninos and Mr. Tsigkounakis, respectively, issuable upon exercise of warrants, as to which each of Mr. Koutsolioutsos, Mr. Komninos, and Mr. Tsigkounakis have sole voting power.

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(4)	Includes an aggregate of 18,265,649 shares of our common stock owned by the Restis affiliated shareholders, United Capital Investments, Atrion, Plaza and Comet, and Seanergy Maritime’s founding shareholders, which are subject to the Voting Agreement, as amended, described above.
(5)	Includes 38,700 shares of our common stock, as to which Mr. Koutsolioutsos has sole voting power.
(6)	Includes 70,000 shares of common stock owned by Argonaut SPC, a fund managed by Oxygen Capital AEPEY, which is an entity affiliated with Victor Restis and Katia Restis.
(7)	None of the Restis affiliate shareholders, other shareholders who are affiliates of the Restis family, or Seanergy Maritime’s founding shareholders has shared investment power with respect to any of the shares beneficially owned, except for (i) 9,416,372 shares included for United Capital Investments Corp., United Capital Trust, Inc. and Benbay Limited as to which each of United Capital Investments, United Capital Trust and Benbay have shared investment power; and (ii) 70,000 shares included for Plaza Shipholding Corp. as to which each of United and Plaza have shared investment power.
(8)	Does not include up to an aggregate of 4,308,075 shares of Seanergy common stock issuable to these entities if Seanergy achieves certain definitive predetermined criteria described in this prospectus. Each of United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp. and Comet Shipholding Inc. is an affiliate of members of the Restis family. The address of each of United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp., and Comet Shipholding Inc., is c/o 11 Poseidonos Avenue, 16777 Elliniko, Athens, Greece, Attn: Evan Breibart.
(9)	Includes 2,826,584, 2,002,038, 2,002,084, and 2,002,083 shares of our common stock for United Capital Investments, Atrion, Plaza and Comet, respectively, in connection with the exercise of the warrants, as to which each of United Capital Investments, Atrion, Plaza and Comet have sole voting power.
(10)	Based on Schedule 13G filed on February 17, 2009. Includes shares issuable upon exercise of warrants which became exercisable on September 24, 2008. The address is 500 Park Avenue, 5th Floor, New York, NY 10022.
(11)	Based on Schedule 13G/A filed on January 20, 2009. Mr. Brian Taylor, who is the sole member of Pine River Capital Management LLC, the general partner of Pine River Capital Management, L.P. and director of Nisswa Acquisition Master Fund Ltd., and Pine River Capital Management L.P., Nisswa Acquisition Master Fund’s investment manager, initially had shared voting power and shared investment power for 3,475,938 shares. Nisswa Acquisition Master Fund Ltd. has shared voting power and shared investment power for 3,261,326 shares. The address of each of Mr. Taylor, Pine River Capital Management L.P. and Nisswa Acquisition Master Fund Ltd. is c/o Pine River Capital Management L.P., 601 Carlson Parkway, Suite 330, Minnetonka, MN 55305.
(12)	Based on Schedule 13G filed on February 5, 2008. Includes shares issuable upon exercise of Warrants which became exercisable on September 24, 2008. Integrated Core Strategies (US) LLC, Millennium Management LLC and Israel A. Englander have shared voting power and shared investment power for these 1,647,408 shares. The address is c/o Millennium Management LLC, 666 Fifth Avenue, New York, NY 10103.

Escrow of Shares Held by Seanergy Maritime’s Founding Shareholders

The 5,500,000 shares initially owned by Seanergy Maritime’s founding shareholders, including those that were transferred by Seanergy Maritime’s former chief executive officer and former chief operating officer to the Restis affiliate shareholders, have been placed in an escrow account maintained by Continental Stock Transfer & Trust Company, as escrow agent. These shares were exchanged for shares of our common stock. In connection with the dissolution and liquidation of Seanergy Maritime, we executed a joinder to the stock escrow agreement and as a result the shares of our common stock owned by such shareholders remained in escrow until 12 months after the vessel acquisition. In September 2009 pursuant to the terms of the escrow agreement, these shares were released by the escrow agent to the founding shareholders, including the Restis affiliate shareholders.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Master Agreement

On August 26, 2008, shareholders of Seanergy Maritime approved a proposal to acquire six dry bulk carriers from six individual sellers that are controlled by members of the Restis family, including two newly built vessels. This acquisition was made pursuant to the Master Agreement and the several MOAs in which Seanergy agreed to purchase these vessels for an aggregate purchase price of (i) $367,030,750 in cash to the sellers, (ii) $28,250,000 in the form of the Note, which was convertible into 2,260,000 shares of Seanergy’s common stock, issued to the Restis affiliate shareholders as nominees for the sellers, and (iii) up to an aggregate of 4,308,075 shares of common stock of Seanergy issued to the Restis affiliate shareholders as nominees for the sellers, subject to Seanergy meeting an EBITDA target of $72 million to be earned between October 1, 2008 and September 30, 2009. We expect to meet the EBITDA target. On August 19, 2009, in connection with an amendment to the Note to reduce the conversion price, the holders of the Note converted it to 6,585,868 shares of our common stock. The Restis affiliate shareholders, United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp., and Comet Shipholding Inc., and the sellers are owned and controlled by the following members of the Restis family: Victor Restis, Bella Restis, Katia Restis and Claudia Restis. The Restis affiliate shareholders are four personal investment companies. Each company is controlled by one of these four individuals. Each seller is a single purpose entity organized for the purpose of owning and operating one of the six dry bulk carriers sold pursuant to the terms of the Master Agreement and the individual related MOA. Following the sale of the vessels under the Master Agreement and related MOAs, the sellers have had no further operations. The Restis affiliate shareholders purchased shares of Seanergy’s common stock from two of our original founders, Messrs. Panagiotis and Simon Zafet, and serve as nominees of the sellers for purposes of receiving payments under the Note and the shares issuable upon meeting the EBITDA targets described above. The Restis affiliate shareholders do not have any direct participation in our operations as they are not officers, directors or employees of Seanergy Maritime or Seanergy. Pursuant to the terms of the Voting Agreement, the Restis affiliate shareholders have the right to nominate members to the Board of Directors and to appoint officers as described more fully below.

The Master Agreement also provided that Seanergy Maritime and Seanergy cause their respective officers to resign as officers, other than Messrs. Ploughman and Koutsolioutsos, and the Restis affiliate shareholders have the right to appoint such other officers as they deem appropriate in their discretion. The Master Agreement also required that directors resign and be appointed so as to give effect to the Voting Agreement. Pursuant to the Master Agreement, Seanergy Maritime and Seanergy also established shipping committees of three directors and delegated to them the exclusive authority to consider and vote upon all matters involving shipping and vessel finance, subject to certain limitations. Messrs. Ploughman, Koutsoubelis and Culucundis were appointed to such committees. See “Our’s Business — Shipping Committee.” In addition, in connection with the Master Agreement, Seanergy entered into the Management Agreement and the Brokerage Agreement, whereby Seanergy agreed to outsource the management and commercial brokerage of its fleet to affiliates of the Restis family.

Registration Rights

Pursuant to a Registration Rights Agreement, no later than thirty days from the effective date of the dissolution and liquidation, we were obligated to file a registration statement with the Securities and Exchange Commission registering the resale of the 5,500,000 shares in the aggregate owned by Seanergy Maritime’s founding shareholders and the Restis affiliate shareholders and the 16,016,667 shares of common stock underlying their private placement warrants. However, the 5,500,000 shares will not be released from escrow before the first year anniversary of the consummation of the vessel acquisition. In addition, we agreed to register for resale in such registration statement an aggregate of 6,568,075 shares of common stock, consisting of 4,308,075 shares of common stock issuable to the Restis affiliate shareholders if we achieve certain earnings targets and 2,260,000 shares of common stock issuable upon conversion of the Note. We have filed such registration statement with the SEC and it was declared effective on February 19, 2009. On August 28,

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2009, in connection with the amendment to the Note, we filed a registration statement pursuant to Rule 462(b) for the additional 4,325,868 shares of our common stock issued upon conversion of the Note, as amended.

The holders of such securities are also entitled to certain “piggy-back” registration rights on registration statements filed subsequent to such date. We will bear the expenses incurred in connection with any such registration statements, other than underwriting discounts and/or commissions.

Management of the Fleet

We outsource the commercial brokerage and management of our fleet to companies that are affiliated with members of the Restis family. The commercial brokerage of our initial fleet of six vessels and the BET fleet has been contracted out to Safbulk. The management of our fleet has been contracted out to EST. All three of these entities are controlled by members of the Restis family.

Brokerage Agreement

Under the terms of the brokerage agreements entered into by Safbulk Pty, as exclusive commercial broker, with Seanergy Management, for our initial fleet of six vessels, and Safbulk Maritime and BET for the BET fleet, Safbulk provides commercial brokerage services to our subsidiaries and the subsidiaries of BET, which include, among other things, seeking and negotiating employment for the vessels owned by the vessel-owning subsidiaries in accordance with the instructions of Seanergy Management and BET, as the case may be. Safbulk is entitled to receive a commission of 1.25% calculated on the collected gross hire/freight/demurrage payable when such amounts are collected. The brokerage agreement with Safbulk Pty is for a term of two years expiring in August 2010. The brokerage agreement with Safbulk Maritime is for a term of one year expiring in August 2010. Each brokerage agreement is automatically renewable for consecutive periods of one year, unless either party is provided with three months’ written notice prior to the termination of such period.

Management Agreement

Under the terms of the management agreement entered into by EST, as manager of all vessels owned by Seanergy’s subsidiaries, with Seanergy Management, and EST, as manager of all vessels owned by BET, and BET, EST performs certain duties that include general administrative and support services necessary for the operation and employment of all vessels owned by all subsidiaries of Seanergy and BET, including, without limitation, crewing and other technical management, insurance, freight management, accounting related to vessels, provisions, bunkering, operation and, subject to Seanergy’s instructions, sale and purchase of vessels.

Under the terms of the management agreement with Seanergy Management, EST was initially entitled to receive a daily fee of Euro 416.00 per vessel until December 31, 2008, which fee may thereafter be increased annually by an amount equal to the percentage change during the preceding period in the Harmonised Indices of Consumer Prices All Items for Greece published by Eurostat from time to time. Such fee is payable monthly in advance on the first business day of each following month. The fee has been increased to Euro 425.00 per vessel through December 31, 2009. Under the terms of the management agreement with BET, the management fee is also Euro 425.00 per vessel through December 31, 2009.

Shipping Committee

We have established a shipping committee. The purpose of the shipping committee is to consider and vote upon all matters involving shipping and vessel finance. The shipping industry often demands very prompt review and decision-making with respect to business opportunities. In recognition of this, and in order to best utilize the experience and skills that the Restis family board appointees bring to us, our board of directors has delegated all such matters to the shipping committee. Transactions that involve the issuance of our securities or transactions that involve a related party, however, shall not be delegated to the shipping committee but instead shall be considered by the entire board of directors. The shipping committee is comprised of three directors. In accordance with the Voting Agreement, the Master Agreement and our by-laws, two of the directors are nominated by the Restis affiliate shareholders and one of the directors is nominated by Seanergy

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Maritime’s founding shareholders. The initial members of the shipping committee are Messrs. Dale Ploughman and Kostas Koutsoubelis, who are the Restis affiliate shareholders’ nominees, and Mr. Elias M. Culucundis, who is the founding shareholders’ nominee. The Voting Agreement further requires that the directors appoint the selected nominees and that the directors fill any vacancies on the shipping committee with nominees selected by the party that nominated the person whose resignation or removal caused the vacancy.

In order to assure the continued existence of the shipping committee, our board of directors has agreed that the shipping committee may not be dissolved and that the duties or composition of the shipping committee may not be altered without the affirmative vote of not less that 80% of our board of directors. In addition, the duties of our chief executive officer, which is currently Mr. Ploughman, may not be altered without a similar vote. These duties include voting the shares of stock that Seanergy owns in its subsidiaries. The purpose of this provision is to ensure that we will cause each of its shipping-related subsidiaries to have a board of directors with members that are identical to the shipping committee. In addition to these agreements, we have amended certain provisions in its articles of incorporation and by-laws to incorporate these requirements. As a result of these various provisions, in general, all shipping-related decisions will be made by the Restis family appointees to our board of directors unless 80% of the board members vote to change the duties or composition of the shipping committee.

The members of the shipping committee also serve as our appointees to the BET board of directors.

The Charters

In connection with our business combination, our relevant vessel-owning subsidiaries entered into time charter parties for all six vessels with SAMC, a company associated with members of the Restis family. Each charter party reflected rates for a period of 11 to 13 months as follows (inclusive of a total of 2.5% address and charter commission in favor of parties nominated by the sellers): (i) $30,000 per day for the African Oryx; (ii) $36,000 per day for the African Zebra; (iii) $60,000 per day for the Davakis G. (ex. Hull No. KA215); (iv) $60,000 per day for the Delos Ranger (ex. Hull No. KA216); (v) $65,000 per day for the Bremen Max; and (vi) $65,000 per day for the Hamburg Max, with some flexibility permitted with regard to the per vessel type charters secured by the sellers so long as the operating day and duration weighted average revenues are consistent with the foregoing. On July 24, 2009, SAMC and Seanergy executed addendums to the charter parties relating to the Bremen Max and the Hamburg Max pursuant to which the daily charter rate was reduced to $15,500 for each vessel and the charter period was extended for an additional 11-13 months commencing on July 27, 2009 and August 12, 2009, respectively.

Upon expiration of the current charters for the BET Commander and the BET Prince in October 2009 and November 2009, respectively, pursuant to charter party agreements dated as of July 7, 2009, the BET Commander and the BET Prince will be chartered to SAMC at daily charter rates of $24,000 and $25,000, respectively, for charters expiring in December 2011 and January 2012, respectively.

Pursuant to charter party agreements dated as of July 7, 2009, each of the BET Fighter, BET Scouter and the BET Intruder were chartered to SAMC at daily charter rates of $25,000, $26,000 and $15,500, respectively, for charters expiring in September 2011, October 2011 and September 2011, respectively.

All charter rates for the BET fleet are inclusive of a commission of 1.25% payable to Safbulk as commercial broker and 2.5% payable to SAMC as charterer.

SAMC is an affiliate of members of the Restis family. We believe the terms of the charters with SAMC are at least as favorable to us as those we could have obtained from an unaffiliated third party.

Voting Agreement

Pursuant to the Voting Agreement, our board of directors is required to consist of 13 persons. The Restis affiliate shareholders, on the one hand, and the founding shareholders on the other have agreed to vote or cause to be voted certain shares they own or control in Seanergy so as to cause (i) six people named by the Restis affiliate shareholders to be elected to our board of directors, (ii) six people named by the founding

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shareholders to be elected to our board of directors, and (iii) one person jointly selected by the Restis affiliate shareholders and the founding shareholders to be elected to our board of directors.

The six members of our board of directors designated by each of the Restis affiliate shareholders and the founding shareholders will be divided as equally as possible among Class A, Class B and Class C directors. The six members of our board of directors designated by each of the Restis affiliate shareholders, on the one hand, and the founding shareholders, on the other hand, will include at least three “independent” directors, as defined in the rules of the SEC and the rules of any applicable stock exchange.

Both Messrs. Ploughman and Koutsoubelis were selected as directors by the Restis affiliate shareholders pursuant to the Voting Agreement. Because each of Messrs. Ploughman and Koutsoubelis was appointed by the Restis affiliate shareholders and is employed by affiliates of the Restis affiliate shareholders in other vessel-owning ventures, the Restis affiliate shareholders are in a position to exert influence over such individuals in their capacities as directors of Seanergy. Accordingly, these board members may encounter conflicts of interest in considering future acquisitions of vessels on behalf of Seanergy.

Any director may be removed from office at any time, with or without cause, at the request of the shareholder group entitled to designate such director, and a director so removed shall be replaced by a nominee selected by the shareholder group entitled to designate such director. Vacancies on the board of directors shall also be filled by the shareholder group entitled to name the director whose resignation or removal led to the occurrence of the vacancy.

In addition, pursuant to the Voting Agreement, our board of directors established a shipping committee consisting of three directors to consider and vote upon all matters involving shipping and vessel finance. The Voting Agreement requires that our board of directors appoint selected nominees as described above and that the board of directors fill any vacancies on the shipping committee with the nominees selected by the party that nominated the person whose resignation or removal has caused the vacancy. See “Management — Board Committees — Shipping Committee.”

With respect to our officers, the parties agreed that Messrs. Dale Ploughman and Georgios Koutsolioutsos will serve as chief executive officer and chairman of the board of directors, respectively. If Mr. Ploughman is unable or unwilling to serve in such position, the Restis affiliate shareholders shall have the right to appoint his replacement.

The Voting Agreement terminates on May 20, 2010, provided that the Restis affiliate shareholders and the founding shareholders may terminate the Voting Agreement prior such date if the other shareholder group at any time owns less than 50% of the shares subject to the Voting Agreement.

Stock Purchase Agreement

On May 20, 2008, the Restis affiliate shareholders purchased the beneficial interests in all of the securities of Seanergy Maritime owned by Messrs. Panagiotis Zafet and Simon Zafet, the former chief executive officer and chief operating officer of Seanergy Maritime, respectively. The securities owned by the Zafets consisted of 2,750,000 founding shares and 8,008,334 private placement warrants. The aggregate purchase price for the founding shares and private placement warrants, which was negotiated between the Zafets and the Restis affiliate shareholders, was $25,000,000.

Because the securities purchased by the Restis affiliate shareholders were founding shares and private placement warrants, they were subject to a number of restrictions not applicable to Seanergy Maritime common stock and warrants. The founding shares were held in escrow and could not be transferred until 12 months after a business combination, which is why the Restis affiliate shareholders could only purchase the beneficial interests in such shares, including voting rights, as the founding shares remained in the registered names of the Zafets until September 7, 2009, when they were transferred into the names of the Restis affiliate shareholders and released from escrow.

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In connection with the purchase by the Restis affiliate shareholders of all of the Zafets’ beneficial interest in the founding shares and private placement warrants, the Zafets agreed to resign as directors and officers of Seanergy Maritime and terminated all business relationships they had with Seanergy Maritime.

Neither Seanergy nor Seanergy Maritime was a party to the stock purchase agreement and neither was involved in the negotiation of the purchase price. Accordingly, Seanergy and Seanergy Maritime believe that the fair value of the founding shares and private placement warrants sold by the Zafets to the Restis affiliate shareholders was the contractual purchase price of $25,000,000. In addition, because none of Seanergy Maritime, Seanergy or the founding shareholders other than the Zafets was a party to the stock purchase agreement, the parties to the stock purchase agreement could not and did not enter into a voting agreement. The Voting Agreement was entered into in connection with the Master Agreement between Seanergy Maritime and the certain nominees of the sellers, among others.

Vgenopoulos and Partners

Mr. Ioannis Tsigkounakis, a member of our board of directors, is a partner of Vgenopoulos and Partners. During the fiscal year ended December 31, 2008, Seanergy Maritime paid Mr. Tsigkounakis’ law firm $340,000. Seanergy anticipates continued retention of Mr. Tsigkounakis’ law firm for the near future.

Sublease Agreement

We lease our executive office space in Athens, Greece pursuant to the terms of a sublease agreement between Seanergy Management and Waterfront, a company which is beneficially owned by Victor Restis. The sublease fee is approximately EURO 500,000 per annum. The initial term is from November 17, 2008 to November 16, 2011. Seanergy has the option to extend the term until February 2, 2014. The premises are approximately 1,000 square meters in a prime location in the Southern suburbs of Athens. The agreement includes furniture, parking space and building maintenance.

Consultancy Agreement

On December 15, 2008, Seanergy Management entered into an agreement with CKA Company S.A., a related party entity incorporated in the Marshall Islands. CKA Company S.A. is beneficially owned by our chief financial officer. Under the agreement, CKA Company S.A. provides the services of the individual who serves in the position of our chief financial officer. The agreement is for $220,000 per annum, payable monthly on the last working day of every month in twelve installments.

BET Shareholders Agreement

In connection with the closing of our purchase of an interest in BET, on August 12, 2009, we entered into a shareholders agreement with Mineral Transport, an affiliate of members of the Restis family, which sets forth, among other things, the parties rights with respect to the corporate governance and control of BET’s business and operations and the ownership and transfer of the stock owned by the two shareholders. See “Our Business — BET — Shareholders Agreement.”

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have           shares of common stock outstanding or           shares if the underwriters’ over-allotment option is exercised in full. The 30,000,000 shares sold in this offering, or           shares if the underwriters’ over-allotment option is exercised in full, will be freely transferable in the United States without restriction under the Securities Act, except for any shares purchased by one of our “affiliates,” which will be subject to the resale limitations of Rule 144 under Securities Act.

After the consummation of this offering, our existing shareholders will continue to own           shares of common stock, which were acquired in private transactions not involving a public offering and these shares are therefore treated as “restricted securities” for purposes of Rule 144. The restricted securities held by certain of these existing shareholders, our officers, directors and certain other parties will be subject to the

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underwriters’  -day lock-up agreement. Restricted securities may not be resold except in compliance with the registration requirements of the Securities Act or under an exemption from those registration requirements, such as the exemptions provided by Rule 144, Regulation S and other exemptions under the Securities Act. Securities currently registered under our existing Form F-1 resale registration statement may continue to be registered and sold thereunder by some of our shareholders but may not be sold by certain of our shareholders during the  -day lock-up period with respect to those shareholders that have executed lock-up agreements.

In general, under Rule 144 as currently in effect, a person or persons whose shares are aggregated, who owns shares that were acquired from the issuer or an affiliate at least six months ago, would be entitled to sell within any three-month period, a number of shares that does not exceed the greater of (i) 1% of the then outstanding shares of the applicable class of stock, or (ii) an amount equal to the average weekly reported volume of trading in shares of the applicable class of stock on all national securities exchanges and/or reported through the automated quotation system of registered securities associations during the four calendar weeks preceding the date on which notice of the sale is filed with the Securities and Exchange Commission. Sales in reliance on Rule 144 are also subject to other requirements regarding the manner of sale, notice and availability of current public information about us. A person or persons whose shares are aggregated, who is not deemed to have been one of our affiliates at any time during the 90 days immediately preceding the sale may sell restricted securities in reliance on Rule 144 without regard to the limitations described above, provided that one year has elapsed since the later of the date on which the same restricted securities were acquired from us or one of our affiliates. As defined in Rule 144, an “affiliate” of an issuer is a person that directly, or indirectly through on or more intermediaries, controls, or is controlled by, or is under common control with, that same issuer.

Our directors and officers and certain of our existing affiliated shareholders, who collectively own           shares, may not offer, sell, contract to sell or otherwise dispose of any of our securities that are substantially similar to our common stock or that are exercisable for common stock, without the prior written consent of           during the period beginning from the date of the prospectus and continuing to and including the date 60 days after the date of this prospectus,.

As a result of these lock-up agreements and rules of the securities act, the restricted shares will be available for sale in the public market, in some cases subject to certain volume and other restrictions, as mentioned above, as follows:

Days After the Date	Number of Shares
of this Prospectus	Eligible for Sales	Comment
Date of prospectus		Shares not locked up and eligible for sale freely or under Rule 144
60 days		lock-up released

Prior to this offering, there has been a limited public market for our common stock, but no prediction can be made as to the effect, if any, that future sales or the availability of shares for sale will have on the market price of our common stock prevailing from time to time. Nevertheless, sales of substantial amounts of our common stock in the public market, or the perception that those sales may occur, could adversely affect prevailing market prices for our common stock.

DESCRIPTION OF SECURITIES

Seanergy is a corporation organized under the laws of the Republic of the Marshall Islands and is subject to the provisions of Marshall Islands law.

Below is a summary of the material features of Seanergy’s securities. This summary is not a complete discussion of the amended and restated articles of incorporation and amended and restated by-laws of Seanergy that create the rights of its shareholders. You are urged to read carefully the amended and restated articles of incorporation and amended and restated by-laws of Seanergy.

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General

We are authorized to issue 200,000,000 shares of common stock, par value $0.0001, of which 28,947,095 shares of common stock are outstanding as of September 9, 2009 and 1,000,000 shares of preferred stock, par value $0.0001, of which none are outstanding as of the date of this prospectus.

Common Stock

We have outstanding 28,947,095 shares of common stock. In addition, we have 40,984,667 shares of common stock reserved for issuance upon the exercise of warrants and the underwriter’s unit purchase option described below, and 4,308,075 shares reserved for issuance to the Restis affiliate shareholders upon meeting an EBITDA target of $72 million to be earned between October 1, 2008 and September 30, 2009.

Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Certain of our shareholders have agreed with us to subordinate their right to receive dividends with respect to 5,500,000 shares of our common stock owned by them for a period of one year commencing on the second full quarter following the initial closing of the vessel acquisition to the extent that we have insufficient funds to make such dividend payments. Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. All outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any shares of preferred stock which we may issue in the future.

There are no limitations on the right of non-residents of the Republic of the Marshall Islands to hold or vote shares of our common stock.

Preferred Stock

Our amended and restated articles of incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our common stock. The preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although there is no current intent to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Warrants

We have outstanding an aggregate of 38,984,667 warrants, which are exercisable at a price of $6.50 per share, subject to adjustment as discussed below. Our warrants will expire on September 24, 2011 at 5:00 p.m., New York City time.

We may call the warrants for redemption:

•  in whole and not in part;

•  at a price of $0.01 per warrant at any time;

•  upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•  if, and only if, the reported last sale price of the Common Shares equals or exceeds $14.25 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; provided that a current registration statement under the Securities Act relating to the shares issuable upon exercise of the warrant, or Warrant Share, is effective.

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This criterion was established to provide warrant holders with a (i) adequate notice of exercise only after the then prevailing Common Share price is substantially above the warrant exercise price and (ii) a sufficient differential between the then prevailing Common Share price and the warrant exercise price so there is a reasonable cushion against a negative market reaction, if any, to our redemption call. A total of 16,066,667 warrants issued by Seanergy Maritime in the pre-offering private placement and which we assumed following the dissolution and liquidation of Seanergy Maritime, which we will refer to as the private placement warrants, may not be redeemed if held by the initial holders or their permitted assigns.

The exercise price and number of Warrant Shares may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their exercise price.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of our common stock. After the issuance of Warrant Shares, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

No warrants will be exercisable unless at the time of exercise a prospectus relating to Warrants Shares is current and the Warrant Shares have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we will agree to meet these conditions and use our best efforts to maintain a current prospectus relating to Warrant Shares until the expiration of the warrants. If we are unable to maintain the effectiveness of such registration statement until the expiration of the warrants, and therefore are unable to deliver registered shares, the warrants may become worthless and we will not be required to net-cash settle the warrants. In such a case, the purchasers of units will have paid the full purchase price of the units solely for the Common Shares underlying such units. Additionally, the market for the warrants may be limited if the prospectus relating to the Warrant Shares is not current or if the Warrant Shares are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside. In no event will the registered holders of a warrant be entitled to receive a net-cash settlement, stock, or other consideration in lieu of physical settlement in Common Shares.

The private placement warrants are identical to our warrants, except that (i) the private placement warrants are not subject to redemption if held by the initial holders or their permitted assigns and (ii) the warrants may be exercised on a cashless basis. Because the private placement warrants were originally issued pursuant to an exemption from the registration requirements under the federal securities laws, the holders of such warrants will be able to exercise their warrants even if, at the time of exercise, a prospectus relating to the common stock issuable upon exercise of such warrants is not current. As described above, the holders of the warrants purchased in the initial public offering will not be able to exercise them unless we have a current registration statement covering the shares issuable upon their exercise.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the Warrant Shares to be issued to the warrant holder.

Purchase Option

Upon the dissolution and liquidation of Seanergy Maritime, we assumed Seanergy Maritime’s obligation under the underwriter’s unit purchase option it granted to Maxim Group LLC for the purchase up to a total of 1,000,000 units at a per unit price of $12.50. The units issuable upon exercise of the option will consist of one share of our common stock and one warrant. The warrant will be identical to the warrants described above.

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Dividends

We had initially expressed an intent to pay dividends in the aggregate amount of $1.20 per share on a quarterly basis during the one-year period commencing with the second full quarter following the initial closing of the vessel acquisition, which is the quarter ending March 31, 2009. We have, however, determined to temporarily suspend the payment of any dividends based on restrictions imposed on us by our senior lender. We have not yet determined when any dividend payments will be resumed. In the event we determine to resume any dividend payments, under the terms of the waiver obtained with respect to our loan facilities’ security margin clause, the written approval of Marfin will be required before the payment of any dividends. Certain of our shareholders have agreed with us for such one-year period to subordinate their rights to receive dividends with respect to the 5,500,000 owned by them, but only to the extent that we have insufficient funds to make such dividend payments. The declaration and payment of any dividend is subject to the discretion of our board of directors. The timing and amount of dividend payments will be in the discretion of our board of directors and be dependent upon our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our loan agreements, the provisions of Marshall Islands law affecting the payment of dividends to shareholders and other factors. Our board of directors may review and amend our dividend policy from time to time in light of our plans for future growth and other factors.

Our Transfer Agent and Warrant Agent

The transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company.

MARSHALL ISLANDS COMPANY CONSIDERATIONS

Our corporate affairs are governed by our amended and restated articles of incorporation and amended and restated by-laws and by the Business Corporations Act of the Republic of the Marshall Islands, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. For example, the BCA allows the adoption of various anti-takeover measures such as shareholder “rights” plans. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as U.S. courts. Thus, you may have more difficulty in protecting your interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction that has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholders’ rights.

Marshall Islands	Delaware
Shareholders’ Meetings
•     Held at a time and place as designated in the by-laws	•     May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors
•     May be held within or outside the Marshall Islands	•     May be held within or outside Delaware
•     Notice:	•     Notice:
•     Whenever shareholders are required to take action at a meeting, written notice shall state the place, date and hour of the meeting and, unless it is the annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice of a special	•   Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any

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Marshall Islands	Delaware
meeting shall also state the purpose for which the meeting is called.
•     A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting	•     Written notice shall be given not less than 10 nor more than 60 days before the date of the meeting
Shareholders’ Voting Rights
•     Any action required to be taken by meeting of shareholders may be taken without meeting if consent is in writing and is signed by all the shareholders entitled to vote	•     Stockholders may act by written consent to elect directors
•     Any person authorized to vote may authorize another person to act for him by proxy	•     Any person authorized to vote may authorize another person or persons to act for him by proxy
•     Unless otherwise provided in the articles of incorporation, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one third of the shares entitled to vote at a meeting. Once a quorum is present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders	•     For non-stock corporations, certificate of incorporation or bylaws may specify the number of members necessary to constitute a quorum. In the absence of this, one-third of the members shall constitute a quorum
•     The articles of incorporation may provide for cumulative voting in the election of directors	•     For stock corporations, certificate of incorporation or bylaws may specify the number of members necessary to constitute a quorum but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. In the absence of such specifications, a majority of shares entitled to vote at the meeting shall constitute a quorum
•     Any two or more domestic corporations may merge into a single corporation if approved by the board and if authorized by a majority vote of the holders of outstanding shares at a stockholder meeting	•     The certificate of incorporation may provide for cumulative voting
•     Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation’s usual or regular course of business, once approved by the board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting	•     Any two or more corporations existing under the laws of state may merge into a single corporation pursuant to a board resolution and upon the majority vote by stockholders of each constituent corporation at an annual or special meeting
	•     Every corporation may at any meeting of the board sell, lease or exchange all or substantially all of its property and assets as its board deems expedient and for the best interests of the corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of a corporation entitled to vote
•     Any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other	•     Any corporation owning at least 90% of the outstanding shares of each class of another corporation may merge the other corporation into itself and assume all of its obligations without the

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Marshall Islands	Delaware
corporation into itself without the authorization of the     shareholders of any corporation	vote or consent of stockholders; however, in case the parent corporation is not the surviving corporation, the proposed merger shall be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly called stockholder meeting
•     Any mortgage, pledge of or creation of a security interest in all or any part of the corporate property may be authorized without the vote or consent of the shareholders, unless otherwise provided for in the articles of incorporation or approval off the shareholders is required pursuant to the BCA	•     Any mortgage or pledge of a corporation’s property and assets may be authorized without vote or consent of stockholders, except to the extent that the certificate of incorporation otherwise provides
Directors
•     Board must consist of at least one member	•     Board must consist of at least one member
•     Number of members can be changed by an amendment to the by-laws, by the shareholders, or by action of the board under the specific provisions of a bylaw	•     Number of board members shall be fixed by the bylaws, unless the certificate of incorporation fixes the number of directors
•     If the board is authorized to change the number of directors, it can only do so by majority of the entire board and so long as no decrease in the number shall shorten the term of any incumbent director	•     If the number of directors is fixed by the certificate of incorporation, a change in the number shall be made only by an amendment of the certificate
•     Removal	•     Removal
•     Any or all of the directors may be removed for cause by vote of the shareholders	•     Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote unless the certificate of incorporation otherwise provides
•     If the articles of incorporation or the by-laws so provide, any or all of the directors may be removed without cause by vote of the shareholders	•     In the case of a classified board, stockholders may effect removal of any or all directors only for cause
Dissenter’s Rights of Appraisal
•     Shareholders have a right to dissent from a merger or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares	•     With limited exceptions, appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation
•     A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:
•     Alters or abolishes any preferential right of any outstanding shares having preference; or
•     Creates, alters or abolishes any provision or right in respect to the redemption of any outstanding shares; or
•     Alters or abolishes any preemptive right of such holder to acquire shares or other securities; or

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Marshall Islands	Delaware
•     Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class
Shareholder’s Derivative Actions
•     An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time of the transaction of which he complains, or that has shares or his interest therein devolved upon him by operation of law	•     In any derivative suit instituted by a stockholder of a corporation, it shall be averred in the complaint that the plaintiff was a stockholder of the corporation at the time of the transaction of which he complains or such stockholder’s stock must have thereafter devolved upon such stockholder by operation of law
•     Complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board or the reasons for not making such effort	•     Other requirements regarding derivative suits have been created by judicial decision, including that a stockholder may not bring a derivative suit unless he or she first demands that the corporation sue on its own behalf and that demand is refused (unless it is shown that such demand would have been futile)
•     Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Republic
•     Reasonable expenses including attorney’s fees may be awarded if the action is successful
•     Corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and shares have a value of less than $50,000

TAXATION

The following is a summary of the material U.S. federal and Marshall Islands income tax consequences of the ownership and disposition of our common stock. The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of our common stock that is treated for U.S. federal income tax purposes as:

•  an individual citizen or resident of the United States;

•  a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

•  an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If you are not described as a U.S. Holder and are not an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes, you will be considered a “Non-U.S. Holder.” The

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U.S. federal income tax consequences applicable to Non-U.S. Holders is described below under the heading “Non-U.S. Holders.”

This summary is based on the Code, its legislative history, Treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change, possibly on a retroactive basis.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only holders that will own and hold our common stock as capital assets within the meaning of Section 1221 of the Code and does not address the potential application of the alternative minimum tax or the U.S. federal income tax consequences to holders that are subject to special rules, including:

•  financial institutions or “financial services entities”;

•  broker-dealers;

•  taxpayers who have elected mark-to-market accounting;

•  tax-exempt entities;

•  governments or agencies or instrumentalities thereof;

•  insurance companies;

•  regulated investment companies;

•  real estate investment trusts;

•  certain expatriates or former long-term residents of the United States;

•  persons that actually or constructively own 10% or more of our voting shares;

•  persons that hold our warrants;

•  persons that hold our common stock or warrants as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or

•  persons whose functional currency is not the U.S. dollar.

This summary does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or non-U.S. tax laws. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our common stock through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership.

We have not sought, nor will we seek, a ruling from the Internal Revenue Service, or the IRS, as to any U.S. federal income tax consequence described herein. The IRS may disagree with the description herein, and its determination may be upheld by a court.

BECAUSE OF THE COMPLEXITY OF THE TAX LAWS AND BECAUSE THE TAX CONSEQUENCES TO ANY PARTICULAR HOLDER OF OUR COMMON STOCK MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN, EACH SUCH HOLDER IS URGED TO CONSULT WITH ITS TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS.

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United States Federal Income Tax Consequences

Taxation of Operating Income: In General

Unless exempt from United States federal income taxation under the rules discussed below, a foreign corporation is subject to United States federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a shipping pool, partnership, strategic alliance, joint operating agreement, code sharing arrangements or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as “shipping income,” to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States, exclusive of certain US territories and possessions, constitutes income from sources within the United States, which we refer to as “U.S.-Source Gross Transportation Income” or “USSGTI.”

Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. US law prohibits us from engaging in transportation that produces income considered to be 100% from sources within the United States.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any United States federal income tax.

In the absence of exemption from tax under Section 883, our USSGTI would be subject to a 4% tax imposed without allowance for deductions as described below.

Exemption of Operating Income from United States Federal Income Taxation

Under Section 883 of the Code, we will be exempt from United States federal income taxation on our U.S.-source shipping income if:

•  we are organized in a foreign country (our “country of organization”) that grants an “equivalent exemption” to corporations organized in the United States; and

either

•  more than 50% of the value of our stock is owned, directly or indirectly, by “qualified shareholders,” that are persons (i) who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States, and (ii) who comply with certain documentation requirements, which we refer to as the “50% Ownership Test,” or

•  our stock is primarily and regularly traded on one or more established securities markets in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, which we refer to as the “Publicly-Traded Test.”

The jurisdictions where we and our ship-owning subsidiaries are incorporated, grant “equivalent exemptions” to United States corporations. Therefore, we will be exempt from United States federal income taxation with respect to our U.S.-source shipping income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test.

For the 2008 tax year, we claimed the benefits of the Section 883 tax exemption for our ship-owning subsidiaries on the basis of the Publicly-Traded Test.

For 2009 and subsequent tax years, we anticipate that we will need to satisfy the Publicly-Traded Test in order to qualify for benefits under Section 883. Our ability to satisfy the Publicly-Traded Test is discussed below.

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• The Publicly-Traded Test

The regulations provide, in pertinent part, that the stock of a foreign corporation will be considered to be “primarily traded” on an established securities market in a country if the number of shares of each class of stock that are traded during the taxable year on all established securities markets in that country exceed the number of shares in each such class that are traded during that year on established securities markets in any other single country. Our common stock, our sole class of our issued and outstanding stock, is “primarily traded” on the NASDAQ Global Market.

Under the regulations, our stock will be considered to be “regularly traded” if one or more classes of our stock representing 50% or more of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and by total combined value of all classes of stock, are listed on one or more established securities markets, which we refer to as the “listing threshold.” Our common stock, our sole class of issued and outstanding stock, is listed on the NASDAQ Global Market, and accordingly, we will satisfy this listing requirement.

The regulations further require that with respect to each class of stock relied upon to meet the listing requirement: (i) such class of the stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year. We believe we will satisfy the trading frequency and trading volume tests. Even if this were not the case, the regulations provide that the trading frequency and trading volume tests will be deemed satisfied by a class of stock if, as we expect to be the case with our common stock, such class of stock is traded on an established market in the United States and such class of stock is regularly quoted by dealers making a market in such stock.

Notwithstanding the foregoing, the regulations provide, in pertinent part, that a class of stock will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own directly or indirectly 5% or more of the vote and value of such class of stock, who we refer to as “5% Shareholders.” We refer to this restriction in the regulations as the “Closely-Held Test.” The Closely-Held Test will not disqualify us, however, if we can establish that our qualified 5% Shareholders own sufficient shares in our closely-held block of stock to preclude the shares in the closely-held block that are owned by non-qualified 5% Shareholders from representing 50% or more of the value of such class of stock for more than half of the days during the tax year, which we refer to as the exception to the Closely-Held Test.

Establishing such qualification and ownership by our direct and indirect 5% Shareholders will depend on their meeting the requirements of one of the qualified shareholder tests set out under the regulations applicable to 5% Shareholders and compliance with certain ownership certification procedures by each intermediary or other person in the chain of ownership between us and such qualified 5% Shareholders. Further, the regulations preclude, and we must certify, that no person in the chain of qualified ownership owns shares used for qualification that are registered to “bearer” rather than in nominal form.

For purposes of being able to determine our 5% Shareholders, the regulations permit us to rely on Schedule 13G and Schedule 13D filings with the Securities and Exchange Commission. The regulations further provide that an investment company that is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.

There can be no assurance regarding whether we will be subject to the Closely-Held Test for any year or whether in circumstances where it would otherwise apply we will be able to qualify for the exception to the Closely-Held Test. For this and other reasons, there can be no assurance that we or any of our subsidiaries will qualify for the benefits of Section 883 of the Code for any year.

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Taxation in Absence of Exemption

To the extent the benefits of Section 883 are unavailable, our USSGTI, to the extent not considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, otherwise referred to as the “4% Tax.” Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime.

To the extent the benefits of the Section 883 exemption are unavailable and our USSGTI is considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, any such “effectively connected” U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax currently imposed at rates of up to 35%. In addition, we may be subject to the 30% “branch profits” taxes on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of its U.S. trade or business.

Our U.S.-source shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:

•  We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

•  substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

We do not intend to have, or permit circumstances that would result in having any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income will be “effectively connected” with the conduct of a U.S. trade or business.

United States Taxation of Gain on Sale of Vessels

Regardless of whether we qualify for exemption under Section 883, we will not be subject to United States federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under United States federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

United States Tax Taxation Related to the BET Fleet

As further described in “Our Business — BET” section under the “Recent Developments” portion of the “Management’s Discussion and Analysis of Financial Conditions and Results of Operations for Seanergy Maritime and Seanergy” of this prospectus, on August 12, 2009, we closed on the acquisition of a 50% controlling interest in BET from Constellation Bulk Energy Holdings, Inc. During the course of Mineral Transport Holdings, Inc.’s joint venture with Constellation Bulk Energy Holdings, Inc. and its parent corporation, Constellation Energy Group, Inc., for the operation of the BET fleet, BET failed to timely file an election to be treated as a disregarded entity for US tax purposes, which is commonly referred to as a “check-the-box” election. Without this check-the-box election, the USSGTI of each ship-owning corporation in the BET fleet will be subject to the 4% Tax on its USSGTI for the 2008 and 2009 tax years since the ship-owning corporations cannot otherwise qualify for Section 883 relief under the Section 883 regulations.

Concurrent with the BET acquisition, BET requested the IRS’ permission to make a check-the-box election after the fact as if the check-the-box election was made at the formation of BET, which we call “9100 relief” after the Code’s regulatory section that describes the conditions for making such a request. Along with

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the BET acquisition and the 9100 relief application, Constellation Energy Group, Inc., BET, Mineral Transport, and we entered into an indemnification agreement. The indemnification agreement states in part that Constellation Energy Group, Inc. will indemnify us for any costs and unfavorable tax consequences resulting from the failure of BET to make the check-the-box election. As part of the indemnification agreement, Constellation Energy Group, Inc. agreed to deposit with a third party an amount we estimate to more than cover any potential tax cost from the failure to make the check-the-box election for the 2008 and 2009 tax years. The indemnification agreement specifies that this money will be returned to Constellation Energy Group, Inc. either after any amounts necessary to cover the relevant tax obligations and fees have been paid or if the IRS permits the check-the-box election and grants a refund of the tax payments since the BET ship-owning companies will then qualify for a US tax exemption under Section 883.

If the IRS decides not to grant the 9100 relief to allow BET to make a check-the-box election after the fact, then the BET fleet’s ship-owning companies will be required to pay the 4% Tax on their USSGTI for the 2008 through 2009 tax years. Constellation Energy Group, Inc. already paid the 4% Tax on the USSGTI for the one ship-owning company in the BET group of companies that earned USSGTI during 2008, and as stated in the preceding paragraph, Constellation Energy Group, Inc. deposited amounts with a third party estimated to cover any 4% tax due on the 2009 USSGTI earned by BET vessels.

However, if the IRS decides not to grant the 9100 relief, then our ability to exempt the BET vessels’ USSGTI from US taxation for the 2010 tax year onward will depend on the ability of our affiliated 50% owner of the BET vessels, Mineral Transport, to qualify for a US tax exemption under the 50% Ownership Test of the Section 883 regulations discussed above under the heading, “Exemption of Operating Income from United States Federal Income Taxation.” While Mineral Transport qualifies for a US tax exemption under the Section 883 regulations at this time, allowing us to claim a US tax exemption on income we receive from the BET fleet if the IRS decides not to grant the 9100 relief, we can give no assurance that Mineral Transport will continue to so qualify.

Passive Foreign Investment Company Regulations

United States Federal Income Taxation of U.S. Holders

Taxation of Distributions Paid on Common Stock.  Subject to the passive foreign investment company, or PFIC, rules discussed below, a U.S. Holder generally will be required to include in gross income the amount of any distribution paid on our common stock. A distribution on such common stock should be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividend should not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. Distributions in excess of such earnings and profits should be applied against and reduce the U.S. Holder’s tax basis in our common stock (but not below zero) and, to the extent in excess of such basis, should be treated as gain from the sale or exchange of such common stock.

With respect to non-corporate U.S. Holders of our common stock, for taxable years beginning before January 1, 2011, dividends may be taxed at the lower rate applicable to long-term capital gains (see the section entitled “— Taxation on the Disposition of Common Stock,” below) provided that (1) our common stock is readily tradable on an established securities market in the United States, (2) we are not a PFIC, as discussed below, for either the taxable year in which the dividend was paid or the preceding taxable year, and (3) certain holding period requirements are met. Under published IRS guidance, for purposes of clause (1) above, common stock is considered to be readily tradable on an established securities market in the United States only if it is listed on certain exchanges, which include the Nasdaq Stock Market. We expect that our stock will be listed on the Nasdaq Stock Market. Nevertheless, you should consult with your own tax advisors regarding the availability of the lower capital gains tax rate for any dividends paid with respect to our common stock.

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Taxation on the Disposition of Common Stock

Upon a sale or other taxable disposition of our common stock (which, in general, would include a redemption of our common stock), and subject to the PFIC rules discussed below, a U.S. Holder generally should recognize capital gain or loss in an amount equal to the difference between the amount realized on such disposition and the U.S. Holder’s tax basis in the common stock.

Capital gains recognized by a U.S. Holder generally are subject to U.S. federal income tax at the same rate as ordinary income, except that long-term capital gains recognized by a non-corporate U.S. Holder are generally subject to U.S. federal income tax at a maximum rate of 15% for taxable years beginning before January 1, 2011, and 20% thereafter. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period under the Code for the common stock exceeds one year. The deductibility of capital losses is subject to various limitations.

Passive Foreign Investment Company Rules.  A foreign corporation will be a PFIC if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any company in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any company in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents, royalties, and gains from the disposition of passive assets.

Based on the current and expected composition of the assets and income of us and our subsidiaries, it is not anticipated that we will be treated as a PFIC. For purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we are a PFIC. IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes support this position. However, a recent case reviewing the deductibility of commissions by a foreign sales corporation decided that time charter income constituted rental income under the law due to specific characteristics of the time charters in that case. Tidewater Inc. v. U.S., 565 F.3d 299 (5^th Cir., Apr. 13, 2009). While the IRS believed in the Tidewater case that the time charter income should be considered services income, in the absence of any legal authority specifically relating to the statutory provisions governing PFICs and time charter income, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future.

If we were a PFIC for any taxable year during which a U.S. Holder held our common stock, and such U.S. Holder did not make a timely qualified electing fund, or QEF, election for the first taxable year of its holding period for the common stock or mark-to-market election, as described below, such holder should be subject to special rules with respect to:

•  any gain recognized (or deemed recognized) by the U.S. Holder on the sale or other taxable disposition of our common stock; and

•  any “excess distribution” made to the U.S. Holder (generally, any distributions to such holder during a taxable year that are greater than 125% of the average annual distributions received by such holder in respect of our common stock during the three preceding taxable years or, if shorter, such holder’s holding period for the common stock).

Under these rules,

•  the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the common stock;

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•  the amount allocated to the taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to any taxable year prior to the first taxable year in which we are a PFIC, will be taxed as ordinary income;

•  the amount allocated to other taxable years will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

•  the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year.

In addition, if we were a PFIC, a distribution to a U.S. Holder that is characterized as a dividend and is not an excess distribution generally should not be eligible for the reduced rate of tax applicable to certain dividends paid before 2011 to non-corporate U.S. Holders, as discussed above. Furthermore, if we were a PFIC, a U.S. Holder that acquires our common stock from a deceased U.S. Holder who dies before January 1, 2010, generally should be denied the step-up of U.S. federal income tax basis in such stock to their fair market value at the date of the deceased holder’s death. Instead, such U.S. Holder would have a tax basis in such stock equal to the deceased holder’s tax basis, if lower.

In general, a U.S. Holder may avoid the PFIC tax consequences described above in respect of our common stock by making a timely QEF election to include in income such holder’s pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed. A U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections may only be made by filing a protective statement with such return or with the consent of the IRS.

In order to comply with the requirements of a QEF election, a U.S. Holder must receive certain information from us. There is no assurance, however, that we will have timely knowledge of our status as a PFIC in the future or that we will be willing or able to provide a U.S. Holder with the information needed to support a QEF election.

If a U.S. Holder makes a QEF election with respect to our common stock, and the special tax and interest charge rules do not apply to such stock (because of a timely QEF election for the first tax year of the U.S. Holder’s holding period for such stock or a purge of the PFIC taint pursuant to a purging election), any gain recognized on the appreciation of such stock generally should be taxable as capital gain and no interest charge should be imposed. As discussed above, if a U.S. Holder has made a QEF election, such holder should be currently taxed on its pro rata share of our earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income should not be taxable as a dividend. The U.S. Holder’s tax basis in shares will be increased by amounts that are included in income pursuant to the QEF election and decreased by amounts distributed but not taxed as dividends under the above rules. Similar basis adjustments apply to property if by reason of holding such property the U.S. Holder is treated under the applicable attribution rules as owning shares in a PFIC with respect to which a QEF election was made.

Although a determination as to our PFIC status will be made annually, an initial determination that we are a PFIC generally should apply for subsequent years if the U.S. Holder held our common stock while we were a PFIC, whether or not we met the test for PFIC status in those subsequent years. However, if a U.S. Holder makes the QEF election discussed above for the first tax year in which the such holder holds (or is deemed to hold) our common stock and for which we are determined to be a PFIC, such holder should not be subject to the PFIC tax and interest charge rules (or the denial of basis step-up at death) discussed above with respect to such stock. In addition, such U.S. Holder should not be subject to the QEF inclusion regime

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with respect to such stock for the tax years in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of the tax years in which we are a PFIC and the U.S. Holder holds (or is deemed to hold) our common stock, the PFIC rules discussed above will continue to apply to such stock unless the holder makes a purging election and pays the tax and interest charge with respect to the gain inherent in such stock attributable to the pre-QEF election period.

Alternatively, if a U.S. Holder owns common stock in a PFIC that is treated as marketable stock, the U.S. Holder may make a mark-to-market election. If the U.S. Holder makes a valid mark-to-market election for the first tax year in which the U.S. Holder holds (or is deemed to hold) our common stock and for which we are determined to be a PFIC, such holder generally should not be subject to the PFIC rules described above in respect of such common stock. Instead, the U.S. Holder generally should include as ordinary income each year the excess, if any, of the fair market value of our common stock at the end of such holder’s taxable year over its tax basis in our common stock. The U.S. Holder also should be allowed to take an ordinary loss in respect of the excess, if any, of its tax basis in our common stock over the fair market value of such stock at the end of such holder’s taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s tax basis in our common stock will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the common stock should be treated as ordinary income.

The mark-to-market election generally is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission (e.g., the Nasdaq Stock Market) or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. While we expect that our common stock will be regularly traded on the Nasdaq Stock Market, there can be no assurance of that. U.S. Holders should consult with their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect of our common stock under their particular circumstances.

If we are a PFIC and, at any time, have a non-U.S. subsidiary that is classified as a PFIC, a U.S. Holder generally should be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC. There is no assurance, however, that we will have timely knowledge of the status of any such subsidiary as a PFIC in the future or that we will be willing or able to provide a U.S. Holder with the information needed to support a QEF election with respect to a lower-tier PFIC. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.

If a U.S. Holder owns (or is deemed to own) stock in a PFIC during any year, such holder may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made).

The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders should consult their own tax advisors concerning the application of the PFIC rules to our common stock under their particular circumstances.

Non-U.S. Holders

Dividends paid to a Non-U.S. Holder with respect to our common stock generally should not be subject to U.S. federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States).

In addition, a Non-U.S. Holder generally should not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of our common stock unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States) or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year

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of sale or other disposition and certain other conditions are met (in which case such gain from United States sources may be subject to tax at a 30% rate or a lower applicable tax treaty rate).

Dividends and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally should be subject to tax in the same manner as for a U.S. Holder and, if the Non-U.S. Holder is a corporation for U.S. federal income tax purposes, it also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

Backup Withholding and Information Reporting

In general, information reporting for U.S. federal income tax purposes should apply to distributions made on our common stock within the United States to a non-corporate U.S. Holder and to the proceeds from sales and other dispositions of our common stock to or through a U.S. office of a broker by a non-corporate U.S. Holder. Payments made (and sales and other dispositions effected at an office) outside the United States will be subject to information reporting in limited circumstances.

In addition, backup withholding of U.S. federal income tax, currently at a rate of 28%, generally should apply to distributions paid on our common stock to a non-corporate U.S. Holder and the proceeds from sales and other dispositions of our common stock by a non-corporate U.S. Holder, who:

•  fails to provide an accurate taxpayer identification number;

•  is notified by the IRS that backup withholding is required; or

•  in certain circumstances, fails to comply with applicable certification requirements.

A Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Rather, the amount of any backup withholding generally should be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the IRS.

Marshall Islands Tax Consequences

Seanergy is incorporated in the Marshall Islands. Under current Marshall Islands law, Seanergy is not subject to tax on income or capital gains, no Marshall Islands withholding tax will be imposed upon payment of dividends by Seanergy to its shareholders, and holders of common stock of Seanergy that are not residents of or domiciled or carrying on any commercial activity in the Marshall Islands will not be subject to Marshall Islands tax on the sale or other disposition of such common stock.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated          , 2009, we have agreed to sell to the underwriters named below, for whom           is acting as representative, the following respective numbers of shares of common stock:

	Number of
Underwriter	Shares
Total

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults, then the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

We have granted to the underwriters a 30-day option to purchase on a pro rata basis up to           additional shares at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus. The underwriters may allow a discount of $      per share on sales to other broker/dealers. After the initial public offering, the underwriters may change the public offering price and concession and discount to broker/dealers.

The following table summarizes the compensation and estimated expenses we will pay:

	Per Share		Total
	Without	With	Without	With
	Over-	Over-	Over-	Over-
	Allotment	Allotment	Allotment	Allotment
Underwriting discounts and commissions paid by us	$	$	$	$
Expenses payable by us	$	$	$	$

We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the securities and exchange commission a registration statement under the securities act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of           for a period of 90 days after the date of this prospectus. however in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless           waives, in writing, such an extension.

Our officers and directors have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or warrant exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of           for a period of 90 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will

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release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless           waives, in writing, such an extension.

We have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

Our common stock is currently quoted on the NASDAQ Capital Market under the symbol “SHIP” and our warrants are currently quoted on the NASDAQ Capital Market under symbol “SHIP.W”

In connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids.

•  Stabilizing transactions permit bids to purchase the underlying security so long as stabilizing bids do not exceed a specified maximum.

•  Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriter is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

•  Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•  Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NASDAQ Global Market or otherwise and, if commenced, may be discontinued at any time.

A prospectus in electronic format may be available on the web sites maintained by one or more of the underwriters participating in this offering and one or more of the underwriters participating in this offering may distribute prospectus electronically. The representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allotted by the underwriters that will make internet distributions on the same basis as other allocations.

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EXPENSES RELATING TO THIS OFFERING

Set forth below is an itemization of the total expenses that we expect to incur in connection with this distribution. With the exception of the SEC registration fee, all amounts are estimates.

SEC registration fee	$
Printing expenses	$
Legal fees and expenses	$
Accounting fees and expenses	$
Miscellaneous	$
Total	$

The above expenses will be paid by us.

LEGAL MATTERS

The validity of the securities offered in this prospectus are being passed upon for us by Reeder & Simpson, P.C., Piraeus, Greece. Broad and Cassel, Miami, Florida, a general partnership including professional associations, is acting as counsel to Seanergy connection with United States securities laws. Flott & Co. PC, as special United States counsel, has provided an opinion related to the tax disclosure under the caption “Taxation,” which is filed as an exhibit to the registration statement on Form F-1 under the Securities Act of which this prospectus is a part. The underwriters have been represented by          .

EXPERTS

The financial statements of Seanergy Maritime Corp. as of and for the year ended December 31, 2007 and the period from August 15, 2006 (Inception) to December 31, 2006 included in this prospectus and in the registration statement have been audited by Weinberg & Company, P.A., independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere in this prospectus and in the registration statement. The financial statements and the report of Weinberg & Company, P.A. are included in reliance upon their report given upon the authority of Weinberg & Company, P.A. as experts in auditing and accounting.

The consolidated financial statements of (1) Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) as of and for the year ended December 31, 2008, (2) Bulk Energy Transport (Holdings) Limited as of December 31, 2008 and 2007, and for each of the years in the two-year period ended December 31, 2008 and the period from December 18, 2006 (inception) to December 31, 2006, and (3) the combined financial statements of Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A. (together the “Group”) as of December 31, 2007 and 2006, and for each of the years in the three-year period ended December 31, 2007 have been included herein and in this registration statement in reliance upon the reports of KPMG Certified Auditors AE, independent registered public accounting firm, appearing elsewhere herein and upon the authority of said firm as experts in accounting and auditing. Our report on the combined financial statements of the Group, contains an explanatory paragraph stating that the combined financial statements present the aggregated financial information of the six vessel-owning companies and an allocation of long-term debt and that the combined financial statements may not necessarily be indicative of the Group’s financial position, results of operations, or cash flows had the Group operated as a separate entity during the periods presented or for future periods.

The section in this prospectus entitled “The International Drybulk Industry” has been reviewed by Clarkson Research Services Ltd., or Clarkson, which has confirmed to us that they accurately describe the international shipping market, subject to the availability and reliability of the data supporting the statistical and graphical information presented in this prospectus, as indicated in the consent of Clarkson filed as an exhibit to the registration statement on Form F-1 under the Securities Act of which this prospectus is a part.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Effective December 18, 2008, the audit committee of Seanergy Maritime dismissed Seanergy Maritime’s principal accountant, Weinberg & Company, P.A. (“Weinberg”).

The termination of Weinberg is not a result of any disagreements with Weinberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Weinberg’s report on Seanergy Maritime’s financial statements for the year ended December 31, 2007, period from August 15, 2006 (Inception) to December 31, 2006, and August 15, 2006 (Inception) to December 31, 2007, did not contain an adverse opinion or a disclaimer of opinion nor was such report qualified or modified as to uncertainty, audit scope or accounting principles.

Further to Seanergy Maritime’s transfer of its accounting functions to Greece, it retained KPMG Certified Auditors AE (“KPMG”) in Athens, Greece as its new independent registered public accounting firm for the fiscal year ending December 31, 2008.

Effective May 19, 2009, our audit committee dismissed our principal accountant, KPMG.

The termination of KPMG was not a result of any disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. KPMG’s report on our financial statements for the year ended December 31, 2008, did not contain an adverse opinion or a disclaimer of opinion nor was such report qualified or modified as to uncertainty, audit scope or accounting principles.

The audit committee selected PricewaterhouseCoopers, S.A. as its independent registered public accounting firm for the fiscal year ending December 31, 2009.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1, which includes exhibits, schedules and amendments, under the Securities Act, with respect to this offering of our securities. Although this prospectus, which forms a part of the registration statement, contains all material information included in the registration statement, parts of the registration statement have been omitted as permitted by rules and regulations of the SEC. We refer you to the registration statement and its exhibits for further information about us, our securities and this offering. The registration statement and its exhibits, as well as our other reports filed with the SEC, can be inspected and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549-1004. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site at http://www.sec.gov which contains the Form F-1 and other reports, proxy and information statements and information regarding issuers that file electronically with the SEC.

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INDEX TO FINANCIAL STATEMENTS

	Page
Consolidated Financial Statements of Seanergy Maritime Holdings Corp. and subsidiaries
Report of KPMG Certified Auditors AE, Independent Registered Public Accounting Firm		F-2
Report of Weinberg & Company, PA, Independent Registered Public Accounting Firm		F-3
Consolidated Balance Sheets as of December 31, 2008 and 2007		F-4
Consolidated Statements of Operations for the years ended December 31, 2008 and 2007 and for the period from August 15, 2006 (inception) to December 31, 2006		F-5
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2008 and 2007 and for the period from August 15, 2006 (inception) to December 31, 2006		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007 and for the period from August 15, 2006 (inception) to December 31, 2006		F-7
Notes to the Consolidated Financial Statements December 31, 2008 and 2007		F-8
Condensed Consolidated Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008		F-38
Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2009 and 2008		F-39
Condensed Consolidated Statements of Shareholders’ Equity (unaudited) for the six months ended June 30, 2009		F-40
Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2009 and 2008		F-41
Notes to the Condensed Consolidated Financial Statements (unaudited) for the three and six months ended June 30, 2009 and 2008		F-42
Combined Financial Statements of Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A., and Kalithea Maritime S.A.
Report of KPMG Certified Auditors AE, Independent Registered Public Accounting Firm		F-65
Combined Balance Sheets as of December 31, 2007 and 2006		F-66
Combined Statements of Income for the three years ended December 31, 2007, 2006 and 2005		F-67
Combined Statements of Changes in Equity for the three years ended December 31, 2007, 2006 and 2005		F-68
Combined Statements of Cash Flows for the three years ended December 31, 2007, 2006 and 2005		F-69
Notes to the Combined Financial Statements December 31, 2007, 2006 and 2005		F-70
Condensed Combined Unaudited Interim Balance Sheets as of June 30, 2008 and December 31, 2007		F-91
Condensed Combined Unaudited Interim Statements of Income for the six months ended June 30, 2008 and 2007		F-92
Condensed Combined Unaudited Interim Statements of Changes in Equity for the six months ended June 30, 2008 and 2007		F-93
Condensed Combined Unaudited Interim Statements of Cash Flows for the six months ended June 30, 2008 and 2007		F-94
Notes to the Condensed Combined Unaudited Interim Financial Statements June 30, 2008 and December 31, 2007		F-95
Consolidated Financial Statements of Bulk Energy Transport (Holdings) Limited
Report of KPMG Certified Auditors AE, Independent Registered Public Accounting Firm		F-106
Consolidated Balance Sheets as of December 31, 2008 and 2007		F-107
Consolidated Statements of Income for the years ended December 31, 2008 and 2007, and for the period from December 18, 2006 (inception) to December 31, 2006		F-108
Consolidated Statements of Changes in Equity for the years ended December 31, 2008 and 2007, and for the period from December 18, 2006 (inception) to December 31, 2006		F-109
Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007 and for the period from December 18, 2006 (inception) to December 31, 2006		F-110
Notes to the Consolidated Financial Statements December 31, 2008 and 2007		F-111

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and the Shareholders

of Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.):

We have audited the accompanying consolidated balance sheet of Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) and its subsidiaries (the “Company”) as of December 31, 2008, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) and its subsidiaries as of December 31, 2008 and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

/s/  KPMG Certified Auditors AE

Athens, Greece

March 27, 2009

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Seanergy Maritime Corp.

We have audited the accompanying balance sheet of Seanergy Maritime Corp. (the “Company”) as of December 31, 2007, and the related statements of operations, shareholders’ equity and cash flows for the year ended December 31, 2007 and the period from August 15, 2006 (Inception) to December 31, 2006. These (Inception) financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Seanergy Maritime Corp. as of December 31, 2007, and the results of its operations and its cash flows for the year ended December 31, 2007 and the period from August 15, 2006 (Inception) to December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

Weinberg & Company, P.A.

Boca Raton, Florida

March 12, 2008

F-3

Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) and subsidiaries

Consolidated Balance Sheets

December 31, 2008 and 2007

	Notes		2008			2007
	(In thousands of US Dollars, except for share and per share data, unless otherwise stated)
ASSETS
Current assets:
Cash and cash equivalents		6		27,543			2,211
Money market funds — held in trust		6		—			232,923
Advances (trade) to related party		7		577			—
Inventories				872			—
Prepaid insurance expenses				574			79
Prepaid expenses and other current assets — related parties		4		248			—
Total current assets				29,814			235,213
Fixed assets:
Vessels, net		8		345,622			—
Office equipment, net		8		9			—
Total fixed assets				345,631			—
Other assets
Deferred finance charges		9		2,757			—
TOTAL ASSETS				378,202			235,213
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt		12		27,750			—
Trade accounts and other payables				674			588
Due to underwriters		13		419			5,407
Accrued expenses				541			—
Accrued interest				166			—
Accrued charges on convertible promissory note due to shareholders		11		420			—
Deferred revenue — related party		10		3,029			—
Total current liabilities				32,999			5,995
Long-term debt, net of current portion		12		184,595			—
Convertible promissory note due to shareholders		11		29,043			—
Total liabilities				246,637			5,995
Common stock subject to possible redemption — 8,084,999 shares at $10.00 per share		13		—			80,849
Consolidated shareholders’ equity:
Preferred stock, $0.0001 par value; authorized — 1,000,000 shares; issued — none		13		—			—
Common stock, $0.0001 par value; authorized shares -89,000,000; issued and outstanding (2008: 22,361,227 shares; 2007: 28,600,000 shares, inclusive of 8,084,999 shares subject to possible redemption)		13		2			3
Additional paid-in capital		13		166,361			146,925
Retained earnings (accumulated deficit)				(34,798	)		1,441
Total consolidated shareholders’ equity				131,565			148,369
Commitments and contingencies		16		—			—
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				378,202			235,213

See accompanying notes to consolidated financial statements.

F-4

Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) and subsidiaries

Consolidated Statements of Operations
For the years ended December 31, 2008 and 2007 and for the period
from August 15, 2006 (Inception) to December 31, 2006

			Year Ended			Year Ended			August 15, 2006 to
	Notes		December 31, 2008			December 31, 2007			December 31, 2006
	(In thousands of US Dollars, except for share and per share data, unless otherwise stated)
Revenues:
Vessel revenue — related party				35,333			—			—
Commissions — related party		3		(880	)		—			—
Vessel revenue — related party, net		17		34,453			—			—
Expenses:
Direct voyage expenses		18		(151	)		—			—
Vessel operating expenses		19		(3,180	)		—			—
Voyage expenses — related party		3		(440	)		—			—
Management fees — related party		3		(388	)		—			—
General and administration expenses		20		(1,840	)		(445	)		(5	)
General and administration expenses-related party		21		(430	)		—			—
Depreciation		8		(9,929	)		—			—
Goodwill impairment loss		5		(44,795	)		—			—
Vessels’ impairment loss		8		(4,530	)		—			—
Operating (loss)				(31,230	)		(445	)		(5	)
Other income (expense), net:
Interest and finance costs		22		(3,895	)		(45	)		—
Interest and finance costs — shareholders		9, 11		(182	)		(13	)		—
Interest income — money market funds				3,361			1,948			1
Foreign currency exchange gains (losses), net				(39	)		—			—
				(755	)		1,890			1
Net (loss) income				(31,985	)		1,445			(4	)
Net (loss) income per common share
Basic		15		(1.21	)		0.12			(0.00	)
Diluted		15		(1.21	)		0.10			(0.00	)
Weighted average common shares outstanding
Basic		15		26,452,291			11,754,095			7,264,893
Diluted		15		26,452,291			15,036,283			7,264,893

See accompanying notes to consolidated financial statements.

F-5

Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) and subsidiaries

Consolidated Statements of Shareholders’ Equity
For the years ended December 31, 2008 and 2007 and for the period
from August 15, 2006 (Inception) to December 31, 2006

	Common Stock
							Additional			Retained Earnings			Total
				Par			Paid-in			(Accumulated			Shareholders’
	# of Shares			Value			Capital			Deficit)			Equity
	(In thousands of US Dollars, except for share and per share data,
	unless otherwise stated)
Balance, August 15, 2006 (Inception)		—			—			—			—			—
Sale of shares to founding shareholders at $0.0034 per share		7,264,893			1			24			—			25
Net loss for the period from August 15, 2006 (Inception) to December 31, 2006		—			—			—			(4	)		(4	)
Balance December 31, 2006		7,264,893			1			24			(4	)		21
Shares surrendered and cancelled		(1,764,893	)		—			—			—			—
Sales of shares and warrants in private placement and public offering, net of offering costs of $18,063		23,100,000			2			227,350			—			227,352
Capital contributed by founding shareholders		—			—			400			—			400
Shares reclassified to “Common stock subject to mandatory redemption”		—			—			(80,849	)		—			(80,849	)
Net income for the year ended December 31, 2007		—						—			1,445			1,445
Balance, December 31, 2007		28,600,000			3			146,925			1,441			148,369
Net (loss) for the year ended December 31, 2008		—			—			—			(31,985	)		(31,985	)
Dividends paid (Note 14)		—			—			—			(4,254	)		(4,254	)
Reclassification of common stock no longer subject to redemption (Note 13)		(6,370,773	)		—			17,144			—			17,144
Reversal of underwriter fees forfeited to redeeming shareholders (Note 13)		—			—			1,433			—			1,433
Liquidation and dissolution common stock exchange (Note 25)		—			(1	)		1			—			—
Warrants exercised (Note 13)		132,000			—			858			—			858
Balance December 31, 2008		22,361,227			2			166,361			(34,798	)		131,565

See accompanying notes to consolidated financial statements.

F-6

Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) and subsidiaries

Consolidated Statements of Cash Flows
For the years ended December 31, 2008 and 2007 and for the period
from August 15, 2006 (Inception) to December 31, 2006

							Period From
							August 15, 2006
	Year Ended			Year Ended			(Inception) to
	December 31, 2008			December 31, 2007			December 31, 2006
	(In thousands of US Dollars, except for share and per share data, unless otherwise stated)
Cash flows from operating activities:
Net (loss) income		(31,985	)		1,445			(4	)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Impairment of goodwill		44,795			—			—
Impairment of vessels		4,530			—			—
Depreciation		9,929			—			—
Amortization of deferred finance charges		224			—			—
Changes in operating assets and liabilities:
(Increase) decrease in —
Advances (trade) to related party		(577	)		—			—
Inventories		(872	)		—			—
Prepaid insurance expenses		(495	)		(60	)		(20	)
Prepaid expenses and other current assets — related parties		(248	)		—			—
Trade accounts and other payables		86			155			3
Due to underwriters		(3,555	)		46			—
Accrued expenses		541			—			—
Accrued interest on convertible note due to shareholders		132			(1	)		1
Accrued interest		166			—			—
Deferred revenue — related party		3,029			—			—
Net cash (used in) provided by operating activities		25,700			1,585			(20	)
Cash flows from investing activities:
Acquisition of business, net of cash acquired of $NIL		(375,833	)		—			—
Increase in trust account from interest earned on funds held in trust		—			(1,923	)		—
Funds placed in (used from) trust account from offerings		232,923			(231,000	)		—
Additions to office furniture and equipment		(9	)		—			—
Net cash used in investing activities		(142,919	)		(232,923	)		—
Cash flows from financing activities:
Proceeds from initial sale of common stock		—			—			25
Gross proceeds from private placement		—			14 415			—
Gross proceeds from public offering		—			231,000			—
Payment of offering costs		—			(11,796	)		(75	)
Redemption of common shares		(63,705	)		—			—
Proceeds from warrants exercised		858
Proceeds from long term debt and revolving facility		219,845			—			—
Repayment of long term debt		(7,500	)		—			—
Dividends paid		(4,254	)		—			—
Proceeds from shareholders’ loans		—			—			350
Repayment of shareholders loans		—			(451	)		—
Advances from shareholders, net		—			25			76
Deferred finance charges		(2,693	)		—			—
Net cash provided by financing activities		142,551			233,193			376
Net increase in cash		25,332			1,855			356
Cash at beginning of period		2,211			356			—
Cash at end of period		27,543			2,211			356
Cash paid for:
Interest		3,402			14			—
Income taxes (U.S. source income taxes)		—			—			—
Supplemental disclosure of non-cash financing activities:
Capital contributed by founding shareholders in the form of legal fees paid		—			400			—
Increase in accrued offering costs and placement fees		—			5,610			181
Amount of forfeited underwriters’ fee		1,433			—			—
Shareholder advances converted to notes payable		—			101			—
Common stock subject to possible redemption		—			80,849			—
Par value of common stock surrendered and cancelled		—			176			—
Issuance of $28,250 convertible promissory note due to shareholders (fair value at issue)		29,043			—			—
Arrangement fee on convertible promissory note due to shareholders		288			—			—
Common stock no longer subject to redemption		17,144			—			—

See accompanying notes to consolidated financial statements.

F-7

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements
December 31, 2008 and 2007
(In thousands of US Dollars, except for share and per share data)

1.   Basis of Presentation and General Information:

Seanergy Maritime Corp. was incorporated in the Marshall Islands on August 15, 2006, originally under the name Seanergy Maritime Acquisition Corp., as a blank check company formed to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses in the maritime shipping industry or related industries. Seanergy Maritime Acquisition Corp. changed its name to Seanergy Maritime Corp. on February 20, 2007. Seanergy Maritime Corp. formed a wholly-owned subsidiary, Seanergy Merger Corp., under the laws of the Marshall Islands on January 4, 2008. Seanergy Merger Corp. changed its name to Seanergy Maritime Holdings Corp. (“Seanergy” or the “Company”) on July 11, 2008. Seanergy is engaged in the transportation of dry-bulk cargo through the ownership and operation of dry-bulk carriers.

Seanergy Maritime Corp. as of December 31, 2007 and 2006 and until the date of the business combination had not yet commenced any business operations and was therefore considered a “corporation in the development stage”. All activity through to the date of the business combination, August 28, 2008, related to Seanergy Maritime Corp.’s formation and capital raising efforts, as described below. Seanergy Maritime Corp. was subject to the risks associated with development stage companies.

On January 27, 2009, Seanergy Maritime Corp. was liquidated and in connection with its liquidation and dissolution, it distributed to each of its holders of its common stock, one share of common stock of Seanergy for each share of Seanergy Maritime Corp. common stock owned by the holder, which resulted in a decrease in common stock and was given retrospective effect. All outstanding warrants and the underwriters’ unit purchase option of Seanergy Maritime Corp. concurrently became obligations of Seanergy (see Note 25).

The accompanying consolidated financial statements as of and for the year ended December 31, 2008 include the accounts of Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) and its acquired wholly owned subsidiaries and the results of operations and cash flows from the period August 28, 2008 (the date of the completion of the business combination) to December 31, 2008 (see also Note 5). The accompanying consolidated financial statements as of December 31, 2007 and for the period from August 15, 2006 (date of inception) through December 31, 2006 include the accounts of Seanergy Maritime Corp.

On September 28, 2007, Seanergy Maritime Corp., pursuant to its public offering, sold 23,100,000 units, which included 1,100,000 units issued upon the partial exercise of the underwriters’ over-allotment option, at a price of $10.00 per unit (see also Note 13(a)).

On September 28, 2007, and prior to the consummation of the public offering described above, Seanergy Maritime Corp.’s executive officers purchased from Seanergy Maritime Corp. an aggregate of 16,016,667 warrants at $0.90 per warrant in a Private Placement (see also Note 13(d)).

On May 20, 2008 companies affiliated with certain members of the Restis family (the “Restis affiliated shareholders”) collectively acquired a 9.62% interest in Seanergy Maritime Corp. for $25,000 in cash from its existing shareholders and officers (the “Founders”) via the acquisition of 2,750,000 shares of the common stock of Seanergy Maritime Corp. and 8,008,334 warrants to purchase shares of Seanergy Maritime Corp.’s common stock. The common stock is subject to an Escrow Agreement dated September 24, 2007 entered into by the Founders pursuant to which the shares remain in escrow with an escrow agent until the date that is 12 months after the consummation of a business combination (the “Business Combination”). The warrants were subject to a lock-up agreement dated September 24, 2007 also entered into by the Founders pursuant to which the warrants would not be transferred until the consummation of the Business Combination.

On May 20, 2008 Seanergy Maritime Corp. and Seanergy entered into a Master Agreement (the “Master Agreement”), to purchase an aggregate of six dry bulk vessels from companies affiliated with certain members

F-8

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

of the Restis family, for an aggregate purchase price of (i) $367,031 in cash, (ii) $28,250 in the form of a convertible promissory note due in May 2010, and (iii) up to 4,308,075 shares of Seanergy common stock subject to Seanergy meeting certain Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), target of $72,000 to be earned between October 1, 2008 and September 30, 2009. Information on the six dry bulk vessels acquired follows:

				Remaining
				Estimated Useful		Dead Weight
Seller	Jurisdiction	Vessel	Built	Life	Flag	Ton (Dwt)
Valdis Marine Corp.	Marshall Islands	African Oryx	1997	14 years	Bahamas	24,110
Goldie Navigation Ltd.	Marshall Islands	African Zebra	1985	2 years	Bahamas	38,623
Kalistos Maritime S.A.	Marshall Islands	Davakis G	2008	24 years	Bahamas	54,051
Kalithea Maritime S.A.	Marshall Islands	Delos Ranger	2008	25 years	Bahamas	54,051
Pavey Services Ltd.	British Virgin Islands	Bremen Max	1993	9 years	Isle of Man	73,503
Shoreline Universal Ltd.	British Virgin Islands	Hamburg Max	1994	10 years	Isle of Man	72,338

Upon the execution of the Master Agreement, Seanergy’s board of directors consisted of seven persons and was increased to thirteen persons on December 18, 2008. Through May 20, 2010, the Restis affiliated shareholders, on the one hand, and the Founders, on the other hand, have agreed to vote or cause to be voted, certain shares they own or control in Seanergy so as to cause (i) six people named by the Restis affiliated shareholders to be elected to the board of directors (ii) six people named by the Founders to be elected to the board of directors, and (iii) one person jointly selected by the Restis affiliated shareholders and the Founders, to be elected to the board of directors.

On August 26, 2008 Seanergy obtained shareholder approval for the business combination including the purchase of the six vessels which became effective on August 28, 2008. Shareholders of 6,514,175 common stock voted against the vessel acquisition. Of the shareholders voting against the vessel acquisition, the shareholders of 6,370,773 common stock demanded redemption of their shares and were paid $63,707, or $10.00 per share, which included a forfeited portion of the deferred underwriter’s contingent fee amounting to $1,433.

On August 28, 2008 the shareholders of Seanergy Maritime Corp. also approved a proposal for the dissolution and liquidation of Seanergy Maritime Corp. which became effective on January 27, 2009. In connection with the liquidation and dissolution, Seanergy Maritime Corp. distributed to each of its holders of its common stock, one share of common stock of Seanergy for each share of Seanergy Maritime Corp. common stock owned by the holder, resulting in a decrease in common stock of six hundred and thirty seven dollars, which was given retrospective effect in 2008. In addition, all outstanding warrants of Seanergy Maritime Corp. concurrently became obligations of Seanergy. As a result, the authorized capital of the Company becomes that of Seanergy Maritime Holdings Corp. and amounts to 100,000,000 shares of common stock with a par value of $0.0001 per share (see Note 25).

Seanergy Maritime Holdings Corp. began operations on August 28, 2008 with the delivery of its first three vessels; Davakis G., Delos Ranger and African Oryx. On September 11, 2008, Seanergy took delivery of its vessel Bremen Max and on September 25, 2008, Seanergy took delivery of its vessels Hamburg Max and African Zebra.

F-9

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

The wholly-owned subsidiaries of Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) (the Group) included in these consolidated financial statements are as follows:

	Country of	Date of
Company	Incorporation	Incorporation	Vessel Name	Date of Delivery
Seanergy Management Corp.	Marshall Islands	May 9 , 2008	N/A	N/A
Amazons Management Inc.	Marshall Islands	April 21 , 2008	Davakis G.	August 28, 2008
Lagoon Shipholding Ltd.	Marshall Islands	April 21, 2008	Delos Ranger	August 28, 2008
Cynthera Navigation Ltd.	Marshall Islands	March 18, 2008	African Oryx	August 28, 2008
Martinique International Corp.	British Virgin Islands	May 14, 2008	Bremen Max.	September 11, 2008
Harbour Business International Corp.	British Virgin Islands	April 1, 2008	Hamburg Max.	September 25, 2008
Waldeck Maritime Co.	Marshall Islands	April 21, 2008	African Zebra	September 25, 2008

On various dates from June 5, 2008 to December 3, 2008 companies affiliated with members of the Restis family purchased 13,383,915 shares of common stock from shareholders of Seanergy Maritime Corp. or from the open market for an aggregate purchase price of $112,436.

Following the shareholder’s approval on August 26, 2008, the non-voting shareholders redeemed 6,370,773 shares of common stock.

The total interest of the Restis family as of December 31, 2008 amounted to approximately 72% (see Note 3).

Seanergy Maritime Corp. common stock and warrants started trading on NASDAQ Market on October 15, 2008 under the symbols “SHIP” and “SHIP.W,” respectively. Previously, the common stock and warrants were listed on the American Stock Exchange up to October 14, 2008.

2.   Significant Accounting Policies:

(a)   Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP) and include the accounts and operating results of Seanergy and its wholly-owned subsidiaries where Seanergy has control. Control is presumed to exist when Seanergy through direct or indirect ownership retains the majority of voting interest.

In addition Seanergy evaluates its relationships with other entities to identify whether they are variable interest entities as defined by Financial Accounting Standards Board (FASB) Interpretation No. 46 (R) Consolidation of Variable Interest Entities (“FIN 46R”) and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is included in the consolidated financial statements in accordance with FIN 46R. When the Company does not have a controlling interest in an entity, but exerts a significant influence over the entity, the Company applies the equity method of accounting.

All significant intercompany balances and transactions and any intercompany profit or loss on assets remaining with the Group have been eliminated in the accompanying consolidated financial statements.

(b)   Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (US GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting

F-10

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

period. Actual results could differ from those estimates. Significant items subject to such estimates include evaluation of relationships with other entities to identify whether they are variable interest entities, determination of vessel useful lives, allocation of purchase price in a business combination, determination of vessels impairment and determination of goodwill impairment. The current economic environment has increased the level of uncertainty inherent in those estimates and assumptions.

(c)   Foreign Currency Translation

Seanergy’s functional currency is the United States dollar since the Company’s vessels operate in international shipping markets and therefore primarily transact business in US Dollars. The Company’s books of accounts are maintained in US Dollars. Transactions involving other currencies are translated into the United States dollar using exchange rates, which are in effect at the time of the transaction. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated to United States dollars at the foreign exchange rate prevailing at year-end. Gains or losses resulting from foreign currency translation are reflected in the consolidated statements of operations.

(d)   Cash and Cash Equivalents

Seanergy considers time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash is excluded from cash and cash equivalents.

(e)   Inventories

Inventories consist of lubricants which are stated at the lower of cost or market value. Cost is determined by the first in, first out method.

(f)   Vessels

Vessels are initially stated at cost, which consists of the contract price less discounts, plus any material expenses incurred upon acquisition (delivery expenses and other expenditures to prepare the vessel for her initial voyage) and borrowing costs incurred during the construction period. Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels.

(g)   Vessel Depreciation

Depreciation is computed using the straight-line method over the estimated useful life of the vessels, after considering the estimated salvage value. Salvage value is estimated by the Company by taking the cost of steel times the weight of the ship noted in lightweight ton (LWT). Management estimates the useful life of the Company’s vessels to be 25 years from the date of initial delivery from the shipyard.

(h)   Impairment of Long-Lived Assets (Vessels)

Seanergy applies FASB Statement No. 144 “Accounting for the Impairment or Disposal of Long-lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. Long-lived vessels are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognized when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of the long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any impairment loss is measured as the amount by which the carrying amount of the long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the

F-11

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

related asset and a charge to operating results. Once an impairment results in a reduction in the carrying value, the carrying value of such an asset cannot thereafter be increased. Fair value is determined based on current market values received from independent appraisers, when available, or from other acceptable valuation techniques such as discounted cash flows models. The Company recorded an impairment loss of $4,530 in 2008 (see Note 8). It is considered at least reasonably possible that continued declines in volumes, charter rates and availability of letters of credit for customers resulting from current global economic conditions could significantly impact the Company’s future impairment estimates.

(i)   Goodwill

Seanergy follows FASB Statement No. 142 “Goodwill and Other Intangible Assets”. Goodwill represents the excess of the aggregate purchase price over the fair value of the net identifiable assets acquired in business combinations accounted for under the purchase method. Goodwill is reviewed for impairment at least annually on December 31 in accordance with the provisions of FASB Statement No. 142. The goodwill impairment test is a two-step process. Under the first step, the fair value of the reporting unit is compared to the carrying value of the reporting unit (including goodwill). If the fair value of the reporting unit is less than the carrying value of the reporting unit, goodwill impairment may exist, and the second step of the test is performed. Under the second step, the implied fair value of the goodwill is compared to the carrying value of the goodwill and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the implied fair value of goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation in accordance with FASB Statement No. 141 “Business Combinations”. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds it carrying value, step two does not have to be performed. The Company recorded an impairment loss of $44,795 in 2008 (see Note 5).

(j)   Dry-Docking and Special Survey Costs

The Company follows the deferral method of accounting for dry-docking costs and special survey costs whereby actual costs incurred which extend the economic life of the vessels are deferred and are amortized on a straight-line basis over the period through the expected date of the next dry-docking which is scheduled to become due in 2 to 3 years. Dry-docking costs which are not fully amortized by the next dry-docking period are expensed.

(k)   Pension and Retirement Benefit Obligations

The ship-owning companies included in the consolidation employ the crew on board the vessels under short-term contracts (usually up to nine months) and, accordingly, they are not liable for any pension or post-retirement benefits.

Administrative employees are covered by state-sponsored pension funds. Both employees and the Company are required to contribute a portion of the employees’ gross salary to the state-sponsored pension fund.

Upon retirement, the state-sponsored pension funds are responsible for paying the employees retirement benefits and accordingly Seanergy has no obligation. Employers’ contributions for the years ended December 31, 2008 and 2007 and for the period August 15, 2006 (inception) to December 31, 2006 amounted to $NIL, $NIL and $NIL, respectively.

F-12

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

(l)   Commitments and Contingencies

Liabilities for loss contingencies, arising from claims, assessments, litigations, fines and penalties, environmental and remediation obligations and other sources are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

(m)   Revenue Recognition

The Company follows Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition, issued by the Securities and Exchange Commission (“SEC”) in December 2003. SAB 104 summarizes certain of the SEC’s staff views in applying U.S. generally accepted accounting principles to revenue recognition in financial statements. Revenue is recorded when a charter agreement exists and collection of the related revenue is reasonably assured. Revenue is recognized as it is earned, on a straight line basis over the duration of each time charter, as adjusted for the off hire days that the vessel spends undergoing repairs, maintenance and upgrade work. Deferred revenue represents cash received prior to the balance sheet date and it is related to revenue applicable to periods after such date. Address commission of 2.5% is deducted from vessel revenue.

(n)   Commissions

Commissions are paid in the same period as related charter revenues are recognized. Commissions paid by Seanergy are included in Voyage expenses. Commissions of 1.25% are paid to Safbulk Pty Ltd (Safbulk), an affiliate, as commercial brokerage services and 2.5% address commission is withheld on the charter statement revenue with South African Marine Corporation S.A., (SAMC), an affiliate.

(o)   Vessel voyage expenses

Vessel voyage expenses primarily consist of port, canal and bunker expenses that are unique to a particular charter and are paid for by the charterer under time charter agreements and other non-specified voyage expenses such as commissions that are paid by the Company.

(p)   Repairs and Maintenance

All repair and maintenance expenses, including major overhauling and underwater inspection expenses are expensed in the year incurred. Such costs are included in Vessel operating expenses in the accompanying consolidated statements of operations.

(q)   Research and Development and Advertising Costs

Research and development and advertising costs are expensed as incurred. There were no research and development and advertising costs during 2008, 2007 and 2006.

(r)   Financing Costs and Capitalized Interest

Underwriting, legal and other direct costs incurred with the issuance of long-term debt or to refinancing existing ones are deferred and amortized to interest expense over the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced are expensed in the period the repayment or refinancing is made. Interest costs incurred on debt during the construction of vessels are capitalized. There were no interest costs capitalized as of December 31, 2008, 2007 and 2006.

F-13

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

(s)   Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized, when applicable, for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Beginning with the adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes as of January 1, 2008, the Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Prior to the adoption of FIN 48, the Company recognized the effect of income tax positions only if such positions were probable of being sustained.

The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administration expenses.

The Company is not currently subject to income taxes as Seanergy is incorporated in the Marshall Islands. Under current Marshall Islands law, Seanergy is not subject to tax on income or capital gains and no Marshall Islands withholding tax will be imposed upon payment of dividends by Seanergy to its shareholders.

(t)   Earnings (Losses) per Share

Seanergy computes earning per share (EPS) in accordance with FASB Statement No. 128, Earnings per Share and SEC Staff Accounting Bulletin No. 98 (SAB 98). FASB Statement No. 128 requires companies with complex capital structures to present basic and diluted EPS. Basic earnings (losses) per common share are computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (losses) per share, reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.

(u)   Segment Reporting

Seanergy reports financial information and evaluates its operations by total charter revenues and not by the length of vessel employment, customer, or type of charter. As a result, management, including the chief operating decision maker, reviews operating results solely by revenue per day and operating results of the fleet and thus, Seanergy has determined that it operates under one reportable segment. Furthermore, when Seanergy charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, disclosure of geographic information is impracticable (see Note 3(b)).

(v)   Derivatives

Seanergy follows FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, to account for derivatives and hedging activities, which requires that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value, with changes in the derivatives’ fair value

F-14

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

recognized currently in earnings unless specific hedge accounting criteria are met. During 2008, 2007 and 2006 Seanergy did not engage in any transaction with derivative instruments or have any hedging activities.

(w)   Share-Based Compensation

Seanergy accounts for share-based payments pursuant to Statement of FASB Statement No. 123R, Share-Based Payments. FASB Statement No. 123R requires all share-based payments, including grants of employee stock options to employees, to be recognized as an expense in the financial statements and that such cost be measured at the fair value of the award. As of December 31, 2008, 2007 and 2006 Seanergy did not have any share-based payments.

(x)   Fair Value Measurements

On January 1, 2008, the Company adopted the provisions FASB Statement No. 157, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. FASB Statement No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB Statement No. 157 also establishes a framework for measuring fair value and expands disclosures about fair value measurements (Note 24) FASB Staff Position FAS 157-2, “Effective Date of FASB Statement No. 157,” delays the effective date of FASB Statement No. 157 until fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. In accordance with FSP FAS 157-2, the Company has not applied the provisions of FASB Statement No. 157 to such assets and liabilities. The Company is in the process of evaluating the impact, if any, of applying these provisions on its financial position and results of operations.

In October 2008, the FASB issued FASB Staff Position FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active, which was effective immediately. FSP FAS 157-3 clarifies the application of FASB Statement No. 157 in cases where the market for a financial instrument is not active and provides an example to illustrate key considerations in determining fair value in those circumstances. The Company has considered the guidance provided by FSP FAS 157-3 in its determination of estimated fair values during 2008.

(y)   Fair Value Option

In February 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” which provides companies with an option to report selected financial assets and liabilities at fair value. FASB Statement No. 159’s objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. FASB Statement No. 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. FASB Statement No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. FASB Statement No. 159 requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the company’s choice to use fair value on its earnings.

FASB Statement No. 159 also requires companies to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. FASB Statement No. 159

F-15

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in FASB Statement No. 157 and FASB Statement No. 107. FASB Statement No. 159 is effective as of the beginning of a company’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided the company makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of FASB Statement No. 157. The Company has not opted to fair value any of its financial assets and liabilities.

(z)   Hierarchy of Generally Accepted Accounting principles

Seanergy follows FASB Statement No. 162 “The Hierarchy of Generally Accepted Accounting Principles” which provides a framework, or hierarchy, for selecting the principles to be used in preparing financial statements for non-governmental entities under US GAAP.

(aa)   Recent accounting pronouncements

In December 2007, the FASB issued FASB Statement No. 141(R), Business Combinations, and FASB Statement No. 160, Non-controlling Interests in Consolidated Financial Statements — an amendment to ARB No. 51. FASB Statements No. 141(R) and No. 160 require most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “full fair value” and require non-controlling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with non-controlling interest holders. Both Statements are effective for periods beginning on or after December 15, 2008, and earlier adoption is prohibited. FASB Statement No. 141(R) will be applied to business combinations occurring after the effective date. FASB Statement No. 160 will be applied prospectively to all non-controlling interests, including any that arose before the effective date. All of the Company’s subsidiaries are wholly owned, so the adoption of Statement 160 is not expected to impact its financial position and results of operations. Seanergy does not have a business combination that was consummated on or after December 15, 2008.

In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133”. FASB Statement No. 161 amends and expands the disclosure requirements of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”. The objective of FASB Statement No. 161 is to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. FASB Statement No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. FASB Statement No. 161 applies to all derivative financial instruments, including bifurcated derivative instruments (and non derivative instruments that are designed and qualify as hedging instruments pursuant to paragraphs 37 and 42 of FASB Statement No. 133) and related hedged items accounted for under FASB Statement No. 133 and its related interpretations. FASB Statement No. 161 also amends certain provisions of FASB Statement No. 131. FASB Statement No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. FASB Statement No. 161 encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company does not currently anticipate that the adoption of FASB Statement No. 161 will have any impact on its financial statement presentation or disclosures.

In June 2008, the FASB ratified Emerging Issues Task Force (“EITF”) 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 addresses

F-16

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

the determination of whether a financial instrument (or an embedded feature) is indexed to an entity’s own stock. EITF 07-5 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Seanergy has determined that its financial instruments, warrants, are indexed to its own stock and equity classified and therefore the adoption of this standard will not have a material effect on the consolidated financial statement presentation or disclosure.

FSP APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”. FSP APB 14-1 requires issuers of convertible debt that may be settled wholly or partly in cash upon conversion to account for the debt and equity components separately. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those years and must be applied retrospectively to all periods presented. Early adoption is prohibited. Seanergy has determined that the application of FSP APB 14-1 will not have a significant effect on its financial statements.

3.   Transactions with Related Parties:

On May 20, 2008 companies affiliated with certain members of the Restis family collectively acquired a 9.62% interest in Seanergy Maritime Corp. On the same date, the Company also entered into the following agreements with companies wholly-owned by member(s) of the Restis family:

•  The Master Agreement to purchase an aggregate of six dry bulk vessels from companies affiliated with certain members of the Restis family, for an aggregate purchase price of $404,876 including direct transaction costs plus contingent consideration (see Note 5).

•  A management agreement concluded with EST for the provision of technical management services relating to vessels for an initial period of two years from the date of signing.

•  A brokerage agreement was concluded with Safbulk, for the provision of chartering services for an initial period of two years from the date of signing.

On May 26, 2008, time charter agreements for 11-13 month periods, were concluded for the vessels with SAMC, a company also owned by certain members of the Restis family.

On November 17, 2008, a lease agreement was entered into between Waterfront S.A., a company beneficially owned by a member of the Restis family, for the lease of the executive offices.

On various dates from June 5, 2008 to December 3, 2008 companies affiliated with members of the Restis family purchased 13,383,915 shares of common stock from shareholders of Seanergy Maritime Corp.

On August 26, 2008 Seanergy obtained shareholders’ approval for the business combination including the purchase of the six vessels from the Restis family which became effective on August 28, 2008. At this time the non-voting shareholders redeemed 6,370,773 shares of common stock thereby bring the total interest of the Restis family to approximately 72% as of December 31, 2008.

(a)   Management Agreement:

On May 20, 2008, a management agreement was concluded between the wholly owned subsidiary of the Company, Seanergy Management Corp. (“Seanergy Management”), an affiliate, for the provision of technical management services relating to vessels for an initial period of two years from the date of signing. The agreement will be automatically extended for successive one year periods, unless three months written notice by either party is given prior to commencement of the next period. The fixed daily fee per vessel in operation was EUR 416 (four hundred and sixteen Euros) until December 31, 2008 thereafter adjusted on an annual

F-17

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

basis as defined. The fixed daily fee for the year ended December 31, 2009 was agreed at EUR 425 (four hundred and twenty-five Euros) (see Note 25).

The related expense for 2008 amounted to $388 and it is included under Management fees — related party in the accompanying consolidated statements of operations.

On September 2, 2008, a service agreement was signed between the Company and EST, a company beneficially owned by the Restis family, for consultancy services with respect to financing, dealing and relations with third parties and assistance in the preparation of periodic reports to shareholders for a fixed monthly fee of $5. The agreement expired on December 2, 2008 and was extended for a period of 3 months ending March 2, 2009.

The related expense for 2008 amounted to $21 and is included under general and administrative expenses — related party (Note 21) in the accompanying consolidated statements of operations.

(b)   Charter Agreements:

On May 26, 2008, time charter agreements for 11-13 month periods, expiring in September 2009, at a time charter daily rate of between $30 and $65, were concluded for the vessels with SAMC, a company beneficially owned by certain members of the Restis family. The charter agreements provide for an address commission of 2.5% in favor of SAMC. The address commission amounted to $880 and is recorded net of revenue as commissions — related party in the accompanying 2008 consolidated statements of operations.

(c)   Brokerage Agreement:

On May 20, 2008, a brokerage agreement was concluded with Safbulk, a company beneficially owned by certain members of the Restis family, for the provision of chartering services for an initial period of two years from the date of signing. Safbulk will receive a chartering commission of 1.25% on the collected vessel revenue. The fees charged by Safbulk are separately reflected as voyage expenses — related party in the accompanying 2008 consolidated statements of operations.

(d)   Rental Agreement:

On November 17, 2008, a lease agreement was entered into between Waterfront S.A., a company beneficially owned by a member of the Restis family, for the lease of the executive offices. The initial lease term is from November 17, 2008 to November 16, 2011. Seanergy has the option to extend the term until February 2, 2014. The monthly lease payment is EUR 42. The rent for 2008 of $88 charged by Waterfront S.A. is separately reflected as General and Administrative expenses — related party in the accompanying 2008 consolidated statements of operations (Note 21). The related rental guarantee of $180 is reflected in prepaid expenses and other current assets — related party in the accompanying 2008 consolidated balance sheet (see Note 4).

(e)   Consultancy Agreement:

On December 15, 2008, Seanergy Management concluded an agreement with CKA Company S.A., a related party entity incorporated in the Marshall Islands. CKA Company S.A. is beneficially owned by the Company’s Chief Financial Officer. Under the agreement, CKA Company S.A. provides the services of the individual who serves in the position of Seanergy’s Chief Financial Officer. The agreement is for $220 per annum, payable monthly on the last working day of every month in twelve installments. The related expense for 2008 amounted to $27 and is included in General and Administrative expenses — related party in the accompanying 2008 consolidated statements of operations.

F-18

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

(f)   V&P Law Firm (Vgenopoulos Partners):

Mr. Ioannis Tsigkounakis, a member of our Board of Directors is a partner of V&P Law Firm, which Seanergy Maritime has retained in connection with certain matters relating to vessel acquisitions and the drafting of a definitive agreement. Seanergy has paid Mr. Tsigkounakis’ law firm $340 for the year ended December 31, 2008, which was recorded in goodwill — acquisition costs since it related to legal consultancy fees with respect to the business combination.

(g)   Employment Agreements:

Seanergy entered into an employment agreement with its Chief Executive Officer. Under the agreement, the officer’s annual base salary is $400 which is subject to increases as may be approved by the Board of Directors.

The related expense for 2008 amounted to $139 and it is included under general and administrative expenses — related party in the accompanying consolidated statements of operations (Note 21).

Seanergy Management has entered into an employment agreement with its Chief Financial Officer. The total net annual remuneration amounts to EUR 23.8 subject to any increases made from time to time by Seanergy Management or by an appropriate committee.

All the members of the Board of Directors receive fees of $40 per year. In addition, the three members of the Shipping Committee receive additional fees of $60 per year. The amounts for the year ended December 31, 2008 of $155 are recorded in general and administrative expenses — related party in the accompanying consolidated statements of operations.

4.   Prepaid Expenses and Other Current Assets — Related Parties

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

	2008		2007
Prepaid commission on hire (SAMC) — (see Note 3(b))		68		—
Office rental deposit (Waterfront SA — (see Note 3(d))		180		—
		248		—

5.   Business Combination:

On August 28, 2008, Seanergy completed its business combination as discussed in Note 1. The acquisition was accounted for under the purchase method of accounting and accordingly, the assets acquired have been recorded at their fair values. No liabilities were assumed or other tangible assets acquired. The results of operations are included in the consolidated statement of operations from August 28, 2008. The consideration paid for the business combination has been recorded at fair value at the date of acquisition and forms part of the cost of the acquisition.

F-19

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

The aggregate acquisition cost and fair value of assets acquired were as follows:

Cash paid	$	367,031
Convertible promissory note — related party (Note 11)	$	29,043
Direct transaction costs	$	8,802
Aggregate acquisition cost	$	404,876
Less: Fair value of assets acquired — Vessels	$	360,081
Goodwill on acquisition	$	44,795

The convertible promissory note with a face value of $28,250 was recorded at fair market value using a trinomial Tree valuation model that considered both the debt and conversion features. The model used takes into account the interest rate curve of the currency of the convertible note, the credit spread of the company that issues the note, as well as the dividends paid by the company that underlie the note, resulting in an imputed interest rate of 1.38%.

Contingent consideration consists of the issuance of 4,308,075 shares of common stock subject to Seanergy meeting certain targeted EBITDA of $72,000 to be earned between October 1, 2008 and September 30, 2009. Contingent consideration will be recorded as additional purchase price once the contingency is settled. It is reasonably possible in the near term that any amounts recorded upon achievement of the earn-out in 2009 may be impaired based on current market conditions.

The premium (i.e. non tax deductible goodwill) over the fair value of the tangible assets acquired resulted from the decline in the market value of the dry-bulk vessels between the date of entering into the agreements to purchase the business (May 20, 2008) and the actual business acquisition date (August 28, 2008). If the business combination was to take place at the beginning of each of the years 2008 and 2007 instead of the effective dates, consolidated revenues (unaudited), net profit (loss) (unaudited) and earnings (loss) per share, basic (unaudited) would have been $76,694, $20,474 and $(0.92) for 2008 and $35,635, $(47,864) and $(2.15) for 2007, respectively.

The pro-forma adjustments primarily relate to revenue and operating expenses, vessel depreciation, interest income and interest expense, as if the business combination had been consummated at the beginning of each 2008 and 2007 year, assuming that the used vessels were fully operating under effective contracts as from acquisition date and effective historical revenues under Restis’ family management and assuming that each new building started operations as from the delivery date in 2008. Impairment of goodwill was assumed to be the same in both 2008 and 2007.

Management performed its annual impairment testing of goodwill as at December 31, 2008. The current economic and market conditions, including the significant disruptions in the global credit markets, are having broad effects on participants in a wide variety of industries. Since mid-August 2008, the charter rates in the dry bulk charter market have declined significantly, and dry bulk vessel values have also declined, both as a result of a slowdown in the availability of global credit and the significant deterioration in charter rates; conditions that the Company considers indicators of a potential impairment.

The fair value for goodwill impairment testing was estimated using the expected present value of future cash flows, using judgments and assumptions that management believes were appropriate in the circumstances. The future cash flows from operations were determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days (based on a combination of Seanergy’s remaining charter agreement rates, 2-year forward freight agreements and the most recent 10-year average historical 1 year time charter rates available for each type of vessel) assuming an average annual inflation rate of 2%. The weighted average cost of capital (WACC) used was 8%.

F-20

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

As a result, the Company recorded an impairment charge related to goodwill of $44,795 in 2008 which is recorded as a separate line item in the accompanying 2008 consolidated statement of operations.

The change in the carrying value for goodwill for the year ended December 31, 2008 is:

Balance beginning of year
Goodwill acquired on August 28, 2008	44,795
Impairment loss	(44,795	)
Balance end of year	—

6.   Cash and Cash Equivalents and Money Market Funds — Held in Trust:

Cash and cash equivalents in the accompanying balance sheets are analyzed as follows:

	2008		2007
Cash at bank		9,011		710
Term deposits		18,532		1,501
		27,543		2,211

Money Market funds — held in trust at December 31, 2007 consists primarily of an investment in the BlackRock MiniFund with the market value of $232,923 and an annualized tax-exempt yield of 3.16% at December 31, 2007. All proceeds in the trust account were released to Seanergy to complete the business combination as discussed in Note 1. As of December 31, 2008, no funds were held in trust accounts.

7.   Advances (Trade) to Related Party:

Advances (trade) to related party represent advances given to EST for working capital purposes of the six vessels’ operating activities in accordance with terms of the management agreement dated May 20, 2008 (see Note 3(a)).

According to this agreement, EST obtains cash advances as a manager of vessels and performs certain duties that include technical management and support services necessary for the operation and employment of the vessels.

F-21

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

8.   Fixed Assets:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

				Office Furniture
	Vessel Cost			and Fittings		Total Value
Cost:
Balance beginning of period		—			—		—
— Additions		—			—		—
Balance, December 31, 2007		—			—		—
— Additions (Note 5)		360,081			9		360,090
— Impairment charge		(4,530	)		—		(4,530	)
Balance December 31, 2008		355,551			9		355,560
Accumulated depreciation:
Balance beginning of period		—			—		—
— Depreciation charge for the year		—			—		—
Balance, December 31, 2007		—			—		—
— Depreciation charge for the year		(9,929	)		—		(9,929	)
Balance December 31, 2008		(9,929	)		—		(9,929	)
Net book value December 31, 2008		345,622			9		345,631
Net book value December 31, 2007		—			—		—
Net book value January 1, 2007		—			—		—

Following the business combination Seanergy took delivery of the six vessels indicated in Note 1.

The Company evaluates the carrying amounts of vessels and related dry-dock and special survey costs and periods over which long-lived assets are depreciated to determine if events have occurred which would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, management reviews certain indicators of potential impairment, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions.

The current economic and market conditions, including the significant disruptions in the global credit markets, are having broad effects on participants in a wide variety of industries. Since mid-August 2008, the charter rates in the dry bulk charter market have declined significantly, and dry bulk vessel values have also declined, both as a result of a slowdown in the availability of global credit and the significant deterioration in charter rates; conditions that the Company considers indicators of a potential impairment.

The Company determines undiscounted projected net operating cash flows for each vessel and compares it to the vessel’s carrying value. The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days (based on a combination of Seanergy’s remaining charter agreement rates, 2-year forward freight agreements and the most recent 10-year average historical 1 year time charter rates available for each type of vessel) over the remaining economic life of each vessel, net of brokerage and address commissions, expected outflows for scheduled vessels’ maintenance, and vessel operating expenses assuming an average annual inflation rate of 2%. Fleet utilization is assumed at 98.6% in the Company’s

F-22

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

exercise, taking into account each vessel’s off hire days of other companies operating in the dry bulk industry and historical performance.

A discount factor of 4.5% per annum, representing a hypothetical finance lease charge, was applied to the undiscounted projected net operating cash flows directly associated with and expected to arise as a direct result of the use and eventual disposition of the vessel, but only in the case where they were lower than the carrying value of vessels. This resulted in an impairment loss of $4,530 which was identified and charged in a separate line item in the accompanying 2008 statement of operations.

The vessels, having a total carrying value of $345,622 at December 31, 2008, have been provided as collateral to secure the loans of each respective vessel discussed under Note 12.

9.   Deferred Finance Charges:

Deferred finance charges are analyzed as follows:

	2008		2007
Arrangement fee convertible promissory note, net of amortization (Note 11)		238		—
Long term debt issuance costs, net of amortization (Note 12)		2,519		—
		2,757		—

The amortization of the promissory note arrangement fee and the debt issuance costs is included in interest and finance costs in the accompanying consolidated statements of operations and amounted to $224 ($50 and $174 for the promissory note arrangement fee and debt issuance costs, respectively), $NIL, and $NIL for the years ended December 31, 2008 and 2007, and for the period August 15, 2006 (inception) to December 31, 2006, respectively.

10.   Deferred Revenue — Related Party

Deferred revenue in the accompanying balance sheet as at December 31, 2008 and 2007 was $3,029 and $NIL, respectively. The amount represents cash received from SAMC prior to the balance sheet date and relates to revenue applicable to periods after such date.

11.   Convertible Promissory Note Due to Shareholders:

On December 14, 2006, Seanergy Maritime Corp. issued a series of unsecured promissory notes totaling $350 to its Initial Shareholders. The notes bear interest at the rate of 4.0% per annum and were repaid on September 28, 2007. Interest expense for the year ended December 31, 2007 amounted to $11 and is included in interest and finance costs shareholders in the accompanying consolidated statements of operations.

Prior to December 31, 2006, three of Seanergy’s Initial Shareholders had advanced a total of $76 in cash and other expenditures to the Company on a non-interest bearing basis. On January 5, 2007, an additional $25 was similarly advanced. On January 12, 2007, these advances were converted into unsecured promissory notes bearing interest at the rate of 4.0% per annum and were repaid on September 28, 2007. Interest expense for the year ended December 31, 2007 amounted to $2 and is included in interest and finance costs shareholder.

In connection with the business combination, a convertible secured promissory note in the aggregate of $28,250 face value was issued to United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp. and Comet Shipholding Inc., Restis affiliate shareholders. The note is convertible into 2,260,000 shares of common stock at a conversion price of $12.50 per share. The note bears interest at a rate of 2.9% per annum, payable upon the maturity date and matures in May 2010. The note was recorded at fair value on issuance at $29,043 (see Note 5). An arrangement fee of $288 is payable upon the note’s maturity

F-23

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

date and is included in deferred charges with the offsetting credit to accrued charges on convertible promissory note due to shareholders (see Note 9). At the maturity date the holder has the option to convert the note into common stock at a conversion price of $12.50 per share. Interest expense net of premium amortization ($151) for the year ended December 31, 2008 amounted to $132 and is included in interest and finance costs — shareholders in the accompanying consolidated statements of operations.

12.   Long-Term Debt:

Borrower(s)	2008			2007
(a) Reducing revolving credit facility		54,845			—
(b) Term facility		157,500			—
Total		212,345			—
Less- current portion		(27,750	)		—
Long-term portion		184,595			—

The long term debt (Facility) of up to $255,000 has been provided by Marfin Egnatia Bank S.A. (Marfin or lender) being available in two Facilities as described below. The corporate guarantors of the Facility are Seanergy Maritime Corp. and Seanergy Maritime Holdings Corp. and the individual vessel owning companies. An arrangement fee of $2,550 was paid on the draw down date and is included net of amortization in Deferred finance charges in the accompanying consolidated balance sheet (see Note 9).

(a)   Reducing Revolving Credit Facility

As of December 31, 2008 the Company had utilized $54,845 of the available reducing revolving credit facility which is equal to the lesser of $90,000 and an amount in dollars which when aggregated with the amounts already drawn down under the term facility does not exceed 70% of the aggregate market values of the vessels and other securities held in favor of the lender to be used for the business combination and working capital purposes.

The reducing revolving credit facility bears interest at LIBOR plus 2.25% per annum. A commitment fee of 0.25% per annum is calculated on the daily aggregate un-drawn balance and un-cancelled amount of the revolving credit facility, payable quarterly in arrears from the date of the signing of the loan agreements. The relevant commitment fee on the un-drawn balance of $39 is recorded in interest and finance costs in the accompanying consolidated statements of operations (see Note 21).

Commencing one year from signing the loan agreement, the revolving facility shall be reduced to the applicable limit available on such reduction date. The first annual reduction will reduce the available credit amount by $18,000 i.e. to $72,000 in August 2009, followed by five consecutive annual reductions of $12,000 and any outstanding balance to be fully repaid together with the balloon payment of the Term loan i.e. the available credit amount in August 2010 will be $60,000, in August 2011 it will be $48,000, and so on.

Interest expense for the period ended December 31, 2008 amounted to $799 and is recorded in interest and finance costs in the accompanying consolidated statement of operations (see Note 22).

The weighted average interest rate on the revolving credit facility, including the spread, for 2008 was approximately 5.053%.

F-24

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

(b)   Term Facility

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

Borrower(s)	Vessel Name	2008			2007
(a) Amazons Management Inc.	Davakis G.		35,175			—
(b) Lagoon Shipholding Ltd.	Delos Ranger		35,175			—
(c) Cynthera Navigation	African Oryx		17,659			—
(d) Martinique International Corp.	Bremen Max		27,491			—
(e) Harbour Business International Corp.	Hamburg Max		28,636			—
(f) Waldeck Maritime Co.	African Zebra		13,364			—
Total			157,500			—
Less-current portion			(27,750	)		—
Long-term portion			129,750			—

The vessel acquisition was financed by Marfin Egnatia Bank SA by an amortizing term facility equal to $165,000, representing 42% of the Vessels aggregate acquisition costs, excluding any amounts associated with the earn-out provision. In December 2008, the Company repaid $7,500 of the term facility.

The loan is repayable, commencing three months from the last drawdown or March 31, 2009, whichever is earlier, through twenty eight consecutive quarterly principal installments out of which the first four principal installments will be equal to $7,500 each, the next four principal installments will be equal to $5,250 each and the final twenty principal installments equal to $3,200 each, with a balloon payment equal to $50,000 due concurrently with the twenty eighth principal installment.

The loan bears interest at an annual rate of 3 month-LIBOR plus 1.5%, if the Company’s ratio of total assets to total liabilities is greater than 165%, which is to be increased to 1.75% if the ratio is equal or less than 165%

The weighted average interest rate on the term facility, including the spread, for 2008 was approximately 5.214%. Long-term debt is denominated in U.S. Dollars. Long-term debt interest expense for 2008 amounted to $2,768, and is included in interest and finance costs in the accompanying consolidated statements of operations (see Note 22).

The annual principal payments on the term facility and the reducing revolving credit facility (based on the amount drawn down as of December 31, 2008) required to be made after December 31, 2008, are as follows:

			Reducing Revolving
	Term Facility		Credit Facility		Total
2009		27,750		—		27,750
2010		18,950		—		18,950
2011		12,800		6,845		19,645
2012		12,800		12,000		24,800
2013		12,800		12,000		24,800
Thereafter		72,400		24,000		96,400
		157,500		54,845		212,345

F-25

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

The Facility is secured by a first priority mortgage on the vessels, on a joint and several basis; first priority general assignment of any and all earnings, insurances and requisition compensation of the vessels and the respective notices and acknowledgements thereof; first priority specific assignment of the benefit of all charterers exceeding 12 calendar months duration and all demise charters in respect of the vessels and the respective notices and acknowledgements thereof to be effected in case of default or potential event of default to the absolute discretion of Marfin Egnatia Bank S.A.; assignment, pledges and charges over the earnings accounts held in the name of each borrower with the security trustee; undertakings by the technical and commercial managers of the vessels; negative pledge of the non-voters shares to be acquired; subordination agreement between the Facility and the Seller’s Note. All of the aforementioned securities will be on a full cross collateral basis.

The Facility includes covenants, among others, that require the borrowers and the corporate guarantor to maintain vessel insurance for an aggregate amount greater than the vessels’ aggregate market value or an amount equal to 130% of the aggregate of (a) the outstanding amount under both the revolving credit and term facilities and (b) the amount available for drawing under the revolving facility. The vessels’ insurance is to include as a minimum cover hull and machinery, war risk and protection and indemnity insurance, $1,000,000 for oil pollution and for excess oil spillage and pollution liability insurance. In relation to the protection and indemnity insurance no risk should be excluded or the deductibles as provide by the P&I Association materially altered or increased to amounts exceeding $150 without the prior written consent of Marfin Egnatia Bank SA. In addition mortgagees’ interest insurance on the vessels and the insured value to be at least 110% of the aggregate of the revolving credit and term facility.

In addition if a vessel is sold or becomes a total loss or the mortgage of the vessel is discharged on the disposal, Seanergy shall repay such part of the facilities as equal to the higher of the relevant amount or the amount in Dollars to maintain the security clause margin.

Other covenants include the following:

•  not to borrow any money or permit such borrowings to continue other than by way of subordinated shareholders’ loan or enter into any agreement for deferred terms, other than in any customary supplier’s credit terms or any equipment lease or contract hire agreement other than in ordinary course of business;

•  no loans, advances or investments in, any person, firm, corporation or joint venture or to officer director, shareholder or customer or any such person;

•  not to assume, guarantee or otherwise undertake the liability of any person, firm, company;

•  not to authorize any capital commitments;

•  not to declare or pay dividends in any amount greater than 60% of the net cash flow of the Group as determined by the lender on the basis of the most recent annual audited financial statements provided, or repay any shareholder’s loans or make any distributions in excess of the above amount without the lenders prior written consent (see below for terms of waiver obtained on December 31, 2008);

•  not to change the Chief Executive Officer and/or Chairman of the corporate guarantor without the prior written consent of the lender;

•  not to assign, transfer, sell or otherwise or dispose vessels or any of the property, assets or rights without prior written consent of the lender (see also Note 14);

•  to ensure that the members of the Restis and Koutsolioutsos families (or companies affiliated with them) own at all times an aggregate of at least 10% of the issued share capital of the corporate guarantor;

F-26

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

•  no change of control in either the corporate guarantor without the written consent of the lender;

•  not to engage in any business other than the operation of the vessels without the prior written consent of the lender;

•  Security margin clause: the aggregate market values of the vessels and the value of any additional security shall not be less than (or at least) 135% of the aggregate of the outstanding revolving credit and term facilities and any amount available for drawing under the revolving facility, less the aggregate amount of all deposits maintained. A waiver dated December 31, 2008 has been received for the period that the vessels continue to be under their current charter agreements (see Note 3(b)). The waiver also stipulates that dividends will not be declared and/or any shareholders’ loans repaid without the prior written consent of Marfin Egnatia Bank S.A.

Financial covenants include the following:

•  ratio of financial indebtedness to earnings, before interest, taxes, depreciation and amortization (EBITDA) shall be less than 6.5:1 (financial indebtedness or Net Debt are defined as the sum of all outstanding debt facilities minus cash and cash equivalents). The covenant is to be tested quarterly on a LTM basis (the “last twelve months”). The calculation of the covenant is not applicable for the quarter ended December 31, 2008.

•  the ratio of LTM (“last twelve months”) EBITDA to Net Interest Expense shall not be less than 2:1. The covenant is to be tested quarterly on a LTM basis. The calculation of the covenant is not applicable for the quarter ended December 31, 2008.

•  the ratio of total liabilities to total assets shall not exceed 0.70:1;

•  unrestricted cash deposits, other than in the favor of the lender shall not be less than 2.5% of the financial indebtedness.

•  average quarterly unrestricted cash deposits, other than in the favor of the lender shall not be less than 5% of the financial indebtedness.

The last three financial covenants listed above are to be tested on a quarterly basis, commencing on December 31, 2008 (where applicable). Seanergy was in compliance with its loan covenants as of December 31, 2008.

13.   Capital Structure:

(a)   Common Stock

Seanergy Maritime Corp. was authorized to issue 89,000,000 shares of its common stock with a par value $0.0001 per share. On October 31, 2006, Seanergy Maritime Corp.’s Initial Shareholders subscribed to 7,264,893 shares of common stock and additional paid in capital for a total of $25. All subscriptions were paid in full in November 2006.

On February 20, 2007, an aggregate of 1,764,893 shares of common stock were surrendered to Seanergy for cancellation by the Initial Shareholders on a pro rata basis, thus reducing the common shares outstanding on such date to 5,500,000 shares.

On July 6, 2007, Seanergy Maritime Corp. approved a resolution to effect a one and one-half-for-one stock split in the form of a stock dividend, which resulted in the issuance of an additional 1,250,000 shares of Seanergy Maritime Corp.’s common stock to its shareholders; on August 6, 2007, Seanergy Maritime Corp. approved a resolution to effect a one and one-third-for-one stock split in the form of a stock dividend which resulted in the issuance of an additional 1,250,000 shares of the Seanergy Maritime Corp.’s common stock to

F-27

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

its shareholders; and on September 24, 2007, Seanergy approved a resolution to effect a one and one-tenth-for-one stock split in the form of a stock dividend which resulted in the issuance of an additional 500,000 shares of the Maritime Corp.’s common stock to its shareholders. These financial statements give retrospective effect to all such stock splits for all periods presented.

On September 28, 2007, the Initial Shareholders contributed $400 to the capital of Seanergy Maritime Corp. in the form of legal fees paid on the Seanergy Maritime Corp.’s behalf.

On September 28, 2007 the Company pursuant to its public offering sold 23,100,000 units which included 1,100,000 units executed pursuant to the underwriters’ overallotment option at a price of $10.00 per unit. Each unit consisted of one share of the Company’s common stock of $0.0001 par value and one redeemable common stock purchase warrant (see Note 13(d)).

On August 26, 2008, shareholders of Seanergy Maritime Corp. approved the proposal for the business combination, and holders of fewer than 35% of Seanergy Maritime Corp.’s shares issued in its initial public offering voted against the proposal and properly exercised their redemption rights. As a result, on August 28, 2008, 6,370,773 shares of common stock were redeemed for $63,705.

There are 5,500,000 issued and outstanding common stock that are held in escrow and will not be released from escrow before the first year anniversary of the business combination.

(b)   Common Stock Subject to Redemption

Holders of common stock of Seanergy Maritime Corp. had the right to redeem their shares for cash by voting against the vessel acquisition. Accordingly, at December 31, 2007, Seanergy Maritime Corp. had a liability of $80,849 due to the possible redemption of 8,084,999 shares of common stock. Upon completion of the vessel acquisition in August 2008, 6,370,773 shares of common stock were redeemed and the remaining liability of $17,144 was reclassified as additional paid-in-capital during the year ended December 31, 2008. Deferred underwriters fees, forfeited to redeeming shareholders of $0.225 per share amounting to $1,433 were reversed and were reclassified as additional paid-in capital.

(c)   Preferred Stock

Seanergy Maritime Corp. is authorized to issue 1,000,000 shares of preferred stock with a par value $0.0001 per share, with such designations, voting and other rights and preferences, as may be determined from time to time by the Board of Directors.

(d)   Warrants

On September 28, 2007, Seanergy Maritime Corp., pursuant to its public offering, sold 23,100,000 units, which included 1,100,000 units exercised pursuant to the underwriters’ over-allotment option, at a price of $10.00 per unit. Each unit consisted of one share of Seanergy Maritime Corp.’s common stock, $0.0001 par value, and one redeemable common stock purchase warrant. Each warrant entitles the holder to purchase from Seanergy Maritime Corp. one share of common stock at an exercise price of $6.50 per share commencing the later of the completion of a business combination with a target business or one year from the effective date of the public offering (September 30, 2008) and expires on September 28, 2011, four years from the date of the initial public offering prospectus.

On September 28, 2007, and prior to the consummation of the public offering described above, all of Seanergy Maritime Corp.’s executive officers purchased from the company an aggregate of 16,016,667

F-28

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

warrants at $0.90 per warrant in a Private Placement. All warrants issued in the Private Placement are identical to the warrants in the units sold in the public offering, except that:

(i) subject to certain limited exceptions, none of the warrants are transferable or saleable until after Seanergy Maritime Corp. completes a business combination;

(ii) the warrants are not subject to redemption if held by the initial holders thereof; and

(iii) the warrants may be exercised on a cashless basis if held by the initial holders thereof by surrendering these warrants for that number of shares of common stock equal to the quotient obtained by dividing the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the warrant price and fair value. The fair value is defined to mean the average reported last sales price of common stock for the 10 trading days ending on the third business day prior to the date on which notice of exercise is received. A portion of the proceeds from the sale of these insider warrants has been added to the proceeds from the public offering held in the Trust Account pending the completion of the Company’s initial business combination, with the balance held outside the Trust Account to be used for working capital purposes. No placement fees were payable on the warrants sold in the Private Placement. The sale of the warrants to executive officers did not result in the recognition of any stock-based compensation expense because they were sold at approximate fair market value.

Seanergy Maritime Corp. may call the warrants for redemption:

•  in whole and not in part,

•  at a price of $0.10 per warrant at any time,

•  upon a minimum of 30 days’ prior written notice of redemption, and if, and only if, the last sale price of the common stock equals or exceeds $14.25 per share for any 20 trading days within a 30 trading day period ending three business days prior to the notice of redemption to the warrant holders.

There is no cash settlement for the warrants.

Subsequently, the underwriter notified Seanergy Maritime Corp. that it was not going to exercise any of the remaining units as part of its over-allotment option. The common stock and warrants included in the units began to trade separately on October 26, 2007. The fair market value of the warrants as of December 31, 2008 was $0.11 per warrant.

The total number of common stock purchase warrants amounted to 39,116,667 of which 132,000 warrants were exercised in 2008 at a price of $6.50 per share or $858. As of December 31, 2008 Seanergy Maritime Corp. has 38,984,667 of common stock purchase warrants issued and outstanding at an exercise price of $6.50 per share, which became Seanergy’s obligations upon completion of Seanergy Maritime Corp.’s dissolution and liquidation (see Note 25).

(e)   Registration Rights:

The holders of the Company’s 5,500,000 issued and outstanding shares immediately prior to the completion of the public offering and the holders of the warrants to purchase 16,016,667 shares of common stock acquired in the private placement are entitled to registration rights covering the resale of their shares and the resale of their warrants and shares acquired upon exercise of the warrants. The holders of the majority of these shares are entitled to make up to two demands that the Company register their shares, warrants and shares that they are entitled to acquired upon the exercise of warrants. The holders of the majority of these shares can elect to exercise these registration rights at any time after the date on which these shares of common stock are released from escrow. In addition, these shareholders have certain “piggy-back registration”

F-29

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

rights on registration statements filed subsequent to the date on which these shares of common stock are released from escrow. The Company will bear the expenses incurred in connection with the filing of any of the forgoing registration statements (see Note 25).

The unit purchase option and its underlying securities have been registered under the registration statement for the public offering; however, the option also grants holders demand and “piggy- back” registration rights for periods of five and seven years, respectively, from the date of the public offering. These rights apply to all of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities issuable on the exercise of the option, other than underwriting commissions incurred and payable by the holders (see Note 25).

14.   Dividends:

Pursuant to the Seanergy’s second amended and restated articles of incorporation dividends are required to be made to its public shareholders on a quarterly basis, equivalent to the interest earned on the trust less any taxes payable and exclusive of (i) up to $420 of interest earned on the Maxim’s deferred underwriting compensation and (ii) up to $742 of interest income on the proceeds in the Trust account that Seanergy was permitted to draw down in the event the over-allotment option was exercised in full on a pro-rata basis to its public shareholders until the earlier of the consummation of a business combination or liquidation, of which the date of the business combination was August 28, 2008.

On January 2, 2008, April 1, 2008 and July 1, 2008 Seanergy paid dividends totaling $4,254, or $0.1842 per share, less permitted adjustments for interest earned on the deferred underwriting commission of $106 and $248 relating to the over-allotment option.

Seanergy Maritime Corp.’s founding shareholders and the Restis affiliate shareholders have agreed for such one-year period to subordinate their rights to receive dividends with respect to the 5,500,000 original shares owned by them to the rights of Seanergy Maritime Corp.’s public shareholders, but only to the extent that Seanergy has insufficient funds to make such dividend payments.

Subsequent to the business combination the declaration and payment of any dividend is subject to the discretion of Seanergy’s board of directors and be dependent upon its earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in its loan agreements, the provisions of Marshall Islands law affecting the payment of dividends to shareholders and other factors. Seanergy’s board of directors may review and amend its dividend policy from time to time in light of its plans for future growth and other factors.

As a condition of the waiver from Marfin Egnatia Bank S.A. (see Note 12), dividends will not be declared without the prior written consent of Marfin Egnatia Bank S.A.

F-30

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

15.   Earnings per Share:

The calculation of net income (loss) per common share is summarized below. The calculation of diluted weighted average common shares outstanding for the years ended December 31, 2008 and 2007 is based on the average closing price of common stock as quoted on the American Stock Exchange and after October 14, 2008 on NASDAQ.

	2008			2007		2006
Basic:
Net (loss) income	$	(31,985	)	$	1,445	$	(4	)
Weighted average common shares outstanding		26,452,291			11,754,095		7,264,893
Net income (loss) per common share-basic	$	(1.21	)	$	0.12	$	(0.00	)
Diluted:
Net (loss)income	$	(31,985	)	$	1,445	$	(4	)
Weighted average common shares outstanding		26,452,291			11,754,095		7,264,893
Effect of dilutive warrants		—			3,282,188		—
Diluted weighted average common shares outstanding		26,452,291			15,036,283		7,264,893
Net income (loss) per common share-diluted	$	(1.21	)	$	0.10	$	(0.00	)

As of December 31, 2008 all outstanding warrants and options to acquire 38,984,667 shares of common stock were antidilutive as the company reported a net loss. The convertible note to acquire 2,260,000 shares of common stock and the underwriters’ purchase options (common shares of 1,000,000 and warrants of 1,000,000 were also antidilutive. Furthermore, 4,308,075 of shares of common stock whose issuance is contingent upon satisfaction of certain conditions were anti-dilutive and the contingency has not been satisfied.

Thus, as of December 31, 2008, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS as mentioned above are:

Private warrants	16,016,667
Public warrants	22,968,000
Underwriters purchase options — common shares	1,000,000
Underwriters purchase options — warrants	1,000,000
Convertible note — to related party	2,260,000
Contingently-issuable shares — earn-out (Note 5)	4,308,075
Total	47,552,742

16.   Commitments and Contingencies:

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements.

F-31

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying combined financial statements. A minimum of up to $1,000,000 of the liabilities associated with the individual vessels actions, mainly for sea pollution, are covered by the Protection and Indemnity (P&I) Club insurance.

Rental expense for the years ended December 31, 2008 and December 31, 2007 and for the period August 15, 2006 (inception) to December 31, 2006, was $88, $NIL and $NIL, respectively. Fixed future minimum rent commitments as of December 31, 2008, based on a Euro/U.S. dollar exchange rate of €1.00:$1.32 and without taking into account any annual inflation increase were as follows:

Rental commitments
2009	666
2010	682
2011	700
Total	2,048

Future minimum rental receipts, based on vessels committed to non-cancelable long-term time charter contracts, assuming 15 to 20 days off hire due to any scheduled dry-docking and a 98% utilization rate of the vessel during a year, for unscheduled off hire days, net of commissions as of December 31, 2008 will be:

Rental receipts
2009	78,490

17.   Vessel Revenue — Related Party, net:

At December 31, 2008, the Company’s six vessels were employed under time charters with SAMC, with initial terms of 11-13 months, expiring in September 2009. Revenue on time charterer is shown net of the address commission of 2.5% amounting to $880 and net of off-hire expenses of $107.

18.   Direct Voyage Expenses:

The amounts in the accompanying consolidated statements of operations are analyzed as follows:

	2008		2007		2006
Bunkers		107		—		—
Port expenses		44		—		—
Total		151		—		—

19.   Vessel Operating Expenses:

The amounts in the accompanying consolidated statements of operations are analyzed as follows:

	2008		2007		2006
Crew wages and related costs		1,734		—		—
Chemicals and lubricants		591		—		—
Repairs and maintenance		449		—		—
Insurance		300		—		—
Miscellaneous expenses		106		—		—
Total		3,180		—		—

F-32

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

20.   General and Administration Expenses:

The amounts in the accompanying consolidated statements of operations are analyzed as follows:

	2008		2007		2006
Auditors’ and accountants’ fees		695		—		—
Legal expenses		432		—		—
D&O Insurance		96		25		—
Subscriptions		38		—		—
Transportation expenses		37		—		—
Professional fees		371		357		—
Other		171		63		5
Total		1,840		445		5

21.   General and Administration Expenses — Related Party:

The amounts in the accompanying consolidated statements of operations are analyzed as follows:

	2008		2007		2006
Office rental (Note 3(d))		88		—		—
Consulting fees (Note 3(e))		27		—		—
Salaries (Note 3(g))		139		—		—
Administrative fee (Note 3(a))		21		—		—
BoD remuneration (Note 3(g))		155		—		—
Total		430		—		—

22.   Interest and Finance Costs:

The amounts in the accompanying consolidated statements of operations are analyzed as follows:

	2008		2007		2006
Interest on long-term debt		2,768		—		—
Interest on revolving credit facility		799
Amortization of debt issuance costs		174		—		—
Commitment fee on un-drawn revolving credit facility		39		—		—
Other		115		45		—
Total		3,895		45		—

23.   Income Taxes:

Seanergy is incorporated in the Marshall Islands. Under current Marshall Islands law, Seanergy is not subject to tax on income or capital gains, no Marshall Islands withholding tax will be imposed upon payment of dividends by Seanergy to its shareholders, and holders of common stock or warrants of Seanergy that are not residents of or domiciled or carrying on any commercial activity in the Marshall Islands will not be subject to Marshall Islands tax on the sale or other disposition of such common stock or warrants.

Effective January 1, 2007, Seanergy Maritime Corp. was classified as a partnership up to January 27, 2009, the date of its dissolution and liquidation.

Pursuant to Section 883 of the Internal Revenue Code of the United States, as (the “Code”), U.S. source income from the international operations of ships is generally exempt from U.S. tax if the company operating

F-33

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

the ships meets both of the following criteria: (a) the Company is organized in a foreign country that grants an equivalent exception to corporations organized in the United States and (b) either (i) more than 50% of the value of the Company’s stock is owned, directly or indirectly, by individuals who are “residents” of the Company’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (the “50% Ownership Test”) or (ii) the Company’s stock is “primarily and regularly traded on an established securities market” in its country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States (the “Publicly-Traded Test”).

For the year ended December 31, 2008, Seanergy determined that it does qualify for exemption under section 883 of the Code for taxable years beginning on or after the 3rd quarter of 2008. The United States source shipping income is subject to a 4% tax. For taxation purposes, United States source shipping income is defined as 50% of shipping income that is attributable to transportation that begins or ends, but does not both begin and end, in the United States. Shipping income from each voyage is equal to the product of (i) the number of days in each voyage and (ii) the daily charter rate paid to the Company by the Charterer. For calculating taxable shipping income, days spend loading and unloading cargo in the port were not included in the number of days in the voyage.

As a result, income taxes of approximately $NIL, $ NIL and $NIL were recognized in the accompanying 2008, 2007 and 2006 consolidated statements of operation.

The Company believes that its position of excluding days spent loading and unloading cargo in a United States port meets “the more likely that not” criterion (required by FIN 48) to be sustained upon a future tax examination; however, there can be no assurance that the Internal Revenue Service would agree with the Company’s position. Had the Company included the days spent loading and unloading cargo in the port, additional taxes of $74, $NIL and $NIL should have been recognized in the accompanying consolidated statements of operations for 2008, 2007 and 2006.

24.   Financial Instruments:

The principal financial assets of the Company consist of cash and cash equivalents, money market funds held in trust, and advances (trade) to related party. The principal financial liabilities of the Company consist of long-term bank debt, trade accounts payable, a convertible promissory note and deferred revenue — related party.

(a)   Significant Risks and Uncertainties, including Business and Credit Concentration

As of December 31, 2008, the Company operates a total fleet of 6 vessels, consisting of 2 Panamax vessels, 2 Handysize vessels and 2 Supramax vessels. Of these 6 vessels, we acquired 3 on August 28, 2008 one on September 11, 2008 and the remaining two on September 25, 2008. As of December 31, 2008, our operating fleet had a combined carrying capacity of 317,743 dwt.

Vessel revenue is generated by charging customers for the transportation of dry bulk cargo. Vessel revenue is generated from time charters with SAMC, a company affiliated with members of the Restis family, which expire in September 2009. The Company’s vessel revenue in 2008 has been generated 100% from SAMC.

The Company can not predict whether SAMC will, upon the expiration of its charters, re-charter the vessels on favorable terms or at all. If SAMC decides not to re-charter the Company’s vessels, the Company may not be able to re-charter them on similar terms. In the future, the Company may employ vessels in the spot market, which is subject to greater rate fluctuation than the time charter market. If the Company receives lower charter rates under replacement charters or is unable to re-charter all of the vessels, net revenue, operating income and operating cash flows will decrease or become negative.

F-34

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

The Company generally does not have trade accounts receivable since the time charters are collected in advance. The vessels are chartered under time-charter agreements where, the charterer pays for the transportation service within one week of issue of the hire statement (invoice) which is issued approximately 15 days prior to the service, thereby supporting management of the trade accounts receivable.

Turbulence in the financial markets has led many lenders to reduce, and in some cases, cease to provide credit, including letters of credit, to borrowers. Purchasers of dry bulk cargo typically pay for cargo with letters of credit. The tightening of the credit markets has reduced the issuance of letters of credit and as a result decreased the amount of cargo being shipped as sellers determine not to sell cargo with out a letter of credit. Reductions in cargo result in less business for charterers and declines in the demand for vessels.

These factors, combined with the general slow-down in consumer spending caused by uncertainty about future market conditions, impact the shipping business. As such, it is reasonably possible that future charter rates may further deteriorate which would have a significant impact on the Company’s operations.

(b)   Interest Rate Risk:

The Company’s interest rates and long-term loan repayment terms are described in Note 12.

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents. The Company places its temporary cash and cash equivalents with Marfin Egnatia Bank S.A. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations.

(c)   Fair Value of Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at December 31, 2007 and 2008. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

	2008				2007
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets
Cash and cash equivalents		27,543		27,543		2,211		2,211
Money market funds — held in trust		—		—		232,923		232,923
Advances (trade) to related party		577		577		—		—
Prepaid insurance expenses		574		574		79		79
Prepaid expenses and other current assets — related parties		248		248		—		—
Financial liabilities:
Long-term debt		212,345		212,345		—		—
Convertible promissory note due to shareholders		29,043		28,453		—		—
Trade accounts and other payables		674		674		588		588
Due to underwriters		419		419		5,407		5,047
Accrued expenses		541		541		—		—
Accrued interest		166		166		—		—
Deferred revenue — related party		3,029		3,029		—		—

The carrying amounts shown in the table are included in the consolidated balance sheets under the indicated captions.

The fair values of the financial instruments shown in the above table as of December 31, 2008 represent management’s best estimate of the amounts that would be received to sell those assets or that would be paid to

F-35

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

•  Cash and cash equivalents, money market funds — held in trust, advances (trade) to related party, prepaid insurance expenses, prepaid expenses and other current assets — related parties, trade accounts and other payables, due to underwriters, accrued expenses, accrued interest and deferred revenue — related party: The carrying amounts approximate fair value because of the short maturity of these instruments.

•  Convertible promissory note:  The fair value is determined by a trinomial Tree approach that takes a single volatility as an input and takes into account the interest rate curve of the currency of the convertible note, the credit spread of the Company, the stock volatility, as well as any dividends paid by the Company, resulting in an imputed interest rate of 1.38%

•  Long-term debt:  The carrying value approximates the fair market value as the long-term debt bears interest at floating interest rates.

(d)   Fair Value Hierarchy

The Company adopted FASB Statement No. 157 on January 1, 2008, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. This statement establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurement involving significant unobservable inputs (Level 3 measurement) The three levels of the fair value hierarchy are as follows:

Level 1:  Quoted market prices in active markets for identical assets or liabilities;

Level 2:  Observable market based inputs or unobservable inputs that are corroborated by market data;

Level 3:  Unobservable inputs that are not corroborated by market data.

As of December 31, 2008 no fair value measurements of assets or liabilities were recognized in the consolidated financial statements.

(e)   Fair Value Option

Statement 159 provides entities with an option to measure many financial instruments and certain other items at fair value. Under Statement 159, unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each reporting period. Upon adoption of Statement 159 on January 1, 2008, the Company has not elected to record its bank loans or fixed rate convertible promissory note — related party at fair value.

25.   Subsequent Events:

On January 26, 2009, Seanergy’s registration statement for 22,361,227 shares of common stock, 38,984,667 common stock purchase warrants, 38,984,667 shares of common stock underlying the warrants, 1,000,000 shares of common stock in the underwriters’ unit purchase option, 1,000,000 warrants included as

F-36

Seanergy Maritime Holdings Corp. and subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

part of the underwriters’ unit purchase option and 1,000,000 shares of common stock underlying the warrants included as part of the underwriters’ unit purchase option was declared effective by the Securities & Exchange Commission (“SEC”).

On January 27, 2009, Seanergy Maritime Corp.was liquidated and in connection with its liquidation and dissolution, it distributed to each of its holders of its common stock, one share of common stock of Seanergy for each share of Seanergy Maritime Corp. common stock owned by the holder. All outstanding warrants of Seanergy Maritime Corp. concurrently became obligations of Seanergy (Note 1). As a result, the authorized capital of the Company becomes that of Seanergy Maritime Holdings Corp. and amounts to 100,000,000 shares of common stock with a par value of $0.0001 per share.

In accordance with the management agreement (see Note 3(a)), the daily fixed management fee applicable for the year ended December 31, 2009 was increased to Euro 425 (four hundred and twenty-five Euros) from Euro 416 (four hundred and sixteen Euros).

On February 19, 2009, Seanergy’s registration statement for the resale by certain selling shareholders of 12,068,075 shares of common stock which includes the 5,500,000 initial shares of common stock, 4,308,075 shares of common stock and 2,260,000 shares of common stock and 16,016,667 common stock purchase warrants and 16,016,667 shares of common stock underlying the warrants was declared effective by the SEC.

On February 24, 2009 the African Zebra commenced its scheduled dry-docking which is estimated to be completed by mid-April 2009.

On March 12, 2009, Mr. Lambros Papakostantinou, member of the Board of Directors, has resigned from his position as Director effective immediately.

On March 26, 2009, the Company made a principal repayment of $7,500 on the term facility.

F-37

Seanergy Maritime Holdings Corp. and subsidiaries

Condensed Consolidated Balance Sheets

as of June 30, 2009 and December 31, 2008

			June 30,			December 31,
	Notes		2009			2008
	(In thousands of US dollars, except for share and per share data, unless otherwise stated)
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		5		47,022			27,543
Advances (trade) to related party		6		—			577
Inventories				696			872
Prepaid insurance expenses				185			574
Prepaid expenses and other current assets — related parties		4		268			248
Other current assets				27			—
Total current assets				48,198			29,814
Fixed assets:
Vessels, net		7		330,202			345,622
Office equipment, net		7		20			9
Total fixed assets				330,222			345,631
Other assets:
Deferred charges		8		4,605			2,757
TOTAL ASSETS				383,025			378,202
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt		11		23,250			27,750
Trade accounts and other payables				465			674
Due to related parties		6		218			—
Due to underwriters				133			419
Accrued expenses		24		1,864			541
Accrued interest				112			166
Deferred revenue — related party		9		2,347			3,029
Total current liabilities				28,389			32,579
Long-term debt, net of current portion		11		174,095			184,595
Accrued charges on convertible promissory note due to shareholders		10		983			420
Convertible promissory note due to shareholders		10		28,710			29,043
Total liabilities				232,177			246,637
Consolidated shareholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued				—			—
Common stock, $0.0001 par value; 100,000,000 and 89,000,000 authorized shares as at June 30, 2009 and December 31, 2008, respectively; 22,361,227 shares, issued and outstanding as at June 30, 2009 and December 31, 2008, respectively		12		2			2
Additional paid-in capital				166,361			166,361
Accumulated deficit				(15,515	)		(34,798	)
Total consolidated shareholders’ equity				150,848			131,565
Commitments and contingencies		15		—			—
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				383,025			378,202

See accompanying notes to condensed consolidated financial statements.

F-38

Seanergy Maritime Holdings Corp. and subsidiaries

Condensed Consolidated Statements of Operations

for the three and six months ended June 30, 2009 and 2008

			Three Months Ended June 30,						Six Months Ended June 30,
	Notes		2009			2008			2009			2008
	(In thousands of US dollars, except for share and per share data, unless otherwise stated)
	(Unaudited)
Revenues:
Vessel revenue — related party				22,633			—			49,548			—
Commissions — related party		3,16		(566	)		—			(1,239	)		—
Vessel revenue — related party, net		16		22,067			—			48,309			—
Expenses:
Direct voyage expenses		17		(292	)		—			(438	)		—
Vessel operating expenses		18		(3,010	)					(5,821	)
Voyage expenses — related party		3		(283	)		—			(619	)		—
Management fees — related party		3		(315	)		—			(617	)		—
General and administration expenses		19		(1,285	)		(137	)		(2,141	)		(597	)
General and administration expenses — related party		20		(482	)		—			(1,021	)		—
Amortization of deferred dry-docking costs				(9	)					(9	)
Depreciation		7		(7,758	)		—			(15,430	)		—
Operating income (loss)				8,633			(137	)		22,213			(597	)
Other income (expense), net:
Interest and finance costs		21		(1,354	)		—			(2,819	)		—
Interest and finance costs — shareholders		8,10		(172	)		—			(312	)		—
Interest income — money market funds		22		116			1,057			256			2,612
Foreign currency exchange gains (losses), net				(56	)		—			(55	)		—
				(1,466	)		1,057			(2,930	)		2,612
Net income				7,167			920			19,283			2,015
Net income per common share
Basic		14		0.32			0.03			0.86			0.07
Diluted		14		0.30			0.02			0.80			0.05
Weighted average common shares outstanding
Basic		14		22,361,227			28,600,000			22,361,227			28,600,000
Diluted		14		24,621,227			41,148,398			24,621,227			40,867,846

See accompanying notes to condensed consolidated financial statements.

F-39

Seanergy Maritime Holdings Corp. and subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

for the six months ended June 30, 2009 and 2008

	Common stock						Additional		Accumulated			Total Shareholders’
	# of Shares			Par Value			Paid-in Capital		Deficit			Equity
	(In thousands of US dollars, except for share and per share data, unless otherwise stated)
	(Unaudited)
Balance December 31, 2007		28,600,000			3			146,925		1,441			148,369
Net (loss) for the year ended December 31, 2008		—			—			—		(31,985	)		(31,985	)
Dividends paid		—			—			—		(4,254	)		(4,254	)
Reclassification of common stock no longer subject to redemption		(6,370,773	)		—			17,144		—			17,144
Reversal of underwriter fees forfeited to redeeming shareholders		—			—			1,433		—			1,433
Liquidation and dissolution common stock exchange		—			(1	)		1		—			—
Warrants exercised		132,000			—			858		—			858
Balance December 31, 2008		22,361,227			2			166,361		(34,798	)		131,565
Net income for the six months ended June 30, 2009		—			—			—		19,283			19,283
Balance June 30, 2009		22,361,227			2			166,361		(15,515	)		150,848

See accompanying notes to condensed consolidated financial statements.

F-40

Seanergy Maritime Holdings Corp. and subsidiaries

Condensed Consolidated Statements of Cash Flows

for the six months ended June 30, 2009 and 2008

	Six Months Ended June 30,
	2009			2008
	(In thousands of
	US dollars, unless otherwise stated)
	(Unaudited)
Cash flows from operating activities:
Net income		19,283			2,015
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		15,430			—
Deferred dry-docking costs		(2,245	)
Amortization of deferred finance charges and dry-dock		397			—
Changes in operating assets and liabilities:
(Increase) decrease in —
Advances (trade) to related party		795			—
Inventories		176			—
Other current assets		(27	)		—
Prepaid insurance expenses		389			—
Prepaid expenses and other current assets — related parties		(20	)		—
Prepaid expenses and other current assets		—			52
Accrued expenses		1,323			—
Trade accounts and other payables		(209	)		(212	)
Due to underwriters		(286	)		—
Accrued charges on convertible note due to shareholders		411			—
Premium amortization on convertible note due to shareholders		(181	)		—
Accrued interest		(54	)		—
Deferred revenue — related party		(682	)		—
Net cash provided by operating activities		34,500			1,855
Cash flows from investing activities:
Increase in trust account from interest earned on funds held in trust		—			(3,670	)
Withdrawals from trust account		—			4,501
Payment of acquisition costs		—			(321	)
Additions to vessels		(6	)
Additions to office furniture and equipment		(15	)		—
Net cash provided by/(used in) investing activities		(21	)		510
Cash flows from financing activities:
Dividends paid		—			(3,173	)
Repayment of long-term debt		(15,000	)		—
Net cash used in financing activities		(15,000	)		(3,173	)
Net increase (decrease) in cash and cash equivalents		19,479			(808	)
Cash and cash equivalents at beginning of period		27,543			2,211
Cash and cash equivalents at end of period		47,022			1,403
Cash paid for:
Interest		2,501			—

See accompanying notes to condensed consolidated financial statements

F-41

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

1.   Basis of Presentation and General Information:

Seanergy Maritime Holdings Corp. (the “Company” or “Seanergy”) was formed under the laws of the Republic of the Marshall Islands on January 4, 2008, as a wholly owned subsidiary of Seanergy Maritime Corp. Seanergy Maritime Corp. was formed on August 15, 2006, under the laws of the Republic of the Marshall Islands with executive offices located in Athens, Greece. On August 28, 2008, the Company completed a business combination with the acquisition, through its designated nominees, of six dry bulk vessels. On that date, the Company took delivery of the M/V Davakis G., the M/V Delos Ranger and the M/V African Oryx. On September 11, 2008, it took delivery, through its designated nominee, of the fourth vessel, the M/V Bremen Max. On September 25, 2008, Seanergy took delivery, through its designated nominees, of the final two vessels, the M/V Hamburg Max, and the M/V African Zebra. Since the consummation of the business acquisition, the Company provides global transportation solutions in the dry bulk shipping sector through its vessel-owning subsidiaries for a broad range of dry bulk cargoes, including coal, iron ore, and grains or major bulks, as well as bauxite, phosphate, fertilizers and steel products or minor bulks.

The above acquisition was accounted for under the purchase method of accounting and accordingly, the assets acquired were recorded at their fair values. No liabilities were assumed or other tangible assets acquired. The consideration paid for the business combination, excluding a contingent consideration, was recorded at fair value at the date of acquisition and amounted to $404,876 and consisted of cash paid of $367,031, the fair value of a convertible promissory note from a related party of $29,043 and direct transaction costs of $8,802. The fair value of the assets (vessels) acquired amounted to $360,081, thereby resulting in a premium (i.e. non-tax deductible goodwill) of $44,795.

As of December 31, 2008, the Company performed its annual goodwill impairment analysis and recorded a non-cash goodwill impairment charge of $44,795 thereby, fully writing off its goodwill.

The contingent consideration forming part of the business combination consists of the issuance of 4,308,075 shares of common stock subject to Seanergy meeting certain targeted EBITDA of $72,000 to be earned between October 1, 2008 and September 30, 2009. Contingent consideration will be recorded, as additional purchase price, once the contingency is settled. It is considered at least reasonably possible in the near term that any additional goodwill amounts recorded upon achievement of the earn-out in 2009, may be impaired based on current market conditions.

The wholly owned subsidiaries of Seanergy Maritime Holdings Corp. (the Group) included in these unaudited condensed consolidated financial statements are as follows:

	Country of	Date of
Company	Incorporation	Incorporation	Vessel Name	Date of Delivery
Seanergy Management Corp.	Marshall Islands	May 9, 2008	N/A	N/A
Amazons Management Inc.	Marshall Islands	April 21, 2008	Davakis G.	August 28, 2008
Lagoon Shipholding Ltd.	Marshall Islands	April 21, 2008	Delos Ranger	August 28, 2008
Cynthera Navigation Ltd.	Marshall Islands	March 18, 2008	African Oryx	August 28, 2008
Martinique International Corp.	British Virgin Islands	May 14, 2008	Bremen Max	September 11, 2008
Harbour Business International Corp.	British Virgin Islands	April 1, 2008	Hamburg Max	September 25, 2008
Waldeck Maritime Co.	Marshall Islands	April 21, 2008	African Zebra	September 25, 2008

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, and the rules and regulations of the Securities and Exchange Commission (“SEC”) which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally included in consolidated financial statements prepared in conformity with generally accepted accounting principles in the United States. They should be

F-42

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 20-F.

The accompanying unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair presentation of its consolidated financial position and results of operations for the interim periods and are not necessarily indicative of the results that may be expected for the entire year.

2.   Significant Accounting Policies:

(a)   Recent accounting pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 141(R), “Business Combinations,” and FASB Statement No. 160, “Non-controlling Interests in Consolidated Financial Statements — an amendment to ARB No. 51.” FASB Statements No. 141(R) and No. 160 require most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “full fair value” and require non-controlling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with non-controlling interest holders. Both Statements are effective for periods beginning on or after December 15, 2008, and earlier adoption is prohibited. FASB Statement No. 141(R) will be applied to business combinations occurring after the effective date. FASB Statement No. 160 will be applied prospectively to all non-controlling interests, including any that arose before the effective date. All of the Company’s subsidiaries are wholly owned, so the adoption of Statement No. 160 did not impact its financial position and results of operations. These Statements affect Seanergy’s acquisitions consummated after January 1, 2009.

In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133.” FASB Statement No. 161 amends and expands the disclosure requirements of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The objective of FASB Statement No. 161 is to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. FASB Statement No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. FASB Statement No. 161 applies to all derivative financial instruments, including bifurcated derivative instruments (and non derivative instruments that are designed and qualify as hedging instruments pursuant to paragraphs 37 and 42 of FASB Statement No. 133) and related hedged items accounted for under FASB Statement No. 133 and its related interpretations. FASB Statement No. 161 also amends certain provisions of FASB Statement No. 131. FASB Statement No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. FASB Statement No. 161 encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of FASB Statement No. 161 did not have any impact on the Company’s financial statement presentation or disclosures.

In May 2009, the FASB issued Statement No. 165, Subsequent Events (“SFAS 165”). SFAS 165 requires entities to disclose the date through which they have evaluated subsequent events and whether the date corresponds with the release of their financial statements. This Statement is effective for interim and annual periods ending after June 15, 2009. SFAS 165 has been adopted in these financial statements (see Note 25).

F-43

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

In June 2009, the FASB issued FASB Statement No. 167, “Amendments to FASB Interpretation No. 46(R) (FAS 167), amending the consolidation guidance for variable-interest entities under FIN 46(R).” The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. Calendar year-end companies will have to apply FASB Statement No. 167 as of January 1, 2010. The Company is in the process of evaluating the effect of this standard in its financial statements.

In June 2009, the FASB issued Statement No. 168, the FASB accounting standards codification and the hierarchy of Generally Accepted Accounting Principles (“SFAS 168”). SFAS 168 will become the single source of authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”), superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting literature. SFAS 168 reorganizes hundreds of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections. SFAS 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. This will have an impact on the Company’s financial statements since all future references to authoritative accounting literature will be references in accordance with SFAS 168.

In June 2008, the FASB ratified EITF 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 addresses the determination of whether a financial instrument (or an embedded feature) is indexed to an entity’s own stock. EITF 07-5 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Seanergy has determined that its warrants are indexed to its own stock and equity classified and therefore the adoption of this standard did not have an effect on the Company’s financial statements.

FSP APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” FSP APB 14-1 requires issuers of convertible debt that may be settled wholly or partly in cash upon conversion to account for the debt and equity components separately. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those years and must be applied retrospectively to all periods presented. Early adoption is prohibited. The application of FSP APB 14-1 did not have any effect on the Company’s financial statements.

In April 2009, the FASB issued three related FSPs to clarify the application of FASB Statement No. 157 to fair-value measurements in the current economic environment, modify the recognition of other-than-temporary impairments of debt securities, and require companies to disclose the fair values of financial instruments in interim periods. The final Staff Positions are effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, if all three Staff Positions or both the fair-value measurements and other-than-temporary impairment Staff Positions are adopted simultaneously. These are FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability has Significantly Decreased and Identifying Transactions That Are Not Orderly,” FSP No. 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” and FSP No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments.” The application of these FSPs did not have a material effect on the Company’s financial statements.

FASB Staff Position No. FAS 157-4 provides guidance on how to determine the fair value of assets and liabilities under FASB Statement No. 157 in the current economic environment and re-emphasizes that the objective of a fair-value measurement remains an exit price. It does not change the requirements on the use of Level 1 inputs, which are defined in that Statement as quoted prices for an identical asset or liability in an active market. It provides guidance to determine whether there has been a significant decrease in the volume

F-44

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

and level of activity of the market when compared with “normal” market activity, the objective of which is to determine the point within the range of fair value estimates that is most representative of fair value under current market conditions FASB Staff Position FAS No. 115-2 and FAS 124-2 modify the requirements for recognizing other-than-temporarily impaired debt securities and significantly changes the existing impairment model for such securities. It also modifies the presentation of other-than-temporary impairment losses and increases the frequency of and expands already required disclosures about other-than-temporary impairment for debt and equity securities. The requirements on recognition apply to debt securities that are classified as available for-sale and held-to-maturity that are subject to existing other-than-temporary impairment guidance. Equity securities are not subject to the Staff Position’s requirements on recognition.

FASB Staff Position FAS 107-1 and APB 28-1 requires public companies to disclose the fair value of financial instruments within the scope of FASB Statement 107 in interim financial statements, adding to the current annual disclosure requirements, except with respect to concentration of credit risks of all financial instruments. It also adds a requirement for discussion of changes, if any, in the method used and significant assumptions made during the period.

3.   Transactions with Related Parties:

On May 20, 2008, companies affiliated with certain members of the Restis family collectively acquired a 9.62% interest in Seanergy Maritime Corp. On the same date, the Company also entered into the following agreements with companies wholly owned by member(s) of the Restis family:

•  The Master Agreement to purchase an aggregate of six dry bulk vessels from companies affiliated with certain members of the Restis family, for an aggregate purchase price of $404,876 including direct transaction costs plus contingent consideration (see Note 1).

•  A management agreement concluded with Enterprises Shipping and Trading S.A. (“EST”), a company wholly owned by a member of the Restis family, for the provision of technical management services relating to vessels for an initial period of two years from the date of signing.

•  A brokerage agreement was concluded with Safbulk Pty Ltd (“Safbulk”), a company wholly owned by the Restis family, for the provision of chartering services for an initial period of two years from the date of signing.

On May 26, 2008, time charter agreements for 11-13 month periods were concluded for the vessels with South African Maritime Corporation S.A. (“SAMC”), a company also owned by certain members of the Restis family (Notes 9 and 16).

On November 17, 2008, a lease agreement was entered into between Waterfront S.A, a company wholly owned by a member of the Restis family, for the lease of the executive offices.

On August 26, 2008, Seanergy obtained shareholders’ approval for the business combination, including the purchase of the six vessels from the Restis family which became effective on August 28, 2008. At this time the non-voting shareholders redeemed 6,370,773 shares of common stock thereby bring the total interest of the Restis family to approximately 74% which remains unchanged as of June 30, 2009.

On various dates from June 5, 2008 to May 14, 2009 companies affiliated with members of the Restis family purchased 13,777,415 shares of common stock from shareholders of Seanergy Maritime Holdings (the successor of Seanergy Maritime Corp.)

F-45

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

(a)   Management Agreement:

On May 20, 2008, a management agreement was concluded between the wholly owned subsidiary of the Company, Seanergy Management Corp. (“Seanergy Management”), and EST, an affiliate, for the provision of technical management services relating to vessels for an initial period of two years from the date of signing. The agreement will be automatically extended for successive one year periods, unless three months written notice by either party is given prior to commencement of the next period. The fixed daily fee per vessel in operation for the year ending December 31, 2009, was agreed at EUR 425.

The related expense for the three and six months ended June 30, 2009, amounted to $315 and $617, respectively and is included under management fees — related party in the accompanying condensed consolidated statements of operations.

On September 2, 2008, a service agreement was signed between the Company and EST, for consultancy services with respect to financing, dealing and relations with third parties and assistance in the preparation of periodic reports to shareholders for a fixed monthly fee of $5. The agreement expired on December 2, 2008 and was extended for a period of three months ending March 2, 2009.

The related expense for the three and six months ended June 30, 2009 amounted to $NIL and $10, respectively, and is included under general and administration expenses — related party (Note 20) in the accompanying condensed consolidated statements of operations.

Any services provided by EST to the Company for consultancy, financing, accounting, IT, legal or other expenses are invoiced as they are incurred.

(b)   Charter Agreements:

On May 26, 2008, time charter agreements for 11-13 month periods, expiring in September 2009, at a time charter daily rate of between $30 and $65, were concluded for the vessels with SAMC. The charter agreements provide for an address commission of 2.5% in favor of SAMC. The address commission amounted to $566 and $1,239 for the three and six months period ended June 30, 2009, respectively and is recorded net of revenue as commissions — related party in the accompanying condensed consolidated statements of operations.

(c)   Brokerage Agreement:

On May 20, 2008, a brokerage agreement was concluded with Safbulk, for the provision of chartering services for an initial period of two years from the date of signing. Safbulk will receive a chartering commission of 1.25% on the collected vessel revenue. The fees charged by Safbulk amounted to $283 and $619 for the three and six months ended June 30, 2009, respectively and are separately reflected as voyage expenses — related party in the accompanying condensed consolidated statements of operations.

(d)   Rental Agreement:

On November 17, 2008, a lease agreement was entered into with Waterfront S.A, for the lease of the executive offices. The initial lease term is from November 17, 2008 to November 16, 2011. Seanergy has the option to extend the term until February 2, 2014. The monthly lease payment is EUR 42. The rent charged by Waterfront S.A. for the three and six months ended June 30, 2009 amounted to $150 and $344, respectively (see Note 15) and is included under general and administration expenses — related party in the accompanying consolidated statements of operations (Note 20). The related rental guarantee of $180 is reflected in prepaid expenses and other current assets — related party in the accompanying June 30, 2009 condensed consolidated balance sheet (see Note 4).

F-46

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

(e)   Consultancy Agreement:

On December 15, 2008, Seanergy Management concluded an agreement with CKA Company S.A., a related party entity incorporated in the Marshall Islands. CKA Company S.A. is beneficially owned by the Company’s Chief Financial Officer. Under the agreement, CKA Company S.A. provides the services of the individual who serves in the position of Seanergy’s Chief Financial Officer. The agreement is for $220 per annum, payable monthly on the last working day of every month in twelve installments and is subject to increases as maybe approved by the compensation committee. The related expense for the three and six months ended June 30, 2009 amounted to $55 and $110, respectively and is included in general and administration expenses — related party in the accompanying condensed consolidated statements of operations.

(f)   V&P Law Firm (Vgenopoulos Partners):

Mr. Ioannis Tsigkounakis, a member of our Board of Directors is a partner of V&P Law Firm, which the Company has retained in connection with certain matters relating to vessel acquisitions and the drafting of a definitive agreement. There were no such expenses incurred for the six months ended June 30, 2009 and 2008.

(g)   Employment Agreements:

Seanergy entered into an employment agreement with its Chief Executive Officer. Under the agreement, the officer’s annual base salary is $400 and increases are subject to approval by the compensation committee. The related expense for the three and six months ended June 30, 2009 amounted to $100 and $200, respectively and is included under general and administration expenses — related party in the accompanying condensed consolidated statements of operations (see Note 20).

Seanergy Management has entered into an employment agreement in March 2009 with its Chief Executive Officer. The total net annual remuneration amounts to EUR 30.8 subject to any increases made from time to time by the compensation committee. The related expense for the three and six months ended June 30, 2009, included in general and administrative expenses — related party, amounted to $9 and $9, respectively.

Seanergy Management has entered into an employment agreement with its Chief Financial Officer. The total net annual remuneration amounts to EUR 23.8 subject to any increases made from time to time by compensation committee. The related expense for the three and six months ended June 30, 2009 amounted to $7 and $14, respectively and it is included under general and administration expenses — related party in the accompanying condensed consolidated statements of operations (see Note 20).

Each of the members of the Board of Directors receives fees of $40 per year. In addition, each of the three members of the Shipping Committee receive additional fees of $60 per year. The amounts for the three and six months ended June 30, 2009 totaled $170 and $343 respectively and are recorded in general and administration expenses — related party (see Note 20) in the accompanying condensed consolidated statements of operations.

4.   Prepaid Expenses and Other Current Assets — Related Parties:

The amounts in the accompanying condensed consolidated balance sheets are analyzed as follows:

	June 30,		December 31,
	2009		2008
Prepaid commission on hire — (see Note 3(b-c))		88		68
Office rental deposit (Waterfront SA — (see Note 3(d))		180		180
		268		248

F-47

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

5.   Cash and Cash Equivalents:

Cash and cash equivalents in the accompanying condensed consolidated balance sheets are analyzed as follows:

	June 30,		December 31,
	2009		2008
Cash at bank		4,161		9,011
Term deposits		42,861		18,532
		47,022		27,543

6.   Advances (Trade) to /Due to Related Party:

Advances (trade) to related party represent advances given to EST for working capital purposes of the six vessels’ operating activities in accordance with terms of the management agreement dated May 20, 2008 (see Note 3(a)).

According to this agreement, EST obtains cash advances as a manager of vessels and performs certain duties that include technical management and support services necessary for the operation and employment of the vessels.

As of June 30, 2009, the amount due to EST amounted to $218.

7.   Fixed Assets:

The amounts in the accompanying condensed consolidated balance sheets are analyzed as follows:

				Office Furniture
	Vessel Cost			and Fittings			Total Value
Cost:
Balance, December 31, 2007		—			—			—
— Additions (Note 1)		360,081			9			360,090
— Impairment charge		(4,530	)		—			(4,530	)
Balance December 31, 2008		355,551			9			355,560
— Additions		6			15			21
Balance June 30, 2009		355,557			24			355,581
Accumulated depreciation:
Balance, December 31, 2007		—			—			—
— Depreciation charge for the year		(9,929	)		—			(9,929	)
Balance December 31, 2008		(9,929	)		—			(9,929	)
— Depreciation charge for the six months ended June 30, 2009		(15,426	)		(4	)		(15,430	)
Balance June 30, 2009		(25,355	)		(4	)		(25,359	)
Net book value June 30, 2009		330,202			20			330,222
Net book value December 31, 2008		345,622			9			345,631

Following the business combination Seanergy took delivery of the six vessels indicated in Note 1.

F-48

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

The Company evaluates the carrying amounts of vessels and related dry-dock costs and periods over which long-lived assets are depreciated to determine if events have occurred which would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, management reviews certain indicators of potential impairment, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions.

The current economic and market conditions, including the significant disruptions in the global credit markets, are having broad effects on participants in a wide variety of industries. Since mid-August 2008, the charter rates in the dry bulk charter market have declined significantly, and dry bulk vessel values have also declined, both as a result of a slowdown in the availability of global credit and the significant deterioration in charter rates; conditions that the Company considered indicators of a potential impairment as of December 31, 2008.

The Company determines undiscounted projected net operating cash flows for each vessel and compares it to the vessel’s carrying value. The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days (based on a combination of Seanergy’s remaining charter agreement rates, two-year forward freight agreements and the most recent 10-year average historical one-year time charter rates available for each type of vessel) over the remaining economic life of each vessel, net of brokerage and address commissions, expected outflows for scheduled vessels’ maintenance, and vessel operating expenses assuming an average annual inflation rate of 2%. Fleet utilization was assumed at 98.6% in the Company’s exercise, taking into account each vessel’s off hire days of other companies operating in the dry bulk industry and historical performance.

A discount factor of 4.5% per annum, representing the Company’s incremental borrowing rate, was applied to the undiscounted projected net operating cash flows directly associated with and expected to arise as a direct result of the use and eventual disposition of the vessel, but only in the case where they were lower than the carrying value of vessels. This resulted in an impairment loss of $4,530 as at December 31, 2008.

There were no triggering events for further vessel impairment as of June 30, 2009.

The vessels, having a total carrying value of $330,202 at June 30, 2009, have been provided as collateral to secure the loans of each respective vessel discussed under Note 11.

On February 24, 2009, the African Zebra commenced its scheduled dry-docking, which was completed on July 20, 2009. Additionally, the Hamburg Max commenced its scheduled dry-docking on May 17, 2009, which was completed on June 23, 2009.

8.   Deferred Charges:

Deferred finance charges are analyzed as follows:

	Dry-Docking			Financing Costs			Total
December 31, 2008		—			2,757			2,757
Additions		2,245			—			2,245
Written-off		—			—			—
Amortization		(9	)		(388	)		(397	)
June 30, 2009		2,236			2,369			4,605

Amortization of Vessel Dry-docking.  Amortization of vessel dry-docking amounted to $9 and $9 for the three and six months ended June 30, 2009, respectively primarily due to timing of dry-docking costs relating to the M/V Hamburg Max.

F-49

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

Deferred finance charges are analyzed as follows:

	June 30,		December 31,
	2009		2008
Arrangement fee convertible promissory note due to shareholders, net of amortization (Note 10)		147		238
Long-term debt issuance costs, net of amortization (Note 11)		2,222		2,519
		2,369		2,757

The amortization of the promissory note arrangement fee and the debt issuance costs is included in interest and finance costs and interest and finance costs due to shareholders in the accompanying consolidated statements of operations and amounted to $183 ($32 and $150 for the promissory note arrangement fee and debt issuance costs, respectively) for the three months ended June 30, 2009 and $388 ($81 and $307 for the promissory note arrangement fee and debt issuance costs, respectively) for the six months ended June 30, 2009.

9.   Deferred Revenue — Related Party:

Deferred revenue in the accompanying condensed consolidated balance sheets as at June 30, 2009 and December 31, 2008 was $2,347 and $3,029, respectively. The amounts represent cash received from SAMC prior to the balance sheet dates and relate to revenue applicable to periods after such dates.

10.   Convertible Promissory Note Due to Shareholders:

In connection with the business combination, a convertible secured promissory note in the aggregate of $28,250 (face value) was issued to United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp. and Comet Shipholding Inc., Restis affiliate shareholders. The note is convertible into 2,260,000 shares of common stock at a conversion price of $12.50 per share. The note bears interest at a rate of 2.9% per annum payable upon the maturity date and matures in August 2010. The note was recorded at fair value on issuance at $29,043 (see Note 1). An arrangement fee of $288 is payable upon the note’s maturity date and was included in deferred charges with the offsetting credit to accrued charges on convertible promissory note due to shareholders (see Note 8). At the maturity date, the holders have the option to convert the note into common stock at a conversion price of $12.50 per share. Interest expense net of premium amortization ($67 and $181) for the three and six months ended June 30, 2009, amounted to $140 and $231 respectively, and is included in interest and finance costs — shareholders in the accompanying condensed consolidated statements of operations.

11.   Long-Term Debt:

			June 30,			December 31,
			2009			2008
(a	)	Reducing revolving credit facility		54,845			54,845
(b	)	Term facility		142,500			157,500
		Total		197,345			212,345
		Less-current portion		(23,250	)		(27,750	)
		Long-term portion		174,095			184,595

The long-term debt (the “Facility”) of up to $255,000 has been provided by Marfin Egnatia Bank S.A. (Marfin or lender) being available in two Facilities as described below. The Facility is guaranteed by Seanergy

F-50

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

Maritime Holdings Corp., the corporate guarantor, and by the individual vessel-owning companies. An arrangement fee of $2,550 was paid on the draw-down date and is included net of amortization in deferred finance charges in the accompanying condensed consolidated balance sheet (see Note 8).

(a)   Reducing Revolving Credit Facility

As of June 30, 2009, the Company had utilized $54,845 of the available reducing revolving credit facility which is equal to the lesser of $90,000 and an amount in dollars, which when aggregated with the amounts already drawn down under the term facility does not exceed 70% of the aggregate market values of the vessels and other securities held in favor of the lender to be used for the business combination and working capital purposes.

The reducing revolving credit facility bears interest at LIBOR plus 2.25% per annum. A commitment fee of 0.25% per annum is calculated on the daily aggregate un-drawn balance and un-cancelled amount of the revolving credit facility, payable quarterly in arrears from the date of the signing of the loan agreements. The relevant commitment fee for the six months ended June 30, 2009 on the un-drawn balance of $14 is recorded in interest and finance costs in the accompanying condensed consolidated statements of operations (see Note 21).

Commencing one year from signing the loan agreement, the revolving facility shall be reduced to the applicable limit available on such reduction date. The first annual reduction will reduce the available credit amount by $18,000 i.e. to $72,000 in August 2009, followed by five consecutive annual reductions of $12,000 and any outstanding balance to be fully repaid together with the balloon payment of the term loan facility i.e. the available credit amount in August 2010 will be $60,000, in August 2011 it will be $48,000, and so on.

Interest expense for the six months ended June 30, 2009 amounted to $763 and is recorded in interest and finance costs in the accompanying condensed consolidated statement of operations (see Note 21).

The weighted average interest rate on the revolving credit facility, including the spread, for the six months ended June 30, 2009 was approximately 2.765%.

(b)   Term Facility

The amounts in the accompanying condensed consolidated balance sheets are analyzed as follows:

					June 30,			December 31,
Borrower(s)				Vessel name	2009			2008
	(a	)	Amazons Management Inc.	Davakis G.		31,825			35,175
	(b	)	Lagoon Shipholding Ltd.	Delos Ranger		31,825			35,175
	(c	)	Cynthera Navigation Ltd	African Oryx		15,977			17,659
	(d	)	Martinique International Corp.	Bremen Max		24,873			27,491
	(e	)	Harbour Business International Corp.	Hamburg Max		25,909			28,636
	(f	)	Waldeck Maritime Co.	African Zebra		12,091			13,364
			Total			142,500			157,500
			Less-current portion			(23,250	)		(27,750	)
			Long-term portion			119,250			129,750

The vessel acquisition was financed by Marfin by an amortizing term facility equal to $165,000, representing 42% of the Vessels aggregate acquisition costs, excluding any amounts associated with the earn-out provision. On June 25, 2009, the Company repaid the third principal installment equal to $7,500 on the term facility.

F-51

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

The loan is repayable, commencing three months from the last drawdown or June 30, 2009, whichever is earlier, through twenty-eight consecutive quarterly principal installments out of which the first four principal installments will be equal to $7,500 each, the next four principal installments will be equal to $5,250 each and the final twenty principal installments equal to $3,200 each, with a balloon payment equal to $50,000 due concurrently with the twenty-eighth principal installment.

The loan bears interest at an annual rate of three month-LIBOR plus 1.5%, if the Company’s ratio of total assets to total liabilities is greater than 165%, which is to be increased to 1.75% if the ratio is equal or less than 165%.

The weighted average interest rate on the term facility, including the spread, for the six months ended June 30, 2009 was approximately 2.186%. Long-term debt is denominated in U.S. Dollars. Long-term debt interest expense for the first six months ended June 30, 2009 amounted to $1,684 and is included in interest and finance costs in the accompanying condensed consolidated statements of operations (see Note 21).

The annual principal payments on the term facility and the reducing revolving credit facility (based on the amount drawn down as of June 30, 2009) required to be made after June 30, 2009, is as follows:

			Reducing Revolving
	Term Facility		Credit Facility		Total
July 1, 2009 - June 30, 2010		23,250		—		23,250
July 1, 2010 - June 30, 2011		14,850		—		14,850
July 1, 2011 - June 30, 2012		12,800		6,845		19,645
July 1, 2012 - June 30, 2013		12,800		12,000		24,800
July 1, 2013 - June 30, 2014		12,800		12,000		24,800
Thereafter		66,000		24,000		90,000
		142,500		54,845		197,345

The Facility is secured by a first priority mortgage on the vessels, on a joint and several basis; first priority general assignment of any and all earnings, insurances and requisition compensation of the vessels and the respective notices and acknowledgements thereof; first priority specific assignment of the benefit of all charterers exceeding 12 calendar months duration and all demise charters in respect of the vessels and the respective notices and acknowledgements thereof to be effected in case of default or potential event of default to the absolute discretion of Marfin Egnatia Bank S.A.; assignment, pledges and charges over the earnings accounts held in the name of each borrower with the security trustee; undertakings by the technical and commercial managers of the vessels; negative pledge of the non-voters shares to be acquired; subordination agreement between the Facility and the Seller’s Note. All of the aforementioned securities will be on a full cross collateral basis.

The Facility includes covenants, among others, that require the borrowers and the corporate guarantor to maintain vessel insurance for an aggregate amount greater than the vessels’ aggregate market value or an amount equal to 130% of the aggregate of (a) the outstanding amount under both the revolving credit and term facilities and (b) the amount available for drawing under the revolving facility. The vessels’ insurance is to include as a minimum cover hull and machinery, war risk and protection and indemnity insurance, $1,000,000 for oil pollution and for excess oil spillage and pollution liability insurance. In addition mortgagees’ interest insurance on the vessels and the insured value to be at least 110% of the aggregate of the revolving credit and term facility.

In addition if a vessel is sold or becomes a total loss or the mortgage of the vessel is discharged on the disposal, Seanergy shall repay such part of the facilities as equal to the higher of the relevant amount or the amount in Dollars to maintain the security clause margin.

F-52

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

Other covenants include the following:

•  not to borrow any money or permit such borrowings to continue other than by way of subordinated shareholders’ loan or enter into any agreement for deferred terms, other than in any customary supplier’s credit terms or any equipment lease or contract hire agreement other than in ordinary course of business;

•  no loans, advances or investments in, any person, firm, corporation or joint venture or to officer, director, shareholder or customer or any such person;

•  not to assume, guarantee or otherwise undertake the liability of any person, firm, company;

•  not to authorize any capital commitments;

•  not to declare or pay dividends in any amount greater than 60% of the net cash flow of the Group as determined by the lender on the basis of the most recent annual audited financial statements provided, or repay any shareholder’s loans or make any distributions in excess of the above amount without the lenders prior written consent (see below for terms of waiver obtained on December 31, 2008);

•  not to change the Chief Executive Officer and/or Chairman of the corporate guarantor without the prior written consent of the lender;

•  not to assign, transfer, sell or otherwise or dispose vessels or any of the property, assets or rights without prior written consent of the lender;

•  to ensure that the members of the Restis and Koutsolioutsos families (or companies affiliated with them) own at all times an aggregate of at least 10% of the issued share capital of the corporate guarantor;

•  no change of control in the corporate guarantor without the written consent of the lender;

•  not to engage in any business other than the operation of the vessels without the prior written consent of the lender;

•  Security margin clause: the aggregate market values of the vessels and the value of any additional security shall not be less than (or at least) 135% of the aggregate of the outstanding revolving credit and term facilities and any amount available for drawing under the revolving facility, less the aggregate amount of all deposits maintained. A waiver dated December 31, 2008 has been received for the period that the vessels continue to be under their current charter agreements (see Note 3(b)). The waiver also stipulates that dividends will not be declared and/or any shareholders’ loans repaid without the prior written consent of Marfin.

Financial covenants include the following:

•  ratio of financial indebtedness to earnings, before interest, taxes, depreciation and amortization (EBITDA) shall be less than 6.5:1 (financial indebtedness or Net Debt are defined as the sum of all outstanding debt facilities minus cash and cash equivalents). The covenant is to be tested quarterly on a LTM basis (the “last twelve months”);

•  the ratio of last twelve months EBITDA to Net Interest Expense shall not be less than 2:1. The ratio of total liabilities to total assets shall not exceed 0.70:1;

•  unrestricted cash deposits, other than in the favor of the lender shall not be less than 2.5% of the financial indebtedness; and

F-53

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

•  average quarterly unrestricted cash deposits, other than in the favor of the lender shall not be less than 5% of the financial indebtedness.

The last three financial covenants listed above are to be tested on a quarterly basis, commencing on December 31, 2008 (where applicable). Seanergy was in compliance with these financial covenants as of June 30, 2009. On September 9, 2009, the Company received from Marfin an extension for the Minimum Value Clause waiver up until July 1, 2010 (see Note 25(e)).

12.   Capital Structure:

(a)   Common Stock

Seanergy Maritime Holdings Corp. was authorized to issue 100,000,000 shares of its common stock with a par value of $0.0001 per share. Seanergy Maritime Corp. was authorized to issue 89,000,000 shares of its common stock with a par value of $0.0001 per share.

There are 5,500,000 issued and outstanding shares of common stock that are held in escrow and will not be released from escrow before the first year anniversary of the business combination.

(b)   Warrants

On September 28, 2007, Seanergy Maritime Corp., pursuant to its public offering, sold 23,100,000 units, which included 1,100,000 units exercised pursuant to the underwriters’ over-allotment option, at a price of $10.00 per unit. Each unit consisted of one share of Seanergy Maritime Corp.’s common stock, $0.0001 par value, and one redeemable common stock purchase warrant. Each warrant entitles the holder to purchase from Seanergy Maritime Corp. one share of common stock at an exercise price of $6.50 per share commencing the later of the completion of a business combination with a target business or one year from the effective date of the public offering (September 30, 2008) and expires on September 28, 2011.

On September 28, 2007, and prior to the consummation of the public offering described above, all of Seanergy Maritime Corp.’s executive officers purchased from the Company an aggregate of 16,016,667 warrants at $0.90 per warrant in a Private Placement. All warrants issued in the Private Placement are identical to the warrants in the units sold in the public offering, except that:

(i) subject to certain limited exceptions, none of the warrants are transferable or saleable until after Seanergy Maritime Corp. completes a business combination;

(ii) the warrants are not subject to redemption if held by the initial holders thereof; and

(iii) the warrants may be exercised on a cashless basis if held by the initial holders thereof by surrendering these warrants for that number of shares of common stock equal to the quotient obtained by dividing the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the warrant price and fair value. The fair value is defined to mean the average reported last sales price of common stock for the 10 trading days ending on the third business day prior to the date on which notice of exercise is received. A portion of the proceeds from the sale of these insider warrants has been added to the proceeds from the public offering held in the Trust Account pending the completion of the Company’s initial business combination, with the balance held outside the Trust Account to be used for working capital purposes. No placement fees were payable on the warrants sold in the Private Placement. The sale of the warrants to executive officers did not result in the recognition of any stock-based compensation expense because they were sold at approximate fair market value.

F-54

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

Seanergy Maritime Corp. may call the warrants for redemption:

•  in whole and not in part,

•  at a price of $0.01 per warrant at any time,

•  upon a minimum of 30 days’ prior written notice of redemption, and if, and only if, the last sale price of the common stock equals or exceeds $14.25 per share for any 20 trading days within a 30 trading day period ending three business days prior to the notice of redemption to the warrant holders.

There is no cash settlement for the warrants.

Subsequently, the underwriter notified Seanergy Maritime Corp. that it was not going to exercise any of the remaining units as part of its over-allotment option. The common stock and warrants included in the units began to trade separately on October 26, 2007.

The total number of common stock purchase warrants amounted to 39,116,667 of which 132,000 warrants were exercised in 2008 at a price of $6.50 per share or $858. As of December 31, 2008, Seanergy Maritime Holdings Corp. has 38,984,667 common stock purchase warrants issued and outstanding at an exercise price of $6.50 per share, which became Seanergy’s obligations upon completion of Seanergy Maritime Corp.’s dissolution and liquidation. The fair market value of the warrants as of June 30, 2009 was $0.20 per warrant and at December 31, 2008 was $0.11 per warrant.

(c)   Registration Rights

The holders of the Company’s 5,500,000 issued and outstanding shares immediately prior to the completion of the public offering and the holders of the warrants to purchase 16,016,667 shares of common stock acquired in the private placement are entitled to registration rights covering the resale of their shares and the resale of their warrants and shares acquired upon exercise of the warrants. The holders of the majority of these shares are entitled to make up to two demands that the Company register their shares, warrants and shares that they are entitled to acquire upon the exercise of warrants. The holders of the majority of these shares can elect to exercise these registration rights at any time after the date on which these shares of common stock are released from escrow. In addition, these shareholders have certain “piggy-back registration” rights on registration statements filed subsequent to the date on which these shares of common stock are released from escrow. The Company will bear the expenses incurred in connection with the filing of any of the forgoing registration statements.

The unit purchase option and its underlying securities have been registered under the registration statement for the public offering; however, the option also grants holders demand and “piggy- back” registration rights for periods of five and seven years, respectively, from the date of the public offering. These rights apply to all of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities issuable on the exercise of the option, other than underwriting commissions incurred and payable by the holders.

13.   Dividends:

Pursuant to the Seanergy’s second amended and restated articles of incorporation dividends are required to be made to its public shareholders on a quarterly basis, equivalent to the interest earned on the trust less any taxes payable and exclusive of (i) up to $420 of interest earned on the Maxim’s deferred underwriting compensation and (ii) up to $742 of interest income on the proceeds in the Trust account that Seanergy was permitted to draw down in the event the over-allotment option was exercised in full on a pro-rata basis to its public shareholders until the earlier of the consummation of a business combination or liquidation, of which the date of the business combination was August 28, 2008.

F-55

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

On April 9, 2008, Seanergy paid dividends totaling $1,542 or $0.0668 per share, less permitted adjustments for interest earned on the deferred underwriting commission of $37.

Seanergy Maritime Corp.’s founding shareholders and the Restis affiliate shareholders have agreed for such one-year period to subordinate their rights to receive dividends with respect to the 5,500,000 original shares owned by them to the rights of Seanergy Maritime Corp.’s public shareholders, but only to the extent that Seanergy has insufficient funds to make such dividend payments.

Subsequent to the business combination the declaration and payment of any dividend is subject to the discretion of Seanergy’s board of directors and is dependent upon its earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in its loan agreements, the provisions of Marshall Islands law affecting the payment of dividends to shareholders and other factors. Seanergy’s board of directors may review and amend its dividend policy from time to time in light of its plans for future growth and other factors.

As a condition of the waiver from Marfin Egnatia Bank S.A. (see Note 11), dividends will not be declared without the prior written consent of Marfin Egnatia Bank S.A.

14.   Earnings Per Share:

The calculation of net income per common share is summarized below. The calculation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2009 and 2008 is based on the average closing price of the Company’s common stock.

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Basic:
Net income	$	7,167	$	920	$	19,283	$	2,015
Weighted average common shares outstanding		22,361,227		28,600,000		22,361,227		28,600,000
Net income per common share-basic	$	0.32	$	0.03	$	0.86	$	0.07
Diluted:
Net income	$	7,167	$	920	$	19,283	$	2,015
Interest expense on convertible promissory note due to shareholders	$	172	$	—	$	311	$	—
Diluted net income	$	7,340	$	2,015	$	19,594	$	2,015
Weighted average common shares outstanding		22,361,227		28,600,000		22,361,227		28,600,000
Effect of dilutive shares		2,260,000		12,548,398		2,260,000		12,267,846
Diluted weighted average common shares outstanding		24,621,227		41,148,398		24,621,227		40,867,846
Net income per common share-diluted	$	0.30	$	0.02	$	0.80	$	0.05

As of June 30, 2009, all outstanding warrants to acquire 38,984,667 shares of common stock were anti-dilutive. The underwriters’ purchase options (common shares of 1,000,000 and warrants of 1,000,000) were

F-56

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

anti-dilutive. Also anti-dilutive are 4,308,075 shares of common stock, whose issuance is contingent upon satisfaction of certain conditions, which have not been satisfied.

Thus, as of June 30, 2009, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS as mentioned above are:

Private warrants	16,016,667
Public warrants	22,968,000
Underwriters purchase options — common shares	1,000,000
Underwriters purchase options — warrants	1,000,000
Contingently-issuable shares — earn-out (Note 1)	4,308,075
Total	45,292,742

15.   Commitments and Contingencies:

Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying condensed consolidated financial statements.

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying condensed consolidated financial statements. A minimum of up to $1,000,000 of liabilities associated with the individual vessels actions, mainly for sea pollution, are covered by the Protection and Indemnity (P&I) Club insurance.

Rental expense for the six months ended June 30, 2009 amounted to $344 (see Note 3(d)). Fixed future minimum rent commitments as of June 30, 2009, were as follows:

Rental commitments
July 1, 2009 - June 30, 2010	713
July 1, 2010 - June 30, 2011	732
July 1, 2011 - June 30, 2012	281
Thereafter	—
Total	1,726

16.   Vessel Revenue — Related Party, Net:

For the three and six months ended June 30, 2009, the Company’s six vessels were employed under time charters with SAMC, with initial terms of 11-13 months, expiring in September 2009. Revenue on time charterer, of $22,067 and $48,309 is shown net of the address commission of 2.5%, amounting to $566 and $1,239, and net of off-hire expenses of $349 and $397 for the three and six months ended June 30, 2009, respectively.

F-57

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

17.   Direct Voyage Expenses:

The amounts in the accompanying condensed consolidated statements of operations are analyzed as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Bunkers		230		—		345		—
Port expenses		13		—		13		—
Other		49		—		80		—
Total		292		—		438		—

18.   Vessel Operating Expenses:

The amounts in the accompanying condensed consolidated statements of operations are analyzed as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Crew wages and related costs		1,422		—		2,801		—
Chemicals and lubricants		373		—		916		—
Repairs and maintenance		902		—		1,534		—
Insurance		218		—		453		—
Miscellaneous expenses		95		—		117		—
Total		3,010		—		5,821		—

19.   General and Administration Expenses:

The amounts in the accompanying condensed consolidated statements of operations are analyzed as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Auditors’ and accountants’ fees		418		—		482		—
Legal expenses		180		—		554		—
D&O insurance		28		—		55		—
Other employee salaries		48		—		72		—
Subscriptions		9		—		20		—
Transportation expenses		15		—		21		—
Professional fees		340		—		493		—
Other		247		137		444		597
Total		1,285		137		2,141		597

F-58

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

20.   General and Administration Expenses — Related Party:

The amounts in the accompanying condensed consolidated statements of operations are analyzed as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Office rental (Note 3(d))		150		—		344		—
Consulting fees (Note 3(e))		55		—		110		—
Salaries (Note 3(f))		107		—		214		—
Administrative fee (Note 3(a))		—		—		10		—
BoD remuneration (Note 3(f))		170		—		343		—
Total		482		—		1,021		—

21.   Interest and Finance Costs:

The amounts in the accompanying condensed consolidated statements of operations are analyzed as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2009			2008		2009		2008
Interest on long-term debt		818			—		1,684		—
Interest on revolving credit facility		369			—		763		—
Amortization of debt issuance costs		150			—		307		—
Commitment fee on un-drawn revolving credit facility		(8	)		—		14		—
Other		25			—		51		—
Total		1,354			—		2,819		—

22.   Interest Income — Money Market Funds:

Interest income of $1,057 and $2,612 for the three and six months ended June 30, 2008, respectively, represents interest on money market funds held in trust at an annualized tax exempt interest yield of 2.72%. There is no such income for the six months ended June 30, 2009 as the respective money market funds were used to fund the business combination referred to in Note 1. Interest income for the three and six months ended June 30, 2009 of $116 and $256, respectively, represents interest earned on term deposits at an annualized interest rate ranging from 0.65% to 1.10%.

23.   Financial Instruments:

The principal financial assets of the Company consist of cash and cash equivalents and advances (trade) to related party. The principal financial liabilities of the Company consist of long-term bank debt, trade accounts payable, a convertible promissory note and deferred revenue — related party.

(a)   Significant Risks and Uncertainties, including Business and Credit Concentration

As of June 30, 2009, the Company operates a total fleet of six vessels, consisting of two Panamax vessels, two Handysize vessels and two Supramax vessels. Of these six vessels, the Company acquired three on August 28, 2008, one on September 11, 2008 and the remaining two on September 25, 2008.

F-59

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

Vessel revenue is generated by charging customers for the transportation of dry bulk cargo. Vessel revenue is generated from time charters with SAMC, a company affiliated with members of the Restis family, with initial terms of 11-13 months expiring September 2009. The Company’s vessel revenue for the three and six months ended June 30, 2009 has been generated 100% from SAMC.

The Company cannot predict whether SAMC will, upon the expiration of its charters, re-charter the vessels on favorable terms or at all. If SAMC decides not to re-charter the Company’s vessels, the Company may not be able to re-charter them on similar terms. In the future, the Company may employ vessels in the spot market, which is subject to greater rate fluctuation than the time charter market. If the Company receives lower charter rates under replacement charters or is unable to re-charter all of the vessels, net revenue, operating income and operating cash flows will decrease or become negative. The Company generally does not have trade accounts receivable since the time charters are collected in advance. The vessels are chartered under time-charter agreements where, the charterer pays for the transportation service within one week of issue of the hire statement (invoice) which is issued approximately 15 days prior to the service, thereby supporting management of the trade accounts receivable.

Turbulence in the financial markets has led many lenders to reduce, and in some cases, cease to provide credit, including letters of credit, to borrowers. Purchasers of dry bulk cargo typically pay for cargo with letters of credit. The tightening of the credit markets has reduced the issuance of letters of credit and as a result decreased the amount of cargo being shipped as sellers determine not to sell cargo without a letter of credit. Reductions in cargo result in less business for charterers and declines in the demand for vessels.

These factors, combined with the general slow-down in consumer spending caused by uncertainty about future market conditions, impact the shipping business. As such, it is reasonably possible that future charter rates may further deteriorate which would have a significant impact on the Company’s operations.

(b)   Interest Rate Risk

The Company’s interest rates and long-term loan repayment terms are described in Note 11.

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents. The Company places its temporary cash and cash equivalents with Marfin Egnatia Bank S.A. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations.

F-60

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

Fair Value of Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at June 30, 2009 and December 31, 2008. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

	June 30, 2009				December 31, 2008
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:
Cash and cash equivalents		47,022		47,022		27,543		27,543
Advances (trade) to related party						577		577
Financial liabilities:
Long-term debt		197,345		197,345		212,345		212,345
Convertible promissory note due to shareholders		28,710		28,786		29,043		28,453
Trade accounts and other payables		465		465		674		674
Due to related party		218		218
Due to underwriters		133		133		419		419
Accrued expenses		1,864		1,864		541		541
Accrued interest		112		112		166		166
Accrued charges on convertible promissory note due to shareholders		983		983		420		420

The carrying amounts shown in the table are included in the condensed consolidated balance sheets under the indicated captions.

The fair values of the financial instruments shown in the above table as of June 30, 2009 and December 31, 2008 represent management’s best estimate of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

a. Cash and cash equivalents, advances (trade) to related party, trade accounts and other payables, due to underwriters, accrued expenses, and accrued interest: The carrying amounts approximate fair value because of the short maturity of these instruments.

b. Convertible promissory note: The fair value is determined by discounting the face value and applicable coupons which take into account the interest rate curve of the currency of the convertible note, the credit spread of the Company, the stock volatility, as well as any dividends paid by the Company.

c. Long-term debt: The carrying value approximates the fair market value as the long-term debt bears interest at floating interest rates.

F-61

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

(c)   Fair Value Hierarchy

The Company adopted FASB Statement No. 157 on January 1, 2008, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. This statement establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurement involving significant unobservable inputs (Level 3 measurement) The three levels of the fair value hierarchy are as follows:

Level 1:  Quoted market prices in active markets for identical assets or liabilities;

Level 2:  Observable market based inputs or unobservable inputs that are corroborated by market data;

Level 3:  Unobservable inputs that are not corroborated by market data.

As of June 30, 2009, no fair value measurements of assets or liabilities were recognized in the condensed consolidated financial statements.

(d)   Fair Value Option

FASB Statement No. 159 provides entities with an option to measure many financial instruments and certain other items at fair value. Under FASB Statement No. 159, unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each reporting period. Upon adoption of FASB Statement No. 159 on January 1, 2008, the Company has not elected to record its bank loans or fixed rate convertible promissory note — related party at fair value.

24.   Accrued Expenses:

Accrued expenses are comprised of the following amounts:

	Six Months Ended June 30,
	2009		2008
Accrued dry-docking costs		1,451		—
Accrued audit and financial advisory costs		193		460
Accrued voyage expenses		171		13
Accrued insurance and related liabilities		49		18
Other accrued liabilities		—		50
Total		1,864		541

25.   Subsequent Events:

We have evaluated subsequent events, if any, that have occurred after the balance sheet date but before the issuance of these financial statements and performed, where it was necessary, the appropriate disclosures for those events. The date of the evaluation of subsequent events is the same as the date the financial statements are issued, September 17, 2009. Further evaluation of subsequent events was performed through October 16, 2009.

(a) Agreement to acquire Bulk Energy Transport:  On July 14, 2009, the Company entered into an agreement with Constellation Bulk Energy Holdings, Inc. (“Seller”) to acquire Seller’s 50% ownership interest

F-62

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

in Bulk Energy Transport (Holdings) Limited (“BET”) for a nominal cash consideration. On August 13, 2009, the Company closed on its previously announced agreement to purchase a 50% ownership interest in BET from Constellation Bulk Energy Holdings, Inc. BET’s other equity owner is Mineral Transport Holdings, Inc. (“Mineral Transport”), which is an affiliate of members of the Restis family, one of the Company’s major shareholders. The purchase price for the shares was $1.00. We have preliminarily estimated that BET’s fair value of total and net assets at closing, is $167,500 and $15,600, respectively. Under the BET loan agreement, the BET subsidiaries are subject to operating and financial covenants that may affect BET’s business. The BET subsidiaries must assure the lenders that the aggregate market value of the BET vessels is not less than 125% of the outstanding amount of the BET loan. If the market value of the vessels is less than this amount, the BET subsidiaries must prepay an amount that will result in the market value of the vessels meeting this requirement or offer additional security to the lenders, and a portion of the debt may be required to be classified as current.

On September 30, 2009, BET entered into a supplemental agreement with Citibank International PLC (as agent for the syndicate of banks and financial institutions set forth in the loan agreement) in connection with the $222,000 amortized loan obtained by the six wholly owned subsidiaries of BET which financed the acquisition of their respective vessels. The material terms of the supplemental agreement with Citibank International PLC are as follows:

(1) the applicable margin for the period between July 1, 2009 and ending on June 30, 2010 (the amendment period) shall be increased to two per cent (2%) per annum;

(2) the borrowers to pay to the agent a restructuring fee of $286.198 and a part of the loan in the amount of $20,000; and

(3) the borrowers and the corporate guarantor have requested and the creditors consent to:

(a) the temporary reduction of the security requirement during the amendment period to 100%; and

(b) the temporary reduction of the minimum equity ratio requirement of the principal corporate guarantee to be amended from 0.30: 1.0 to 0.175:1.0 during the amendment period at the end of the accounting periods ending on December 31, 2009 and June 30, 2010.

(b) New time charter contracts:  On July 17, 2009, the Company entered into time charter contracts with MUR Shipping BV, a first class charterer, for its two handy dry bulk carriers, the M/V African Oryx and the M/V African Zebra, for a period of minimum 22 to 25 months at gross floor charter rates of $7.000 and $7.500, respectively per day and a 50% adjusted profit share to be distributed equally between owners and charterers calculated on average spot Time Charter Routes derived from the Baltic Supramax Index. The charters commenced on July 17, 2009 and July 20, 2009, respectively.

(c) Extension of time charter contracts:  The Company has extended its time charter contracts with the current charterer SAMC, in direct continuation for its two Panamax dry bulk carriers, the M/V Bremen Max and the M/V Hamburg Max, for a period of about 11 to 13 months. The M/V Bremen Max charter commenced on July 27, 2009 and the M/V Hamburg Max charter will commence on August 12, 2009. This employment is anticipated to generate $12,700 of gross revenues for the scheduled period of the charters.

(d) Amendment and conversion of the convertible promissory note issued in its business combination:  On August 19, 2009, the Company amended the convertible promissory note in the principal amount of $28,250 due on August 28, 2010, which was issued as partial consideration for the vessels it acquired in its business combination in August 2008, to reduce the conversion price. In connection with, and as a condition to, the reduction in the conversion price, holders of the note have converted the principal amount of the note and all accrued but unpaid fees and interest due thereunder into Seanergy common stock.

F-63

SEANERGY MARITIME HOLDINGS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(All amounts in footnotes in thousands of US Dollars, except for share and per share data)

(e) Waiver granted:  On September 9, 2009, the Company received a waiver from the Marfin Bank in connection with the $165,000 term facility and $54,845 revolving facility utilized, obtained in for the acquisition of the vessels it acquired in its business combination on August 2008. The material terms of the covenant waiver and amendment agreement with Marfin Bank are as follows: (1) the applicable margin throughout each waiver period shall be increased to: (i) 2.75% per annum in respect of each term advance, and (ii) 3.25% per annum in respect of each revolving advance, for each relevant interest period; (2) the Borrowers shall prepay the following repayment installments in the amounts and on the dates described below: (i) on September 25, 2009, the Borrowers shall pay the fifth (5th) repayment installment in the amount of $5,250; and (ii) on January 4, 2010, the Borrowers shall pay the sixth (6th) and seventh (7th) repayment installments, in the total amount of $10,500. The next eighth (8th) repayment installment will be repaid in September 2010 when such repayment installment is due and payable; and (3) on December 31, 2009 and on each date falling at semi-annual intervals thereafter throughout any waiver period, if the Borrowers have a surplus of funds over the Borrowers’ requirements for operation and maintenance of the ships during the relevant period, an amount equal to any such surplus earnings shall be transferred from the relevant earnings account to the Seanergy Holdings account and remain credited therein. The waiver will apply for a period up to July 1, 2010.

(f) The M/V Davakis G and the M/V Delos Ranger time charter contracts have expired during September 2009. The Company has employed the vessels for spot voyages, thus taking advantage of current favorable opportunities in the spot market, until the vessels are employed for period time charters.

F-64

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.:

We have audited the accompanying combined balance sheets of Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A. (together the “Group”) as of December 31, 2007 and 2006, and the related combined statements of income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2007. These combined financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

As discussed in Note 1 of the combined financial statements, the combined financial statements present the aggregated financial information of the six vessel-owning companies and an allocation of long-term debt. The combined financial statements may not necessarily be indicative of the Group’s financial position, results of operations, or cash flows had the Group operated as a separate entity during the period presented or for future periods.

/s/  KPMG Certified Auditors AE

Athens, Greece

June 16, 2008, except as to Note 20(i), which is as of July 25, 2008

F-65

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Combined Balance Sheet

as of December 31, 2007 and 2006

	Note		2007		2006
			(In thousands of
			US dollars)
ASSETS
Vessels, net		7		244,801		114,487
Due from related parties		19		—		480
Total non-current assets				244,801		114,967
Inventories		8		223		212
Trade accounts receivable and other assets		9		928		343
Due from related parties		19		5,833		3,841
Cash and cash equivalents		10		21		1,446
Total current assets				7,005		5,842
Total assets				251,806		120,809
EQUITY
Capital contributions		11		40,865		36,960
Revaluation reserve		7		154,384		25,119
Retained earnings				4,408		6,980
Total equity				199,657		69,059
LIABILITIES
Long-term debt, net		12		38,580		41,354
Total non-current liabilities				38,580		41,354
Current portion of long-term debt, net		12		9,750		8,420
Trade accounts payable		13		1,180		604
Accrued expenses		14		1,098		352
Deferred revenue				781		651
Due to related parties		19		720		353
Accrued interest expense				40		16
Total current liabilities				13,569		10,396
Total equity and liabilities				251,806		120,809

The notes on pages F-70 to F-90 are an integral part of these combined financial statements.

F-66

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Combined Statements of Income
For the three years ended December 31, 2007, 2006 and 2005

	Note		2007			2006			2005
			(In thousands of US dollars)
Revenue from vessels				32,297			15,607			17,016
Revenue from vessels — related party		19		3,420			10,740			10,140
				35,717			26,347			27,156
Direct voyage expenses		3		(82	)		(64	)		(139	)
				35,635			26,283			27,017
Expenses:
Crew costs		4		(2,803	)		(2,777	)		(1,976	)
Management fees — related party		19		(782	)		(752	)		(644	)
Other operating expenses		5		(3,228	)		(2,842	)		(3,085	)
Depreciation		7		(12,625	)		(6,567	)		(6,970	)
Impairment reversal/(loss)		7		—			19,311			(19,311	)
Results from operating activities				16,197			32,656			(4,969	)
Finance income		6		143			132			24
Finance expense		6		(2,980	)		(3,311	)		(2,392	)
Net finance cost				(2,837	)		(3,179	)		(2,368	)
Net profit/(loss) for the year				13,360			29,477			(7,337	)

The notes on pages F-70 to F-90 are an integral part of these combined financial statements

F-67

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Combined Statements of Changes in Equity
For the three years ended December 31, 2007, 2006 and 2005

					(Accumulated
					Deficit)/
	Capital		Revaluation		Retained
	Contributions		Reserve		Earnings			Total
	(In thousands of US dollars)
Balance at January 1, 2005		12,817		—		(3	)		12,814
Net (loss) for the year		—		—		(7,337	)		(7,337	)
Total recognized income and expense		—		—		(7,337	)		(7,337	)
Capital contributions		15,980		—		—			15,980
Dividends paid		—		—		(3,319	)		(3,319	)
Balance at December 31, 2005		28,797		—		(10,659	)		18,138
Net profit for the year		—		—		29,477			29,477
Revaluation of vessels		—		25,119		—			25,119
Total recognized income and expense		—		25,119		29,477			54,596
Capital contributions		8,163		—		—			8,163
Dividends paid		—		—		(11,838	)		(11,838	)
Balance at December 31, 2006		36,960		25,119		6,980			69,059
Net profit for the year		—		—		13,360			13,360
Revaluation of vessels		—		129,265		—			129,265
Total recognized income and expense		—		129,265		13,360			142,625
Capital contributions		3,905		—		—			3,905
Dividends paid		—		—		(15,932	)		(15,932	)
Balance at December 31, 2007		40,865		154,384		4,408			199,657

The notes on pages F-70 to F-90 are an integral part of these combined financial statements

F-68

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Combined Statements of Cash Flows
For the three years ended December 31, 2007, 2006 and 2005

	2007			2006			2005
	(In thousands of US dollars)
Cash flows from operating activities
Net profit/(loss)		13,360			29,477			(7,337	)
Adjustments for:
Depreciation		12,625			6,567			6,970
Impairment loss on trade accounts receivable and due from related parties		—			870			—
Impairment (reversal) loss on vessels		—			(19,311	)		19,311
Interest expense		2,914			3,272			2,371
Interest income		(143	)		(132	)		(13	)
		28,756			20,743			21,302
Due from related parties		(1,512	)		1,589			6,726
Inventories		(11	)		(56	)		(156	)
Trade accounts receivable and other assets		(585	)		(216	)		(768	)
Trade accounts payable		576			96			488
Accrued expenses		746			178			174
Deferred revenue		130			(260	)		911
Due to related parties		367			352			(144	)
		28,467			22,426			28,533
Interest paid		(2,890	)		(3,265	)		(2,364	)
Net cash from operating activities		25,577			19,161			26,169
Cash flows from investing activities
Interest received		143			132			13
Additions for vessels		(12,685	)		(5,038	)		(86,706	)
Dry-docking costs		(989	)		(1,568	)		(18	)
Net cash used in investing activities		(13,531	)		(6,474	)		(86,711	)
Cash flows from financing activities
Dividends paid		(15,932	)		(11,838	)		(3,319	)
Capital contributions		3,905			8,163			15,980
Proceeds from long-term debt		8,400			—			55,070
Repayment of long-term debt		(9,844	)		(7,573	)		(7,182	)
Net cash (used in) provided from financing activities		(13,471	)		(11,248	)		60,549
Net (decrease)/increase in cash and cash equivalents		(1,425	)		1,439			7
Cash and cash equivalents at January 1		1,446			7			—
Cash and cash equivalents at December 31		21			1,446			7

The notes on pages F-70 to F-90 are an integral part of these combined financial statements

F-69

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements
December 31, 2007 and 2006
(In thousands of US Dollars, except for share and per share data, unless otherwise stated)

1.   Business and basis of presentation

(a)   General

On May 20, 2008, companies affiliated with members of the Restis family collectively acquired a 9.62% interest in Seanergy Maritime Corp. (“Seanergy”) for $25 million in cash from existing shareholders and officers of Seanergy (the “Founders”) via the acquisition of 2,750,000 shares (the “Shares”) of the common stock (the “Common Stock”) of Seanergy and 8,008,334 warrants to purchase shares of Seanergy’s Common Stock (the “Warrants” and collectively with the Shares, the “Securities”). The Common Stock is subject to an Escrow Agreement dated September 24, 2007 entered into by the Founders pursuant to which the Shares remain in escrow with an escrow agent until the date that is 12 months after the consummation of a business combination such as that discussed in Note 20(d) (the “Business Combination”). The Warrants are subject to a Lock-Up Agreement dated September 24, 2007 (the “Lock-Up”) also entered into by the Founders pursuant to which the Warrants would not be transferred until the consummation of the Business Combination. On June 5, 2008 and June 10, 2008, a further 413,000 shares and 200,000 shares of common stock, respectively, were acquired by companies affiliated with members of the Restis family on the open market, thereby bringing their total interest in Seanergy to 11.76% (see Note 20(i)). However the voting rights associated with the Securities are governed by a voting agreement. Also on May 20, 2008 Seanergy, a Marshall Islands Corporation and its subsidiary Seanergy Merger Corp., a Marshall Islands Corporation (“Buyer”) entered into a Master Agreement pursuant to which the Buyer has agreed to purchase for an aggregate purchase price of: (i) $367,030 in cash; (ii) $28,250 in the form of a promissory note convertible to 2,260,000 shares of Buyer’s common stock at $12.50 per share; and (iii) up to 4,308,075 shares of Buyer’s common stock if Buyer achieves certain earnings before interest, tax and depreciation thresholds, six dry bulk vessels from companies associated with members of the Restis family, which include four second hand vessels and two new buildings, one of which was delivered on May 20, 2008 (see Note 20(c)). In connection with the foregoing, six Memoranda of Agreement were entered into with the vessel-owning companies indicated below.

The combined financial statements include the assets, liabilities and results of operations of the vessel-owning companies which include the second-hand dry bulk carriers and the two newbuildings (formerly Hull KA 215 and Hull KA 216) (together “the Group”). The vessel-owning companies which include the two newbuildings reflect no trading activities for all periods presented.

The combined financial statements include the following vessel-owning companies:

	Country of		Vessel Name or Hull
Vessel-Owning Company	Incorporation	Date of Incorporation	Number
Goldie Navigation Ltd.	Marshall Islands	November 23, 2004	African Zebra
Pavey Services Ltd.	British Virgin Islands	October 29, 2004	Bremen Max
Shoreline Universal Ltd.	British Virgin Islands	November 25, 2004	Hamburg Max
Valdis Marine Corp.	Marshall Islands	November 3, 2004	African Oryx
Kalistos Maritime S.A.	Marshall Islands	February 16, 2004	KA 215
Kalithea Maritime S.A.	Marshall Islands	February 16, 2004	KA 216

The vessel-owning companies with the second hand dry bulk vessels above are subsidiaries of Lincoln Finance Corp. (Lincoln), which in turn is a wholly owned subsidiary of Nouvelle Enterprises (Nouvelle). The vessel-owning companies with the new buildings (Hull numbers KA 215 and KA 216) are indirect wholly owned subsidiaries of First Financial Corporation (First). First is the controlling shareholder of the six vessel-owning companies. Lincoln, Nouvelle and First are incorporated under the laws of the Republic of the

F-70

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

Marshall Islands with registered offices at Trust Company Complex, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands and are owned by members of the Restis family.

The technical management of the Group is performed by Enterprises Shipping & Trading Company (EST), a corporation situated in Liberia, beneficially owned by certain members of the Restis family. EST provides the Company and other related vessel-owning companies with a wide range of shipping services that include technical support and maintenance, insurance advice, financial and accounting services for a fixed fee (refer to Note 19).

As of December 31, 2007 and 2006, the Group does not employ any executive officers or personnel other than crew aboard the vessels. The Directors of the six vessel-owning companies do not receive remuneration for the services they provide.

(b)   Basis of presentation

The combined financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).

These combined financial statements reflect all of the assets, liabilities, revenues and expenses and cash flows of the Group for all periods presented. These combined financial statements exclude the assets, liabilities, revenues, expenses and cash flows that do not belong to the Group. The combined financial statements may not necessarily be indicative of the Group’s financial position, results of operations or cash flows had the Group operated as a separate entity during the periods presented or for future periods.

The companies of the Group are included in the consolidated financial statements of Lincoln and First, however these companies are independent legal entities with separate accounting records. The companies of this Group have applied the same accounting policies as when they were included in the consolidated financial statements of Lincoln and First, respectively. Therefore, in these combined financial statements, all expenses, revenues, assets and liabilities refer specifically to the Group had it operated on a standalone basis and no allocation methodology for expenses or assets and liabilities was required, except for the long-term debt (refer to Note 12). Management believes the assumptions underlying the combined financial statements are reasonable. For the purposes of the transaction the balance sheet, statement of income, statement of changes in equity and statement of cash flows have been presented on a combined basis for a three-year period.

(c)   Statement of compliance

The combined financial statements were approved by the Directors of the Group on June 12, 2008.

(d)   Basis of measurement and functional presentation currency

These combined financial statements are prepared on the historical cost basis, except for the vessels which are measured at fair value. The combined financial statements are presented in US dollars ($), which is the functional currency of the vessel-owning companies in the Group. All financial information presented in US dollars has been rounded to the nearest thousand.

(e)   Use of estimates and judgments

The preparation of these combined financial statements in accordance with IFRS, requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

F-71

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. The estimates and assumptions that have the most significant effect on the amounts recognized in the combined financial statements, are estimations in relation to the revaluation of vessels, useful lives of vessels, impairment losses on vessels and on trade accounts receivable.

2.   Significant accounting policies

A summary of the significant accounting policies used in the presentation of the accompanying combined unaudited financial statements is presented below:

(a)   Principles of combination

The combined financial statements include the combined assets, liabilities and results of operations for the six vessel-owning companies (see Note 1).

Intercompany balances, transactions and unrealized gains and losses on transactions between the companies included in these combined financial statements have been eliminated in full.

All intercompany balances with entities outside the Group but which were originally included in the consolidated financial statements of Lincoln and First have not been eliminated and are presented as balances and transactions with related parties.

(b)   Foreign currency

Transactions in foreign currencies are translated to the functional currency using the exchange rates at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the foreign exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period and the amortized cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined. Foreign currency differences arising on translation are recognized in the combined statement of income.

(c)   Vessels

Vessels are originally recorded at cost less accumulated depreciation and accumulated impairment losses.

Vessel cost includes the contract price of the vessel and expenditure that is directly attributable to the acquisition of the vessel (initial repairs, delivery expenses and other expenditure to prepare the vessel for its initial voyage) and borrowing costs incurred during the construction period.

When parts of a vessel have different useful lives, they are accounted for as separate items (major components) of the vessels (see Note 2(d)).

Subsequent expenditures for major improvements are also recognized in the carrying amount if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. Routine maintenance and repairs are recognized in the combined statement of income as incurred.

F-72

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

Vessels are subsequently measured at fair value on an annual basis. Increases in the individual vessel’s carrying amount as a result of the revaluation is recorded in recognized income and expense and accumulated in equity under the caption revaluation surplus. The increase is recorded in the combined statements of income to the extent that it reverses a revaluation decrease of the related asset. Decreases in the individual vessel’s carrying amount is recorded in the combined statements of income as a separate line item. However, the decrease is recorded in recognized income and expense to the extent of any credit balance existing in the revaluation surplus in respect of the related asset. The decrease recorded in recognized income and expense reduces the amount accumulated in equity under the revaluation surplus. The fair value of a vessel is determined through market value appraisal, on the basis of a sale for prompt, charter-free delivery, for cash, on normal commercial terms, between willing sellers and willing buyers of a vessel with similar characteristics.

Depreciation is recognized in the combined statement of income on a straight line basis over the individual vessel’s remaining estimated useful life, after considering the estimated residual value. Each vessel’s residual value is equal to the product of its light-weight tonnage and estimated scrap rate.

Management estimates the useful life of the new vessels to be 25 years from the date of initial delivery from the shipyard. Second hand vessels are depreciated from the date of their acquisition over their remaining estimated useful life. Depreciation, useful lives and residual values are reviewed at each reporting date.

A vessel is derecognized upon disposal or when no future economic benefits are expected from its use. Gains or losses on disposal are determined by comparing the proceeds from disposal with the carrying amount of the vessel and are recognized in the combined statement of income.

(d)   Dry-docking costs

From time to time the Group’s vessels are required to be dry-docked for inspection and re-licensing at which time major repairs and maintenance that cannot be performed while the vessels are in operation are generally performed. The Group defers the costs associated with dry-docking as they are incurred by capitalizing them together with the cost of the vessel. The Group then depreciates these costs on a straight-line basis over the year until the next scheduled dry-docking, generally 2.5 years. In the cases whereby the dry-docking takes place earlier than in 2.5 years, the carrying amount of the previous dry-docking is derecognized. In the event of a vessel sale, the respective carrying values of dry-docking costs are written-off at the time of sale to the combined statement of income.

At the date of acquisition of a second-hand vessel, management estimates the component of the cost that corresponds to the economic benefit to be derived from capitalized dry-docking cost, until the first scheduled dry-docking of the vessel under the ownership of the Group, and this component is depreciated on a straight-line basis over the remaining period to the estimated dry-docking date.

(e)   Financial instruments

Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, long term debt and trade accounts payable. Non-derivative financial instruments are recognized initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as explained in notes (f) to (j) below.

The Group does not have any derivative financial instruments.

F-73

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

(f)   Trade accounts receivable

Trade accounts receivable are stated at their amortized cost using the effective interest method, less any impairment losses.

(g)   Insurance claim

The Group recognizes insurance claim recoveries for insured losses incurred on damage to vessels. Insurance claim recoveries are recorded, net of any deductible amounts, at the time the Group’s vessels suffer insured damages. Recoveries from insurance companies for the claims are provided if the amounts are virtually certain to be received. Claims are submitted to the insurance company, which may increase or decrease the claim’s amount. Such adjustments are recorded in the year they become virtually certain and were not material to the Group’s combined financial position or results of operation in 2007, 2006 and 2005.

(h)   Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits and certificates of deposit (term deposits) with original maturity of three months or less.

(i)   Trade and other amounts payable

Trade and other amounts payable are stated at amortized cost.

(j)   Long-term debt

Long-term debt is initially recognized at the fair value of the consideration received and is recorded net of issue costs directly attributable to the borrowing. After initial recognition, issue costs are amortized using the effective interest rate method and are recorded as finance expense in the combined statement of income.

(k)   Inventories

Inventories (lubricants) are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out principle.

(l)   Impairment of financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired.

A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment losses are recognized in the combined statement of income.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost, the reversal is recognized in the combined statement of income.

F-74

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

(m)   Impairment of non-financial assets

The carrying amounts of the Group’s non-financial assets, primarily vessels, other than inventories are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Vessels are individually tested for impairment (see Note 7).

The recoverable amount of vessels is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Recoverability for vessels is measured by comparing the carrying amount, including unamortized dry-docking and special survey costs, to the greater of fair value (see note 2(c)) less costs to sell or value in use. An impairment loss is recognized if the carrying amount of the vessel exceeds its estimated recoverable amount. Impairment losses are recognized in the combined statement of income.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists as a result of events or changes to conditions occurring after the impairment loss was recognized. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that had been recognized (see Note 7).

(n)   Dividends

There are no legal requirements to hold a shareholders’ meeting, nor is there a requirement in the vessel-owning companies’ Articles of Incorporation or Bylaws to distribute dividends. Dividends may be declared or paid out of profits resulting from current or preceding years. Thus the decision to distribute dividends is made by management of the Group and they are therefore recognized as a liability in the period in which they are declared by management.

(o)   Provisions

A provision is recognized as a result of a past event when the Group has a present legal or constructive obligation that can be reliably estimated and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows that reflect current market assessments of the time value of money and the risks specific to the liability.

(p)   Employee benefits

The Group has no obligations to defined contribution or defined benefit plans. Short-term employee benefits are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(q)   Revenue

The Group generates its revenues from charterers for the charter hire of its vessels. Vessels are chartered using time-charters, where a contract is entered into for the use of a vessel for a specific period of time and a specified daily charter hire rate. If a charter agreement exists and collection of the related revenue is reasonably assured, revenue is recognized and it is earned, ratably over the duration of the year of time-charter.

F-75

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

Deferred revenue represents invoices issued, or cash received in advance for services not yet rendered.

(r)   Vessel voyage and other operating expenses

Vessel voyage expenses primarily consisting of port, canal and bunker expenses that are unique to a particular charter are paid for by the charterer under time-charter arrangements. Vessel voyage and other operating expenses are expensed as incurred.

(s)   Finance income and expenses

Finance income comprises of interest income on funds invested and foreign currency gains. Interest income is recognized as it accrues, using the effective interest method.

Finance expense comprises of interest expense on borrowings, foreign currency losses and impairment losses on recognized financial assets. All borrowing costs are recognized in the combined statement of income using the effective interest method.

(t)   Income tax

Under the laws of the countries of the vessel-owning companies’ incorporation and/or vessels’ registration, the vessel-owning companies are not subject to tax on international shipping income but are subject only to certain minor registration and tonnage taxes that are charged to operating expenses as incurred. The vessel-owning companies however, are subject to United States federal income taxation in respect of income that is derived from the international operation of ships and the performance of services directly related thereto, unless exempt from United States federal income taxation. If the vessel-owning companies do not qualify for the exemption from tax, they will be subject to a 4% tax on its U.S. source income, imposed without the allowance for any deductions. For these purposes, U.S. source shipping income means 50% of the shipping income that will be derived by the vessel-owning companies that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.

The vessel-owning companies did not incur any U.S. source shipping income in 2007, 2006 and 2005. Therefore, the Group does not have any current income tax or deferred taxes as of December 31, 2007, 2006 and 2005.

(u)   Segment reporting

A segment is a distinguishable component of the Group that is engaged in providing related products or services (business segment) or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and returns that are different from the other segments. The Group reports financial information and evaluates its operations by charter revenues and not, for example, by a) the length of ship employment for its customers or b) the size of vessel. The Group does not have discrete financial information to evaluate the operating results for each type of charter. Although revenue can be identified for these charters, management cannot and does not identify expenses, profitability or other financial information for these charters. As a result, management, including the chief operating decision maker, reviews operating results by revenue per day and operating results of the fleet and thus the Group has determined that it operates under one reportable segment. Furthermore, when the Group charters a vessel to a charterer, the charter is free to trade the vessel worldwide and, as a result the disclosure of geographic information is impracticable. Also, as management of the Group monitors its results per revenue and not by customer, the geographical location of the customer is not relevant for segment information.

F-76

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

(v)   New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2007, and have not been applied in preparing these financial statements:

(i) IFRS 8 Operating Segments introduces the “management approach” to segment reporting. IFRS 8, which becomes mandatory for the financial statements of 2009, will require the disclosure of segment information based on the internal reports regularly reviewed by the Group’s Chief Operating Decision Maker in order to assess each segment’s performance and to allocate resources to them. The Group is evaluating the impact of this standard on the combined financial statements.

(ii) Revised IAS 23 Borrowing Costs removes the option to expense borrowing costs and requires that an entity capitalize borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Currently, the Group capitalizes interest on the construction of the vessels and therefore the revised IAS 23 which will become mandatory for the Group’s 2009 financial statements is not expected to have a significant effect on the Group’s financial statements.

(iii) IFRIC 11 IFRS 2 Group and Treasury Share Transactions requires a share-based payment arrangement in which an entity receives goods or services as consideration for its own equity instruments to be accounted for as an equity-settled share-based payment transaction, regardless of how the equity instruments are obtained. IFRIC 11 will become mandatory for the Group’s 2008 financial statements, with retrospective application required. This standard is not expected to have any significant impact on the combined financial statements as it is not relevant to the Group’s operations.

(iv) IFRIC 12 Service Concession Arrangements provides guidance on certain recognition and measurement issues that arise in accounting for public-to-private service concession arrangements. IFRIC 12, which becomes mandatory for the Group’s 2008 financial statements, is not expected to have any effect on the combined financial statements as it is not relevant to the Group’s operations.

(v) IFRIC 13 Customer Loyalty Programmes addresses the accounting by entities that operate, or otherwise participate in, customer loyalty programs for their customers. It relates to customer loyalty programs under which the customer can redeem credits for awards such as free or discounted goods or services. IFRIC 13, which becomes mandatory for the Group’s 2009 financial statements, is not expected to have any impact on the combined financial statements.

(vi) IFRIC 14 IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction clarifies when refunds or reductions in future contributions in relation to defined benefit assets should be regarded as available and provides guidance on the impact of minimum funding requirements (MFR) on such assets. It also addresses when a MFR might give rise to a liability. IFRIC 14 will become mandatory for the Group’s 2008 financial statements, with retrospective application required. IFRIC 14 is not expected to have any effect on the combined financial statements.

(vii) Revision to IAS 1, Presentation of Financial Statements:  The revised standard is effective for annual periods beginning on or after January 1, 2009. The revision to IAS 1 is aimed at improving users’ ability to analyze and compare the information given in financial statements. The changes made are to require information in financial statements to be aggregated on the basis of shared characteristics and to introduce a statement of comprehensive income. This will enable readers to analyze changes in equity resulting from transactions with owners in their capacity as owners (such as dividends and share repurchases) separately from ’non-owner’ changes (such as transactions with third parties). In response to comments received through the consultation process, the revised standard gives preparers of financial

F-77

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

statements the option of presenting items of income and expense and components of other comprehensive income either in a single statement of comprehensive income with sub-totals, or in two separate statements (a separate income statement followed by a statement of comprehensive income). Management is currently assessing the impact of this revision on the Group’s financial statements.

(viii) Revision to IFRS 3 Business Combinations and an amended version of IAS 27 Consolidated and Separate Financial Statements:  This standard is required to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after July 1, 2009. Earlier application is permitted. However, this standard will be applied only at the beginning of an annual reporting period that begins on or after June 30, 2007. If an entity applies this standard before July 1, 2009, it will be required to disclose that fact and apply IAS 27 (as amended in 2008) at the same time. The main changes to the existing standards include: (i) minority interests (now called non-controlling interests) are measured either as their proportionate interest in the net identifiable assets (the existing IFRS 3 requirement) or at fair value; (ii) for step acquisitions, goodwill is measured as the difference at acquisition date between the fair value of any investment in the business held before the acquisition, the consideration transferred and the net assets acquired (therefore there is no longer the requirement to measure assets and liabilities at fair value at each step to calculate a portion of goodwill); (iii) acquisition-related costs are generally recognized as expenses (rather than included in goodwill); (iv) contingent consideration must be recognized and measured at fair value at acquisition date with any subsequent changes in fair value recognized usually in the profit or loss (rather than by adjusting goodwill) and (v) transactions with non-controlling interests which do not result in loss of control are accounted for as equity transactions. Management is currently assessing the impact that these revisions will have on the Group.

(ix) Revision to IFRS 2 Share-based Payment:  The revision is effective for annual periods on or after January 1, 2009 and provides clarification for the definition of vesting conditions and the accounting treatment of cancellations. It clarifies that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. It also specifies that all cancellations, whether by the entity or other parties, should receive the same accounting treatment. The Group does not expect this standard to affect its combined financial statements as currently there are no share-based payment plans.

3.   Direct voyage expenses

	2007		2006		2005
Classification fees and surveys		8		6		33
Bunkers expenses		40		25		40
Port expenses		9		15		24
Tugs		2		3		27
Commission and fees		13		8		14
Insurance and other voyage expenses		10		7		1
		82		64		139

F-78

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

4.   Crew costs

	2007		2006		2005
Basic and supplementary wages		1,162		1,183		920
Overtime		633		635		500
Vacation		342		338		200
Bonus		448		88		48
Other crew expenses		218		533		308
		2,803		2,777		1,976

Crew costs represents the amounts due to the crew on board the vessels under short-term contracts, i.e. no more than 9 months. The Group is not obliged to contribute to any pension plans or post-employment benefits for the crew on board.

5.   Other operating expenses

	2007		2006		2005
Chemicals and lubricants		1,432		1,192		1,151
Repairs and maintenance		1,176		1,055		740
Insurance		566		558		424
Administration expenses for vessels		54		37		54
Reimbursement to time charters		—		—		716
		3,228		2,842		3,085

Reimbursements to time charters represent a fee for cancellation of contracts.

6.   Financial income and expense

	2007		2006		2005
Financial income:
Interest income		143		132		13
Foreign exchange gain		—		—		11
		143		132		24
Financial expense:
Interest expense		2,914		3,272		2,371
Amortization of finance costs		59		22		21
Foreign exchange loss		7		17		—
		2,980		3,311		2,392
Net finance cost		2,837		3,179		2,368

F-79

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

7.   Vessels Cost

				Advances to
				Shipyards
				for Vessels
				Under
	Vessels			Construction		Dry-Docking			Total
Cost
Balance at January 1, 2006		76,970			—		18			76,988
Additions		116			4,922		1,568			6,606
Revaluation		25,119			—		—			25,119
Reversal of impairment loss		19,311			—		—			19,311
Balance at December 31, 2006		121,516			4,922		1,586			128,024
Additions		24			12,661		989			13,674
Revaluation		129,265			—		—			129,265
Balance at December 31, 2007		250,805			17,583		2,575			270,963
Accumulated depreciation
Balance at January 1, 2006		(6,970	)		—		—			(6,970	)
Depreciation		(6,083	)		—		(484	)		(6,567	)
Balance December 31, 2006		(13,053	)		—		(484	)		(13,537	)
Depreciation		(11,795	)		—		(830	)		(12,625	)
Balance December 31, 2007		(24,848	)		—		(1,314	)		(26,162	)
Net book value January 1, 2006		70,000			—		18			70,018
Net book value December 31, 2006		108,463			4,922		1,102			114,487
Net book value December 31, 2007		225,957			17,583		1,261			244,801

During the year ended December 31, 2005, four vessel-owning companies took delivery of their vessels (African Zebra, Bremen Max, Hamburg Max and African Oryx). The total acquisition price amounted to $96,282, of which $9,576 was paid as an advance in 2004.

The estimated remaining useful lives of the Group’s vessels is between 3 to 16 years as of December 31, 2007.

Vessels are measured at fair value at year end. At December 31, 2005 the fair value of the individual vessels indicated that the carrying value of the individual vessels was impaired and as a result the Group recognized an impairment loss of $19,311 which is recorded as a separate line item in the combined statement of income since there was no revaluation surplus recorded in the combined statement of changes in equity (see note 2(c)). At December 31, 2006, due to the changing market conditions, the fair value exceeded the carrying value by $44,430 and accordingly an amount of $19,311 was recorded as a separate line item in the combined statement of income since it reversed a revaluation decrease recorded in the previous year. The remaining surplus of $25,119 is recorded as recognized income and expense under the caption revaluation reserve in the combined statement of changes in equity. At December 31, 2007 due to the prevailing positive market conditions, the fair value of the individual vessels exceeded the carrying amount and a revaluation surplus of $129,265 arose and is recorded as recognized income and expense under the caption revaluation reserve in the combined statement of changes in equity.

F-80

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

Kalistos Maritime S.A. and Kalithea Maritime S.A. have entered into shipbuilding contracts with a shipyard for the construction of two newbuildings with the expected delivery dates in 2008 (refer to Note 20(c)) and 2009, respectively. As of December 31, 2007 Kalistos Maritime S.A. and Kalithea Maritime S.A. were committed to the construction of these two vessels at a total contract cost of $47,640. Payments against the contract cost through December 31, 2007 and 2006 totaled $12,000 and $4,800, respectively, and are included under the caption advances to shipyards for vessels under construction. Capitalized interest included under the caption advances to shipyards for vessels under construction as of December 31, 2007 and 2006 amounted to $249 and nil, respectively.

8.   Inventories

	2007		2006
Lubricants		223		209
Other		—		3
		223		212

9.   Trade accounts receivable and other assets

	2007			2006
Charterers		1,237			717
Insurance claims		22			26
Prepayments for insurance premiums		238			209
Agents		48			33
Other		43			18
		1,588			1,003
Impairment loss (Note 15(b))		(660	)		(660	)
		928			343

10.   Cash and cash equivalents

	2007		2006
On demand		21		506
Term deposits		—		940
		21		1,446

11.   Capital contributions

The amounts shown in the combined balance sheet as capital contributions represent payments made by the shareholders at various dates to finance vessel acquisition in excess of the amounts of the bank loans obtained. There is no contractual obligation to repay the amounts.

F-81

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

The authorized share capitals of the companies that comprise the Group are analyzed as follows:

	Number of		Par Value per
Vessel-Owning Companies	Shares		Share
Goldie Navigation Ltd.		500		—
Pavey Services Ltd.		50,000	$	1
Shoreline Universal Ltd.		50,000	$	1
Valdis Marine Corp.		500		—
Kalistos Maritime S.A.		500		—
Kalithea Maritime S.A.		500		—

12.   Long-term debt

Long-term debt is analyzed as follows:

Borrower	2007		2006
Goldie Navigation Ltd.		5,858		7,279
Valdis Marine Corp.		8,576		10,684
Pavey Services Ltd.		12,134		15,124
Shoreline Universal Ltd.		13,390		16,687
Kalistos Maritime S.A.		5,026		—
Kalithea Maritime S.A.		3,346		—
Total		48,330		49,774
Less: Current portion		9,750		8,420
Long-term portion		38,580		41,354

The long-term debt, denominated in US Dollars, of Goldie Navigation Ltd., Valdis Marine Corp., Pavey Services Ltd. and Shoreline Universal Ltd. represents the amounts allocated to each vessel-owning company from the syndicated loan of $500,000 concluded on December 24, 2004 for the purchase of 32 vessels by each of 32 vessel-owning companies, with Lincoln and Nouvelle as corporate guarantors (the syndicated loan). The syndicated loan was allocated to each vessel-owning company based upon each vessel’s acquisition cost. The Group adjusts the amount outstanding each time one of the vessels in the syndicated loan is sold without repayment of the associated debt or a portion of the loan is paid and allocates it proportionately to the remaining vessels.

The long-term debt initially allocated to each vessel-owning company represents approximately 67.5% of the vessel acquisition cost. The syndicated loan is payable in variable principal installments plus interest at variable rates (LIBOR plus a spread of 0.875%) with an original balloon installment of $45,500 in March 2015. The balloon installment outstanding as of December 31, 2007 amounted to $26,153. The terms and conditions of the long-term debt for each vessel-owning company are the same as the syndicated loan (see Note 20(h)).

The long-term debt is secured by a mortgage on the vessels, a corporate guarantee of Lincoln and Nouvelle, and assignments on earnings, insurance and requisition compensation of the mortgaged vessel.

As of December 31, 2007 and 2006 the long-term debt of Goldie Navigation Ltd., Valdis Marine Corp., Pavey Services Ltd. and Shoreline Universal Ltd. represents the allocated amount of the remaining balance of the syndicated loan after taking into account vessel sales.

F-82

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

Details of the long-term debt, for each of the vessel-owning companies is as follows:

Goldie Navigation Ltd.:  The allocated initial amount for Goldie Navigation Ltd. was $9,460 to partly finance the acquisition of vessel African Zebra. At December 31, 2006, the outstanding balance was $7,306 ($7,279 net of deferred direct cost) payable in three equal quarterly principal installments of $422 and in thirty equal quarterly principal installments of $174 plus interest at floating rates (LIBOR plus a spread of 0.875%) with a balloon installment of $824 due in 2015. At December 31, 2007, the outstanding balance was $5,881 ($5,858 net of principal repayment of $1,425 in 2007 and deferred direct cost) payable in twenty-nine equal quarterly principal installments of $174 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $861 due in 2015.

Valdis Marine Corp.:  The allocated initial amount for Valdis Marine Corp. was $13,852 to partly finance the acquisition of vessel African Oryx. At December 31, 2006, the outstanding balance was $10,724 ($10,684 net of deferred direct cost) payable in three equal quarterly principal installments of $619 and in thirty equal quarterly principal installments of $253 plus interest at floating rates (LIBOR plus a spread of 0.875%) with a balloon installment of $1,262 due in 2015. At December 31, 2007, the outstanding balance was $8,612 ($8,576 net of principal repayment of $2,114 in 2007 and deferred direct cost) payable in twenty-nine equal quarterly principal installments of $254 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $1,261 due in 2015.

Pavey Services Ltd.:  The allocated initial amount for Pavey Services Ltd. was $19,595 to partly finance the acquisition of vessel Bremen Max. At December 31, 2006, the outstanding balance of $15,179 ($15,124 net of deferred direct cost) was payable in three equal quarterly principal installments of $880 and in thirty equal quarterly principal installments of $359 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $1,779 due in 2015. At December 31, 2007, the outstanding balance was $12,182 ($12,134 net of principal repayments of $3,000 in 2007 and deferred direct cost) payable in twenty-nine equal quarterly principal installments of $359 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $1,783 due in 2015.

Shoreline Universal Ltd.:  The allocated initial amount for Shoreline Universal Ltd. was $21,622 to finance the acquisition of the vessel Hamburg Max. At December 31, 2006, the outstanding balance of $16,747 ($16,687 net of deferred direct cost) was payable in three equal quarterly principal installments of $973 and in thirty equal quarterly principal installments of $396 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $1,943 due in 2015. At December 31, 2007, the outstanding balance was $13,443 ($13,390 net of principal repayments of $3,305 in 2007 and direct cost) payable in twenty-nine equal quarterly principal installments of $396 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $1,968 due in 2015.

The original loan agreements for all of the vessels include covenants deriving from the syndicated loan that require the vessel-owning companies to maintain minimum hull values in connection with the vessels’ outstanding loans, insurance coverage of the vessels against all customary risks. The corporate guarantors are required to have minimum levels of available cash and cash equivalents, liquidity funds on a consolidated basis of no less than $30,000, leverage ratio (defined as Debt to Total assets) not higher than 0.7:0.1 and net worth (total assets less the amount of the consolidated debt) not less than $250,000. In addition, the covenants do not permit the borrowers to sell the vessels and assets and change the beneficial ownership or management of the vessels, without the prior consent of the banks. The individual vessel-owning companies and the corporate guarantors are in compliance with the debt covenants as of December 31, 2007.

F-83

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

On June 23, 2006 Kalistos Maritime S.A., Kalithea Maritime S.A. and a third affiliated vessel-owning company entered into a loan facility of up to $20,160 and a guarantee facility of up to $28,800 each to be used to partly finance and guarantee the payment to the shipyards for the newbuilding.

Kalistos Maritime S.A.:  Kalistos Maritime S.A. loan facility is for up to $6,720, plus interest at variable rates (LIBOR plus a spread of 0.65%), to finance a portion of the construction cost of the Hull KA 215. Gross drawdowns against this facility in 2007 and 2006 amounted to $5,040 and nil, respectively ($5,026 in total, net of deferred direct costs). The loan is repayable in full at the earlier of December 18, 2008 and the date the newbuilding is delivered by the shipyard. The loan was repaid in March 2008 (see Note 20(c)).

Kalithea Maritime S.A.:  Kalithea Maritime S.A. loan facility is for up to $6,720 plus interest at variable rates (LIBOR plus a spread of 0.65%), to finance a portion of the construction cost of the Hull KA 216. Gross drawdowns against this facility in 2007 and 2006 amounted to $3,360 and nil, respectively ($3,346 in total, net of deferred direct costs). The loan is repayable in full at the earlier of May 18, 2009 and the date the newbuilding is delivered by the shipyard.

The weighted average effective interest rate for all long-term debt for the years ended December 31, 2007, 2006 and 2005 was approximately 6.1%, 6.12% and 4.16%, respectively. Interest expense for the years ended December 31, 2007, 2006 and 2005 amounted to $2,914, $3,272 and $2,371, respectively, and is included in finance expense in the accompanying combined statements of income.

The principal repayments are as follows:

									More
	Year of		1 Year		1 to 2		2 to 5		Than
	Maturity		or Less		Years		Years		5 Years		Total
31 December 2006		2015		8,420		4,724		14,171		22,459		49,774
31 December 2007		2015		9,750		4,724		14,171		19,685		48,330

13.   Trade accounts payable

	2007		2006
Suppliers		883		350
Insurance agents		167		125
Agents		16		—
Other		114		129
		1,180		604

14.   Accrued expenses

	2007		2006
Masters’ accounts		225		179
Expenses for vessels		784		120
Charterers’ accounts		51		35
Other		38		18
		1,098		352

F-84

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

15.   Financial instruments

Overview

The Group has exposure to the following risks from its use of financial instruments:

1 Credit risk;

2 Liquidity risk;

3 Market risk defined as interest rate risk and currency risk.

This note represents information about the Group’s exposure to cash of the above risks, the Group’s objectives, policies and processes for measuring and managing risk and the Group’s management of capital.

The Group does not enter into transactions involving derivative financial instruments (or otherwise engage in other hedging activities) to reduce exposure to fluctuations in interest and foreign exchange rates and these are subject to the risk of market rates changing subsequent to acquisition.

(a)   Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations in relation to each class of recognized financial assets. The maximum credit risk in relation to such assets is represented by the carrying amount of those assets in the combined balance sheets.

The main credit exposure is from trade accounts receivable, amounts due from related parties and cash and cash equivalents.

The Group places its cash and cash equivalents, consisting mostly of deposits, with financial institutions. The Group performs annual evaluations of the relative credit-standing of those financial institutions. Credit risk with respect to trade accounts receivable is generally managed by chartering vessels to established operators, rather than to more speculative or undercapitalized entities. The vessels are chartered under time-charter agreements where, per the industry practice, the charterer pays for the transportation service within one week of issue of the hire statement (invoice) which is issued approximately 15 days prior to the service, thereby supporting the management of trade receivables.

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.

As of December 31, 2007 and 2006 two charterers and one charterer, respectively, individually accounted for more than 10% of the Group’s trade accounts receivable as follows:

Charterer	2007			2006
B		50	%		100	%
E		43	%		—

F-85

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

For the years ended December 31, 2007, 2006 and 2005, three, three and two charterers, respectively, individually accounted for more than 10% of the Group’s revenue as follows:

Charterer	2007			2006			2005
A — related party (Note 19)		—			38	%		37	%
B		33	%		37	%		43	%
C		25	%		—			—
D		—			17	%		—
E		28	%		—			—

The aging of trade and other accounts receivable is as follows:

	2007		2006
Up to 30 days		928		243
Past due 31 — 120 days		—		100
Over 120 days		660		660
		1,588		1,003

The impairment loss of $660 relates to a disagreement with a specific charterer for a specific trip.

(b)   Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s policy is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due. Furthermore, Lincoln, Nouvelle and First are the guarantors of the loans and these entities pay the financial obligations on behalf of the vessel-owning companies. In addition, during the normal course of business, Lincoln, Nouvelle and First support the Group for working capital needs.

The Group aims to mitigate liquidity risk by managing cash generation from its operations, applying cash collection targets throughout the Group. The vessels are chartered under time-charter agreements where, per industry practice, the charterer pays for the transportation service in advance, supporting the management of cash generation.

Excess cash used in managing liquidity is only invested in financial instruments exposed to insignificant risk of change in market value, by being placed in interest-bearing deposits with maturities fixed at no more than 3 months.

The contractual terms of the Group’s interest bearing loans including estimated interest payments are depicted in Note 12.

(c)   Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will affect the future cash outflows of the Group’s long-term debt as the long-term debt is at variable rates.

F-86

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

The profile of interest-bearing financial assets and financial liabilities as of December 31, 2007 and 2006, is as follows. In addition, the associated cash flows are disclosed in Notes 10 and 12.

			Effective
	Note		Interest Rate			Total			1 Year or Less
2006
Term deposits		10		5.13	%		(940	)		(940	)
Bank loan		12		6.12	%		49,774			8,420
2007
Bank loan		12		6.1	%		48,330			9,750

(d)   Sensitivity analysis

In managing the interest rate risk the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings. Over the longer term, however, permanent changes in interest rates would have an impact on earnings.

At December 31, 2007 it is estimated that an increase of one percentage point in interest rates would decrease the Group’s net profit by approximately $483 (2006: $488).

(e)   Currency risk

The Group’s exposure to foreign currency risk is minimum. Amounts in foreign currencies are included in trade accounts payable and include amounts payable to suppliers in foreign denominated currencies and are analyzed as follows:

	US
	Dollars
2007
Euro		149
GBP, JPY, ZAR		88
2006
Euro		104
GBP, JPY, ZAR		89

(f)   Fair values

All amounts are shown at their fair value as they have a maturity of no more than twelve months, except for long-term debt. The carrying value of the Group’s long-term debt approximates fair value because the debt bears interest at floating rates.

16.   Capital Management

Management’s policy is to maintain a strong capital base so as to maintain creditor and market confidence and to sustain future development of the business. Management monitors the return on capital. There are no stock plans or options.

Each entity of the Group seeks to maintain a balance between long-term debt and capital. There are no capital requirements. In its funding strategy, the Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of debt. The Group’s policy with vessel acquisitions is that not more than 70% of the acquisition cost of vessels will be funded through borrowings. For all the acquisitions made, the bank financing was not more than 70% of the total acquisition cost.

F-87

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

17.   Contingencies

Various claims, suits and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operation of the Group’s vessels. Currently, management is not aware of any such contingent liabilities which should be disclosed or for which a provision should be established in the accompanying combined financial statements.

The Group accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities which should be disclosed, or for which a provision should be established in the accompanying combined financial statements.

18.   Commitments

As of December 31, 2007 and 2006 Kalistos Maritime S.A. and Kalithea Maritime S.A. are committed to the purchase of Hulls KA 215 and KA 216 for a total cost of $47,640.

19.   Related parties

The related party balances are:

	2007		2006
Due from related parties — non current
Due from EST		—		480
Due from related parties — current
Due from EST		480		—
Due from Lincoln		4,909		3,551
Charter revenue receivable from Swiss Marine Services S.A.		444		290
		5,833		3,841
Due to related parties — current
Due to EST		386		299
Due to First		334		54
		720		353

The related party transactions included in the combined statements of income are:

	2007			2006			2005
Voyage revenue (Swiss Marine Services S.A.)		3,420			10,740			10,140
Management fees (EST)		(782	)		(752	)		(644	)

The related parties identified are:

(a)   Directors

The directors of the Group do not receive remuneration for the non-executive services they offer. The identity and the description of the other related parties of the Group are given below.

F-88

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

(b)   EST

Each vessel-operating company of the Group has a management agreement with EST, to provide management services in exchange for a fixed fee per day for each vessel in operation and a fixed monthly fee per hull under construction. These agreements are entered into with an initial three-year term until terminated by either party upon written notice, in which case the agreements terminate within two months after the date notice was given. In the event that the agreement with EST is terminated, the fee payable to EST shall continue to be payable for three months from the termination date. In addition, EST provides crew for the vessel and receives a reimbursement for crew support costs for three months. Finally, if the agreement is terminated EST will receive crew severance costs of up to $50 per vessel. Management agreements with EST require the vessel-owning companies with vessels in operation, to make an interest-free advance of $120 each, to cover the working capital requirements arising from the handling of the majority of the expenditure generated from the vessels’ operations. This advance is made ten days before the delivery of the vessel for which EST is appointed as the manager.

(c)   Lincoln and First

Lincoln and First are the parent companies of the vessel and hull-owning companies, respectively (see Note 1(a)). The amounts due to and due from them represent expenses paid and funds collected on the Group’s behalf.

(d)   Swiss Marine Services S.A. (SwissMarine)

Based on charter party agreements, certain of the Group’s vessels are chartered to SwissMarine, an affiliated company, beneficially owned by certain members of the Restis family.

20.   Subsequent events

(a) Drawdowns on loan facility:  On January 28, 2008, Kalithea Maritime S.A. and Kalistos Maritime S.A. each drew down $1,680 representing the third installment of their loan facilities, in order to finance 70% of their third and fourth delivery payment installments, respectively for Hulls KA 216 and KA 215, respectively ($2,400 each).

(b) Loan facility:  On March 11, 2008, Kalithea Maritime S.A., Kalistos Maritime S.A. and another vessel-owning company not included in the Group signed a commitment letter for a preferred ship variable rate mortgage bank loan for up to $50,022 to finance a maximum of 70% of the acquisition of three vessels under construction at the shipyards.

The loan will bear interest at LIBOR plus a spread and will be repayable in equal consecutive quarterly installments of $230 commencing three months after the delivery date of the vessels with any unpaid balance on the final maturity date (May 2018) becoming due at that time as a balloon payment.

The covenants require, among others, the vessel-owning companies to maintain minimum hull values in connection with the vessels’ outstanding loans, insurance coverage of the vessels against all customary risks and to maintain a ratio of the fair market value of the vessels over the debt at a minimum of 125%. The Guarantor will require minimum levels of available cash and cash equivalents, liquidity funds on a consolidated basis not less than $10,000, leverage ratio (defined as total consolidated liabilities over total consolidated assets adjusted to reflect the market value of the vessels not to exceed 70%), not to have further indebtedness or issuing guarantees. In addition, the covenants do not permit the borrowers to sell the vessels and assets and change the beneficial ownership or management of the vessels, without the prior consent of the banks. First will be the guarantor of the loan.

F-89

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Combined Financial Statements — (Continued)
December 31, 2007 and 2006

(c) Delivery of Hull KA 215:  On May 20, 2008, Hull KA 215 (vessel Davakis G.) was delivered from the shipyard and the last installment of $11,820 was paid. To finance 70% of the vessel acquisition cost amounting to $23,820, a commitment letter for the preferred ship variable rate mortgage was concluded (see (b) above). The total drawdown against this mortgage was $16,674 which was used to repay the existing loan facility of $6,720 and the remaining drawdown was used to finance the vessel.

(d) Master Agreement:  On May 20, 2008, Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A. concluded the Master Agreement with Seanergy Merger Corp., Marshall Islands Corporations, to sell six dry bulk vessels which include four second-hand vessels and two newbuildings for an aggregate purchase price of $367,030 in cash, $28,250 in the form of a note convertible into 2,260,000 shares of Seanergy Marine Corp. common stock at a price of $12.50 per share and up to 4,308,075 shares of Seanergy Marine Corp. common stock if Seanergy Marine Corp. achieves a certain level of earnings before interest, taxes depreciation and amortization. Seanergy Maritime Corp. is expected, within thirty days of the closing, to file a registration statement. The Master Agreement specifies that EST will manage the fleet and a brokerage agreement with Safbulk Pty Ltd. (Safbulk) for the chartering of the fleet will also be entered into. In addition, time charters for all vessels will be entered into with South African Marine Corporation S.A. which will include a 3.75% address commission in favor of South African Marine Corporation S.A. Both these entities are affiliated and beneficially owned by certain members of the Restis family.

(e) Brokerage agreement:  On May 20, 2008, a brokerage agreement between a subsidiary of Seanergy Merger Corp. and Safbulk, was concluded for the provision of chartering services for an initial period of two years from the date of signing. Safbulk will receive a commission of 1.25% on the collected vessel revenue.

(f) Management agreement:  On May 20, 2008, a management agreement between a subsidiary of Seanergy Merger Corp. and EST was concluded for the provision of technical management services relating to the vessels for an initial period of two years from the date of signing. EST will be entitled to a fee of EURO 416 (four hundred and sixteen Euros) per vessel per day until December 31, 2008 thereafter adjusted on an annual basis as defined.

(g) Charter agreement:  On May 26, 2008, time charter agreements for 11 to 13-month periods at a time charter daily rate of between $30 and $65, were concluded for vessels African Oryx, African Zebra, Davakis G., Bremen Max, Hamburg Max and Hull KA 216 (Delos Ranger) with South African Marine Corporation S.A. which would become effective upon the consummation of the business combination.

(h) Payment of long term debt:  The outstanding total balloon installment as of December 31, 2007 of $26,153 (see Note 12) has been reduced to $23,702 as a result of the repayment of the syndicated loan arising from the sale of three vessels in 2008 included in three affiliated vessel-owning companies and therefore there will also be a reallocation (reduction) of approximately $1,264 to the long-term portion of the Group’s debt in 2008.

(i) Acquisition of common stock:  On July 15, 2008, a company affiliated with members of the Restis family purchased 2,896,171 shares of common stock from three shareholders of Seanergy for an aggregate purchase price of $28,610. On July 23 and 24, 2008, the same affiliated company purchased a total of 3,785,590 shares of common stock from two shareholders of Seanergy for an aggregate purchase price of $37,753. On July 23, 2008, another company affiliated with members of the Restis family purchased 70,000 shares of common stock of Seanergy in the open market for an aggregate purchase price of $691, bringing their total interest in Seanergy to 35.37%.

F-90

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Condensed Combined Unaudited Interim Balance Sheets
as of June 30, 2008 and December 31, 2007

			June 30,			December 31,
	Note		2008			2007
	(In thousands of US dollars)
ASSETS
Vessels, net		10		250,022			244,801
Total non-current assets				250,022			244,801
Inventories				458			223
Trade accounts receivable and other assets		11		1,605			928
Due from related parties		19		13,022			5,833
Cash and cash equivalents		12		4,161			21
Total current assets				19,246			7,005
Total assets				269,268			251,806
EQUITY
Capital contributions		13		48,769			40,865
Revaluation reserve				154,384			154,384
(Accumulated deficit) retained earnings				(2,613	)		4,408
Total equity				200,540			199,657
LIABILITIES
Long-term debt, net		14		48,520			38,580
Total non-current liabilities				48,520			38,580
Current portion of long-term debt, net		14		12,364			9,750
Trade accounts payable		15		3,234			1,180
Accrued expenses				862			1,098
Deferred revenue		16		2,339			781
Due to related parties		19		1,395			720
Accrued interest expense				14			40
Total current liabilities				20,208			13,569
Total equity and liabilities				269,268			251,806

The notes on pages F-95 to F-105 are an integral part of these condensed combined unaudited interim financial statements.

F-91

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Condensed Combined Unaudited Interim Statements of Income
For the six months ended June 30, 2008 and 2007

	Note		2008			2007
	(In thousands of US dollars)
Revenue from vessels				28,227			13,751
Revenue from vessels — related party		19		—			3,430
				28,227			17,181
Direct voyage expenses		6		(759	)		(60	)
				27,468			17,121
Expenses:
Crew costs		7		(2,143	)		(1,343	)
Management fees — related party		19		(411	)		(387	)
Other operating expenses		8		(1,831	)		(1,471	)
Depreciation		10		(16,314	)		(6,260	)
Results from operating activities				6,769			7,660
Finance income		9		36			81
Finance expense		9		(1,014	)		(1,540	)
Net finance cost				(978	)		(1,459	)
Net profit for the period				5,791			6,201

The notes on pages F-95 to F-105 are an integral part of these condensed combined unaudited interim financial statements.

F-92

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Condensed Combined Unaudited Interim Statements of Changes in Equity
For the six months ended June 30, 2008 and 2007

					(Accumulated
	Capital		Revaluation		Deficit)/Retained
	Contributions		Reserve		Earnings			Total
	(In thousands of US dollars)
Balance at December 31, 2006		36,960		25,119		6,980			69,059
Net profit for the period		—		—		6,201			6,201
Total recognized income and expense		—		—		6,201			6,201
Capital contributions		1,508		—		—			1,508
Balance at June 30, 2007		38,468		25,119		13,181			76,768
Balance at December 31, 2007		40,865		154,384		4,408			199,657
Net profit for the period		—		—		5,791			5,791
Total recognized income and expense		—		—		5,791			5,791
Capital contributions		7,904		—		—			7,904
Dividends paid		—		—		(12,812	)		(12,812	)
Balance at June 30, 2008		48,769		154,384		(2,613	)		200,540

The notes on pages F-95 to F-105 are an integral part of these condensed combined unaudited interim financial statements.

F-93

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Condensed Combined Unaudited Interim Statements of Cash Flows
For the six months ended June 30, 2008 and 2007

	2008			2007
	(In thousands of
	US dollars)
Cash flows from operating activities
Net profit		5,791			6,201
Adjustments for:
Depreciation		16,314			6,260
Interest expense		993			1,519
Interest income		(36	)		(81	)
		23,062			13,899
Due from related parties		(7,189	)		(8,467	)
Inventories		(235	)		(32	)
Trade accounts receivable and other assets		(677	)		(280	)
Trade accounts payable		2,054			295
Accrued expenses		(236	)		(55	)
Deferred revenue		1,558			91
Due to related parties		675			178
		19,012			5,629
Interest paid		(1,019	)		(1,535	)
Net cash from operating activities		17,993			4,094
Cash flows from investing activities
Interest received		36			81
Dry-docking costs		(521	)		(5,071	)
Additions for vessels		(21,014	)		(544	)
Net cash used in investing activities		(21,499	)		(5,534	)
Cash flows from financing activities
Dividends paid		(12,812	)		—
Capital contributions		7,904			1,508
Proceeds from long-term debt		21,635			3,360
Repayment of long-term debt		(9,081	)		(4,854	)
Net cash from financing activities		7,646			14
Net increase/(decrease) in cash and cash equivalents		4,140			(1,426	)
Cash and cash equivalents at January 1		21			1,446
Cash and cash equivalents at June 30		4,161			20

The notes on pages F-95 to F-105 are an integral part of these condensed combined unaudited interim financial statements.

F-94

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Condensed Combined Unaudited Interim Financial Statements

June 30, 2008 and December 31, 2007

(In Thousands of US dollars)

1   Business and basis of presentation

The combined financial statements include the assets, liabilities and results of operations of the following vessel-owning companies which include the second-hand dry bulk carriers and the two newbuildings (Davakis G. (formerly Hull KA 215) and Delos Ranger (formerly Hull KA 216) (together “the Group”). The vessel-owning company of the vessel Davakis G. reflects trading activities from May 20, 2008 and the vessel-owning company of the vessel Delos Ranger reflects no trading activities for all periods presented:

	Country of	Date of
Vessel-Owning Company	Incorporation	Incorporation	Vessel Name	Date of Delivery
Goldie Navigation Ltd.	Marshall Islands	November 23, 2004	African Zebra	January 3, 2005
Pavey Services Ltd.	British Virgin Islands	October 29, 2004	Bremen Max	January 26, 2005
Shoreline Universal Ltd.	British Virgin Islands	November 25, 2004	Hamburg Max	April 1, 2005
Valdis Marine Corp.	Marshall Islands	November 3, 2004	African Oryx	April 4, 2005
Kalistos Maritime S.A.	Marshall Islands	February 16, 2004	Davakis G.	May 20, 2008
Kalithea Maritime S.A.	Marshall Islands	February 16, 2004	Delos Ranger	August 22, 2008

The vessel-owning companies with the second hand dry bulk vessels above are subsidiaries of Lincoln Finance Corp. (Lincoln), which in turn is a wholly owned subsidiary of Nouvelle Enterprises (Nouvelle). The vessel-owning companies with the newbuildings (Davakis G. and Delos Ranger) are indirect wholly owned subsidiaries of First Financial Corporation (First). First is the controlling shareholder of the six vessel-owning Companies. Lincoln, Nouvelle and First are incorporated under the laws of the Republic of the Marshall Islands with registered offices at Trust Company Complex, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands and are owned by members of the Restis family.

The technical management of the Group is performed by Enterprises Shipping & Trading Company (EST), a corporation situated in Liberia, beneficially owned by certain members of the Restis family. EST provides the Company and other related vessel-owning companies with a wide range of shipping services that include technical support and maintenance, insurance advice, financial and accounting services for a fixed fee (refer to Note 19).

As of June 30, 2008 and December 31, 2007, the Group does not employ any executive officers or personnel other than crew aboard the vessels. The Directors of the six vessel-owning companies do not receive remuneration for the non-executive services they provide.

On May 20, 2008, companies affiliated with members of the Restis family collectively acquired a 9.62% interest in Seanergy Maritime Corp. (“Seanergy”) for $25 million in cash from existing shareholders and officers of Seanergy (the “Founders”) via the acquisition of 2,750,000 shares (the “Shares”) of the common stock (the “Common Stock”) of Seanergy and 8,008,334 warrants to purchase shares of Seanergy’s Common Stock (the “Warrants” and collectively with the Shares, the “Securities”). The Common Stock is subject to an Escrow Agreement dated September 24, 2007 entered into by the Founders pursuant to which the Shares remain in escrow with an escrow agent until the date that is 12 months after the consummation of a business combination. The Warrants are subject to a Lock-Up Agreement dated September 24, 2007 (the “Lock-Up”) also entered into by the Founders pursuant to which the Warrants would not be transferred until the consummation of the Business Combination. On June 5, 2008 and June 10, 2008, a further 413,000 shares and 200,000 shares of common stock, respectively, were acquired by companies affiliated with members of the Restis family on the open market, thereby bringing their total interest in Seanergy to 11.76%. On various dates from July 15, 2008 through August 11, 2008, a further 8,316,781 shares of common stock were acquired by companies affiliated with members of the Restis family either through the open market or directly from

F-95

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Condensed Combined Unaudited Interim Financial Statements — (Continued)
June 30, 2008 and December 31, 2007

shareholders, thereby bringing their total interest in Seanergy to 40.84% (see Note 20(d)). Following the shareholders’ approval on August 26, 2008 (see Note 20(b)), the non-voting shareholders redeemed 6,370,773 Seanergy shares and thereby bringing the total interest of the Restis family in Seanergy to 52.54% (see Note 20(d)). The voting rights associated with the Securities are governed by a voting agreement.

Also on May 20, 2008 Seanergy, a Marshall Islands Corporation and its subsidiary Seanergy Merger Corp., a Marshall Islands Corporation (“Buyer”) entered into a Master Agreement pursuant to which the Buyer agreed to purchase for an aggregate purchase price of: (i) $367,030 in cash; (ii) $28,250 in the form of a promissory note convertible to 2,260,000 shares of Buyer’s common stock at $12.50 per share; and (iii) up to 4,308,075 shares of Buyer’s common stock if Buyer achieves certain earnings before interest, tax and depreciation thresholds, six dry bulk vessels from companies associated with members of the Restis family, which include four second-hand vessels and two newbuildings, which were delivered on May 20, 2008 and August 22, 2008 (see Notes 10 and 20(a)). In connection with the foregoing, Seanergy entered into six Memoranda of Agreement with the vessel-owning companies.

2   Statement of compliance

The condensed combined unaudited interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) IAS 34 “Interim Financial Reporting”. They do not include all of the information required for full annual financial statements, and should be read in connection with the combined financial statements of the Group as of and for the year ended December 31, 2007.

These condensed combined unaudited interim financial statements were approved by the Directors of the Group on October 31, 2008.

3   Significant accounting policies

The accounting policies applied by the Group in the accompanying condensed combined unaudited interim financial statements are the same as those applied by the Group in its combined financial statements as of December 31, 2007.

4   Use of estimates and judgments

The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. The estimates and assumptions that have the most significant effect on the amounts recognized in the combined financial statements are estimations in relation to the revaluation of vessels, useful lives of vessels, impairment losses on vessels and on trade accounts receivable.

In preparing these condensed combined unaudited interim financial statements, the significant judgments made by management in applying the Group’s accounting policies and the sources of estimation uncertainty were the same as those that applied to the combined financial statements as of and for the year ended December 31, 2007, except for an increase in the estimated residual value of the vessels used in calculating depreciation, resulting in a lower depreciation charge to the condensed combined unaudited income statement for the six months ended June 30, 2008 of $1,053.

F-96

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Condensed Combined Unaudited Interim Financial Statements — (Continued)
June 30, 2008 and December 31, 2007

5   Financial risk management and capital management

The Group’s financial risk management and capital management objectives and policies are consistent with those disclosed in the combined financial statements as of and for the year ended December 31, 2007.

6   Direct voyage expenses

	2008		2007
Classification fees and surveys		1		4
Bunkers expenses		608		38
Port expenses		11		5
Tugs		—		2
Commission and fees		5		4
Insurance and other voyage expenses		—		7
Accrued voyage expenses		134		—
		759		60

7   Crew costs

	2008		2007
Basic and supplementary wages		654		579
Overtime		447		319
Vacation		218		164
Bonus		517		151
Other crew expenses		307		130
		2,143		1,343

Crew costs represent the amounts due to the crew on board the vessels under short-term contracts, i.e. no more than 9 months. The Group is not obliged to contribute to any pension plans or post-employment benefits for the crew on board.

8   Other operating expenses

	2008		2007
Chemicals and lubricants		837		689
Repairs and maintenance		508		458
Insurance		334		272
Other operating expenses		152		52
		1,831		1,471

F-97

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Condensed Combined Unaudited Interim Financial Statements — (Continued)
June 30, 2008 and December 31, 2007

9   Financial income and expense

	2008		2007
Financial income:
Interest income		36		81
Financial expense:
Interest expense		993		1,519
Amortization of finance costs		13		11
Foreign exchange loss, net		8		10
		1,014		1,540
Net finance cost		978		1,459

10   Vessels Cost

				Advances to
				Shipyards for
				Vessels Under
	Vessels			Construction			Dry-Docking			Total
Cost
Balance at January 1, 2007		121,516			4,922			1,586			128,024
Additions		24			12,661			989			13,674
Revaluation		129,265			—			—			129,265
Balance at December 31, 2007		250,805			17,583			2,575			270,963
Additions		675			20,339			521			21,535
Transfers		25,127			(25,127	)		—			—
Balance at June 30, 2008		276,607			12,795			3,096			292,498
Accumulated depreciation
Balance at January 1, 2007		(13,053	)		—			(484	)		(13,537	)
Depreciation		(11,795	)		—			(830	)		(12,625	)
Balance December 31, 2007		(24,848	)		—			(1,314	)		(26,162	)
Depreciation		(15,709	)		—			(605	)		(16,314	)
Balance June 30, 2008		(40,557	)		—			(1,919	)		(42,476	)
Net book value January 1, 2007		108,463			4,922			1,102			114,487
Net book value December 31, 2007		225,957			17,583			1,261			244,801
Net book value June 30, 2008		236,050			12,795			1,177			250,022

Kalistos Maritime S.A. and Kalithea Maritime S.A. had entered into shipbuilding contracts with a shipyard for the construction of two newbuildings with the expected delivery dates in 2008. On May 20, 2008, one newbuilding, vessel Davakis G., was delivered from the shipyard and the last installment of $11,820 was paid.

F-98

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Condensed Combined Unaudited Interim Financial Statements — (Continued)
June 30, 2008 and December 31, 2007

As of June 30, 2008 Kalithea Maritime S.A. was committed to the construction of its vessel, Delos Ranger, at a total contract cost of $23,820. Payments against the contract cost through June 30, 2008 totaled $12,000 and are included under the caption advances to shipyards for vessels under construction. The vessel Delos Ranger was delivered from the shipyard on August 22, 2008 (refer to Note 20(a)).

Capitalized interest included under the caption advances to shipyards for vessels under construction as of June 30, 2008 and December 31, 2007 amounted to $795 and $249 respectively.

On various dates in August 2008 and September 2008, the vessels were sold (refer to Note 20(b)).

11   Trade accounts receivable and other assets

	June 30,			December 31,
	2008			2007
Charterers		1,324			1,237
Insurance claims		14			22
Prepayments for insurance premiums		675			238
Agents		252			48
Other		—			43
		2,265			1,588
Impairment loss		(660	)		(660	)
		1,605			928

12   Cash and cash equivalents

	June 30,		December 31,
	2008		2007
On demand		61		21
Term deposits		4,100		—
		4,161		21

13   Capital contributions

Capital contributions represents payments made by the shareholders at various dates to finance vessel acquisitions in excess of the amounts of the bank loans obtained. There is no contractual obligation to repay the amounts.

F-99

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Condensed Combined Unaudited Interim Financial Statements — (Continued)
June 30, 2008 and December 31, 2007

14   Long-term debt

Long-term debt is analyzed as follows:

	June 30,		December 31,
Borrower	2008		2007
Goldie Navigation Ltd.		5,513		5,858
Valdis Marine Corp.		8,072		8,576
Pavey Services Ltd.		11,421		12,134
Shoreline Universal Ltd.		12,602		13,390
Kalistos Maritime S.A.		16,617		5,026
Kalithea Maritime S.A.		6,659		3,346
Total		60,884		48,330
Less: Current portion		12,364		9,750
Long-term portion		48,520		38,580

The weighted average effective interest rate for all long-term debt for the three months and six months ended 30, June 2008 and 2007 was approximately 4.61% and 6.23%, respectively. Interest expense for the six months ended 30, June 2008 and 2007 amounted to $993 and $1,519, respectively, and is included in finance expense in the accompanying condensed combined unaudited interim statements of income.

The principal repayments are as follows:

	Year of		1 Year or		1 to 2		2 to 5		More Than
	Maturity		Less		Years		Years		5 Years		Total
December 31, 2007		2015		9,750		4,724		14,171		19,685		48,330
June 30, 2008		2015		12,364		5,643		16,931		25,946		60,884

(a)   Goldie Navigation Ltd., Valdis Marine Corp., Pavey Services Ltd. and Shoreline Universal Ltd. loan facilities:

The long-term debt, denominated in US Dollars, of Goldie Navigation Ltd., Valdis Marine Corp., Pavey Services Ltd. and Shoreline Universal Ltd. represents the amounts allocated to each vessel-owning company from the syndicated loan of $500,000 concluded on December 24, 2004 for the purchase of 32 vessels by each of 32 vessel-owning companies, with Lincoln and Nouvelle as corporate guarantors (the syndicated loan). The syndicated loan was allocated to each vessel-owning company based upon each vessel’s acquisition cost. The Group adjusts the amount outstanding each time one of the vessels in the syndicated loan is sold without repayment of the associated debt or a portion of the loan is paid and allocates it proportionately to the remaining vessel-owning companies.

The long-term debt initially allocated to each vessel-owning company represents approximately 67.5% of the vessel acquisition cost. The syndicated loan is payable in variable principal installments plus interest at variable rates (LIBOR plus a spread of 0.875%) with an original balloon installment of $45,500 in March 2015. The balloon installment outstanding as of June 30, 2008 and December 31, 2007 amounted to $23,702 and $26,153, respectively.

The long-term debt is secured by a mortgage on the vessels, a corporate guarantee of Lincoln and Nouvelle, and assignments on earnings, insurance and requisition compensation of the mortgaged vessel.

F-100

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Condensed Combined Unaudited Interim Financial Statements — (Continued)
June 30, 2008 and December 31, 2007

The original loan agreements for all of the vessels include covenants deriving from the syndicated loan that require the vessel-owning companies to maintain minimum hull values in connection with the vessels’ outstanding loans, insurance coverage of the vessels against all customary risks. The corporate guarantors are required to have minimum levels of available cash and cash equivalents, liquidity funds on a consolidated basis of no less than $30,000, leverage ratio (defined as Debt to Total assets) not higher than 0.7:0.1 and net worth (total assets less the amount of the consolidated debt) not less than $250,000. In addition, the covenants do not permit the borrowers to sell the vessels and assets and change the beneficial ownership or management of the vessels, without the prior consent of the banks. The individual vessel-owning companies and the corporate guarantors are in compliance with the debt covenants as of June 30, 2008 and December 31, 2007.

Goldie Navigation Ltd.:  The allocated initial amount for Goldie Navigation Ltd. was $9,460 to partly finance the acquisition of vessel African Zebra. At December 31, 2007, the outstanding balance was $5,881 ($5,858 net of principal repayment of $1,425 in 2007 and deferred direct cost) payable in twenty-nine equal quarterly principal installments of $174 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $861 due in 2015. At June 30, 2008, the outstanding balance was $5,535 ($5,513 net of principal repayment of $346 in 2008 and deferred direct cost) payable in twenty-seven equal quarterly principal installments of $173 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $861 due in 2015. On September 25, 2008, the vessel African Zebra was sold and the outstanding amount in the syndicated loan was allocated proportionately to the remaining vessel-owning companies which were part of the original syndicated loan and whose vessels have not been sold (see Note (20c)).

Valdis Marine Corp.:  The allocated initial amount for Valdis Marine Corp. was $13,852 to partly finance the acquisition of vessel African Oryx. At December 31, 2007, the outstanding balance was $8,612 ($8,576 net of principal repayment of $2,114 in 2007 and deferred direct cost) payable in twenty-nine equal quarterly principal installments of $254 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $1,261 due in 2015. At June 30, 2008, the outstanding balance was $8,105 ($8,072 net of principal repayment of $507 in 2008 and deferred direct cost) payable in twenty-seven equal quarterly principal installments of $253 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $1,261 due in 2015. On August 28, 2008, the vessel African Oryx was sold and the outstanding amount in the syndicated loan was allocated proportionately to the remaining vessel-owning companies which were part of the original syndicated loan and whose vessels have not been sold (see Note (20c)).

Pavey Services Ltd.:  The allocated initial amount for Pavey Services Ltd. was $19,595 to partly finance the acquisition of vessel Bremen Max. At December 31, 2007, the outstanding balance was $12,182 ($12,134 net of principal repayments of $3,000 in 2007 and deferred direct cost) payable in twenty-nine equal quarterly principal installments of $359 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $1,783 due in 2015. At June 30, 2008, the outstanding balance was $11,465 ($11,421 net of principal repayment of $717 in 2008 and deferred direct cost) payable in twenty-seven equal quarterly principal installments of $359 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $1,783 due in 2015. On September 11, 2008, the vessel Bremen Max was sold and the outstanding amount in the syndicated loan was allocated proportionately to the remaining vessel-owning companies which were part of the original syndicated loan and whose vessels have not been sold (see Note (20c)).

Shoreline Universal Ltd.:  The allocated initial amount for Shoreline Universal Ltd. was $21,622 to finance the acquisition of the vessel Hamburg Max. At December 31, 2007, the outstanding balance was $13,443 ($13,390 net of principal repayments of $3,305 in 2007 and direct cost) payable in twenty-nine equal quarterly principal installments of $396 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a

F-101

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Condensed Combined Unaudited Interim Financial Statements — (Continued)
June 30, 2008 and December 31, 2007

balloon installment of $1,968 due in 2015. At June 30, 2008, the outstanding balance was $12,651 ($12,602 net of principal repayment of $791 in 2008 and deferred direct cost) payable in twenty-seven equal quarterly principal installments of $396 plus interest at variable rates (LIBOR plus a spread of 0.875%) with a balloon installment of $1,968 due in 2015. On September 25, 2008, the vessel Hamburg Max was sold and the outstanding amount in the syndicated loan was allocated proportionately to the remaining vessel-owning companies which were part of the original syndicated loan and whose vessels have not been sold (see Note (20c)).

(b)   Kalistos Maritime S.A. and Kalithea Maritime S.A.. loan facilities:

(i) Original loan facility:  On June 23, 2006 Kalistos Maritime S.A., Kalithea Maritime S.A. and a third affiliated vessel-owning company entered into a loan facility of up to $20,160 and a guarantee facility of up to $28,800 each to be used to partly finance and guarantee the payment to the shipyards for the newbuilding.

(ii) 2nd loan facility:  On March 11, 2008, Kalithea Maritime S.A., Kalistos Maritime S.A. and another vessel-owning company not included in the Group signed a commitment letter for a preferred ship variable rate mortgage bank loan for up to $50,022 to finance a maximum of 70% of the acquisition of three vessels under construction at the shipyards.

The loan bears interest at LIBOR plus a spread and is repayable in equal consecutive quarterly installments of $230 commencing three months after the delivery date of the vessels with any unpaid balance on the final maturity date (May 2018) becoming due at that time as a balloon payment.

The covenants require, among others, the vessel-owning companies to maintain minimum hull values in connection with the vessels’ outstanding loans, insurance coverage of the vessels against all customary risks and to maintain a ratio of the fair market value of the vessels over the debt at a minimum of 125%. The Guarantor will require minimum levels of available cash and cash equivalents, liquidity funds on a consolidated basis not less than $10,000, leverage ratio (defined as total consolidated liabilities over total consolidated assets adjusted to reflect the market value of the vessels not to exceed 70%), not to have further indebtedness or issuing guarantees. In addition, the covenants do not permit the borrowers to sell the vessels and assets and change the beneficial ownership or management of the vessels, without the prior consent of the banks. First will be the guarantor of the loan. The individual vessel-owning companies and the Guarantor are in compliance with the debt covenants as of June 30, 2008 and December 31, 2007.

Kalistos Maritime S.A.:  Kalistos Maritime S.A. loan facility (from the original loan facility) was for up to $6,720, plus interest at variable rates (LIBOR plus a spread of 0.65%), to finance a portion of the construction cost of Davakis G. Gross drawdowns against this facility at December 31, 2007 and June 30, 2008 amounted to $5,040 ($5,026 in total, net of deferred direct costs) and $1,680, respectively. The loan was repayable in full at the earlier of December 18, 2008 or the date the newbuilding was delivered by the shipyard. On May 20, 2008, vessel Davakis G. was delivered from the shipyard and the last building installment of $11,820 was paid. To finance 70% of the vessel acquisition cost amounting to $23,820, a commitment letter for a preferred ship variable rate mortgage was concluded (2nd facility). The total drawdown against this mortgage was $16,674 which was used to repay the original loan facility of $6,720 and the remaining drawdown was used to finance the vessel. At June 30, 2008, the outstanding balance was $16,617 net of deferred direct costs. On August 28, 2008, the vessel Davakis G. was sold and the related loan was repaid (refer to Note 20(b)).

Kalithea Maritime S.A.:  Kalithea Maritime S.A. loan facility (from the original loan facility) was for up to $6,720 plus interest at variable rates (LIBOR plus a spread of 0.65%), to finance a portion of the construction cost of Delos Ranger. Gross drawdowns against the original facility at December 31, 2007

F-102

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Condensed Combined Unaudited Interim Financial Statements — (Continued)
June 30, 2008 and December 31, 2007

amounted to $3,360 ($3,346 net of deferred direct costs). Gross cumulative drawdowns against this facility at June 30, 2008 amounted to $6,720 ($6,659 in total, net of deferred direct costs). The loan is repayable in full at the earlier of May 18, 2009 or the date the newbuilding is delivered by the shipyard. The vessel Delos Ranger was delivered on August 22, 2008 (refer to Note 20(a)). On August 28, 2008, the vessel Delos Ranger was sold and the related loan was repaid (refer to Notes 20(a) and 20(b)).

15   Trade accounts payable

	June 30,		December 31,
	2008		2007
Suppliers		2,463		883
Insurance agents		543		167
Other		228		130
		3,234		1,180

16   Deferred revenue

Deferred revenue represents voyages invoiced but not earned up to June 30, 2008.

17   Contingencies

Various claims, suits and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operation of the Group’s vessels. Currently, management is not aware of any such contingent liabilities which should be disclosed or for which a provision should be established in the accompanying condensed combined unaudited interim financial statements.

The Group accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities which should be disclosed, or for which a provision should be established in the accompanying condensed combined unaudited interim financial statements.

18   Commitments

As of June 30, 2008 Kalithea Maritime S.A. is committed to the purchase of Delos Ranger for a total cost of $23,820 (excluding capitalized interest of $795). Payments outstanding amount to $11,820 (see also Note 20(a)).

F-103

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Condensed Combined Unaudited Interim Financial Statements — (Continued)
June 30, 2008 and December 31, 2007

19   Related parties

The related party balances are:

	June 30,		December 31,
	2008		2007
Due from related parties — current
Due from EST		600		480
Due from Lincoln		11,978		4,909
Charter revenue receivable from Swiss Marine Services S.A.		444		444
		13,022		5,833
Due to related parties — current
Due to EST		1,020		386
Due to First		375		334
		1,395		720

The related party transactions included in the condensed combined unaudited statements of income for the six months ended June 30, 2008 and 2007 are:

	2008		2007
Voyage revenue (Swiss Marine Services S.A.)		—		3,430
Management fees (EST)		411		387

The related parties identified are:

(a)   Directors

The directors of the Group do not receive remuneration for the non-executive services they offer. The identity and the description of the other related parties of the Group are given below.

(b)   Lincoln and First

Lincoln and First are the parent companies of the vessel and hull-owning companies, respectively (see Note 1). The amounts due to and due from them represent expenses paid and funds collected on the Group’s behalf.

(c)   EST

Each vessel-owning company of the Group has a management agreement with EST, to provide management services in exchange for a fixed fee per day for each vessel in operation and a fixed monthly fee per hull under construction. These agreements are entered into with an initial three-year term until terminated by either party upon written notice, in which case the agreements terminate within two months after the date notice was given. In the event that the agreement with EST is terminated, the fee payable to EST shall continue to be payable for three months from the termination date. In addition, EST provides crew for the vessel and receives a reimbursement for crew support costs for three months. Finally, if the agreement is terminated EST will receive crew severance costs of up to $50 per vessel. Management agreements with EST require the vessel-owning companies with vessels in operation, to make an interest-free advance of $120 each, to cover the working capital requirements arising from the handling of the majority of the expenditure

F-104

Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd.,
Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A.

Notes to Condensed Combined Unaudited Interim Financial Statements — (Continued)
June 30, 2008 and December 31, 2007

generated from the vessels’ operations. This advance is made ten days before the delivery of the vessel for which EST is appointed as the manager.

(d)   Swiss Marine Services S.A. (SwissMarine)

Based on charter party agreements, certain of the Group’s vessels are chartered to SwissMarine, an affiliated company, beneficially owned by certain members of the Restis family.

20   Subsequent events

(a) Delivery of Delos Ranger:  On August 22, 2008, vessel Delos Ranger was delivered from the shipyard and the last installment of $11,820 (excluding capitalized interest of $795) was paid. To finance 70% of the vessel acquisition cost amounting to $23,820, a commitment letter for the preferred ship variable rate mortgage was concluded (see Note 14). The total drawdown against this mortgage on August 22, 2008 of $16,674 was used to repay the existing loan facility of $6,720 and the remaining drawdown was used to finance the vessel. The vessel Delos Ranger was sold on August 28, 2008 and the loan was repaid in full (see Note 20(b)).

(b) Sale of vessels:  On August 26, 2008, Seanergy approved the acquisition of the 6 dry bulk vessels from the Group and on August 28, 2008, September 11, 2008 and September 25, 2008, the Group sold its vessels to subsidiaries of Seanergy (see Note 1) for an aggregate sales price of $395,280 plus a contingent consideration as mentioned in Note 1.

(c) Settlement of long term debt:  The long-term debt (see Note 14), denominated in US Dollars, of Goldie Navigation Ltd., Valdis Marine Corp., Pavey Services Ltd. and Shoreline Universal Ltd. represents the amounts allocated to each vessel-owning company from the syndicated loan of $500,000 concluded on December 24, 2004 for the purchase of 32 vessels by each of 32 vessel-owning companies, with Lincoln and Nouvelle as corporate guarantors (the syndicated loan). The syndicated loan was allocated to each vessel-owning company based upon each vessel’s acquisition cost. The Group adjusts the amount outstanding each time one of the vessels in the syndicated loan is sold without repayment of the associated debt or a portion of the loan is paid and allocates it proportionately to the remaining vessel-owning companies. Therefore, as the vessels owned by these companies have been sold (see 20(b)), the outstanding balances will be allocated to the vessel-owning companies which were part of the original syndicated loan and whose vessels have not been sold.

(d) Acquisition of common stock:  On various dates from July 15, 2008 through August 11, 2008 companies affiliated with members of the Restis family purchased 8,246,781 shares of common stock from shareholders of Seanergy or from the open market for an aggregate purchase price of $82,013. On July 23, 2008, another company affiliated with members of the Restis family purchased 70,000 shares of common stock of Seanergy from the open market for an aggregate purchase price of $691, bringing their total interest in Seanergy to 40.84%. Following the shareholders’ approval on August 26, 2008 (see Note 20(b)), the non-voting shareholders redeemed 6,370,773 Seanergy shares thereby bringing the total interest of the Restis family in Seanergy to 52.54%.

Subsequent to October 13, 2008, companies affiliated with members of the Restis family purchased in open market transactions 4,454,134 shares of common stock for an aggregate purchase price of $23,618. Following these purchases of common stock, the total interest of the Restis family and its affiliates in Seanergy is 72%.

F-105

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED:

We have audited the accompanying consolidated balance sheets of BULK ENERGY TRANSPORT (HOLDINGS) LIMITED (together the “Group”) as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2008, and the period from December 18, 2006 (inception) to December 31, 2006. These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also, includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2008 and, the period from December 18, 2006 (inception) to December 31, 2006, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

/s/  KPMG Certified Auditors AE

Athens, Greece

September 11, 2009

F-106

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Consolidated Balance Sheets

December 31, 2008 and 2007

	Note		2008		2007
			In thousands of
			US Dollars
ASSETS
Vessels, net		7		276,753		430,053
Total non-current assets				276,753		430,053
Inventories		8		1,217		682
Trade accounts receivables and other assets		9		2,025		11,075
Due from related parties		18		16,094		2,913
Cash and cash equivalents		10		35,110		26,665
Total current assets				54,446		41,335
Total assets				331,199		471,388
EQUITY
Capital contributions		11		100,226		115,553
Revaluation reserve				68,972		208,562
Retained earnings/(accumulated deficit)				1,061		(4,754	)
Total equity				170,259		319,361
LIABILITIES
Long-term debt, net		12		134,152		116,208
Total non-current liabilities				134,152		116,208
Fair value of interest rate swap		15		6,935		922
Current portion of long-term debt, net		12		16,573		20,875
Trade accounts payable		13		2,091		2,699
Accrued expenses		14		457		262
Deferred revenue				212		342
Due to related parties		18		59		10,500
Accrued interest expense				461		219
Total current liabilities				26,788		35,819
Total equity and liabilities				331,199		471,388

The notes on page F-111 to F-129 are an integral part of these financial statements.

F-107

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Consolidated Statements of Income
For the years ended December 31, 2008 and 2007 and for the period
from December 18, 2006 (inception) to December 31, 2006

									Period from
									December 18,
									2006
									(Inception) to
									December 31,
	Note		2008			2007			2006
			In thousands of US Dollars
Revenue from vessels				60,859			5,362			—
Revenue from vessels — related party		18		168			—			—
				61,027			5,362
Direct voyage expenses		3		(1,981	)		(22	)		—
				59,046			5,340			—
Gain on sale of vessels		7		59,068			—			—
Expenses:
Crew costs		4		(5,213	)		(865	)		—
Management fees — related party		18		(1,941	)		(441	)		—
Other operating expenses		5		(6,788	)		(1,950	)		—
Depreciation		7		(41,824	)		(4,350	)		—
Impairment loss		7		(2,649	)		—			—
Results from operating activities				59,699			(2,266	)		—
Finance income		6		1,098			852			—
Finance expense		6		(16,094	)		(3,340	)		—
Net finance cost				(14,996	)		(2,488	)		—
Net profit/(loss) for the year				44,703			(4,754	)		—

The notes on page F-111 to F-129 are an integral part of these financial statements.

F-108

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Consolidated Statement of Changes in Equity
For the years ended December 31, 2008 and 2007 and for the period from
December 18, 2006 (inception) to December 31, 2006

							(Accumulated
							Deficit)/
	Capital			Revaluation			Retained
	Contributions			Reserve			Earnings			Total
	In thousands of US Dollars
Balance at December 18, 2006 (inception)		—			—			—			—
Net (loss) for the period		—			—			—			—
Total recognized income and expense		—			—			—			—
Balance at December 31, 2006		—			—			—			—
Net (loss) for the year		—			—			(4,754	)		(4,754	)
Revaluation of vessels		—			208,562			—			208,562
Total recognized income and expense		—			208,562			(4,754	)		203,808
Capital contributions		115,553			—			—			115,553
Balance at December 31, 2007		115,553			208,562			(4,754	)		319,361
Net profit for the year		—			—			44,703			44,703
Revaluation of vessels		—			(139,590	)		—			(139,590	)
Total recognized income and expense		—			(139,590	)		44,703			(94,887	)
Capital withdrawals		(23,512	)		—			—			(23,512	)
Capital contributions		8,185			—			—			8,185
Dividends paid		—			—			(38,888	)		(38,888	)
Balance at December 31, 2008		100,226			68,972			1,061			170,259

The notes on page F-111 to F-129 are an integral part of these financial statements.

F-109

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Consolidated Statements of Cash Flows
For the years ended December 31, 2008 and 2007 and for the period from
December 18, 2006 (inception) to December 31, 2006

							Period from
							December 18,
							2006 (Inception)
							to December 31,
	2008			2007			2006
	In thousands of US Dollars
Cash flows from operating activities
Net profit/(loss)		44,703			(4,754	)		—
Adjustments for:
Gain from sale of vessels		(59,068	)		—			—
Depreciation		41,824			4,350			—
Impairment loss on vessels		2,649			—			—
Fair value of interest rate swap		6,013			922			—
		36,121			518			—
Due from related parties		1,819			(2,913	)		—
Inventories		(535	)		(682	)		—
Trade accounts and other receivables		9,050			(575	)		—
Trade accounts payables		(609	)		2,698			—
Accrued expenses		195			262			—
Deferred revenue		(130	)		342			—
Due to related parties		(10,441	)		—			—
Accrued interest expense		242			219			—
Dry-docking costs		(3,349	)		(2,553	)		—
Net cash from/(used in) operating activities		32,363			(2,684	)		—
Cash flows from investing activities
Additions for vessels		(94,517	)		(223,288	)		—
Net proceeds from disposals of vessels		126,172			—			—
Net cash from/(used in) investing activities		31,655			(223,288	)		—
Cash flows from financing activities
Dividends paid		(53,888	)		—			—
Capital withdrawals		(23,512	)		—			—
Capital contributions		8,185			115,553			—
Proceeds from long-term debt		73,500			148,500			—
Payments of long-term debt		(59,858	)		(11,416	)		—
Net cash (used in)/provided from financing activities		(55,573	)		252,637			—
Net increase in cash and cash equivalents		8,445			26,665			—
Cash and cash equivalents at January 1		26,665			—			—
Cash and cash equivalents at December 31		35,110			26,665

The notes on page F-111 to F-129 are an integral part of these financial statements.

F-110

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of US Dollars, except for shares, unless otherwise stated

1  Business and basis of presentation

(a)   General

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED (the “Company” or “BET”) is registered and is incorporated under the laws of the Republic of the Marshall Islands. The Company was incorporated on December 18, 2006. The Company started operations in 2007. The consolidated financial statements of the Group comprise the Company and its subsidiaries (the “Group”).

The Group has two shareholders, Constellation Bulk Energy Holdings with 250 shares and Mineral TRSP-Holdings, an entity that belongs to certain members of the Restis family with 250 shares.

The consolidated financial statements include the following vessel-owning companies:

		Date of		Country of
Vessel Owning Company	Vessel Name	Incorporation	Date of Delivery	Incorporation
Quex Shipping Inc.	BET Commander	January 3, 2007	December 17, 2007	British Virgin Islands
Rossington Marine Corp.	BET Intruder	January 3, 2007	March 20, 2008	British Virgin Islands
Rayford Navigation Corp.	BET Prince	January 3, 2007	January 7, 2008	British Virgin Islands
Creight Development Inc.	BET Performer*	January 3, 2007	September 28, 2007	British Virgin Islands
Pulford Ocean Inc.	BET Scouter (ex Saldhana)	January 3, 2007	July 23, 2007	British Virgin Islands
Lewisham Maritime Inc.	BET Fighter (ex Ferosa)	January 3, 2007	August 29, 2007	British Virgin Islands

* The BET Performer was sold on July 10, 2008.

The Group provides worldwide ocean transportation services through the ownership of a fleet of six bulk-carrier vessels. The Group does not employ any executive officers or personnel other than the crew aboard the vessels.

The technical management of the Group is performed by. Enterprises Shipping and Trading S.A. (“EST”) which is owned by certain members of the Restis family. Constellation Energy Commodities Group Limited (“Constellation”) provides commercial management. Both EST and Constellation are considered related companies (Note 18). EST provides the Group and other vessel-owning companies with a wide range of services that include technical support and maintenance, insurance advice, financial and accounting services all provided for a fixed fee.

Constellation, a subsidiary of Constellation Bulk Energy Holdings, provides the Group with a wide range of services that include chartering services, voyage estimates and accounts, appointing agents etc. for a fee that is the lower between (a) a fixed fee or (b) one per cent (1%) of gross hire or freight earned. In addition, the Group has appointed both EST and Constellation to serve as administrator of the Group for a fixed fee. From September 23, 2008 and onwards, Constellation no longer charges the Group any fee for this service.

(b)   Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

(c)   Statement of compliance

The consolidated financial statements were approved by the Directors of the Group on April 23, 2009.

F-111

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

(d)   Basis of measurement and functional presentation currency

The consolidated financial statements are prepared on a historical cost basis, except for the vessels and interest rate swaps which are measured at fair value. The consolidated financial statements are presented in US dollars ($), which is the functional currency of the Group. All financial information presented in US dollars has been rounded to the nearest thousand.

(e)   Use of estimates and judgments

The preparation of these consolidated financial statements in accordance with IFRS, requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. The estimates and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements, are estimations in relation to the revaluation of vessels, useful lives of vessels, impairment losses on vessels and trade accounts receivable.

2  Significant accounting policies

A summary of the significant accounting policies used in the presentation of the accompanying consolidated financial statements is presented below:

(a)   Basis of consolidation

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Intercompany balances, transactions and unrealized gains and losses arising between the companies included in these consolidated financial statements have been eliminated in full.

(b)   Foreign currency

Transactions in foreign currencies are translated to the functional currency using the exchange rates at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the foreign exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period and the amortized cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date the fair value was determined. Foreign currency differences arising on translation are recognized in the consolidated statement of income.

(c)   Vessels

Vessels are originally recorded at cost less accumulated depreciation and accumulated impairment losses.

Vessel cost includes the contract price of the vessel and expenditure that is directly attributable to the acquisition of the vessel (initial repairs, delivery expenses and other expenditure to prepare the vessel for its initial voyage) and borrowing costs incurred during the construction period.

F-112

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

When parts of a vessel have different useful lives, they are accounted for as separate items (major components) of the vessels (see Note 2(d)).

Subsequent expenditures for major improvements are also recognized in the carrying amount if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. Routine maintenance and repairs are recognized in the consolidated statement of income as incurred.

Vessels are subsequently measured at fair value on an annual basis. Increases in the individual vessel’s carrying amount as a result of the revaluation are recorded in recognized income and expense and accumulated in equity under the caption revaluation reserve. The increase is recorded in the consolidated statement of income to the extent that it reverses a revaluation decrease of the related asset. Decreases in the individual vessel’s carrying amount are recorded in the consolidated statement of income as a separate line item. However, the decrease is recorded in recognized income and expense to the extent of any credit balance existing in the revaluation reserve in respect of the related asset. The decrease recorded in recognized income and expense reduces the amount accumulated in equity under the revaluation reserve. The fair value of a vessel is determined through market value appraisal, on the basis of a sale for prompt, charter-free delivery, for cash, on normal commercial terms, between willing sellers and willing buyers of a vessel with similar characteristics.

Depreciation is recognized in the consolidated statement of income on a straight line basis over the individual vessel’s remaining estimated useful life, after considering the estimated residual value. Each vessel’s residual value is equal to the product of its light-weight tonnage and estimated scrap rate.

Management estimates the useful life of the new vessels to be 25 years from the date of initial delivery from the shipyard. Secondhand vessels are depreciated from the date of their acquisition over their remaining estimated useful life. Depreciation, useful lives and residual values are reviewed at each reporting date.

A vessel is derecognized upon disposal or when no future economic benefits are expected from its use. Gains or losses on disposal are determined by comparing the proceeds from disposal with the carrying amount of the vessel and are recognized in the consolidated statement of income.

(d)   Dry-docking costs

From time to time the Group’s vessels are required to be dry-docked for inspection and re-licensing at which time major repairs and maintenance that cannot be performed while the vessels are in operation are generally performed. The Group defers the costs associated with dry-docking as they are incurred by capitalizing them together with the cost of the vessel. The Group then depreciates these costs on a straight-line basis over the year until the next scheduled dry-docking, generally 2.5 years. In the cases whereby the dry-docking takes place earlier than in 2.5 years, the carrying amount of the previous dry-docking is derecognized. In the event of a vessel sale, the respective carrying values of dry-docking costs are written-off at the time of sale to the consolidated statement of income.

At the date of acquisition of a secondhand vessel, management estimates the component of the cost that corresponds to the economic benefit to be derived from capitalized dry-docking cost, until the first scheduled dry-docking of the vessel under the ownership of the Group, and this component is depreciated on a straight-line basis over the remaining period to the estimated dry-docking date.

(e)   Financial instruments

Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, long-term debt and trade accounts payable. Non-derivative financial instruments are recognized initially at fair

F-113

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as explained in Notes (f) to (j) below.

The Group has certain derivative financial instruments, which are not held for trading, but are not designated in a qualifying hedge relationship, and therefore, all changes in their fair value are recognized immediately in the consolidated statement of income as a component of net finance costs.

(f)   Trade accounts receivable

Trade accounts receivable are stated at their amortized cost using the effective interest method, less any impairment losses.

(g)   Insurance claim

The Group recognizes insurance claim recoveries for insured losses incurred on damage to vessels. Insurance claim recoveries are recorded, net of any deductible amounts, at the time the Group’s vessels suffer insured damages. Recoveries from insurance companies for the claims are provided if the amounts are virtually certain to be received. Claims are submitted to the insurance company, which may increase or decrease the claim’s amount. Such adjustments are recorded in the year they become virtually certain and were not material to the Group’s consolidated statement of income in 2008, 2007 and 2006.

(h)   Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits and certificates of deposit (term deposits) with original maturity of three months or less.

(i)   Trade and other amounts payable

Trade and other amounts payable are stated at amortized cost.

(j)   Long-term debt

Long-term debt is initially recognized at the fair value of the consideration received and is recorded net of issue costs directly attributable to the borrowing. After initial recognition, issue costs are amortized using the effective interest rate method and are recorded as finance expense in the consolidated statement of income.

(k)   Inventories

Inventories (lubricants) are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out principle.

(l)   Impairment of financial costs

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired.

A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate.

F-114

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment losses are recognized in the consolidated statement of income.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost, the reversal is recognized in the consolidated statement of income.

(m)   Impairment of non-financial assets

The carrying amounts of the Group’s non-financial assets, primarily vessels, other than inventories are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Vessels are individually tested for impairment (see Note 7).

The recoverable amount of vessels is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Recoverability for vessels is measured by comparing the carrying amount, including unamortized dry-docking and special survey costs, to the greater of fair value (see Note 2(c)) less costs to sell or value in use. An impairment loss is recognized if the carrying amount of the vessel exceeds its estimated recoverable amount. Impairment losses are recognized in the consolidated statement of income.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists as a result of events or changes to conditions occurring after the impairment loss was recognized. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that had been recognized (see Note 7).

(n)   Dividends

There are no legal requirements to hold a shareholders’ meeting, nor is there a requirement in the Group’s Articles of Incorporation or Bylaws to distribute dividends. Dividends may be declared or paid out of profits resulting from current or preceding years. Thus the decision to distribute dividends is made by management of the Group and they are therefore recognized as a liability in the period in which they are declared by management.

(o)   Provisions

A provision is recognized as a result of a past event when the Group has a present legal or constructive obligation that can be reliably estimated and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows that reflect current market assessments of the time value of money and the risks specific to the liability.

(p)   Employee benefits

The Group has no obligations to defined contribution or defined benefit plans. Short-term employee benefits are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus arrangements if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

F-115

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

(q)   Revenue

The Group generates its revenues from voyage and time charterers. Revenue is recorded when a charter agreement exists and collection of the related revenue is reasonably assured. Revenue is recognized as it is earned, on a straight-line basis over the duration of each time charter.

Deferred revenue represents invoices issued, or cash received in advance for services not yet rendered.

(r)   Vessel voyage and other operating expenses

Vessel voyage expenses primarily consisting of port, canal and bunker expenses that are unique to a particular charter and are paid for by the charterer under time charter arrangements. Vessel voyage and other operating expenses are expensed as incurred.

(s)   Finance income and expenses

Finance income is comprised of interest income on funds invested and foreign currency gains. Interest income is recognized as it accrues, using the effective interest method.

Finance expense is comprised of interest expense on borrowings, foreign currency losses and impairment losses on recognized financial assets. All borrowing costs are recognized in the consolidated statement of income using the effective interest method.

(t)   Income tax

Under the laws of the countries of the vessel-owning companies’ incorporation and/or vessels’ registration, the vessel-owning companies are not subject to income tax on international shipping income but are subject only to certain minor registration and tonnage taxes that are charged to operating expenses as incurred. The vessel-owning companies however, are subject to United States federal income taxation in respect of income that is derived from the international operation of ships and the performance of services directly related thereto, unless exempt from United States federal income taxation. If the vessel-owning companies do not qualify for the exemption from tax, they will be subject to a 4% tax on its U.S. source income, imposed without the allowance for any deductions. For these purposes, U.S. source shipping income means 50% of the shipping income that will be derived by the vessel-owning companies that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.

The vessel-owning companies did not incur any U.S. source shipping income in 2008, 2007 and 2006. The Group met the specific criteria under the U.S. tax law to qualify for the exemption. Therefore, the Group does not have any current income tax or deferred taxes as of December 31, 2008, 2007 and 2006.

(u)   Segment reporting

A segment is a distinguishable component of the Group that is engaged in providing related products or services (business segment) or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and returns that are different from the other segments. The Group reports financial information and evaluates its operations by charter revenues and not, for example, by (a) the length of ship employment for its customers or (b) the size of vessel. The Group does not have discrete financial information to evaluate the operating results for each type of charter. Although revenue can be identified for these charters, management cannot and does not identify expenses, profitability or other financial information for these charters. As a result, management, including the chief operating decision maker, reviews operating results by revenue per day and operating results of the fleet and thus the Group has determined that it operates under one reportable segment. Furthermore, when the Group charters a vessel to a charterer, the

F-116

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

charterer is free to trade the vessel worldwide and, as a result the disclosure of geographic information is impracticable. Also, as management of the Group monitors its results by revenue per day and not by customer, the geographical location of the customer is not relevant for segment information.

(v)   New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2008, and have not been applied in preparing these consolidated financial statements:

IFRS 8 Operating Segments, which is applicable from January 1, 2009, introduces the “management approach” to segment reporting. The Group does not expect IFRS 8 to have any impact on the consolidated financial statements.

Revised IAS 23 Borrowing Costs removes the option to expense borrowing costs and requires that an entity capitalize borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. The revised IAS 23, which will become mandatory for the Group’s 2009 financial statements, is not expected to have a significant effect on the Group’s consolidated financial statements.

IFRIC 13 Customer Loyalty Programmes:  IFRIC 13 becomes mandatory for the Group’s 2009 financial statements. This IFRIC is not expected to have any impact on the consolidated financial statements.

Revised IAS 1 Presentation of Financial Statements:  The revised standard is effective for annual periods beginning on or after January 1, 2009. The revision to IAS 1 is aimed at improving users’ ability to analyze and compare the information given in financial statements. The changes made are to require information in financial statements to be aggregated on the basis of shared characteristics and to introduce a statement of comprehensive income. This will enable readers to analyze changes in equity resulting from transactions with owners in their capacity as owners (such as dividends and share repurchases) separately from ‘non-owner’ changes (such as transactions with third parties). In response to comments received through the consultation process, the revised standard gives preparers of financial statements the option of presenting items of income and expense and components of other comprehensive income either in a single statement of comprehensive income with sub-totals, or in two separate statements (a separate income statement followed by a statement of comprehensive income). Revised IAS 1 is not expected to have a significant impact on the presentation of the Group’s consolidated financial statements for 2009.

Revised IFRS 3 Business Combinations:  This standard is required to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after July 1, 2009. Earlier application is permitted. Revised IFRS 3 is not expected to have any impact on the Group’s consolidated financial statements.

Amendment to IFRS 2 Share-based Payment:  The revision is effective for annual periods beginning on or after January 1, 2009. The Group does not expect this standard to have any effect on the consolidated financial statements.

IFRIC 15 Agreements for the Construction of Real Estate:  This interpretation is effective for annual periods beginning on or after January 1, 2009 and will not have any impact on the consolidated financial statements.

IFRIC 16 Hedges of a Net Investment in a Foreign Operation:  This interpretation is effective for annual periods beginning on or after October 1, 2008 and will not have any impact on the consolidated financial statements.

F-117

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

Reclassification of Financial Assets: Amendments to IAS 39 Financial Instruments: Recognition and measurement and IFRS 7 Financial Instruments: Disclosure:  These amendments are applicable from July 1, 2008 prospectively. Furthermore, amendments have been made to IFRS 7 to ensure disclosure is made of the above reclassifications, which are also applicable from July 1, 2008 and will not have any impact on the consolidated financial statements.

Eligible Hedged Items Amendment to IAS 39 Financial instruments: Recognition and measurement:  These amendments are applicable retrospectively for annual periods beginning on or after July 1, 2009 and will not have any impact on the consolidated financial statements.

IFRIC 17 Distributions of Non-cash Assets to Owners:  This interpretation is applicable prospectively for annual periods beginning on or after July 1, 2009. Retrospective application is not permitted and this IFRIC will not have any impact on the consolidated financial statements.

IFRIC 18 Transfer of Assets from Customers:  This interpretation should be applied prospectively to transfers of assets from customers received on or after July 1, 2009 and will not have any impact on the consolidated financial statements.

3  Direct voyage expenses

	2008			2007			2006
Bunkers expenses		(1,554	)		—			—
Port expenses		(167	)		(8	)		—
Tugs		(60	)		—			—
Agents and fees		(200	)		(14	)		—
		1,981			(22	)		—

4  Crew costs

	2008			2007			2006
Basic and supplementary wages		(2,400	)		(427	)		—
Overtime		(954	)		(154	)		—
Vacation		(464	)		(86	)		—
Bonus		(545	)		(55	)		—
Travelling expenses		(404	)		(79	)		—
Victualling		(301	)		(48	)		—
Other		(145	)		(16	)		—
		(5,213	)		(865	)		—

Crew costs represent the amounts due to the crew on board the vessels under short-term contract, i.e. no more than nine months. The number of crewmen as at December 31, 2008 was 115 (2007: 92). The Group is not obliged to contribute to any pension plans or post-employment benefits for the crew on board.

F-118

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

5   Other operating expenses

	2008			2007			2006
Lubricants		(1,945	)		(550	)		—
Stores and chemicals		(645	)		(97	)		—
Repairs and maintenance		(2,447	)		(628	)		—
Insurance		(1,283	)		(437	)		—
Other		(468	)		(238	)		—
		(6,788	)		(1,950	)		—

6   Financial income and expense

	2008		2007		2006
Financial Income:
Interest income		1,054		828		—
Other		44		24		—
		1,098		852		—

	2008			2007			2006
Financial expense:
Interest income		(9,524	)		(2,406	)		—
Fair value of interest rate swaps		(6,013	)		(922	)		—
Other		(557	)		(12	)		—
		(16,094	)		(3,340	)		—
Net finance cost		(14,996	)		(2,488	)		—

F-119

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

7   Vessels

				Advances for
Cost:	Vessels			Vessels			Dry-Docking			Total
Balance at January 1, 2007		—			—			—			—
Additions		212,788			10,500			2,553			225,841
Revaluation		208,562			—			—			208,562
Balance at December 31, 2007		421,350			10,500			2,553			434,403
Additions		94,518			—			3,349			97,867
Revaluation		(142,239	)		—			—			(142,239	)
Transfers		10,500			(10,500	)		—			—
Disposals		(72,691	)		—			—			(72,691	)
Balance at December 31, 2008		311,438			—			5,902			317,340
Accumulated depreciation:
Balance at January 1, 2007		—			—			—			—
Depreciation		(4,350	)		—			—			(4,350	)
Balance at December 31, 2007		(4,350	)		—			—			(4,350	)
Disposals		5,587			—			—			5,587
Depreciation		(39,981	)		—			(1,843	)		(41,824	)
Balance December 31, 2008		(38,744	)		—			(1,843	)		(40,587	)
Net book value January 1, 2007		—			—			—			—
Net book value December 31, 2007		417,000			10,500			2,553			430,053
Net book value December 31, 2008		272,694			—			4,059			276,753

During the year ended December 31, 2008, two vessel-owning companies took delivery of their vessels (BET Intruder and BET Prince). The total acquisition price of the vessels amounted to $94,518, which including the down payment from December 31, 2007 of $10,500 amounted in total to $105,018. These vessel-owning companies were purchased from First Investment a subsidiary of First Financial Corporation which belongs to members of the Restis family.

During the year ended December 31, 2007, four vessel-owning companies took delivery of their vessels (BET Commander, BET Scouter, BET Performer and BET Fighter). The total cost of the vessels amounted to $212,788. These vessel-owning companies were purchased from First Investment a subsidiary of First Financial Corporation which belongs to members of the Restis family.

On May 22, 2008, the Group entered into an agreement to sell to a third party, a vessel-owning company, BET Performer. Total proceeds amounted to $129,500 less $3,328 that was paid as commission for the sale, resulted in a gain of $59,068, which was recognized in the consolidated statement of income. The sale was completed on July 10, 2008.

Vessels are measured at fair value at year end. At December 31, 2007, due to favorable market conditions, the fair value exceeded the carrying value by $208,562 and, accordingly, a revaluation reserve was recorded as a separate item in the consolidated statement of changes in equity. At December 31, 2008, the fair value of the individual vessels indicated that the carrying value of the individual vessels was impaired and, as a result, the Group recognized an impairment loss of $142,239 out of which $2,649 is recorded as a separate line item in

F-120

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

the consolidated statement of income since there was no revaluation reserve recorded in the consolidated statements of changes in equity (see Note 2 (c)).

The current economic and market conditions, including the significant disruptions in the global credit markets, are having broad effects on participants in a wide variety of industries. Since mid-August 2008, the charter rates in the dry bulk charter market have declined significantly, and dry bulk vessel values have also declined, both as a result of a slowdown in the availability of global credit and the significant deterioration in charter rates; conditions that the Group considers indicators of a potential impairment. As a result of the credit crisis and the lack of demand for dry-bulk freights, there were no reliable estimates for the fair value of the vessels.

To determine the fair value at December 31, 2008, management calculated the fair value by using the discounted projected net operating cash flow for each vessel-owning company. The significant factors and assumptions used are as follows:

•  Discount rate: 10%

•  Discount cash flows up to end of the vessels useful life.

•  Daily operating costs $5-$6

•  Earnings assumption: The agreed charter rate plus the average ten to fifteen year charter rate when these are not determined.

At December 31, 2008, all vessel-owning companies are subject to a first class mortgage to secure a long-term loan (see Note 12).

8   Inventories

	2008		2007
Lubricants		658		682
Bunkers		559		—
		1,217		682

9   Trade accounts receivable and other assets

	2008		2007
Charters		1,083		26
Guarantee for the purchase of ships		—		10,500
Prepayments		942		549
		2,025		11,075

Management has assessed that the risk of not collecting amounts from charters is minimum and no impairment loss was created.

The amount shown as guarantee reflects the amount the Group will receive in the event that the acquisition of the two vessels did not occur. A similar amount is disclosed as due to related party (Note 18). These amounts were released in 2008 as the agreement was fulfilled.

F-121

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

10   Cash and cash equivalents

	2008		2007
On demand		574		265
Term deposits		34,536		26,400
Cash and cash equivalents		35,110		26,665

11   Capital

(a)   Capital contributions

The amounts shown in the consolidated balance sheet as capital contributions represent payments made by the shareholders at various dates to finance vessel acquisitions in excess of the amounts of the bank loans obtained. There is no contractual obligation to repay the amounts.

During the year ended December 31, 2007, the shareholders contributed a total amount of $115,553.

During the year ended December 31, 2008, the shareholders contributed a total amount of $8,185 primarily in relation to the acquisition of BET Intruder.

In addition, and as a result of the proceeds from the sale of BET Performer an amount of $23,518 was distributed in total to the shareholders.

During the year ended December 31, 2008, the Group distributed a total amount in dividends of $53,888. However, management then decided in order to protect the capital of the Group to ask from the shareholders to return an amount of $15,000. This is shown as due from related parties (Note 18) and was deducted from the dividends. Management expects this amount will be received within the following 12 months.

The Group’s authorized, issued and outstanding share capital is divided into 500 registered shares of no par value.

(b)   Dividends

Based on the written consent by the directors on August 5, 2008, the Group paid dividends to the shareholders of an amount of $38,888 during the year ended December 31, 2008.

F-122

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

12   Long-term debt

Long-term debt is analyzed as follows:

	2008		2007
Borrower
Creighton Development		—		44,127
Pulford Ocean		28,914		31,207
Lewisham Maritime		26,453		28,550
Rayford Navigation		43,069		—
Quex Shipping		30,760		33,199
Rossington Maritime		21,529		—
		150,725		137,083
Less: Current portion		16,573		20,875
Long-term portion		134,152		116,208

The long-term debt, denominated in US Dollars, of BET Performer, BET Scouter, BET Fighter, BET Prince, BET Commander and BET Intruder represents the amounts allocated to each vessel-owning company from the syndicated loan of $222,000 for the purchase of the vessel-owning companies. The loan was allocated to each vessel-owning company based on the lower of the total amount of the loan $222,000 and 70% of the vessel acquisition cost. As a result of the sale of BET Performer on July 10, 2008, the Group adjusted the amount outstanding proportionately to the remaining vessels. The loan is repayable in sixteen equal semi-annual installments from the last drawdown but no later than June 20, 2015.

Details of the long-term debt, for each of the vessel-owning companies are as follows:

Creighton Development:  At December 31, 2007, the outstanding balance was $44,127 (net of $218 deferred direct cost) payable in 15 equal semi-annual principal installments of $2,374 plus interest at floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $12,511 due in 2015. At December 31, 2008, the total outstanding balance was $0 as the loan was paid in full after the sale of the vessel.

Pulford Ocean:  At December 31, 2007, the outstanding balance was $31,207 (net of $146 deferred direct cost) payable in 15 equal semi-annual principal installments of $1,547 plus interest at floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $8,151 due in 2015. At December 31, 2008, the total outstanding balance was $28,914 (net of $127 deferred direct cost) payable in 13 equal semi-annual principal installments of $1,590 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $8,376 due in 2015.

Lewisham Maritime:  At December 31, 2007, the outstanding balance was $28,550 (net of $135 deferred direct cost) payable in 16 equal semi-annual principal installments of $1,415 plus interest at floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $7,457 due in 2015. At December 31, 2008, the total outstanding balance was $26,453 (net of $117 deferred direct cost) payable in 13 equal semi-annual principal installments of $1,454 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $7,663 due in 2015.

Rayford Navigation:  At December 31, 2008, the total outstanding balance was $43,069 (net of $185 deferred direct cost) payable in 13 equal semi-annual principal installments of $2,368 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $12,475 due in 2015.

F-123

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

Quex Shipping:  At December 31, 2007, the outstanding balance was $33,199 (net of $155 deferred direct cost) payable in 16 equal semi-annual principal installments of $1,646 plus interest at floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $8,671 due in 2015. At December 31, 2008, the total outstanding balance was $30,760 (net of $135 deferred direct cost) payable in 13 equal semi-annual principal installments of $1,691 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $8,911 due in 2015.

Rossinghton Maritime:  At December 31, 2008, the total outstanding balance was $21,529 ($97 net of deferred direct cost) payable in 13 equal semi-annual principal installments of $1,184 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $6,238 due in 2015.

The weighted average effective interest rate for all long-term debt for the years ended December 31, 2007 and 2008 was 5.61% and 4.91%, respectively. Interest expense for the years ended December 31, 2007 and 2008 amounted to $2,406 and $9,524, respectively, and is included under finance expense in the consolidated statements of income.

The principal repayments are as follows:

	Years of		1 Year		1 to 2		2 to 5		More Than
	Maturity		or Less		Years		Years		5 Years		Total
December 31, 2007		2015		20,875		20,875		62,625		32,708		137,083
December 31, 2008		2015		16,573		33,145		49,718		51,289		150,725

The term facility includes covenants.

The major financial covenants include the following:

•  The vessels aggregate market value equal to 125% of the outstanding facility.

•  The ratio of total liabilities to total assets shall not exceed 0.7:1.

The Group was in compliance with these loan covenants as at December 31 2008.

13   Trade accounts payable

	2008		2007
Suppliers		1,453		573
Insurance agents		321		338
Repairers		109		1,221
Agents		208		567
		2,091		2,699

14   Accrued expenses

	2008		2007
Masters’ accounts		390		262
Other		67		—
		457		262

F-124

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

15   Financial instruments

Overview

The Group has exposure to the following risks from its use of financial instruments:

•  Credit risk;

•  Liquidity risk;

•  Market risk defined as interest rate risk and currency risk.

This note represents information about the Group’s exposure to cash of the above risks, the Group’s objectives, policies and processes for measuring and managing risk and the Group’s management of capital.

The Group has entered into transactions with derivative financial instruments to reduce exposure in interest rate and foreign exchange rates but does not meet the criteria for hedge accounting.

(a)   Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations in relation to each class of recognized financial assets. The maximum credit risk in relation to such assets is represented by the carrying amount of those assets in the balance sheet.

The main credit exposure is from trade accounts receivable, amounts due from related parties and cash and cash equivalents.

The Group places its cash and cash equivalents, consisting mostly of deposits, with financial institutions. The Group performs annual evaluations of the relative credit-standing of those financial institutions. Credit risk with respect to trade accounts receivable is generally managed by chartering vessels to established operators, rather than to more speculative or undercapitalized entities. The vessels are mainly chartered under time charter agreements where, per the industry practice, the charterer pays for the transportation service within one week of issue of the hire statement (invoice) which is issued approximately 15 days once the service begins, thereby supporting the management of trade receivables.

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.

As of December 31, 2008 and 2007, the following characters individually accounted for more than 10% of the Group’s revenue as follows:

Charter	2008			2007
A		12	%		51	%
B		—			26	%
C		11	%		18	%
D		14	%		—
E		15	%		—

As of December 31, 2008 and 2007, the following charterers individually accounted for more than 10% of the Group’s trade receivables.

Charter	2008			2007
B		—			43	%
C		—			55	%
D		87	%		—

F-125

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

The aging of trade and other accounts receivables is as follows:

	2008		2007
Up to 30 days		643		—
Past due 31-120 days		356		14
Over 120 days		84		12
		1,083		26

The Company generally does not have large trade accounts receivable since the time charters are collected in advance. The vessels are chartered under time charter agreements where, the charterer pays for the transportation service within one week of issue of the hire statement (invoice) which is issued approximately 15 days once the service begins, thereby supporting management of the trade accounts receivable. Turbulence in the financial markets has led many lenders to reduce, and in some cases, cease to provide credit, including letters of credit, to borrowers. Purchasers of dry bulk cargo typically pay for cargo with letters of credit. The tightening of the credit markets has reduced the issuance of letters of credit and as a result decreased the amount of cargo resulting in less business for charterers and declines in the demand for vessels. These factors, combined with the general slow-down in consumer spending caused by uncertainty about future market conditions, impact the shipping business. As such, it is reasonably possible that future charter rates may further deteriorate which would have a significant impact on the Company’s operations.

(b)   Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s policy is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due. Furthermore, BULK ENERGY TRANSPORT (HOLDINGS) LIMITED is the guarantor of the loan on all vessel-owning companies (Note 7).

The Group aims to mitigate liquidity risk by managing cash generation from its operations and applying cash collection targets throughout the Group. The vessels are mainly chartered under time charter agreements where, per industry practice, the charterer pays for the transportation service in advance, supporting the management of cash generation.

Excess cash is only invested in financial instruments exposed to insignificant risk of change in market value, by being placed in interest-bearing deposits with maturities fixed at no more than three months.

(c)   Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will affect the future cash outflows of the Group’s long-term debt as they are at variable rates. The Group manages this exposure to changes in interest rates from long-term debt by entering into interest rate swap contracts.

The Group has entered into three interest rate swap contracts, denominated in US Dollars. The notional contract amount of the swaps at December 31, 2008 amounts to $130,000 (2007: $30,000) with maturity between 3-5 years. The average fixed swap rate was 3.46% as of December 31, 2008 (2007: 4.84%).

The Group classifies the interest rate swap portfolio as a financial instrument depicted at fair value since it does not qualify for hedge accounting. The fair value of the swaps at December 31, 2008 was $6,935 (2007: $922).

F-126

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

In respect of interest-bearing financial assets and financial liabilities as of December 31, 2008 and 2007, the following table depicts their weighted average interest rates and the periods in which they reprice.

			Effective						1 Year
	Note		Interest Rate			Total			or Less			2 to 5 Years
2007
Term deposits		10		3.77	%		(26,400	)		(26,400	)		—
Long-term loan		12		5.61	%		137,083			30,000			107,083

			Effective						1 Year
	Note		Interest Rate			Total			or Less			2 to 5 Years
2008
Term deposits		10		2.22	%		(34,536	)		(34,536	)		—
Long-term loan		12		4.91	%		150,725			20,725			130,000

(d)   Currency risk

The Group’s exposure to foreign currency risk is minimum. Amounts in foreign currencies are included in trade accounts payable and include amounts payable to suppliers in foreign denominated currencies and are analyzed as follows:

	US Dollar
2008
EUR		505
GBP and other		480

	US Dollar
2007
EUR		196
GBP and other		151

(e)   Sensitivity analysis

In managing the interest rate risk, the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings. Over the longer-term however, permanent changes in interest rates would have an impact on earnings.

At December 31, 2008, it is estimated that a general increase of one percentage point in interest rates would decrease the Group’s net profit by approximately $138 (2007: $807).

(f)   Fair values

All amounts that are not recorded at fair value; the Group believes that their carrying amount approximates their fair value, as they have a maturity of no more than twelve months, except for long-term debt. The carrying value of the Group’s long-term debt approximates fair value because the debt bears interest at floating rates.

(16)   Capital management

The Group has only ordinary shares. There are no stock plans or options.

F-127

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

The Group and each entity seeks to maintain a balance between long-term debt and capital. There are no capital requirements. In its funding strategy, the Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of debt. The Group’s policy with vessel acquisitions is that no more than 70% of the acquisition cost of vessels will be funded through borrowings for all acquisitions made. The bank financing was not more than 70% of the total acquisition costs.

17   Contingencies

Various claims, suits and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operation of the Group’s vessels. Currently, management is not aware of any such contingent liabilities which should be disclosed or for which a provision should be established in the accompanying consolidated financial statements.

The Group accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements.

The Group’s policy is to maintain a strong capital base so as to maintain creditor and market confidence and to sustain future development of the business. Management monitors the return on capital, which the Group defines as net operating income divided by total shareholder’s equity.

18   Related parties

The directors of the Group do not receive remuneration for the non-executive services they offer. The identity and the description of the other related parties of the Group are given below.

(a)   Enterprises Shipping and Trading SA

Each vessel-operating company of the Group has a management agreement with EST, to provide technical and administration management services for a fixed fee per day for technical services and a fixed monthly fee for management services for each vessel in operation. These fees for 2008 amounted to $1,449 (2007: $325) and are included under the caption as management fees in the accompanying consolidated statement of income.

Management agreements with EST require the vessel-owning companies with vessels in operation to make an interest-free advance of $750 each to cover the working capital requirements arising from the handling of the majority of the expenditures.

(b)   Constellation Energy Commodities Group Limited

Each vessel-operating company has a commercial and administration management agreement with Constellation Energy Commodities Group Limited, under which commercial management services are provided for a fee that is to the lesser of (a) a fixed fee and (b) one percent (1%) of gross hire or freight earned and administration services, in exchange for a fixed fee. Such fees for 2008 amounted to $492 (2007: $116) are included under the caption as management fees in the accompanying consolidated statements of income. As of September 23, 2008, Constellation does not charge for administration services.

Based on a charter party agreement, one of the vessel-operating companies was time chartered to Constellation Energy Global Commodities Group London, an affiliated company. The net profit amounted to $168 (2007: nil) and it is included in the accompanying consolidated statements of income.

F-128

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Notes to Consolidated Financial Statements — (Continued)

December 31, 2008 and 2007

The related balances are:

	2008		2007
Due from related parties — current
EST		832		2,334
Constellation		262		79
Due from shareholders		15,000		500
		16,094		2,913

	2008		2007
Due from related parties — current
First investment		—		10,500
Constellation		59		—
		59		10,500

The related party transactions included in the consolidated statements of income are:

	2008			2007			2006
Revenue from vessels
Constellation		168			—			—
Management fees
EST		(1,449	)		(325	)		—
Constellation		(492	)		(116	)		—
		(1,941	)		(441	)		—

F-129

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.   Indemnification of Directors and Officers.

Under the Amended and Restated Articles of Incorporation, our By-laws and under Section 60 of the Marshall Islands Business Corporations Act (“BCA”), we may indemnify anyone who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise.

A limitation on the foregoing is the statutory proviso (also found in our By-laws) that, in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.

Further, under Section 60 of the BCA and our By-laws, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

In addition, under Section 60 of the BCA and under our By-laws, a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. Such indemnification may be made against expenses (including attorneys’ fees) actually and reasonably incurred such person or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Again, this is provided that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Further, and as provided by both our By-laws and Section 60 of the BCA, when a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the foregoing instances, or in the defense of a related claim, issue or matter, he will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with such matter.

Likewise, pursuant to our By-laws and Section 60 of the BCA, expenses (our By-laws specifically includes attorneys’ fees in expenses) incurred in defending a civil or criminal action, suit or proceeding by an officer or director may be paid in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that he is not entitled to indemnification. The By-laws further provide that with respect to other employees, such expenses may be paid on the terms and conditions, if any, as the Board may deem appropriate.

Both Section 60 of the BCA and our By-laws further provided that the foregoing indemnification and advancement of expenses are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and/or as to action in another capacity while holding office.

II-1

Under both Section 60 of the BCA and our By-laws, we also have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity regardless of whether the corporation would have the power to indemnify him against such liability under the foregoing.

Under Section 60 of the BCA (and as provided in our By-laws), the indemnification and advancement of expenses provided by, or granted under the foregoing continue with regard to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of his heirs, executors and administrators unless otherwise provided when authorized or ratified. Additionally, under Section 60 of the BCA and our Bylaws, the indemnification and advancement of expenses provided by, or granted under the foregoing continue with regard to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of his heirs, executors and administrators unless otherwise provided when authorized or ratified.

In addition to the above, our By-laws provide that references to us includes constituent corporations, and defines “other enterprises” to include employee benefit plans, “fines” to include excise taxes imposed on a person with respect to an employee benefit plan, and further defines the term “serving at the request of the corporation.”

Our Amended and Restated Articles of Incorporation set out a much abbreviated version of the foregoing and make reference to the provisions of the By-laws.

Such limitation of liability and indemnification does not affect the availability of equitable remedies. In addition, we have been advised that in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.   Recent Sales of Unregistered Securities.

During the past three years, Seanergy Maritime has sold the following shares of common stock without registration under the Securities Act:

	Number of
Shareholders	Shares(1)
Georgios Koutsolioutsos		2,100,000
Panagiotis Zafet		1,250,000
Simon Zafet		1,250,000
Alexios Komninos		275,000
Ioannis Tsigkounakis		125,000

(1) All such numbers give retroactive effect to the surrender for cancellation of an aggregate 1,604,448 shares of common stock by our shareholders on February 20, 2007, as adjusted for a one and one-half-for-one stock split in the form of a stock dividend on July 6, 2007, and a one and one-third-for-one stock split in the form of a stock dividend on August 6, 2007.

Such shares were issued on November 27, 2006 in connection with our organization pursuant to the exemption from registration contained in Section 4(2) as they were sold to sophisticated, wealthy non “U.S. Person” individuals and such shares were issued to these individuals and entities above at an aggregate offering price of $25,000, or $0.008 per share, giving effect to the stock dividend. No underwriting discounts or commissions were paid with respect to such sales.

On February 20, 2007, such shareholders surrendered for cancellation an aggregate of 802,224 of such shares on a pro-rata basis.

In addition, on September 28, 2007, and prior to the consummation of the initial public offering of the shares of Seanergy Maritime’s common stock, all of Seanergy Maritime’s executive officers purchased from Seanergy Maritime an aggregate of 16,016,667 warrants at $0.90 per warrant in a private placement in accordance with Regulation S under the Securities Act of 1933.

II-2

On August 28, 2008, in connection with the closing of Seanergy’s business combination, Seanergy issued a note in the principal amount of $28,250,000, which note is convertible into 2,260,000 shares of the Company’s common stock at a conversion price of $12.50 per share. The Note was issued pursuant to an exemption from registration under Section 4(2) of the Securities Act. On August 19, 2009, holders of the Note elected to convert the Note for shares of Seanergy’s common stock. The Company issued an aggregate of 5,585,868 shares to the four holders of the Note. The shares were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act.

Item 8.   Exhibits and Financial Statement Schedules.

(a) The following exhibits are filed as part of this Registration Statement:

Exhibit
No.			Description
	3	.1	Form of Amended and Restated Articles of Incorporation(1)
	3	.2	Form of Amended and Restated By-laws(1)
	3	.3	Amendment to Amended and Restated Articles(2)
	4	.1	Specimen Common Stock Certificate(3)
	4	.2	Specimen Public Warrant Certificate(3)
	4	.3	Specimen Private Warrant Certificate(3)
	4	.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant(4)
	5	.1	Opinion of Reeder & Simpson, P.C., Marshall Islands counsel to the Registrant(5)
	8	.1	Opinion of Flott & Co. PC(5)
	10	.1	Master Agreement dated as May 20, 2008(1)
	10	.2	Amendment to Master Agreement dated July 25, 2008(1)
	10	.3	Memorandum of Agreement relating to the African Oryx dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Valdis Marine Corp., as seller, as amended(1)
	10	.4	Memorandum of Agreement relating to the African Zebra dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Goldie Navigation Ltd., as seller, as amended(1)
	10	.5	Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co. Davakis G. (ex. Hull No. KA215) dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Kalistos Maritime S.A., as seller, as amended(1)
	10	.6	Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co. Hull No. KA216 dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Kalithea Maritime S.A., as seller, as amended(1)
	10	.7	Memorandum of Agreement relating to the Bremen Max dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Pavey Services Ltd., as seller, as amended(1)
	10	.8	Memorandum of Agreement relating to the Hamburg Max dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Shoreline Universal Limited, as seller, as amended(1)
	10	.9	Management Agreement dated as of May 20, 2008(1)
	10	.10	Brokerage Agreement dated as of May 20, 2008(1)
	10	.11	Voting Agreement dated as of May 20, 2008(1)
	10	.12	Amendment to Voting Agreement dated July 25, 2008(1)
	10	.13	Second Amendment to Voting Agreement dated August 21, 2008(6)
	10	.14	Third Amendment to Voting Agreement dated August 27, 2008(7)
	10	.15	Fourth Amendment to Voting Agreement dated November 20, 2008(7)
	10	.16	Form of Convertible Unsecured Promissory Note(1)
	10	.17	Form of Plan of Dissolution and Liquidation(1)
	10	.18	Form of Stock Escrow Agreement(4)
	10	.19	Form of Joinder Agreement(3)
	10	.20	Stock Purchase Agreement dated July 14, 2009 between registrant and Constellation Bulk Energy Holdings, Inc.(9)
	10	.21	Shareholders’ Agreement dated August 12, 2009 between Seanergy and Mineral Transport Holdings(5)
	10	.22	Amendment to Convertible Promissory Note dated August 28, 2009(5)

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Exhibit
No.			Description
	10	.23	Loan Agreement dated August 27, 2008 between Seanergy and Marfin Bank of Greece, S.A.(5)
	10	.24	Amendment No. 1 to Loan Agreement dated September 9, 2009(5)
	10	.25	Second Supplement Agreement dated September 30, 2009 relating to and including the Loan Agreement dated June 26, 2007 between BET and Citibank, as amended and supplemented by a supplemental agreement dated October 16, 2007 and a supplemental letter dated July 10, 2008 and as further amended and restated by a supplemental agreement dated September 30, 2009.(5)
	16	.1	Letter From KPMG Certified Auditors AE dated September 17, 2009, addressed to the SEC provided in connection with change in independent registered public accountants(8)
	23	.1	Consent of Weinberg & Company, P.A.(5)
	23	.2	Consents of KPMG Certified Auditors AE(5)
	23	.3	Consent of Reeder & Simpson, P.C., Marshall Islands counsel to the Registrant (included in Exhibit 5.1)(5)
	23	.4	Consent of Clarkson Research Services Limited(5)
	23	.5	Consent of Flott & Co. PC (included in Exhibit 8.1)(5)
	24		Power of Attorney (included on the signature page).

(1) Incorporated by reference to the corresponding agreement in the Annex filed with Seanergy Maritime’s proxy statement on Form 6-K filed with the SEC on July 31, 2008.

(2) Incorporated by reference to the corresponding agreement in the Exhibit filed with Seanergy Form F-1 filed with the SEC on August 28, 2009.

(3) Incorporated by reference to the corresponding agreement in the Exhibit filed with Seanergy’s Form F-1 filed with the SEC on January 15, 2009.

(4) Incorporated by reference to the corresponding agreement in the Exhibit filed with Seanergy Maritime’s Form F-1 filed with the SEC on July 10, 2007.

(5) Filed herewith.

(6) Incorporated by reference to the corresponding agreement in the Annex filed with Seanergy Maritime’s supplemental proxy statement on Form 6-K filed with the SEC on August 22, 2008.

(7) Incorporated by reference to the corresponding agreement in the Exhibit filed with Seanergy’s Form F-1 filed with the SEC on December 12, 2008.

(8) Originally filed with this Registration Statement on Form F-1.

(9) To be filed by amendment.

Item 9.   Undertakings.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(i) The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)( or (4) or 497(h)

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under the Securities Act shall be deemed to be part of t his registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece on October 16, 2009.

SEANERGY MARITIME HOLDINGS CORP.

By:  /s/  Dale Ploughman

Dale Ploughman,

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
* Georgios Koutsolioutsos	Chairman of the Board of Directors	October 16, 2009
/s/  Dale Ploughman Dale Ploughman	Chief Executive Officer and Director (Principal executive officer)	October 16, 2009
/s/  Christina Anagnostara Christina Anagnostara	Chief Financial Officer and Director (Principal financial and accounting officer)	October 16, 2009
* Ioannis Tsigkounakis	Secretary and Director	October 16, 2009
* Alexios Komninos	Director	October 16, 2009
* Kostas Koutsoubelis	Director	October 16, 2009
* Dimitris Anagnostopoulos	Director	October 16, 2009
* Elias M. Culucundis	Director	October 16, 2009
* George Taniskidis	Director	October 16, 2009
* Kyriakos Dermatis	Director	October 16, 2009

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Signatures		Title	Date
* Alexander Papageorgiou		Director	October 16, 2009
* Dimitrios Panagiotopoulos		Director	October 16, 2009
* George Tsimpis		Director	October 16, 2009
*By:	/s/  Dale Ploughman Attorney-in-Fact

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Seanergy Maritime Holdings Corp. has signed this registration statement or amendment thereto in Miami, Florida on October 16, 2009.

Authorized U.S. Representative

/s/  A. Jeffry Robinson

A. Jeffry Robinson

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EX-5.1

Exhibit 5.1

REEDER & SIMPSON P.C.

Attorneys-at-Law

RRE Commercial Center		Raymond E. Simpson
P.O. Box 601		53-55 Akti Miaouli, 6th floor
Majuro, MH 96960, Marshall Islands		185 36 Piraeus, Greece
Telephone:	+692 625 3602	Telephone:	+30 210 429 3323
Fax:	+692 625 3603	Fax:	+30 210 941 4790
E-mail:	dreeder@ntamar.net	E-mail:	simpson@otenet.gr
		Mobile phone:	+30 6945 465 173

October 15, 2009

Seanergy Maritime Holdings Corp.
1 — 3 Patriarchou Grigoriou
166 74 Glyfada
Athens, Greece

Ladies and Gentlemen:

     We have acted as Marshall Islands counsel to Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the “Company”), in connection with the issuance of 30,000,000 shares (the “Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), as described in the Company’s Amendment No. 1 to Registration Statement on Form F-1 (File No. 333-161961) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”).

     We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company.

     Based upon the foregoing, we are of the opinion that:

     1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the Republic of the Marshall Islands.

     2. The Shares have been duly authorized, validly issued, fully paid and non-assessable.

     We are opining solely on the laws of the Republic of the Marshall Islands, including the rules and regulations underlying those provisions, all applicable provisions of the Constitution of the Marshall Islands and all applicable judicial and regulatory determinations in connection therewith.

     We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Reeder & Simpson P.C.

Reeder & Simpson P.C.

EX-8.1

Exhibit 8.1

October 16^th, 2009

Seanergy Maritime Holdings Corp.
1-3 Patriarchou Grigoriou Str.
GR 16674 Glyfada, Athens GREECE

Re: Registration Statement on Form F-1, Filed September 17, 2009 — File No. 333-161961

Ladies and Gentlemen:

You have requested our opinion regarding certain United States federal income tax matters relating to Seanergy Maritime Holdings Corp. (the “Company”) and holders of common shares of the Company.

In formulating our opinion as to these matters, we examined the documents we considered appropriate, including the Registration Statement and amendments to the Registration Statement filed by the Company on Form F-1 with the Securities and Exchange Commission through the date of this letter (the “Registration Statement”), and obtained such additional information from representatives of the Company as we believed relevant and necessary for this purpose.

We are of the opinion that the tax discussion under the caption, “Taxation”, in the Registration Statement accurately describes the United States federal income tax considerations to the Company and to the holders of the Company’s common stock. Our opinion is subject to the qualifications set forth in the Taxation discussion in the Registration Statement, which includes but is not limited to those qualifications related to aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. Also, our opinion does not cover any factual or accounting matters, such as, computations or facts relating to the business, income, activities, or ownership of the Company.

This opinion and the Taxation discussion in the Registration Statement are based on the provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations, published pronouncements of the Internal Revenue Service, and case law as of the date of this letter, any of which may change hereafter with retroactive effect. No opinion is expressed on any matters other than those described above.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Yours truly,

Stephen Flott

EX-10.21

Exhibit 10.21

Dated 12 August 2009

Seanergy Maritime Holdings Corp.

and

Mineral Transport Holdings Inc.

and

Bulk Energy Transport (Holdings) Limited

SHAREHOLDERS AGREEMENT

This Agreement is made on 12 August 2009 between:

(1)	Seanergy Maritime Holdings Corp., a corporation incorporated under the laws of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (“Seanergy”);
(2)	Mineral Transport Holdings Inc., a company incorporated under the laws of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (“Mineral Transport”); and
(3)	Bulk Energy Transport (Holdings) Limited, a company incorporated under the laws of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (“the Company”).

Recitals:

(A)	Mineral Transport is the registered owner of 50% of all the issued and outstanding share capital of the Company, i.e. 250 shares of no par value represented by Share Certificate no. 2 issued in the name of Mineral Transport.
(B)	Constellation Bulk Energy Holdings Inc. (“Constellation”) has sold 50% of all the issued and outstanding capital of the Company to Seanergy, i.e. 250 shares of no par value which was represented by Share Certificate no. 3 which was issued in the name of Constellation and which has been cancelled at the date hereof.
(C)	Seanergy and Mineral Transport have agreed to enter into this Agreement in respect of their ownership of the Company (by 50% each) and their respective rights as Shareholders in the Company and its subsidiaries and have agreed that the Business shall be established and conducted in accordance with the provisions of this Agreement.
(D)	The Company is a company incorporated with limited liability in the Marshall Islands on the 18th day of December 2006 and has an authorised share capital of 500 shares with no par value.

It is agreed as follows:

1. Interpretation

	In this Agreement (including the Recitals):
1.1	Definitions
	“Adjusted Value” has the meaning given to it in Clause 12.4.1;
	“Affiliate” means, in relation to any party:

(i) the Parent Company thereof; or

(ii)	any entity which is for the time being controlled, directly or indirectly, by such party’s Parent Company; or
(iii)	any other entity which is for the time being controlled, directly or indirectly, by an entity which controls, directly or indirectly, the said party;

and for this purpose:

(i)	an entity is directly controlled by another entity beneficially owning shares or other ownership interests carrying more than fifty per cent (50%) of the votes at a general meeting of shareholders (or its equivalent) of the first mentioned entity; an entity is indirectly controlled by another entity if a series of entities can be specified, beginning with that entity and ending with the controlling entity, and so related that the entity in the series is directly controlled by one or more of the entities earlier in the series;
(ii)	a “Parent Company” shall comprise an entity which, directly or indirectly, controls any party as aforesaid; and
(iii)	a “Subsidiary” shall comprise an entity which is directly or indirectly controlled, as aforesaid, by a Parent Company;

“Applicable Laws” means all laws, statutes, rules, regulations, directives, guidelines, codes, standards, interpretations, treaties, judgments, decrees, injunctions, writs and any orders of any court, arbitrator or governmental agency or authority, in every case only to the extent that any of the above have jurisdiction over any or all of the Shareholders or the Company;

“Business” means the business of the Company as described in Clause 4;

“Business Day” means a day which is not a Saturday or Sunday or a bank or public holiday in Athens, Greece or London, England and with respect to a day on which payment is to be made in Dollars, New York;

“Bye Laws” means the Bye-Laws of the Company, as altered from time to time;

“Change of Control” means a change of control of any entity and for these purposes control shall have the meaning set out in section 840 of the UK Income and Corporation Taxes Act 1988;

“Commercial Manager” means, with respect to the Ships, Safbulk Maritime S.A., of the Marshall Islands or such other person as may be appointed as commercial manager from time to time;

“Commercial Management Agreement” means the agreement between the Company and the Commercial Manager providing for the commercial management and operation of the Ships, in the form set out in Schedule 4 or in such other form as the parties may agree from time to time;

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“Completion” shall have the meaning given to it in accordance with clause 3;

“Deed of Accession” means a deed executed by a person in the form set out in Schedule 1 pursuant to which that person becomes a party to this Agreement;

“Default Notice” has the meaning given to it in Clause 12.1;

“Defaulting Shareholder” has the meaning given to it in Clause 12.1;

“Enterprises” means Enterprises Shipping and Trading S.A.;

“Fair Value” has the meaning given to it in Clause 12.4.2;

“Financial Year” means the financial year of the Company;

“Group” shall mean, in relation to that Shareholder, that company and any Affiliate of that Shareholder;

“Insolvency Event” means the occurrence of any one of the following:

(i)	a bona fide petition being presented or an order made or an effective resolution being passed for the commencement of any proceedings for the liquidation, winding up or reorganisation of an entity or the equivalent or analogous procedure in the jurisdiction to which such entity is subject;
(ii)	a liquidator, administrator, receiver, administrative receiver, trustee or similar officer being appointed in respect of the whole or a substantial part of the assets of an entity or the equivalent or analogous procedure in the jurisdiction to which such entity is subject;
(iii)	the inability of an entity to pay its lawful debts as they mature or being adjudicated bankrupt or insolvent;

“Interest Rate” means, in relation to a relevant period, the aggregate of two (2%) per cent per annum and the three (3) month London Interbank Offer Rate, being calculated for each initial and subsequent three (3) month period during a relevant period as:

(i)

the rate per annum that appears on Telerate Page 3750 at or about 11.00 a.m. (London time) two (2) London banking days before the commencement of that period for deposits in Dollars for the relevant sum for a period equivalent to such period for delivery on the first London banking day of such period; or

(ii)

if no display rate is then displayed or if the Lender determines that no rate for a period comparable in duration with the relevant period is displayed on Telerate Page 3750 for Dollars, the arithmetic mean (rounded upwards to the nearest one sixteenth of one per cent (1/16%)) of the rates per annum quoted by leading banks in the London Interbank Market at or about 11.00 a.m. London time two (2) London

3

banking days before the commencement of that period for the offering of deposits in Dollars of an amount comparable with the relevant amount at the commencement of such period for a period comparable with such period fixed for its duration;

and, for the purposes of this definition, “Telerate Page 3750” means the display designated as “Page 3750” on the Telerate Service (or other such page as may replace Page 3750 on that service or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for deposits in Dollars);

“Intra-group Services Agreement” means the agreement between the Company and each of the Shipowning Subsidiaries individually providing for the provision of services by the Company to each of the Shipowning Subsidiaries in the form as the parties may agree from time to time;

“Liabilities” has the meaning given to it in Clause 12.6;

“Loan Documentation” means the loan agreement, mortgage and other ship-related security documentation that have been entered into with commercial banks in respect of the financing of the acquisition of the Ships by the Shipowning Subsidiaries;

“Notice” has the meaning given to it in Clause 19.1;

“Non-Defaulting Shareholder” has the meaning given to it in Clause 12.1;

“Par Value” means with respect to the shares of a Defaulting Shareholder an amount equal to the aggregate of:

(i)	its Initial Shareholder Contribution; plus
(ii)	any other amounts which all the Shareholders have agreed be credited to the Defaulting Shareholder as contributions to the share capital of the Company;

“Security Interest” means any mortgage, charge, hypothecation, pledge, lien, assignment, title retention, preferential right, trust arrangement or other arrangement or agreement the effect of which is the creation of security or a priority right of payment;

“Senior Liabilities” has the meaning given to it in Clause 12.6;

“Service Agreements” means the Commercial Management Agreement and the Technical Management Agreement and in the singular means any one of them;

“Service Providers” means the Commercial Manager and the Technical Manager and in the singular means any one of them;

“Share” means a share of the Company;

4

	“Shareholder” means each of Seanergy and Mineral Transport and their respective successors in title and permitted assigns;
	“Ships” means the five (5) bulk carrier vessels the names of which are set out in Schedule 3 and “Ship” shall mean any one of them;
	“Shipowning Subsidiaries” means the Company’s subsidiaries owning the Ships;
	“Subordinated Liabilities” has the meaning given to it in Clause 12.6;
	“Subordination Date” has the meaning given to it in Clause 12.6;
	“Termination Event” has the meaning given to it in Clause 12.1;
	“Technical Manager” means, with respect to the Ships, Enterprises or such other person as may be appointed as technical manager from time to time;
	“Technical Management Agreement” means the agreement between the Company and the Technical Manager providing for the technical management of each of the Ships to be entered into at the date hereof in the form set out in Schedule 5 or in such other form as may be agreed from time to time by the Company and the Technical Manager;
	“Transaction Documents” means this Agreement and any other documents executed or to be executed or produced pursuant hereto or in connection herewith.
1.2	Interpretation Act 1978
	The Interpretation Act 1978 shall apply to this Agreement in the same way as it applies to an enactment.
1.3	Subordinate legislation
	References to a statutory provision include any subordinate legislation made from time to time under that provision.
1.4	Modification etc. of statutes
	References to a statute or statutory provision include that statute or provision as from time to time modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies or is capable of applying to any transactions entered into in accordance with this Agreement provided that nothing in this Clause shall operate to increase the liability of any party beyond that which would have existed had this Clause been omitted.
1.5	Clauses, Schedules etc.
	References to this Agreement include any Schedules to it and to this Agreement as from time to time amended and references to Clauses and Schedules are to Clauses of and Schedules to this Agreement.

5

1.6	Headings
	Headings shall be ignored in construing this Agreement.
1.7	Several liability
	Any provision of this Agreement which is expressed to bind more than one person shall, save where inconsistent with the context, bind each of them severally and not jointly and severally.
1.8	Winding-up
	References to the winding-up of a person include the amalgamation, reconstruction, reorganisation, administration, dissolution, liquidation, merger or consolidation of such person and any equivalent or analogous procedure under the law of any jurisdiction in which that person is incorporated, domiciled or resident or carries on business or has assets.
1.9	Currency
	All references in this Agreement to “USD”, “$” or “Dollars” shall be deemed to be references to United States dollars.
1.10	Information
	Any reference to books, records or other information means books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.
1.11	Analogous terms
	Any reference to any English legal term or concept (including for any action, remedy, method of judicial proceeding, document, legal status, statute, court, official governmental authority or agency) shall, in respect of any jurisdiction other than England be interpreted to mean the nearest and most appropriate analogous term to the English term in the legal language in that jurisdiction as the context reasonably requires so as to produce as nearly as possible the same effect in relation to that jurisdiction as would be the case in relation to England.
1.12	In the Agreed Form
	All references to documents “in the agreed form” shall mean a document in a form agreed by the parties and initialled by each of them for the purpose of identification.
2.	Warranties
	Each Shareholder warrants to the other that:

6

2.1	all information supplied by a Shareholder to the other was when given and remains true and accurate in all material respects and is not incomplete or misleading in any respect;
2.2	it has and will have full power and authority to enter into and to perform its obligations under the Transaction Documents which when executed will constitute valid and binding obligations on it in accordance with their terms;
2.3	the entry and delivery of, and the performance by it of the Transaction Documents will not result in any breach of any provision of its constitutional documents or any agreement to which it is a party or by which it is bound;
2.4	it has not:

(a)	induced a person to enter into an agreement or arrangement with that party by means of an unlawful or immoral payment, contribution, gift or other inducement;
(b)	offered or made an unlawful or immoral payment, contribution, gift or other inducement to a government official or employee;
(c)	directly or indirectly made an unlawful contribution to a political activity; or
(d)	engaged in any acts or transactions, in violation of or inconsistent with the anti-bribery, anti-terrorism, economic sanction or anti-money laundering legislation or regulation measure or regulatory procedures of any government, including, without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Anti-Terrorism, Crime and Security Act 2001 and the applicable country legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions,
	in each case, which would be a violation of any law applying to it or its business conduct, and it will not in the future do so;

2.5 none of its employees or subcontractors performing its obligations under this Agreement are or will be persons:

(a)

in respect of whom it has received notice from any governmental entity that all financial transactions involving the assets of such person have been, or are to be, blocked;

(b)

who have been designated from time to time by either Executive Order of the President of the United States, or in published lists issued by the United States Treasury Department (and its Office of Foreign Assets Control) including the Specially Designated Nationals (“SDN”) list, the United States Department of Commerce or the United States Department of State, as a foreign terrorist organization, an organization that assists or provides support to a foreign terrorist organization or a party subject to sanctions; or

7

(c) in respect of whom it has identified, based on due diligence conducted in accordance with its compliance program, as having been convicted, found guilty or against whom a judgment or order has been entered in any proceedings for violating any anti-money laundering, anti-corruption, anti-bribery, or international economic or anti-terrorism sanction laws or as having had assets which were seized, blocked, frozen or ordered forfeited for violating any such laws.

3.	Completion
3.1	Completion shall take place on the date on which the 50% of the shares previously owned by Constellation have been registered in the name of Seanergy as same will be evidenced by a share certificate for 250 shares in the name of Seanergy Maritime Holdings Corp., such date to be the date this Agreement is executed.
3.2	The Shareholders shall procure that the events set out in Part 1 of Schedule 2 shall take place at Completion.
3.3	Part 2 of Schedule 2 shall take place after Completion.
4.	The Business: non-compete, best friend relationship, tax
4.1	The Shareholders agree that the business of the Company shall continue following the execution of this Agreement to be as follows:

(a)	hold shares in other companies;
(b)	own and operate vessels either directly or through the establishment or acquisition of wholly owned subsidiaries; and
(c)	provide sufficient management and other support to enable the Company to operate its business activity under the name and brand of “BULK ENERGY TRANSPORT”.

4.2	The Shareholders undertake to each other to co—operate so far as is reasonably possible in order to reduce costs incurred by the Company and any of its Subsidiaries in carrying out its business activities by utilising the economies of scale available to them and, so far as is reasonably possible, to maximise each Shareholder’s return on their investment.
4.3	Seanergy will provide the Company and any of its Subsidiaries with accounting and administration support.
4.4	The Shareholders agree and confirm that any conflicts which may arise or exist between the Business and businesses carried on by each Shareholder or their Groups as at the date of this Agreement, each Shareholder and their respective Groups shall be free to carry on businesses of the type carried on by them as of the date of this Agreement without any restriction whatsoever. In particular it is acknowledged, without limitation that, as at the date of this Agreement, Mineral Transport’s Group

8

operates an owned fleet of vessels and that Seanergy’s Group operates a fleet of dry bulk vessels as owner.

5.	Financing
	The Shareholders shall use all reasonable endeavours to assist the Company to procure banking facilities or financial facilities from third parties as and when required by the Company to enable the Shipowning Subsidiaries to acquire Ships and carry on the Business on the most favourable commercial terms then available for such borrowing. Except for the subscription of Shares, no Shareholder shall be required to make available additional funds to the Company whether by debt or equity contribution unless the same is required to ensure the performance by the Company of obligations undertaken by the Company with the approval of the Shareholders.
6.	Management of the Company
6.1	Directors/Officers of the Company
	In respect of the Company:

(a)	Seanergy shall have the right to appoint three (3) directors to the Company’s board of directors and Mineral Transport shall have the right to appoint two (2);
(b)	if and to the extent that the board of directors of the Company is required (or the Shareholders agree) to have more directors than those appointed, then Seanergy shall always have the right to appoint one more Director than Mineral Transport;
(c)	a director may be removed from office by notice in writing, from the Shareholder which appointed that director, delivered to that director and the other Shareholder. Upon removal of such director, the Shareholder responsible under the terms of this Agreement for appointing such director shall be entitled to appoint a replacement director in accordance with such terms;
(d)	Seanergy shall have the right to appoint one of its three appointees Directors in accordance with 6.1 (a) as the Company’s President or Managing Director of the Company, such President or Managing Director having the general management of the affairs of the Company together with the powers and duties usually incident to the office of President or Managing Director.

6.2	Alternates
	A director may, with the prior approval of the Shareholder appointing him, at any time appoint any person (including another director) to be his alternate director and the appointment of an alternate director shall be subject to the following conditions:

(a) the same person may be appointed as the alternate director of more than one director (provided, however, that no person may be an alternate director for directors appointed by different Shareholders);

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(b) the appointment of an alternate director may be terminated at any time by the appointing director and must terminate on:

(i)	the occurrence of any event in which the alternate director, if he were a director appointed under Clause 6.1, would be cause to vacate his office;
(ii)	the resignation or removal of the director of whom he is the alternate; or
(iii)	upon receipt of notice in writing from the Shareholder who appointed the director for whom he is the alternate; and

(c) an alternate director shall be entitled to receive notices of meetings of the directors but shall only be entitled to attend and vote and be counted in the quorum at any such meeting at which his appointor is not personally present.

6.3 Board meetings of the Company

(a)	Meetings of the board of directors of the Company shall be held at least four times a year and at approximately three-monthly intervals. At least fourteen (14) clear days’ written notice shall be given to each of the directors of each board meeting (unless there are exceptional circumstances or the majority of directors of the Company agree to shorter notice).
(b)	Subject to all other requirements for a board meeting having been duly met or waived, the board of directors of the Company shall be deemed to meet if, being in separate locations, they are nonetheless linked by conference telephone or other communication equipment that allows those participating to hear and speak to each other.
(c)	Each notice of meeting shall:

(i)	specify a reasonably detailed agenda;
(ii)	be accompanied by any relevant papers; and
(iii)	be sent by international courier or facsimile or email transmission.

(d) The quorum at a board meeting of the Company shall be four (4) directors or such other number as the Shareholders shall in accordance with Applicable Laws agree. If a quorum is not present within half an hour of the time appointed for the meeting or ceases to be present, the directors present shall adjourn the meeting to a specified place and time seven (7) Business Days after the original date. Notice of the adjourned meeting shall be given by the secretary of the Company to the relevant parties. The quorum requirements for an adjourned meeting shall be three (3) directors.

(e) Board meetings of the Company shall be chaired by a chairman. The chairman will be appointed annually by the Board of Directors of the Company. If the

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chairman is absent from any board meeting, the directors present may appoint any one of their number to act as chairman for the meeting.

(f)	All business arising at any board meeting shall be determined by resolution passed by a majority of directors present and voting in favour of such resolution. The chairman shall not be entitled to a second or casting vote. Every director shall have one (1) vote at any board meeting.
(g)	No individual director, other than a person to whom the board has delegated certain of its powers by resolution in writing, shall have the power to bind the Company.

7.	Board powers
	The Shareholders shall use their voting powers to procure that, in relation to the Company and any Subsidiary including any Shipowning Subsidiary, the board has all necessary powers to manage the Business, other than in relation to any matter:

(a)	the subject of a Shareholder reserved matter set out in clause 9;
(b)	which has been delegated to a person by a board resolution in the agreed form, although the board shall, for the avoidance of doubt, have the power to appoint and remove any such person and to amend, alter, add, subtract from or revoke at any time the powers of the board so delegated

8.	Right of First Refusal
8.1	A Shareholder (the “Offeror”) may, at any time following the first anniversary of this Agreement serve a notice in writing on the Company with a copy to the other Shareholder (the “Offeree”) declaring that the Offeror wishes to sell its shares (the “Offer Notice”). Each Shareholder will always grant the right of first refusal to the other Shareholder be declaring same by way of a notice to the Company and to the other Shareholder and the provisions of this Clause 8 shall thereupon apply.
8.2	The Offeror shall include in the Offer Notice:

(a) an offer:

(i)	to sell all of its Shares (the “Sell Shares”) to the Offeree (a “Sell Offer”); and
(ii)	to buy all the Shares (the “Buy Shares”) held by the Offeree (a “Buy Offer”);

(b) the fixed price per Share (the “Offer Price”) payable or receivable by the Offeree in the case of a Sell Offer or a Buy Offer respectively (together the “Offers”) and, in each case, the Offer Price shall be the same,

and once an Offer Notice has been sent it shall immediately preclude the sending by the other Shareholder of an Offer Notice.

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8.3	The Offers shall remain open for written acceptance by the Offeree for sixty (60) days from the date of its receipt of an Offer Notice (the “Offer Period”) and the Offeree shall either accept the Sell Offer or the Buy Offer within that period, failing which the Offeree shall be deemed to have accepted the Buy Offer.
8.4	Completion of the sale and purchase of, as the case may be, the Sell Shares or the Buy Shares shall take place on the date specified by the buyer of the relevant shares which shall in any event be no later than thirty (30) days after the date of expiry of the Offer Period.
8.5	On completion of any sale or purchase of Shares pursuant to the terms of this clause 8:

(a)	the seller of the Shares concerned (the “Seller”) shall deliver to the buyer of the Shares concerned (the “Buyer”) a duly completed and signed transfer in favour of the Buyer, together with the relative share certificate(s);
(b)	the Seller shall warrant that it is selling the Shares to be transferred by it as beneficial owner and that such Shares are free from any charges, mortgages, liens, encumbrances, equities and claims of any kind; and
(c)	upon receipt of the documents referred to in clause 8.5(a), the Buyer shall deliver to the Seller a banker’s draft for such sum as shall be equal to the Offer Price multiplied by the number of Shares being transferred by the Seller.

8.6	During the period from the sending of an Offer Notice to completion of any sale or purchase of Shares or commencement of winding up of the Company the Shareholders agree that they shall procure and the Company acknowledges that no resolution of the board shall be passed unless it is the unanimous resolution of all directors.
8.7	In the event that the Buyer does not, for whatever reason, complete the sale and purchase of the Buy Shares in accordance with clause 8.7 within the period set out in clause 8.4, then the Seller may elect by written notice to the Buyer;

(a)

to treat the Offer Price as a debt due to him and take whatever action may be necessary and reasonable (including legal action) to recover from the Buyer the Offer Price, which amount shall bear interest which shall accrue from day to day (before and after judgement) at the Interest Rate and the Buyer hereby undertakes to indemnify the Seller against all loss, liability and cost (including legal costs) which the Seller may incur in taking such action; or

(b)

to purchase the Shares of the Buyer by requiring the Buyer to sell the Shares to him at the Offer Price and, in such case, completion of the sale and purchase of the Shares shall take place within 20 Business Days of the date of the Buyer’s receipt of such notice.

8.8 Failure by either the Buyer or the Seller to complete the sale and purchase of the Shares in accordance with the provisions of clause 8.7 and within the period set out there shall mean that this Agreement will terminate and the Company will be wound up in accordance with clause 15.

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9.	Shareholder reserved matters
	The Shareholders shall, and shall use their voting powers to, procure that no action is taken or resolution passed by the Company in respect of the following matters without the prior written consent of all the Shareholders:

(a)	any action or decision which is required by law to be taken by shareholders’ resolution of the Company, as amended from time to time;
(b)	any change in the share capital or the creation, allotment or issue of any Shares (other than as contemplated by this Agreement) or of any other security or the grant of any option or rights to subscribe for or to convert any instrument into such Shares or securities;
(c)	the granting of any additional rights over Shares or a class of Shares or the alteration of any existing rights over Shares or a class of Shares or the conversion of any Shares into different types of Shares;
(d)	any change to its Bye-Laws or other constitutional documents;
(e)	the presentation of any petition or other action for its liquidation or winding-up;
(f)	the transfer of or sale to a third party of all the share capital of the Company;
(g)	any decision to increase or decrease the size of the board of directors of the Company;
(h)	any decision in relation to distribution policy made pursuant to Clause 11; and
(i)
(j)	any decision to borrow from or to repay any indebtedness to the Shareholders or any of them or to procure any form of financial support from the Shareholders.

10.	Financial reporting by the Company
	The Shareholders shall procure that and the Company undertakes to produce with respect to the Business unaudited financial reports quarterly and audited accounts annually.
11.	Distribution policy

11.1 The Shareholders shall, unless the Shareholders agree otherwise in writing, procure that an amount equal to the Company’s profit available for distribution in respect of a financial year shall be distributed by the Company to the Shareholders by way of dividend in proportion to each Shareholder’s shareholding in the Company after the appropriation of such reasonable and proper reserves for working capital or otherwise (including tax) as the board of directors of the Company may think appropriate, such

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appropriation to be effected no later than twelve (12) weeks after the end of that financial year.

12.	Termination by Default
12.1	Termination

If any of the events in Clause 12.2 (each a “Termination Event”) occurs in relation to any Shareholder (the “Defaulting Shareholder”) then the other Shareholder (“Non-Defaulting Shareholder”) may, without prejudice to any other rights it may have, serve a notice in writing on the Defaulting Shareholder (a “Default Notice”) in accordance with this Clause.

12.2 Termination Event

For the purposes of Clause 12.1, there shall be a Termination Event if:

12.2.1 the Defaulting Shareholder creates or allows to be created a Security Interest over any of its Shares without the prior written consent of the other Shareholder, save for any interest over any of the Shares under any financial agreement of the Company;

12.2.2 the Defaulting Shareholder commits any material breach of its obligations under this Agreement and, if capable of remedy, fails to remedy such breach within thirty (30) days of being required to do so by the Non-Defaulting Shareholder;

12.2.3 any representation or warranty made by the Defaulting Shareholder in connection is incorrect or misleading in any material respect at any time;

12.2.4 the Defaulting Shareholder becomes insolvent or ceases to, or is unable to, or is deemed or admits in writing its inability to, pay its debts as they mature or makes a general assignment for the benefit of, or enters into any composition or arrangement with, any of its creditors or commences negotiations with any creditors with a view to agreeing any such assignment, composition or arrangement;

12.2.5 a petition is filed (other than a petition being contested in good faith by the Defaulting Shareholder) or an order made or meeting convened for the purpose of passing a resolution, or a resolution is passed, for the winding-up or dissolution of or the making of an administration order in relation to the Defaulting Shareholder or any bankruptcy, liquidation, reorganisation of debt or other similar procedure is commenced by or instituted against the Defaulting Shareholder (other than a reorganisation on a solvent basis on terms reasonably acceptable to the Non-Defaulting Shareholder);

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12.2.6 an encumbrancer takes possession or a trustee, receiver, administrator or other similar official is appointed over all or any part of the Defaulting Shareholder’s assets or undertaking;

12.2.7 a distress, execution attachment or similar process is levied, enforced or imposed upon or against any of the Defaulting Shareholder’s property or assets (and is not paid out, discharged or removed within twenty eight (28) days);

12.2.8 any event analogous or of substantially similar effect to any of the events in Clauses 12.2.4 to 12.2.7 inclusive occurs under the laws of any applicable jurisdiction;

12.2.9 the Defaulting Shareholder ceases, or threatens to cease to carry on business;

12.2.12 any consent, authorisation, licence and/or exemption which is required to enable the Defaulting Shareholder to carry on all or any material part of its business, or to ensure that the terms of any Transaction Document is cancelled, modified, revoked or ceases to be valid and in full force and effect, or it becomes unlawful for the Defaulting Shareholder to perform all or any of its obligations under any Transaction Document or any Transaction Document not being or ceasing to be legal, valid and binding on it; or

12.2.11 the Defaulting Shareholder is in breach of its obligations under Clause 13.

12.3 Default Notice

A Default Notice may, at the Non-Defaulting Shareholder’s option, either:

12.3.1 require the Defaulting Shareholder to offer to sell all its Shares to the Non-Defaulting Shareholder at the Adjusted Value; or

12.3.2 require the Defaulting Shareholder to join with the Non-Defaulting Shareholder in procuring that the Company is dissolved; and each party shall promptly take all necessary steps to procure such dissolution.

12.4 Value Determination

12.4.1 Upon service of a Default Notice the Fair Value of the Defaulting Shareholder’s Shares shall be determined in accordance with this Clause 12. Having ascertained the Fair Value, the total amount to be received by the Defaulting Shareholder in respect of all its Shares (the “Adjusted Value”) shall be determined by reference to the Par Value and the Fair Value of the Defaulting Shareholder’s Shares, adjusted as follows by way of liquidated damages (which adjustment the Shareholders agree is an estimate in advance of the

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loss the Non-Defaulting Shareholder will suffer as a result of the occurrence of a Termination Event):

Fair Value of all of Defaulting
Shareholder’s Shares	Adjusted Value
Above Par Value	70% of Par Value
Equal to Par Value	70% of Par Value
Below Par Value	70% of Fair Value

12.4.2 The Shareholders shall use their reasonable endeavours to agree a fair value for the relevant Shares (the “Fair Value) provided always that, if the Shareholders have been unable to agree the Fair Value within thirty (30) days of the delivery of a Default Notice pursuant to this Clause 12, then the Non-Defaulting Shareholder shall forthwith instruct an independent third party valuer to determine the Fair Value of the Shares of the Defaulting Shareholder. In determining the Fair Value of the Shares, the valuer shall value the Shares as a whole and shall:

(i)	be considered to be acting as an expert and not as an arbitrator and its decision (in the absence of fraud) shall be final and binding on the parties;
(ii)	have regard to the following principles and assumptions in valuing the said Shares:

(a)	that the consolidated net assets of the Company shall be valued on the basis of an arm’s length sale between a willing vendor and a willing purchaser;
(b)	that if the Company is then carrying on business as a going concern, it shall be assumed that it will continue to do so but taking into account the event giving rise to the breach;
(c)	that the said Shares shall be assumed to be capable of being transferred without restriction;
(d)	that the said Shares shall have the same value as corresponds to its proportion of the value of all the Shares taken as whole;

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(e)	that no reduced or additional value shall be attached to any holding of Shares by virtue only of such holding comprising, or after purchase conferring, a majority or minority of the total issued share capital of the Company; and
(f)	that in all other respects the principles and practices customarily applied in the previous audited accounts of the Company shall be applied; and

(iii) have regard to any liabilities (including contingent liabilities) of the Company on a consolidated basis.

12.5 Transfers

12.5.1 As security for the performance of its obligations under this Clause 12 the Defaulting Shareholder hereby irrevocably appoints the Non-Defaulting Shareholder as its proxy and attorney:

(i)	to execute, deliver, register and otherwise put into effect any transfer of Shares pursuant to Clauses 12.3 and 12.5.1;
(ii)	to vote the Defaulting Shareholder’s Shares in favour of any resolution to dissolve the Company; and
(iii)	to perform all such actions as may be necessary or desirable under the applicable laws, regulations and usages in connection with the foregoing to give full effect and validity thereto.

12.5.2 If the Non-Defaulting Shareholder exercises the foregoing proxy and power of attorney the payment of an amount equal to the Adjusted Value must be made to the Defaulting Shareholder within three (3) days thereafter, otherwise any action taken pursuant to the proxy and power of attorney becomes void; and provided such payment has been received by it, the Defaulting Shareholder hereby ratifies and agrees to ratify all that such proxy and attorney may lawfully do or cause to be done by virtue of the proxy and power of attorney herein contained.

12.6 Subordination

If a Default Notice requiring dissolution of the Company has been served under Clause 12.3.2 all loan or other liabilities (“Liabilities”) of the Company, if any, to the Defaulting Shareholder (the “Subordinated Liabilities”) shall (notwithstanding the stated terms of any such Liabilities) with effect from the date of service of such Default Notice (the “Subordination Date”) be subordinated and postponed in right of payment to the prior payment and

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discharge in full of all Liabilities of the Company to the Non-Defaulting Shareholder (the “Senior Liabilities”).

12.7 Effect of Subordination

From the Subordination Date and until the Senior Liabilities have been fully discharged, the Defaulting Shareholder shall:

12.7.1 not, in respect of all or any of the Subordinated Liabilities:

(i)	make demand, exercise any set-off or make any claim against the Company; or
(ii)	directly or indirectly accept or receive any payment from the Company; or
(iii)	claim any right of subrogation, indemnity or contribution against the Non-Defaulting Shareholder;

12.7.2 if, notwithstanding Clause 12.7.1, the Defaulting Shareholder receives any such payment, forthwith deliver it to the Non-Defaulting Shareholder, and pending such delivery the Defaulting Shareholder shall hold it in trust for the Non-Defaulting Shareholder (the perpetuity period of any such trust being eighty (80) years);

12.7.3 direct the liquidator or other official of the concerned to make all payments or distributions in accordance with the subordination effected by Clause 12.6.

13.	Transfers
13.1	Each Shareholder hereby undertakes to inform the other Shareholder by notice in writing as soon as it becomes aware of the occurrence or likely occurrence of a Change of Control or Insolvency Event affecting it or any member of its Group except that in case the Shareholder is a publicly traded company, such disclosure shall not be required until so required by any applicable securities laws or other securities exchange rules.
13.2	Each Shareholder hereby undertakes to the other Shareholder that, save with the prior written consent of the other Shareholder and notwithstanding any provisions of the Bye-Laws to the contrary, it will not sell, transfer or otherwise dispose of any of the Shares from time to time held by it save in accordance with the remaining provisions of this Clause 13;
13.3	Deed of Accession
	No person other than a Shareholder shall acquire Shares (whether by transfer or allotment) without the prior written consent of the other Shareholder and unless and until that person enters into a Deed of Accession.

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13.4	Further assurance
	Any transferor shall do all such other things and execute all such other documents as a potential transferee may reasonably require to give effect to the sale and purchase of the Shares.
13.5	Directors
	At the request of a transferee, any transferor shall procure the resignation of all the directors of the Company appointed by it (or its predecessor in title to any of the Shares) and shall indemnify and hold harmless the continuing Shareholder in respect of any liability for compensation for loss of office or otherwise thereby arising.
13.6	Guarantees and indemnities
	Upon a transfer of all the Shares held by a Shareholder in accordance with this Agreement, the transferee shall procure the release of any guarantees or indemnities given by such Shareholder or any of its Affiliates to or in respect of the liabilities or obligations of the Company and, pending such release, shall indemnify such Shareholder or Affiliates in respect thereof.
14.	Rights to information
	A Shareholder may at all reasonable times and at its own expense:
14.1	discuss the affairs, finances and accounts of the Company with the officers and principal executives of the Company; and
14.2	inspect and make copies of all books, records, accounts, documents and vouchers relating to the business and the affairs of the Company.
15.	Duration, termination, process agent and winding up
15.1	Duration
	Subject to the other provisions of this Agreement, this Agreement shall continue in full force and effect without limit in point of time until the earlier of the date:

(a)	agreed by the Shareholders in writing to terminate this Agreement; or
(b)	an effective resolution is passed or a binding order is made for the winding-up of the Company,

provided that this Agreement shall cease to have effect as regards any Shareholder who ceases to hold any shares in the Company save for any of the provisions of this Agreement which are expressed to continue in force after termination.

15.2 Agent for service of process

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(a) Each of the Shareholders hereby irrevocably and unconditionally appoints the person indicated in Clause 15.2(b) to act as its agent to accept service of process in England in relation to all matters arising out of this Agreement. Without limitation upon any other available means of service of process of any kind, any writ, judgement or other notice of legal or arbitral process shall be sufficiently served on a Shareholder if delivered to such agent. If the appointment of an agent appointed by a Shareholder for the purpose of this Clause 15.2 shall cease for any reason, the relevant Shareholder shall promptly appoint another such agent and notify the other Shareholder(s) of such appointment providing that any agent appointed hereunder.

(b)	For the purposes of Clause 15.3(a):
	Seanergy and the Company appoint:
	Fax:
	Mineral Transport appoints:
	Cheesewrights
	10 Philpot Lane
	London EC3M 8BR
	Fax:

15.3	Winding Up
	On a winding up, the parties shall endeavour to agree a suitable basis for dealing with the interests and assets of the Company and its Subsidiaries and shall endeavour to ensure that:

(a)	all existing contracts of the Company are performed so far as resources permit;
(b)	no new contractual obligations shall be entered into by the Company; and
(c)	the Company shall be wound up as soon as practicable.

16.

Equitable remedies

The Shareholders agree that a breach of any of the covenants or provisions contained herein would cause the Shareholders to suffer loss that could not be adequately compensated for by damages and that a Shareholder may, in addition to any other remedy or relief, enforce the performance of this Agreement by injunction or seek specific performance of this Agreement or any other equitable remedy upon

20

application to a court of competent jurisdiction without proof of actual damage to the affected Shareholder and, notwithstanding that damages may be readily quantifiable, each Shareholder agrees not to plead sufficiency of damages as a defence in the proceeding for such injunctive relief brought by a Shareholder.

17.	Confidentiality
17.1	Confidential Information
	The Shareholders shall use all reasonable endeavours to keep confidential and to ensure that their respective Affiliates and their respective officers, employees, agents and professional and other advisers keep confidential any information (the “Confidential Information”):

(a)	relating to the customers, business, assets or affairs of the Shareholders or the Company which they may have or acquire through ownership of an interest in the Company or through the exercise of their rights or performance of their obligations under this Agreement; or
(b)	which relates to any agreement or arrangement entered into pursuant to this Agreement
	Except in case the Shareholder is a publicly traded company and any disclosure is required by any applicable securities laws or other securities exchange rules and such Shareholder is required to make a disclosure.

17.2 Restrictions

(a)	No Shareholder may use for its own business purposes or disclose to any third party any Confidential Information without the prior written consent of the other Shareholder (and prior to any disclosure undertakes to notify the other Shareholder in the event that it is required to disclose any Confidential Information).
(b)	This Clause does not apply to:

(i)	Confidential Information which is or becomes publicly available (otherwise than as a result of a breach of this Clause);
(ii)	Confidential Information which was lawfully in the possession of the relevant Shareholder free of any restriction on disclosure as can be shown by that Shareholder’s written records or other reasonable evidence;
(iii)	following disclosure under this Clause, Confidential Information which becomes available to the relevant Shareholder (as can be demonstrated by that Shareholder’s written records or other reasonable evidence) from a source which is not a party bound by any obligation of confidentiality in relation to such Confidential Information;

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(iv)	the disclosure by a Shareholder of Confidential Information to its directors or employees or to those of its Affiliates who need to know that Confidential Information in its reasonable opinion for purposes relating to this Agreement but those directors and employees shall not use that Confidential Information for any other purpose;
(v)	The disclosure by a Shareholder of Confidential Information as requested or required by any law or statutory body (including but limited to the Securities Exchange Commission), the rules of any applicable stock exchange (including but not limited to Nasdaq Stock Exchange), any applicable accounting standards, order by any court, regulation, court order, judicial process or arbitral award (including by oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar legal process);
(vi)	the disclosure of Confidential Information to the extent required to be disclosed by Applicable Laws;
(vii)	the disclosure of Confidential Information to any tax authority to the extent reasonably required for the purposes of the tax affairs of the Shareholder concerned or any member of its group; and
(viii)	the disclosure to a Shareholder’s professional advisers of Confidential Information reasonably required to be disclosed.

	In each case the Confidential Information will only be disclosed to the extent reasonably necessary in the circumstances.
(c)	Each Shareholder shall inform any officer, employee or agent or any professional or other adviser advising it in relation to matters relating to this Agreement, or to whom it provides Confidential Information, that such information is confidential and shall instruct them:

(i)	to keep it confidential; and
(ii)	not to disclose it to any third party (other than to those persons to whom it has already been or may be disclosed in accordance with the terms of this Clause 17).

17.3

Damages not an adequate remedy

Without prejudice to any other rights or remedies which a Shareholder may have, the Shareholders acknowledge and agree that damages would not be an adequate remedy for any breach of this Clause 17 and the remedies of injunction, specific performance and other equitable relief are appropriate for any threatened or actual breach of any such provision and no proof of special damages shall be necessary for the enforcement of the rights under this Clause 17.

17.4 Survival

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(a)	The disclosing Shareholder shall remain responsible for any breach of this Clause 17 by the person to whom that Confidential Information is disclosed.
(b)	The provisions of this Clause 17.4 shall survive the termination of this Agreement for whatever cause for a period of two (2) years.

18.

Public announcements

A Shareholder must not make any public announcement or issue any circular relating to the Company or this Agreement without the prior written approval of the other Shareholder, save any circumstance where a Shareholder is required to make a public announcement by the rules and regulations of any applicable regulatory body or stock exchange body. This does not affect any announcement or circular required by law or any regulatory body or the rules of any recognised stock exchange, but the Shareholder with an obligation to make an announcement or issue a circular shall consult with the other Shareholder so far as is reasonably practicable before complying with such obligation.

19.	Notices
19.1	Addresses
	Any notice, claim or demand in connection with this Agreement or with any arbitration under this Agreement (each a “Notice”) shall be delivered to the Shareholders at the following addresses (or at such other address facsimile number or e-mail address for a Shareholder as may be designated by Notice by such Shareholder to the other Shareholder(s)):

If to Seanergy, addressed as follows:

Seanergy Maritime Holdings Corp.
c/o Executive Office
1-3 Patriarchou Grigoriou
16674 Glyfada Greece
Attention:       CEO / CFO
Facsimile:       +30 210 96 38 450

If to Mineral Transport, addressed as follows:
c/o Enterprises Shipping and Trading S.A.
11 Poseidonos Avenue
Athens 16777
Greece
Attention:       Finance Department
Facsimile:       +30 210 898 8403

19.2	Form
	Any Notice shall be in writing in English and may be sent by first class mail, courier, or fax. Any Notice shall be deemed to have been received:

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(a)	on the next working day in the place to which it is sent, if sent by fax;
(b)	forty-eight (48) hours from the time of despatch, if sent by courier.

20.	Whole agreement and remedies
20.1	Whole agreement
	This Agreement contains the whole agreement between the Shareholders relating to the subject matter of this Agreement at the date hereof to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Shareholders in relation to the matters dealt with in this Agreement.
20.2	No inducement
	Each of the Shareholders acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it.
20.3	Remedies
	So far as permitted by law and except in the case of fraud, each Shareholder agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute).
21.	General
21.1	Survival of rights, duties and obligations
	Termination of this Agreement for any cause shall not release a Shareholder from any liability which at the time of termination has already accrued to another Shareholder or which thereafter may accrue in respect of any act or omission prior to such termination.
21.2	Conflict with the Bye-Laws
	If there is any ambiguity or discrepancy between the provisions of this Agreement and the Bye-Laws, it is agreed that the provisions of this Agreement shall prevail and accordingly the Shareholders shall exercise all voting and other rights and powers available to them so as to give effect to the provisions of this Agreement and shall further if necessary procure any required amendment to the Bye-Laws.
21.3	No partnership
	Nothing in this Agreement shall be deemed to constitute a partnership between the parties or any of them nor constitute any Shareholder the agent of any other Shareholder for any purpose, unless specifically provided in this Agreement. No

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Shareholder shall have authority to act for or make any commitment or incur any liability or obligation for or on behalf of any other Shareholder or the Company, unless specifically provided in this Agreement or authorised in writing by the Shareholders.

21.4	Release etc.
	Except as otherwise provided in this Agreement, any liability to any Shareholder under this Agreement may in whole or in part be released, compounded or compromised or time or indulgence given by that Shareholder in its absolute discretion as regards any Shareholder under such liability without in any way prejudicing or affecting its rights against any other Shareholder under the same or a like liability, whether joint and several or otherwise.
21.5	Waiver
	No failure of any Shareholder to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement (each a “Right”) shall operate as a waiver of that Right, nor shall any single or partial exercise of any Right preclude any other or further exercise of that Right or the exercise of any other Right.
21.6	Variation
	No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the Shareholders.
21.7	Further assurance
	At any time after the date of this Agreement the Shareholders shall, and shall use all reasonable endeavours to procure that any necessary third party shall, execute such documents and do such acts and things as that party may reasonably require for the purpose of giving to that party the full benefit of all the provisions of this Agreement.
21.8	Invalidity
	If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall not be affected.
21.9	Counterparts
	This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any Shareholder may enter into this Agreement by signing any such counterpart. The parties agree that fax signatures shall be sufficient to bind each party to the terms of this Agreement; and the parties undertake that they will as soon as is practicable send each other signed original counterparts.
22.	Contracts (Rights of Third Parties) Act 1999

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	A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, except to the extent (if any) that this Agreement expressly provides for such Act to apply to any of its terms.
23.	Costs
	Each Shareholder shall bear all costs incurred by it in connection with the preparation, negotiation and entry into this Agreement and the documents to be entered into pursuant to it.
24.	Governing law
	This Agreement and the documents to be entered into pursuant to it shall be governed by and construed in accordance with English law and the parties hereto irrevocably submit to the exclusive jurisdiction of the English Courts in respect of any dispute or matter arising out of or connected with this Agreement.

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In witness whereof this Agreement has been duly executed on the date set out above.

SIGNED by Seanergy Maritime Holdings Corp., in the presence of:	}     /s/ Christina Anagnostara
SIGNED by Mineral Transport Holdings Inc. in the presence of:	}     /s/ Evan Breibart
SIGNED by Bulk Energy Transport (Holdings) Limited in the presence of:	}     /s/ Evan Breibart

27

Schedule 1

Deed of Accession

THIS DEED OF ACCESSION is made on [                     ] by [                     ] of [                ] (the “Covenantor”) SUPPLEMENTAL to a Shareholders’ Agreement dated [                     ] 2009 and made between (i) Seanergy Maritime Holdings Corp. (ii) Mineral Transport Holdings Inc. and (iii) Bulk Energy Transport (Holdings) Limited (the “Agreement”).

The Covenantor covenants as follows:

1.	Words and expressions defined in the Agreement shall have the same meaning when used in this Deed unless the context requires otherwise.
2.	The Covenantor confirms that it has been supplied with and has read a copy of the Agreement and covenants with each of the persons who is or becomes a party to the Agreement to observe, perform and be bound by all the terms of the Agreement which are capable of applying to the Covenantor to the intent and effect that the Covenantor shall be deemed with effect from the date of execution hereof to be a party to the Agreement (as if named as a party to that Agreement).
3.	The details for notices of the Covenantor for the purposes of Clause 18 (Notices) of the Agreement are:
	Address:
	Attention:
	Facsimile:
	E-mail:
4.	This Deed shall be governed by and construed in accordance with English law and the Covenantor hereby submits irrevocably to the exclusive jurisdiction of the English courts (but accepts that this Deed may be enforced in any court of competent jurisdiction) and hereby appoints the following as its agent for service of all process in any proceedings in respect of the Agreement:
	Name:
	Address:
	Attention:
	Facsimile:

EXECUTED as a deed on the date written above.

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Schedule 2

Completion

1	PART 1: The following shall occur at Completion:
	The Shareholders shall procure that such meetings of the Company and the board of directors are held as may be necessary to:

(a)	the Company shall issue 250 shares in the name of Seanergy Maritime Holdings Corp.;
(b)	amend the Bye-Laws of the Company (if deemed necessary) to reflect the terms of the Shareholders Agreement or as the Shareholders may otherwise agree;
(c)	appoint the Directors of the Company in accordance with Clause 6.1;
(d)	appoint the President / Managing Director in accordance with Clause 6.1(d);
(e)	appoint auditor as may be decided by Seanergy as the Company’s auditor;
(f)	appoint Seanergy’s signatories in all the banks accounts already opened in place of Constellation’s signatories or to be opened in the future with any bank in the name of the Company and all its shipowning subsidiaries;
(g)	approve the entry into and procure the execution by the Company of the Commercial Management Agreement with the Commercial Manager;
(h)	approve the entry into and procure the execution by the Company of the Technical Management Agreement with the Technical Manager;
(i)	approve the entry into and procure the execution by the Company of Intra-Group Services Agreements, if applicable;
(j)	procure the approval by the Shipowning Subsidiaries of their entry into Intra-Group Services Agreements, if applicable;
(k)	pass the resolutions appointing representatives of the Company as designated individuals.

2.	PART 2: The following shall occur as soon as reasonably possible following Completion:
	The Company and the Shareholders shall procure that each Shareholder shall make a cash contribution to the Company for repayment of outstanding obligations and to provide additional paid in capital.

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Schedule 3

The Ships

Ship

BET Commander

BET Fighter

BET Prince

BET Scouter

BET Intruder

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Schedule 4

Commercial Management Agreement

BROKERAGE AGREEMENT

THIS AGREEMENT is made on this     day of August 2009.

BETWEEN:

(1)	BULK ENERGY TRANSPORT (HOLDINGS) LIMITED (the “Company”) a company incorporated in Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Island, P.O.Box 1405, Majuro, Marshall Islands, MH 96960, for its own behalf and as agent for and on behalf of the Shipowning Subsidiaries;
(2)	SAFBULK Maritime S.A, (the “Agent”) a company incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Island, P.O.Box 1405, Majuro, Marshall Islands, MH 96960.

WHEREAS:

(A)

The Company has been appointed by its various shipowning subsidiaries from time to time (the “Shipowning Subsidiaries” and together with the Company, the “Group” and any of them a “member of the Group”) as their agent to provide certain administrative and financial support services to the Group, to appoint and instruct on behalf of the Group agents for the provision of commercial and technical management services and to monitor the performance of such agents.

(B)

The Company, on behalf of the Group, wishes to appoint the Agent as the agent of the Group to seek, negotiate and conclude charterparties or other contracts for the employment of the vessels owned by the Shipowning Subsidiaries from time to time (the “Vessels” and each a “Vessel”), on the terms and conditions set out herein.

NOW THEREFORE IT IS HEREBY AGREED:

1. Appointment and Services

1.1 In consideration of the payment of the fees hereinafter described, the Company as principal and as agent for and on behalf of the Shipowning Subsidiaries hereby appoints the Agent as the exclusive agent of the Group for the provision of chartering services (the “Services”) to the Group, which include seeking and negotiating employment for the Vessels in accordance with the Company’s instructions and subject to the Company’s approval the conclusion (including the execution) of charter parties or other contracts relating to the employment of the Vessels, provided that the

31

	Agent is authorised to conclude employment for the Vessels of up to six (6) months duration on commercially reasonable terms.
1.2	Subject to the terms and conditions herein provided, during the period of this Agreement, the Agent shall carry out the Services as agents for and on behalf of the members of the Group. The Agent shall have authority to take such actions as it may from time to time in its absolute discretion consider to be necessary to enable it to perform the Services.
1.3	The Agent in the performance of the Services shall be entitled to have regard to its overall responsibilities in relation to all vessels as may from time to time be entrusted to its management and in particular, but without prejudice to the generality of the foregoing, the Agent shall be entitled to allocate available resources and services in such manner as in the prevailing circumstances the Agent in its absolute discretion consider to be fair and reasonable.
1.4	The Company shall procure forthwith that each Shipowning Subsidiary (including such entities as may become members of the Group from time to time) shall evidence its agreement to be bound by the terms and conditions of this Agreement by executing a deed of accession to this Agreement in the form of Schedule 1.
2.	Duration
	This Agreement shall be effective as of the signing of this Agreement and shall continue for an initial period of one (1) year. This Agreement shall be automatically extended for successive one year periods, unless three (3) months written notice by either party is given prior to the commencement of the then next period.
3.	Fees
3.1	For services performed hereunder by the Agent, the Company shall pay, or procure that the relevant member of the Group pays, to the Agent a commission fee of one and a quarter percent (1.25%) calculated on the collected gross hire/ freight/ demurrage payable when the relevant hire/ freight/ demurrage are collected.
3.2	The management fee under Clause 3.1 shall be paid to the Agent within three (3) business days upon collection by the Company or relevant member of the Group.
3.3	Payment shall be made to such other account as the Agent nominates by notice in writing to the Company from time to time
3.4	The Company shall provide, or procure that the relevant member of the Group provides, to the Agent, if so requested, reasonable access to all documents relating to the calculation and collection of the earnings of the Vessels.

Insurances

The Company shall procure that, throughout the period of this Agreement,

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at no expense to the Agent, the Vessels are insured for not less than their sound market value or entered for their full gross tonnage, as the case may be for:

(i)	usual hull and machinery marine risks (including crew negligence) and excess liabilities;
(ii)	protection and indemnity risks (including pollution risks and crew insurances); and
(iii)	war risks (including protection and indemnity and crew risks),

in accordance with the best practice of prudent owners of ships of a similar type to the Vessels, with first class insurance companies, underwriters or associations (the “Shipowning Subsidiaries’ Insurances”);

all premiums and calls on the Shipowning Subsidiaries’ Insurances are paid promptly by their due date;

the Shipowning Subsidiaries’ Insurances name the Agent and, subject to underwriters’ agreement, any third party designated by the Agent as a joint assured, with full cover, with the Company procuring on behalf of the relevant Shipowning Subsidiary cover in respect of each of the insurances specified in sub-clause 6.1, if reasonably obtainable, on terms such that neither the Agent nor any such third party shall be under any liability in respect of premiums or calls arising in connection with the Shipowning Subsidiaries’ Insurances;

written evidence is provided, to the reasonable satisfaction of the Agent, of compliance with the obligations under Clause 4 within a reasonable time from the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the Shipowning Subsidiaries’ Insurances.

Expenses Paid on Behalf of the Group

Any expenses incurred by the Agent under the terms of this Agreement on behalf of a member of the Group shall be paid to the Agent by the Company against supporting vouchers.

Notwithstanding anything contained herein to the contrary, the Agent shall in no circumstances be required to use or commit its own funds to finance the provision of the Services.

Agent’s Right to Sub-Contract

The Agent shall have the right to sub-contract any part of its obligations hereunder to an affiliate, provided that, in the event of such a sub-contract the Agent shall remain fully liable for the due performance of their obligations under this Agreement.

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Responsibilities

“Force Majeure Event”- Neither any member of the Group nor the Agent shall be under any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control. Force majeure will only relieve a party from any obligation to the extent that the event actually prevents performance of the obligation and has not been caused by that party’s default. The party claiming force majeure must notify the other party of the commencement and the end of the force majeure events, and take all reasonable steps to mitigate the effects thereof.

The Agent, without prejudice to Clause 7.1, shall be under no liability whatsoever to any member of the Group for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to a Vessel) and howsoever arising in the course of performance of the Services UNLESS the same is proven to have resulted solely from the gross negligence or wilful default of the Agent or its employees, or agents or sub-contractors employed by it, in which case the Agent’s liability for all incidents or series of incidents arising in any calendar year shall never exceed a total of ten (10) times the actual annual management fee paid in that year hereunder.

(Indemnity) Except to the extent and solely for the amount therein set out that the Agent would be liable under Clause 7.2, the members of the Group hereby undertake to keep the Agent and its employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them or any of them arising out of or in connection with the performance of the Agreement or by virtue of the Agent being a service provider/agent to the Group, and against and in respect of all costs, losses, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Agent may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement, except where such costs, losses, damages and expenses have been occasioned by the Agent’s own gross negligence or wilful default.

(“Himalaya Clause”) It is hereby expressly agreed that no employee or agent of the Agent (including every sub- contractor from time to time employed by the Agent) shall in any circumstances whatsoever be under any liability whatsoever to any member of the Group for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Clause 7, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Agent or to which the Agent is entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Agent acting as aforesaid and each such employee and agent shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce and to enjoy the benefit of this Clause 7.

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Duration of the Agreement and Termination

This Agreement shall come into effect on the day and year referred in Clause 2 and shall continue until it is terminated:

(a)	by either party in accordance with Clause 2;
(b)	by the Agent forthwith on the giving of written notice to the Company if:

(i)	any moneys payable by any member of the Group under this Agreement shall not have been received in the Agent’s nominated account within ten (10) calendar days of receipt by the Company of the Agent’s written request; or
(ii)	any Vessel is repossessed by a secured creditor.

(c) by either the Company or the Agent at any time on the giving of notice if the other is in breach of any material term of this Agreement and that breach is not remedied, within 10 Business Days of the terminating party giving notice to the party in breach, to the satisfaction of the terminating party (acting reasonably).

This Agreement shall be deemed to be terminated

in relation to a Vessel (and the Shipowning Subsidiary which is the owner of that Vessel) in the case of the sale of that Vessel or if that Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned. The Vessel shall not be deemed to be lost unless either she has become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred;

in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

Limitation of Liability

The Agent shall not be liable for any indirect or consequential losses for any reason whatsoever.

Payment Netting and Set Off

All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law. All amounts referred to in this Agreement

35

are expressed exclusive of any value added tax in any applicable jurisdiction. No member of the Group shall be entitled to assert any credit, set-off or counterclaim against the Agent in order to justify withholding payment of any such amount in whole or in part.

Notices

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed delivered (a) upon delivery when delivered personally, (b) upon receipt if by facsimile transmission (with confirmation of receipt thereof), or (c) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

If to BULK ENERGY TRANSPORT (HOLDINGS) LIMITED:

c/o 1-3 Patriarchou Grigoriou
16674 Glyfada
Athens, Greece
Attention: Finance Department
Facsimile: +30 210 96 38 450

If to Safbulk Maritime S.A.:

c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Finance Department
Facsimile: +30 210 894 8403

Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this clause.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to 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. 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. The reference shall be to three arbitrators. Each party to appoint one arbitrator and the two so appointed to appoint the third who shall act as chairman of the Tribunal. On the receipt by one party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the single arbitrator shall act as sole arbitrator and any

36

decision of the sole arbitrator shall be binding in both parties. The two arbitrators so appointed shall appoint the third arbitrator within fourteen days.

IN WITNESS WHEREOF, the parties hereinabove have caused this Agreement to be signed in duplicate by their respective and duly authorized representatives as of the date first written hereinabove.

BULK ENERGY TRANSPORT
(HOLDINGS) LIMITED

By:

Name:

Title:

SAFBULK MARITIME S.A.

By:
Name:	George Kalogeropoulos
Title:	Director

By:
Name:	Kostas Koutsoubelis
Title:	Director

37

Schedule 1

Deed of Accession

[                 ] 200[       ]

From:	[                     ]
To:	[                     ]

Dear Sirs,

Re: Brokerage Agreement of [          ] and made between (1) Bulk Energy Transport (Holdings) Limited (the “Company”) and Safbulk Pty Ltd. (the “Agent”)

We refer to the Brokerage Agreement (the “Agreement”). We are a Shipowning Subsidiary as defined in the Agreement and are to become owners of the vessel “[   ]” (the “Vessel”).

We hereby confirm that:

(a)	the Company has entered into the Agreement as our agent, for and on our behalf; and
(b)	we are bound to observe the terms and conditions of the Agreement as if we were a named signatory therein.

We confirm that we are the Company’s principal in respect of the Agreement as it relates to the Vessel and ourselves. We hereby confirm that the Company has full authority on our behalf (i) to execute the Agreement and any agreement or addendum supplemental thereto, (ii) to give to the Agent any instructions required of us under the Agreement, (iii) to exercise any of our rights under the Agreement and (iv) to act in accordance with the terms contained in the Agreement, both on our behalf and on all matters relating to us, which are the subject of the Agreement and as they relate to the Vessel. We hereby confirm that we will be bound by any actions taken by the Company under the Agreement on our behalf and we hereby confirm and ratify any such actions taken by the Company.

The terms and provisions of this letter shall be governed by and construed in accordance with English law, and this letter is being executed as a deed on the date first above written.

Yours faithfully,

                                                                
For and on behalf of
[                          ]

In the presence of:

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Schedule 5

Technical Management Agreement

TECHNICAL MANAGEMENT AGREEMENT

THIS AGREEMENT is made on this day of August 2009.

BETWEEN:

(3)	BULK ENERGY TRANSPORT (HOLDINGS) LIMITED (the “Company”) a company incorporated in Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Island, P.O.Box 1405, Majuro, Marshall Islands, MH 96960, for its own behalf and as agent for and on behalf of the Shipowning Subsidiaries;
(4)	ENTERPRISES SHIPPING AND TRADING S.A. (the “Manager”) a company incorporated in Liberia whose registered office is at 80 Broad Street, Monrovia, Liberia.

WHEREAS

(C)

The Company has been appointed by its various shipowning subsidiaries from time to time (the “Shipowning Subsidiaries” and together with the Company, the “Group” and any of them a “member of the Group”) as their agent to provide certain administrative and financial support services to the Group, to appoint and instruct on behalf of the Group agents for the provision of commercial and technical management services and to monitor the performance of such agents.

(D)

The Company, on behalf of the Group, wishes to appoint the Manager as the technical manager of the vessels owned by the Shipowning Subsidiaries from time to time (the “Vessels” and each a “Vessel”), on the terms and conditions set out herein.

NOW THEREFORE IT IS HEREBY AGREED:

1.

Appointment and Services

1.1

In consideration of the payment of the fees hereinafter described, the Company as principal and as agent for and on behalf of the Shipowning Subsidiaries hereby appoints the Manager as the exclusive agent of the Group for the provision of technical management services (the “Services”) more fully described in the form of amended Shipman 98 management agreement set out in Schedule 1 to this Agreement (the “Shipman Form”), the terms of which are an integral part of this Agreement. References in the Shipman Form to the “Owners” shall be construed for the purposes of this Agreement to be references to the relevant member of the Group. In case of

39

	conflict between the Shipman Form and the other terms of this Agreement, the latter shall prevail.
1.5	Subject to the terms and conditions herein provided, during the period of this Agreement, the Manager shall carry out the Services as agents for and on behalf of the members of the Group. The Manager shall have authority to take such actions as it may from time to time in its absolute discretion consider to be necessary to enable it to perform the Services.
1.6	The Manager in the performance of the Services shall be entitled to have regard to its overall responsibilities in relation to all vessels as may from time to time be entrusted to its management and in particular, but without prejudice to the generality of the foregoing, the Manager shall be entitled to allocate available resources and services in such manner as in the prevailing circumstances the Manager in its absolute discretion consider to be fair and reasonable.
1.7	The Company shall procure forthwith that each member of the Group (including such entities as may become members of the Group from time to time) shall evidence its agreement to be bound by the terms and conditions of this Agreement by executing a deed of accession to this Agreement in the form of Schedule 2.
2.	Duration
	This Agreement shall be effective as of the signing of this Agreement and shall continue for an initial period of one (1) year. This Agreement shall be automatically extended for successive one year periods, unless three (3) months written notice by either party is given prior to the commencement of the then next period.
3.	Fees
3.1	For services performed hereunder by the Manager, the Company shall pay or shall procure that each relevant member of the Group pays the Manager for its services as Manager under this Agreement a fee per Vessel of €425.00 per day until 31 December 2009, thereafter adjusted on an annual basis by an amount equal to the percent change during the preceding period in the Harmonised Indices of Consumer Prices All Items for Greece published by Eurostat from time to time, such fee shall be payable monthly in advance, the first payment with respect to a Vessel shall be due on the date that title to that Vessel is registered in the name of a Shipowning Subsidiary. All subsequent payments shall be due on the first Business Day of each following month.
3.2	Payment shall be made to such other account as the Manager nominates by notice in writing to the Company from time to time

Responsibilities

“Force Majeure Event”- Neither any member of the Group nor the Manager shall be under any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control. Force majeure will only relieve a party from any obligation to the extent that the event

40

actually prevents performance of the obligation and has not been caused by that party’s default. The party claiming force majeure must notify the other party of the commencement and the end of the force majeure events, and take all reasonable steps to mitigate the effects thereof.

The Manager, without prejudice to Clause 4.1, shall be under no liability whatsoever to any member of the Group for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to a Vessel) and howsoever arising in the course of performance of the Services UNLESS the same is proven to have resulted solely from the gross negligence or wilful default of the Manager or its employees, or agents or sub-contractors employed by it, in which case the Manager’s liability for all incidents or series of incidents arising in any calendar year shall never exceed a total of ten (10) times the actual annual management fee paid in that year hereunder.

(Indemnity) Except to the extent and solely for the amount therein set out that the Manager would be liable under Clause 4.2, the members of the Group hereby undertake to keep the Manager and its employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them or any of them arising out of or in connection with the performance of the Agreement or by virtue of the Manager being a service provider/agent to the Group, and against and in respect of all costs, losses, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Manager may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement, except where such costs, losses, damages and expenses have been occasioned by the Manager’s own gross negligence or wilful default.

(“Himalaya Clause”) It is hereby expressly agreed that no employee or agent of the Manager (including every sub- contractor from time to time employed by the Manager) shall in any circumstances whatsoever be under any liability whatsoever to any member of the Group for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Clause 4, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Manager acting as aforesaid and each such employee and agent shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce and to enjoy the benefit of this Clause 4.

Duration of the Agreement and Termination

This Agreement shall come into effect on the day and year referred in Clause 2 and shall continue until it is terminated:

(a) by either party in accordance with Clause 2;

41

(b) by the Manager forthwith on the giving of written notice to the Company if:

(iii)	any moneys payable by any member of the Group under this Agreement shall not have been received in the Manager’s nominated account within ten (10) calendar days of receipt by the Company of the Manager’s written request; or
(iv)	any Vessel is repossessed by a secured creditor;

(c) by either the Company or the Manager at any time on the giving of notice if the other is in breach of any material term of this Agreement and that breach is not remedied, within 10 Business Days of the terminating party giving notice to the party in breach, to the satisfaction of the terminating party (acting reasonably).

This Agreement shall be deemed to be terminated

in relation to a Vessel (and the Shipowning Subsidiary which is the owner of that Vessel) in the case of the sale of that Vessel or if that Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned. The Vessel shall not be deemed to be lost unless either she has become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred;

in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

Limitation of Liability

The Manager shall not be liable for any indirect or consequential losses for any reason whatsoever.

Payment Netting and Set Off

All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law. All amounts referred to in this Agreement are expressed exclusive of any value added tax in any applicable jurisdiction. No member of the Group shall be entitled to assert any credit, set-off or counterclaim against the Manager in order to justify withholding payment of any such amount in whole or in part.

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Notices

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed delivered (a) upon delivery when delivered personally, (b) upon receipt if by facsimile transmission (with confirmation of receipt thereof), or (c) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

If to BULK ENERGY TRANSPORT (HOLDINGS) LIMITED:

c/o 1-3 Patriarchou Grigoriou
16674 Glyfada Greece
Attention: Finance Department
Facsimile: +30 210 96 38 450

If to Enterprises Shipping and Trading S.A.:

11 Poseidonos Avenue
167 77 Elliniko
Athens, Greece
Facsimile: +30 210 898 3157
Attention: General Manager

Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this clause.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to 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. 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. The reference shall be to three arbitrators. Each party to appoint one arbitrator and the two so appointed to appoint the third who shall act as chairman of the Tribunal. On the receipt by one party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the single arbitrator shall act as sole arbitrator and any decision of the sole arbitrator shall be binding in both parties. The two arbitrators so appointed shall appoint the third arbitrator within fourteen days.

IN WITNESS WHEREOF, the parties hereinabove have caused this Agreement to be signed in duplicate by their respective and duly authorized representatives as of the date first written hereinabove.

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BULK ENERGY TRANSPORT
(HOLDINGS) LIMITED

By:

Name:

Title:

ENTERPRISES SHIPPING AND TRADING S.A.

By:
Name:	George Sarris
Title:	President

44

Schedule 1

Shipman Form

45

Schedule 2

Deed of Accession

[            ] 200[      ]

From:	[                ]
To:	[                ]

Dear Sirs,

Re: Technical Management Agreement of [            ] and made between (1) BULK ENERGY TRANSPORT (HOLDINGS) LIMITED (the “Company”) and Enterprises Shipping and Trading S.A. (the “Manager”)

We refer to the Technical Management Agreement (the “Agreement”). We are a Shipowning Subsidiary as defined in the Agreement and are to become owners of the vessel “[   ]” (the “Vessel”).

We hereby confirm that:

(a)	the Company has entered into the Agreement as our agent, for and on our behalf; and
(b)	we are bound to observe the terms and conditions of the Agreement as if we were a named signatory therein.

We confirm that we are the Company’s principal in respect of the Agreement as it relates to the Vessel and ourselves. We hereby confirm that the Company has full authority on our behalf (i) to execute the Agreement and any agreement or addendum supplemental thereto, (ii) to give to the Manager any instructions required of us under the Agreement, (iii) to exercise any of our rights under the Agreement and (iv) to act in accordance with the terms contained in the Agreement, both on our behalf and on all matters relating to us, which are the subject of the Agreement and as they relate to the Vessel. We hereby confirm that we will be bound by any actions taken by the Company under the Agreement on our behalf and we hereby confirm and ratify any such actions taken by the Company.

The terms and provisions of this letter shall be governed by and construed in accordance with English law, and this letter is being executed as a deed on the date first above written.

Yours faithfully,

                                           
For and on behalf of
[                    ]

In the presence of:

46

EX-10.22

Exhibit 10.22

NEITHER THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

AMENDMENT TO CONVERTIBLE SECURED PROMISSORY NOTE

$28,250,000	Athens, Greece
	August 19, 2009

     This Amendment (the “Amendment”) to Convertible Secured Promissory Note dated as of August 19, 2009 (the “Effective Date”), is entered into by and among Seanergy Maritime Holdings Corp., a corporation organized under the laws of the Republic of the Marshall Islands, as successor to Seanergy Maritime Corp., a corporation organized under the laws of the Republic of the Marshall Islands (“Maker”), and each of the investors set forth on the execution page hereof, or their respective registered assigns (each a “Holder”).

BACKGROUND

WHEREAS, on August 28, 2008 Seanergy Maritime Corp. executed a promissory note in the principal amount of USD$28,250,000 in favour of the Holders (the “Promissory Note”);

WHEREAS, each of the parties hereto wishes to amend the Promissory Note as more fully described below; and

WHEREAS, Seanergy Maritime Corp. has dissolved and Seanergy Maritime Holdings Corp., effective January 27, 2009, being a wholly-owned subsidiary of Seanergy Maritime Corp. became the successor to Seanergy Maritime Corp. and continues to carry on the prior operations of Seanergy Maritime Corp. and assumed the Promissory Note.

NOW THEREFORE, in consideration of the foregoing and for other consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

AGREEMENT

1. The first paragraph of the Promissory Note is hereby deleted in its entirety and in its stead the following is inserted:

“Seanergy Maritime Holdings Corp., a corporation organized under the laws of the Republic of the Marshall Islands (“Maker”), the principal office of which is located at 1-3 Patriarchou Grigoriou Street, 166 74, Glyfada Greece, for value received hereby promises to pay to each of the investors set forth in Schedule 1 attached hereto, or their respective registered assigns (each a “Holder”), the sum set forth opposite such Holder’s name on Schedule 1 attached hereto and all accrued and unpaid interest, as set forth below, on the earlier of (i) August 28, 2010 (the “Maturity Date”) or (ii) five trading days after receipt of the Holder’s written notice to convert all amounts outstanding under of this Note into Maker Common Stock (as hereafter defined) as set forth in Section 5. Except as otherwise set forth herein, payment for all amounts due hereunder shall be made by wire transfer of immediately available funds, in lawful tender of the United States, to an account designated in writing by the Holder.

2. Section 1.1 of the Promissory Note is hereby deleted in its entirety. In addition, all references in the Promissory Note to “the Company” are hereby deleted.

3. Section 5 of the Promissory Note is hereby deleted in its entirety and in its stead the following is inserted:

5. “Conversion.

5.1. Conversion. No later than the Effective Date, the Holder of this Note will have the right, at the Holder’s option, to convert the principal amount of this Note outstanding together with accrued but unpaid interest and the arrangement fee provided for in Section 2.2, in accordance with the provisions of Section 5.3 hereof, in whole but not in part, into a number of fully paid and nonassessable shares of Maker Common Stock (the “Conversion Shares”) equal to the aggregate principal amount of this Note divided by a conversion price equal to the average closing price of the Maker’s Common Stock as quoted on the Nasdaq Global Market for the five trading days commencing on the Effective Date (the “Conversion Price”).

5.2 Conversion Procedure. Before the Holder converts this Note into shares of the Maker Common Stock, it shall surrender this Note at the office of the Maker and shall give written notice by mail, postage prepaid, to the Maker as set forth in Section 13 below, of the election to convert the same pursuant to Section 5.1, and the amount of the Note being converted, if less than all. The Maker shall, as soon as practicable thereafter, deliver to the Holder such number of shares of Common Stock as applicable based on the applicable Conversion Price.

5.3 Mechanics and Effect of Conversion. No fractional shares of the Maker Common Stock shall be issued upon conversion of this Note. In lieu of the Maker issuing any fractional shares to the Holder upon the conversion of this Note, the number of shares of

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Maker Common Stock issued upon the conversion of this Note shall be rounded up to the nearest whole share.”

4. Section 13 is deleted in its entirety and in its stead the following is inserted:

“13. Notices. All notices, requests, consents and other communications under this Note shall be in writing and shall be deemed delivered (i) upon delivery when delivered personally, (ii) upon receipt if by facsimile transmission (with confirmation of receipt thereof), or (iii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

If to the Maker:

Seanergy Maritime Holdings Corp.
c/o 1-3 Patriarchou Grigoriou Street
16674 Glyfada, Greece
Attention: Dale Ploughman
Facsimile: +30-210-9638450

If to Holder:

Name of Holder
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Evan Breibart
Facsimile: +30-210-898-5430

With a copy (which shall not constitute notice) to:

Broad and Cassel
2 S. Biscayne Boulevard, Suite 2100
Miami, Florida 33131
Attention: A. Jeffry Robinson, Esq.
Facsimile: +1-305-373-9443

Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered, faxed, or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered.”

5. Section 19 of the Promissory Note is hereby deleted in its entirety.

6. The parties hereto acknowledge and confirm that other than as amended herein, the Promissory Note shall remain in full force and effect and shall continue to evidence, guarantee and support their respective obligations.

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7. Maker’s Representations and Warranties: Maker hereby warrants and represents to each Holder as follows:

          (a) To the best of Maker’s knowledge and belief, after giving effect to this Amendment, no default has occurred under the Note nor has any event occurred or failed to occur which, with the passage of time or the giving of notice or both, would comprise such a default;

          (b) There are no offsets, counterclaims or defenses against the indebtedness evidenced by the Note, as modified hereby;

          (c) Maker has full power, authority and legal right to execute this Amendment and to keep and observe all of the terms of this Amendment to be observed or performed by Maker; and

          (d) There are no actions, suits or proceedings pending or, to the knowledge of Maker, threatened against or affecting Maker or involving the validity or enforceability of the Note, at law or in equity, and Maker is not operating under, or subject to, or in default of, or in violation with respect to, any order, writ, injunction, decree or demand of any court or any governmental authorities.

8. Holder’s Representations and Warranties: Each Holder has full power, authority and legal right to execute this Amendment and to keep and observe all of the terms of this Amendment to be observed or performed by such Holder.

9. This Amendment may be executed by the parties hereto in separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute on and the same instrument. All such counterparts may be delivered among the parties hereto be facsimile or other electronic transmission, which shall not affect the validity thereof.

10. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof). Any dispute regarding this Amendment shall be exclusively referred to arbitration in London and conducted in accordance with the Arbitration Act 1996 (England and Wales) or any statutory modification or re-enactment thereof, and the parties agree to submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one arbitrator and the two so appointed shall appoint the third who shall and as chairman of such panel of arbitrators. Upon receipt by one party of the nomination in writing of such other party’s arbitrator, that party shall appoint its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed shall appoint the third arbitrator within ten days, failing which the single arbitrator shall act as sole arbitrator and any decision of the sole arbitrator shall be binding on both parties. The arbitration shall be conducted in accordance with the terms of the London Maritime Arbitrators Association (“LMAA”) then in effect. The parties agree that any tribunal constituted under this Amendment shall have the power to order consolidation of proceedings or concurrent hearings in relation to any and all disputes arising out of or in connection with the Promissory Note, the Master Agreement or the other documents

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contemplated thereby, which involve common questions of fact or law, and to make any orders ancillary to the same, including, without limitation, any orders relating to the procedures to be followed by the parties in any such consolidated proceedings or concurrent hearings. Consolidated disputes are to be heard by a maximum of three arbitrators, each party to have the right to appoint one arbitrator. In case a dispute arises as to whether consolidation is appropriate (including without limitation conflicting orders of relevant tribunals) and/or as to the constitution of the tribunal for any such consolidated proceedings, each party shall have the right to apply to the President for the time being of the LMAA for final determination of the consolidation of the proceedings and/or constitution of such tribunal.

11. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Promissory Note.

     IN WITNESS WHEREOF, the Maker and the Holders have caused this Amendment to be executed as of the first date written above.

THE MAKER: SEANERGY MARITIME HOLDINGS CORP.
By:	/s/ Dale Ploughman
	Name:	Dale Ploughman
	Title:	Chief Executive Officer

THE HOLDERS: UNITED CAPITAL INVESTMENTS CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney-in-Fact

ATRION SHIPHOLDING S.A.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney-in-Fact

PLAZA SHIPHOLDING CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney-in-Fact

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COMET SHIPHOLDING INC.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney-in-Fact

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EX-10.23

Exhibit 10.23

Dated 27^th August 2008

MARFIN EGNATIA BANK Societe Anonyme
as Lender

-and-

MARTINIQUE INTERNATIONAL CORP.
HARBOUR BUSINESS INTERNATIONAL CORP.
AMAZONS MANAGEMENT INC.
LAGOON SHIPHOLDING LTD.
CYNTHERA NAVIGATION LTD.
and
WALDECK MARITIME CO.
as joint and several Borrowers

FINANCIAL AGREEMENT
financial facilities not exceeding in aggregate US$ 255,000,000
m/vs “BREMEN MAX”, “HAMBURG MAX”, “DAVAKIS G. “, “DELOS RANGER”,
“AFRICAN ORYX” and “AFRICAN ZEBRA”

INDEX

1. PURPOSE	1
2. DEFINITIONS	2
3. THE FACILITIES – THE BORROWERS JOINT AND SEVERAL LIABILITY	22
4. AVAILABILITY	24
5. NOTICE OF DRAWDOWN	24
6. INTEREST PERIODS	25
7. INTEREST	26
8. DEFAULT INTEREST	27
9. SUBSTITUTE BASIS	27
11. REPAYMENT	31
12. APPLICATION	32
13. EVIDENCE OF DEBT	33
14. PAYMENTS	33
15. CHANGE OF CIRCUMSTANCES	34
16. REPRESENTATIONS AND WARRANTIES	35
17. SECURITIES	40
18. CONDITIONS PRECEDENT	41
19. FINANCIAL AND GENERAL UNDERTAKINGS	45
20. INSURANCE UNDERTAKINGS	49
21. OPERATIONAL UNDERTAKINGS	51
22. ACCOUNT TERMS	56
23. SECURITY MARGIN	57
24. EVENTS OF DEFAULT	57
25. SET-OFF	60
26. FEES	61
27. EXPENSES	61
28. INDEMNITY	62
29. ENVIRONMENTAL INDEMNITY	62
30. STAMP DUTIES	62
31. DETERMINATIONS	62
32. NO WAIVER	62
33. PARTIAL INVALIDITY	63
34. TRANSFER, ASSIGNMENT, PARTICIPATION, CHANGE OF LENDING BRANCH	63
35. NON-IMMUNITY	63
36. NOTICES	64
37. SUPPLEMENTAL	65
38. LAW AND JURISDICTION	66
39. THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS	67
SCHEDULE 1: NOTICE OF DRAWDOWN	70
SCHEDULE 2: ACKNOWLEDGEMENT	73
SCHEDULE 3: FORM OF COMPLIANCE CERTIFICATE	75
SCHEDULE 4: CHARTER DETAILS	77
SCHEDULE 5: COPY OF THE MASTER AGREEMENT	78

THIS AGREEMENT is made the 27 day of August 2008

BETWEEN

1)	MARFIN EGNATIA BANK Societe Anonyme as lender; and
2)	MARTINIQUE INTERNATIONAL CORP., HARBOUR BUSINESS INTERNATIONAL CORP., AMAZONS MANAGEMENT INC., LAGOON SHIPHOLDING LTD., CYNTHERA NAVIGATION LTD. and WALDECK MARITIME CO. as joint and several borrowers.

1.	PURPOSE
	This Agreement sets out the terms and conditions on which the Lender has agreed to make available to the Borrowers as joint and several borrowers certain term loan and revolving credit facilities not exceeding in aggregate Two hundred Fifty Five million Dollars ($255,000,000) in the following amounts and for the following purposes:

(a) a term loan facility in an aggregate amount of up to the lesser of: (A) One hundred Sixty Five million Dollars ($165,000,000) and (B) forty two per cent (42%) of the Unconditional Contract Price to be made available in six (6) advances and for the following purposes:

(i)	an advance of up to Twenty Eight million Eight hundred thousand Dollars ($28,800,000) (the “Bremen Advance”) for the purpose of assisting the Bremen Owner in financing or refinancing part of the acquisition cost of the Bremen Ship pursuant to the relevant MOA;
(ii)	an advance of up to Thirty million Dollars ($30,000,000) (the “Hamburg Advance”) for the purpose of assisting the Hamburg Owner in financing or refinancing part of the acquisition cost of the Hamburg Ship pursuant to the relevant MOA;
(iii)	an advance of up to Thirty Six million Eight hundred Fifty thousand Dollars ($36,850,000) (the “Davakis Advance”) for the purpose of assisting the Davakis Owner in financing or refinancing part of the acquisition cost of the Davakis Ship pursuant to the relevant MOA;
(iv)	an advance of up to Thirty Six million Eight hundred Fifty thousand Dollars ($36,850,000) (the “Ranger Advance”) for the purpose of assisting the Ranger Owner in financing or refinancing part of the acquisition cost of the Ranger Ship pursuant to the relevant MOA;
(v)	an advance of up to Eighteen million Five hundred thousand Dollars ($18,500,000) (the “Oryx Advance”) for the purpose of assisting the Oryx Owner in financing or refinancing part of the acquisition cost of the Oryx Ship pursuant to the relevant MOA; and

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(vi) an advance of up to Fourteen million Dollars ($14,000,000) (the “Zebra Advance”) for the purpose of assisting the Zebra Owner in financing or refinancing part of the acquisition cost of the Zebra Ship pursuant to the relevant MOA; and

(b) a revolving credit facility in an amount equal to the lesser of (a) Ninety million Dollars ($90,000,000) and (b) an amount in Dollars which when aggregated with the amount already drawn down under the Term Facility does not exceed seventy per cent (70%) of the aggregate Market Values of the Ships subject to a Mortgage (taking into consideration the Charters) and the market value of all other securities held in favour of the Lender to be made available to the Borrowers in multiple advances (together the “Revolving Advances” and singly each a “Revolving Advance”) for the purpose of providing the Borrowers with working and investment capital to be used, inter alia, for Acquisition Purposes.

2.	DEFINITIONS
2.1	In this Agreement the following terms shall have the following meanings:
	“Accounts” means collectively the Earnings Accounts and the Seanergy Holdings Account and, in the singular, means any of them;
	“Accounts’ Charges” means collectively the Earnings Account Charges and Seanergy Holdings Account Charge and, in the singular, means any of them;
	“Acquisition” means the acquisition by the Borrowers of the Ships on the terms of the Acquisition Documents;
	“Acquisition Documents” means the Master Agreement, the Purchase Documents, the Proxy Statement and any other document designated as an “Acquisition Document” by the Lender and the Borrowers as the same may from time to time be amended, varied or supplemented with the Lender’s prior written consent and, in the singular, means any of them;
	“Acquisition Purposes” means to make a payment to the Sellers of the Unconditional Contract Price or any part thereof (other than the part thereof payable under the Note) in accordance with the terms of the Acquisition Documents or any of them;
	“Advance” means the principal amount of each borrowing by the Borrowers under this Agreement (including for the avoidance of doubt each Revolving Advance and each Term Advance) or, if the context may require, so much thereof as shall for the time being be outstanding to the Lender hereunder or, as the case may be, the principal amount of that portion of each borrowing by the Borrowers under this Agreement for which the Borrowers select an Interest Period of a particular duration;
	“AMEX” means the American Stock Exchange;

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“Applicable Accounting Principles” means those accounting principles, standards and practices on which preparation of the Financial Statements is based, which are IFRS or US GAAP and principles and practices adopted by the Seanergy Maritime Guarantor, its Subsidiaries (including, without limitation, the Borrowers) at the date hereof or at any time hereafter and notified to and accepted by the Lender;

“Applicable Limit” means the maximum amount available for drawing hereunder in respect of the Revolving Facility at any relevant time and being on the date hereof Ninety million Dollars ($90,000,000) and being reduced by Eighteen million Dollars ($18,000,000) on the first Reduction Date and by Twelve million Dollars ($12,000,000) on each of the following six (6) Reduction Dates and as it may be further reduced in accordance with Clauses 10.1 and/or 10.3 and/or 10.4 and/or 11.3 and/or any other provision of this Agreement;

“Applicable Margin” means:

(a) in respect of each Term Advance:

(i)	in the event that the Total Assets to Total Liabilities Ratio at the relevant Margin Calculation Date is greater than One hundred Sixty Five per cent (165%): One point fifty per cent (1.50%) per annum; and
(ii)	in the event that the Total Assets to Total Liabilities Ratio at the relevant Margin Calculation Date is lower than or equal to One hundred Sixty Five per cent (165%): One point seventy five per cent (1.75%) per annum;

(b) in respect of each Revolving Advance: Two point twenty five per cent (2.25 %) per annum;

“Approved Brokers” means the insurance brokers appointed by the Borrowers with the Lender’s prior approval, such approval not be unreasonably withheld;

“Auditors” means any first class firm of international accountants to be approved by the Lender;

“Availability Period” means in respect of each Facility, the period from the date of this Agreement until the Termination Date in respect of that Facility;

“Balloon Payment” means a payment in the amount of Fifty million Dollars ($50,000,000) to be made by the Borrowers to the Lender on the twenty eighth (28^th) and final Repayment Date;

“Banking Day” means a day on which banks and financial markets are open for business in Athens, New York and London and any other financial centre which the Lender may deem appropriate for the operation of the provisions of this Agreement;

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“Borrowers” means together the Bremen Owner, the Hamburg Owner, the Davakis Owner, the Ranger Owner, the Oryx Owner and the Zebra Owner and, in the singular, means any of them;

“Bremen Advance” shall have the meaning ascribed to it in Clause 1(a)(i);

“Bremen Earnings Account” means the account opened by the Bremen Owner with the Lender numbered 0275313420 into which all the Earnings of the Bremen Ship are to be paid, in accordance with Clause 21.2, such account to include any substitute account or sub-account or revised account or revised designation or number whatsoever and any deposit account to which monies from the Bremen Earnings Account may from time to time be paid on a time deposit basis;

“Bremen Owner” means Martinique International Corp., a corporation organised and existing under the laws of the British Virgin Islands, having its registered office at Palm Chambers, 197 Main Street, P.O. Box 3174, Road Town, Tortola, British Virgin Islands;

“Bremen Ship” means a bulk carrier vessel built in 1993, of 39,012 gross tons and 24,407 net tons presently registered in the ownership of the relevant Seller under the relevant Flag State under the name “BREMEN MAX”, to be acquired by the Bremen Owner and registered in its ownership on the relevant Delivery Date under the relevant Flag State, under the same name;

“Charter” means, in respect of each Ship, the time charter made between the Owner of the relevant Ship and the Charterer as detailed in Schedule 4 as the same may be amended, varied or supplemented with the Lender’s prior written consent and, in the plural, means all of them;

“Charter Assignment” means in relation to each Ship, the first priority deed of assignment of the Charter in respect of that Ship made or, as the context may require, to be made between the Owner thereof and the Lender in form and substance satisfactory to the Lender in its sole discretion as the same may from time to time be amended, varied or supplemented and in the plural, means all of them;

“Charterer” means South African Marine Corporation S.A., a corporation organized under the laws of the Republic of the Marshall Islands and having an office in Nicosia, Republic of Cyprus;

“Classification Society” means, in respect of each Ship, Bureau Veritas, or such other classification society member of the IACS, as may be approved in writing by the Lender;

“Commitment Letter” means the letter dated 6 June 2008, issued by the Lender addressed to the Borrowers and the Corporate Guarantors and accepted by them on 10 June 2008;

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“Compulsory Acquisition” means requisition for title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of a Ship by any Government Entity or other competent authority, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;

“Control” means in relation to a body corporate:

(a) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i)	cast, or control the casting of, more than fifty per cent (50%) of the maximum number of votes that might be cast at a general meeting of such body corporate; or
(ii)	appoint or remove all, or the majority, of the directors or other equivalent officers of such body corporate; or
(ii)	give directions with respect to the operating and financial polices of such body corporate with which the directors or other equivalent officers of such body corporate are obliged to comply; and/or

(b) the holding beneficially of more than fifty per cent (50%) of the issued share capital of such body corporate (excluding any part of that issued capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital),

and “Controlled” shall be construed accordingly;

“Corporate Guarantee” means each guarantee and indemnity in respect of the Borrowers’ obligations under this Agreement and the other Security Documents executed or, as the context may require, to be executed by the relevant Corporate Guarantor in favour of the Lender in form and substance satisfactory to the Lender in its sole discretion as the same may from time to time be amended, varied or supplemented and, in the plural, means both of them;

“Corporate Guarantors” means, together, the Seanergy Maritime Guarantor and the Seanergy Holdings Guarantor and, in the singular, means either of them;

“Davakis Advance” shall have the meaning ascribed to it in Clause 1(a)(iii);

“Davakis Earnings Account” means the account opened by the Davakis Owner with the Lender numbered 0275316427 into which all the Earnings of the Davakis Ship are to be paid, in accordance with Clause 21.2, such account to include any substitute account or sub-account or revised account or revised designation or number whatsoever and any deposit account to which monies from the Davakis Earnings Account may from time to time be paid on a time deposit basis;

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“Davakis Owner” means Amazons Management Inc., a corporation organised and existing under the laws of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands;

“Davakis Ship” means a bulk carrier vessel built in 2008, of 31,091 gross tons and 17,993 net tons presently registered in the ownership of the relevant Seller under the relevant Flag State under the name “DAVAKIS G.”, to be acquired by the Davakis Owner and registered in its ownership on the relevant Delivery Date under the relevant Flag State, under the same name;

“Delivery Date” means, in relation to each Ship, the date on which such Ship is delivered by the relevant Seller to the relevant Owner pursuant to the relevant MOA and the Master Agreement;

“Dollars” or “$” means the lawful currency for the time being of the United States of America;

“Drawdown” means the making of an Advance by the Lender to the Borrowers;

“Drawdown Date” means, in relation to each Advance, the date requested by the Borrowers for that Advance to be made available or (as the context requires) the date on which that Advance is actually made available;

“Earnings” means in relation to each Ship all freight, hire, passage monies and any other amounts whatsoever which may at any time be earned by or become payable to or for the account of the relevant Owner of that Ship or its agents arising out of or as a result of the ownership, possession, management and/or operation of that Ship by the Owner thereof or its agents or under any charter (including each Charter), contract or carriage or other contract (including a salvage or towage contract) for the use, operation or management of that Ship, all payments for any variation of any such contract and all damages for any breach of any such contract, all general average and salvage remuneration and all compensation for requisition for hire;

“Earnings Account Charge” means in relation to each Earnings Account the first priority assignment, pledge and charge granted or, as the context may require, to be granted by the relevant Borrower to the Lender on any monies standing the credit of that Earnings Account in form and substance satisfactory to the Lender as the same may from time to time hereafter be amended or supplemented and, in the plural, means all of them;

“Earnings Accounts” means together the Bremen Earnings Account, the Hamburg Earnings Account, the Davakis Earnings Account, the Ranger Earnings Account, the Oryx Earnings Account and the Zebra Earnings Account and, in the singular, means any of them;

“EBITDA” means, in respect of the relevant period, the aggregate amount of consolidated or combined pre tax profits of the Group before extraordinary or exceptional items,

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depreciation, amortisation, interest, rentals under finance leases and similar charges payable;

“Encumbrance” means a mortgage, pledge, lien, charge (whether fixed or floating), assignment, hypothecation, security interest, title retention, preferential right or trust arrangement and any other security agreement or arrangement whether now existing or arising in the future on the assets or revenue of the Borrowers or any of them or any other Security Party other than a pledge or lien arising by operation of law;

“Environmental Approvals” means any permit, licence, approval, ruling, certification, exemption or other authorisation relating to the Ships or any of them required under applicable Environmental Laws;

“Environmental Claim” means:

(a)	any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or
(b)	any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident;

and “claim” means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset;

“Environmental Incident” means:

(a)	any release of Environmentally Sensitive Material from a Relevant Ship; or
(b)	any incident in which Environmentally Sensitive Material is released from a vessel other than a Relevant Ship and which involves a collision between a Relevant Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Relevant Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or a Relevant Ship and/or any owner and/or any other operator or manager thereof is at fault or otherwise liable to any legal or administrative action; or
(c)	any other incident in which Environmentally Sensitive Material is released otherwise than from a Relevant Ship and in connection with which any Relevant Ship is actually or potentially liable to be arrested and/or where any owner and/or any operator or manager of any Relevant Ship is at fault or otherwise liable to any legal or administrative action;

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“Environmental Law” means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material;

“Environmentally Sensitive Material” means oil, oil products and any other substance (including any chemical, gas or other hazardous or noxious substance), which is (or is capable of being or becoming) polluting, toxic or hazardous;

“Event of Default” means any event referred to in Clause 24;

“Excess Risks” means in relation to each Ship the proportion of claims for general average and salvage charges and under the ordinary running-down clause, which is not recoverable in consequence of the value at which that Ship is assessed for the purpose of such claims exceeding her insured value;

“Facilities” means together the Term Facility and the Revolving Facility and, in the singular, means either of them;

“Financial Indebtedness” means any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent;

“Financial Statements” means the audited by the Auditors or unaudited annual or quarterly financial statements of the Group, referred to in Clause 19.1 comprising in each case of a statement of income, balance sheet, cash flow statement and relative notes;

“Flag State” means:

(a)	in relation to the Bremen Ship and the Hamburg Ship: the Isle of Man; and
(b)	in relation to the Davakis Ship, the Ranger Ship, the Oryx and the Zebra Ship: the Commonwealth of the Bahamas,

or in each case any other flag state which shall be acceptable to the Lender in its sole discretion;

“General Assignment” means in relation to each Ship the first priority deed of assignment relative to the Insurances, the Earnings and the Requisition Compensation of that Ship made or, as the context may require, to be made by and between the Owner of that Ship and the Lender in form and substance satisfactory to the Lender as the same may from time to time be amended, varied or supplemented;

“Government Entity” means and includes (whether having a distinct legal personality or not) any national or local government authority, board, commission, department, division, organ, instrumentality, court or agency or tribunal and any association, organisation or institution of which any of the foregoing is a member or to whose jurisdiction any of the foregoing is subject or in whose activities any of the foregoing is a participant;

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“Group” means each Corporate Guarantor and their Subsidiaries (whether direct or indirect and including without limitation the Borrowers and the Managing Subsidiary) from time to time during the Security Period and “members of the Group” shall be construed accordingly;

“Hamburg Advance” shall have the meaning ascribed to it in Clause 1(a)(ii);

“Hamburg Earnings Account” means the account opened by the Hamburg Owner with the Lender numbered 0275314426 into which all the Earnings of the Hamburg Ship are to be paid, in accordance with Clause 21.2, such account to include any substitute account or sub-account or revised account or revised designation or number whatsoever and any deposit account to which monies from the Hamburg Earnings Account may from time to time be paid on a time deposit basis;

“Hamburg Owner” means Harbour Business International Corp., a corporation organised and existing under the laws of the British Virgin Islands, having its registered office at Palm Chambers, 197 Main Street, P.O. Box 3174, Road Town, Tortola, British Virgin Islands;

“Hamburg Ship” means a bulk carrier vessel built in 1994, of 39,012 gross tons and 24,407 net tons presently registered in the ownership of the relevant Seller under the relevant Flag State under the name “HAMBURG MAX”, to be acquired by the Hamburg Owner and registered in its ownership on the relevant Delivery Date under the relevant Flag State, under the same name;

“IFRS” means international financial reporting standards;

“Indebtedness” means the aggregate of the Term Facility, the Revolving Facility and interest on each of them and all other amounts from time to time or at any time outstanding, due, owing or payable to the Lender from the Borrowers by way of principal, interest, fees or otherwise actually or contingently under the terms of this Agreement and/or under the Security Documents and/or in connection herewith and/or therewith;

“Insurance Documents” means all slips, cover notes, contracts, policies, certificates of entry or other insurance documents evidencing or constituting the Insurances from time to time in effect;

“Insurances” means all policies and contracts of insurance (which expression includes all entries of each Ship in a protection and indemnity or mutual hull or war risks association) or such other arrangements by way of insurance which are from time to time taken out or entered into in respect of or in connection with a Ship pursuant to this Agreement and including all benefits thereof including all claims of whatsoever nature and return of premiums;

“Insurers” means the underwriters, insurance companies, mutual insurance associations with or by which the Insurances are effected;

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“Interest Determination Date” means the Banking Day which is two (2) Banking Days prior to the commencement of an Interest Period;

“Interest Payment Date” means each day on which interest is payable in accordance with Clause 7, provided that if any such day is not a Banking Day, the relevant Interest Payment Date shall be the next succeeding day which is a Banking Day, unless such next succeeding Banking Day falls into another calendar month, in which event, the relevant Interest Payment Date shall be immediately preceding Banking Day;

“Interest Period” means each of the successive periods determined in accordance with Clause 6 of this Agreement during which either Facility or any part thereof is outstanding and for which an Interest Rate in respect thereof is to be established hereunder;

“Interest Rate” means for each Facility (save as provided in Clause 9) the rate of interest applicable to that Facility (or any part thereof) during each Interest Period in respect thereof which is/are conclusively certified by the Lender to the Borrowers to be the aggregate of (a) the Applicable Margin in respect of that Facility and (b) LIBOR or the Lender’s cost of funding the relevant Facility, for Interest Periods of longer than six (6) months;

“Investors” means together the corporations listed in Schedule 2 of the Master Agreement and, in the singular, means any of them;

“ISM Code” means, in relation to its application to the Manager, the Borrowers, each Ship and her operation:

(a)

‘The International Management Code for the Safe Operation of Ships and for Pollution Prevention’, currently known or referred to as the ‘ISM Code’, adopted by the Assembly of the International Maritime Organisation by Resolution A.741(18) on 4 November 1993 and incorporated on 19 May 1994 into chapter IX of the International Convention for the Safety of Life at Sea 1974 (SOLAS 1974); and

(b)

all further resolutions, circulars, codes, guidelines, regulations and recommendations which are now or in the future issued by or on behalf of the International Maritime Organisation or any other entity with responsibility for implementing the ISM Code, including without limitation, the ‘Guidelines on implementation or administering of the International Safety Management (ISM) Code by Administrations produced by the International Maritime Organisation pursuant to Resolution A.788(19) adopted on 25 November 1995,

as the same may be amended, supplemented or replaced from time to time;

“ISM Code Documentation” includes, in relation to each Ship:

(a) the document of compliance (DOC) and safety management certificate (SMC) issued pursuant to the ISM Code in relation to such Ship within the periods specified by the ISM Code; and

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(b)	all other documents and data which are relevant to the ISM SMS and its implementation and verification which the Lender may require in its reasonable discretion; and
(c)	any other documents which are prepared or which are otherwise relevant to establish and maintain compliance of such Ship or the compliance of the relevant Borrower with the ISM Code which the Lender may require in its reasonable discretion;

“ISM SMS” means, in relation to each Ship, the safety management system for such Ship which is required to be developed, implemented and maintained by each Borrower under the ISM Code;

“ISPS Code” means the International Ship and Port Facility Security Code adopted by the International Maritime Organization Assembly as the same may have been or may be amended or supplemented from time to time;

“ISPS Code Documentation” includes in relation to each Ship:

(a)	the International Ship Security Certificate issued pursuant to the ISPS Code in relation to such Ship within the periods specified by the ISPS Code; and
(b)	all other documents and data which are relevant to the ISPS Code and its implementation and verification which the Lender may require in its reasonable discretion;

“Lender” means Marfin Egnatia Bank Societe Anonyme, a company duly incorporated under the laws of the Republic of Greece, having its registered office at 4 Danaidon Street, Thessaloniki, Greece and acting in this case through its office at 91 Akti Miaouli Street, 185 38 Piraeus, Greece and shall include its successors and assigns;

“LIBOR” means, for an Interest Period:

(a)

the rate per annum equal to the offered quotation for deposits in Dollars for a period equal to, or as near as possible equal to, the relevant Interest Period which appears on the appropriate page of the Reuters Monitor Money Rates Service at or about 11.00 a.m. (London time) on the Interest Determination Date for that Interest Period (or on such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for Dollars; or

(b)

if no rate is quoted on the appropriate page of the Reuters Monitor Money Rates Service, the rate per annum determined by the Lender to be the arithmetic mean (rounded upwards, if necessary, to the nearest one-sixteenth of one per cent) of the rates per annum at which deposits in Dollars are offered to the Lender by leading banks in the London Interbank Market at the Lender’s request at or about 11.00 a.m. (London time) on the Interest Determination Date for that Interest Period

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for a period equal to that Interest Period and for delivery on the first Banking Day of it;

“Liquid Assets” means, at any relevant time hereunder, the aggregate of:

(a)	cash in hand or held with banks or other financial institutions of the Borrowers and/or any other member of the Group in Dollars or another currency freely convertible into Dollars;
(b)	the market value of transferable certificates of deposit in a freely convertible currency acceptable to the Lender (being for the purposes of this Agreement, Dollars, Japanese Yen, Swiss Francs, Euros or Sterling) issued by a prime international bank; and
(c)	the market value of equity securities (if and to the extent that the Lender is reasonably satisfied that such equity securities are readily saleable for cash and that there is a ready market therefor) and investment grade debt securities which are publicly traded on a major stock exchange or investment market (valued at market value as at any applicable date of determination);

in each case owned by the Borrowers or any other member of the Group, where:

(i)	the market value of any asset specified in paragraph (b) and (c) shall be the bid price quoted for it on the relevant calculation date by the Lender; and
(ii)	the amount or value of any asset denominated in a currency other than Dollars shall be converted into Dollars using the Lender’s spot rate for the purchase of Dollars with that currency on the relevant calculation date;

“Loan Account” means collectively the account or accounts maintained by the Lender referred to in Clause 13;

“Major Casualty” means, in relation to each Ship, any casualty to such Ship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds Seven hundred and fifty thousand Dollars ($750,000) or the equivalent thereof in any other currency;

“Manager” means Enterprises Shipping and Trading S.A., a corporation organised and existing under the laws of the Republic of Liberia, having its registered office at 80 Broad Street, Monrovia, Liberia and having established an office in Greece under Greek Law 89/67 (as amended) at 11 Poseidonos Avenue, 167 77 Elliniko, Attiki, Greece or any other company approved by the Lender as manager of the Ships, such approval not to be unreasonably withheld or delayed;

“Manager’s Undertaking” means, in relation to each Ship, a letter of undertaking including, where appropriate, an assignment of any Insurances of which the Manager is a beneficiary

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executed or, as the context may require, to be executed by the Manager in favour of the Lender, in such terms as the Lender may approve or require and, in the plural, means all of them;

“Management Agreement” means the management agreement dated 20 May 2008 made by and between (i) the Managing Subsidiary and (ii) the Manager as supplemented by a deed of accession dated 11 June 2008 in relation to each Ship signed by the Owner of that Ship and as the same may from time to time be further amended, varied or supplemented with the Lender’s prior written consent, such consent not to be unreasonably withheld or delayed;

“Managing Subsidiary” means Seanergy Management Corp., a corporation organized and existing under the laws of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands;

“Margin Calculation Date” has the meaning given to that term in Clause 7.3

“Market Value” means in respect of each Ship, the value thereof determined in accordance with the provisions of Clause 21.26;

“Master Agreement” means the agreement dated as of 20 May 2008 made between the Corporate Guarantors and the entities listed in schedules 1 and 2 thereto (a copy of which is annexed hereto as Schedule 5) as amended by an amendment thereto executed on 25 July 2008 by the parties thereto and as the same may from time to time be further amended, varied or supplemented with the Lender’s prior written consent;

“MOA” means:

(a)

in relation to the Bremen Ship: the memorandum of agreement dated 20 May 2008 entered into between the relevant Seller as seller and the Seanergy Maritime Guarantor or its guaranteed nominee as buyer as supplemented by an acknowledgment and agreement dated 26th May 2008 pursuant to which (i) the Seanergy Maritime Guarantor nominated the Bremen Owner and the Bremen Owner agreed to acquire the Bremen Ship from the relevant Seller and (ii) the Seanergy Maritime Guarantor guaranteed the performance by the Bremen Owner of its obligations under such memorandum of agreement, and as further amended by Addendum No.1 dated 14th July 2008 and Addendum No. 2 dated 30th July 2008, relating to the sale and purchase of the Bremen Ship;

(b)

in relation to the Hamburg Ship: the memorandum of agreement dated 20 May 2008 entered into between the relevant Seller as seller and the Seanergy Maritime Guarantor or its guaranteed nominee as buyer as supplemented by an acknowledgment and agreement dated 26th May 2008 pursuant to which (i) the Seanergy Maritime Guarantor nominated the Hamburg Owner and the Hamburg Owner agreed to acquire the Hamburg Ship from the relevant Seller and (ii) the Seanergy Maritime Guarantor guaranteed the performance by the Hamburg Owner of its obligations under such memorandum of agreement, and as further amended

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	by Addendum No.1 dated 14th July 2008 and Addendum No. 2 dated 30th July 2008, relating to the sale and purchase of the Hamburg Ship;
(c)	in relation to the Davakis Ship: the memorandum of agreement dated 20 May 2008 entered into between the relevant Seller as seller and the Seanergy Maritime Guarantor or its guaranteed nominee as buyer as supplemented by an acknowledgment and agreement dated 26th May 2008 pursuant to which (i) the Seanergy Maritime Guarantor nominated the Hamburg Owner and the Davakis Owner agreed to acquire the Davakis Ship from the relevant Seller and (ii) the Seanergy Maritime Guarantor guaranteed the performance by the Davakis Owner of its obligations under such memorandum of agreement, and as further amended by Addendum No.1 dated 14th July 2008 and Addendum No. 2 dated 30th July 2008, relating to the sale and purchase of the Davakis Ship;
(d)	in relation to the Ranger Ship: the memorandum of agreement dated 20 May 2008 entered into between the relevant Seller as seller and the Seanergy Maritime Guarantor or its guaranteed nominee as buyer as supplemented by an acknowledgment and agreement dated 26th May 2008 pursuant to which (i) the Seanergy Maritime Guarantor nominated the Ranger Owner and the Ranger Owner agreed to acquire the Ranger Ship from the relevant Seller and (ii) the Seanergy Maritime Guarantor guaranteed the performance by the Ranger Owner of its obligations under such memorandum of agreement, and as further amended by Addendum No.1 dated 14th July 2008 and Addendum No. 2 dated 30th July 2008, relating to the sale and purchase of the Ranger Ship;
(e)	in relation to the Oryx Ship: the memorandum of agreement dated 20 May 2008 entered into between the relevant Seller as seller and the Seanergy Maritime Guarantor or its guaranteed nominee as buyer as supplemented by an acknowledgment and agreement dated 26th May 2008 pursuant to which (i) the Seanergy Maritime Guarantor nominated the Oryx Owner and the Oryx Owner agreed to acquire the Oryx Ship from the relevant Seller and (ii) the Seanergy Maritime Guarantor guaranteed the performance by the Oryx Owner of its obligations under such memorandum of agreement, and as further amended by Addendum No.1 dated 14th July 2008 and Addendum No. 2 dated 30th July 2008, , relating to the sale and purchase of the Oryx Ship; and
(f)	in relation to the Zebra Ship: the memorandum of agreement dated 20 May 2008 entered into between the relevant Seller as seller and the Seanergy Maritime Guarantor or its guaranteed nominee as buyer as supplemented by an acknowledgment and agreement dated 26th May 2008 pursuant to which (i) the Seanergy Maritime Guarantor nominated the Zebra Owner and the Zebra Owner agreed to acquire the Zebra Ship from the relevant Seller and (ii) the Seanergy Maritime Guarantor guaranteed the performance by the Zebra Owner of its obligations under such memorandum of agreement, and as further amended by Addendum No.1 dated 14th July 2008 and Addendum No. 2 dated 30th July 2008 relating to the sale and purchase of the Zebra Ship,

and, in the plural, means all of them;

“Mortgage” means:

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(a)	in relation to the Bremen Ship and the Hamburg Ship, the first priority Isle of Man mortgage and deed of covenants collateral thereto; and
(b)	in relation to the Davakis Ship, the Ranger Ship, the Oryx Ship and the Zebra Ship, the first priority Bahamas mortgage and deed of covenants collateral thereto,

granted or, as the context may require, to be granted by the Owner of that Ship to the Lender to secure the due payment of the Indebtedness in form and substance satisfactory to the Lender as the same may from time to time hereafter be amended or supplemented, and, in the plural, means all of them;

“Nasdaq” means the National Association of Securities Dealers Automated Quotation;

“Net Interest Expense” means in respect of the relevant period: (a) the aggregate of all interest payable by any member of the Group on any Financial Indebtedness (excluding any amounts owing by one member of the Group to another member of the Group) and any net amounts payable under interest rate hedge agreements, less (b) the aggregate of all interest received by any member of the Group arising from any Liquid Assets and any net amounts received by any member of the Group under interest rate hedge agreements as shown in the consolidated statements of income for the Group in the relevant Financial Statements;

“Nomination Date” means the Banking Day which is three (3) Banking Days prior to the commencement of an Interest Period;

“Note” means a promissory note convertible into the Note Shares for an aggregate amount of Twenty Eight million Two hundred and Fifty thousand Dollars ($28,250,000) issued by the Seanergy Holdings Guarantor in favour of the Investors as nominees of the Sellers and countersigned by the Seanergy Maritime Guarantor in the form attached to the Master Agreement as Exhibit B;

“Note Shares” means 2,260,000 shares of the Seanergy Holdings Guarantor into which the Note is convertible at a price of $12.50 per share;

“Notice of Drawdown” means each written notice given by the Borrowers to the Lender pursuant to Clause 5.1.4 substantially in the form set out in Schedule 1 hereto;

“Oryx Advance” shall have the meaning ascribed to it in Clause 1(a)(v);

“Oryx Earnings Account” means the account opened by the Oryx Owner with the Lender numbered 0275319423 into which all the Earnings of the Oryx Ship are to be paid, in accordance with Clause 21.2, such account to include any substitute account or sub-account or revised account or revised designation or number whatsoever and any deposit account to which monies from the Oryx Earnings Account may from time to time be paid on a time deposit basis;

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“Oryx Owner” means Cynthera Navigation Ltd., a corporation organised and existing under the laws of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands;

“Oryx Ship” means a bulk carrier vessel built in 1998, of 15,888 gross tons and 8060 net tons presently registered in the ownership of the relevant Seller under the relevant Flag State under the name “AFRICAN ORYX”, to be acquired by the Oryx Owner and registered in its ownership on the relevant Delivery Date under the relevant Flag State, under the same name;

“Owner” means:

(a)	in relation to the Bremen Ship: the Bremen Owner;
(b)	in relation to the Hamburg Ship: the Hamburg Owner;
(c)	in relation to the Davakis Ship: the Davakis Owner;
(d)	in relation to the Ranger Ship: the Ranger Owner;
(e)	in relation to the Oryx Ship: the Oryx Owner; and
(f)	in relation to the Zebra Ship: the Zebra Owner,

and, in the plural, means all of them;

“Permitted Liens” means;

(a)	security interests created by the Security Documents;
(b)	liens for unpaid master’s and crew’s wages in accordance with usual maritime practice, not being;
(c)	liens for salvage;
(d)	liens arising by operation of law for not more than two (2) months’ prepaid hire under any charter in relation to a Ship not prohibited by this Agreement;
(e)	liens for master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the relevant Borrower in good faith by appropriate steps such that there is no risk of arrest of the Ship);
(f)	any security interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses where a Borrower is actively prosecuting or defending such proceedings or arbitration in good faith; and

16

(g)	security interests arising by operation of law in respect of taxes which are not overdue for payment in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made;
“Permitted Liquidation and Dissolution” means the liquidation and dissolution of the Seanergy Maritime Guarantor provided in the Proxy Statement;

“Protection and Indemnity risks” means the usual risks covered by a protection and indemnity association that is a member of the International Group of Protection and Indemnity Associations, including the proportion not otherwise recoverable in case of collision under the ordinary running-down clause;

“Proxy Statement” means the notice of a special meeting of the shareholders and proxy statement of the Seanergy Maritime Guarantor issued or to be issued by it in connection with, inter alia, the Acquisition and the Permitted Liquidation and Dissolution as the same may from time to time be amended, varied or supplemented;

“Purchase Documents” means, in relation to each Ship, the relevant MOA and all contracts, bills of sale, export licenses (if appropriate) and other documents whatsoever made or to be made whereby the relevant Owner will acquire such Ship;

“Ranger Advance” shall have the meaning ascribed to it in Clause 1(a)(iv);

“Ranger Earnings Account” means the account opened by the Ranger Owner with the Lender numbered 0275318428 into which all the Earnings of the Ranger Ship are to be paid, in accordance with Clause 21.2, such account to include any substitute account or sub-account or revised account or revised designation or number whatsoever and any deposit account to which monies from the Ranger Earnings Account may from time to time be paid on a time deposit basis;

“Ranger Owner” means Lagoon Shipholding Ltd., a corporation organised and existing under the laws of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands;

“Ranger Ship” means a bulk carrier vessel presently under construction, known as Hull KA216 at the yard Domestic Trade Ministry Kouan Shipbuilding Industry Co., of the People’s Republic of China, to be acquired by the Ranger Owner from the relevant Seller and registered in its ownership on the relevant Delivery Date under the relevant Flag State, under the name “DELOS RANGER”;

“Reduction Date” means each of the seven (7) dates falling at consecutive annual intervals after the Drawdown Date of the Term Advance first to occur and each other date on which the Applicable Limit shall be reduced pursuant to the provisions of Clauses 10.3 and/or 11.3 and/or any other provision of this Agreement;

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“Relevant Ship” means each Ship and any other ship from time to time owned, managed or crewed by, or demise or bareboat chartered to an Owner or any other member of the Group;

“Repayment Dates” means:

(a)	in relation to the Term Facility, each of the twenty eight (28) dates falling at consecutive quarterly intervals after the earlier of (i) the Drawdown Date of the Term Advance last to occur and (ii) 31 March 2009; and
(b)	in relation to the Revolving Facility, the last Repayment Date in relation to the Term Facility;

provided that if any such day is not a Banking Day the relevant Repayment Date shall be the next succeeding day which is a Banking Day unless such next succeeding Banking Day falls in another calendar month in which event the relevant Repayment Date shall be the immediately preceding Banking Day

“Repayment Instalments” means, in respect of the Term Facility, collectively the twenty eight (28) consecutive quarterly instalments the first to the fourth (inclusive) instalments being in the amount of Seven million Five hundred thousand Dollars ($7,500,000) each, the fifth to the eighth (inclusive) instalments being in the amount of Five million Two hundred Fifty thousand Dollars ($5,250,000) each and the ninth to the twenty eighth (inclusive) instalments being in the amount of Three million Two hundred thousand Dollars ($3,200,000) each, the first such instalment being due and payable on the first Repayment Date relating to the Term Facility and each subsequent such instalment being due and payable on each Repayment Date relating to the Term Facility falling at successive quarterly intervals thereafter; provided that if the Term Facility drawn down is less than One hundred Sixty Five million Dollars ($165,000,000) then the Repayment Instalments and the Balloon Payment shall be reduced proportionately;

“Requisition Compensation” means all compensation payable by reason of any Compulsory Acquisition of a Ship other than requisition for hire;

“Revolving Facility” means a revolving credit facility in the principal amount of up to Ninety million Dollars ($90,000,000) at any one time outstanding to be made available to the Borrowers by the Lender in multiple Advances pursuant to the terms of Clause 3 as the same may be reduced in accordance with the terms and conditions of this Agreement or, if the context may so require, so much thereof as shall for the time being be outstanding to the Lender hereunder;

“Seanergy Holdings Account” means the account opened by the Seanergy Holdings Guarantor with the Lender numbered 0275323422 into which all the dividends of each of the Borrowers are to be paid, in accordance with Clause 19.10, such account to include any substitute account or sub-account or revised account or revised designation or number

18

whatsoever and any deposit account to which monies from the Seanergy Holdings Account may from time to time be paid on a time deposit basis;

“Seanergy Holdings Account Charge” means the first priority assignment, pledge and charge granted or, as the context may require, to be granted by the Seanergy Holdings Guarantor to the Lender on the Seanergy Holdings Account in form and substance satisfactory to the Lender as the same may from time to time be amended, varied or supplemented;

“Seanergy Holdings Guarantor” means Seanergy Maritime Holdings Corp. (formerly known as Seanergy Merger Corp.), a corporation organized and existing under the laws of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands;

“Seanergy Maritime Guarantor” means Seanergy Maritime Corp., a corporation organized and existing under the laws of the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands;

“Security Documents” means collectively the Mortgages, the General Assignments, the Charter Assignments the Corporate Guarantees, the Manager’s Undertakings, the Subordination Deed and the Accounts’ Charges and where the context so admits this Agreement and any other documents executed pursuant hereto as security for the due payment of the Indebtedness;

“Security Parties” means each party to the Security Documents (other than the Lender, the Investors and the Manager) and in the singular means any of them;

“Security Period” means the period during which the Security Documents remain in effect and ending when the Indebtedness is paid in full;

“Seller” means:

(a)	in relation to the Bremen Ship: Pavey Services Ltd. of the British Virgin Islands;
(b)	in relation to the Hamburg Ship: Shoreline Universal Limited of the British Virgin Islands;
(c)	in relation to the Davakis Ship: Kalistos Maritime S.A. of the Marshall Islands;
(d)	in relation to the Ranger Ship: Kalithea Maritime S.A. of the Marshall Islands;
(e)	in relation to the Oryx Ship: Valdis Marine Corp. of the Marshall Islands; and
(f)	in relation to the Zebra Ship: Goldie Navigation Ltd. of the Marshall Islands,

and, in the plural, means all of them;

“Ships” means together the Bremen Ship, the Hamburg Ship, the Davakis Ship, the Ranger Ship, the Oryx Ship and the Zebra Ship and, in the singular, means any of them;

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“Subject Documents” means all of the Security Documents, the Acquisition Documents, the Charters and the Management Agreements (none to be amended, varied, supplemented or modified without the consent of the Lender, such consent no to be unreasonably withheld or delayed, or as permitted by this Agreement or the Security Documents) and together with any other instrument, document or memorandum, scheduled to any of the documents referred to above, and any notice, consent acknowledgement referred to in or required pursuant to any of the documents referred to above and any document, instrument or memorandum which secures any of the obligations of the Borrowers under any of the Security Documents;

“Subordination Deed” means a deed of subordination to be made between the Investors, the Lender and the Corporate Guarantors, subordinating the rights of the Investors under the Note, to those of the Lender under the Security Documents;

“Subsidiary” of a person means: (a) any other person directly or indirectly Controlled by that person; or (b) any other person whose dividends or distributions on ordinary voting share capital that person is entitled to receive more than fifty per cent (50%); or (c) any entity (whether or not so Controlled) treated as a Subsidiary in the financial statements of that person from time to time;

“Taxes” means all present and future taxes, levies, imposts, duties, charges, fees, deductions and withholdings, and any restrictions or conditions resulting in a charge (other than taxes on the overall net income of the Lender) and “Tax” and “Taxation” shall be construed accordingly;

“Term Advance” means each of the Bremen Advance, the Hamburg Advance, the Davakis Advance, the Ranger Advance, the Oryx Advance and the Zebra Advance and, in the plural, means all of them;

“Term Facility” means a term loan facility in an amount of up to One hundred Sixty Five million Dollars ($165,000,000) to be made available to the Borrowers by the Lender in up to six (6) Advances pursuant to the terms of Clause 3 or, if the context may so require, so much thereof as shall for the time being be outstanding to the Lender hereunder;

“Termination Date” means;

(a)	in respect of the Term Facility, 30 January 2009; and
(b)	in respect of the Revolving Facility, the date falling one (1) month prior to the last Repayment Date in relation to the Term Facility,

or in each case such later date(s) as the Lender may approve in writing;

“Total Assets” means at any relevant time the total assets of the Group as stated in the most recent Financial Statement of the Group, delivered pursuant to Clause 19.1.1;

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“Total Assets to Total Liabilities Ratio” means the ratio (expressed as a percentage) obtained by comparing the aggregate of the Total Assets with the Total Liabilities;

“Total Liabilities” means at any relevant time the total liabilities of the Group as stated in the most recent Financial Statements of the Group, delivered pursuant to Clause 19.1.1;

“Total Loss” means in relation to each Ship:

(a)	the actual or constructive or compromised or arranged or agreed total loss of such Ship; or
(b)	Compulsory Acquisition of such Ship; or
(c)	the capture, seizure, arrest, detention or confiscation of such Ship by any Government Entity or by a person acting or purporting to act on behalf of any Government Entity where such Ship is not released or discharged within sixty (60) days or such lesser period provided in the War Risks Insurances;

“Unconditional Contract Price” means an amount equal to (i) $367,030,750 in cash and (ii) $28,250,000 being the amount payable under the Note, payable by the Borrowers and/or the Seanergy Holdings Guarantor on their behalf to the Sellers or the Investors (as nominees of the Sellers) under the Acquisition Documents;

“US GAAP” means generally accepted accounting principles adopted in the United States;

“War Risks” includes all risks referred to in the Institute Time Clauses (Hulls) (1/10/83) and (1/11/95) including, but not limited to, the risk of mines, blocking and trapping, missing vessel, confiscation and all risks excluded by Clause 23 of the Institute Time Clauses (Hulls) (1/10/83) or Clause 24 of the Institute Time Clauses (Hulls) (1/11/1995);

“Zebra Advance” shall have the meaning ascribed to it in Clause 1(a)(vi);

“Zebra Earnings Account” means the account opened by the Zebra Owner with the Lender numbered 0275321421 into which all the Earnings of the Zebra Ship are to be paid, in accordance with Clause 21.2, such account to include any substitute account or sub-account or revised account or revised designation or number whatsoever and any deposit account to which monies from the Zebra Earnings Account may from time to time be paid on a time deposit basis;

“Zebra Owner” means Waldeck Maritime Co., a corporation organised and existing under the laws of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands; and

“Zebra Ship” means a bulk carrier vessel built in 1985, of 23,207 gross tons and 12,963 net tons presently registered in the ownership of the relevant Seller under the relevant Flag

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State under the name “AFRICAN ZEBRA”, to be acquired by the Zebra Owner and registered in its ownership on the relevant Delivery Date under the relevant Flag State, under the same name.

2.2	In this Agreement clause headings are for ease of reference only and shall be disregarded in the construction of this Agreement.
2.3	In this Agreement unless the context otherwise requires:

2.3.1	words importing the singular number shall include the plural and vice versa;
2.3.2	fees, costs and expenses shall be exclusive of any value added tax or similar tax (if any) which shall accordingly be payable in addition;
2.3.3	any reference to a document or instrument is a reference to that document or instrument as the same may have been, or may from time to time be amended or supplemented;
2.3.4	the liquidation, winding-up or dissolution of a company or body corporate or the appointment of a receiver, administrative receiver, manager or administrator of or in relation to a company or corporation or any of its assets shall be construed so as to include any equivalent or analogous proceedings under the laws of the jurisdiction in which it is incorporated or any jurisdiction in which it carries on business or has assets or liabilities;
2.3.5	references to persons include any individual, partnership, firm, trust, body corporate, government, governmental body, authority, agency, unincorporated body of persons or association;
2.3.6	a reference to any enactment or statutory provision include any enactment or statutory provision which amends, extends, consolidates or replaces the same or which has been amended, extended, consolidated or replaced by the same and shall include any orders, regulations, codes of practice, instruments or other subordinated legislation made under the relevant enactment or statutory provision; and
2.3.7	the words “herein”, “hereto” and “hereunder” refer to this Agreement as a whole and not to the particular Clause or Schedule in which the words may be used.

3.

THE FACILITIES – THE BORROWERS JOINT AND SEVERAL LIABILITY

3.1

The Lender hereby agrees to make available to the Borrowers subject to the terms and the conditions hereof (i) the Term Facility for the purposes stated in Clause 1(a) in an amount up to the lesser of (a) One hundred Sixty Five million Dollars ($165,000,000) and (b) forty two per cent (42%) of the Unconditional Contract Price and (ii) the Revolving Facility for the purposes stated in Clause 1(b) or for any other purpose approved by the Lender in an aggregate amount which is equal to the lesser of (a) Ninety million Dollars ($90,000,000)

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	and (b) an amount in Dollars which when aggregated with the amounts already drawn down under the Term Facility does not exceed seventy per cent (70%) of the aggregate Market Values of the Ships subject to a Mortgage (taking into consideration, the Charters) and the market value of all other securities held in favour of the Lender such value to be the face amount of the deposit (in the case of cash) or determined conclusively by appropriate advisers appointed by the Lender (in the case of other charged assets).
3.2	The Borrowers undertake to use the proceeds of each Advance in accordance with and for the purposes referred to in Clause 1; the Lender (although entitled) shall not be obliged to monitor the application of such proceeds.
3.3	All the liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several so that each Borrower shall be jointly and severally responsible with the other Borrowers for all liabilities and obligations of the Borrowers under this Agreement and so that such liabilities and obligations shall not be impaired by:

(a)	any failure of this Agreement to be legal, valid, binding and enforceable in relation to any of the Borrowers whether as a result of lack of corporate capacity, due authorisation, effective execution or otherwise;
(b)	any giving of time, forbearance, indulgence, waiver or discharge in relation to any of the Borrowers or to any other party to the Security Documents; or
(c)	any other matter or event whatsoever which might have the effect of impairing all or any of the liabilities and obligations of any of the Borrowers.

3.4

Each of the Borrowers declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement and none of the Borrowers shall in any circumstances be construed to be a surety for the obligations of the other Borrowers hereunder.

3.5

Until all sums owing to the Lender by the Borrowers under this Agreement and the other Security Documents have been paid in full none of the Borrowers (hereinafter called a “Creditor Borrower”) will without the prior written consent of the Lender ask, demand, sue for, take or receive from any of the other Borrowers or any other member of the Group (hereinafter called a “Debtor Borrower”) by set-off or any other manner the whole or any part of all present and future sums, liabilities and obligations payable or owing by the Debtor Borrower to the Creditor Borrower whether actual or contingent jointly or severally or otherwise howsoever (such sums being hereinafter called the “Subordinated Liabilities”) so long as any Senior Liabilities are outstanding to the Lender (for which purpose “Senior Liabilities” shall mean all present and future sums, liabilities and obligations whatsoever payable or owing by the Borrowers (or any of them) pursuant to the Security Documents or any of them or otherwise whatsoever, whether actual or contingent jointly or severally or otherwise howsoever).

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4. AVAILABILITY

Subject as herein provided, each Facility is available to the Borrowers to be drawn down during the relevant Availability Period. Any part of a Facility which remains undrawn at the close of business in Athens on the relevant Termination Date shall be automatically cancelled.

5. NOTICE OF DRAWDOWN

5.1 Subject to:

5.1.1 the receipt by the Lender of the documents specified in Clause 18 in form and substance satisfactory to the Lender and its legal advisers before the relevant Drawdown Date; and

5.1.2 no Event of Default or an event which with the giving of notice or passage of time or satisfaction of any other condition or any combination of the foregoing, may become an Event of Default having occurred; and

5.1.3 the representations and warranties set out in Clause 16 (updated mutatis mutandis to the relevant Drawdown Date) being true and correct; and

5.1.4 the receipt by the Lender of a Notice of Drawdown in the form set out in Schedule 1 hereto not later than 11.00 a.m. (London time) two (2) Banking Days prior to the relevant Drawdown Date setting out the date of the proposed Advance

each Advance shall be made available to the Borrowers in accordance with and on the terms and conditions of this Agreement.

5.2 No Advance shall be made if by being drawn down it would increase the aggregate amount of the Facilities drawn down to a sum in excess of seventy per cent (70%) of the aggregate of the Market Values of the Ships subject to a Mortgage and the value of any other security determined in accordance with clause 3.1. on the Drawdown Date of such Advance.

5.3 Unless otherwise expressly agreed between the Borrowers and the Lender no Revolving Advance shall be made:

5.3.1 if by being drawn down it would increase the Revolving Facility to a sum in excess of the Applicable Limit; and/or

5.3.2 in an amount of less than One million Dollars ($1,000,000);

5.3.3 for purposes other than the Acquisition Purposes unless the total amount drawn down under the Revolving Facility (including the amount to be drawn down pursuant to such Revolving Advance) would not exceed Thirty million Dollars ($30,000,000).

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5.4 Without prejudice to the generality of the foregoing provisions of this Clause 5 the Lender shall not be obliged to make available any Advance if, following its drawing, the covenant contained in Clause 23 (Security Margin) would cease to be complied with.

5.5	Each Notice of Drawdown shall be irrevocable and the Borrowers shall be bound to borrow in accordance with such notice.
5.6	On payment of the amount drawn down in respect of each Advance the Borrowers shall sign an Acknowledgement in the form of Schedule 2 hereto.
5.7	If the Borrowers give a Notice of Drawdown pursuant to Clause 5.1.3 and the Lender makes arrangements on the basis of such notice to acquire Dollars in the London Interbank Market to fund an Advance or any part thereof and the Borrowers are not permitted or otherwise fail to borrow in accordance with such Notice of Drawdown (either on account of any condition precedent not being fulfilled or otherwise) the Borrowers shall indemnify the Lender against any damages, losses or expenses which the Lender may incur (either directly or indirectly) as a consequence of the failure by the Borrowers to borrow in accordance with such Notice of Drawdown.
5.8	The Borrowers may, at any time during the Availability Period, cancel either Facility or, as the case may be, any part thereof which remains undrawn in whole or in part (but if in part in a minimum of Five hundred thousand Dollars ($500,000) or a multiple thereof upon giving the Lender three (3) Banking Days’ notice in writing to that effect. Such notice once given shall be irrevocable and upon such cancellation taking effect the relevant Facility shall be reduced accordingly. Notwithstanding any such cancellation pursuant to this Clause 5.8 the Borrowers shall continue to be liable for any and all amounts due to the Lender under this Agreement including without limitation any amounts due to the Lender under Clauses 7, 9, 15 and 28.
6.	INTEREST PERIODS
6.1	Subject to Clause 6.2, the Interest Periods applicable to an Advance shall (subject to market availability) be periods of a duration of one (1), three (3), six (6) months or twelve (12) months (or such other periods as the Lender and the Borrowers may agree) as selected by the Borrowers by written notice to be received by the Lender not later than 11.00 a.m. (London time) on the relevant Nomination Date;
6.2	Notwithstanding the provisions of Clause 6.1:

6.2.1 the initial Interest Period in respect of the Term Advance first to occur shall commence on the Drawdown Date thereof and shall end on the expiry date thereof and the initial Interest Period in respect of any subsequent Term Advance shall commence on the Drawdown Date thereof and shall end on the last day of the then current Interest Period in respect of the Term Advance first to occur and upon expiration of the first Interest Period in respect of the Term Advance first to occur,

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	all Term Advances shall be consolidated into and shall be treated in all respects as a single Term Advance and each subsequent Interest Period for such consolidated single Term Advance shall commence on the expiry of the preceding Interest Period in respect thereof;
6.2.2	the initial Interest Period in respect of each Revolving Advance shall commence on the Drawdown Date thereof and shall end on the expiry date thereof and each subsequent Interest Period for that Revolving Advance shall commence on the expiry of the preceding Interest Period in respect thereof;
6.2.3	if any Interest Period would otherwise end on a day which is not a Banking Day, that Interest Period shall be extended to the next succeeding day which is a Banking Day unless such next succeeding Banking Day falls in another calendar month in which event the Interest Period shall end upon the immediately preceding Banking Day;
6.2.4	if any Interest Period commences on the last Banking Day in a calendar month or if there is no numerically corresponding day in the month in which that Interest Period ends, that Interest Period shall end on the last Banking Day in that later month;
6.2.5	where any Repayment Date in relation to the Term Facility or a Reduction Date in relation to the Revolving Facility occurs other than at the end of an Interest Period there shall, in respect of that part of the relevant Facility equivalent to the amount of the Repayment Instalment falling due on such Repayment Date or to the amount by which the Applicable Limit shall be reduced on such Reduction Date (as the case may be) be a separate Interest Period expiring on such Repayment Date and/or Reduction Date and the Interest Rate relating to such part shall be fixed separately;
6.2.6	no Interest Period in respect of either Facility shall extend beyond the final Repayment Date applicable to that Facility;
6.2.7	save as provided in Clause 6.2.1, if the Borrowers fail to select an Interest Period in accordance with the above, such Interest Period shall be of three (3) months duration or of such other duration as the Lender in its sole discretion may reasonably select and notify the Borrowers; and
6.2.8	save as provided in Clauses 6.2.1 and 6.2.5 the Borrowers shall not select more than one (1) Interest Period in respect of the Term Facility at any one time.

7.	INTEREST
7.1	Subject to the terms of this Agreement the Borrowers shall pay to the Lender interest in respect of each Advance (or the relevant part thereof) accruing at the Interest Rate for each Interest Period relating thereto in arrears on the last day of each Interest Period, provided that where such Interest Period is of a duration longer than three (3) months, accrued

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	interest in respect of such Advance (or such part thereof) shall be paid every three (3) months during such Interest Period and on the last day of such Interest Period.
7.2	Interest shall be calculated on the basis of the actual number of days elapsed and a three hundred and sixty (360) day year.
7.3	The Lender shall on the Drawdown Date first to occur and on each date falling at consecutive quarterly intervals thereafter (each a “Margin Calculation Date”), calculate the Applicable Margin for the following three (3) months and the Lender shall make such calculations by reference to the most recent Financial Statements delivered to it in accordance with Clause 19.1; the Lender agrees to notify the Borrowers promptly of the Applicable Margin determined by it under this Clause 7.3.
7.4	The Interest Rate applicable for each Interest Period shall be calculated and determined by the Lender on each Interest Determination Date and each such determination of an Interest Rate hereunder shall be promptly notified by the Lender to the Borrowers at the beginning of each Interest Period in respect thereof.
7.5	The Lender’s certificate as to the Applicable Margin and/or the Interest Rate applicable shall be final and (except in the case of manifest error) binding on the Borrowers and the other Security Parties.
8.	DEFAULT INTEREST
8.1	In the event of a failure by the Borrowers to pay any amount on the date on which such amount is due and payable pursuant to this Agreement and/or the Security Documents and irrespective of any notice by the Lender or any other person to the Borrowers in respect of such failure, the Borrowers shall pay interest on such amount on demand from the date of such default up to the date of actual payment (as well after as before judgment) at the per annum rate which is the aggregate of (a) two per cent (2%) and (b) the Applicable Margin and (c) LIBOR.
8.2	Clause 7.2 shall apply to the calculation of interest on amounts in default.
9.	SUBSTITUTE BASIS
9.1	If the Lender determines (which determination shall be conclusive) that:

9.1.1	at 11.00 a.m. (London time) on any Interest Determination Date the Lender was not being offered by banks in the London Interbank Market deposits in Dollars in the required amount and for the required period; or
9.1.2	by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or

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9.1.3	adequate and reasonable means do not or will not exist for the Lender to ascertain the Interest Rate applicable to the next succeeding Interest Period; or
9.1.4	Dollars will or may not continue to be freely transferable;

	then, and in any such case the Lender shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances.
9.2	If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to such Advance or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof during such Interest Period(s).
9.3	During such Interest Period(s) the Borrowers and the Lender shall negotiate in good faith in order to agree an Interest Rate or Rates and Interest Period or Periods satisfactory to the Borrowers and the Lender to be substituted for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrowers and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrowers shall repay the Facilities together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facilities but without any prepayment fee, on the last day of such Interest Period, whereupon both Facilities shall be cancelled and no further Advances shall be made hereunder.
10.	PREPAYMENT
10.1	If a Ship is sold or becomes a Total Loss or the Mortgage on that Ship is discharged, on the Disposal Reduction Date for that Ship, the Borrowers shall prepay such part of the Facilities as is equal to the higher of (i) the Relevant Amount and (ii) such amount in Dollars as shall ensure that, following the relevant prepayment, the Security Margin referred to in Clause 23 is maintained.
	Defined terms
	For the purposes of this Clause 10.1:

(a) “Applicable Fraction” means, in relation to a Ship, a fraction having a numerator of an amount equal to the Market Value of such Ship (as most recently determined in accordance with clause 21.26) and a denominator of an amount equal to the aggregate Market Values of all of the Ships mortgaged at the relevant time in

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	favour of the Lender (as most recently determined in accordance with clause 21.26), in each case as at the Disposal Reduction Date of such Ship;
(b)	“Disposal Reduction Date” means:

(i)	in relation to a Ship which has become a Total Loss, its Total Loss Reduction Date; or
(ii)	in relation to a Ship which is sold in accordance with the provisions of the relevant Security Documents, the date of completion of such sale by the transfer of title to such Ship to the purchaser in exchange for payment of the relevant purchase price; or
(iii)	in relation to a Ship the Mortgage on which is discharged following the request of the Borrowers and the consent of the Lender in accordance with this Clause 10.1, the date of discharge of such Mortgage by the Lender;

(c) “Total Loss Reduction Date” means, in relation to a Ship which has become a Total Loss, the date which is the earlier of:

(i)	the date falling one hundred and eighty (180) days after that on which such Ship becomes a Total Loss; and
(ii)	the date upon which insurance proceeds are or Requisition Compensation is received in respect of such Total Loss by the relevant Owner (or the Lender pursuant to the relevant General Assignment or Mortgage); and

(d) “Relevant Amount” means, in relation to a Ship which has become a Total Loss or is sold or the Mortgage of which is discharged in accordance with this Clause 10.1, the amount in Dollars which is equal to the amount of the Applicable Fraction multiplied by the amount of the Facilities outstanding as of the Disposal Reduction Date for such Ship.

Subject to no Event of Default or any event which with the giving of notice or passage of time or satisfaction of any other condition or any combination of the foregoing may become an Event of Default being in occurrence or continuing at the time a prepayment is made under this Clause 10.1, any balance arising from the sale or Total Loss or discharge of Mortgage proceeds of a Ship, after the prepayment required by this Clause 10.1 has been made shall be released to the Borrowers or to such other person as the Borrowers may direct.

PROVIDED HOWEVER THAT if at any time during the Security Period there is only one Ship subject to a Mortgage and the Mortgage on that Ship is discharged following the Borrowers’ request or that Ship is sold (in both cases with the Lender’s prior written consent, such consent not to be unreasonably withheld) or becomes a Total Loss, on the Disposal Reduction Date the Borrowers shall mandatorily prepay the full amount of the Indebtedness to the Lender.

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10.2 For the purposes of this Clause 10.1, a Total Loss shall be deemed to have occurred:

(a)	in the case of an actual total loss of a Ship on the actual date and at the time that Ship was lost or if such date is not known, seven (7) days after the date on which such Ship was last reported;
(b)	in the case of a constructive total loss of a Ship upon the date and at the time notice of abandonment of such Ship is given to the Insurers of that Ship for the time being (provided a claim for such total loss is admitted by the Insurers) or, if the Insurers do not admit such a claim, or, in the event that such notice of abandonment is not given by the owner thereof to the Insurers of that Ship, on the date and at the time on which the incident which may result, in that Ship being subsequently determined to be a constructive total loss has occurred;
(c)	in the case of a compromised or arranged total loss of a Ship, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the Insurers of that Ship;
(d)	in the case of Compulsory Acquisition of a Ship, on the date upon which the relevant Compulsory Acquisition occurs; and
(e)	in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of a Ship (other than where the same amounts to Compulsory Acquisition of such Ship) by any Government Entity, or by persons purporting to act on behalf of any Government Entity, which deprives the owner thereof of the use of that Ship for more than thirty (30) days, upon the expiry of the period of thirty (30) days after the date upon which the relevant hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation occurred.

10.3

Unless an Event of Default shall have occurred (whereupon all moneys received by the Lender pursuant to Clause 10.1 shall be applied in accordance with the provisions of Clause 12) any and all amounts prepaid pursuant to Clause 10.1 shall be applied pro rata: (i) towards prepayment of the amounts outstanding under the Revolving Facility and (ii) towards prepayment of the Repayment Instalments and the Balloon Payment proportionately; provided however that unless the Borrowers and the Lender otherwise agree in writing, upon prepayment and application of any sums towards the Revolving Facility in accordance with this Clause 10.3, the Applicable Limit shall be reduced by the amounts so prepaid and applied.

10.4

In the event that at any time during the Security Period a Corporate Guarantor receives any proceeds following a cash exercise of warrants issued by such Corporate Guarantor, the Borrowers shall, upon the Lender’s request, prepay to the Lender an amount equal to such proceeds on the date of receipt thereof by the relevant Corporate Guarantor and such amount shall be applied towards either (i) reduction of the Revolving Facility, whereupon the Applicable Limit shall be reduced by the amount so prepaid and applied or (ii) any other manner as may be agreed between the Borrowers and the Lender.

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10.5	By giving not less than fifteen (15) days’ prior written notice to the Lender the Borrowers may prepay all or any part of either Facility (but if in part the amount to be prepaid shall be Five hundred thousand Dollars ($500,000) or a multiple thereof) at the end of the then current Interest Period. The Borrowers shall obtain any consent or approval from the relevant authorities that may be necessary to make any such prepayment of a Facility and if it fails to obtain and/or comply with the terms of such consent or approval and the Lender has to repay the amount prepaid or the Lender incurs any penalty or loss then the Borrowers shall indemnify the Lender forthwith against all amounts so repaid and/or against all such penalties and losses incurred.
10.6	Unless the Lender otherwise expressly agrees in writing, all prepayments under Clause 10.5 and related to the Term Facility shall be applied against pro rata reduction of the Repayment Instalments and the Balloon Payment.
10.7	Save as otherwise herein expressly provided, any prepayment of a Facility or any part thereof made or deemed to be made under this Agreement shall, if made otherwise than at the end of an Interest Period relative to the amounts prepaid, be made together with accrued interest thereon and such additional amount (if any) as the Lender may certify as necessary to compensate the Lender for any costs incurred or to be incurred by it as a result of such prepayment.
10.8	Any notice of prepayment given by the Borrowers under this Agreement shall be irrevocable and the Borrowers shall be bound to prepay in accordance with each such notice.
10.9	Any prepayment made under this Agreement and applied against the Term Facility may not be reborrowed hereunder.
10.10	Subject to the other provisions of this Agreement (including, without limitation, Clauses 9.3, 10.3, 10.4, 11.2, 15.1, 15.2 and 24) an amount prepaid in respect of the Revolving Facility may be reborrowed.
10.11	The Borrowers may not prepay all or any part of a Facility except in accordance with the express terms of this Agreement.
11.	REPAYMENT
11.1	The Term Facility shall be repaid by the Borrowers by (a) the twenty eight (28) Repayment Instalments each such Repayment Instalment being due and payable on the Repayment Date numerically corresponding to it and, on which such Repayment Instalment shall be due and payable hereunder and (b) the Balloon Payment being due and payable on the twenty eighth (28th) and final Repayment Date.
11.2	Subject as hereinafter provided, the aggregate of all outstanding amounts under the Revolving Facility shall be repaid by the Borrowers on the twenty eighth (28th) and final Repayment Date

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	whereupon, the Revolving Facility shall be cancelled and no further Revolving Advances shall be drawn down.
11.3	The Borrowers accept and agree that on each Reduction Date, the maximum amount of the Revolving Facility shall be reduced to the Applicable Limit available on such Reduction Date and in case that on any Reduction Date the aggregate outstanding principal amount of all Revolving Advances drawn down and outstanding by such Reduction Date exceeds the Applicable Limit available on such Reduction Date, the Borrowers covenant to pay to the Lender on such Reduction Date such part of the Revolving Facility as shall be required in order to reduce the Revolving Facility to the Applicable Limit available on such Reduction Date.
11.4	Each Repayment Instalment, the Balloon Payment and each amount payable in respect of the Revolving Facility shall be paid in Dollars.
12.	APPLICATION
	All moneys received by the Lender under or pursuant to any of the Agreement and/or the Security Documents and expressed to be applicable in accordance with the provisions of this Clause 12 shall be held by the Lender, to be applied in the following manner:

(a)	firstly, in or towards payment of all sums other than principal of or interest on the Facilities which may be owing to the Lender under this Agreement and the other Security Documents or any of them;
(b)	secondly, in or towards payment to the Lender of any interest owing in respect of each Facility or any part thereof;
(c)	thirdly, in or towards payment to the Lender of principal owing in respect of the each Facility;
(d)	fourthly, in or towards payment to the Lender of any amount due to it in accordance with the provisions of Clauses 10.6 and 28 by reason of any such payment in respect of either Facility not being effected on the last day of an Interest Period in respect of the total amount of that Facility;
(e)	fifthly, at any time on or after the occurrence of an Event of Default in retention of a sum equal to the total of any and all other amounts which (in the reasonable opinion of the Lender) although not then due to the Lender under this Agreement and the Security Documents will become so due to the Lender, such sums thereafter to be applied by the Lender from time to time in accordance with this clause 12; and
(f)	sixthly, the surplus (if any) shall be paid to the Borrowers or to whomsoever else may be entitled to receive such surplus.

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13.	EVIDENCE OF DEBT
13.1	The Lender shall maintain in accordance with its usual practice one or more Loan Accounts in the name of the Borrowers evidencing the Indebtedness which shall be in the “account current” referred to in the Mortgages.
13.2	In any legal action or proceedings arising out of or in connection with this Agreement and/or the Security Documents the entries made in the Loan Account(s) maintained pursuant to Clause 13.1 shall be conclusive evidence (save in the case of manifest error) of the existence and amounts of the liabilities of the Borrowers therein recorded.
14.	PAYMENTS
14.1	All amounts payable under this Agreement and/or the Security Documents by the Borrowers, including amounts payable under this Clause 14, shall be paid in full to the Lender without set-off or counterclaim or retention and free and clear of and without any deduction or withholding for or on account of any Taxes.
14.2	In the event the Borrowers are required by law to make any such deduction or withholding from any payment hereunder then the Borrowers shall forthwith pay to the Lender such additional amount as will result in the immediate receipt by the Lender (as the case may be) of the full amount which would have been received hereunder had no such deduction or withholding been made, but if the Lender shall be or become entitled to any Tax credit or relief in respect of any Tax which is deducted from any payment by the Borrowers and if the Lender in its sole determination actually receives a benefit from such Tax credit or relief in its country of domicile, incorporation or residence, the Lender shall, subject to any laws or regulations applicable thereto, pay to the Borrowers after such benefit is effectively received by the Lender such amounts (which shall be conclusively certified by the Lender) as shall ensure that the net amount actually retained by the Lender is equal to the amount which would have been retained if there had been no such deduction; the Borrowers shall promptly forward to the Lender official receipt of the relevant taxation or other authority or other evidence acceptable to the Lender of the amount deducted or withheld as aforesaid upon receipt of same, provided that in the event that it shall be illegal for the Borrowers to pay such additional amount as is referred to in this Clause 14.2 then the Indebtedness shall be repayable by the Borrowers to the Lender on demand.
14.3	All payments to be made by the Borrowers under this Agreement and/or the Security Documents shall be made in Dollars in immediately available and freely transferable and convertible funds not later than 11.00 a.m. London time on the date upon which the relevant payment is due to the Lender at such account as the Lender may from time to time nominate by written notice to the Borrowers.
14.4	The Borrowers undertake to indemnify the Lender against any loss incurred by the Lender as a result of any judgment or order being given or made for the payment of any amount due hereunder and such judgment or order being expressed in a currency other than the currency in which the payment was due hereunder and as a result of any variation having

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	occurred in rates of exchange between the date on which the currency is converted for the purpose of such judgment or order and the date of actual payment thereof. This indemnity shall constitute a separate and independent liability of the Borrowers and shall continue in force and effect notwithstanding any such judgment or order as aforesaid.
15.	CHANGE OF CIRCUMSTANCES
15.1	If:

15.1.1 any law, regulation, treaty or official directive (whether or not having the force of law) or the interpretation thereof by any authority charged with the administration thereof:

(a)	subjects the Lender to any Tax with respect to payments of principal of or interest on the Facilities or either of them or any other amount payable hereunder, other than Tax on the overall net income of the Lender; or
(b)	changes the basis of Taxation of payments to the Lender of principal of or interest on the Facilities or either of them or of any other amount payable hereunder (other than a change in the rate of Tax on the overall net income of the Lender); or
(c)	imposes, modifies or deems applicable any reserve and/or special deposit requirements against or in respect of assets or liabilities of, or deposits with or for the account of, or loans or credit extended by any office of the Lender; or
(d)	imposes on the Lender any other condition affecting this Agreement or the Facilities or either of them or any part thereof or its funding; or

15.1.2 the Lender complies with any request, law, regulation (including any which relates to capital adequacy or liquidity control or which affects the manner in which the Lender allocates capital resources to its obligations under this Agreement) or directive from any applicable fiscal or monetary authority (whether or not having the force of law) and as a result of any of the foregoing:

(a)	the cost to the Lender of making, funding or maintaining the Facilities or either of them is increased; or
(b)	the amount of principal, interest or other amount payable to the Lender or the effective return to the Lender hereunder is reduced; or
(c)	the Lender makes any payment or foregoes any interest or other return on or calculated by reference to the gross amount receivable by it from the Borrowers hereunder,

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then and in each such case upon demand from time to time the Borrowers shall pay to the Lender such amount as shall compensate the Lender for such increased cost, reduction, payment or foregone interest or other return. If the Lender is entitled to make a claim pursuant to this Clause it shall notify the Borrowers of the event by reason of which it is so entitled and shall submit to the Borrowers a certificate setting out details of the event giving rise to such compensation, the amount thereof and the manner in which it has been calculated and in the absence of manifest error such certificate shall be conclusive.

On receipt of such certificate the Borrowers shall have the option to prepay within ninety (90) days the Facilities together with all interest accrued thereof and all costs and other amounts (including amounts payable referred to above and any amount payable under Clause 10.7) payable to the Lender hereunder. If the Borrowers decide to exercise such option they shall give written notice to the Lender and prepay the amount due to the Lender within ninety (90) days of the receipt of the certificate referred to above. The Lender’s duties and liabilities hereunder shall be cancelled on the giving of such notice.

15.2	Notwithstanding anything to the contrary herein contained, if any change in law, regulation or treaty or in the interpretation or application thereof by any authority charged with the administration thereof shall make it unlawful for the Lender to make, fund or maintain the Facilities or either of them or any part thereof, the Lender may by written notice thereof to the Borrowers declare that the Lender’s duty to provide the Borrowers with the Facilities shall be terminated forthwith whereupon the Borrowers will prepay forthwith (or if permitted by law on the next following Interest Payment Date) the Facilities together with all interest accrued thereon and all other amounts payable to the Lender hereunder including the amounts due under Clause 10.7. The Lender’s duties and liabilities hereunder shall be cancelled on the giving of such notice.
15.3	If any of the events referred to in Clause 15.1 or Clause 15.2 shall occur, but without prejudice to the liability of the Borrowers to prepay the Facilities, the Borrowers and the Lender concerned shall negotiate in good faith with a view to agreeing terms for making the Facilities available from another jurisdiction, or funding the Facilities from alternative sources or otherwise restructuring the Facilities on a basis which is not unlawful.
16.	REPRESENTATIONS AND WARRANTIES
16.1	The Borrowers hereby represent and warrant to the Lender that:

16.1.1	each Security Party is a company or corporation duly formed and validly existing under the laws of the country of its incorporation and has the power and authority to own its assets and carry on business in each jurisdiction in which it owns assets or carries on business;
16.1.2	each Security Party has power to enter into this Agreement and the Subject Documents to which it is a party and to perform and discharge its/his/her duties and liabilities hereunder and thereunder and the Borrowers have the power to borrow hereunder and each Security Party has taken all necessary action (whether

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	corporate or otherwise) required to authorise the execution, delivery and performance of this Agreement and the Subject Documents and the borrowings to be made hereunder;
16.1.3	the execution, delivery and performance of this Agreement and the other Subject Documents will not contravene or exceed the powers granted to each Security Party or by, or any provision of, any law or regulation in any jurisdiction to which the Security Parties or any of them are/is subject, any order or decree of any governmental agency or court of or in any jurisdiction to which the Security Parties or any of them are/is subject, the certificates of incorporation, the other constitutional documents of the Security Parties or any of them or any mortgage, deed, contract or agreement to which the Security Parties or any of them is/are a party and which is binding upon the Security Parties’ assets, and will not cause any Encumbrance to arise over or attach to all or any part of any Security Party’s revenues or assets nor require any Security Party to create any such Encumbrance;
16.1.4	all consents, licences, approvals, registrations, authorisations or declarations (including, without limitation, all foreign exchange control approvals) in any jurisdiction to which the Security Parties or any of them is/are subject required to enable the Borrowers to borrow hereunder and the Borrowers and the other Security Parties lawfully to enter into and perform and discharge their respective duties and liabilities under this Agreement and the other Subject Documents to which each of them is a party and to ensure that the duties and liabilities of each of the Borrowers and the other Security Parties hereunder and thereunder are legal, valid and enforceable in accordance with the terms of this Agreement and the other Subject Documents to which each of them is a party and to make this Agreement and the other Subject Documents admissible in evidence in such aforesaid jurisdictions have been obtained or made and are in full force and effect;
16.1.5	this Agreement and the other Subject Documents constitute the legal, valid, binding and unconditional duties and liabilities of each Security Party as is a party thereto, enforceable against such Security Party in accordance with the terms thereof;
16.1.6	no Security Party has failed to pay when due any material amount or to perform any material duty under the provisions of any agreement relating to indebtedness in excess in aggregate of Seven hundred and fifty thousand Dollars ($750,000) to which it is a party or by which it may be bound and no event has occurred and is continuing which constitutes, or which with the giving of notice or lapse of time or both would constitute, a material breach or default by such Security Party under any such agreement;
16.1.7	no litigation or administrative proceedings in any court, arbitration tribunal or governmental authority are pending or, to the knowledge of the Borrowers or any of them, threatened against any Security Party or any of its assets which might materially adversely affect such Security Party’s ability to perform and discharge its

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	duties and liabilities hereunder and under the Subject Documents as is a party thereto;
16.1.8	the Financial Statements provided by the Borrowers to the Lender in accordance with Clause 19.1 are complete and correct and present fairly the position of the members of the Group therein stated and the results of the operations of the members of the Group therein stated ended on such date, and have been prepared in accordance with the Applicable Accounting Principles consistently applied and give a true and fair view of the financial condition, assets and liabilities of the members of the Group therein stated at the date to which such Financial Statements have been prepared and since that date there has been no adverse change in the financial condition of the business, assets or operation of the members of the Group therein stated or the Group taken as a whole (as the case may be);
16.1.9	the information provided to the Lender in relation to this transaction is true and correct in all material respects and does not omit any material detail;
16.1.10	the copy of each Subject Document delivered by the Borrowers to the Lender is a true and complete copy thereof;
16.1.11	none of the parties to the Subject Documents is in default thereunder;
16.1.12	none of the Security Parties is in default under any agreement to which it/he is a party or by which it may be bound and no litigation, arbitration, tax claim, administrative proceeding or investigation is current or pending or (to its knowledge) threatened;
16.1.13	the financial condition of the Borrowers and the other Security Parties has not suffered any material deterioration since that condition was last disclosed to the Lender except for obligations which are mandatorily preferred by operation of law and not by contract;
16.1.14	all the obligations and liabilities of the Borrowers hereunder rank and will rank at least pari passu in right of payments with all other unsubordinated indebtedness of the Borrowers or any of them;
16.1.15	save as herein provided, none of the Borrowers and the Corporate Guarantors has incurred any indebtedness or authorised or accepted any capital commitments;
16.1.16	no Taxes are imposed by deduction withholding or otherwise or any other payment to be made by any Security Party under this Agreement and/or any other of the Subject Documents or are imposed on or by virtue of the execution or delivery of the Agreement and/or any other of the Subject Documents or any document or instrument to be executed or delivered hereunder or thereunder and all relevant tax returns have been filed;

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16.1.17	the choice of law agreed to govern this Agreement and/or any other Security Document and the submission to the jurisdiction of the courts agreed in each of the Security Documents are or will be on execution of the respective Security Documents valid and binding on the Borrowers and any other Security Party which is a party thereto;
16.1.18	there are and will be no commissions, rebates, premiums or other payment by or to an account of any one or more of the Borrowers, the other Security Parties, the shareholder(s) of the Security Parties, the Sellers and the Investors in connection with the Acquisition other than disclosed to the Lender by the Borrowers in writing;
16.1.19	no Encumbrance exists on any Security Party’s assets except as permitted by this Agreement;
16.1.20	the giving of each Corporate Guarantee is to the commercial benefit of the relevant Corporate Guarantor in that such Corporate Guarantor belongs to the same group of companies as the Borrower and has a financial interest in the Facilities being extended to the Borrowers and by giving its Corporate Guarantee, such Corporate Guarantor further its own business interests within the scope of its constitutional documents;
16.1.21	each of the Subject Documents is in full force and effect and constitute the valid binding and enforceable obligations of the Borrower which is a party thereto and the other parties to it and there has been no breach of the terms or the obligations of any party to it thereunder and no person has disputed or repudiated or disclaimed any liability under it or indicated that it does not consider itself bound by or does not intend to comply with any of the terms of any such documents;
16.1.22	the Borrowers and the Corporate Guarantors have filed all tax and other fiscal returns required to be filed by any tax authority to which they are subject and none of the Borrowers and the Corporate Guarantors has an office in England or in the United States of America;
16.1.23	no member of the Group is overdue in the payment of any amount in respect of Tax;
16.1.24	each of the Borrowers is a wholly owned Subsidiary of the Seanergy Holdings Guarantor and the Seanergy Holdings Guarantor is a wholly owned Subsidiary of the Seanergy Maritime Guarantor; and
16.1.25	the Seanergy Maritime Guarantor is a company whose shares are listed in AMEX and has fully complied with its obligations arising in respect of the Acquisition and such listing.

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16.2 The Borrowers hereby further jointly and severally represent and warrant to the Lender that the following matters will be true on the Delivery Date in respect of each Ship (each hereinafter referred to in this Clause 16.2 as the “relevant Ship” and the Owner thereof being hereinafter referred to in this Clause 16.2 as the “relevant Owner”) and thereafter they shall remain true throughout the Security Period:

16.2.1	the relevant Ship will have unconditionally been delivered by the relevant Seller to and accepted by the relevant Owner pursuant to the relevant MOA and the full amount of the purchase price payable in respect thereof will have been duly paid to the relevant Seller;
16.2.2	the relevant Owner will be the legal and beneficial owner of the relevant Ship under the laws of the relevant Flag State;
16.2.3	the relevant Ship will be in the absolute and unencumbered ownership of the relevant Owner save as contemplated by this Agreement and the other Security Documents;
16.2.4	the relevant Ship will maintain the highest class with her Classification Society free of all overdue recommendations and qualifications of her Classification Society or other conditions or notations affecting class;
16.2.5	the relevant Ship will be operationally seaworthy;
16.2.6	except for the registration of each Mortgage at the appropriate Registry of ships, it is not necessary or advisable to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and the other Subject Documents, that any of them be filed, recorded or enrolled with any governmental authority or agency or that they be stamped with any stamp, registration or similar transaction tax in the United Kingdom or in the Republic of Greece or in the Republic of the Marshall Islands or in the British Virgin Islands or in the Isle of Man or in the Commonwealth of the Bahamas or in any other country where any Security Party carries on business;
16.2.7	the relevant Ship will comply with all relevant laws, regulations and requirements (statutory or otherwise), including without limitation, the ISM Code, the ISPS Code, the ISM Code Documentation, the ISPS Code Documentation as are applicable to (i) ships registered under the law of the flag it will be flying and (ii) engaged in the same or a similar service as such Ship is or is to be engaged;
16.2.8	the Mortgage in respect of the relevant Ship will have been duly recorded against such Ship as a valid first priority ship mortgage in accordance with the laws of her flag;

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16.2.9	the relevant Ship will be insured in accordance with the provisions of this Agreement in respect of Insurances;
16.2.10	the relevant Ship will be managed by the Manager under the terms of the Management Agreement, relating thereto;
16.2.11	the relevant Owner and the Manager shall have complied with the provisions of all Environmental Laws in respect of each Ship;
16.2.12	the relevant Owner and the Manager shall have obtained all Environmental Approvals and are in compliance with all such Environmental Approvals in respect of the relevant Ship as appropriate;
16.2.13	none of the Borrowers and/or the Manager shall have received notice of any Environmental Claim that alleges that any of the Owners and/or the Manager is not in compliance with any Environmental Law or any Environmental Approval in respect of the relevant Ship;
16.2.14	there shall be no Environmental Claim pending against the relevant Owner, the Manager or the relevant Ship; and
16.2.15	no Environmental Incident shall have occurred which could or might give rise to any Environmental Claim against the relevant Owner, the Manager and the relevant Ship.

16.3	The representations and warranties of the Borrowers set out in Clauses 16.1 and 16.2 above shall survive the execution of this Agreement and shall be deemed to be repeated on each Drawdown Date and on each Interest Payment Date with respect to the facts and circumstances existing at each such time as if made at such time.
17.	SECURITIES
17.1	The Borrowers hereby agree that the Security Documents shall secure with first priority, the due payment of the Indebtedness.
17.2	It is declared and agreed in relation to the security created by the Security Documents that:

17.2.1	it shall be held by the Lender as a continuing security for the payment of the Indebtedness;
17.2.2	the security so created shall not be satisfied or discharged by intermediate payment or satisfaction of any part of the amount secured thereunder;
17.2.3	the security so created shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other security now or hereafter held by the Lender for all or any part of the amounts thereby secured; and

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17.2.4 every power and right given to the Lender hereunder shall be in addition to and not in limitation of any and every other power or right of the Lender under the Security Documents and may be exercised from time to time in such order and as often as the Lender may consider appropriate.

18.	CONDITIONS PRECEDENT
18.1	Notwithstanding the provisions of Clause 5, the agreement of the Lender to permit the Drawdown of any Advance hereunder is subject to the condition that the Lender shall have received not later than the Drawdown Date in respect of such Advance the following documents or evidence in form and substance satisfactory to the Lender and its legal advisers:

18.1.1	a certificate as to the shareholding of each Security Party, signed by the secretary or a director of that Security Party, stating the full names of the persons or persons legally and beneficially entitled as shareholders/stockholders of the entire issued and outstanding shares/stock of that Security Party (save for the Seanergy Maritime Guarantor where reference will only be made to the issued share capital held by (or by companies affiliated with members of) the Restis and Koutsolioutsos families) and a copy, certified as a true copy by the secretary of each Security Party of the resolutions of the board of directors and of the shareholders of each Security Party authorising the transaction contemplated hereby and authorising a person or persons to sign or execute on behalf of each Security Party this Agreement, the Notice of Drawdown, the Acknowledgement (as in the form of Schedule 2 hereof) and the Security Documents as is a party thereto;
18.1.2	the originals of any power or powers of attorney granted pursuant to Clause 18.1.1;
18.1.3	specimen signatures, duly authenticated of the person or persons referred to in Clause 18.1.1;
18.1.4	certificates or other evidence satisfactory to the Lender in its sole discretion of the existence and good standing of each Security Party, dated not more than thirty (30) days before the date of the Agreement;
18.1.5	copies, duly certified as a true copy by the respective secretaries of each Security Party of the certificate of incorporation and constitutional documents of each Security Party;
18.1.6	evidence that each Account has been duly opened by the relevant Borrower(s) or Seanergy Holdings Guarantor as appropriate and all mandate forms, signature cards and authorities have been duly delivered and that each of such accounts is free of all liens or charges other than the liens and charges in favour of the Lender referred to herein;

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18.1.7	certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action (including but without limitation governmental approval, consents, licences, authorisations, validations or exemptions which the Lender or its legal advisers may require) by or of parties with respect to this Agreement and the Security Documents;
18.1.8	each Corporate Guarantee duly executed by the relevant Corporate Guarantor;
18.1.9	the Accounts’ Charges duly executed by each of the Borrowers and the Seanergy Holdings Guarantor, as appropriate;
18.1.10	evidence that the fees payable to the Lender in accordance with Clause 26 have been duly paid;
18.1.11	the Subordination Deed duly executed between the parties thereto;
18.1.12	evidence that an amount of seventy thousand Euros (€70,000) has been paid to the Lender’s Greek and English law legal advisors in respect of their fees in connection with this Agreement and the other Security Documents;
18.1.13	letter from Mr. E.J.C. Album Solicitor to the Lender confirming acceptance of their appointment as agents for service of process in England under Clause 38.4;
18.1.14	a letter from Efstratios Paschalidis to the Lender confirming acceptance of his appointment as agent for service of process in Greece under Clause 38.5.
18.1.15	the opinion letters from British Virgin Islands, Marshall Islands and such other legal counsels as the Lender may require, all acceptable to the Lender, in relation to the Security Documents referred to in this Clause 18.1, and in form and substance satisfactory to the Lender; and
18.1.16	copies of the Acquisition Documents certified as true and complete copies thereof by the Borrowers’ legal counsel;
18.1.17	each of the matters specified in Article VIII (conditions to the closings) of the Master Agreement shall have been satisfied (and not deemed waived) or, with the consent of the Lender, waived (other than conditions specified in Article II of the Master Agreement relating to the payment of the portion of the Unconditional Contract Price for and the delivery of, one or more Ships, which must be fulfilled upon the Drawdown of the relevant Advance in accordance with the provisions of Clause 18.2;
18.2.18	copies of the Management Agreement and of the Charters certified as true and complete copies thereof by the Borrowers’ legal counsel;
18.1.19	a copy of the Note certified as true and complete copy thereof by the Borrowers’ legal counsel;

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18.1.20 such further documents and evidence in connection with the matters referred to in this Clause 18.1 as the Lender may hereafter request;

18.2 In addition to the conditions referred to in Clause 18.1 all of which must have been fulfilled to the satisfaction of the Lender at the times and in the manner referred to therein, the obligation of the Lender to permit the drawdown of any Term Advance relating to the financing or the refinancing of the acquisition cost of a Ship pursuant to the relevant Acquisition Documents (hereinafter the “relevant Ship”) is also subject to the condition that the Lender shall have received the following documents or evidence in respect of that Ship in form and substance satisfactory to the Lender and its legal advisers on or prior to the Drawdown Date of that Term Advance:

18.2.1	evidence that the matters specified in Article II (the Closings; Closing Deliveries) of the Master Agreement which are related to that Ship have been satisfied (and not deemed waived) or, with the consent of the Lender waived;
18.2.2	a certified copy of the protocol of delivery and acceptance of the relevant Ship under the MOA in respect thereof;
18.2.3	evidence that the deposit (if any) and the balance of the purchase price of the relevant Ship (other than the amount thereof being financed by the relevant Term Advance or any Revolving Advance) has been paid by the relevant Owner to the relevant Seller in accordance with the relevant MOA and the Master Agreement;
18.2.4	the Mortgage over the relevant Ship duly executed by the Owner thereof and notarised or legalised as appropriate and duly recorded at the appropriate registry of ships;
18.2.5	the General Assignment and the Charter Assignment in respect of the relevant Ship duly executed by the parties thereto;
18.2.6	the notices of assignment of the Insurances and of the Earnings under the General Assignment and the Charter Assignments in respect of the relevant Ship duly signed by the relevant Owner thereof and (in the case of a Notice of Assignment of Insurances) countersigned by each other assured under any Insurances and in the case of the Charter Assignment duly acknowledged by the Charterer as appropriate;
18.2.7	if required by the Lender, a survey report for the relevant Ship issued by a surveyor appointed by and/or acceptable to the Lender at the expense of the relevant Owner certifying the condition of such Ship;
18.2.8	evidence that save for the Encumbrances created by the relevant Security Documents there is no Encumbrance whatsoever on the relevant Ship except in favour of the Lender;

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18.2.9	evidence that the relevant Ship is insured in accordance with the provisions of this Agreement;
18.2.10	market valuations on the basis specified in Clause 21.26 issued by reputable sale and purchase brokers appointed by or acceptable to the Lender, at the expense of the Borrowers, certifying the Market Value of the relevant Ship;
18.2.11	certified copies of the classification and international safety and trading certificates of the relevant Ship;
18.2.12	a confirmation of class issued by the Classification Society of the relevant Ship stating that such Ship is free of overdue recommendations or other conditions or notations affecting its class;
18.2.13	evidence that the relevant Ship will be registered in the ownership of the relevant Owner under the laws of the relevant Flag State, free from registered Encumbrances other than the Mortgage registered thereon;
18.2.14	copies of ISM Code Documentation and the ISPS Code Documentation in relation to the relevant Ship, the relevant Owner and the Manager;
18.2.15	the Manager’s Undertaking in respect of the relevant Ship duly executed by the Manager;
18.2.16	the opinion letters from Isle of Man, Bahamas, Liberia and such other legal counsels as the Lender may require, all acceptable to the Lender, in relation to the Security Documents referred to in this Clause 18.2 and if required by the Lender the Purchase Documents, in form and substance satisfactory to the Lender; and
18.2.17	such additional Security Documents and such further documents and evidence as the Lender may hereafter reasonably request.

18.3	Notwithstanding the provisions of Clause 5 the agreement of the Lender to permit the Drawdown of any Revolving Advance is also subject to the fulfillment of all the conditions referred to in Clause 18.1 and those conditions referred to in Clause 18.2, which relate to one or more Ships subject to a Mortgage on or prior to the Drawdown Date of such Revolving Advance.
18.4	If the Lender, at its discretion, permits an Advance or any part thereof to be borrowed before certain of the conditions referred to in Clauses 18.1 and/or 18.2 and/or 18.3 (as the case may) be are satisfied, the Borrowers shall ensure that those conditions are satisfied within five (5) Banking Days after the relevant Drawdown Date (or such longer period as the Lender specifies).

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19.	FINANCIAL AND GENERAL UNDERTAKINGS
	The Borrowers hereby jointly and severally undertake with the Lender that throughout the Security Period the Borrowers shall (and shall procure that each other relevant Security Party shall) comply with the following provisions of this Clause 19, except as the Lender may otherwise permit:
19.1	to supply the Lender with two (2) copies of (i) the annual Financial Statements of the Group audited by the Auditors as soon as available but in any event not later than one hundred and eighty (180) days after the end of the financial year of the Group starting with 2008 Financial Statements and (ii) the quarterly unaudited accounts of the Group as soon as available but in any event not later than ninety (90) days after the end of the relevant quarterly period starting with the accounts for the quarterly period ending December 2008 and (iii) such other information with regard to the business, properties or condition, financial or otherwise, of each member of the Group as the Lender may from time to time reasonably request;
19.2	to procure that the annual audited Financial Statements of the Group and the quarterly unaudited accounts of the Group to be delivered from time to time in accordance with Clause 19.1 shall be prepared in accordance with the Applicable Accounting Principles and practices consistently applied, which shall present fairly the financial positions of the Group as at the end of each period, to which they relate and the results of the operations for the period which they relate;
19.3	to obtain promptly at any time and from time to time such registrations, licenses, consents and approvals as may be required in respect of this Agreement and the Security Documents under any applicable law or regulation to enable them to perform and discharge their duties and liabilities hereunder and thereunder and promptly supply the Lender with copies thereof;
19.4	to ensure that at all times the claims of the Lender against each Security Party under this Agreement and the other Security Documents rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred by any bankruptcy, insolvency or other similar laws of general application;
19.5	to deliver to the Lender translations into English (certified by an authorised translator) of any documents which have to be delivered to the Lender under the terms of this Agreement or the Security Documents, the originals of which are not in the English language;
19.6	not to make any loans or advances to, or any investments in, any person, firm, corporation or joint venture (or to any officer, director, stockholder, employee or customer of any such person);
19.7	not to borrow any money or permit any such borrowing to continue other than by way of subordinated shareholders’ loans or enter into any agreement for payment on deferred

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	terms (otherwise than on customary suppliers’ credit terms) or any equipment lease or contract hire agreement other than in the ordinary course of business;
19.8	not to assume, guarantee or otherwise undertake the liability of any person, firm or company (otherwise than pursuant to the terms hereof and in the ordinary course of operation or trading of the Ships);
19.9	not to authorise or accept any capital commitments (save and except in connection with the ordinary course of operation or trading of the Ships);
19.10	not to declare or pay any dividends in an amount greater than sixty per cent (60%) of the net cash flow of the Group as determined by the Lender on the basis of, inter alia, the most recent annual audited Financial Statements provided pursuant to Clause 19.1 or repay any shareholders’ loans or make any distribution in excess of the above amount without the Lender’s prior written consent, which consent shall not be unreasonably withheld;
19.11	not to and procure that the Manager and each Corporate Guarantor shall not change the nature of their business or commence any business other than the business presently conducted by each of them;
19.12	not to (save and except as provided in this Agreement or otherwise in favour of the Lender), create or permit to exist any Encumbrance whatsoever on the Ships or any of them or on any of the other property or assets, real or personal of any member of the Group (including without limitation any shares of either Corporate Guarantor owned at any time by any member of the Group), whether now owned or hereafter acquired, other than a Permitted Lien without the prior written consent of the Lender;
19.13	without prejudice to the obligations of the Borrowers under Clause 19.14, promptly after the happening of an Event of Default or an event which with the giving of notice or passage of time or satisfaction of any other condition or any combination of the foregoing, may become an Event of Default having occurred, to notify the Lender of such event and of the steps (if any) which are being taken to nullify or mitigate its effect;
19.14	from time to time (but not more than once every six (6) months) , following a written request by the Lender, to deliver to it a certificate signed by a director or officer of the Borrowers confirming that, save as may be notified in detail in such certificate, no Event of Default or an event which with the giving of notice or passage of time or satisfaction of any other condition or any combination of the foregoing, may become an Event of Default having occurred and is then subsisting to be accompanied by such evidence as to the information and matters contained in such certificate as the Lender may from time to time reasonably require.
19.15	to ensure and procure that each Security Party shall maintain its corporate existence under the laws of the country of its incorporation and shall comply with all relevant legislation and laws and regulations (including but not limited to the laws and regulations relating to the

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	listing of the shares of the Seanergy Maritime Guarantor or (following the Permitted Liquidation) of the Seanergy Holdings Guarantor in AMEX and/or Nasdaq) applicable to it;
19.16	to ensure and procure that no change in the Chief Executive Officer and/or the Chairman of either Corporate Guarantor shall occur without the prior written consent of the Lender;
19.17	to pay and to ensure and procure that the other Security Parties shall pay all Taxes, assessments and other governmental charges when the same fall due, except to the extent that the same are being contested in good faith by appropriate proceedings and adequate reserves have been set aside for their payment if such proceedings fail and ensure and procure that all relevant tax returns of the Borrowers and the other Security Parties shall be properly and timely filed;
19.18	not to convey, assign, transfer, sell or otherwise or dispose of the Ships or any of them or any of the other property, assets or rights owned by the Borrowers whether present or future, without the prior written consent of the Lender Provided that, unless an Event of Default has occurred a Borrower may sell its Ship if it prepays the relevant amount of the Facilities determined in accordance with Clause 10.01;
19.19	to send (or procure that it is sent) to the Lender as soon as the Borrowers become aware they have been instituted (or, to the knowledge of the Borrowers (or any of them threatened), details of any litigation, arbitration or administrative proceedings against or involving the Borrowers (or any of them) and/or the other Security Parties (or any of them) or the Ships (or any of them) , which is likely to have a material adverse effect on the Borrowers (or any of them), the other Security Parties (or any of them) or the operation of the Ships (or any of them);
19.20	to comply (and ensure that each other Security Party will comply) with all laws regulations treaties and conventions applicable to the Borrowers, the other Security Parties and the Ships and to carry on the Ships all certificates and other documents which may from time to time be required to evidence such compliance;
19.21	not to and ensure and procure that (save for the Permitted Liquidation and Dissolution of the Seanergy Maritime Guarantor) the Corporate Guarantors and the Manager shall not dissolve, merge into or consolidate with any other company or person;
19.22	to ensure and procure that (i) throughout the Security Period each Borrower shall be a wholly owned Subsidiary of the Seanergy Holdings Guarantor and (ii) prior to the date of the Permitted Liquidation and Dissolution, the Seanergy Holdings Guarantor shall be a wholly owned Subsidiary of the Seanergy Maritime Guarantor;
19.23	to ensure and procure that the members of the Restis and Koutsolioutsos families (or companies affiliated with them) own at all times an aggregate of at least Ten per cent (10%) of the issued share capital of the Seanergy Maritime Guarantor or (following the Permitted Liquidation and Dissolution) of the issued share capital of the Seanergy Holdings Guarantor;

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19.24	to ensure and procure that no change of Control in either Corporate Guarantor shall occur without the Lender’s prior written consent;
19.25	to execute and procure the execution by each other Security Party of any further document or documents required by the Lender in order to perfect or complete the security created by the Security Documents;
19.26	to use the proceeds of each Facility for the Borrowers’ benefit and under their full responsibility and exclusively for the purposes specified in this Agreement; and
19.27	to ensure and procure that:

a)	the ratio of Total Liabilities to Total Assets shall not exceed 0.70:1; and
b)	the ratio of Financial Indebtedness owed by the Group to EBITDA shall be less than 6.5:1; and
c)	the ratio of EBITDA to Net Interest Expense shall be no less than 2:1; and
d)	on a consolidated basis, at all times, the aggregate amount of cash deposits held in accounts of the Borrowers and the Corporate Guarantors with the Lender free from any Encumbrances (other than Encumbrances in favour of the Lender) shall not be less than two point five per cent (2.5%) of the Financial Indebtedness of the Group; and
e)	on a consolidated basis the quarterly average aggregate amount of cash deposits held in accounts of the Borrowers and the Corporate Guarantors with the Lender free from any Encumbrances (other than Encumbrances in favour of the Lender) shall not be less than five per cent (5%) of the Financial Indebtedness of the Group.

Compliance with the undertakings contained in this Clause 19.27 shall be determined by the Lender on the Drawdown Date first to occur and on each date falling at consecutive quarterly intervals thereafter by reference to the most recent Financial Statements of the Group delivered to the Lender pursuant to Clauses 19.1 and 19.2.  Unless and until the Lender otherwise agrees in writing, at the same time as they deliver those Financial Statements or at any other time upon the Lender’s request, the Borrowers shall ensure and procure that the Corporate Guarantors shall deliver to the Lender a certificate in the form set out in Schedule 3 hereto, signed by the chief financial officer of each Corporate Guarantor. In the case that the Financial Statements are prepared on the basis of US GAAP, the covenants referred to in this Clause 19.27 may be readjusted by the Lender and notified to the Borrowers, but in no event shall the covenants (as readjusted) be more onerous than those set out in this Clause 19.27;

19.28 to provide the Lender with such documents as the Lender may from time to time require on the basis of laws and regulations applicable from time to time and the Lender’s own internal guidelines and “know your customer” requirements applicable from time to time as communicated to each Borrower and each other Security Party and required to identify

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	each Borrower and each other Security Party, including without limitation, documents and information in respect of the ultimate legal and beneficial owners of more than 5% of each Borrower and each other Security Party, subject to each Borrower and each other Security Party being given a reasonable period of time after becoming aware of the identity of any person who becomes an owner of more than 5% of its share capital to provide the Lender with such documents as the Lender may require pursuant to this Clause 19.28.
20.	INSURANCE UNDERTAKINGS
	The Borrowers hereby jointly and severally undertake with the Lender that throughout the Security Period the Borrowers shall (at the expense of the Borrowers and upon such terms, in such amounts and with such Insurers as shall from time to time be approved in writing by the Lender) comply with the following provisions of this Clause 20, except as the Lender may otherwise permit:
20.1	to insure and keep insured the Ships in Dollars or such other currency as may be approved in writing by the Lender, in the full insurable value of the Ships but in no event for an aggregate amount which is less than the greater of (i) the aggregate Market Values of the Ships and (ii) an amount equal to one hundred and thirty per cent (130%) of the aggregate of (a) the outstanding amount under both Facilities and (b) the amount available for drawing under the Revolving Facility against fire, marine and other risks (including Excess Risks) and War Risks covered by hull and machinery policies;
20.2	to enter each Ship in the name of the relevant Owner for her full value and tonnage in a protection and indemnity association approved by the Lender with unlimited liability if available otherwise for the highest possible standard cover for the time being $1,000,000,000 for oil pollution and for excess oil spillage and pollution liability insurance for the highest possible standard cover against all Protection and Indemnity Risks;
20.3	if any Ship enters the territorial waters of the United States of America for any reason whatsoever, to take out such additional insurance to cover such risks as may be necessary in order to obtain a Certificate of Financial Responsibility from the United States Coastguard;
20.4	to effect such additional Insurances as may reasonably be requested by the Lender to maintain the scope of the existing cover of the Insurances;
20.5	to renew the Insurances at least fourteen (14) days before the relevant Insurances expire and to procure that the Approved Brokers shall promptly confirm in writing to the Lender as and when each such renewal is effected;
20.6	punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances and to produce all relevant receipts when so required in writing by the Lender;
20.7	to pay to the Lender on demand all premiums or other amounts payable by the Lender in effecting a mortgagee’s interest policy and a mortgagee’s interest (additional perils)

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	insurance policy in the name of the Lender upon such terms and conditions and with such insurers and for such amounts as the Lender may require, the aggregate of which amounts shall not be less than one hundred and ten per cent (110%) of the aggregate of a) the outstanding amount under both Facilities and b) any amount available for drawing under the Revolving Facility and under such wording and conditions acceptable to the Lender;
20.8	to arrange for the execution of such guarantees as may from time to time be required by any Protection and Indemnity or War Risks association;
20.9	to give notice of assignment of the Insurances to the Insurers in the form set out in Schedule 2 to each of the General Assignments and to procure that a copy of each notice of assignment shall be endorsed upon or attached to the relevant Insurance Documents;
20.10	to procure that the Insurance Documents shall be deposited with the Approved Brokers and that such brokers shall provide the Lender with certified copies thereof and shall issue to the Lender a letter or letters of undertaking in such form as the Lender shall reasonably require;
20.11	to procure that the Protection and Indemnity and/or War Risks associations in which each of the Ships is entered shall provide the Lender with a letter or letters of undertaking in their standard form and shall provide the Lender with a copy of the certificates of entry;
20.12	to procure that the Insurance Documents (including all certificates of entry in any Protection and Indemnity and/or War Risks association) shall contain loss payable clauses in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to each General Assignment;
20.13	to procure that the Insurance Documents shall provide that the lien or set off for unpaid premiums or calls shall be limited to only the premiums or calls due in relation to the Insurances on the Ships and for fourteen (14) days prior written notice to be given to the Lender by the Insurers (such notice to be given even if the Insurers have not received an appropriate enquiry from the Lender) in the event of cancellation or termination of Insurances and in the event of the non-payment of the premium or calls, the right to pay the said premium or calls within a reasonable time;
20.14	to promptly provide the Lender with full information regarding any casualties or damage to any Ship in an amount in excess of Seven hundred and fifty thousand Dollars ($750,000) or in consequence whereof any of the Ships has become or may become a Total Loss;
20.15	at the request of the Lender, to provide the Lender, at the Borrowers’ cost, with a detailed report issued by a firm of marine insurance brokers or consultants appointed by the Lender in relation to the Insurances;
20.16	not to do any act nor voluntarily suffer nor permit any act to be done whereby any Insurance shall or may be suspended or avoided and not to suffer nor permit any of the Ships to engage in any voyage nor to carry any cargo not permitted under the Insurances in

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	effect without first covering such Ship to the amount herein provided for with insurance satisfactory to the Lender for such voyage or the carriage of such cargo;
20.17	(without limitation to the generality of the foregoing) in particular not permit any Ship to enter or trade to any zone which is declared a war zone by any Government or by such Ship’s War Risks Insurers unless there shall have been effected by the Borrowers as appropriate and at their expense such special insurance as the War Risk Insurers may require; and
20.18	to procure that all amounts payable under the Insurances are paid in accordance with the loss payable clause in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the General Assignments and to apply and procure that all amounts as are paid to the relevant Owner are applied to the repair of the damage and the reparation of the loss in respect of which the said amounts shall have been received.
21.	OPERATIONAL UNDERTAKINGS
	The Borrowers hereby jointly and severally undertake with the Lender that throughout the Security Period the Borrowers shall (and shall procure that each other relevant Security Party shall) comply with the following provisions of this Clause 21.1 except as the Lender may otherwise permit:
21.1	to ensure and procure that each Ship shall be duly registered under the laws of the relevant Flag State in the ownership of its Owner and each Owner shall not do or suffer to be done anything whereby such registration may be forfeited or imperilled;
21.2	to ensure that all Earnings of each Ship shall be paid into the Earnings Account opened in the name of the Owner of such Ship and not to open or maintain any accounts other than the Accounts with any bank other than the Lender, without the Lender’s prior written consent;
21.3	to ensure that when due and payable, all taxes, assessments, levies, governmental charges, fines and penalties lawfully imposed on and enforceable against the Ships or any of them shall be paid by the Borrowers, unless contested in good faith and by the appropriate proceedings;
21.4	to ensure that none of the Ships (or any share thereof or interest therein) shall be sold (except if no Event of Default has occurred and the relevant Borrower prepays the relevant amount of the Facilities determined in accordance with Clause 10.01) transferred, mortgaged, charged, hypothecated or abandoned (save in the case of maritime necessity and in the case of the Permitted Liens) and neither the Insurances nor the Earnings of the Ships or any of them will be assigned without the prior written consent of the Lender such consent not to be unreasonably withheld;
21.5	to ensure that none of the Ships shall be operated in any manner contrary to any law or regulations in any relevant jurisdiction, including, without limitation the ISM Code and ISPS

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	Code and none of the Borrowers and the Manager shall engage in any unlawful trade or carry any cargo that will expose the relevant Ship to penalty, forfeiture or capture and in the event of hostilities in any part of the world (whether a war be declared or not) not employ any Ship or voluntarily suffer her employment in carrying any contraband goods;
21.6	to ensure that no Owner shall create or permit to be created or continued any lien or Encumbrance(s) on its Ship and/or the Insurances and/or the Earnings of its Ship (other than Permitted Liens) and/or shall satisfy all claims and demands which if unpaid might in law or by statute or otherwise create a lien or Encumbrance(s) and (without prejudice to the generality of the foregoing) no lien or Encumbrance(s) shall be created or permitted to be created or continued on its Ship for any reason whatsoever other than Permitted Liens;
21.7	to ensure that on the request of the Lender, each Owner shall provide and procure that the Lender shall be provided with satisfactory evidence that the wages, allotments, insurance and pension contributions of the Master and crew of its Ship are being paid and that all deductions from the remuneration of the Master and crew in respect of any tax liability (including social insurance contributions) are being made and accounted for to the relevant authority and that the Master of its Ship has no claim for disbursements other than those properly incurred by him in the ordinary trading of such Ship on the voyage then in progress;
21.8	if any writ or proceedings shall be issued against any Ship or if any Ship shall be otherwise attached, arrested or detained by any proceeding in any court or tribunal or by any government or other authority, the Borrowers shall immediately notify and procure that the Lender shall be notified thereof by telefax confirmed by letter and as soon as practicably possible thereafter cause such Ship to be released and all liens or Encumbrance(s) (except for the Mortgage and any Permitted Liens on such Ship) thereon to be discharged;
21.9	save for the Charters, no Owner shall without the prior written consent of the Lender (which consent shall not be unreasonably withheld) voyage or time charter its Ship or place her under contract for employment for any period which when aggregated with any optional periods of extension contained in the said charter or contract, would exceed twelve (12) months duration; provided however that in the event of a Ship being employed (with the Lender’s prior written consent) under any demise or bareboat charter or any charter which when aggregated with any optional periods contained in such charter would exceed twelve (12) months duration, the Lender shall be furnished forthwith with (a) details and documentary evidence satisfactory to the Lender in its sole discretion in respect of the new employment, (b) upon Lender’s request, a specific assignment in favour of the Lender of the benefit of such charter together with a notice of any such assignment addressed to the relevant charterer and endorsed with an acknowledgement of receipt by the relevant charterer all in form and substance satisfactory to the Lender and (c) upon Lender’s request, a specific agreement of subordination of the rights of such charterer to the rights of the Lender;
21.10	no Owner shall without the prior written consent of the Lender (which it shall have full power to withhold) demise charter its Ship for any period whatsoever;

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21.11	no Owner shall without the prior written consent of the Lender (which consent shall not be unreasonably withheld ) deliver its Ship into the possession of any person or persons for effecting repairs or renewals to such Ship the cost of which will exceed the amount of Seven hundred and fifty thousand Dollars ($750,000) unless such person or persons shall have given a written undertaking to the Lender not to exercise any lien or right of detention on such Ship in respect of the cost of such repairs or renewals;
21.12	at all times and at the Borrowers’ own expense, each Owner shall maintain its Ship in a seaworthy condition and in good running order and repair in accordance with first class ship ownership and ship management practice and keep and procure that the Ships are kept in such condition as will entitle them to the highest classification status with the Classification Society free from overdue recommendations and notations affecting class which have not been complied with in accordance with their terms and procure that the Lender is provided with certificates issued by their Classification Society that such classification status is maintained and with copies of all other classification certificates as the Lender may request in writing;
21.13	each Owner shall submit its Ship regularly to such periodical or other surveys as may be required for classification purposes and, if so required by the Lender in writing, supply and procure that the Lender is supplied with copies of all survey reports issued in respect thereof;
21.14	the Borrowers shall notify and procure that the Lender is notified immediately by telefax of any overdue recommendation or requirement affecting class imposed on the Ships by their Classification Society, their Insurers or by any other competent authority that is not complied with in accordance with its terms;
21.15	the Borrowers shall give and procure that the Lender is given with reasonable prior notice of any proposed dry docking or any underwater survey of each Ship so that the Lender (if it so desires) can arrange for a representative to be present provided that such representative shall not interfere with the operation of such Ship ;
21.16	the Borrowers shall authorise and procure that the Classification Society and all other regulatory authorities of each Ship are authorised to disclose to the Lender any information or documents requested by the Lender relating to the classification, repair, maintenance or seaworthiness of the Ships;
21.17	the Borrowers shall comply with all legal requirements whether imposed by enactment, regulation, common law or otherwise and have on board the Ships as and when legally required valid certificates showing compliance therewith;
21.18	without prejudice to Clause 21.17, the Borrowers shall take all necessary and proper precautions to prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of America or any similar legislation applicable to the Ships in any jurisdiction in or to which a Ship shall be employed or trade or which may otherwise be applicable to a Ship,

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	the Borrowers or any of them or any other Security Party and, if the Lender shall so require, the Borrowers shall enter into a “Carrier Initiative Agreement” with the United States Customs Service and to procure that such agreement (or any similar agreement hereafter introduced by any agency of the United States of America) is maintained in full force and effect by the Borrowers;
21.19	the Borrowers shall comply with and procure that the Manager and all servants and agents of the Borrowers and the Manager or any charterer of the Ships shall comply with, the ISM Code, the ISPS Code, all Environmental Laws and all legislation of any state or government in relation to the Ships, their ownership, operation and management or to the business of the Borrowers including, without limitation, requirements relating to manning, submission of oil spill response plans, designation of qualified individuals and establishing financial responsibility;
21.20	the Borrowers shall hold or procure that the Manager shall hold all appropriate ISM Documentation and provide the Lender with copies of the relevant ISM Code Documentation and ISPS Code Documentation duly issued to the Borrowers, the Manager and the Ships pursuant to the ISM Code and the ISPS Code;
21.21	the Borrowers shall keep or procure that it is kept onboard each Ship a copy of all relevant ISM Code Documentation and ISPS Code Documentation respectively;
21.22	the Borrowers shall perform and discharge all duties and liabilities imposed on the Borrowers or any of them under any charter (including without limitation the Charters), bill of lading or other contract relating to the Ships;
21.23	the Borrowers shall not remove or permit the removal of any part of any Ship or any equipment belonging thereto, nor make or permit to be made any alteration in the structure type or speed of any Ship which materially reduced the value of such Ship (unless such removal or alteration is required by statute or by her Classification Society) without the prior written consent of the Lender which it shall have full power to withhold;
21.24	at all reasonable times and on reasonable notice, the Borrowers shall permit and procure that the Lender or its authorised representative is permitted full and complete access to the Ships for the purpose of inspecting the state and condition of the Ships and their cargo and papers and at the written request of the Lender deliver and procure the delivery for inspection copies of any and all contracts and documents relating to the Ships whether on board or not;
21.25	the Borrowers shall keep and procure that the Lender is kept fully informed as to the use, the employment and the position of each Ship and promptly provide and procure that the Lender is provided with information concerning the classification, status and insurance of each Ship from time to time as and when so required in writing by the Lender;
21.26	when so requested by the Lender, the Borrowers shall appoint and procure that two (2) independent sale and purchase shipbrokers shall be appointed, nominated by the Lender to

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	give valuations of each Ship without physical inspection and on the basis of an arms length purchase by a willing buyer from a willing seller and, unless the Lender otherwise requires, without taking into account any Charter or any other charterparty in respect thereof; all costs and fees payable in connection with such valuations shall be paid by the Borrowers and the value of each Ship shall be determined by taking into account the average of the aforesaid valuations;
21.27	in the event of Compulsory Acquisition of a Ship by any Government Entity, the Borrowers shall execute and procure the execution of any assignment that the Lender may request in relation to any and all amounts which such Government Entity shall be liable to pay as Requisition Compensation for such Ship or for her use and if received by the Borrowers to pay and procure the payment of such amounts immediately to the Lender;
21.28	each Owner shall appoint and procure the appointment of the Manager as manager of its Ship and shall not vary or terminate this appointment without the Lender’s prior written consent;
21.29	the Borrowers shall execute and deliver to the Lender such documents of transfer as the Lender may require in the event of sale of any of the Ships pursuant to any power of sale contained in the Mortgages or any of them or which the Lender may have in law;
21.30	the Borrowers shall not employ the Ships or any of them nor allow their employment in any manner contrary to any law or regulation in any relevant jurisdiction including, but not limited to, the ISM Code and the ISPS Code;
21.31	the Borrowers shall, promptly after becoming aware of any of the following matters, immediately notify the Lender by fax, confirmed forthwith by letter, of:

(i)	any casualty in respect of a Ship which is or is likely to be or to become a Major Casualty;
(ii)	any occurrence as a result of which a Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;
(iii)	any requirement or recommendation made by any insurer or classification society or by any competent authority in respect of a Ship which is not complied with in accordance with its terms;
(iv)	any arrest or detention of a Ship, any exercise or purported exercise of any lien on a Ship or her Earnings or her Insurances or any requisition of a Ship for hire;
(v)	any intended dry docking of a Ship;
(vi)	any Environmental Claim made against the Borrowers or any of them or in connection with a Ship or any Environmental Incident in respect thereof;

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(vii) any claim for breach of the ISM Code or the ISPS Code, being made against the Borrowers or any of them and/or the Manager or otherwise in connection with a Ship; or

(viii) any other matter, event or incident, actual or threatened the effect of which will or could lead to the ISM Code and/or the ISPS Code not being complied with;

and advise and procure that the Lender shall be advised in writing on a regular basis and in such detail as the Lender shall require of the Borrowers’ or any other person’s response to any of those events or matters;

21.32 each Owner shall keep prominently in the Chart Room and in the Master’s cabin of its Ship a framed duly completed notice printed in plain type of such size that the area of print shall cover a space not less than six inches wide and nine inches high reading as follows:

“NOTICE OF MORTGAGE

This Ship is owned by [name of Owner] (the “Owner”) and is subject to a first priority mortgage and accompanying deed of covenants in favour of MARFIN EGNATIA BANK Societe Anonyme of 24 Kifissias Avenue, 151 25 Maroussi, Attiki, Greece. Under the terms of the said mortgage and deed of covenants a certified copy of which is preserved with the Ship’s papers neither the Owner nor the Captain nor any officer or agent nor any charterer of this Ship nor any other person whatsoever has any power, right or authority whatever to create, incur or permit the imposition on this Ship any commitments or encumbrances except for crews wages accrued for not more than three (3) months or salvage.”; and

21.33 each Borrower shall comply with its respective obligations under each Subject Document and shall not vary, amend or terminate any of the aforesaid documents.

22. ACCOUNT TERMS

The Lender acknowledges that the Borrowers shall, unless and until an Event of Default (or any event which only with the giving of notice or passage of time or a determination by the Lender and/or satisfaction of any condition or any combination of the foregoing may become an Event of Default) shall occur and the Lender shall direct to the contrary, be entitled from time to time, to require that moneys for the time being standing to the credit of the Accounts or any of them be transferred in such amounts and for such periods as the Borrowers select to fixed-term deposit accounts (“deposit accounts”) opened in the name of the Borrowers with the Lender. None of the Borrowers shall be entitled to withdraw moneys standing to the credit of the Accounts or any of them which are the relevant subject of a fixed term deposit until the expiry of the period of such deposit unless the Borrower(s) shall, on withdrawing such moneys pay to the Lender on demand any loss or expense which the Lender shall certify that it has sustained or incurred as a result of such withdrawal being made prior to the expiry of the period of the relevant deposit and the Lender shall be entitled to debit the relevant Account for the amount so certified prior to such withdrawal being made. In the event that any moneys so deposited are to be applied pursuant to

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Clause 12, the Borrowers shall, on such application being made, pay to the Lender on demand any loss or expense which the Lender shall certify that it has sustained or incurred as a result of such application being made prior to the expiry of the period of the relevant deposit and the Lender shall be entitled to debit the relevant Account for the amount so certified prior to such application being made. Any deposit accounts shall, for all the purposes of the Security Documents, be deemed to be sub-accounts of Accounts from which the moneys deposited in the deposit accounts were transferred and all references in the Security Documents to the Accounts or any of them shall be deemed to include the deposit accounts deemed as aforesaid to be sub-accounts thereof.

23. SECURITY MARGIN

In the event that during the Security Period the aggregate Market Values of the Ships determined pursuant to Clause 21.26 and the value of any additional security (valued in accordance with normal banking practice) previously provided to the Lender pursuant to this Clause is less than one hundred and thirty five per cent (135%) of the aggregate of (i) the outstanding amounts of both Facilities and (ii) any amount available for drawing under the Revolving Facility, at any time less the aggregate amount of all deposits maintained by the Borrowers and any other of the Security Parties with the Lender in the pledge accounts under or in connection with this Agreement in order to ensure compliance with Clause 19.27 (d) and (e), then the Borrowers shall within twenty one (21) Banking Days of receipt of a notice from the Lender advising the Borrowers of the amount of such deficiency (which notice shall be conclusive) either provide to the Lender additional security (valued in accordance with normal banking practice) which shall in all respects be satisfactory to the Lender so that the aggregate Market Values of the Ships (determined in accordance with Clause 21.26 and the value of any additional security (valued as aforesaid) previously provided to the Lender pursuant to this Clause is at least one hundred and thirty five per cent (135%) of the aggregate amount of (i) the outstanding the Facilities and (ii) any amount available for drawing under the Revolving Facility, or prepay part of the Facilities in accordance with Clause 10 so that the aggregate Market Values of the Ships (determined in accordance with Clause 21.26 and the value of any additional security (valued as aforesaid) previously provided to the Lender pursuant to this Clause is at least one hundred and thirty five per cent (135%) of the aggregate of (i) the outstanding amount of the Facilities and (ii) any amount available for drawing under the Revolving Facility.

24.	EVENTS OF DEFAULT
24.1	If:

24.1.1	the Borrowers or any of them or any other Security Party fail to pay within seven (7) days from the due date for payment any amount which shall have become due hereunder or under the Security Documents;
24.1.2	any representation, warranty or statement made by the Borrowers or any of them or any other Security Party in this Agreement or in any of the Subject Documents or any certificate, statement or opinion delivered or made hereunder or under the

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	Subject Documents or in connection herewith or with the Subject Documents shall be incorrect or inaccurate when made in any material respect;
24.1.3	an Event of Default under any of the Subject Documents (as defined therein) shall occur;
24.1.4	the Borrowers or any of them or any other Security Party fail(s) duly and punctually to perform or observe any other term of this Agreement and in any such case such failure, if capable of remedy, shall continue for fourteen (14) days after the Lender shall have given to the Borrowers notice in writing of such failure;
24.1.5	any other indebtedness of the Borrowers or any of them or any other Security Party exceeding, in the case of each Borrower and each Security Party (other than a Corporate Guarantor), Five hundred thousand Dollars ($500,000), and in the case of each Corporate Guarantor, One million thousand Dollars ($1,000,000), shall become due and payable or, with the giving of notice or lapse of time or both, capable of being declared due and payable prior to its stated maturity by reason of any circumstance entitling the creditor(s) thereof to declare such indebtedness due and payable and such indebtedness is not paid within fourteen (14) days thereof unless the Borrowers or any of them or the relevant Security Party is contesting in good faith the validity of the obligations to pay the relevant indebtedness referred to in this Clause 24.1.5 and the Borrowers or any of them or the relevant Security Party has provided the Lender with satisfactory evidence that it has set aside adequate reserves with respect to the amount being claimed of it and to finance any action it is taking to contest such claim
24.1.6	save for the Permitted Liquidation and Dissolution, the Borrowers or any of them or any other Security Party or any other member of the Group shall enter into voluntary or involuntary bankruptcy, liquidation or dissolution, or shall become insolvent, or an administrator, administrative receiver, receiver or liquidator shall be appointed of all or a material part of its undertaking or assets or proceedings are commenced by or against them/it under any reorganisation, arrangement, readjustment of debts, dissolution or liquidation law or regulation, or if any event shall occur which, under the relevant system of law, shall have an equivalent effect;
24.1.7	the Borrowers or any of them or any other Security Party or any other member of the Group shall cease or threaten to cease to carry on the whole or a substantial part of its business;
24.1.8	the Borrowers or any of them or any other Security Party or any other member of the Group shall transfer or dispose of all or a substantial part of their/its assets whether by one or a series of transactions, related or not except for sale of a Ship where the Borrowers have made the prepayment required by Clause 10;
24.1.9	the Subject Documents or any of them shall cease, in whole or in part, to be valid, binding and enforceable;

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24.1.10	the Borrowers or any of them shall sell, transfer, dispose of or encumber its Ship (other than by means of a Permitted Lien) without the prior written consent of the Lender thereto or shall agree so to do except for sale of a Ship where the Borrowers have made prepayment required by Clause 10;
24.1.11	any of the Ships shall become a Total Loss and the Borrowers shall fail to make the mandatory prepayment required to be made under Clause 10.1 in respect of such Total Loss within the time therein set forth;
24.1.12	any governmental or other consent, licence or authority required to make this Agreement and/or any of the Security Documents legal, valid, binding, enforceable and admissible in evidence or required to enable the Borrowers or any of them or any other Security Party to perform their respective duties and discharge their/its liabilities hereunder or under the Security Documents is withdrawn or ceases to be in full force and effect unless the Borrowers or such other Security Party procures that such consent, licence or authority is reinstated or re-issued to the satisfaction of the Lender within fifteen (15) calendar days of the said withdrawal or cessation;
24.1.13	any distress or execution is levied or enforced against a material (in the opinion of the Lender) part of the property and assets of the Borrowers or any of them or any other Security Party and such distress or execution is not withdrawn or discharged within fifteen (15) calendar days; or
24.1.14	the Borrowers or any of them or any other Security Party or any other member of the Group shall stop payment of, or shall be unable to, or shall admit inability to pay their debts as they fall due, or shall enter into any composition or other arrangement with its creditors generally or shall declare a general moratorium on the payment of indebtedness unless the relevant Borrower or other Security Party is contesting in good faith the validity of its obligation to make any payment referred to in this Clause 23.1.14 and the Borrower or the relevant Security Party has provided the Lender with satisfactory evidence that it has set aside adequate reserves with respect to the amount being claimed of it and to finance any action it is taking to contest such claim;
24.1.15	the fulfilment of any one or more of the obligations covenants and undertakings contained in any one or more of this Agreement, the other Security Documents and any other documents executed pursuant hereto or thereto or the exercise of any of the rights vested in the Lender hereunder or thereunder becoming either unlawful under any applicable law or unauthorised by any authority having jurisdiction or otherwise impossible;
24.1.16	a material adverse change occurs in the financial condition or operation of any one or more of the Security Parties or any other member of the Group;

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24.1.17

if any Security Party, any Seller or the Charterer repudiates or evidences an intention to repudiate any one or more of the Subject Documents or if any Subject Document is rescinded or cancelled or terminated or amended or varied, without the Lender’s prior written consent; or

24.1.18

if any of the Borrowers shall cease to be a wholly owned Subsidiary of the Seanergy Holdings Guarantor or if at any time prior to the date of the Permitted Liquidation and Dissolution the Seanergy Holdings Guarantor ceases to be a wholly owned Subsidiary of the Seanergy Maritime Guarantor or if there is any change of Control in either Corporate Guarantor or if there is any breach of the covenant referred to in Clause 19.23, without the Lender’s prior written consent,

	then, and in any such event and at any time thereafter, the Lender may by written notice to the Borrowers declare that the Facilities of the Lender shall be cancelled, whereupon the same shall be cancelled and declare the Indebtedness immediately due and payable whereupon the same shall become so payable to the Lender.
24.2	If any of the events referred to in Clause 24.1 shall occur to any member of the Group (other than the Borrowers and the other Security Parties) such an event will not constitute an Event of Default if the Borrowers and the other Security Parties are performing their obligations under this Agreement and the other Security Documents and the event cannot in the reasonable opinion of the Lender be considered to have any material effect on the ability of the Borrowers or any of the other Security Parties to continue performing their obligations under this Agreement and the other Security Documents on a timely basis.
24.3	All amounts received by the Lender under or pursuant to any of the Security Documents after the happening of any Event of Default shall be applied by the Lender in payment of the Indebtedness in accordance with the terms of Clause 12.
24.4	On the occurrence of an Event of Default the Lender shall have the right and power to order the Ships or any of them to proceed forthwith at the Borrowers’ risk and expense to a port or place nominated by the Lender. The Borrowers undertake to give the necessary instructions to the Master of each Ship to comply with any such order of the Lender and if the Borrowers fail to give such instructions for any reason whatsoever the Lender shall have the right and power to give such instructions direct to the Master(s).
25.	SET-OFF
25.1	The Lender shall have the right, in addition to all rights of set off, combination, lien or otherwise which it has at law or under any agreement between the Lender and the Borrowers or any of them at any time without demand after the occurrence of an Event of Default:

25.1.1 to set off any amount to the credit of any existing accounts of the Borrowers or any of them and/or the Corporate Guarantors or either of them with the Lender (whether deposit, loan or any other account) including, without limitation, the Earnings

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	Accounts in or towards satisfaction of all amounts due from the Borrowers under this Agreement and/or the Security Documents; and
25.1.2	to transfer and apply any amount standing to the credit of any such existing accounts of the Borrowers or any of them and/or the Corporate Guarantors or either of them with any associate or subsidiary of the Lender in or towards satisfaction of all amounts due from the Borrowers or any of them under this Agreement and/or the Security Documents.

25.2	Where such set-off or transfer requires the conversion of one currency into another, such conversion shall be calculated at the spot rate as conclusively determined by the Lender for purchasing such currency with the currency in which the relevant amounts are denominated on the date of actual payment.
26.	FEES
26.1	The Borrowers have agreed to pay to the Lender an arrangement fee of Two million Five hundred Fifty thousand Dollars ($2,550,000) on the Drawdown Date of the Advance first to occur.
26.2	The Borrowers shall also pay to the Lender an availability fee of zero point twenty five per cent (0.25%) per annum calculated on the from time to time available and undrawn amount of the Revolving Facility (the “Availability Fee”); such Availability Fee shall accrue from day to day for a period starting on the date of this Agreement and ending on the Termination Date in relation to the Revolving Facility, shall be calculated upon the exact number of days which have elapsed on the basis of a year consisting of three hundred and sixty (360) days and shall be payable quarterly in arrears and on the Termination Date in relation to the Revolving Facility.
27.	EXPENSES
27.1	Whether or not the Facilities or either of them or any part thereof, is actually drawn down the Borrowers shall reimburse the Lender on demand for all costs, charges and expenses incurred by the Lender in connection with the preparation, negotiation and conclusion of this Agreement and the Security Documents including fees and expenses of the Lender’s legal advisers.
27.2	The Borrowers shall reimburse the Lender on demand for all charges and expenses (including legal fees) incurred by the Lender in or in connection with the exercise of the Lender’s rights and powers under this Agreement and the Security Documents (including but not limited to the fees and charges of auditors, brokers, surveyors and lawyers instructed by the Lender) and with the actual, attempted or purported enforcement of, or preservation of rights under this Agreement and the Security Documents.

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28.	INDEMNITY
	The Borrowers hereunder jointly and severally undertake and agree to indemnify the Lender, upon the Lender’s first demand, from and against any losses, costs or expenses (including legal expenses) which they incur in consequence of any Event of Default including (but without limitation) all losses (including loss of profit for the current Interest Period), premiums and penalties incurred or to be incurred in liquidating or redeploying deposits made by third parties or funds acquired or arranged to advance or maintain the Facilities or any part thereof and any liability items which arise, or are asserted, under or in connection with any law relating to safety at sea.
29.	ENVIRONMENTAL INDEMNITY
	The Borrowers jointly and severally undertake to indemnify the Lender against all damages, losses, liabilities, costs, expenses, penalties, fines or proceedings which may be incurred or paid by or imposed on the Lender directly or indirectly at any time (whether before or after the Indebtedness has been repaid in full) pursuant to any Environmental Law or any other environmental legislation of any state or government which would not have been incurred or paid by or imposed on the Lender had it not entered into this Agreement and/or the Security Documents.
30.	STAMP DUTIES
	The Borrowers shall pay any and all stamp, registration and similar taxes and charges of whatsoever nature which may be payable or determined to be payable on, or in connection with, the execution, registration, notarisation, performance or enforcement of this Agreement or the Security Documents. The Borrowers shall indemnify the Lender against any and all liabilities with respect to or resulting from delay or omission on the part of the Borrowers or any of them to pay any such taxes.
31.	DETERMINATIONS
	Each determination of an Interest Rate or a Default Rate or of any amount in respect of principal or interest or fees or expenses by the Lender in accordance with this Agreement and every other determination or certification by the Lender under this Agreement shall be conclusive and binding on the Borrowers in the absence of manifest error.
32.	NO WAIVER
	No failure to exercise and no delay on the part of the Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power preclude any other or future exercise thereof or the exercise of any other right or power. The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers or remedies provided by law.

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33.	PARTIAL INVALIDITY
	In the event that any term or condition of this Agreement is rendered or declared illegal, invalid or inoperative in whole or in part by any statute rule or regulation or any decision of any court or tribunal of competent jurisdiction then such determination or declaration shall neither affect the validity of any other term or condition of this Agreement which (save as aforesaid) will remain in full force and effect nor the legality, validity or enforceability of such term or condition under the laws of any other jurisdiction.
34.	TRANSFER, ASSIGNMENT, PARTICIPATION, CHANGE OF LENDING BRANCH
34.1	This Agreement shall bind and be to the benefit of the Borrowers and the Lender and their respective successors and permitted assigns.
34.2	None of the Borrowers may assign any of their rights, powers, duties or liabilities hereunder without the prior written consent of the Lender which it shall have full power to withhold.
34.3	The Lender may, without consent of, but with prior written notice to the Borrowers or any other Security Party (at the cost of the Lender) at any time assign, transfer all or part of the Facilities or either of them and its right and powers under this Agreement to any other bank or other financial institution (the “Transferee Lender”). The Lender may disclose to a potential assignee, transferee of participant or to any other person who may propose entering into contractual relations with the Lender in relation to this Agreement such information about the Borrowers and the Security Parties as the Lender shall consider appropriate.
34.4	The Lender may at its own cost at any time and from time to time change its lending office in respect of the whole or any part of its participation in the Facilities or either of them. The Lender shall notify the Borrowers of any such change in the lending office as soon as is practicable.
34.5	If the Lender transfers or assigns, transfers or in any other manner grants participation in respect of all or any part of its rights, powers duties and liabilities hereunder pursuant to Clause 34.3 the Borrowers undertake immediately on being requested to do so by the Lender and at the cost of the Lender to enter into and procure that the other parties to the Security Documents shall enter into, such documents as may be necessary or desirable to transfer to the relevant assignee, transferee or participant all or the relevant part of the Lender’s interest in the Security Documents and all relevant references in this Agreement and the Security Documents to the Lender shall thereafter be construed as a reference to the Lender and/or such assignee, transferee or participant (as the case may be) to the extent of their respective interests.
35.	NON-IMMUNITY
35.1	None of the Borrowers and neither of the Corporate Guarantors has any right of immunity from set-off, suit or execution, attachment or other legal process under the laws of the

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	United Kingdom or the Republic of Greece or the Republic of the Marshall Islands or the British Virgin Islands or the Isle of Man or the Commonwealth of the Bahamas.
35.2	The exercise by each of the Borrowers of its rights and performance and discharge of its duties and liabilities hereunder will constitute commercial acts done and performed for private and commercial purposes.
35.3	To the extent that the Borrowers or any of them may in any jurisdiction in which proceedings may at any time be taken for the enforcement of this Agreement and/or any of the Security Documents claim for themselves or their assets immunity from suit, judgment, execution, attachment (whether, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction there may be attributed to themselves or their assets any such immunity (whether or not claimed), the Borrowers hereby irrevocably agree not to claim and hereby irrevocably waive any such immunity to the full extent permitted by the laws of such jurisdiction.
36.	NOTICES
36.1	Unless otherwise specifically provided, any notice under or in connection with any Security Document shall be given by letter or fax; and references in the Security Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.
36.2	A notice shall be sent:

(a)	to the Borrowers:	c/o Enterprises Shipping and Trading S.A.
		11 Poseidonos Avenue
		167 77 Elliniko
		Attiki, Greece
		Fax No.: +30 210 8983157
(b)	to the Lender at:	24 Kifissias Avenue
		151 25 Maroussi
		Attiki, Greece
		Fax No: +30 210 6896358
or to such other address as the relevant party may notify the other in writing.

36.3 Subject to Clauses 36.4 and 36.5:

(a) a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered;

(b) a notice which is sent by fax shall be deemed to be served, and shall take effect, two (2) hours after its transmission is completed.

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36.4 However, if under Clause 36.3 a notice would be deemed to be served:

(a) on a day which is not a Banking Day in the place of receipt; or

(b) on such a Banking Day, but after 5 p.m. local time;

	the notice shall (subject to Clause 36.5) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a Banking Day.
36.5	Clauses 36.3 and 36.4 do not apply if the recipient of a notice notifies the sender within one (1) hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form, which is illegible in a material respect.
36.6	A notice under or in connection with a Security Document shall not be invalid by reason that the manner of serving it does not comply with the requirements of this Agreement or, where appropriate, any other Security Document under which it is served if the failure to serve it in accordance with the requirements of this Agreement or other Security Document, as the case may be, has not caused any party to suffer any significant loss or prejudice.
36.7	Any notice under or in connection with a Security Document shall be in English.
36.8	In this Clause “notice” includes any demand, consent, authorisation, approval, instruction, waiver or other communication.
37	SUPPLEMENTAL
37.1	The rights and remedies which the Security Documents give to the Lender are:

(a)	cumulative;
(b)	may be exercised as often as appears expedient; and
(c)	shall not, unless a Security Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law.

37.2	If any provision of a Security Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Security Document or of the provisions of any other Security Document.
37.3	A Security Document may be executed in any number of counterparts.
37.4	A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
37.5	This Agreement supersedes the terms and conditions contained in any correspondence relating to the subject matter of this Agreement exchanged between the Lender and the

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	Borrowers or their representatives prior to the date of this Agreement including, without limitation, the Commitment Letter.
38.	LAW AND JURISDICTION
38.1	This Agreement shall be governed by, and construed in accordance with, English law.
38.2	Subject to Clause 38.3, the courts of England shall have exclusive jurisdiction to settle any disputes, which may arise out of or in connection with this Agreement.
38.3	Clause 38.2 is for the exclusive benefit of the Lender, which reserves the right:

(a) to commence proceedings in relation to any matter which arises out of or in connection with this Agreement in the courts of the Republic of Greece and/or any country other than England or Greece and which have or claim jurisdiction to that matter; and

(b) to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or Greece or without commencing proceedings in England or Greece.

	The Borrowers shall not commence any proceedings in any country other than England in relation to a matter, which arises out of or in connection with this Agreement.
38.4	The Borrowers irrevocably appoint E.J.C. Album, Solicitor, presently at Exchange Tower (10th Floor), 1 Harbour Exchange Square, London E14 9GE, England, to act as its agent to receive and accept on their behalf any process or other document relating to any proceedings in the English courts which are connected with this Agreement.
38.5	The Borrowers irrevocably designate and appoint Mr. Efstratios Paschalidis, an Attorney-at-law with offices at 8th Floor, Ionian Building, 2 Defteras Merarchias Street, 185 36 Piraeus, Greece, as agent for the service of process in Greece (“antiklitos”) and agree to consider any legal process or any demand or notice made served by or on behalf of the Lender on the said agent as being made to the Borrowers. The designation of such an authorized agent (“antiklitos”) shall remain irrevocable until all Indebtedness shall have been paid in full in accordance with the terms of this Agreement and the other Security Documents.
38.6	Nothing in this Clause 38 shall exclude or limit any right which the Lender may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.
38.7	In this Clause 38, “proceedings” means proceedings of any kind, including an application for a provisional or protective measure or enforcement court order (diatagi pliromis).

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39.	THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS
	In case of any conflict between the provisions of this Agreement and any of the other Security Documents the provisions of this Agreement shall prevail.

AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first above written.

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EXECUTION PAGE

SIGNED by Staveos Yagos	)	/s/ Staveos Yagos
and by M. Chaeis	)	/s/ M. Chaeis
for and on behalf of	)
MARFIN EGNATIA BANK Societe Anonyme	)
in the presence of:	)
SIGNED by Konstantinos Koutsoubelis	)	/s/ Konstantinos Koutsoubelis
for and on behalf of	)
MARTINIQUE INTERNATIONAL CORP.	)
in the presence of:	)
SIGNED by Konstantinos Koutsoubelis	)	/s/ Konstantinos Koutsoubelis
for and on behalf of	)
HARBOUR BUSINESS INTERNATIONAL CORP.	)
in the presence of:	)
SIGNED by Konstantinos Koutsoubelis	)	/s/ Konstantinos Koutsoubelis
for and on behalf of	)
AMAZONS MANAGEMENT INC.	)
in the presence of:	)
SIGNED by Konstantinos Koutsoubelis	)	/s/ Konstantinos Koutsoubelis
for and on behalf of	)
LAGOON SHIPHOLDING LTD.	)
in the presence of:	)

68

SIGNED by Konstantinos Koutsoubelis	)	/s/ Konstantinos Koutsoubelis
for and on behalf of	)
CYNTHERA NAVIGATION LTD.	)
in the presence of:	)
SIGNED by Konstantinos Koutsoubelis	)	/s/ Konstantinos Koutsoubelis
for and on behalf of	)
WALDECK MARITIME CO.	)
in the presence of:	)

69

SCHEDULE 1

NOTICE OF DRAWDOWN

TO: MARFIN EGNATIA BANK Societe Anonyme
24 Kifissias Avenue
151 25 Maroussi
Attiki, Greece

Date: [l]

Dear Sirs,

Financial Agreement made to Martinique International Corp., Harbour Business International Corp., Amazons Management Inc., Lagoon Shipholding Ltd., Cynthera Navigation Ltd. and Waldeck Maritime Co.

1.	We refer to the financial agreement dated [l] 2008 (the “Financial Agreement”) and made between ourselves, as joint and several Borrowers and yourselves as Lender, in connection with certain term loan or revolving credit facilities not exceeding in aggregate Two hundred Fifty Five million Dollars ($255,000,000).
	Terms defined in the Financial Agreement have their defined meanings when used in this Notice of Drawdown.
2.	We request to borrow the Advance of the [Term] [Revolving] Facility as follows:

(a)	Amount: $ [l];
(b)	Drawdown Date: [l];
(c)	Duration of the first Interest Period shall be [l] months; and
(d)	Payment instructions: account in the name of [l] and numbered [l] with [l] of [l].

3. We represent and warrant that:

(a)	the representations and warranties in Clause 16 of the Financial Agreement and in the other Security Documents would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing;
(b)	no Event of Default has occurred or will result from the borrowing of either Facility and/or the above Advance[s].

4. This notice cannot be revoked without your prior written consent.

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5. [We authorise you to deduct from the proceeds of the above Advance the amount of (a) the arrangement fee referred to in Clause 26.1 [and] [the availability fee referred to in Clause 26.2 and (b) all legal fees payable pursuant to Clause 18.1.12.]

Yours faithfully,

For and on behalf of

MARTINIQUE INTERNATIONAL CORP.

Attorney-in-Fact

For and on behalf of

HARBOUR BUSINESS INTERNATIONAL CORP.

Attorney-in-Fact

For and on behalf of

AMAZONS MANAGEMENT INC.

Attorney-in-Fact

For and on behalf of

LAGOON SHIPHOLDING LTD.

Attorney-in-Fact

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For and on behalf of

CYNTHERA NAVIGATION LTD.

Attorney-in-Fact

For and on behalf of

WALDECK MARITIME CO.

Attorney-in-Fact

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SCHEDULE 2
ACKNOWLEDGEMENT

Date: [l]

Financial Agreement dated [l] 2008 (the “Financial Agreement”)

We the undersigned Borrowers declare that in connection with the above Financial Agreement we received [an] Advance[s] in the amount of [l] Dollars ($[l]) value [l].

Capitalised terms used herein shall have the respective meanings specified in the Financial Agreement.

Yours faithfully,

For and on behalf of

MARTINIQUE INTERNATIONAL CORP.

Attorney-in-Fact

For and on behalf of

HARBOUR BUSINESS INTERNATIONAL CORP.

Attorney-in-Fact

For and on behalf of

AMAZONS MANAGEMENT INC.

Attorney-in-Fact

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For and on behalf of

LAGOON SHIPHOLDING LTD.

Attorney-in-Fact

For and on behalf of

CYNTHERA NAVIGATION LTD.

Attorney-in-Fact

For and on behalf of

WALDECK MARITIME CO.

Attorney-in-Fact

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SCHEDULE 3

FORM OF COMPLIANCE CERTIFICATE

To: MARFIN EGNATIA BANK Societe Anonyme
24 Kifissias Avenue
151 25 Maroussi
Attiki, Greece

Date: [l]

Dear Sirs,

We refer to a financial agreement dated [l] 2008 (the “Financial Agreement”) made between (1) Martinique International Corp., Harbour Business International Corp., Amazons Management Inc., Lagoon Shipholding Ltd., Cynthera Navigation Ltd. and Waldeck Maritime Co. (together the “Borrowers”) as joint and several borrowers and (2) you, as lender.

Words and expressions defined in the Financial Agreement shall have the same meaning when used in this compliance certificate.

We enclose with this certificate a copy of the [audited annual] [quarterly unaudited] Financial Statements of the Borrowers and the Group for the year ended [l]. The Financial Statements (i) have been prepared in accordance with all applicable laws and Applicable Accounting Principles consistently applied, (ii) give a true and fair view of the state of affairs of the Group at the date of the accounts and of its profit for the period to which the accounts relate and (iii) fully disclose or provide for all significant liabilities of the Group.

We hereby represent that no Event of Default has occurred as at the date of this certificate [except for the following matter or event [set out all material details of matter or event]].

We now certify that, as at [l]:

a)	the ratio of Total Liabilities to Total Assets is not more than 0.70:1; and
b)	the ratio of Financial Indebtedness owed by the Group to EBITDA is less than 6.5:1; and
c)	the ratio of EBITDA to Net Interest Expense is not less than 2:1; and
d)	on a consolidated basis, at all times, the aggregate amount of cash deposits held in accounts of the Borrowers and the Corporate Guarantors with the Lender free from any Encumbrances (other than Encumbrances in favour of the Lender) is not less than two point five per cent (2.5%) of the Financial Indebtedness; and
e)	on a consolidated basis the quarterly average aggregate amount of cash deposits held in accounts of the Borrowers and the Corporate Guarantors with the Lender free from any Encumbrances (other than Encumbrances in favour of the Lender) is not less than five per cent (5%) of the Financial Indebtedness.

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This certificate shall be governed by, and construed in accordance with, English law.

[l]

Chief Financial Officer of

[Seanergy Maritime Corp.]

[and

Seanergy Maritime Holdings Corp.]

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SCHEDULE 4
CHARTER DETAILS

		Charter
Vessel Name	Type	Rate		Charter Period	Charter Date
Bremen Max	Panamax	$	65,000	11-13 months from its Delivery Date	26 May 2008
Hamburg Max	Panamax	$	65,000	11-13 months from its Delivery Date	26 May 2008
Davakis G.	Supramax	$	60,000	11-13 months from its Delivery Date	26 May 2008
Delos Ranger	Supramax	$	60,000	11-13 months from its Delivery Date	26 May 2008
African Oryx	Handysize	$	30,000	11-13 months from its Delivery Date	26 May 2008
African Zebra	Handysize	$	36,000	11-13 months from its Delivery Date	26 May 2008

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SCHEDULE 5

COPY OF THE MASTER AGREEMENT

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EX-10.24

Exhibit 10.24

Dated 9 September 2009

MARTINIQUE INTERNATIONAL CORP.
HARBOUR BUSINESS INTERNATIONAL CORP.
AMAZONS MANAGEMENT INC.
LAGOON SHIPHOLDING LTD.
CYNTHERA NAVIGATION LTD.
and
WALDECK MARITIME CO.
as joint and several Borrowers

- and -

MARFIN EGNATIA BANK Societe Anonyme
as Lender

Addendum No. 1 to a Financial Agreement
dated 28 August 2008
in respect of certain financial facilities
not exceeding in aggregate US$255,000,000

THIS ADDENDUM No. 1 is made this 9^th day of September 2009

BY AND BETWEEN

1. (a) MARTINIQUE INTERNATIONAL CORP., a corporation organised and existing under the laws of the British Virgin Islands, having its registered office at Palm Chambers, 197 Main Street, P.O. Box 3174, Road Town, Tortola, British Virgin Islands (the “Bremen Owner”);

(b) HARBOUR BUSINESS INTERNATIONAL CORP., a corporation organised and existing under the laws of the British Virgin Islands, having its registered office at Palm Chambers, 197 Main Street, P.O. Box 3174, Road Town, Tortola, British Virgin Islands (the “Hamburg Owner”);

(c) AMAZONS MANAGEMENT INC., a corporation organised and existing under the laws of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands (the “Davakis Owner”);

(d) LAGOON SHIPHOLDING LTD., a corporation organised and existing under the laws of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands (the “Ranger Owner”);

(e) CYNTHERA NAVIGATION LTD., a corporation organised and existing under the laws of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands (the “Oryx Owner”);

(f) WALDECK MARITIME CO., a corporation organised and existing under the laws of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands (the “Zebra Owner” and together with the Bremen Owner and the Hamburg Owner and the Davakis Owner and the Ranger Owner the Oryx Owner the “Borrowers”) as joint and several borrowers; and

2. MARFIN EGNATIA BANK Societe Anonyme, a company duly incorporated under the laws of the Republic of Greece, having its registered office at 20 Mitropoleos Str. & Komninon, 546 24 Thessaloniki, Greece and acting through its office at 91 Akti Miaouli, 185 38 Piraeus, Greece (the “Lender”) as lender.

WHEREAS

A. Pursuant to a financial agreement dated 27 August 2008 (as the same is hereby and from time to time may be further amended, supplemented or varied hereinafter

1

referred to as the “Financial Agreement”), made by and among the Lender as lender and the Borrowers as joint and several borrowers, the Lender made available to the Borrowers certain term loan and revolving credit facilities not exceeding in aggregate Two hundred Fifty Five million Dollars ($255,000,000) in the following amounts and for the following purposes:

(a) a term loan facility (the “Term Facility”) in an aggregate amount of up to the lesser of: (A) One hundred Sixty Five million Dollars ($165,000,000) and (B) forty two per cent (42%) of the Unconditional Contract Price made available in six (6) advances and for the following purposes:

(i)

an advance of up to Twenty Eight million Eight hundred thousand Dollars ($28,800,000) (the “Bremen Advance”) for the purpose of assisting the Bremen Owner in financing or refinancing part of the acquisition cost of a bulk carrier vessel built in 1993, of 39,012 gross tons and 24,407 net tons to be acquired by the Bremen Owner and registered upon delivery in its ownership under the laws of the Isle of Man under the name “BREMEN MAX” (the “Bremen Ship”) pursuant to a memorandum of agreement dated 20 May 2008 entered into between Pavey Services Ltd. of the British Virgin Islands (“Pavey Services”) as seller and Seanergy Maritime Corp. or its guaranteed nominee as buyer, as supplemented by an acknowledgment and agreement dated 26th May 2008 pursuant to which Seanergy Maritime Corp. nominated the Bremen Owner and the Bremen Owner agreed to acquire the Bremen Ship from Pavey Services, as further amended by an addendum no.1 dated 14th July 2008 and an addendum no. 2 dated 30th July 2008, relating to the sale and purchase of the Bremen Ship;

(ii)

an advance of up to Thirty million Dollars ($30,000,000) (the “Hamburg Advance”) for the purpose of assisting the Hamburg Owner in financing or refinancing part of the acquisition cost of a bulk carrier vessel built in 1994, of 39,012 gross tons and 24,407 net tons to be acquired by the Hamburg Owner and registered in its ownership upon delivery under the laws of the Isle of Man under the name “HAMBURG MAX” (the “Hamburg Ship”) pursuant to a memorandum of agreement dated 20 May 2008 entered into between Shoreline Universal Limited of the British Virgin Islands (“Shoreline Universal”) as seller and Seanergy Maritime Corp. or its guaranteed nominee as buyer, as supplemented by an acknowledgment and agreement dated 26th May 2008 pursuant to which Seanergy Maritime Corp. nominated the Hamburg Owner and the Hamburg Owner agreed to acquire the Hamburg Ship from Shoreline Universal, as further amended by an addendum no.1 dated

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	14th July 2008 and an addendum no. 2 dated 30th July 2008, relating to the sale and purchase of the Hamburg Ship;
(iii)	an advance of up to Thirty Six million Eight hundred Fifty thousand Dollars ($36,850,000) (the “Davakis Advance”) for the purpose of assisting the Davakis Owner in financing or refinancing part of the acquisition cost of a bulk carrier vessel built in 2008, of 31,091 gross tons and 17,993 net tons to be acquired by the Davakis Owner and registered in its ownership upon delivery under the laws of the Commonwealth of the Bahamas under the name “DAVAKIS G.” (the “Davakis Ship”) pursuant to a memorandum of agreement dated 20 May 2008 entered into between Kalistos Maritime S.A. of the Marshall Islands (“Kalistos Maritime”) as seller and Seanergy Maritime Corp. or its guaranteed nominee as buyer, as supplemented by an acknowledgment and agreement dated 26th May 2008 pursuant to which Seanergy Maritime Corp. nominated the Davakis Owner and the Davakis Owner agreed to acquire the Davakis Ship from Kalistos Maritime, as further amended by an addendum no.1 dated 14th July 2008 and an addendum no. 2 dated 30th July 2008, relating to the sale and purchase of the Davakis Ship;
(iv)	an advance of up to Thirty Six million Eight hundred Fifty thousand Dollars ($36,850,000) (the “Ranger Advance”) for the purpose of assisting the Ranger Owner in financing or refinancing part of the acquisition cost of Hull KA216 to be acquired by the Ranger Owner and registered in its ownership upon delivery under the laws of the Commonwealth of the Bahamas under the name “DELOS RANGER” (the “Ranger Ship”) pursuant to a memorandum of agreement dated 20 May 2008 entered into between Kalithea Maritime S.A. of the Marshall Islands (“Kalithea Maritime”) as seller and Seanergy Maritime Corp. or its guaranteed nominee as buyer, as supplemented by an acknowledgment and agreement dated 26th May 2008 pursuant to which Seanergy Maritime Corp. nominated the Ranger Owner and the Ranger Owner agreed to acquire the Ranger Ship from Kalithea Maritime, as further amended by an addendum no.1 dated 14th July 2008 and an addendum no. 2 dated 30th July 2008, relating to the sale and purchase of the Ranger Ship;
(v)	an advance of up to Eighteen million Five hundred thousand Dollars ($18,500,000) (the “Oryx Advance”) for the purpose of assisting the Oryx Owner in financing or refinancing part of the acquisition cost of a bulk carrier vessel built in 1998, of 15,888 gross tons and 8,060 net tons to be acquired by the Oryx Owner and registered in its ownership upon delivery under the laws of the Commonwealth of the Bahamas under the name “AFRICAN ORYX” (the “Oryx Ship”)

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pursuant to a memorandum of agreement dated 20 May 2008 entered into between Valdis Marine Corp. of the Marshall Islands (“Valdis Maritime”) as seller and Seanergy Maritime Corp. or its guaranteed nominee as buyer, as supplemented by an acknowledgment and agreement dated 26th May 2008 pursuant to which Seanergy Maritime Corp. nominated the Oryx Owner and the Oryx Owner agreed to acquire the Oryx Ship from Valdis Maritime, as further amended by an addendum no.1 dated 14th July 2008 and an addendum no. 2 dated 30th July 2008, relating to the sale and purchase of the Oryx Ship; and

(vi)

an advance of up to Fourteen million Dollars ($14,000,000) (the “Zebra Advance” and together with the Bremen Advance, the Hamburg Advance, the Davakis Advance, the Ranger Advance and the Oryx Advance the “Term Advances” and singly each a “Term Advance”) for the purpose of assisting the Zebra Owner in financing or refinancing part of the acquisition cost of a bulk carrier vessel built in 1985, of 23,207 gross tons and 12,963 net tons to be acquired by the Zebra Owner and registered in its ownership upon delivery under the laws of the Commonwealth of the Bahamas under the name “AFRICAN ZEBRA” (the “Zebra Ship” and together with the Bremen Ship, the Hamburg Ship, the Davakis Ship, the Ranger Ship and the Oryx Ship the “Ships”) pursuant to a memorandum of agreement dated 20 May 2008 entered into between Goldie Navigation Ltd. of the Marshall Islands (“Goldie Navigation”) as seller and Seanergy Maritime Corp. or its guaranteed nominee as buyer, as supplemented by an acknowledgment and agreement dated 26th May 2008 pursuant to which Seanergy Maritime Corp. nominated the Zebra Owner and the Zebra Owner agreed to acquire the Zebra Ship from Goldie Navigation, as further amended by an addendum no.1 dated 14th July 2008 and an addendum no. 2 dated 30th July 2008 relating to the sale and purchase of the Zebra Ship; and

(b) a revolving credit facility (the “Revolving Facility” and together with the Term Facility the “Facilities”) in an amount equal to the lesser of (a) Ninety million Dollars ($90,000,000) and (b) an amount in Dollars which when aggregated with the amount already drawn down under the Term Facility does not exceed seventy per cent (70%) of the aggregate Market Values of the Ships subject to a Mortgage (taking into consideration the Charters) and the market value of all other securities held in favour of the Lender to be made available to the Borrowers in multiple advances (together the “Revolving Advances” and singly each a “Revolving Advance”) for the purpose of providing the Borrowers with working and investment capital to be used, inter alia, for Acquisition Purposes.

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B. Pursuant to the Financial Agreement, inter alia, the following documents were executed, as security for the obligations of the Borrowers to the Lender thereunder:

(i)	a first priority mortgage dated 11 September 2008 (the “Bremen Ship Mortgage”) and a deed of covenants collateral thereto of even date (the “Bremen Ship Deed of Covenants”), both executed by the Bremen Owner in favour of the Lender over the Bremen Ship;
(ii)	a first priority mortgage dated 25 September 2008 (the “Hamburg Ship Mortgage”) and a deed of covenants collateral thereto of even date (the “Hamburg Ship Deed of Covenants”), both executed by the Hamburg Owner in favour of the Lender over the Hamburg Ship;
(iii)	a first priority mortgage dated 28 August 2008 (the “Davakis Ship Mortgage”) and a deed of covenants collateral thereto of even date (the “Davakis Ship Deed of Covenants”), both executed by the Davakis Owner in favour of the Lender over the Davakis Ship;
(iv)	a first priority mortgage dated 28 August 2008 (the “Ranger Ship Mortgage”) and a deed of covenants collateral thereto of even date (the “Ranger Ship Deed of Covenants”), both executed by the Ranger Owner in favour of the Lender over the Ranger Ship;
(v)	a first priority mortgage dated 28 August 2008 (the “Oryx Ship Mortgage”) and a deed of covenants collateral thereto of even date (the “Oryx Ship Deed of Covenants”), both executed by the Oryx Owner in favour of the Lender over the Oryx Ship;
(vi)	a first priority mortgage dated 25 September 2008 (the “Zebra Ship Mortgage”) and a deed of covenants collateral thereto of even date (the “Zebra Ship Deed of Covenants” and together with the Bremen Ship Deed of Covenants, the Hamburg Ship Deed of Covenants, the Davakis Ship Deed of Covenants, the Ranger Ship Deed of Covenants and the Oryx Ship Deed of Covenants the “Deeds of Covenants”), both executed by the Zebra Owner in favour of the Lender over the Zebra Ship;
(vii)	a general assignment dated 25 September 2008 of, inter alia, the Earnings, Insurances and Requisition Compensation of the Bremen Ship (the “Bremen Ship General Assignment”), executed by the Bremen Owner in favour of the Lender;
(viii)	a general assignment dated 11 September 2008 of, inter alia, the Earnings, Insurances and Requisition Compensation of the Hamburg Ship (the “Hamburg

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	Ship General Assignment”) executed by the Hamburg Owner in favour of the Lender;
(x)	a general assignment dated 28 August 2008 of, inter alia, the Earnings, Insurances and Requisition Compensation of the Davakis Ship (the “Davakis Ship General Assignment”) executed by the Davakis Owner in favour of the Lender;
(xi)	a general assignment dated 28 August 2008 of, inter alia, the Earnings, Insurances and Requisition Compensation of the Ranger Ship (the “Ranger Ship General Assignment”), executed by the Ranger Owner in favour of the Lender;
(xii)	a general assignment dated 28 August 2008 of, inter alia, the Earnings, Insurances and Requisition Compensation of the Oryx Ship (the “Oryx Ship General Assignment”), executed by the Oryx Owner in favour of the Lender;
(xiii)	general assignment dated 25 September 2008 of, inter alia, the Earnings, Insurances and Requisition Compensation of the Zebra Ship (the “Zebra Ship General Assignment” and together with the Bremen Ship General Assignment, the Hamburg Ship General Assignment, the Davakis Ship General Assignment, the Ranger Ship General Assignment and the Oryx Ship General Assignment the “General Assignments”), executed by the Zebra Owner in favour of the Lender; and
(xiv)	a guarantee and indemnity dated 27 August 2008 (the “Guarantee”) executed by SEANERGY MARITIME HOLDINGS CORP. of the Marshall Islands (the “Seanergy Holdings Guarantor”) in favour of the Lender.

C.	Pursuant to a waiver letter addressed by the Lender and agreed and accepted by the Borrowers and the Guarantors on 31 December 2008 (the “Waiver Letter”), the Lender had agreed to waive the fulfilment of the covenant referred to in Clause 23 of the Financial Agreement for a period commencing on the date of the execution of such Waiver Letter and terminating on the expiration date of any Charter (as defined in the Financial Agreement) first to occur, subject to the terms and conditions therein set forth.
D.	The outstanding principal amount of the Term Facility on the date hereof is One hundred Forty Two million and Five hundred thousand Dollars ($142,500,000) and the outstanding principal amount of the Revolving Facility on the date hereof is Fifty Four million Eight hundred Forty Five thousand and Three hundred Ninety Dollars and Sixty Seven cents ($54,845,390.67).
E.	The Borrowers and the Seanergy Holdings Guarantor, inter alia, requested the Lender to consent to waive the Lender’s rights under Clause 23 of the Financial Agreement up to 1

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	July 2010 (the “New Waiver Period”).
F.	The Lender has agreed to consent to the request referred to in Recital E above on the condition (inter alia) that:

(i)	the Borrowers enter into this Addendum No. 1 with the Lender;
(ii)	each Borrower executes in favour of the Lender an addendum to the relevant Deed of Covenants, incorporating, inter alia, the amendments hereinafter set forth;
(iii)	each Borrower executes in favour of the Lender an addendum to the relevant General Assignment; and
(iv)	the Seanergy Holdings Guarantor executes a confirmation of the validity of its relevant Guarantee.

G. In connection with the foregoing, the parties hereto have agreed to partially amend the Financial Agreement by entering into this Addendum No. 1, keeping any and all other provisions of the Financial Agreement in full force and effect.

NOW THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration (receipt of which is hereby acknowledged) the parties do hereby agree as follows:

1.	Definitions
	In this Addendum No. 1 (which term shall include any addenda, amendments or supplements hereto) and in the Recitals hereof capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Financial Agreement and furthermore:
	“Charter Addenda” means together the Bremen Ship Charter Addendum and the Hamburg Ship Charter Addendum;
	“Charterer” means:

(i)	in relation to the Bremen Ship and the Hamburg Ship: South African Marine Corporation S.A., a corporation organized under the laws of the Republic of the Marshall Islands and having an office in Nicosia, Republic of Cyprus,
(ii)	in relation to the Davakis Ship and the Ranger Ship: a company approved by the Lender, such approval not to be unreasonably withheld,

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(iii)	in relation to the Oryx Ship and the Zebra Ship: Metall und Rohstoff Shipping (and Holdings) B.V. of Amsterdam; or
(iv)	in relation to any of the Ships any other charterer the Lender may approve, such approval not to be unreasonably withheld.

“Effective Date” means the date upon which the Lender’s agreement set forth in Clause 7 hereof shall become effective being a date not later than 15 September 2009 upon which the conditions set forth in Clause 5 hereof shall have been fulfilled to the satisfaction of the Lender and its legal advisors; and

“Bremen Ship Charter Addendum” means an addendum no. 1 dated 24 July 2009 to a time charter dated 26 May 2008 both made between the Bremen Owner and the relevant Charterer, extending such time charter for a period of about eleven (11) to about thirteen (13) months at a daily hire rate of US$ 15,500 including overtime, which has been approved by the Lender;

“New Charters” means together the New Davakis Ship Charter, the New Ranger Ship Charter, the New Oryx Ship Charter and the New Zebra Ship Charter;

“New Davakis Ship Charter” means the time charter in respect of the Davakis Ship to be made between the Davakis Owner and the relevant Charterer for a period and at a rate per day satisfactory to the Lender, as the same may from time to time be amended, varied, extended, novated or supplemented, with the Lender’s prior written consent, such consent not to be unreasonably withheld;

“Hamburg Ship Charter Addendum” means an addendum no. 1 dated 24 July 2009 to a time charter dated 26 May 2008 both made between the Hamburg Owner and the relevant Charterer, extending such time charter for a period of about eleven (11) to about thirteen (13) months at a daily hire rate of US$ 15,500 including overtime, which has been approved by the Lender;

“New Oryx Ship Charter” means the time charter in respect of the Oryx Ship dated 14 July 2009 and made between the Oryx Owner and the relevant Charterer at a daily hire rate of US$ 7,000 and a 50% adjusted profit share to be distributed equally between the Oryx Owner and the relevant charterer calculated on the average spot Time Charter Routes quoted on the Baltic Supramax Index for a period of about twenty two (22) to about twenty five (25) months, which has been approved by the Lender, as the same may from time to time be amended, varied, extended, novated or supplemented, with the Lender’s prior written consent, such consent not to be unreasonably withheld;

“New Ranger Ship Charter” means the time charter in respect of the Ranger Ship to be

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made between the Ranger Owner and the relevant Charterer for a period and at a rate per day satisfactory to the Lender, as the same may from time to time be amended, varied, extended, novated or supplemented, with the Lender’s prior written consent, such consent not to be unreasonably withheld;

“New Zebra Ship Charter” means the time charter in respect of the Zebra Ship dated 14 July 2009 and made between the Zebra Owner and the relevant Charterer at a daily hire rate of USD$ 7,500 and a 50% adjusted profit share to be distributed equally between the Zebra Owner and the relevant charterer calculated on the average spot Time Charter Routes quoted on the Baltic Supramax Index for a period of about twenty two (22) to about twenty five (25) months, which has been approved by the Lender, as the same may from time to time be amended, varied, extended, novated or supplemented, with the Lender’s prior written consent, such consent not to be unreasonably withheld;

“Supplemental Security Documents” means each of the documents referred to in Clause 4 hereof which are to be executed and delivered on or prior to the Effective Date in accordance with the terms hereof.

2.	Amendments to the Financial Agreement
2.1	With effect from the Effective Date the following definitions of Clause 2.01 of the Financial Agreement shall be amended to read as follows:
	“Applicable Margin” means:

(a) in respect of each Term Advance:

(i)	in the event that the Total Assets to Total Liabilities Ratio at the relevant Margin Calculation Date is greater than One hundred Sixty Five per cent (165%): One point fifty per cent (1.50%) per annum; and
(ii)	in the event that the Total Assets to Total Liabilities Ratio at the relevant Margin Calculation Date is lower than or equal to One hundred Sixty Five per cent (165%): One point seventy five per cent (1.75%) per annum;

(b) in respect of each Revolving Advance: Two point twenty five per cent (2.25 %) per annum;

provided however that the Applicable Margin throughout each Waiver Period shall be increased to: (i) Two point seventy five per cent (2.75%) per annum in respect of each Term Advance, and (ii) Three point twenty five per cent (3.25%) per annum in respect of each Revolving Advance, for each relevant Interest Period;

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and provided further that at the end of such Waiver Period, and subject to no Event of Default having occurred and fulfilment of the covenant contained in Clause 23, the Applicable Margin referred to in sub-paragraphs (a) (i), (a) (ii) and (b), as the case may be, shall be reinstated;

“Charterer” means:

(i)	in relation to the Bremen Ship and the Hamburg Ship: South African Marine Corporation S.A., a corporation organized under the laws of the Republic of the Marshall Islands and having an office in Nicosia, Republic of Cyprus,
(ii)	in relation to the Davakis Ship and the Ranger Ship: a company approved by the Lender, such approval not to be unreasonably withheld,
(iii)	in relation to the Oryx Ship and the Zebra Ship: Metall und Rohstoff Shipping (and Holdings) B.V. of Amsterdam; or
(iv)	any other charterer for any of the Ships that may be approved by the Lender, such approval not to be unreasonably withheld;

2.2	With effect from the Effective Date the definition of “Charter” shall be deleted.
2.3	With effect from the Effective Date the following definitions shall be inserted in Clause 2.01 of the Financial Agreement:
	“Charters” means together the Bremen Ship Charter, the Hamburg Ship Charter, the Davakis Ship Charter, the Ranger Ship Charter, the Oryx Ship Charter and the Zebra Ship Charter, and, in the singular, means any of them;
	“Bremen Ship Charter” means the time charter in respect of the Bremen Ship dated 26 May 2008 and made between the Bremen Owner and the relevant Charterer for a period of about eleven (11) to about thirteen (13) months at a daily hire rate of US$ 65,000, as the same has been extended by an addendum no. 1 dated 24 July 2009 for a further period of about eleven (11) to about thirteen (13) months at a daily hire rate of US$ 15,500 including overtime, which has been approved by the Lender, as the same may be amended, varied, extended, novated or supplemented, with the Lender’s prior written consent, such consent not to be unreasonably withheld;
	“Davakis Ship Charter” means the time charter in respect of the Davakis Ship to be made between the Davakis Owner and the relevant Charterer for a period and at a rate per day satisfactory to the Lender, as the same may from time to time be amended, varied, extended, novated or supplemented, with the Lender’s prior written consent, such consent not to be unreasonably withheld;

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	“Hamburg Ship Charter” means the time charter in respect of the Hamburg Ship dated 26 May 2008 and made between the Hamburg Owner and the relevant Charterer for a period of about eleven (11) to about thirteen (13) months at a daily hire rate of US$ 65,000, as the same has been extended by an addendum no. 1 dated 24 July 2009 for a further period of about eleven (11) to about thirteen (13) months at a daily hire rate of US$ 15,500 including overtime, which has been approved by the Lender, as the same may be amended, varied, extended, novated or supplemented, with the Lender’s prior written consent, such consent not to be unreasonably withheld;
	“Oryx Ship Charter” means the time charter in respect of the Oryx Ship dated 14 July 2009 and made between the Oryx Owner and the relevant Charterer for a period of about twenty two (22) to about twenty five (25) months at a daily hire rate of US$ 7,000 and a 50% adjusted profit share to be distributed equally between the Oryx Owner and the relevant charterer calculated on the average spot Time Charter Routes quoted on the Baltic Supramax Index for a period of about twenty two (22) to about twenty five (25) months, which has been approved by the Lender, as the same may from time to time be amended, varied, extended, novated or supplemented, with the Lender’s prior written consent, such consent not to be unreasonably withheld;
	“Ranger Ship Charter” means the time charter in respect of the Ranger Ship to be made between the Ranger Owner and the relevant Charterer for a period and at a rate per day satisfactory to the Lender, as the same may from time to time be amended, varied, extended, novated or supplemented, with the Lender’s prior written consent, such consent not to be unreasonably withheld;
	“Zebra Ship Charter” means the time charter in respect of the Zebra Ship dated 14 July 2009 and made between the Zebra Owner and the relevant Charterer for a period of about twenty two (22) to about twenty five (25) months at a daily hire rate of USD$ 7,500 and a 50% adjusted profit share to be distributed equally between the owners and the charterers calculated on the average spot Time Charter Routes quoted on the Baltic Supramax Index for a period of [about twenty two (22) to about twenty five (25) months], which has been approved by the Lender, as the same may from time to time be amended, varied, extended, novated or supplemented, with the Lender’s prior written consent such consent not to be unreasonably withheld.
	“Waiver Period” means any period, during which the Lender shall agree in writing or otherwise, to waive its rights under Clause 23;
2.4	With effect from the Effective Date additional Clauses 10.12 and 10.13 shall be inserted in the Financial Agreement reading as follows:
“10.12	on 31 December 2009 and on each date falling at semi-annual intervals thereafter throughout any Waiver Period, if the Borrowers have a surplus of funds (the “Surplus Earnings”) over the Borrowers’ requirements for operation and maintenance of the

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Ships during the relevant period (after meeting their other obligations to the Lender under this Agreement), an amount equal to any such Surplus Earnings shall be transferred from the relevant Earnings Account to the Seanergy Holdings Account and remain credited therein, provided however that, unless an Event of Default has occurred, any such Surplus Earnings may, at the discretion of the Borrowers, be used either (i) towards prepayment of the Revolving Facility whereupon the Applicable Limit shall be reduced by the amount so prepaid and after the Revolving Facility has been repaid and is not available for drawing, towards the Balloon Payment and thereafter towards prepayment of the Repayment Instalments in inverse order of maturity or (ii) for any other purpose approved by the Lender.

10.13

The Borrowers shall prepay the following Repayment Instalments in the amounts and on the dates described below:

(i)	on 25 September 2009, the Borrowers shall pay the fifth (5th) Repayment Instalment in the amount of Five million Two hundred and Fifty thousand Dollars ($5,250,000); and
(ii)	on 4 January 2010, the Borrowers shall pay the sixth (6th) and seventh (7th) Repayment Instalments, in the total amount of Ten million five hundred thousand Dollars ($10,500,000).”

The next eighth (8^th) Repayment Instalment will be repaid in September 2010 when such Repayment Instalment is due and payable.

2.5	With effect from the Effective Date Clause 19.10 of the Financial Agreement shall be amended to read as follows:
“19.10	not to and ensure that the Seanergy Holdings Guarantor shall not declare or pay any dividends in an amount greater than sixty per cent (60%) of the net cash flow of the Group as determined by the Lender on the basis of, inter alia, the most recent annual audited Financial Statements provided pursuant to Clause 19.1 or repay any shareholders’ loans or make any other distribution whatsoever in excess of the above amount without the Lender’s prior written consent, which consent shall not be unreasonably withheld; provided however that during any Waiver Period, the Borrowers shall not and shall ensure that the Seanergy Holdings Guarantor shall not declare or pay any dividends or repay any shareholders’ loans or make any other distribution whatsoever without the Lender’s prior written consent;”
2.6	With effect from the Effective Date the following additional Clauses 19.29, 19.30 and 19.31 shall be inserted in the Financial Agreement:

“19.29 throughout any Waiver Period, not to withdraw any Surplus Earnings credited to the Seanergy Holdings Account in accordance with Clause

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	10.12 without the Lender’s prior written consent;
19.30	to ensure and procure that by 30 September 2009, or such later date as the Lender may agree, each of the Davakis Owner and the Ranger Owner shall enter into the Davakis Ship Charter and the Ranger Ship Charter respectively and shall deliver to the Lender true copies of their Charter; and
19.31	to ensure and procure that by 30 September 2009, or such later date as the Lender may agree, each of the Davakis Owner and the Ranger Owner shall execute and deliver to the Lender a first priority deed of assignment of their Charter, in form and substance satisfactory to the Lender, and respective notices and acknowledgements thereof.”

2.7	With effect from the Effective Date Schedule 4 of the Financial Agreement shall be deleted.
3.	Construction of the Financial Agreement and the other Security Documents
3.1	With effect from the Effective Date all references in the Financial Agreement to “this Agreement” shall be construed as references to the Financial Agreement as amended and/or supplemented by this Addendum No. 1 and the words “hereby”, “hereof”, “herein”, “hereunder” and the like shall be construed accordingly.
3.2	With effect from the Effective Date all references in any of the Security Documents to the “Agreement” or to the “Financial Agreement” shall be construed as references to the Financial Agreement as amended and/or supplemented by this Addendum No. 1 and the words “thereby”, “thereof”, therein”, “thereunder” and like shall be construed accordingly.
3.3	With effect from the Effective Date all references in the Financial Agreement or any other of the Security Documents to the Security Documents (including references in the Security Document in question to itself) shall be construed as to include the Supplemental Security Documents referred to in Clause 4 hereof and as references to the same as supplemented and amended by or pursuant to this Addendum No. 1 and the words “herein”, “hereof”, “hereunder”, “therein”, “thereof” and the like shall be construed accordingly.
4.	Supplemental Security Documents
4.1	On or prior to the Effective Date, each Borrower shall execute an addendum to the relevant Deed of Covenants, in favour of the Lender and in form and substance satisfactory to the Lender and its legal advisors.
4.2	On or prior to the Effective Date, each Borrower shall execute an addendum to the

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	relevant General Assignment, in favour of the Lender and in form and substance satisfactory to the Lender and its legal advisors.
4.3	On or prior to the Effective Date, each of the Oryx Owner and the Zebra Owner shall execute a first priority specific deed of assignment of the New Charter related to the Ship owned by it, in favour of the Lender and in form and substance satisfactory to the Lender and its legal advisors.
4.4	On or prior to the Effective Date, the Seanergy Holdings Guarantor shall execute in favour of the Lender and in form and substance satisfactory to the Lender and its legal advisors a confirmation of the validity of its Guarantee.
5.	Conditions Precedent
	The Lender’s agreement to consent to the Borrowers’ request referred to in Recital E hereof is subject to the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 15 September 2009:

(a)	certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate;
(b)	certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 1;
(c)	minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 1, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party;
(d)	evidence of the due authority of any person signing this Addendum No. 1, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor;
(e)	certified true copies of the Bremen Ship Charter Addendum, the Hamburg Ship Charter Addendum, the New Oryx Ship Charter and the New Zebra Ship Charter;

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(f)	the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities;
(g)	confirmation from any agents for service of process nominated in this Addendum No. 1 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination;
(h)	opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 1 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto;
(j)	payment to the Lender of an amount of Eight thousand Euros (€ 8,000) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 1 and the Supplemental Security Documents;
(i)	payment to the Lender of an amount of One thousand Euros (€ 1,000) in respect of the fees of the Marshall Islands counsel of the Lender;
(k)	payment to the Lender of an amount of Three thousand and Five hundred United States Dollars ($ 3,500) in respect of the fees of the Bahamian counsel of the Lender;
(l)	payment to the Lender of an amount of [l] United States Dollars ($ [l]) in respect of the fees of the British Virgin Islands counsel of the Lender; and
(m)	evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement.

PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.

6.	Representations, Warranties and Covenants
6.1	As at the date hereof each Borrower makes, repeats and restates, as the case may be, all the representations, warranties and covenants set forth in the Financial Agreement, mutatis mutandis, as of the date hereof.
6.2	In addition to the above the Borrowers hereby represent and warrant to the Lender as at

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the date of this Addendum No. 1 that:

(a)	all necessary licences, consents and authorities, governmental or otherwise, for the Borrowers and the Seanergy Holdings Guarantor to enter into and perform their respective obligations under this Addendum No. 1 and the Supplemental Security Documents to which each of them is a party have been obtained;
(b)	this Addendum No. 1 constitutes and each of the Supplemental Security Documents will on the execution thereof constitute the legal, valid and binding obligations of the relevant Borrower(s) or the Seanergy Holdings Guarantor (as the case may be) enforceable in accordance with its terms; and
(c)	the execution and delivery of, and the performance of the provisions of this Addendum No. 1 and the Supplemental Security Documents do not, and will not contravene any applicable law or regulation existing at the date hereof or any contractual restriction binding on any one or more of the Borrowers and the Seanergy Holdings Guarantor or (where applicable) their respective constitutional documents.

7.	Agreement of the Lender
	The Lender relying upon each of the representations and warranties set out in Clause 6 and subject to the fulfilment of the conditions precedent set out in Clause 5 on or before 15 September 2009, hereby agrees to waive its rights under Clause 23 of the Financial Agreement throughout the New Waiver Period.
8.	Fees Costs and Expenses
	Whether or not the transactions contemplated by this Addendum No. 1 or any of them take effect, the Borrowers shall pay to the Lender on first demand and be liable to the Lender for all legal fees and other costs and expenses incurred by the Lender in the negotiation and preparation and execution of this Addendum No. 1 and the Supplemental Security Documents and the transactions contemplated hereby and for any and all losses, costs, expenses, damages, claims, demands, rights of set-off and/or any counterclaim directly or indirectly incurred by the Lender as a result of or in connection with the Addendum No. 1 and/or the Supplemental Security Documents provided that the Lender will provide supporting documentation for the legal fees and other costs and expenses.
9.	Headings and Counterparts
	The headings in this Addendum No. 1 are for the purpose of references only, and shall not limit or otherwise affect any of the terms hereof. This Addendum No. 1 may be executed in any number of counterparts. Any single counterpart or set of counterparts

16

	signed, in either case, by all the parties hereto shall constitute a full and original agreement for all purposes.
10.	Continuation of the Financial Agreement and other Security Documents
	Subject to the amendments to the Financial Agreement set out in or to be made pursuant to this Addendum No. 1 and such further modifications (if any) thereof as may be necessary to make same consistent with the terms of this Addendum No. 1 or the documents supplementing and amending same (as the case may be) the Financial Agreement and the other Security Documents shall remain in full force and effect and, without prejudice to the generality of the foregoing, the Security Documents shall continue to secure the obligations of the Borrowers under the Financial Agreement as supplemented and amended by this Addendum No. 1.
11.	Further Assurance
	The Borrowers agree with the Lender to execute, deliver and, if appropriate, register at their own expense any and all such further assurances or documents as the Lender may require for the purpose of more fully carrying into effect the purposes of this Addendum No. 1 and/or ensuring that the Lender’s security is maintained.
12.	Notices
	Clause 36 (Notices) of the Financial Agreement shall apply to this Addendum No. 1 as if the same was set out in full herein.
13.	Applicable Law-Jurisdiction
13.1	This Addendum No. 1 shall be governed by and construed in accordance with the Laws of England.
13.2	Any legal action or proceedings arising out of or in connection with this Addendum Nr. 1 shall be brought in the High Court of Justice in London, England. The Borrowers hereby accept for themselves and in respect of their assets and revenues generally and unconditionally the jurisdiction of the aforesaid court and hereby irrevocably appoint E.J.C. Album, Solicitor, presently located at Exchange Tower (10th Floor), 1 Harbour Exchange Square, London E14 9GE, England, as their agent for service of process in respect of proceedings before such court and undertake that, throughout the Security Period they will maintain an agent in England for such purpose.
13.3	The Borrowers irrevocably designate and appoint Mr. Efstratios Paschalidis, an Attorney-at-law with offices at 8th Floor, Ionian Building, 2 Defteras Merarchias Street, 185 36 Piraeus, Greece, as agent for the service of process in Greece (“antiklitos”) and agrees to

17

consider any legal process or any demand or notice made served by or on behalf of the Lender on the said agent as being made to the Borrowers. The designation of such an authorized agent (“antiklitos”) shall remain irrevocable until all Indebtedness shall have been paid in full in accordance with the terms of the Financial Agreement and the other Security Documents.

13.4

The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Lender to bring any legal action or proceedings with respect to this Addendum Nr. 1 in any competent jurisdiction. The Borrowers hereby irrevocably waive any objection they may now or hereafter have to the selection of venue of any such action or proceedings and any claim they may have that such action or proceedings have been brought in an inconvenient forum. Nothing herein contained shall affect the right of the Lender to serve process in any other manner permitted by law.

AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written.

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SIGNED for and on behalf of	)
MARFIN EGNATIA BANK Societe Anonyme	)
by Staveos Yagos	)	/s/ Staveos Yagos
and by M. Chaeis	)	/s/ M. Chaeis
in the presence of:	)
SIGNED for and on behalf of	)
MARTINIQUE INTERNATIONAL CORP.	)
by Theodora Mitropetrou	)	/s/ Theodora Mitropetrou
in the presence of:	)
SIGNED for and on behalf of	)
HARBOUR BUSINESS INTERNATIONAL CORP.	)
by Theodora Mitropetrou	)	/s/ Theodora Mitropetrou
in the presence of:	)
SIGNED for and on behalf of	)
AMAZONS MANAGEMENT INC.	)
by Theodora Mitropetrou	)	/s/ Theodora Mitropetrou
in the presence of:	)
SIGNED for and on behalf of	)
LAGOON SHIPHOLDING LTD.	)
by Theodora Mitropetrou	)	/s/ Theodora Mitropetrou
in the presence of:	)

19

SIGNED for and on behalf of	)
CYNTHERA NAVIGATION LTD.	)
by Theodora Mitropetrou	)	/s/ Theodora Mitropetrou
in the presence of:	)
SIGNED for and on behalf of	)
WALDECK MARITIME CO.	)
by Theodora Mitropetrou	)	/s/ Theodora Mitropetrou
in the presence of:	)

20

EX-10.25

Exhibit 10.25

Private & Confidential

Dated 30 September 2009

SECOND SUPPLEMENTAL AGREEMENT
relating to
a Loan of
up to US$222,000,000
to
CREIGHTON DEVELOPMENT INC.
LEWISHAM MARITIME INC.
PULFORD OCEAN INC.
RAYFORD NAVIGATION CORP.
ROSSINGTON MARINE CORP.
and
QUEX SHIPPING INC.
as joint and several Borrowers

provided by
THE BANKS AND FINANCIAL INSTITUTIONS
listed in schedule 1

Agent, Security Agent and Account Bank
CITIBANK INTERNATIONAL PLC

Contents

Clause	Page
1 Definitions		2
2 Consent of the Creditors		4
3 Amendments to Principal Agreement and to Principal Corporate Guarantee		5
4 Representations and warranties		8
5 Conditions		10
6 Security Parties’ confirmations		10
7 Fees and expenses		11
8 Miscellaneous and notices		12
9 Applicable law		13
Schedule 1 Names and addresses of the Banks		14
Schedule 2 Documents and evidence required as conditions precedent		15
Schedule 3 Form of Amended and restated Facility Agreement		18
Schedule 4 Form of Share Pledge		19
Schedule 5 Form of Manager’s Undertaking		20

THIS SECOND SUPPLEMENTAL AGREEMENT is dated 30 September 2009 and made BETWEEN:

(1)	CREIGHTON DEVELOPMENT INC., a company incorporated in the British Virgin Islands (the “Creighton Borrower”);
(2)	LEWISHAM MARITIME INC., a company incorporated in the British Virgin Islands (the “Lewisham Borrower”);
(3)	PULFORD OCEAN INC., a company incorporated in the British Virgin Islands (the “Pulford Borrower”);
(4)	RAYFORD NAVIGATION CORP., a company incorporated in the British Virgin Islands (the “Rayford Borrower”);
(5)	ROSSINGTON MARINE CORP., a company incorporated in the British Virgin Islands (the “Rossington Borrower”);
(6)	QUEX SHIPPING INC., a company incorporated in the British Virgin Islands (the “Quex Borrower” and, together with the Creighton Borrower, the Lewisham Borrower, the Pulford Borrower, the Rayford Borrower and the Rossington Borrower, the “Borrowers” and each a “Borrower”);
(7)	THE BANKS AND FINANCIAL INSTITUTIONS listed as Banks in schedule 1 (together the “Banks”);
(8)	CITIBANK INTERNATIONAL PLC as agent (in such capacity the “Agent”), security agent (in such capacity the “Security Agent”) and account bank (in such capacity the “Account Bank”);
(9)	BULK ENERGY TRANSPORT (HOLDINGS) LIMITED, a corporation incorporated in the Marshall Islands as Corporate Guarantor (the “Corporate Guarantor”); and
(10)	ENTERPRISES SHIPPING AND TRADING SA, a corporation incorporated in the Republic of Liberia (which has established a branch office in Greece under Greek Law 89/1967 as amended from time to time) as Manager (the “Manager”).

WHEREAS:

(A) this Agreement is supplemental to:

(a) a facility agreement dated 26 June 2007 as amended and supplemented by a supplemental agreement dated 16 October 2007 and a supplemental letter dated 10 July 2008 (together the “Principal Agreement”) made between (inter alios) (1) the Borrowers, as joint and several borrowers, (2) the Banks, (3) the Agent, (4) the Security Agent, (5) the Account Bank and (6) the Arranger, relating to a loan facility of up to Two hundred and twenty two million Dollars ($222,000,000), of which the principal amount outstanding at the date hereof is One hundred and forty three million, ninety nine thousand four hundred and fifty five Dollars and

1

fifty ($143,099,455.50), advanced by the Banks to the Borrowers for the purposes stated therein; and

(b) a corporate guarantee dated 26 June 2007 (the “Principal Corporate Guarantee”) made between the Corporate Guarantor and the Security Agent in respect of the obligations of the Borrowers to the Creditors under the Principal Agreement;

(B) the Borrowers and the Corporate Guarantor have requested that the Creditors consent to:

(a)	the appointment of Enterprises Shipping and Trading SA as technical manager of the Ships;
(b)	the appointment of Safbulk Maritime S.A. as commercial manager of the Ships;
(c)	the temporary reduction of the Security Requirement during the Amendment Period;
(d)	the temporary reduction of the minimum Equity Ratio requirement contained in clause 5.3.1 of the Principal Corporate Guarantee during the Amendment Period;
(e)	the transfer of all of the shares held by Constellation Bulk Energy Holdings Inc. in the Corporate Guarantor (being, on the date of this Agreement, 250 shares constituting 50% of the total issued share capital of the Corporate Guarantor) to Seanergy; and
(f)	certain other amendments to the terms of the Principal Agreement and the Principal Corporate Guarantee; and

(C) this Agreement sets out (inter alia) the terms and conditions upon which the Creditors shall, at the request of the Borrowers and the Corporate Guarantor, agree to the above amendments and other arrangements.

NOW IT IS HEREBY AGREED as follows:

1	Definitions
1.1	Defined expressions
	Words and expressions defined in the Principal Agreement shall unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.

1.2	Definitions
	In this Agreement, unless the context otherwise requires:
	“Amendment Period” means the period commencing on 30 June 2009 and ending on 30 June 2010 inclusive;

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“BET Account” means the interest bearing Dollar account of the Corporate Guarantor opened with the Account Bank with account number 0/444257/016 designated “BET Account” and includes any sub-accounts thereof;

“BET Account Pledge” means the first priority pledge over the BET Account executed or (as the context may require) to be executed between the Corporate Guarantor, the Banks, the Agent and the Account Bank in such form as the Agent (acting on the instructions of the Majority Banks) may in its absolute discretion require;

“Commercial Manager” means Safbulk Maritime S.A. of the Marshall Islands and includes its successors in title;

“Corporate Guarantee” means the Principal Corporate Guarantee as amended by this Agreement;

“Creditors” means, together, the Agent, the Security Agent, the Account Bank and the Banks and “Creditor” means any of them;

“Effective Date” means the date, no later than 30 September 2009, on which the Agent notifies the Borrowers in writing that the Agent has received the documents and evidence specified in clause 5 and schedule 2 in a form and substance satisfactory to it;

“Facility Agreement” means the Principal Agreement as amended and restated by this Agreement;

“New Manager’s Undertakings” means, together, each of the two letters of undertaking in respect of each Ship, one executed or (as the context may require) to be executed by each of the Manager and the Commercial Manager in favour of the Security Agent in respect of each Ship, each in the form set out in schedule 5;

“New Security Documents” means, together, the Share Pledges, the BET Account Pledge and the New Manager’s Undertakings;

“Relevant Documents” means this Agreement and the New Security Documents;

“Relevant Parties” means the Borrowers, the Corporate Guarantor, the Manager, the Commercial Manager or, where the context so requires or permits, means any or all of them;

“Seanergy” means Seanergy Maritime Holding Corp. a company incorporated in the Republic of the Marshall Islands and whose shares are, on the date of this Agreement, trading and listed on NASDAQ, and includes its successors in title; and

“Share Pledge” means, in relation to a Borrower, the pledge of all the issued shares of such Borrower executed or (as the context may require) to be executed by the Corporate Guarantor in favour of the Security Agent in the form set out in schedule 4 and “Share Pledges” means any or all of them; and

“Ultimate Shareholder” means each of the persons notified by the Borrowers prior to the date of this Agreement to the Creditors, and accepted in writing by the Creditors in their sole discretion, to be, on the date of this Agreement and on the Effective Date, the

3

ultimate beneficial owners of at least 50.1% of the total issued voting share capital of Seanergy and “Ultimate Shareholders” means any or all of them.

1.3	Principal Agreement and Principal Corporate Guarantee
1.3.1	References in the Principal Agreement to “this Agreement” shall, with effect from the Effective Date and unless the context otherwise requires, be references to the Principal Agreement as amended by this Agreement and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the Principal Agreement, shall be construed accordingly.
1.3.2	References in the Principal Corporate Guarantee to “this Guarantee”, shall with effect from the Effective Date and unless the context otherwise requires, be references to the Principal Corporate Guarantee as amended by this Agreement and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the Principal Corporate Guarantee, shall be construed accordingly.
1.4	Headings
	Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.
1.5	Construction of certain terms
	Clauses 1.3 to 1.6 (inclusive) of the Principal Agreement shall apply to this Agreement (mutatis mutandis) as if set out herein and as if references therein to “this Agreement” were references to this Agreement.
2	Consent of the Creditors
2.1	Consent
	The Creditors, relying upon the representations and warranties on the part of the Borrowers and the Corporate Guarantor contained in clause 4, agree with the Borrowers that, subject to the terms and conditions of this Agreement and in particular, but without prejudice to the generality of the foregoing, fulfilment on or before 30 September 2009 of the conditions contained in clause 5 and schedule 2, the Creditors:

(a)	agree and consent to the matters set out in paragraphs (a) — (e) of Recital (B) above;
(b)	agree and consent to the amendment and restatement of the Principal Agreement on the terms set out in clause 3.1 and to the amendment of the Principal Corporate Guarantee on the terms set out in clause 3.2; and
(c)	waive, for the avoidance of doubt, any breach of clause 5.3.1 of the Principal Corporate Guarantee and any shortfall in the Security Value under clause 8.2.1 of the Principal Agreement, as they may have occurred prior to the Effective Date Provided however that, for the avoidance of doubt, such waiver shall not prejudice the Creditors’ right to demand compliance by the Security Parties, and the Security Parties’ obligation to comply, with such clauses and provisions at

4

any time after the Effective Date (as such provisions are, during the Amendment Period, amended by this Agreement).

2.2	Release of Creighton Borrower
	The Creditors hereby agree that, with effect on and from the Effective Date, the Creighton Borrower be (and it is hereby) released from its obligations arising under the Principal Agreement and the other Security Documents to which it is a party (in so far as any such Security Documents has not been discharged already).
2.3	Payments
	The Creditors and the Borrowers also hereby agree that, in consideration of the Creditors’ consent referred to in clause 2.1, the Borrowers jointly and severally agree:

(a)	to pay to the Agent the restructuring fee referred to in clause 7.1 in the amount, at the time and in the manner referred to in such clause 7.1;
(b)	to prepay, on or prior to the date of this Agreement, a part of the Loan in the amount of $20,000,000 which shall be applied in accordance with clause 4.5.3 of the Agreement; and
(c)	that failure by the Borrowers or any of them to pay the amounts referred to in paragraphs (a) and (b) above at the times required therein and in this Agreement shall constitute an Event of Default under the Principal Agreement.

3	Amendments to Principal Agreement and to Principal Corporate Guarantee
3.1	Amendments to Principal Agreement
	The Principal Agreement shall, with effect on and from the Effective Date, be (and it is hereby) amended in accordance with the form of the amended and restated Facility Agreement set out in schedule 3 and (as so amended) will continue to be binding upon the Creditors and the Borrowers upon such terms as so amended).
3.2	Amendments to Principal Corporate Guarantee
3.2.1	The Principal Corporate Guarantee shall, with effect on and from the Effective Date, be (and it is hereby) amended in accordance with the following provisions (and the Principal Corporate Guarantee (as so amended) will continue to be binding upon each of the parties hereto upon such terms as so amended):
3.2.2	by inserting the following new definitions of “Amendment Period” and “BET Account” in clause 1.2 of the Principal Corporate Guarantee in the correct alphabetical order:
	““Amendment Period” means the period commencing on 30 June 2009 and ending on 30 June 2010 inclusive;
	“BET Account” means the interest bearing Dollar account of the Guarantor opened with the Account Bank with account number 0/444257/016 designated “BET Account” and includes any sub-accounts thereof;”;

5

3.2.3 by deleting the words “and” at the end of clause 4.1.11 of the Principal Corporate Guarantee, by replacing the full stop at the end of clause 4.1.12 and by inserting in its place a semi-colon, and by inserting immediately after such clause 4.1.12 the following new clause 4.13:

“4.1.13	Assets
	as at the date of the Second Supplemental Agreement and the Effective Date (as defined therein), the Guarantor has no assets other than (a) the shares of the Borrowers which constitute the subject matter of each of the Share Pledges and (b) cash balances (if any) standing to the credit of the BET Account.”;

3.2.4 by deleting clause 5.2.1 of the Principal Corporate Guarantee and by replacing it with the following new clause 5.2.1:

“5.2.1

Negative pledge

permit any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be created or extended over all or any part of its present or future undertakings, assets, rights or revenues to secure or prefer any present or future Indebtedness or other liability or obligation of the Guarantor or any other person absolutely, it being understood for the avoidance of doubt, that nothing in this clause shall restrict (a) the right of the Guarantor, at any time after the Amendment Period, to issue guarantees in favour of any person or (b) the rights of any Subsidiaries of the Guarantor to create, at any time after the Amendment Period, Encumbrances over their undertakings, assets, rights or revenues for any reason whatsoever at any other time other than the Amendment Period;

3.2.5 by deleting the full-stop at the end of clause 5.2.4 of the Principal Corporate Guarantee and replacing with the words “; and” and by inserting immediately after such clause 5.2.4 the following new clause 5.2.5:

“5.2.5	Dividends
	purchase or otherwise acquire for value any shares of its capital or declare, pay or make any dividends or distributions to any of its shareholders during, by reference to, or in respect of, the period between 30 June 2009 and 30 June 2010 (or during or by reference to any financial period falling within such period).”;

3.2.6 by deleting clause 5.3.1 of the Principal Corporate Guarantee in its entirety and by replacing it with the following new clause 5.3.1:

“5.3.1 The Guarantor undertakes that it will ensure that:

(a) subject to paragraph (b) below, the Equity Ratio will not be, at the end of any Accounting Period or at any other time, lower than 0.3:1.0; and

6

(b) at the end of the Accounting Periods ending on 31 December 2009 and 30 June 2010 and at any other times during such Accounting Periods, the Equity Ratio will not be lower than 0.175:1.0.”; and

3.2.7 by inserting the following new clause 5.4 and clause 5.5 in the Principal Corporate Guarantee immediately after clause 5.3:

“5.4	Amendment Period negative undertakings
	The Guarantor undertakes with the Security Agent that, throughout the Amendment Period, it will not, without the prior written consent of the Security Agent (which in the case of clause 5.4.5, shall not be unreasonably withheld):

5.4.1 Disposals

sell, transfer, abandon, lend or otherwise dispose of or cease to exercise direct control over any part of its present or future undertaking, assets, rights or revenues whether by one or a series of transactions related or not;

5.4.2 No borrowing

incur any Borrowed Money except for (a) Borrowed Money pursuant to the Security Documents or (b) money borrowed from the Borrowers or any of them on terms expressly permitted by clause 8.3.10 of the Agreement;

5.4.3 Repayment of borrowings

repay or prepay the principal of, or pay interest on or any other sum in connection with, any of its Borrowed Money except for (a) Borrowed Money pursuant to the Security Documents or (b) Borrowed Money owing to the Borrowers or any of them;

5.4.4 Guarantees

issue any guarantees or indemnities or otherwise become directly or contingently liable for the obligations of any person, firm, or corporation except (a) pursuant to the Security Documents or (b) for or in respect of obligations of the Borrowers or any of them;

5.4.5 Acquisitions and Subsidiaries

form or acquire any Subsidiaries or acquire any further assets other than those it owns on the date of the Second Supplemental Agreement;

5.4.6 Obligations

incur any obligations except for obligations arising under the Security Documents and the Underlying Documents;

5.4.7 Loans

7

make any loans or grant any credit to any person or agree to do so except for (a) normal trade credit in the ordinary course of business or (b) loans made to the Borrowers or any of them on terms expressly permitted by clause 8.3.7 of the Agreement; or

5.4.8 Sureties

permit any of its Indebtedness to be guaranteed by any person.

5.5	BET Account
5.5.1	The Guarantor undertakes with the Security Agent that it will procure that all moneys payable to the Guarantor at any time during the Amendment Period and for whatever reason shall, unless and until the Security Agent (acting on the instructions of the Majority Banks) agrees in writing, be paid at all times to the BET Account.
5.5.2	Unless and until an Event of Default shall occur and the Security Agent (acting on the instructions of the Majority Banks) shall direct to the contrary, the Guarantor may withdraw moneys from the BET Account during the Amendment Period only for purposes which are expressly permitted and which are not prohibited by the terms of this Guarantee (and always subject to the terms of the Security Documents).”.

3.3	Continued force and effect
	Save as amended by this Agreement, the provisions of the Principal Agreement, the Principal Corporate Guarantee and the other Security Documents shall continue in full force and effect and (a) the Principal Agreement and this Agreement shall be read and construed as one instrument and (b) the Principal Corporate Guarantee and this Agreement shall be read and construed as one instrument.
4	Representations and warranties
4.1	Primary representations and warranties
	Each of the Borrowers and the Corporate Guarantor represents and warrants to the Creditors that:
4.1.1	Existing representations and warranties
	the representations and warranties set out in clause 7 of the Principal Agreement and clause 4 of the Corporate Guarantee were true and correct on the date of the Principal Agreement and the Corporate Guarantee, respectively, and are true and correct, including to the extent that they may have been or shall be amended by this Agreement, as if made at the date of this Agreement with reference to the facts and circumstances existing at such date;
4.1.2	Corporate power
	each of the Relevant Parties has power to execute, deliver and perform its obligations under the Relevant Documents to which it is or is to be a party; all necessary corporate,

8

shareholder and other action has been taken by each of the Relevant Parties to authorise the execution, delivery and performance of the Relevant Documents to which it is or is to be a party;

4.1.3	Binding obligations
	the Relevant Documents to which it is or is to be a party constitute valid and legally binding obligations of each of the Relevant Parties enforceable in accordance with their terms;
4.1.4	No conflict with other obligations
	the execution, delivery and performance of the Relevant Documents to which it is or is to be a party by each of the Relevant Parties will not (i) contravene any existing law, statute, rule or regulation or any judgment, decree or permit to which any of the Relevant Parties is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which any of the Relevant Parties is a party or is subject or by which it or any of its property is bound or (iii) contravene or conflict with any provision of the constitutional documents of any of the Relevant Parties or (iv) result in the creation or imposition of or oblige any of the Relevant Parties to create any Security Interest (other than a Permitted Security Interest) on any of the undertaking, assets, rights or revenues of any of the Relevant Parties;
4.1.5	No filings required
	it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Relevant Documents that they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to the Relevant Documents and each of the Relevant Documents is in proper form for its enforcement in the courts of each Relevant Jurisdiction;
4.1.6	Choice of law
	the choice of English law to govern the Relevant Documents (other than the BET Account Pledge) and the choice of Greek law to govern the BET Account Pledge, and the submissions by the Relevant Parties therein to the non-exclusive jurisdiction of the English or the Greek courts are valid and binding;
4.1.7	Consents obtained
	every consent, authorisation, licence or approval of, or registration or declaration to, governmental or public bodies or authorities or courts required by any of the Relevant Parties in connection with the execution, delivery, validity, enforceability or admissibility in evidence of the Relevant Documents to which it is or will become a party or the performance by any of the Relevant Parties of their respective obligations under such documents has been obtained or made and is in full force and effect and there has been no default in the observance of any conditions or restrictions (if any) imposed in, or in connection with, any of the same; and

9

4.1.8 Shareholdings

(a)	the Ultimate Shareholders are the ultimate beneficial owners of at least 50.1% of the issued voting share capital of Seanergy;
(b)	Seanergy is, directly, the legal and beneficial owner of 50% of the issued voting share capital of the Corporate Guarantor;
(c)	the Ultimate Shareholders are (indirectly through Mineral Transport Holdings Inc.) the ultimate beneficial owners of the remaining 50% of the issued voting share capital of the Corporate Guarantor; and
(d)	each of the Borrowers is a wholly-owned direct Subsidiary of the Corporate Guarantor.

4.2	Repetition of representations and warranties
	Each of the representations and warranties contained in clause 4.1 of this Agreement, clause 4 of the Corporate Guarantee and clause 7 of the Principal Agreement (as amended by this Agreement) shall be deemed to be repeated by the Borrowers and the Corporate Guarantor, respectively, on the Effective Date as if made with reference to the facts and circumstances existing on such day.
5	Conditions
5.1	Documents and evidence
	The consents and waiver of the Creditors referred to in clause 2 shall be subject to the receipt by the Agent or its duly authorised representative of the documents and evidence specified in schedule 2 in form and substance satisfactory to the Agent.
5.2	General conditions precedent
	The consents and waiver of the Creditors referred to in clause 2 shall be further subject to:
5.2.1	the representations and warranties in clause 4 being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and
5.2.2	no Event of Default having occurred and continuing at the time of the Effective Date.
5.3	Waiver of conditions precedent
	The conditions specified in this clause 5 are inserted solely for the benefit of the Banks and the Agent and may be waived by the Agent (acting on the instructions of the Majority Banks) in whole or in part with or without conditions.
6	Security Parties’ confirmations
6.1	Guarantee

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	The Corporate Guarantor hereby confirms its consent to the amendments to the Principal Agreement hereunder and the other arrangements referred to in clause 2 and to the release of the Creighton Borrower pursuant to clause 2.2, and agrees that:
6.1.1	the Principal Corporate Guarantee and the obligations of the Corporate Guarantor thereunder, shall remain and continue in full force and effect notwithstanding the said amendments to the Principal Agreement contained in this Agreement and the other arrangements referred to in clause 2 and the release of the Creighton Borrower pursuant to clause 2.2; and
6.1.2	with effect from the Effective Date, references in the Principal Corporate Guarantee to “the Facility Agreement” or “the Agreement” or “the Loan Agreement” shall henceforth be references to the Principal Agreement as amended by this Agreement and as from time to time hereafter amended and shall also be deemed to include this Agreement and the obligations of the Borrowers hereunder.
6.2	Security Documents
	Each of the Relevant Parties hereby confirms its consent to the amendments to the Principal Agreement hereunder and the other arrangements referred to in clause 2 and to the release of Creighton Borrower pursuant to clause 2.2, and agrees that:
6.2.1	the Security Documents to which such Relevant Party is a party and the obligations of the relevant Relevant Party thereunder, shall remain and continue in full force and effect notwithstanding the said amendments to the Principal Agreement and the Principal Corporate Guarantee contained in this Agreement and the other arrangements referred to in clause 2 and to the release of the Creighton Borrower pursuant to clause 2.2; and
6.2.2	with effect from the Effective Date, references in the Security Documents to which such Relevant Party is a party to “the Facility Agreement” or “the Agreement” or “the Loan Agreement” or the “Corporate Guarantee” or the “Guarantee” in any shall henceforth be references to the Principal Agreement and the Principal Corporate Guarantee, respectively, as each is amended by this Agreement and, in each case, as from time to time hereafter amended and shall also be deemed to include this Agreement and the obligations of the Borrowers and the Corporate Guarantor.
7	Fees and expenses
7.1	Fees
	The Borrowers hereby, jointly and severally agree to pay to the Agent for the account of the Banks (pro rata in accordance with their Contributions), a restructuring fee of $286,198.91 on or before the date of this Agreement. The fee referred to in this clause 7.1 is non-refundable.
7.2	Expenses
	The Borrowers hereby, jointly and severally agree to pay to the Agent on a full indemnity basis on demand all expenses (including legal and out-of-pocket expenses) incurred by the Creditors or any of them:

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7.2.1	in connection with the negotiation, preparation, execution and, where relevant, registration of this Agreement and the New Security Documents and any discharge or release documents required to be executed by the Creditors or any of them pursuant to clause 2 and of any amendment or extension of or the granting of any waiver or consent under this Agreement, the New Security Documents or any such discharge or release documents;
7.2.2	in contemplation of, or otherwise in connection with, the enforcement of, or preservation of any rights under this Agreement or the New Security Documents or otherwise in respect of the monies owing and obligations incurred under this Agreement and the New Security Documents,
	together with interest at the rate and in the manner referred to in clause 3.4 of the Principal Agreement from the date on which such expenses were incurred to the date of payment (as well after as before judgment).
7.3	Value Added Tax
	All expenses payable pursuant to this clause 7 shall be paid together with value added tax or any similar tax (if any) properly chargeable thereon. Any value added tax chargeable in respect of any services supplied by the Creditors or any of them under this Agreement shall, on delivery of the value added tax invoice, be paid in addition to any sum agreed to be paid hereunder.
7.4	Stamp and other duties
	The Borrowers agree, jointly and severally, to pay to the Agent on demand all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by the Creditors or any of them) imposed on or in connection with this Agreement and the New Security Documents and shall indemnify the Creditors against any liability arising by reason of any delay or omission by the Borrowers or any of them to pay such duties or taxes.
8	Miscellaneous and notices
8.1	Notices
	The provisions of clause 17 of the Principal Agreement shall extend and apply to the giving or making of notices or demands hereunder as if the same were expressly stated herein and for this purpose any notices to be sent to the Borrowers, the Corporate Guarantor or any of them hereunder shall be sent to the same address as the address indicated for the “Borrowers” in the said clause 17.
8.2	Counterparts
	This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed and delivered shall be an original but all counterparts shall together constitute one and the same instrument.
8.3	Borrowers’ obligations

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	Notwithstanding anything to the contrary contained in this Agreement, the agreements, obligations and liabilities of the Borrowers herein contained are joint and several and shall be construed accordingly. Each of the Borrowers agrees and consents to be bound by this Agreement notwithstanding that any of the other Borrowers which were intended to sign or be bound may not do so or be effectually bound and notwithstanding that this Agreement may be invalid or unenforceable against the other Borrowers and whether or not the deficiency is known to the Creditors or any of them. The Creditors shall be at liberty to release any of the Borrowers from this Agreement and to compound with or otherwise vary the liability or to grant time and indulgence to make other arrangements with any of the Borrowers without prejudicing or affecting the rights and remedies of the Creditors or any of them against the other Borrowers.
9	Applicable law
9.1	Law
	This Agreement is governed by and shall be construed in accordance with English law.
9.2	Submission to jurisdiction
	Each of the Relevant Parties agrees, for the benefit of the Creditors, that any legal action or proceedings arising out of or in connection with this Agreement (including any non-contractual obligations connected with this Agreement) against any of the Relevant Parties or any of its assets may be brought in the English courts. Each of the Relevant Parties irrevocably and unconditionally submits to the jurisdiction of such courts and irrevocably designates, appoints and empowers E.J.C. Album, Solicitor at present of Exchange Tower (10th floor), 1 Harbour Exchange Square, London E14 9GE, England to receive, for it and on its behalf, service of process issued out of the English courts in any such legal action or proceedings, and each of the Relevant Parties further undertakes that, in the event that such individual passes away or cannot be found, each of the Relevant Parties hereby irrevocably and unconditionally authorises the Agent to designate, appoint and empower on their behalf, Messrs Cheeswrights at their then principal place of business in London, as substitute process agents of E.J.C. Album for the purposes of this clause. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Creditors or any of them to take proceedings against any of the Relevant Parties in the courts of any other competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. The parties further agree that only the Courts of England and not those of any other State shall have jurisdiction to determine any claim which any of the Relevant Parties may have against the Creditors or any of them arising out of or in connection with this Agreement.
9.3	Contracts (Rights of Third Parties) Act 1999
	No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on the date first above written.

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Schedule 1

Names and addresses of the Banks

Name	Address
Citibank International plc	47 — 49 Akti Miaouli 185 36 Piraeus Greece
Alpha Bank A.E.	Piraeus Shipping Division 960 89 Akti Miaouli 185 35 Piraeus Greece
Credit Suisse	St. Alban-Graben 1-3 P.O. Box CH4002 Basle Switzerland
The Governor and Company of the Bank of Ireland	Head Office Lower Baggot Street Dublin 2 Ireland
Samba Financial Group, London Branch	Nigthtingale House 65 Curzon Street Mayfair London W1J 8PF England
Agricultural Bank of Greece S.A., Piraeus Branch	37 Iroon Politechniou Street 185 32 Piraeus Greece
FBB-First Business Bank S.A.	Shipping Division 62 Notara & Sotiros Dios Street 185 35 Piraeus Greece
Scotiabank Europe plc	Scotiabank Europe PLC Scotia House 33 Finsbury Square London EC1A 1BB

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Schedule 2

Documents and evidence required as conditions precedent

(referred to in clause 5.1)

1	Corporate authorisation
	In relation to each of the Relevant Parties (save for the Creighton Borrower):

(a)	Constitutional documents
	copies certified by an officer of each of the Relevant Parties, as a true, complete and up to date copies, of all documents which contain or establish or relate to the constitution of that party or a secretary’s certificate confirming that there have been no changes or amendments to the constitutional documents certified copies of which were previously delivered to the Agent pursuant to the Principal Agreement;
(b)	Resolutions
	copies of resolutions of each of its board of directors and, if required, its shareholders/stockholders approving such of the Relevant Documents to which it is or is to be a party and the terms and conditions hereof and thereof and authorising the signature, delivery and performance of each such party’s obligations thereunder, certified by an officer of the Relevant Parties as:

(i)	being true and correct;
(ii)	being duly passed at meetings of the directors of such Relevant Party and of the shareholders/stockholders of such Relevant Party, each duly convened and held;
(iii)	not having been amended, modified or revoked; and
(iv)	being in full force and effect,

	together with originals or certified copies of any powers of attorney issued by such Relevant Party pursuant to such resolutions; and
(c)	Certificate of incumbency
	a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified by an officer of such Relevant Party to be true, complete and up to date.

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2	Consents
	a certificate from an officer of each of the Relevant Parties (other than the Creighton Borrower) stating that no consents, authorisations, licences or approvals are necessary for such Relevant Party to authorise, or are required by each of the Relevant Parties or any other party (other than the Creditors and the Creighton Borrower) in connection with, the execution, delivery, and performance of the Relevant Documents to which they are or will be a party;
3	Legal opinions
	such legal opinions in relation to the laws of the Marshall Islands, Liberia and the British Virgin Islands and any other legal opinion as the Agent shall in its reasonable discretion deem appropriate;
4	Process agent
	an original or certified true copy of a letter from each Relevant Party’s agent for receipt of service of proceedings accepting its appointment under this Agreement and each of the New Security Documents in which it is or is to be appointed as such Relevant Party’s agent;
5	Fee
	payment by the Borrowers of the fee payable by the Borrowers under clause 7.1;
6	Prepayment
	evidence in a form satisfactory in all respects to the Agent that the Borrowers have made the prepayment required under clause 2.3 and have utilised for such prepayment fresh equity contributions paid into the Group (and in any event not any moneys standing to the credit of the Accounts or which constitute proceeds from the operations and cash flow of the Ships or retained earnings, dividends or balances of the Corporate Guarantor from previous financial periods);
7	Interest payments
	payment by the Borrowers of any amount of interest due and payable to the Banks as a result of the retroactive increase of the Margin under this Agreement with effect from 1 July 2009, such that any increased portion of the Margin for the period between 1 July 2009 and the Effective Date which remains unpaid, has been paid in full by the Borrowers;
8	New Security Documents
	the New Security Documents (together with any documents and evidence required to be executed or delivered thereunder) duly executed;

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9	Registration forms
	such statutory forms duly signed by the Borrowers and any Relevant Party to the Relevant Documents as may be required by the Agent to perfect the security contemplated by the New Security Documents.

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Schedule 3

Form of Amended and restated Facility Agreement

18

Private & Confidential

LOAN AGREEMENT
for a
Loan of up to US$222,000,000
to
CREIGHTON DEVELOPMENT INC.
LEWISHAM MARITIME INC.
PULFORD OCEAN INC.
RAYFORD NAVIGATION CORP.
ROSSINGTON MARINE CORP.
and
QUEX SHIPPING INC.

provided by
THE BANKS AND FINANCIAL INSTITUTIONS SET OUT IN SCHEDULE 1

Arranger
CITIGROUP GLOBAL MARKETS LIMITED

Agent, Security Agent and Account Bank
CITIBANK INTERNATIONAL PLC

Contents

Clause	Page
1 Purpose and definitions		1
2 The Total Commitment and the Advances		18
3 Interest and Interest Periods		20
4 Repayment and prepayment		22
5 Fees and expenses		25
6 Payments and taxes; accounts and calculations		25
7 Representations and warranties		28
8 Undertakings		32
9 Conditions		39
10 Events of Default		40
11 Indemnities		44
12 Unlawfulness, increased costs and mitigation		45
13 Security, set-off and pro-rata payments		48
14 Accounts		50
15 Assignment, transfer and lending office		51
16 Arranger, Agent, Security Agent and Reference Bank		54
17 Notices and other matters		62
18 Governing law and jurisdiction		65
Schedule 1 The Banks and their Commitments		67
Schedule 2 Form of Drawdown Notice		69
Schedule 3 Documents and evidence required as conditions precedent to the Loan being made		71
Schedule 4 Form of Transfer Certificate		76

THIS AGREEMENT is dated 26 June 2007 as amended and supplemented by a supplemental agreement dated 16 October 2007 and a supplemental letter dated 10 July 2008 and as further amended and restated by a supplemental agreement dated            September 2009 and made BETWEEN:

(1)	CREIGHTON DEVELOPMENT INC., LEWISHAM MARITIME INC., PULFORD OCEAN INC., RAYFORD NAVIGATION CORP., ROSSINGTON MARINE CORP. and QUEX SHIPPING INC. as joint and several Borrowers;
(2)	CITIGROUP GLOBAL MARKETS LIMITED as Arranger;
(3)	CITIBANK INTERNATIONAL PLC as Agent, and Account Bank;
(4)	CITIBANK INTERNATIONAL PLC as Security Agent; and
(5)	THE BANKS AND FINANCIAL INSTITUTIONS whose names and addresses are set out in schedule 1 as Banks.

IT IS AGREED as follows:

1	Purpose and definitions
1.1	Purpose
	This Agreement sets out the terms and conditions upon and subject to which the Banks agree, according to their several obligations, to make available to the Borrowers, jointly and severally, in six (6) Advances, a loan of up to Two hundred and twenty two million Dollars ($222,000,000) for the purpose of financing part of the acquisition cost of the Ships.
1.2	Definitions
	In this Agreement, unless the context otherwise requires:
	“Account Bank” means Citibank International plc of 33 Canada Square, Canary Wharf, London E14 5LB, England, acting for the purposes of this Agreement through its offices at 47-49 Akti Miaouli, 185 36 Piraeus, Greece (or of such other address as may last have been notified to the other parties to this Agreement pursuant to clause 17.1.3) or such other bank as may be designated by the Agent as the Account Bank for the purposes of this Agreement and includes its successors in title;
	“Account Pledges” means, together, the Earnings Account Pledges, the BET Account Pledge and the Retention Account Pledge and “Account Pledge” means any of them;
	“Accounts” means, together, the Earnings Accounts, the BET Account and the Retention Account and “Account” means any of them;
	“Advance” means each borrowing of a proportion of the Total Commitment by the Borrowers or (as the context may require) the principal amount of such borrowing and:

(a)	in relation to Fighter and/or the Fighter Borrower, it means the Fighter Advance;
(b)	in relation to Commander and/or the Commander Borrower, it means the Commander Advance;
(c)	in relation to Intruder and/or the Intruder Borrower, it means the Intruder Advance;
(d)	in relation to Performer and/or the Performer Borrower, it means the Performer Advance;
(e)	in relation to Prince and/or the Prince Borrower, it means the Prince Advance; or

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(f) in relation to Scouter and/or the Scouter Borrower, it means the Scouter Advance,

and “Advances” means any or all of them;

“Agent” means Citibank International plc of 33 Canada Square, Canary Wharf, London E14 5LB, England, acting for the purposes of this Agreement through its office at 4 Harbour Exchange Square, 2nd Floor, London E14 9GE, England (or of such other address as may last have been notified to the other parties to this Agreement pursuant to clause 17.1.3) or such other person as may be appointed as agent by the Banks pursuant to clause 16.13 and includes its successors in title;

“Applicable Accounting Principles” means the most recent and up-to-date US GAAP applicable at any time;

“Approved Shipbrokers” means, together, H. Clarkson & Co. Ltd., Simpson Spence & Young Ltd., RS Platou Shipbrokers AS, Galbraith’s Ltd., Braemar Seascope Valuations Ltd., Fearnleys A/S and PF Bassoe AS & Co. and includes their respective successors in title and “Approved Shipbroker” means any of them;

“Arranger” means Citigroup Global Markets Limited of 33 Canada Square, Canary Wharf, London E14 5LB, England acting for the purposes of this Agreement through its offices at 33 Canada Square, Canary Wharf, London E14 5LB, England (or of such other address as may last have been notified to the other parties to this Agreement pursuant to clause 17.1.3) and includes its successors in title;

“Balloon Instalment” has the meaning ascribed thereto in clause 4.1;

“Banking Day” means a day on which dealings in deposits in Dollars are carried on in the London Interbank Eurocurrency Market and (other than Saturday or Sunday) on which banks are open for business in London, Basel, Dublin, Athens, Piraeus and New York City (or any other relevant place of payment under clause 6);

“Banks” means the banks and financial institutions listed in schedule 1 and includes their respective successors in title and Transferee Banks and “Bank” means any of them;

“BET Account” means the interest bearing Dollar account of the Corporate Guarantor with account number 0/444257/016 opened with the Account Bank and includes any sub-accounts thereof;

“BET Account Pledge” means the first priority pledge over the BET Account executed or (as the context may require) to be executed between the Corporate Guarantor, the Banks, the Agent and the Account Bank in such form as the Agent (acting on the instructions of the Majority Banks) may reasonably require:

“Borrowed Money” means Indebtedness in respect of (i) money borrowed or raised and debit balances at banks, (ii) any bond, note, loan stock, debenture or similar debt instrument, (iii) acceptance or documentary credit facilities, (iv) receivables sold or discounted (otherwise than on a non-recourse basis), (v) deferred payments for assets or services acquired, (vi) finance leases and hire purchase contracts, (vii) swaps, forward exchange contracts, futures and other derivatives, (viii) any other transaction (including without limitation forward sale or purchase agreements) having the commercial effect of a borrowing or raising of money or of any of (ii) to (vii) above and (ix) guarantees in respect of Indebtedness of any person falling within any of (i) to (viii) above;

“Borrowers” means, together, the Fighter Borrower, the Commander Borrower, the Intruder Borrower, the Performer Borrower, the Prince Borrower and the Scouter Borrower and:

(a) in relation to the Fighter Advance and/or Fighter, it means the Fighter Borrower;

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(b)	in relation to the Commander Advance and/or Commander, it means the Commander Borrower;
(c)	in relation to the Intruder Advance and/or Intruder, it means the Intruder Borrower;
(d)	in relation to the Performer Advance and/or Performer, it means the Performer Borrower;
(e)	in relation to the Prince Advance and/or Prince, it means the Prince Borrower; or
(f)	in relation to the Scouter Advance and/or Scouter, it means the Scouter Borrower,

and “Borrower” means any of them;

“Borrowers’ Security Documents” means, at any relevant time, such of the Security Documents as shall have been executed by any of the Borrowers at such time;

“Classification” means, in relation to each Ship, the highest class available for a vessel of her type with the relevant Classification Society or such other classification as the Agent shall, at the request of a Borrower, have agreed in writing shall be treated as the Classification in relation to such Borrower’s Ship for the purposes of the relevant Ship Security Documents;

“Classification Society” means, in relation to each Ship, Bureau Veritas or such other classification society which the Agent shall, at the request of a Borrower, have agreed in writing shall be treated as the Classification Society in relation to such Borrower’s Ship for the purposes of the relevant Ship Security Documents;

“Code” means the International Management Code for the Safe Operation of Ships and for Pollution Prevention constituted pursuant to Resolution A. 741 (18) of the International Maritime Organisation and incorporated into the International Convention on Safety of Life at Sea 1974 (as amended) and includes any amendments or extensions thereto and any regulation issued pursuant thereto;

“Commander” means the, 1991-built, 149,507 dwt motor vessel Bet Commander registered in the ownership of the Commander Borrower through the relevant Registry under the laws and flag of the relevant Flag State;

“Commander Advance” means an Advance of up to Thirty five million Dollars ($35,000,000) made available to the Borrowers for the purpose of financing part of the acquisition cost of Commander by the Commander Borrower pursuant to the Commander Contract;

“Commander Borrower” means Quex Shipping Inc. of P.O. Box 3174, Road Town, Tortola, British Virgin Islands and includes its successors in title;

“Commander Contract” means the memorandum of agreement dated 19 December 2006 made between the Commander Seller and the Commander Borrower, relating to the sale by the Commander Seller, and the purchase by the Commander Borrower, of Commander;

“Commander Contract Price” means the purchase price of Commander under the Commander Contract being $50,000,000 or such other amount determined by the Agent to be the purchase price for Commander under the Commander Contract;

“Commander Deed of Covenant” means the deed of covenant collateral to the Commander Mortgage dated 17 December 2007 executed by the Commander Borrower in favour of the Security Agent;

“Commander Earnings Account” means the interest bearing Dollar account of the Commander Borrower opened with the Account Bank with account number 0/444312/017 and includes any sub-accounts thereof;

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“Commander Earnings Account Pledge” means the first priority pledge over the Commander Earnings Account dated 17 December 2007 executed between the Commander Borrower, the Banks, the Agent and the Account Bank;

“Commander Management Agreement” means each agreement made or (as the context may require) to be made between the Commander Borrower (or the Corporate Guarantor on its behalf) and a Manager or any other agreement made between them in a form previously approved in writing by the Agent providing (inter alia) for that Manager to manage Commander;

“Commander Mortgage” means the first priority statutory Isle of Man mortgage of Commander dated 17 December 2007 executed by the Commander Borrower in favour of the Security Agent;

“Commander Seller” means Corfield Financial Holdings Inc. of the British Virgin Islands and includes its successors in title;

“Commitment” means, in relation to each Bank, the amount set out opposite its name in the column headed “Commitment” in schedule 1 and/or, in the case of a Transferee Bank, the amount transferred as specified in the relevant Transfer Certificate, in each case as reduced by any relevant term of this Agreement;

“Compulsory Acquisition” means, in relation to a Ship, requisition for title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of such Ship by any Government Entity or other competent authority, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;

“Contract” means:

(a)	in relation to Fighter, the Fighter Contract;
(b)	in relation to Commander, the Commander Contract;
(c)	in relation to Intruder , the Intruder Contract;
(d)	in relation to Performer, the Performer Contract;
(e)	in relation to Prince, the Prince Contract; or
(f)	in relation to Scouter, the Scouter Contract,

and “Contracts” means any or all of them;

“Contract Price” means:

(a)	in relation to Fighter, the Fighter Contract Price;
(b)	in relation to Commander, the Commander Contract Price;
(c)	in relation to Intruder, the Intruder Contract Price;
(d)	in relation to Performer, the Performer Contract Price;
(e)	in relation to Prince, the Prince Contract Price; or
(f)	in relation to Scouter, the Scouter Contract Price,

and “Contract Prices” means any or all of them;

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“Contribution” means, in relation to each Bank, the principal amount owing to such Bank at any relevant time;

“Corporate Guarantee” means the corporate guarantee dated 26 June 2007 executed by the Corporate Guarantor in favour of the Security Agent;

“Corporate Guarantor” means Bulk Energy Transport (Holdings) Limited of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 and includes its successors in title;

“Creditors” means, together, the Arranger, the Agent, the Account Bank, the Security Agent and the Banks and “Creditor” means any of them;

“Deed of Covenant” means:

(a)	in relation to Fighter, the Fighter Deed of Covenant;
(b)	in relation to Commander, the Commander Deed of Covenant;
(c)	in relation to Intruder, the Intruder Deed of Covenant;
(d)	in relation to Performer, the Performer Deed of Covenant;
(e)	in relation to Prince, the Prince Deed of Covenant; or
(f)	in relation to Scouter, the Scouter Deed of Covenant,

and “Deeds of Covenant” means any or all of them;

“Default” means any Event of Default or any event or circumstance which with the giving of notice or lapse of time (or any combination thereof) would constitute an Event of Default;

“Delivery” means, in relation to each Ship, the delivery of such Ship from the relevant Seller to the relevant Borrower pursuant to the relevant Contract;

“Delivery Date” means, in relation to each Ship, the date on which the Delivery of such Ship occurs;

“DOC” means a document of compliance issued to an Operator in accordance with rule 13 of the Code;

“Dollars” and “$” mean the lawful currency of the United States of America and in respect of all payments to be made under any of the Security Documents mean funds which are for same day settlement in the New York Clearing House Interbank Payments System (or such other US dollar funds as may at the relevant time be customary for the settlement of international banking transactions denominated in U.S. dollars);

“Drawdown Date” means, in relation to each Advance, any date, being a Banking Day falling during the Drawdown Period, on which the relevant Advance is, or is to be, made available;

“Drawdown Notice” means, in relation to each Advance, a notice substantially in the form of schedule 2 in respect of such Advance;

“Drawdown Period” means the period commencing on the date of this Agreement and ending on the earlier of (a) the Termination Date, (b) the date (if any) on which the aggregate amount of the Advances is equal to the Total Commitment or (c) the date on which the Total Commitment is reduced to zero pursuant to clauses 4.3, 10.2 or 12.1;

“Earnings Account” means:

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(a)	in relation to Fighter, the Fighter Earnings Account;
(b)	in relation to Commander, the Commander Earnings Account;
(c)	in relation to Intruder, the Intruder Earnings Account;
(d)	in relation to Performer, the Performer Earnings Account;
(e)	in relation to Prince, the Prince Earnings Account, or
(f)	in relation to Scouter, the Scouter Earnings Account,

and “Earnings Accounts” means any or all of them;

“Earnings Account Pledge” means:

(a)	in relation to the Fighter Earnings Account, the Fighter Earnings Account Pledge;
(b)	in relation to the Commander Earnings Account, the Commander Earnings Account Pledge;
(c)	in relation to the Intruder Earnings Account, the Intruder Earnings Account Pledge;
(d)	in relation to the Performer Earnings Account, the Performer Earnings Account Pledge;
(e)	in relation to the Prince Earnings Account, the Prince Earnings Account Pledge; or
(f)	in relation to the Scouter Earnings Account, the Scouter Earnings Account Pledge,

and “Earnings Account Pledges” means any or all of them;

“Encumbrance” means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement or security interest or other encumbrance of any kind securing any obligation of any person or any type of preferential arrangement (including without limitation title transfer and/or retention arrangements having a similar effect);

“Environmental Affiliate” means any agent or employee of any Borrower or any person having a contractual relationship with any Borrower in connection with any Ship or its operation or the carriage of cargo thereon;

“Environmental Claim” means:

(a)	any and all enforcement, clean-up, removal or other governmental or regulatory action or order or claim instituted or made pursuant to any Environmental Law resulting from a Spill from any Ship; and/or
(b)	any claim made by any other person relating to a Spill from any Ship n excess of One million five hundred thousand Dollars ($1,500,000);

“Environmental Incident” means any Spill:

(a)	from any Ship; or
(b)	from any other vessel in circumstances where:

(i) any Ship or its owner, operator or manager may be liable for Environmental Claims arising from that Spill (other than Environmental Claims arising and fully satisfied before the date of this Agreement); and/or

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(ii) any Ship may be arrested or attached in connection with any such Environmental Claims;

“Environmental Laws” means all national, international and state laws, rules, regulations, treaties and conventions applicable to any Ship pertaining to the pollution or protection of human health or the environment;

“Event of Default” means any of the events or circumstances described in clause 10.1;

“Fees Letter” means the letter executed on the same date as this Agreement and made between the Borrowers and the Agent in relation to certain of the fees referred to in clause 5.1;

“Fighter” means the 1992-built, 173,149 dwt motor vessel Bet Fighter registered in the ownership of the Fighter Borrower through the relevant Registry under the laws and flag of the relevant Flag State;

“Fighter Advance” means an Advance of up to Thirty million one hundred thousand Dollars ($30,100,000) made available to the Borrowers for the purpose of financing part of the acquisition cost of Fighter by the Fighter Borrower pursuant to the Fighter Contract;

“Fighter Borrower” means Lewisham Maritime Inc. of P.O. Box 3174, Road Town, Tortola, British Virgin Islands and includes its successors in title;

“Fighter Contract” means the memorandum of agreement dated 19 December 2006 made between the Fighter Seller and the Fighter Borrower, relating to the sale by the Fighter Seller, and the purchase by the Fighter Borrower, of Fighter;

“Fighter Contract Price” means the purchase price of Fighter under the Fighter Contract, being $43,000,000 or such other amount determined by the Agent to be the purchase price for Fighter under the Fighter Contract;

“Fighter Deed of Covenant” means the deed of covenant collateral to the Fighter Mortgage dated 16 October 2007 executed by the Fighter Borrower in favour of the Security Agent;

“Fighter Earnings Account” means the interest bearing Dollar account of the Fighter Borrower opened with the Account Bank with account number 0/444310/014 and includes any sub-accounts thereof;

“Fighter Earnings Account Pledge” means the first priority pledge over the Fighter Earnings Account dated 16 October 2007 executed between the Fighter Borrower, the Banks, the Agent and the Account Bank;

“Fighter Management Agreement” means each agreement made or (as the context may require) to be made between the Fighter Borrower (or the Corporate Guarantor on its behalf) and a Manager or any other agreement made between them in a form previously approved in writing by the Agent providing (inter alia) for that Manager to manage Fighter;

“Fighter Mortgage” means the first priority statutory Isle of Man mortgage of Fighter dated 16 October 2007 executed by the Fighter Borrower in favour of the Security Agent;

“Fighter Seller” means Ultima Navigation Inc. of the Republic of the Marshall Islands and includes its successors in title;

“First Repayment Date” means 28 December 2007;

“Flag State” means, in relation to each Ship, the Isle of Man or such other state or territory designated in writing by the relevant Borrower (in its sole discretion), as being the “Flag State” of such Borrower’s Ship for the purposes of the relevant Security Documents with the prior written consent of the Banks (such consent and instructions not to be unreasonably withheld);

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“Government Entity” means and includes (whether having a distinct legal personality or not) any national or local government authority, board, commission, department, division, organ, instrumentality, court or agency and any association, organisation or institution of which any of the foregoing is a member or to whose jurisdiction any of the foregoing is subject or in whose activities any of the foregoing is a participant;

“Group” means, together, the Corporate Guarantor and its Subsidiaries from time to time (including, for the avoidance of doubt, the Borrowers) and “member of the Group” shall be construed accordingly;

“Indebtedness” means any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent;

“Interest Payment Date” means the last day of an Interest Period;

“Interest Period” means, in relation to each Advance or (as the case may be) the Loan, each period for the calculation of interest in respect of such Advance or (as the case may be) the Loan ascertained in accordance with clauses 3.2 and 3.3;

“Intruder” means the 1993-built, 69,235 dwt motor vessel Bet Intruder registered in the ownership of the Intruder Borrower through the relevant Registry under the laws and flag of the relevant Flag State;

“Intruder Advance” means an Advance of up to Twenty four million five hundred thousand Dollars ($24,500,000) made available to the Borrowers for the purpose of financing part of the acquisition cost of Intruder by the Intruder Borrower pursuant to the Intruder Contract;

“Intruder Borrower” means Rossington Marine Corp. of P.O. Box 3174, Road Town, Tortola, British Virgin Islands and includes its successors in title;

“Intruder Contract” means the memorandum of agreement dated 19 December 2006 made between the Intruder Seller and the Intruder Borrower, relating to the sale by the Intruder Seller, and the purchase by the Intruder Borrower, of Intruder;

“Intruder Contract Price” means the purchase price of Intruder under the Intruder Contract being $35,000,000 or such other amount determined by the Agent to be the purchase price for Intruder under the Intruder Contract;

“Intruder Deed of Covenant” means the deed of covenant dated 20 March 2008 collateral to the Intruder Mortgage executed (or as the context may require) to be executed by the Intruder Borrower in favour of the Security Agent;

“Intruder Earnings Account” means an interest bearing Dollar account of the Intruder Borrower opened with the Account Bank with account number 0/444314/028 and includes any sub-accounts thereof;

“Intruder Earnings Account Pledge” means the first priority pledge over the Intruder Earnings Account dated 20 March 2008 executed between the Intruder Borrower, the Banks, the Agent and the Account Bank;

“Intruder Management Agreement” means each agreement made or (as the context may require) to be made between the Intruder Borrower (or the Corporate Guarantor on its behalf) and a Manager or any other agreement made between them in a form previously approved in writing by the Agent providing (inter alia) for that Manager to manage Intruder;

“Intruder Mortgage” means the first priority statutory Isle of Man mortgage of Intruder dated 20 March 2008 executed by the Intruder Borrower in favour of the Security Agent;

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“Intruder Seller” means Langroyd Navigation Inc. of the British Virgin Islands and includes its successors in title;

“ISPS Code” means the International Ship and Port facility Security Code constituted pursuant to resolution A.924(22) of the International Maritime Organization now set out in Chapter XI-2 of the International Convention for the Safety of Life at Sea 1974 (as amended) as adopted by a Diplomatic conference of the International Maritime Organisation on Maritime Security in December 2002 and includes any amendments or extensions thereto and any regulation issued pursuant thereto;

“ISSC” means, in relation to a Ship, the International Ship Security Certificate issued in respect of such Ship pursuant to the ISPS Code;

“LIBOR” means in relation to a particular period:

(a)

the rate for deposits of the relevant currency for a period equivalent to such period at or about 11:00 a.m. on the Quotation Date for such period as displayed on Reuters page LIBOR 01 (British Bankers’ Association Interest Settlement Rates) (or such other page as may replace such page LIBOR 01 on such system or on any other system of the information vendor for the time being designated by the British Bankers’ Association to calculate the BBA Interest Settlement Rate (as defined in the British Bankers’ Association’s Recommended Terms and Conditions (“BBAIRS” terms) applicable at the relevant time)); or

(b)

provided that if on such date no such rate is displayed, LIBOR for such period shall be the arithmetic mean of the rates quoted to the Agent by the Reference Banks at the request of the Agent as each Reference Bank’s offered rate for deposits of the relevant currency in an amount equal or approximately equal to the amount in relation to which LIBOR is to be determined for a period equivalent to such period to prime banks in the London Interbank Market at or about 11:00 a.m. (London time) on the Quotation Date for such period;

“Loan” means the aggregate principal amount owing to the Banks under this Agreement at any relevant time;

“Majority Banks” means at any relevant time Banks (i) the aggregate of whose Contributions exceeds sixty six point six six per cent (66.66%) of the Loan or (ii) (if no principal amounts are outstanding under this Agreement) the aggregate of whose Commitments exceeds sixty six point six six per cent (66.66%) of the Total Commitment;

“Management Agreement” means:

(a)	in relation to Fighter, each Fighter Management Agreement;
(b)	in relation to Commander, each Commander Management Agreement;
(c)	in relation to Intruder, each Intruder Management Agreement;
(d)	in relation to Performer, each Performer Management Agreement;
(e)	in relation to Prince, each Prince Management Agreement; or
(f)	in relation to Scouter, each Scouter Management Agreement,

and “Management Agreements” means any or all of them;

“Manager” means each of:

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(a)	Enterprises Shipping and Trading SA of 80 Broad Street, Monrovia, Republic of Liberia (which has established a branch office in Greece under Greek Law 89/1967 as amended from time to time) or any other person appointed from time to time by a Borrower, with the prior written consent of the Agent (such consent not to be unreasonably withheld), as the technical manager of such Borrower’s Ship; and
(b)	Safbulk Maritime S.A. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 or any other person appointed from time to time by a Borrower, with the prior written consent of the Agent (such consent not to be unreasonably withheld), as the commercial manager of such Borrower’s Ship,

and “Managers” means all of them and includes their respective successors in title;

“Manager’s Undertakings” means, collectively, each of the manager’s undertakings executed or (as the context may require) to be executed by each Manager of the Ships in favour of the Security Agent in respect of each of the Ships, each in the form set out in the Second Supplemental Agreement and, singly, each a “Manager’s Undertaking”;

“Margin” means:

(a)	for the period commencing on the first Drawdown Date and ending on 30 June 2009, zero point seven five per cent (0.75%) per annum;
(b)	for the period between 1 July 2009 and ending on 30 June 2010, two per cent (2%) per annum; and
(c)	for the period commencing on 1 July 2010 and at all other times thereafter, zero point seven five per cent (0.75%) per annum;

“month” means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started, provided that (a) if the period started on the last Banking Day in a calendar month or if there is no such numerically corresponding day, it shall end on the last Banking Day in such next calendar month and (b) if such numerically corresponding day is not a Banking Day, the period shall end on the next following Banking Day in the same calendar month but if there is no such Banking Day it shall end on the preceding Banking Day and “months” and “monthly” shall be construed accordingly;

“Mortgage” means:

(a)	in relation to Fighter, the Fighter Mortgage;
(b)	in relation to Commander, the Commander Mortgage;
(c)	in relation to Intruder, the Intruder Mortgage;
(d)	in relation to Performer, the Performer Mortgage;
(e)	in relation to Prince, the Prince Mortgage; or
(f)	in relation to Scouter, the Scouter Mortgage,

and “Mortgages” means any or all of them;

“Mortgaged Ship” means, at any relevant time, any Ship which is at such time subject to a Mortgage and/or the Earnings, Insurances and Requisition Compensation (as each such term is defined in the relevant Ship Security Documents) of which are subject to an Encumbrance pursuant to the relevant Ship Security Documents and a Ship shall, for the purposes of this Agreement, be deemed to be a Mortgaged Ship as from whichever shall be the earlier of (a) the

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Drawdown Date of the Advance for that Ship and (b) the date that the Mortgage of that Ship shall have been executed and registered in accordance with this Agreement until whichever shall be the earlier of (i) the payment in full of the amount required to be paid by the Agent pursuant to clause 4.3 following the sale or Total Loss of such Ship and (ii) the last day of the Security Period;

“Operator” means any person who is from time to time during the Security Period concerned in the operation of a Ship and falls within the definition of “Company” set out in rule 1.1.2 of the Code;

“Performer” means the 1997-built, 172,091 dwt motor vessel Bet Performer registered in the ownership of the Performer Borrower through the relevant Registry under the laws and flag of the relevant Flag State;

“Performer Advance” means an Advance of up to Fifty million five hundred thousand Dollars ($50,500,000) made available to the Borrowers for the purpose of financing part of the acquisition cost of Performer by the Performer Borrower pursuant to the Performer Contract;

“Performer Borrower” means Creighton Development Inc. of P.O. Box 3174, Road Town, Tortola, British Virgin Islands and includes its successors in title;

“Performer Contract” means the memorandum of agreement dated 19 December 2006 made between the Performer Seller and the Performer Borrower, relating to the sale by the Performer Seller, and the purchase by the Performer Borrower, of Performer;

“Performer Contract Price” means the purchase price of Performer under the Performer Contract, being $72,000,000 or such other amount determined by the Agent to be the purchase price for Performer under the Performer Contract;

“Performer Deed of Covenant” means the deed of covenant collateral to the Performer Mortgage dated 28 September 2007 executed by the Performer Borrower in favour of the Security Agent;

“Performer Earnings Account” means an interest bearing Dollar account of the Performer Borrower opened with the Account Bank with account number 0/444311/029 and includes any sub-accounts thereof;

“Performer Earnings Account Pledge” means the first priority pledge over the Performer Earnings Account dated 28 September 2007 executed between the Performer Borrower, the Banks, the Agent and the Account Bank;

“Performer Management Agreement” means each agreement made or (as the context may require) to be made between the Performer Borrower (or the Corporate Guarantor on its behalf) and a Manager or any other agreement made between them in a form previously approved in writing by the Agent providing (inter alia) for that Manager to manage Performer;

“Performer Mortgage” means the first priority statutory Isle of Man mortgage of Performer dated 28 September 2007 executed by the Performer Borrower in favour of the Security Agent;

“Performer Seller” means Dartford United Inc. of the British Virgin Islands and includes its successors in title;

“Permitted Encumbrance” means any Encumbrance in favour of the Creditors or any of them created pursuant to the Security Documents and Permitted Liens;

“Permitted Liens” means, in relation to each Ship:

(a) any lien on that Ship for master’s, officer’s or crew’s wages outstanding in the ordinary course of trading;

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(b)	any lien for salvage over that Ship;
(c)	liens on that Ship arising by operation of law for not more than two (2) months’ prepaid hire under any charter in relation to that Ship not prohibited by this Agreement or any other Security Documents;
(d)	liens on that Ship for master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of that Ship, provided such liens do not secure amounts more than sixty (60) days overdue (unless the overdue amount is being contested by the relevant Borrower in good faith by appropriate steps) and subject, in the case of liens over that Ship for repair or maintenance, to clause 5.1.17 of the relevant Deed of Covenant (in the case of Commander, Intruder, Prince, Performer and Scouter) or clause 5.1.17 of the Fighter Mortgage (in the case of Fighter);
(e)	any Encumbrance over that Ship created in favour of a plaintiff or defendant in any action of the court or tribunal before which such action is brought as security for costs and expenses where the relevant Borrower is prosecuting or defending such action in good faith by appropriate steps and in respect of which appropriate reserves have been made;
(f)	Encumbrances created on that Ship by the Security Documents; and
(g)	broker’s liens on policies of insurances in respect of that Ship;

“Pollutant” means and includes oil and its products, any other polluting, toxic or hazardous substance and any other substance whose release into the environment is regulated or penalised by Environmental Laws;

“Prince” means the 1995-built, 163,554 dwt motor vessel Bet Prince registered in the ownership of the Prince Borrower through the relevant Registry under the laws and flag of the relevant Flag State;

“Prince Advance” means an Advance of up to Forty nine million Dollars ($49,000,000) made available to the Borrowers for the purpose of financing part of the acquisition cost of Prince by the Prince Borrower pursuant to the Prince Contract;

“Prince Borrower” means Rayford Navigation Corp. of P.O. Box 3174, Road Town, Tortola, British Virgin Islands and includes its successors in title;

“Prince Contract” means the memorandum of agreement dated 19 December 2006 made between the Prince Seller and the Prince Borrower, relating to the sale by the Prince Seller, and the purchase by the Prince Borrower, of Prince;

“Prince Contract Price” means the purchase price of Prince under the Prince Contract, being $70,000,000 or such other amount determined by the Agent to the purchase price for Prince under the Prince Contract;

“Prince Deed of Covenant” means the deed of covenant collateral to the Prince Mortgage dated 7 January 2008 executed by the Prince Borrower in favour of the Security Agent;

“Prince Earnings Account” means an interest bearing Dollar account of the Prince Borrower opened with the Account Bank with account number 0/444315/016 and includes any sub-accounts thereof;

“Prince Earnings Account Pledge” means the first priority pledge over the Prince Earnings Account dated 7 January 2008 executed between the Prince Borrower, the Banks, the Agent and the Account Bank;

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“Prince Management Agreement” means each agreement made or (as the context may require) to be made between the Prince Borrower (or the Corporate Guarantor on its behalf) and a Manager or any other agreement made between them in a form previously approved in writing by the Agent providing (inter alia) for that Manager to manage Prince;

“Prince Mortgage” means the first priority statutory Isle of Man mortgage of Prince dated 7 January 2008 executed by the Prince Borrower in favour of the Security Agent;

“Prince Seller” means Societe Directe D’ Investissements S.A. of the British Virgin Islands and includes its successors in title;

“Quotation Date” means, in respect of any period for which LIBOR falls to be determined under this Agreement, the day falling two (2) Banking Days before the first day of such period;

“Reference Banks” means the Agent and any other bank or financial institution appointed as a Reference Bank by the Agent from time to time in its discretion;

“Registry” means, in relation to each Ship, such registrar, commissioner or representative of the relevant Flag State who is duly authorised and empowered to register such Ship, the relevant Borrower’s title to such Ship and the relevant Mortgage under the laws and flag of the relevant Flag State;

“Related Company” of a person means any Subsidiary of such person, any company or other entity of which such person is a Subsidiary and any Subsidiary of any such company or entity;

“Relevant Jurisdiction” means any jurisdiction in which or where any Security Party is incorporated, resident, domiciled, has a permanent establishment, carries on, or has a place of business or is otherwise effectively connected;

“Repayment Dates” means, subject to clause 6.3, the First Repayment Date and each of the dates falling at six (6) monthly intervals after the First Repayment Date up to and including the date falling ninety (90) months after the First Repayment Date;

“Retention Account” means an interest bearing Dollar account of the Borrowers opened jointly by the Borrowers with the Account Bank with account number 0/444321/008 and includes any sub-accounts thereof;

“Retention Account Pledge” means the first priority pledge dated 23 July 2007 executed between the Borrowers, the Banks, the Agent and the Account Bank in respect of the Retention Account;

“Retention Amount” means, in relation to any Retention Date, such sum as shall be the aggregate of:

(a)

one-sixth (1/6th) of the repayment instalment falling due for payment pursuant to clause 4.1 (as the same may have been reduced by any prepayment) on the next Repayment Date after the relevant Retention Date; and

(b)

the applicable fraction (as hereinafter defined) of the aggregate amount of interest falling due for payment in respect of each part of the Loan during and at the end of each Interest Period current at the relevant Retention Date and, for this purpose, the expression “applicable fraction” in relation to each Interest Period shall mean a fraction having a numerator of one and a denominator equal to the number of Retention Dates falling within the relevant Interest Period;

“Retention Dates” means the date falling thirty (30) days after the earlier of (a) the Termination Date and (b) the Drawdown Date of the last Advance to be drawn down, and each of the dates falling at monthly intervals after the earlier of such dates and prior to the final Repayment Date;

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“Scouter” means the 1995-built, 171,175 dwt motor vessel Bet Scouter registered in the ownership of the Scouter Borrower through the relevant Registry under the laws and flag of the relevant Flag State;

“Scouter Advance” means an Advance of up to Thirty two million nine hundred thousand Dollars ($32,900,000) made available to the Borrowers for the purpose of financing part of the acquisition cost of Scouter by the Scouter Borrower pursuant to the Scouter Contract;

“Scouter Borrower” means Pulford Ocean Inc. of P.O. Box 3174, Road Town, Tortola, British Virgin Islands and includes its successors in title;

“Scouter Contract” means the memorandum of agreement dated 19 December 2006 made between the Scouter Seller and the Scouter Borrower, relating to the sale by the Scouter Seller, and the purchase by the Scouter Borrower, of Scouter;

“Scouter Contract Price” means the purchase price of Scouter under the Scouter Contract, being $47,000,000 or such other amount determined by the Agent to be the purchase price for Scouter under the Scouter Contract;

“Scouter Deed of Covenant” means the deed of covenant collateral to the Scouter Mortgage dated 23 July 2007 executed by the Scouter Borrower in favour of the Security Agent;

“Scouter Earnings Account” means an interest bearing Dollar account of the Scouter Borrower opened with the Account Bank with account number 0/444313/013 and includes any sub-accounts thereof;

“Scouter Earnings Account Pledge” means the first priority pledge over the Scouter Earnings Account dated 23 July 2007 executed between the Scouter Borrower, the Banks, the Agent and the Account Bank;

“Scouter Management Agreement” means each agreement made or (as the context may require) to be made between the Scouter Borrower (or the Corporate Guarantor on its behalf) and a Manager or any other agreement made between them in a form previously approved in writing by the Agent providing (inter alia) for that Manager to manage Scouter;

“Scouter Mortgage” means the first priority statutory Isle of Man mortgage of Scouter dated 23 July 2007 executed by the Scouter Borrower in favour of the Security Agent;

“Scouter Seller” means Azaria Shipping Limited of the Cayman Islands and includes its successors in title;

“Second Supplemental Agreement” means the agreement dated            September 2009 supplemental to this Agreement and the Corporate Guarantee made between the Borrowers, the Managers, the Corporate Guarantor and the Creditors;

“Security Agent” means Citibank International plc of 33 Canada Square, Canary Wharf, London E14 5LB, England, acting for the purposes of this Agreement through its offices at 8 Othonos Street, 105 57 Athens, Greece (or of such other address as may last have been notified to the other parties to this Agreement pursuant to clause 17.1.3) or such other person as may be appointed as security agent and trustee by the Banks and the Agent pursuant to clause 16.14 and includes its successors in title;

“Security Documents” means this Agreement, the Supplemental Agreement, the Second Supplemental Agreement, any other prior letters supplemental to this Agreement, the Fees Letter, the Mortgages, the Deeds of Covenant, the Share Pledges, the Manager’s Undertakings, the Corporate Guarantee, the Account Pledges, the Trust Deed, and any other documents as may have been or shall from time to time after the date of this Agreement be executed to guarantee and/or secure all or any part of the Loan, interest thereon and other moneys from time to time owing by the Borrowers, the Corporate Guarantor or any of them pursuant to this

14

Agreement or any other Security Documents (whether or not any such document also secures moneys from time to time owing pursuant to any other document or agreement);

“Security Party” means each Borrower, the Corporate Guarantor or any other person who may at any time be a party to any of the Security Documents (other than the Creditors and the Managers);

“Security Period” means the period commencing on the date hereof and terminating upon the discharge of the security created by the Security Documents by payment of all monies payable thereunder;

“Security Requirement” means the amount in Dollars (as certified by the Agent whose certificate shall, in the absence of manifest error, be conclusive and binding on the Borrowers and the Banks) which is:

(a)	at any relevant time from the first Drawdown Date up to and including 30 June 2009, one hundred and twenty five per cent (125%) of the Loan as at such time; and
(b)	at any relevant time from 1 July 2009 up to and including 30 June 2010, one hundred per cent (100%) of the Loan as at such time; and
(c)	at any relevant time after 30 June 2010, one hundred and twenty five per cent (125%) of the Loan as at such time;

“Security Value” means the amount in Dollars (as certified by the Agent whose certificate shall, in the absence of manifest error, be conclusive and binding on the Borrowers and the Banks) which is, at any relevant time, the aggregate of (a) the market value of the Mortgaged Ships as most recently determined in accordance with clause 8.2.2 and (b) the value of any additional security for the time being actually provided to the Creditors or any of them pursuant to clause 8.2.1;

“Seller” means:

(a)	in relation to Fighter, the Fighter Seller;
(b)	in relation to Commander, the Commander Seller;
(c)	in relation to Intruder, the Intruder Seller;
(d)	in relation to Performer, the Performer Seller;
(e)	in relation to Prince, the Prince Seller; or
(f)	in relation to Scouter, the Scouter Seller,

and “Sellers” means any or all of them;

“Shareholder” means Seanergy Maritime Holding Corp. a company incorporated in the Republic of the Marshall Islands and includes its successors in title;

“Share Pledge” means, in relation to a Borrower, the charge of all the issued shares of such Borrower executed or (as the context may require) to be executed by the Corporate Guarantor in favour of the Security Agent in the form set out in schedule 4 of the Second Supplemental Agreement and “Share Pledges” means any or all of them;

“Ships” means, together, Fighter, Commander, Intruder, Performer, Prince and Scouter and:

(a) in relation to the Fighter Advance and/or the Fighter Borrower, it means Fighter;

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(b)	in relation to the Commander Advance and/or the Commander Borrower, it means Commander;
(c)	in relation to the Intruder Advance and/or the Intruder Borrower, it means Intruder;
(d)	in relation to the Performer Advance and/or the Performer Borrower, it means Performer;
(e)	in relation to the Prince Advance and/or the Prince Borrower, it means Prince; or
(f)	in relation to the Scouter Advance and/or the Scouter Borrower, it means Scouter,

and “Ship” means any of them;

“Ship Security Documents”:

(a)	in relation to Fighter, means the Fighter Mortgage, the Fighter Deed of Covenant and each Manager’s Undertaking in respect of Fighter;
(b)	in relation to Commander, means the Commander Mortgage, the Commander Deed of Covenant and each Manager’s Undertaking in respect of Commander;
(c)	in relation to Intruder, means the Intruder Mortgage, the Intruder Deed of Covenant and each Manager’s Undertaking in respect of Intruder;
(d)	in relation to Performer, means the Performer Mortgage, the Performer Deed of Covenant and each Manager’s Undertaking in respect of Performer;
(e)	in relation to Prince, means the Prince Mortgage, the Prince Deed of Covenant and each Manager’s Undertaking in respect of Prince; or
(f)	in relation to Scouter, means the Scouter Mortgage, the Scouter Deed of Covenant and each Manager’s Undertaking in respect of Scouter;

“SMC” means, in relation to each Ship, the safety management certificate issued in respect of such Ship in accordance with rule 13 of the Code;

“Spill” means any actual emission, spill, release or discharge of a Pollutant into the environment;

“Subsidiary” of a person means any company or entity directly or indirectly controlled by such person, and for this purpose “control” means either the ownership of more than fifty per cent (50%) of the voting share capital (or equivalent rights of ownership) of such company or entity or the power to direct its policies and management, whether by contract or otherwise;

“Supplemental Agreement” means the agreement dated 16 October 2007 supplemental to this Agreement made between the Borrowers, the Managers, the Corporate Guarantor and the Creditors;

“Taxes” includes all present and future taxes, levies, imposts, duties, fees or charges of whatever nature together with interest thereon and penalties in respect thereof and “Taxation” shall be construed accordingly;

“Termination Date” means 30 November 2007 or such later date as the Agent (acting on the instructions of the Majority Banks) may in its sole discretion agree in writing;

“Total Commitment” means, at any relevant time, the aggregate of the Commitments of all the Banks at such time;

“Total Loss” means, in relation to a Ship:

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(a)	the actual, constructive, compromised or arranged total loss of such Ship; or
(b)	the Compulsory Acquisition of such Ship (excluding, for the avoidance of doubt, requisition for hire); or
(c)	the hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of such Ship (other than where the same amounts to the Compulsory Acquisition of such Ship) by any Government Entity, or by persons acting or purporting to act on behalf of any Government Entity, unless such Ship be released and restored to the relevant Borrower from such hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation within forty five (45) days after the occurrence thereof;

“Transferee Bank” has the meaning ascribed thereto in clause 15.3;

“Transferor Bank” has the meaning ascribed thereto in clause 15.3;

“Transfer Certificate” means a certificate in substantially the form set out in schedule 4;

“Trust Deed” means the trust deed dated 26 June 2007 executed by the Security Agent;

“Trust Property” means (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Security Agent under or pursuant to the Security Documents (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to the Security Agent in the Security Documents), (ii) all moneys, property and other assets paid or transferred to or vested in the Security Agent or any agent of the Security Agent or any receiver or received or recovered by the Security Agent or any agent of the Security Agent or any receiver pursuant to, or in connection with, any of the Security Documents whether from any Security Party or any other person and (iii) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by the Security Agent or any agent of the Security Agent in respect of the same (or any part thereof);

“Ultimate Shareholder” means each of the persons notified in writing by the Borrowers to the Creditors prior to the date of the Second Supplemental Agreement, and accepted in writing by the Creditors in their sole discretion, to be, on the date of the Second Supplemental Agreement and the Effective Date (as defined therein), the ultimate beneficial owners of at least 50.1% of the total issued voting share capital of the Shareholder, and “Ultimate Shareholders” means any or all of them; and

“Underlying Documents” means, together, the Contracts and the Management Agreements and “Underlying Document” means any of them.

1.3	Headings
	Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.
1.4	Construction of certain terms
	In this Agreement, unless the context otherwise requires:

1.4.1	references to clauses and schedules are to be construed as references to clauses of, and schedules to, this Agreement and references to this Agreement include its schedules;
1.4.2	references to (or to any specified provision of) this Agreement or any other document shall be construed as references to this Agreement, that provision or that document as in force for the time being and as amended in accordance with the terms thereof, or, as the case may be, with the agreement of the relevant parties;

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1.4.3	references to a “regulation” include any present or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law) of any agency, authority, central bank or government department or any self-regulatory or other national or supra-national authority;
1.4.4	words importing the plural shall include the singular and vice versa;
1.4.5	references to a time of day are to London time;
1.4.6	references to a person shall be construed as references to an individual, firm, company, corporation, unincorporated body of persons or any Government Entity;
1.4.7	references to a “guarantee” include references to an indemnity or other assurance against financial loss including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any Indebtedness and “guaranteed” shall be construed accordingly; and
1.4.8	references to any enactment shall be deemed to include references to such enactment as re-enacted, amended or extended.

1.5	Majority Banks
	Where this Agreement or any other Security Document provides for any matter to be determined by reference to the opinion of the Majority Banks or to be subject to the consent or request of the Majority Banks or for any action to be taken on the instructions in writing of the Majority Banks, such opinion, consent, request or instructions shall (as between the Banks) only be regarded as having been validly given or issued by the Majority Banks if all the Banks shall have received prior notice of the matter on which such opinion, consent, request or instructions are required to be obtained and the relevant majority of Banks shall have given or issued such opinion, consent, request or instructions but so that (as between the Borrowers and the Banks) the Borrowers shall be entitled (and bound) to assume that such notice shall have been duly received by each Bank and that the relevant majority shall have been obtained to constitute Majority Banks whether or not this is in fact the case.
1.6	Banks’ Commitment
	For the purposes of the definition of “Majority Banks” in clause 1.2 and the relevant provisions of clause 16, references to the Commitment of a Bank shall, if the Total Commitment has, at any relevant time, been reduced to zero, be deemed to be a reference to the Commitment of that Bank immediately prior to such reduction to zero.
2	The Total Commitment and the Advances
2.1	Agreement to lend
	The Banks, relying upon each of the representations and warranties in clause 7, agree to lend to the Borrowers, jointly and severally, upon and subject to the terms of this Agreement, in six (6) Advances, the principal sum of up to the lower of (a) Two hundred and twenty two million Dollars ($222,000,000) and (b) the amount in Dollars not exceeding seventy per cent (70%) of the aggregate of the Contract Prices. The obligation of each Bank under this Agreement shall be to contribute that proportion of each Advance which, as at the Drawdown Date of such Advance, its Commitment bears to the Total Commitment.
2.2	Obligations several
	The obligations of the Banks under this Agreement are several according to their respective Commitments and/or Contributions; the failure of any Bank to perform such obligations shall not relieve any other Creditor or the Borrowers or any of them of any of their respective obligations

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or liabilities under this Agreement nor shall any Creditor be responsible for the obligations of any other Creditor (except for its own obligations, if any, as a Bank) under this Agreement.

2.3	Interests several
	Notwithstanding any other term of this Agreement (but without prejudice to the provisions of this Agreement relating to or requiring action by the Majority Banks) the interests of the Creditors are several and the amount due to any Creditor is a separate and independent debt. Each Creditor shall have the right to protect and enforce its rights arising out of this Agreement and it shall not be necessary for any other Creditor to be joined as an additional party in any proceedings for this purpose.
2.4	Drawdown
	Subject to the terms and conditions of this Agreement, each Advance shall be made to the Borrowers following receipt by the Agent from the Borrowers of a Drawdown Notice not later than 10:00 a.m. on the third Banking Day before the date, which shall be a Banking Day falling within the Drawdown Period for such Advance, on which the Borrowers propose such Advance is made. A Drawdown Notice shall be effective on actual receipt by the Agent and, once given, shall, subject as provided in clause 3.6.1, be irrevocable.
2.5	Amounts, timing and limitation of Advances

2.5.1	The aggregate amount of the Loan shall not exceed the lower of (a) Two hundred and twenty two million Dollars ($222,000,000) and (b) the amount in Dollars which is seventy per cent (70%) of the aggregate of the Contract Prices.
2.5.2	Each Advance shall be made solely for the purpose of financing in part the payment of the Contract Price for the Ship relevant to such Advance and shall only be made available on or after the Delivery Date for such Ship.
2.5.3	The amount of the Fighter Advance shall not exceed the lower of (a) $30,100,000 and (b) the amount in Dollars which is equal to seventy per cent (70%) of the Fighter Contract Price.
2.5.4	The amount of the Commander Advance shall not exceed the lower of (a) $35,000,000 and (b) the amount in Dollars which is equal to seventy per cent (70%) of the Commander Contract Price.
2.5.5	The amount of the Intruder Advance shall not exceed the lower of (a) $24,500,000 and (b) the amount in Dollars which is equal to seventy per cent (70%) of the Intruder Contract Price.
2.5.6	The amount of the Performer Advance shall not exceed the lower of (a) $50,500,000 and (b) the amount in Dollars which is equal to seventy per cent (70%) of the Performer Contract Price.
2.5.7	The amount of the Prince Advance shall not exceed the lower of (a) $49,000,000 and (b) the amount in Dollars which is equal to seventy per cent (70%) of the Prince Contract Price.
2.5.8	The amount of the Scouter Advance shall not exceed the lower of (a) $32,900,000 and (b) the amount in Dollars which is equal to seventy per cent (70%) of the Scouter Contract Price.

2.6

Availability

Upon receipt of a Drawdown Notice complying with the terms of this Agreement, the Agent shall promptly notify each Bank and subject to the provisions of clause 9, on the Drawdown Date for the relevant Advance, each Bank shall make available to the Agent its portion of the relevant Advance for payment by the Agent in accordance with clause 6.2. The Borrowers acknowledge that payment of any Advance or part thereof to the relevant Seller or to the Borrowers or any of

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	them in accordance with clause 6.2, shall satisfy the obligation of the Banks to lend that Advance to the Borrowers under this Agreement.
2.7	Termination of Total Commitment
	Any part of the Total Commitment which remains undrawn and uncancelled by the Termination Date shall thereupon be automatically cancelled.
2.8	Application of proceeds
	Without prejudice to the Borrowers’ obligations under clause 8.1.3, no Creditor shall have any responsibility for the application of the proceeds of the Loan or any part thereof by the Borrowers.
3	Interest and Interest Periods
3.1	Normal interest rate
	The Borrowers shall pay interest on each Advance or (as the case may be) the Loan in respect of each Interest Period relating thereto on each Interest Payment Date (or, in the case of Interest Periods of more than three (3) months, by instalments, the first instalment three (3) months from the commencement of the Interest Period and the subsequent instalments at intervals of three (3) months or, if shorter, the period from the date of the preceding instalment until the Interest Payment Date relative to such Interest Period) at the rate per annum determined by the Agent to be the aggregate of (a) the Margin and (b) LIBOR for such Interest Period.
3.2	Selection of Interest Periods
	Subject to clause 3.3, the Borrowers may by notice received by the Agent not later than 10:00 a.m. on the third Banking Day before the beginning of each Interest Period specify whether such Interest Period shall have a duration of one (1) month, two (2) months, three (3) months or six (6) months or, subject to availability to be determined by the Agent), such other period (shorter than twelve (12) months) as the Borrowers may select and the Agent (acting on the instructions of the Banks) may agree.
3.3	Determination of Interest Periods
	Every Interest Period shall be of the duration specified by the Borrowers pursuant to clause 3.2, but so that:

3.3.1	the initial Interest Period in respect of each Advance shall commence on the date such Advance is made and each subsequent Interest Period for such Advance shall commence on the last day of the previous Interest Period for such Advance;
3.3.2	the initial Interest Period in respect of each Advance for a Ship drawn down after the first Advance to be drawn down shall end on the same day as the then current Interest Period for the Loan and on such day, all Advances then outstanding shall be consolidated into, and shall thereafter constitute, the Loan;
3.3.3	if any Interest Period would otherwise overrun a Repayment Date, then, in the case of the last Repayment Date, such Interest Period shall end on such Repayment Date, and in the case of any other Repayment Date or Repayment Dates, the Loan shall be divided into parts so that there is one part in the amount of the repayment instalment or instalments due on each Repayment Date falling during that Interest Period and having an Interest Period ending on the relevant Repayment Date and another part in the amount of the balance of the Loan having an Interest Period ascertained in accordance with clause 3.2 and the other provisions of this clause 3.3; and

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3.3.4 if the Borrowers fail to specify the duration of an Interest Period in accordance with the provisions of clause 3.2 and this clause 3.3 such Interest Period shall have a duration of three (3) months or such other period as shall comply with this clause 3.3.

3.4	Default interest
	If the Borrowers fail to pay any sum (including, without limitation, any sum payable pursuant to this clause 3.4) within two (2) Banking Days of its due date for payment under any of the Security Documents, the Borrowers shall pay interest on such sum on demand from the due date up to the date of actual payment (as well after as before judgment) at a rate determined by the Agent pursuant to this clause 3.4. The period beginning on such due date and ending on such date of payment shall be divided into successive periods of not more than three (3) months as selected by the Agent each of which (other than the first, which shall commence on such due date) shall commence on the last day of the preceding such period. The rate of interest applicable to each such period shall be the aggregate (as determined by the Agent) of (a) two per cent (2%) per annum, (b) the Margin and (c) LIBOR for such period. Such interest shall be due and payable on the last day of each such period as determined by the Agent and each such day shall, for the purposes of this Agreement, be treated as an Interest Payment Date, provided that if such unpaid sum is an amount of principal which became due and payable by reason of a declaration by the Agent under clause 10.2.2 or a prepayment pursuant to clauses 4.3, 8.2.1(a) or 12.1, on a date other than an Interest Payment Date relating thereto, the first such period selected by the Agent shall be of a duration equal to the period between the due date of such principal sum and such Interest Payment Date and interest shall be payable on such principal sum during such period at a rate of two per cent (2%) above the rate applicable thereto immediately before it shall have become so due and payable. If, for the reasons specified in clause 3.6.1, the Agent is unable to determine a rate in accordance with the foregoing provisions of this clause 3.4, each Bank shall promptly notify the Agent of the cost of funds to such Bank and interest on any sum not paid on its due date for payment shall be calculated at a rate determined by the Agent to be two per cent (2%) per annum above the aggregate of the Margin and the cost of funds to such Bank.
3.5	Notification of Interest Periods and interest rate
	The Agent shall notify the Borrowers and the Banks promptly of the duration of each Interest Period and of each rate of interest (or, as the case may be default interest) determined by it under this clause 3.
3.6	Market disruption; non-availability

3.6.1 If and whenever, at any time prior to the commencement of any Interest Period:

(a)	the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period;
(b)	where applicable (and provided that the Agent has appointed any other bank or financial institution (other than, and in addition to, Citibank International plc) as Reference Bank) only one or none of the Reference Banks supplies the Agent with a quotation for the purposes of calculating LIBOR (being unable on reasonable grounds and not just unwilling to do so); or
(c)	the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment, that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or their Contributions for such Interest Period or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits,

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	the Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrowers and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers by the Agent.
3.6.2	During the period of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank shall negotiate in good faith with the Borrowers (but without incurring any legal obligations) with a view to arriving at an alternative basis (the “Substitute Basis”) for maintaining the Loan, failing which the Borrowers shall promptly, on first demand or within the time limit determined by the Agent, prepay the Loan together with accrued interest thereon to the date of prepayment (calculated at the rate or rates most lately applicable to the Loan) and all other sums payable by the Borrowers or any of them under the Security Documents. In such a case the Borrowers shall pay to each Bank such amount as may be determined by each Bank to be necessary to compensate that Bank for the increased cost (if any) of maintaining its Contribution during the period of negotiation referred to in this clause 3.6 until such prepayment.
3.6.3	Each Substitute Basis may include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to the relevant Bank equivalent to the Margin. Each Substitute Basis so certified shall be binding upon the Borrowers and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

3.7	Reference Bank quotations
	If any Reference Bank is unable on reasonable grounds to furnish a quotation for the purposes of calculating LIBOR the interest rate shall be determined, subject to clause 3.6, on the basis of quotations furnished by the other Reference Banks.
4	Repayment and prepayment
4.1	Repayment
	The Borrowers shall repay the Loan by sixteen (16) consecutive semi-annual instalments, one such instalment to be repaid on each of the Repayment Dates. Subject to the provisions of this Agreement, the amount of each of the first to fifteenth such instalments (inclusive) shall be Ten million four hundred and thirty seven thousand five hundred Dollars ($10,437,500) and the amount of the sixteenth and final instalment shall be Sixty five million four hundred and thirty seven thousand five hundred Dollars ($65,437,500) (comprising a repayment instalment of Ten million four hundred and thirty seven thousand five hundred Dollars ($10,437,500)) and a balloon payment of Fifty five million Dollars ($55,000,000) (such balloon payment the “Balloon Instalment”)).
	If the Total Commitment is not drawn down in full, the amount of each repayment instalment (including the Balloon Instalment) shall be reduced proportionately.
4.2	Voluntary prepayment
	The Borrowers may prepay the Loan in whole or part (such part being in an amount of Five million Dollars ($5,000,000) or any larger sum which is an integral multiple of Five million Dollars ($5,000,000)), on any Interest Payment Date relating to the part of the Loan to be prepaid without premium or penalty subject always to their obligations under clause 4.4.
4.3	Prepayment on Total Loss or sale

4.3.1 Before drawdown

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	On a Ship becoming a Total Loss (or suffering damage or being involved in an incident which in the reasonable opinion of the Agent may result in such Ship being subsequently determined to be a Total Loss), in each case before the Advance for such Ship is drawn down, the obligation of the Banks to advance the Advance for such Ship shall immediately cease and the Total Commitment shall be reduced by the amount of such Advance.
4.3.2	After drawdown
	On the Disposal Reduction Date for a Mortgaged Ship, the Borrowers shall prepay such part of the Loan as is equal to the higher of (a) the Relevant Amount for such Mortgaged Ship and (b) such amount in Dollars as shall ensure that, immediately following the relevant prepayment, the Security Value shall be not less than the Security Requirement.
4.3.3	Consent to sale
	Each Borrower may sell or enter into any agreement to sell or otherwise dispose of its Mortgaged Ship without the prior written consent of the Agent or the other Creditors, if such Borrower delivers to the Agent evidence satisfactory to the Agent (acting on the instructions of the Majority Banks) that such sale is or will be for the full value of such Mortgaged Ship to an arm’s length purchaser and is for payment in cash and provided further that no Event of Default has occurred and is continuing or will, on completion of such sale, have occurred and be continuing, and the Agent (acting on the instructions of the Majority Banks) is satisfied that on or immediately after the delivery of such Mortgaged Ship to the relevant purchaser, the net sale proceeds of such Mortgaged Ship will be not less than the full amount payable to the Creditors upon completion of such sale pursuant to this clause 4.3 and any other amounts payable under clause 4.4.
4.3.4	Defined terms
	For the purposes of this clause 4.3:

(a)

“Applicable Fraction” means, in relation to a Mortgaged Ship, a fraction having a numerator of an amount equal to the market value of such Mortgaged Ship (as most recently determined in accordance with clause 8.2.2) and a denominator of an amount equal to the aggregate market values of all of the Mortgaged Ships (as most recently determined in accordance with clause 8.2.2), in each case as at the Disposal Reduction Date of such Mortgaged Ship;

(b)

“Disposal Reduction Date” means:

(i)	in relation to a Mortgaged Ship which has become a Total Loss, its Total Loss Reduction Date; or
(ii)	in relation to a Mortgaged Ship which is sold in accordance with the provisions of the relevant Ship Security Documents, the date of completion of such sale (and immediately prior to such completion) by the transfer of title to such Mortgaged Ship to the purchaser in exchange for payment of the relevant purchase price;

(c) “Total Loss Reduction Date” means, in relation to a Mortgaged Ship which has become a Total Loss, the date which is the earlier of:

(i)	the date falling one hundred and eighty (180) days after that on which such Mortgaged Ship becomes a Total Loss; and
(ii)	the date upon which insurance proceeds are, or Requisition Compensation (as defined in the relevant Ship Security Documents) is, received in respect of such Total Loss by the relevant Borrower (or the Security Agent pursuant to the relevant Ship Security Documents; and

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(d) “Relevant Amount” means, in relation to a Mortgaged Ship which has become a Total Loss or is sold, the amount in Dollars which is equal to the amount of the Applicable Fraction multiplied by the amount of the Loan outstanding as of the Disposal Reduction Date for such Mortgaged Ship.

4.3.5	Interpretation
	For the purpose of this Agreement, a Total Loss shall be deemed to have occurred:

(a)	in the case of a constructive total loss of a Ship, upon the date (the “NOA Date”) and at the time notice of abandonment of such Ship is given to the insurers of such Ship for the time being (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit the relevant claim, on the earlier of (a) the date when either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjured by a competent court of law or arbitration tribunal to have occurred and (b) the date falling one hundred and forty (140) days after the NOA Date;
(b)	in the case of a compromised or arranged total loss of a Ship, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the insurers of such Ship;
(c)	in the case of Compulsory Acquisition of a Ship, on the date upon which the relevant requisition of title or other compulsory acquisition of such Ship occurs; and
(d)	in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of a Ship (other than where the same amounts to Compulsory Acquisition of such Ship) by any Government Entity, or by persons purporting to act on behalf of any Government Entity, which deprives the relevant Borrower of the use of such Ship for more than forty five (45) days, upon the expiry of the period of forty five (45) days after the date upon which the relevant hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation occurred.

4.4	Amounts payable on prepayment
	Any prepayment of all or part of the Loan under this Agreement shall be made together with:

4.4.1	accrued interest on the amount to be prepaid to the date of such prepayment;
4.4.2	and additional amount payable under clauses 6.6 or 12.2; and
4.4.3	all other sums payable by the Borrowers to the Creditors under this Agreement or any of the other Security Documents including, without limitation, any amounts payable under clause 11.

4.5 Notice of prepayment; reduction of repayment instalments

4.5.1	No prepayment may be effected under clause 4.2 unless the Borrowers shall have given the Agent at least ten (10) Banking Days’ prior written notice of their intention to make such prepayment.
4.5.2	Every notice of prepayment shall be effective only on actual receipt by the Agent, shall be irrevocable, shall specify the amount thereof to be prepaid and shall oblige the Borrowers to make such prepayment on the date specified.
4.5.3	Any amount prepaid pursuant to clauses 4.2, 4.3 or 8.2.1(a) shall be applied in reducing the repayment instalments under clause 4.1 (including the Balloon Instalment) proportionately.
4.5.4	No amount prepaid under this Agreement may be re-borrowed.

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4.5.5 The Borrowers may not prepay the Loan or any part thereof save as expressly provided in this Agreement.

5	Fees and expenses
5.1	Fees
	The Borrowers shall pay to the Agent:

5.1.1	for the account of the Arranger, on the date of this Agreement, an underwriting fee of the amount specified in the Fees Letter (for sharing between the Arranger and the Banks in such manner as the Arranger may determine in its absolute discretion and as it has separately agreed with each Bank); and
5.1.2	for the account of the Agent, on the date of this Agreement and at twelve (12) monthly intervals thereafter until all moneys owing under the Security Documents have been repaid in full or, if no Advance has been drawn down by the last day of the Drawdown Period, until such day, an annual agency fee in such amount per annum as is specified in the Fees Letter.

	The fees referred to in clause 5.1 shall be non-refundable and shall be payable by the Borrowers to the Agent, whether or not any part of the Total Commitment is ever advanced.
5.2	Expenses
	The Borrowers shall pay to the Agent on a full indemnity basis on demand all expenses (including legal, printing and out-of-pocket expenses) incurred by the Creditors or any of them:

5.2.1	in connection with the negotiation, preparation, execution and, where relevant, registration of the Security Documents and of any amendment or extension of or the granting of any waiver or consent under, any of the Security Documents and the syndication of the Loan; and
5.2.2	in contemplation of, or otherwise in connection with, the enforcement of, or preservation of any rights under, any of the Security Documents, or otherwise in respect of the moneys owing under any of the Security Documents,

	together with interest at the rate referred to in clause 3.4 from the date on which such expenses were incurred to the date of payment (as well after as before judgment) (and amounts payable on demand under this clause 5.2 shall be deemed as having been paid at the stipulated time if paid within three (3) Banking Days of demand).
5.3	Value added tax
	All fees and expenses payable pursuant to this clause 5 shall be paid together with value added tax or any similar tax (if any) properly chargeable thereon. Any value added tax chargeable in respect of any services supplied by the Creditors or any of them under this Agreement shall, on delivery of the value added tax invoice, be paid in addition to any sum agreed to be paid hereunder.
5.4	Stamp and other duties
	The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.
6	Payments and taxes; accounts and calculations

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6.1	No set-off or counterclaim
	The Borrowers acknowledge that in performing their obligations under this Agreement, the Banks will be incurring liabilities to third parties in relation to the funding of amounts to the Borrowers, such liabilities matching the liabilities of the Borrowers to the Banks and that it is reasonable for the Banks to be entitled to receive payments from the Borrowers gross on the due date in order that each of the Banks is put in a position to perform its matching obligations to the relevant third parties. Accordingly all payments to be made by the Borrowers under any of the Security Documents shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in clause 6.6, free and clear of any deductions or withholdings, in Dollars on the due date to such account at such bank and in such place as the Agent may from time to time specify for this purpose. Save as otherwise provided in this Agreement or any relevant Security Documents such payments shall be for the account of all Banks and the Agent shall distribute such payments in like funds as are received by the Agent to the Banks rateably, in accordance with their respective Commitment (if prior to the first drawdown) or Contribution (if following the first drawdown).
6.2	Payment by the Banks
	All sums to be advanced by the Banks to the Borrowers under this Agreement shall be remitted in Dollars on the Drawdown Date for the relevant Advance to the account of the Agent at such bank as the Agent may have notified to the Banks and shall be paid by the Agent on such date in like funds as are received by the Agent to the account specified in the Drawdown Notice for such Advance.
6.3	Non-Banking Days
	When any payment under any of the Security Documents would otherwise be due on a day which is not a Banking Day, the due date for payment shall be extended to the next following Banking Day unless such Banking Day falls in the next calendar month in which case payment shall be made on the immediately preceding Banking Day.
6.4	Calculations
	All interest and other payments of an annual nature under any of the Security Documents shall accrue from day to day and be calculated on the basis of actual days elapsed and a three hundred and sixty (360) days year.
6.5	Certificates conclusive
	Any certificate or determination of the Agent as to any rate of interest or any other amount pursuant to and for the purposes of any of the Security Documents shall, in the absence of manifest error, be conclusive and binding on the Borrowers and on the Banks.
6.6	Grossing-up for Taxes
	If at any time the Borrowers or any of them are required to make any deduction or withholding in respect of Taxes (other than Taxes on any Bank’s overall net income) from any payment due under any of the Security Documents for the account of any Creditor or if the Agent or the Security Agent is required to make any deduction or withholding from a payment to another Creditor or withholding in respect of Taxes from any payment due under any of the Security Documents, the sum due from the Borrowers or any of them in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the relevant Creditor receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Borrowers shall indemnify each Creditor against any losses or costs incurred by it by reason of any failure of the Borrowers or any of them to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The

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	Borrowers shall promptly deliver to the Agent any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid.
6.7	Loan account
	Each Bank shall maintain, in accordance with its usual practice, an account evidencing the amounts from time to time lent by, owing to and paid to it under the Security Documents. Each of the Agent and the Security Agent shall maintain a control account (being the “Account Current” referred to in each Mortgage) showing the Loan and other sums owing by the Borrowers under the Security Documents and all payments in respect thereof being made from time to time. The control account shall, in the absence of manifest error, be conclusive as to the amount from time to time owing by the Borrowers under the Security Documents.
6.8	Agent may assume receipt
	Where any sum is to be paid under the Security Documents to the Agent for the account of another person, the Agent may assume that the payment will be made when due and the Agent may (but shall not be obliged to) make such sum available to the person so entitled. If it proves to be the case that such payment was not made to the Agent then the person to whom such sum was so made available shall on request refund such sum to the Agent together with interest thereon sufficient to compensate the Agent for the cost of making available such sum up to the date of such repayment and the person by whom such sum was payable shall indemnify the Agent for any and all loss or expense which the Agent may sustain or incur as a consequence of such sum not having been paid on its due date.
6.9	Partial payments
	If, on any date on which a payment is due to be made by the Borrowers under any of the Security Documents, the amount received by the Agent from the Borrowers falls short of the total amount of the payment due to be made by the Borrowers on such date then, without prejudice to any rights or remedies available to the Creditors or any of them under any of the Security Documents, the Agent shall upon receiving the same, apply the amount actually received from the Borrowers in or towards discharge of the obligations of the Borrowers under the Security Documents in the following order, notwithstanding any appropriation made, or purported to be made, by the Borrowers:

6.9.1	first, in or towards payment, on a pro rata basis, of any unpaid costs and expenses of the Agent and the Security Agent under any of the Security Documents;
6.9.2	secondly, in or towards payment, on a pro rata basis, of any fees payable to the Arranger, the Agent or any of the other Creditors under, or in relation to, the Security Documents which remain unpaid;
6.9.3	thirdly, in or towards payment to the Banks, on a pro rata basis, of any accrued interest in respect of the Loan which shall have become due under any of the Security Documents but remains unpaid;
6.9.4	fourthly, in or towards payment to the Banks, on a pro rata basis, of any part of the Loan which shall have become due but remains unpaid;
6.9.5	fifthly, in or towards payment to the Banks, on a pro rata basis, for any loss suffered by reason of any such payment in respect of principal not being effected on an Interest Payment Date relating to the part of the Loan prepaid and which amounts are so payable under this Agreement; and
6.9.6	sixthly, in or towards payment to the relevant person of any other sum which shall have become due under any of the Security Documents but remains unpaid (and, if more than one such sum so remains unpaid, on a pro rata basis).

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	Following the occurrence of an Event of Default which is continuing, the order of application set out in clauses 6.9.3 to 6.9.6 may be varied by the Agent if the Majority Banks so direct, without any reference to, or consent or approval from, the Borrowers.
7	Representations and warranties
7.1	Continuing representations and warranties
	The Borrowers jointly and severally represent and warrant to each Creditor that:

7.1.1	Due incorporation
	each of the Borrowers and each of the other Security Parties are duly incorporated and validly existing in good standing, in the case of the Borrowers, under the laws of The British Virgin Islands as limited liability companies, in the case of the Corporate Guarantor, under the laws of the Republic of the Marshall Islands as a Marshall Islands corporation and, in the case of each of the other Security Parties, under the laws of their respective countries of incorporation as limited liability companies or (as the case may be) corporations, and have power to carry on their respective businesses as they are now being conducted and to own their respective property and other assets;
7.1.2	Corporate power
	each of the Borrowers has power to execute, deliver and perform its obligations under the Underlying Documents and the relevant Borrowers’ Security Documents to which it is or is to be a party and to borrow the Total Commitment and each of the other Security Parties has power to execute and deliver and perform its obligations under the Security Documents to which it is or is to be a party; all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same and no limitation on the powers of any Borrower to borrow will be exceeded as a result of borrowing the Loan;
7.1.3	Binding obligations
	the Underlying Documents and the Security Documents constitute or will, when executed, constitute valid and legally binding obligations of the relevant Security Parties enforceable in accordance with their respective terms;
7.1.4	No conflict with other obligations
	the execution and delivery of, the performance of their obligations under, and compliance with the provisions of, the Underlying Documents and the Security Documents by the relevant Security Parties will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which any of the Borrowers or any other Security Party is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which any of the Borrowers or any other Security Party is a party or is subject or by which it or any of its property is bound, (iii) contravene or conflict with any provision of the constitutional documents of any of the Borrowers or any other Security Party or (iv) result in the creation or imposition of or oblige any of the Borrowers or any other Security Party to create any Encumbrance (other than a Permitted Encumbrance) on any of the undertakings, assets, rights or revenues of any of the Borrowers or any other Security Party;
7.1.5	No litigation
	no litigation relating to sums exceeding Two million Dollars ($2,000,000), arbitration or administrative proceeding is taking place, pending or, to the knowledge of the officers of any of the Borrowers, threatened against any of the Borrowers or any other Security Party which could have a material adverse effect on the business, assets or financial condition of any of the Borrowers or any other Security Party;

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7.1.6	No filings required
	save for the registration of the Mortgages in the relevant register under the laws of the relevant Flag State through the relevant Registry, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Underlying Documents or any of the Security Documents that they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to any of the Underlying Documents or the Security Documents, and each of the Underlying Documents and the Security Documents is in proper form for its enforcement in the courts of each Relevant Jurisdiction;
7.1.7	Choice of law
	the choice of (a) English law to govern the Underlying Documents and the Security Documents (other than the Mortgages and the Account Pledges), (b) the law of the relevant Flag State to govern each Mortgage and (c) Greek law to govern the Account Pledges, and the submissions by the Security Parties to the non-exclusive jurisdiction of the English courts or (as the case may be) Greek courts, are valid and binding;
7.1.8	No immunity
	neither the Borrowers nor any other Security Party nor any of their respective assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgement, execution or other enforcement);
7.1.9	Consents obtained
	every consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by any Security Party to authorise, or required by any Security Party in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of each of the Underlying Documents and each of the Security Documents to which it is or is to be a party or the performance by each Security Party of its obligations under the Security Documents or the Underlying Documents to which it is or is to be a party has been obtained or made and is in full force and effect and there has been no default in the observance of any of the conditions or restrictions (if any) imposed in, or in connection with, any of the same;
7.1.10	Shareholdings

(a)	the Ultimate Shareholders are the ultimate beneficial owners of at least 50.1% of the issued voting share capital of the Shareholder;
(b)	the Shareholder is, directly, the legal and beneficial owner of 50% of the issued voting share capital of the Corporate Guarantor;
(c)	the Ultimate Shareholders are (indirectly through Mineral Transport Holdings Inc.) the ultimate beneficial owners of the remaining 50% of the issued voting share capital of the Corporate Guarantor; and
(d)	each of the Borrowers is a wholly-owned direct Subsidiary of the Corporate Guarantor;

7.1.11	No material adverse change
	there has been no material adverse change:

(a) in the business, assets, operations, performance, prospects or the financial position of any of the Borrowers or the Group as a whole from that described by or on behalf of the

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	Borrowers or any other Security Party to the Agent and/or the Arranger in the negotiation of this Agreement; or
(b)	in the ability of any of the Borrowers, the Corporate Guarantor, the Managers or any other Security Party to comply with any of their respective obligations under the Security Documents or any of them; or
(c)	in the legality, validity or enforceability of any of the Security Documents or any of the rights or remedies of the Creditors or any of them thereunder; or
(d)	in any Relevant Jurisdiction (or in any of the financial markets thereof);

7.1.12	Borrowers’ own account
	in relation to the borrowing by each Borrower of the Loan or any part thereof, the performance and discharge of its obligations and liabilities under the Security Documents and the transactions and other arrangements effected or contemplated by this Agreement, each Borrower is acting for its own account and that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities (as amended));
7.1.13	Solvency

(a)	none of the Borrowers nor any other member of the Group is unable, or admits or has admitted its inability, to pay its debts or has suspended making payments on any of its debts; and
(b)	none of the Borrowers nor any other member of the Group by reason of actual or anticipated financial difficulties has commenced, or intends to commence, negotiations with one or more of its creditors with a view to rescheduling any of its Indebtedness; and

7.1.14	Corporate Guarantor’s assets
	the Corporate Guarantor does not have, as at the date of the Second Supplemental Agreement and as at the Effective Date (as defined in the Second Supplemental Agreement) any assets or properties other than the shares of the Borrowers and deposits (if any) standing to the credit of the BET Account.

7.2	Initial representations and warranties
	The Borrowers jointly and severally further represent and warrant to each Creditor that:

7.2.1	Pari passu
	the obligations of each Borrower under this Agreement are direct, general and unconditional obligations of such Borrower and rank at least pari passu with all other present and future unsecured and unsubordinated Indebtedness of such Borrower except for obligations which are mandatorily preferred by operation of law and not by contract;
7.2.2	No default under other Borrowed Money
	none of the Borrowers nor any other Security Party is (nor would with the giving of notice or lapse of time or a combination thereof be) in breach of or in default under any agreement relating to Borrowed Money to which it is a party or by which it may be bound;
7.2.3	Information — full disclosure

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	the information, exhibits and reports furnished by the Borrowers and any other Security Party to the Agent in connection with the negotiation and preparation of the Security Documents are true and accurate in all material respects and not misleading and all expressions of opinion contained therein genuinely reflect the opinions of the directors and the senior management of the Borrowers and the other Security Parties and are based on reasonable assumptions; do not omit material facts and all reasonable enquiries have been made to verify the facts and statements contained therein; there are no other facts the omission of which would make any fact or statement therein misleading;
7.2.4	No withholding Taxes
	no Taxes are imposed by withholding or otherwise on any payment to be made by any of the Borrowers or any other Security Party under the Underlying Documents or the Security Documents to which such Borrower or any other Security Party is or is to be a party or are imposed on or by virtue of the execution or delivery by the Borrowers or any other Security Parties of the Underlying Documents or the Security Documents or any other document or instrument to be executed or delivered under any of the Security Documents;
7.2.5	No Default
	no Default has occurred and is continuing;
7.2.6	The Ships
	each Ship will, on the Delivery Date relevant to such Ship, be:

(a)	in the absolute ownership of the relevant Borrower who will, on and after its Delivery Date, be the sole, legal and beneficial owner of such Ship;
(b)	registered through the offices of the relevant Registry as a ship under the laws and flag of the relevant Flag State;
(c)	operationally seaworthy and in every way fit for service; and
(d)	classed with the relevant Classification free of any overdue conditions or recommendations of the relevant Classification Society affecting class;

7.2.7	Ships’ employment
	save as disclosed to or accepted by, the Agent in writing prior to such date, none of the Ships is nor will, on or before the Drawdown Date of the Advance relevant to such Ship, be subject to any charter or contract or to any agreement to enter into any charter or contract which, if entered into after the date of the relevant Ship Security Documents, would have required the consent of the Agent or, as the context may require, the Security Agent, the Banks and, on or before the Drawdown Date of the Advance relevant to such Ship, there will not be any agreement or arrangement whereby the Earnings (as defined in the relevant Ship Security Documents) of such Ship may be shared with any other person;
7.2.8	Freedom from Encumbrances
	no Ship, nor its respective Earnings, Insurances or Requisition Compensation (each as defined in the relevant Ship Security Documents) nor the Accounts nor any other properties or rights which are, or are to be, the subject of any of the Security Documents nor any part thereof will be, on the Drawdown Date of the Advance relevant to such Ship, subject to any Encumbrance except for Encumbrances created under, or permitted by, the Security Documents (including, for the avoidance of doubt, Permitted Liens);
7.2.9	Compliance with Environmental Laws and Approvals
	to the best of the knowledge and belief of each Borrower and its officers:

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(a)	all Environmental Laws applicable to each Ship have been complied with and all consents, licences and approvals required under such Environmental Laws have been obtained and complied with;
(b)	no Environmental Claim has been made or threatened or is pending against a Borrower or against any Environmental Affiliate or any Ship; and
(c)	there has been no Environmental Incident in respect of a Ship or any other vessel owned by, or chartered to, any Borrower which could give rise to an Environmental Claim;

7.2.10	Copies true and complete
	the copies or originals of the Underlying Documents delivered or to be delivered to the Agent pursuant to clause 9.1 are, or will when delivered be, true and complete copies or, as the case may be, originals of such documents; and such documents constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and there have been no amendments or variations thereof or defaults thereunder;
7.2.11	ISPS Code
	with effect from the Delivery Date of a Ship, the relevant Borrower shall have a valid and current ISSC in respect of that Ship and that Ship shall be in compliance with the ISPS Code; and
7.2.12	Application for DOC and SMC
	the Operator maintains a DOC for itself and, on the Delivery Date for a Ship, it will have applied for an SMC in respect of such Ship, and none of the Borrowers nor the Operator is, on the date of this Agreement, aware of any reason why any such application may be refused.

7.3	Repetition of representations and warranties
	On and as of each Drawdown Date and (except in relation to the representations and warranties in clause 7.2) on each Interest Payment Date and on the Effective Date (as defined in the Second Supplemental Agreement), the Borrowers shall (a) be deemed to repeat the representations and warranties in clauses 7.1 and 7.2 as if made with reference to the facts and circumstances existing on such day and (b) be deemed to further represent and warrant to each of the Creditors that the then latest audited financial statements delivered to the Agent by the Borrowers (if any) have been prepared in accordance with the Applicable Accounting Principles which have been consistently applied and present fairly and accurately the financial position of the Borrowers and the consolidated financial position of the Group, respectively, as at the end of the financial period to which the same relate and the results of the operations of the Borrowers and the consolidated results of the operations of the Group, respectively, for the financial period to which the same relate and, as at the end of such financial period, neither the Corporate Guarantor nor any of its Subsidiaries had any significant liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements.
8	Undertakings
8.1	General
	The Borrowers jointly and severally undertake with each Creditor that, throughout the Security Period, they will:

8.1.1 Notice of Default

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	promptly inform the Agent of any occurrence of which any of them becomes aware which might adversely affect the ability of any Security Party to perform its obligations under any of the Security Documents or the Underlying Documents to which it is or is to be a party and, without limiting the generality of the foregoing and clause 8.1.5(b), will inform the Agent of any Default forthwith upon becoming aware thereof and will from time to time, if so requested by the Agent, confirm to the Agent in writing that, save as otherwise stated in such confirmation, no Default has occurred and is continuing;
8.1.2	Consents and licences
	without prejudice to clauses 7.1 and 9, obtain or cause to be obtained, maintain in full force and effect and comply in all material respects with the conditions and restrictions (if any) imposed in, or in connection with, every consent, authorisation, licence or approval of governmental or public bodies or authorities or courts and do, or cause to be done, all other acts and things which may from time to time be necessary or desirable under applicable law for the continued due performance of all the obligations of the Security Parties under each of the Security Documents and the Underlying Documents to which it is a party;
8.1.3	Use of proceeds
	use the Loan or, as the case may be, the Advances for their own benefit and under their full responsibility and exclusively for the purposes specified in clauses 1.1 and 2.5;
8.1.4	Pari passu
	ensure that their obligations under this Agreement shall, without prejudice to the provisions of clause 8.3 and the security intended to be created by the Security Documents, at all times rank at least pari passu with all their other present and future unsecured and unsubordinated Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract;
8.1.5	Financial statements, Compliance Certificates and valuations

(a)	prepare or cause to be prepared financial statements of each of the Borrowers and consolidated financial statements of the Group in accordance with the Applicable Accounting Principles consistently applied in respect of each financial year (commencing with the financial year ended 31 December 2007) and, in the case of the consolidated financial statements of the Group, cause the same to be reported on by their auditors and prepare or cause to be prepared consolidated financial statements of the Group in respect of each financial half-year (commencing with the financial half-year ending 30 June 2008) on the same basis as the annual statements and deliver as many copies of the same as the Agent may reasonably require as soon as practicable but not later than one hundred and eighty (180) days (in the case of audited financial statements) or ninety (90) days (in the case of unaudited financial statements) after the end of the financial period to which they relate;
(b)	without prejudice to clause 8.1.1, at the same time as the Borrowers and/or the Corporate Guarantor provide the Agent with audited financial statements pursuant to paragraph (a) above and clause 5.1.4 of the Corporate Guarantee and at any other time as and when the Agent (acting on the instructions of the Majority Banks in their absolute discretion) shall require, provide the Agent with a certificate signed by a member of the board or other officer of each Borrower and the Corporate Guarantor, confirming that, save as otherwise stated in such certificate, no Default has occurred and is continuing; and
(c)	at the same time as the Borrowers and/or the Corporate Guarantor provide the Agent with audited financial statements pursuant to paragraph (a) above and clause 5.1.4 of the Corporate Guarantee, provide the Agent with valuations of each Ship made (at the expense of the Borrowers) in the manner specified in clause 8.2.2;

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8.1.6	Delivery of reports
	deliver to the Agent sufficient copies for all the Banks of every report, circular, notice or like document issued by any Security Party to its creditors in general (but such obligation shall not apply in respect of notices sent by the Borrowers or any of them to a creditor thereof on an individual basis);
8.1.7	Provision of further information
	provide the Agent, and procure that the Corporate Guarantor shall provide the Agent, with such financial or other information and any major financial developments concerning any Borrower, the other Security Parties, any other members of the Group and their respective commitments, affairs, activities, financial standing, Indebtedness and operations and the performance of the Ships (including, without limitation, sale and purchase of ships, new borrowings, the refinancing or restructuring of existing borrowings and the employment of any ships) as the Agent or any Bank (acting through the Agent) may from time to time reasonably require;
8.1.8	Obligations under Security Documents
	and will procure that each of the other Security Parties will, duly and punctually perform each of the obligations expressed to be assumed by it under the Security Documents and the Underlying Documents to which it is a party;
8.1.9	Compliance with Code
	and will procure that any Operator will, comply with and ensure that the Ships and any Operator comply with the requirements of the Code, including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto throughout the Security Period;
8.1.10	Withdrawal of DOC and SMC
	and will procure that any Operator will, immediately inform the Agent if there is any threatened or actual withdrawal of such Operator’s DOC or the SMC in respect of any of the Ships;
8.1.11	Issuance of DOC and SMC
	and will procure that any Operator will, promptly inform the Agent upon the issue to any of the Borrowers or any Operator of a DOC and to any of the Ships of an SMC or the receipt by any of the Borrowers or any Operator of notification that its application for the same has been refused;
8.1.12	ISPS Code Compliance
	and will procure that the relevant Manager or any Operator will, with effect from the Delivery Date of a Ship and at all times thereafter:

(a)	maintain at all times a valid and current ISSC in respect of that Ship;
(b)	immediately notify the Agent in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC in respect of a Ship; and
(c)	procure that each Ship will comply at all times with the ISPS Code;

8.1.13	“KYC” requirements
	deliver to the Agent such documents and evidence as any Bank shall from time to time require, based on applicable law and regulations and such Bank’s own internal guidelines

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from time to time, in each case, relating to the verification of identity and knowledge of such Bank’s customers;

8.1.14	Charters etc.
	provided it has first obtained the relevant consent of the Security Agent in accordance with the relevant Ship Security Documents, (a) deliver to the Agent a certified copy of each charter or other contract of employment of a Ship with a tenor exceeding twelve (12) months, forthwith after its execution, (b) forthwith on the Agent’s demand made following the occurrence of an Event of Default which is continuing execute (i) a specific assignment of any such charter or other contract of employment in favour of the Security Agent in a form acceptable to the Agent in its reasonable discretion and (ii) any notice of assignment required in connection therewith in a form acceptable to the Agent in its reasonable discretion and promptly procure the acknowledgement of any such notice of assignment by the relevant charterer in a form acceptable to the Agent in its sole discretion, (c) forthwith on the Agent’s request, deliver to the Agent such documents of the type specified in schedule 3 in relation to any such charter, contract, assignment, notice or acknowledgement as the Agent may require and (d) pay all legal and other costs incurred by the Agent and/or the Security Agent in connection with any such specific assignments, forthwith following the Agent’s demand;
8.1.15	Assets, books and records
	upon the request of the Agent (acting on the instructions of the Majority Banks), permit the Agent and any of its representatives, professional advisors and contractors to have access to, and permit inspection by them of, the assets (including the Ships), books and records of each Borrower and any other Security Party at reasonable times and upon reasonable notice; and
8.1.16	Compliance with laws and regulations — Taxes
	and will procure that the Corporate Guarantor will, comply with the terms and conditions of all laws, regulations, agreements, licences and concessions material to the carrying on of their respective businesses and will pay any and all Taxes owing by it in any jurisdiction at the time they are due.

8.2 Security value maintenance

8.2.1

Security shortfall

If at any time the Security Value shall be less than the Security Requirement (unless the sole cause of such deficiency is that a Mortgaged Ship has become a Total Loss and the Borrowers are in compliance with their obligations under clause 4.3 in respect of such Total Loss), the Agent (acting on the instructions of the Majority Banks) shall give notice to the Borrowers requiring that such deficiency be remedied and then the Borrowers shall, within a period of thirty (30) days of the date of receipt by the Borrowers of the Agent’s said notice, either:

(a)

prepay such sum in Dollars as will result in the Security Requirement after such prepayment (taking into account any other repayment of the Loan made between the date of the notice and the date of such prepayment) being equal to the Security Value, or (at their discretion);

(b)

constitute to the satisfaction of the Agent such further security for the Loan as shall be acceptable to the Banks having a value for security purposes (as determined by the Agent in its discretion) at the date upon which such further security shall be constituted which, when added to the Security Value, shall not be less than the Security Requirement as at such date. Such additional security shall be constituted by:

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(i)	pledged cash deposits in favour of the Banks and the Agent in an amount equal to such shortfall, in such account, and pledged in such manner as may be determined by the Agent (acting on the instructions of the Majority Banks); and/or
(ii)	any other security acceptable to the Banks in their absolute discretion to be provided in a manner determined by the Agent (acting on the instructions of the Majority Banks).

	The provisions of clause 4.4 and any relevant provisions of clause 4.5 shall apply to prepayments under clause 8.2.1(a).
8.2.2	Valuation of Mortgaged Ships
	Each of the Mortgaged Ships shall, for the purposes of this Agreement, be valued in Dollars as and when the Agent (acting on the instructions of the Majority Banks) shall require by any two (2) of the Approved Shipbrokers, one nominated by the Agent in its sole discretion and the other nominated by the Borrowers or, failing such nomination, by the Agent in its sole discretion. Each such valuation shall be made without, unless required by the Agent, physical inspection, and on the basis of a sale for prompt delivery for cash at arm’s length, on normal commercial terms as between a willing buyer and a willing seller, without taking into account the benefit of any charterparty or other engagement concerning the relevant Mortgaged Ship. The arithmetic mean of the two valuations shall constitute the value of such Mortgaged Ship for the purposes of this clause 8.2 provided however that if the two (2) valuations obtained in relation to a Mortgaged Ship vary by more than ten per cent (10%) (by reference to the higher figure), the Agent and the Borrowers shall jointly appoint a third Approved Shipbroker to value such Mortgaged Ship on the same basis as the other two (2) valuations and, in that case, the arithmetic mean of all three (3) such valuations shall then constitute the value of such Mortgaged Ship for the purposes of this clause 8.2.
	The value of any Mortgaged Ship determined in accordance with the provisions of this clause 8.2.2 shall be binding upon the parties hereto until such time as any further such valuations shall be obtained.
8.2.3	Information
	The Borrowers jointly and severally undertake with the Creditors to supply to the Agent and to any such Approved Shipbroker such information concerning the relevant Mortgaged Ship and its condition as such Approved Shipbroker may require for the purpose of making any such valuation.
8.2.4	Costs
	All costs in connection with the Agent obtaining any valuation of any of the Mortgaged Ships referred to in clause 8.2.2 and clause 8.1.5, any valuation referred to in schedule 3 and any valuation either of any additional security for the purposes of ascertaining the Security Value at any time or necessitated by the Borrowers electing to constitute additional security pursuant to clause 8.2.1(b), shall be borne by the Borrowers Provided that if no Default shall have occurred and be continuing, the Borrowers shall bear the cost of only four (4) or (as the case may be) six (6) such valuations for each Ship in each calendar year (i.e. each time one by each of the two or (as the case may be) three Approved Shipbrokers per each Ship).
8.2.5	Valuation of additional security
	For the purposes of this clause 8.2, the market value of any additional security (not being a ship) provided or to be provided to the Creditors or any of them shall be determined by the Agent in its absolute discretion without any necessity for the Agent assigning any reason therefore. If such additional security consists of a ship, the value of such ship shall be determined in accordance with clause 8.2.2 and all costs of such valuation will be paid by

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the Borrowers in accordance with clause 8.2.4. If the additional security is in the form of a Dollar cash deposit, full credit shall be given for such cash on a “Dollar for Dollar” basis.

8.2.6	Documents and evidence
	In connection with any additional security provided in accordance with this clause 8.2, the Agent shall be entitled to receive such evidence and documents of the kind referred to in schedule 3 as may in the Agent’s opinion be appropriate and such favourable legal opinions as the Agent shall in its absolute discretion require.
8.2.7	Release of additional security
	If the Security Value shall at any time exceed the Security Requirement, and the Borrowers shall have previously provided further security to the Banks and the Agent pursuant to clause 8.2.1(b), the Agent (acting on the instructions of the Majority Banks) shall, as soon as reasonably practicable after notice from the Borrowers to do so and subject to being indemnified to its reasonable satisfaction against the cost of doing so, release (or procure the release by the Security Agent of) any such further security specified by the Borrowers provided that the Agent is satisfied that, immediately following such release (a) the Security Value will continue to exceed the Security Requirement and (b) no Event of Default will occur as a result of such release.

8.3	Negative undertakings
	The Borrowers jointly and severally undertake with each Creditor that, throughout the Security Period, they will not, without the prior written consent of the Agent (acting on the instructions of the Majority Banks):

8.3.1	Negative pledge
	permit any Encumbrance (other than a Permitted Encumbrance including, for the avoidance of doubt, Permitted Liens) to subsist, arise or be created or extended over all or any part of the present or future undertakings, assets, rights or revenues of the Borrowers to secure or prefer any present or future Indebtedness or other liability or obligation of any Security Party or any other person;
8.3.2	No merger
	merge or consolidate with any other person or enter into any demerger, amalgamation or corporate re-domiciliation of any kind whatsoever;
8.3.3	Disposals
	sell, transfer, abandon, lend or otherwise dispose of or cease to exercise direct control over any part of their present or future undertaking, assets, rights or revenues (otherwise than by transfers, sales or disposals for full consideration in the ordinary course of trading but, in any event, not in respect of assets or rights which are subject to security created by the Security Documents) whether by one or a series of transactions related or not Provided however that neither the Agent (acting on the instructions of the Banks) nor the Banks nor any other Creditor shall withhold their consent to the sale of a Mortgaged Ship by a Borrower in accordance with clause 4.3.3, in which case the Agent and the Banks will procure, upon receipt of the sale proceeds and after being satisfied that any other amount owing to the Creditors under the Security Documents pursuant to clauses 4.3 or 4.4 as a result of such sale has been fully repaid, the discharge of the relevant Mortgage over such Ship (at the cost and expense of the Borrowers);
8.3.4	Other business
	undertake any business other than the ownership and operation of the Ships and the chartering of the Ships to third parties;

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8.3.5	Acquisitions
	acquire any further assets other than the Ships and rights arising under contracts entered into by or on behalf of the Borrowers in the ordinary course of their businesses of owning, operating and chartering the Ships;
8.3.6	Other obligations
	incur any obligations except for obligations arising under the Underlying Documents or the Security Documents or contracts entered into in the ordinary course of their business of owning, operating and chartering the Ships;
8.3.7	No borrowing
	incur any Borrowed Money except for Borrowed Money pursuant to or permitted by the Security Documents Provided however that each Borrower, subject to no Event of Default having occurred and continuing, shall be entitled to obtain loans or advances or borrow money from its directors or shareholders or from its Related Companies if such borrowings are fully subordinated to the rights of the Creditors under the Security Documents;
8.3.8	Repayment of borrowings
	repay or prepay the principal of, or pay interest on or any other sum in connection with, any of their Borrowed Money except for Borrowed Money pursuant to the Security Documents Provided however that each Borrower, subject to no Event of Default having occurred and continuing, shall be entitled to repay to its directors or shareholders or any of its Related Companies, any Borrowed Money borrowed from them in accordance with clause 8.3.7;
8.3.9	Guarantees
	issue any guarantees or indemnities or otherwise become directly or contingently liable for the obligations of any person, firm, or corporation except pursuant to the Security Documents and except for guarantees or indemnities from time to time required in the ordinary course by any protection and indemnity or war risks association with which a Ship is entered, guarantees required to procure the release of a Ship from any arrest, detention, attachment or levy or guarantees or undertakings required for the salvage of a Ship;
8.3.10	Loans
	make any loans or grant any credit (save for normal trade credit in the ordinary course of business) to any person or agree to do so Provided however that each Borrower, subject to no Event of Default having occurred and continuing, shall be entitled to make loans to the Corporate Guarantor or such Borrower’s other Related Companies provided that any such loan is granted on an arm’s length basis in the ordinary course of business and is fully subordinated to the rights of the Creditors under the Security Documents;
8.3.11	Sureties
	unless otherwise expressly permitted by this Agreement, permit any Borrowed Money of any Borrower to any person (other than the Creditors pursuant to the Security Documents) to be guaranteed by any person save for guarantees or indemnities from time to time required in the ordinary course by any protection and indemnity or war risks association with which a Ship is entered, guarantees required to procure the release of a Ship from any arrest, detention, attachment or levy or guarantees or undertakings required for the salvage of a Ship;
8.3.12	Share capital and distribution
	purchase or otherwise acquire for value any shares of their capital or, following the occurrence of a Default declare or pay any dividends or distribute any of their present or

38

		future assets, undertakings, rights or revenues to any of their shareholders Provided always that the Borrowers may, following prior notice to the Agent, declare or pay dividends to their respective shareholders if no Default has occurred at the time of, or would result from, the declaration or payment of such dividends and subject to giving prior written notice to the Agent;
8.3.13		Subsidiaries
		form or acquire any Subsidiaries;
8.3.14		Constitutional documents
		change, cause or permit any change in the constitutional or other related documents of the Corporate Guarantor existing on the date of this Agreement and/or the Second Supplemental Agreement; or
8.3.15		Intra-Group transaction
		enter into any transactions, agreements or arrangements with any of their Related Companies or other members of the Group other than on an arm’s length basis and for full value and consideration.
9	Conditions
9.1	Documents and evidence
	The obligation of each Bank to make its Commitment available shall be subject to the condition that the Agent, or its duly authorised representative, shall have received:
9.1.1		not later than two (2) Banking Days before the day on which the Drawdown Notice for the first Advance to be drawn down is given, the documents and evidence specified in Part 1 of schedule 3 in form and substance satisfactory to the Agent; and
9.1.2		on or prior to the drawdown of each Advance, the documents and evidence specified in Part 2 of schedule 3 in relation to the Ship relevant to such Advance, in form and substance satisfactory to the Agent.
9.2	General conditions precedent
	The obligation of the Banks to make any Advance available shall be subject to the further conditions that, at the time of the giving of the Drawdown Notice for such Advance, and at the time of the making of such Advance:
9.2.1		the representations and warranties contained in (a) clauses 7.1, 7.2 and 7.3(b) and (b) clause 4.4 of the Corporate Guarantee, are true and correct on and as of each such time as if each was made with respect to the facts and circumstances existing at such time; and
9.2.2		no Default shall have occurred and be continuing or would result from the making of the relevant Advance.
9.3	Waiver of conditions precedent
	The conditions specified in this clause 9 are inserted solely for the benefit of the Banks and may be waived by the Agent (acting on the instructions of all the Banks) in whole or in part and with or without conditions.
9.4	Further conditions precedent

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	Not later than five (5) Banking Days prior to each Drawdown Date and not later than five (5) Banking Days prior to each Interest Payment Date, the Agent (acting on the instructions of the
	Majority Banks) may request and the Borrowers shall, not later than two (2) Banking Days prior to such date, deliver to the Agent on such request further relevant certificates and/or favourable opinions as to any or all of the matters which are the subject of clauses 7, 8, 9 and 10.
10	Events of Default
10.1	Events
	There shall be an Event of Default if:

10.1.1	Non-payment: any Security Party fails to pay any sum payable by it under any of the Security Documents to which it is a party at the time, in the currency and in the manner stipulated in the Security Documents or the Underlying Documents (and so that, for this purpose, sums payable on demand shall be treated as having been paid at the stipulated time if paid within three (3) Banking Days of demand); or
10.1.2	Breach of Insurance and certain other obligations: any of the Borrowers or any other person fails to obtain and/or maintain the Insurances (as defined in, and in accordance with the requirements of, the relevant Ship Security Documents) for any of the Mortgaged Ships or if any insurer in respect of such Insurances cancels such Insurances or disclaims liability by reason, in either case, of mis-statement in any proposal for such Insurances or for any other failure or default on the part of any of the Borrowers or any other person or any of the Borrowers commits any breach of or omits to observe any of the obligations or undertakings expressed to be assumed by them under clauses 8.2 or 8.3 or the Corporate Guarantor commits any breach of or omits to observe any of the obligations or undertakings expressed to be assumed by it under clauses 5.2 or 5.3 or 5.4 or 5.5 of the Corporate Guarantee; or
10.1.3	Breach of other obligations: any Security Party or any Manager commits any breach of or omits to observe any of its obligations or undertakings expressed to be assumed by it under any of the Security Documents (other than those referred to in clauses 10.1.1, 10.1.2 and 10.1.3 above) and, in respect of any such breach or omission which in the opinion of the Agent (acting on the instructions of the Majority Banks) is capable of remedy, such action as the Agent (acting on the instructions of the Majority Banks) may require shall not have been taken within fourteen (14) days of the Agent notifying the relevant Security Party or the relevant Manager of such default and of such required action; or
10.1.4	Misrepresentation: any representation or warranty made or deemed to be made or repeated by or in respect of any Security Party or any Manager in or pursuant to any of the Security Documents to which it is a party or in any notice, certificate or statement referred to in or delivered under any of the Security Documents to which it is a party is or proves to have been incorrect or misleading in any material respect; or
10.1.5	Cross-default: any Borrowed Money of any Security Party is not paid when due or any Borrowed Money of any Security Party becomes (whether by declaration or automatically in accordance with the relevant agreement or instrument constituting the same) due and payable prior to the date when it would otherwise have become due (unless as a result of the exercise by the relevant Security Party of a voluntary right of prepayment), or any creditor of any Security Party becomes entitled to declare any such Borrowed Money due and payable or any facility or commitment available to any Security Party relating to Borrowed Money is withdrawn, suspended or cancelled by reason of any default (however described) of the person concerned unless the relevant Security Party shall have satisfied the Agent that such withdrawal, suspension or cancellation will not affect or prejudice in any way the relevant Security Party’s ability to pay its debts as they fall due and fund its commitments, or any guarantee given by any Security Party in respect of Borrowed Money is not honoured when due and called upon and, in the case of the Corporate Guarantor only, the amount, or aggregate amount at any one time, of all Borrowed Money of the Corporate Guarantor in relation to which any of the foregoing events shall have occurred and be

40

	continuing is equal to or greater than Three million Dollars ($3,000,000) or its equivalent in the currency in which the same is denominated and payable; or
10.1.6	Legal process: any judgment or order made against any Security Party (being, in any such case relating to the Corporate Guarantor, in an amount, or aggregate amount at any one time, of not less than Three million Dollars ($3,000,000)) is not stayed or complied with within fourteen (14) days or a creditor (acting in good faith) attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced upon or sued out against, any of the undertakings, assets, rights or revenues of any Security Party and is not discharged within seven (7) days; or
10.1.7	Insolvency: any Security Party is unable or admits inability to pay its debts as they fall due; suspends making payments on any of its debts or announces an intention to do so; becomes insolvent; has assets the value of which is less than the value of its liabilities (taking into account contingent and prospective liabilities); or suffers the declaration of a moratorium in respect of any of its Indebtedness; or any corporate action, legal proceedings or other procedure or step is taken in relation to any of the above; or
10.1.8	Reduction or loss of capital: a meeting is convened by any Security Party for the purpose of passing any resolution to purchase, reduce or redeem any of its share capital; or
10.1.9	Winding up: any corporate action, legal proceedings or other procedure or step is taken for the purpose of winding-up any Security Party or an order is made or resolution passed for the winding up of any Security Party or a notice is issued convening a meeting for the purpose of passing any such resolution unless, in the case of an involuntary petition, the petition is being contested in good faith and on substantial grounds and is dismissed or withdrawn within forty five (45) days of the presentation of the petition; or
10.1.10	Administration: any petition is presented, notice given or other step is taken for the purpose of the appointment of an administrator of any Security Party or an administration order is made in relation to any Security Party; or
10.1.11	Appointment of receivers, managers etc.: any administrative or other receiver, liquidator, compulsory manager or other similar officer is appointed of any Security Party or any part of its assets and/or undertaking or any other steps are taken to enforce any Encumbrance over all or any part of the assets of any Security Party; or
10.1.12	Compositions: any corporate action, legal proceedings or other procedures or steps are taken, or negotiations commenced, by any Security Party or by any of its creditors with a view to the general readjustment or rescheduling of all or part of its indebtedness or to proposing any kind of composition, compromise or arrangement involving such company and any of its creditors Provided however that if the Borrowers are able to provide such evidence as is satisfactory in all respects to the Agent (acting on the instructions of the Majority Banks) that such rescheduling will not relate to any payment default or anticipated default, the same shall not constitute an Event of Default; or
10.1.13	Analogous proceedings: there occurs, in relation to any Security Party, in any country or territory in which any of them carries on business or to the jurisdiction of whose courts any part of their assets is subject, any event which, in the reasonable opinion of the Agent, appears in that country or territory to correspond with, or have an effect equivalent or similar to, any of those mentioned in clauses 10.1.6 to 10.1.13 (inclusive) in respect of that Security Party or any Security Party otherwise becomes subject, in any such country or territory, to the operation of any law relating to insolvency, bankruptcy or liquidation; or
10.1.14	Cessation of business: any Security Party suspends or ceases or threatens to suspend or cease to carry on its business; or
10.1.15	Seizure: all or a material part of the undertaking, assets, rights or revenues of, or shares or other ownership interests in, any Security Party are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any government Provided however that

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	there will not be an Event of Default if such events lead to the Total Loss of a Ship and the Borrowers comply with their relevant prepayment obligations under clause 4.3.2 in respect of such Total Loss; or
10.1.16	Invalidity: any of the Security Documents shall at any time and for any reason become invalid or unenforceable or otherwise cease to remain in full force and effect, or if the validity or enforceability of any of the Security Documents shall at any time and for any reason be contested by any Security Party or any other person which is a party thereto, or if any such Security Party or such other person shall deny that it has any, or any further, liability thereunder; or
10.1.17	Unlawfulness: it becomes impossible or unlawful at any time for any Security Party, to fulfil any of the covenants and obligations expressed to be assumed by it in any of the Security Documents or for a Creditor to exercise the rights or any of them vested in it under any of the Security Documents or otherwise; or
10.1.18	Repudiation: any Security Party repudiates any of the Security Documents or does or causes or permits to be done any act or thing evidencing an intention to repudiate any of the Security Documents; or
10.1.19	Encumbrances enforceable: any Encumbrance (other than Permitted Liens) in respect of any of the property (or part thereof) which is the subject of any of the Security Documents becomes enforceable; or
10.1.20	Material adverse change: there occurs an event or series of events which, in the opinion of the Agent (following consultation with the Banks), might have a material adverse effect on:

(a)	the business, assets, operations, performance, prospects or condition (financial or otherwise) of any Security Party or any other member of the Group or the Group as a whole; or
(b)	the ability of any Security Party to comply with or perform any of its obligations under the terms of any of the Security Documents, or
(c)	the legality, validity or enforceability of any of the Security Documents or the rights or remedies of the Creditors or any of them thereunder; or
(d)	any Relevant Jurisdiction (or on any of the financial markets thereof); or

10.1.21	Arrest: any Ship is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim or otherwise taken from the possession of the relevant Borrower and the relevant Borrower shall fail to procure the release of such Ship within a period of fourteen (14) Banking Days thereafter; or
10.1.22	Registration: the registration of any Ship under the laws and flag of the relevant Flag State is cancelled or terminated without the prior written consent of the Banks or, if any Ship is, with the prior consent of the Agent, only provisionally registered on its Delivery Date, such Ship is not permanently registered under the laws and flag of the relevant Flag State within ninety (90) days after the Drawdown Date of the Advance relevant to such Ship; or
10.1.23	Unrest: the Flag State of any Ship becomes involved in hostilities or civil war or there is a seizure of power in the Flag State by unconstitutional means if, in any such case, such event could in the opinion of the Agent reasonably be expected to have a material adverse effect on the security constituted by any of the Security Documents and the relevant Borrower has failed within thirty (30) days from receiving notice from the Agent to this effect to (a) delete its Ship from its existing Flag State and (b) re-register its Ship under another Flag State approved by the Banks in their reasonable discretion through a relevant Registry, in each case, at the Borrowers’ cost and expense; or

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10.1.24	Environmental Incidents: there is an Environmental Incident which gives rise, or may give rise, to an Environmental Claim which could, in the opinion of the Agent, be reasonably expected to have a material adverse effect (i) on the business, assets, operations, property or financial condition of any of the Borrowers or any Security Party or any of their respective Environmental Affiliates or (ii) on the security constituted by any of the Security Documents or the enforceability of that security in accordance with its terms; or
10.1.25	P&I: any Borrower or any other person fails or omits to comply with any requirements of the protection and indemnity association or other insurer with which a Ship is entered for insurance or insured against protection and indemnity risks (including oil pollution risks) to the effect that any cover (including, without limitation, any cover in respect of liability for Environmental Claims arising in jurisdictions where such Ship operates or trades) is or may be liable to cancellation, qualification or exclusion at any time; or
10.1.26	Shareholdings: at any time:

(a)	any Borrower ceases to be a wholly-owned direct Subsidiary of the Corporate Guarantor; or
(b)	the Ultimate Shareholders cease to be the ultimate beneficial owners of at least 50.1% of the issued voting share capital of the Shareholder (or of any other lower percentage which is not less than 40%, but only provided that any such lower percentage and reduction has resulted solely from a rights issue or other capital increase of the Shareholder); or
(c)	the Shareholder ceases to be the direct legal and beneficial owner of 50% of the issued voting share capital of the Corporate Guarantor; or
(d)	the Ultimate Shareholders cease to be the ultimate beneficial owners of the remaining 50% of the issued voting share capital of the Corporate Guarantor (whether directly or indirectly); or

10.1.27		Accounts: any moneys are withdrawn from any of the Accounts other than in accordance with clause 14 and the Account Pledges; or
10.1.28		Licenses, etc: any license, authorisation, consent or approval at any time necessary to enable any Security Party to comply with its obligations under the Security Documents or the Underlying Documents is revoked or withheld or modified or is otherwise not granted or fails to remain in full force and effect or if any exchange control or other law or regulation shall exist which would make any transaction under the Security Documents or the Underlying Documents or the continuation thereof, unlawful or would prevent the performance by any Security Party of any term of any of the Security Documents or the Underlying Documents.
10.2	Acceleration
	The Agent may, and if so requested by the Majority Banks shall, without prejudice to any other rights of the Banks, at any time after the occurrence of an Event of Default which then continuing, by written notice to the Borrowers declare that:
10.2.1		the obligation of each Bank to make its Commitment available shall be terminated, whereupon the Total Commitment shall be reduced to zero forthwith; and/or
10.2.2		the Loan and all interest accrued and all other sums payable under the Security Documents have become due and payable, whereupon the same shall, immediately or at any other time specified in such notice, become due and payable.
10.3	Demand basis
	If, pursuant to clause 10.2.2, the Agent declares the Loan to be due and payable on demand, the Agent may (and if so instructed by the Majority Banks shall) by written notice to the

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	Borrowers (a) call for repayment of the Loan on such date as may be specified whereupon the Loan shall become due and payable on the date so specified together with all interest accrued and all other sums payable under this Agreement or (b) withdraw such declaration with effect from the date specified in such notice.
11	Indemnities
11.1	Miscellaneous indemnities
	The Borrowers shall on demand indemnify each Creditor, without prejudice to any of such Creditor’s other rights under any of the Security Documents, against any loss (including loss of Margin) or expense which such Creditor shall certify as sustained or incurred by it as a consequence of:

11.1.1	any default by any Security Party in payment of any sum under any of the Security Documents when due;
11.1.2	the occurrence of any other Event of Default;
11.1.3	any prepayment of the Loan or part thereof being made under clauses 3.6.2, 4.2, 4.3, 8.2.1(a) or 12.1 or any other repayment or prepayment of the Loan or part thereof being made otherwise than on an Interest Payment Date relating to the part of the Loan prepaid or repaid; or
11.1.4	any Advance not being made for any reason (excluding any default by the Agent or any Bank) after the Drawdown Notice for such Advance has been given,

	including, in any such case, but not limited to, any loss or expense sustained or incurred by the relevant Creditor in maintaining or funding its Contribution or, as the case may be, Commitment (or any part thereof) or in liquidating or re-employing deposits from third parties acquired to effect or maintain its Contribution or, as the case may be, its Commitment (or any part thereof) or any other amount owing to such Creditor.
11.2	Currency indemnity
	If any sum due from any of the Borrowers under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency (the “first currency”) in which the same is payable under the relevant Security Document or under such order or judgment into another currency (the “second currency”) for the purpose of (a) making or filing a claim or proof against the Borrowers or any of them, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrowers shall indemnify and hold harmless each Creditor from and against any loss suffered as a result of any difference between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which the relevant Creditor may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. Any amount due from the Borrowers under this clause 11.2 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of any of the Security Documents and the term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.
11.3	Environmental indemnity
	The Borrowers shall indemnify each Creditor on demand in respect of all costs, claims, losses, demands, liabilities, penalties and fines of whatever nature (including, without limitation, those arising under, Environmental Laws) which may be incurred or made against such Creditor at any time, relating to, or arising directly or indirectly in any manner or for any cause or reason

44

whatsoever out of an Environmental Claim made or asserted against such Creditor which would or could not have been brought against such Creditor if it had not entered into any of the Security Documents and/or been involved in any of the transactions contemplated by the Security Documents.

11.4	Waiver
	In no event shall a Creditor or any of its Related Companies or any of their respective officers or directors be liable on any theory of liability for any special, indirect, consequential or punitive damages and each Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favour.
11.5	General indemnity
	The Borrowers jointly and severally hereby indemnify and agree to hold harmless the Creditors and each of their respective Related Companies and each of their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs, legal and other expenses (altogether the “Losses”), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened in relation to the Security Documents or any of them (or the transactions contemplated hereby or thereby) or any use made or proposed to be made with the proceeds of the Loan. This indemnity shall apply whether or not such claims, investigation, litigation or proceeding is brought by the Borrowers or any of them, any other Security Party, any other member of the Group, any of their respective shareholders or creditors, an Indemnified Party or any other person, or an Indemnified Party is otherwise a party thereto, except to the extent that such Losses are found in a final, non appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or wilful misconduct.
12	Unlawfulness, increased costs and mitigation
12.1	Unlawfulness
	If it is or becomes contrary to any law or regulation for any Bank to contribute to the Loan or any part thereof or to maintain its Commitment or fund the Loan or any part thereof, such Bank shall promptly, through the Agent, give notice to the Borrowers whereupon (a) such Bank’s Contribution shall be reduced to zero and (b) the Borrowers shall be obliged to prepay such Bank’s Commitment either (i) forthwith or (ii) on a future specified date not being earlier than the latest date permitted by the relevant law or regulation together with interest accrued to the date of prepayment and all other sums payable by the Borrowers under this Agreement and the other Security Documents.
	If circumstances arise which would result in a notification under this clause 12.1 then, without in any way limiting, reducing or otherwise qualifying the obligations of the Borrowers under clause 6 and this clause 12.1, the affected Bank in consultation with the Agent and the other Banks shall endeavour to take such reasonable steps as may be open to it to mitigate or remove such circumstances (including the transfer of the affected Bank’s rights and obligations under this Agreement to another bank or financial institution unless to do so might (in the reasonable opinion of such Bank) be prejudicial to the affected Bank (or, as the case may be, its holding company) or be in conflict with such Bank’s (or, as the case may be, its holding company’s) general banking policies or involve any Bank (or, as the case may be, its holding company) in expense or increased administrative burden.
12.2	Increased costs
	If the result of any change in, or in the interpretation or application of, or the introduction of, any law or any regulation, request or requirement (whether or not having the force of law, but, if not

45

having the force of law, with which a Bank or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits, or other banking or monetary controls or requirements which affect the manner in which such Bank allocates capital resources to its obligations hereunder or those resulting from the implementation of any amendment of the “International Convergence of Capital Measurement and Capital Standards” Basel Committee on Banking Supervision (July 1988, as amended) or any amendatory or substitute agreement in respect thereof including, but without limitation, the proposed new Basle Capital Accord (“Basle II”), is to:

12.2.1	subject any Bank to Taxes or change the basis of Taxation of any Bank with respect to any payment under any of the Security Documents (other than Taxes or Taxation on the overall net income, profits or gains of such Bank imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or
12.2.2	increase the cost to, or impose an additional cost on, any Bank or its holding company in making or keeping such Bank’s Commitment available or maintaining or funding all or part of such Bank’s Contribution; and/or
12.2.3	reduce the amount payable or the effective return to any Bank under any of the Security Documents; and/or
12.2.4	reduce any Bank’s or its holding company’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to such Bank’s obligations under any of the Security Documents; and/or
12.2.5	require any Bank or its holding company to make a payment or forego a return on or calculated by reference to any amount received or receivable by such Bank under any of the Security Documents; and/or
12.2.6	require any Bank or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of its Commitment or its Contribution from its capital for regulatory purposes,

then and in each such case (subject to clause 12.3):

(a)	such Bank shall notify the Borrowers in writing of such event promptly upon its becoming aware of the same; and
(b)	such Bank shall negotiate with the Borrowers in good faith with a view to restructuring the transaction constituted by the Security Documents in a way which will prevent in a manner satisfactory to such Bank and the Borrowers the incurrence of the relevant increased costs by the Borrowers, without decreasing the amounts nor any net returns due to such Bank under the Security Documents or the amounts which, but for such increased costs would have been so due, and without otherwise adversely affecting the rights, interests and security of such Bank under the transaction as constituted by the Security Documents and without increasing the cost to the Borrowers of, or otherwise adversely affecting the rights and interests of the Borrowers under, the transactions and (unless such Bank nominates a longer period, which it shall be at liberty to do) such negotiations shall continue for a period of up to thirty (30) days after such Bank has given notice under paragraph (a) above or for such lesser period as is permitted under any applicable law having regard to the increased costs concerned (such period hereinafter referred to in this clause 12.2 as the “Negotiation Period”); and
(c)	if at the end of the Negotiation Period, such Bank and the Borrowers have not reached an agreement on the restructuring of the transaction constituted by the Security Documents on the basis of what is described in paragraph (b) above, then the Borrowers shall, on demand made by such Bank, at any time after the expiry of the Negotiation Period, and whether or not the Loan or any part thereof has then been repaid or prepaid, pay to such Bank the amount which such Bank specifies (in a

46

certificate (which shall be conclusive on the Borrowers in the absence of manifest error) setting forth the basis of the computation of such amount but not including any matters which such Bank or its holding company regards as confidential) is required to compensate the Bank (or its holding company) for such alternative funding, increased cost, reduction, payment or foregone return (as the case may be).

Such Bank will promptly notify the Borrowers of its intention to demand indemnification pursuant to this clause 12.2 and such notification and demand will be (in the absence of manifest error) conclusive and full evidence binding on the Borrowers as to the amount of any increased cost or reduction of payment or foregone return and the method of calculating the same. A claim under this clause 12.2 may be made at any time and must be satisfied by the Borrowers on the then next Interest Payment Date or, alternatively, within three days of the relevant demand made by such Bank. Any amount due from the Borrowers under this clause 12.2 shall be due as a separate debt and shall not be affected by judgement being obtained for any other sums due under or in respect of this Agreement or the other Security Documents.

For the purposes of this clause 12.2 “holding company” means the company or entity (if any) within the consolidated supervision of which a Bank is included.

12.3	Exception
	Nothing in clause 12.2 shall entitle any Bank to receive any amount in respect of compensation for any such liability to Taxes, increased or additional cost, reduction, payment, foregone return or loss to the extent that the same is the subject of an additional payment under clause 6.6.
12.4	Mitigation and Tax credits

12.4.1

Mitigation

If circumstances arise which would, or would upon the giving of notice, result in an increased payment required to be made by the Borrowers to any Bank under clause 6.6 or clause 12.2 then, without in any way limiting the obligations of the Borrowers under either of these clauses, the relevant Bank shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement and the other Security Documents to another of its offices not affected by the circumstances which gave rise to such increased payment, but no Bank shall be under any obligation to take any such action, if in its opinion, to do so would or might:

(a)	be prejudicial to such Bank (or, as the case may be, its holding company); or
(b)	have an adverse effect on such Bank’s or its holding company’s business, operations, administration or financial condition; or
(c)	involve such Bank or its holding company in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent, with any regulation or such Bank’s general banking policies; or
(d)	involve such Bank or its holding company in any expense (unless indemnified to its satisfaction) or tax disadvantage.

12.4.2	Tax credits
	If a Bank receives for its own account a repayment or credit in respect of tax on account for which the Borrowers have made an increased payment under clause 6.6, it shall pay to the Borrowers a sum equal to the repayment or credit received, provided always that:

(a) such Bank can do so without prejudicing the retention of the amount of such repayment or credit and without prejudice to the right of such Bank to obtain any other relief or allowance which may be available to it;

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(b)	such Bank shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a number of transactions;
(c)	nothing in this clause shall entitle the Borrowers to enquire about such Bank’s tax affairs or oblige such Bank to arrange its tax affairs in any particular manner, to disclose any information regarding its tax affair and computations, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time;
(d)	nothing in this clause shall oblige such Bank to make a payment which exceeds any repayment or credit in respect of tax on account of which the Borrowers have made an increased payment under clause 6.6; and
(e)	any allocation or determination made by such Bank under or in connection with this clause shall be binding on the Borrowers.

13	Security, set-off and pro-rata payments
13.1	Application of moneys
	All moneys received by the Agent and/or the Security Agent under or pursuant to any of the Security Documents and expressed to be applicable in accordance with the provisions of this clause 13.1 or in a manner determined in the Agent’s or the Security Agent’s discretion, shall be applied in the following manner:

13.1.1	first, in or towards payment, on a pro rata basis, of all unpaid costs and expenses which may be owing to the Creditors or any of them under any of the Security Documents;
13.1.2	secondly, in or towards payment, on a pro rata basis, of any unpaid fees payable to the Creditors or any of them;
13.1.3	thirdly, in or towards payment, on a pro rata basis, of any arrears of interest owing in respect of the Loan or any part thereof;
13.1.4	fourthly, in or towards repayment, to the Banks, on a pro rata basis, of the Loan (whether the same is due and payable or not);
13.1.5	fifthly, in or towards payment, on a pro rata basis, to any Bank for any loss suffered by reason of any such payment in respect of principal not being effected on an Interest Payment Date relating to the part of the Loan prepaid and which amounts are so payable under this Agreement;
13.1.6	sixthly, in or towards payment, on a pro rata basis, to the Creditors of any other sums owing to them under any of the Security Documents;
13.1.7	seventhly (but subject to the provisions of each Manager’s Undertaking), in or towards payment of any sums, fees or expenses owing by any of the Borrowers to any of the Managers pursuant to the relevant Management Agreement; and
13.1.8	eighthly, the surplus (if any) shall be paid to the Borrowers or to whomsoever else may be entitled to receive such surplus.

13.2 Set-off

13.2.1 The Borrowers authorise each Creditor, without prejudice to any of such Creditor’s rights at law, in equity or otherwise, at any time following the occurrence of an Event of Default which is continuing and with notice to the Borrowers, to apply any credit balance to which the Borrowers or any of them is then entitled standing upon any account of the Borrowers or any of them with any branch of such Creditor in or towards satisfaction of any sum due and

48

	payable from the Borrowers or any of them to such Creditor under any of the Security Documents. For this purpose, each such Creditor is authorised to purchase with the moneys standing to the credit of such account such other currencies as may be necessary to effect such application.
13.2.2	No Creditor shall be obliged to exercise any right given to it by this clause 13.2.
13.2.3	Each Creditor shall notify the Borrowers through the Agent forthwith upon the exercise or purported exercise of any right of set-off under this clause 13.2, giving full details in relation thereto and the Agent shall inform the other Creditors.

13.2.4 This clause 13.2 gives each Creditor a contractual right of set-off only and does not create any equitable charge or other Encumbrance over any credit balance of the Borrowers or any of them.

13.3 Pro rata payments

13.3.1 If at any time any Bank (the “Recovering Bank”) receives or recovers any amount owing to it by the Borrowers under this Agreement by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Bank’s Contribution or any other payment of an amount due to the Recovering Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 12.1, or 12.2) the Recovering Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clauses 6.1 or 6.9 (as the case may be) then:

(a)	within two (2) Banking Days of demand by the Agent, the Recovering Bank shall pay to the Agent an amount equal (or equivalent) to the excess;
(b)	the Agent shall treat the excess amount so paid by the Recovering Bank as if it were a payment made by the Borrowers and shall distribute the same to the Banks (other than the Recovering Bank) in accordance with clause 6.9; and
(c)	as between the Borrowers and the Recovering Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged.

13.3.2	If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Bank (whether to a liquidator or otherwise) each Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Bank repay to the Recovering Bank such Bank’s pro-rata share of the amount which has to be refunded by the Recovering Bank.
13.3.3	Each Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3.
13.3.4	Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such proceedings or commence and diligently pursue separate proceedings to enforce its rights in the same or another court (unless the proceedings instituted by the Recovering Bank are instituted by it without prior notice having been given to such party through the Agent).

13.4 No release

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	For the avoidance of doubt it is hereby declared that failure by any Recovering Bank to comply with the provisions of clause 13.3 shall not release any other Recovering Bank from any of its obligations or liabilities under clause 13.3.
13.5	No charge
	The provisions of this clause 13 shall not, and shall not be construed so as to, constitute a charge by a Bank over all or any part of a sum received or recovered by it in the circumstances mentioned in clause 13.3.
13.6	Further assurance
	The Borrowers jointly and severally undertake with each Creditor that the Security Documents shall both at the date of execution and delivery thereof and so long as any moneys are owing under any of the Security Documents be valid and binding obligations of the respective parties thereto and rights of each Bank enforceable in accordance with their respective terms and that they will, at their expense, execute, sign, perfect and do, and will procure the execution, signing, perfecting and doing by each of the other Security Parties of, any and every such further assurance, document, act or thing as in the reasonable opinion of the Majority Banks may be necessary or desirable for perfecting the security contemplated or constituted by the Security Documents.
13.7	Conflicts
	In the event of any conflict between this Agreement and any of the other Borrowers’ Security Documents, the provisions of this Agreement shall prevail.
14	Accounts
14.1	General
	The Borrowers jointly and severally undertake with each Creditor that they will:

14.1.1

on or before the Drawdown Date of the first Advance to be drawn down, open each of the Accounts; and

14.1.2

procure that all moneys payable to each Borrower in respect of the Earnings (as defined in the relevant Ship Security Documents) of such Borrower’s Ship shall, unless and until the Agent (acting on the instructions of the Majority Banks) directs to the contrary pursuant to the provisions of the relevant Ship Security Documents, be paid to the relevant Earnings Account Provided however that if any of the moneys paid to any of the Earnings Accounts are payable in a currency other than Dollars, the Account Bank shall (and each Borrower in respect of its own Earnings Account hereby irrevocably and unconditionally instructs the Account Bank to) convert such moneys into Dollars at the Account Bank’s spot rate of exchange at the relevant time for the purchase of Dollars with such currency and the term “spot rate of exchange” shall include any premium and costs of exchange payable in connection with the purchase of Dollars with such currency.

14.2	Earnings Accounts: withdrawals
	Any moneys standing to the credit of any Earnings Accounts shall be at the free disposal of the relevant Borrower for any purpose which is not prohibited by the terms of this Agreement and each Borrower may withdraw moneys from its Earnings Account for any such purpose. However, if an Event of Default occurs and is continuing, the Borrowers shall not be entitled to withdraw any moneys from the Earnings Accounts at any time during the Security Period without the prior written consent of the Agent (acting on the instructions of the Majority Banks).
14.3	Retention Account: credits and withdrawals

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14.3.1	The Borrowers hereby jointly and severally undertake with each Creditor that they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Earnings Accounts (or any of them) as at any Retention Date, such moneys shall, up to an amount equal to the Retention Amount for such Retention Date, be transferred to the Retention Account on that Retention Date (and the Borrowers hereby irrevocably authorise the Account Bank to effect each such transfer) and to that extent the Borrowers’ obligations to make the payments referred to in this clause 14.3.1 shall have been fulfilled upon such transfer being effected.
14.3.2	Unless and until there shall occur an Event of Default, each Retention Amount credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrowers hereby irrevocably authorise the Account Bank so to apply the same) upon each Repayment Date and/or on each day that interest is payable pursuant to clause 3.1, in or towards payment to the Agent of the relevant instalment then falling due for repayment or, as the case may be, the relevant amount of interest then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrowers’ corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same.
14.3.3	Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 14.3.2, none of the Borrowers shall be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

14.4	Account terms
	Amounts standing to the credit of the Earnings Accounts and the Retention Account shall (unless otherwise agreed between the Account Bank and the Borrowers) bear interest at the rates from time to time offered by the Account Bank to its customers for Dollar deposits in comparable amounts for comparable periods. Interest shall accrue on the Earnings Accounts and the Retention Account from day to day and be calculated on the basis of actual days elapsed and a three hundred and sixty (360) day year and shall be credited to the relevant Account at such times as the Account Bank and the Borrowers shall agree.
14.5	Pledging of Accounts
	The Accounts and all amounts from time to time standing to the credit thereof shall be subject to the security constituted and the rights conferred by the Account Pledges.
15	Assignment, transfer and lending office
15.1	Benefit and burden
	This Agreement shall be binding upon, and shall enure for the benefit of, the Creditors and the Borrowers and their respective successors in title.
15.2	No assignment by Borrowers
	No Borrower may assign or transfer any of its rights or obligations under this Agreement.
15.3	Transfers by Banks
	Any Bank (the “Transferor Bank”) may at any time, following the prior written consent of the Borrowers (which consent shall not be unreasonably withheld or delayed and the request for which shall be promptly responded to) and the prior written consent of the Agent, cause all or

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any part of its rights, benefits and/or obligations under this Agreement and the Security Documents to be transferred to any other bank or financial institution (a “Transferee Bank”) by delivering to the Agent a Transfer Certificate duly completed and duly executed by the Transferor Bank and the Transferee Bank. No such transfer is binding on, or effective in relation to, the Borrowers or the Agent unless (i) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 15.3 and is signed by or on behalf of the Transferor Bank, the Transferee Bank and the Agent (on behalf of itself, the Borrowers and the other Creditors) and (ii) such transfer of rights under the other Security Documents has been effected and registered in a manner satisfactory in all respects to the Agent and the relevant Transferee Bank. The consent of the Borrowers referred to above shall not be required if (a) the relevant Transferee Bank in relation to a proposed transfer is a Related Company of the relevant Transferor Bank. Upon signature of any such Transfer Certificate by the Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below.

The following further provisions shall have effect in relation to any Transfer Certificate:

15.3.1	a Transfer Certificate may be in respect of a Bank’s rights in respect of all, or part of, its Commitment and shall be in respect of the same proportion of its Contribution;
15.3.2	a Transfer Certificate shall only be in respect of rights and obligations of the Transferor Bank in its capacity as a Bank and shall not transfer its rights and obligations as the Agent, or in any other capacity, as the case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement;
15.3.3	a Transfer Certificate shall take effect in accordance with English law as follows:

(a)	to the extent specified in the Transfer Certificate, the Transferor Bank’s payment rights and all its other rights (other than those referred to in clause 15.3.2 above) under this Agreement are assigned to the Transferee Bank absolutely, free of any defects in the Transferor Bank’s title and of any rights or equities which the Borrowers had against the Transferor Bank;
(b)	the Transferor Bank’s Commitment is discharged to the extent specified in the Transfer Certificate;
(c)	the Transferee Bank becomes a Bank with a Contribution and/or a Commitment of the amounts specified in the Transfer Certificate;
(d)	the Transferee Bank becomes bound by all the provisions of this Agreement and the Security Documents which are applicable to the Banks generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Arranger, the Agent and the Security Agent in accordance with the provisions of clause 16 and to the extent that the Transferee Bank becomes bound by those provisions, the Transferor Bank ceases to be bound by them;
(e)	an Advance or part of an Advance which the Transferee Bank makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Bank, assuming that any defects in the Transferor Bank’s title and any rights or equities of any Security Party against the Transferor Bank had not existed; and
(f)	the Transferee Bank becomes entitled to all the rights under this Agreement which are applicable to the Banks generally, including but not limited to those relating to the Majority Banks and those under clauses 3.6, 5 and 12 and to the extent that the Transferee Bank becomes entitled to such rights, the Transferor Bank ceases to be entitled to them;

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15.3.4

the rights and equities of the Borrowers or of any other Security Party referred to above include, but are not limited to, any right of set-off and any other kind of cross-claim; and

15.3.5

the Borrowers, the Account Bank, the Arranger, the Security Agent and the Banks hereby irrevocably authorise and instruct the Agent to sign any such Transfer Certificate on their behalf and undertake not to withdraw, revoke or qualify such authority or instruction at any time. Promptly upon its signature of any Transfer Certificate, the Agent shall notify the Borrowers, the Transferor Bank and the Transferee Bank.

15.4 Reliance on Transfer Certificate

15.4.1	The Agent shall be entitled to rely on any Transfer Certificate believed by it to be genuine and correct and to have been presented or signed by the persons by whom it purports to have been presented or signed, and shall not be liable to any of the parties to this Agreement and the Security Documents for the consequences of such reliance.
15.4.2	The Agent shall at all times during the continuation of this Agreement maintain a register in which it shall record the name, Commitments, Contributions and administrative details (including the lending office) from time to time of the Banks holding a Transfer Certificate and the date at which the transfer referred to in such Transfer Certificate held by each Bank was transferred to such Bank, and the Agent shall make the said register available for inspection by any Bank or any Borrower during normal banking hours upon receipt by the Agent of reasonable prior notice requesting the Agent to do so.
15.4.3	The entries on the said register shall, in the absence of manifest error, be conclusive in determining the identities of the Commitments, the Contributions and the Transfer Certificates held by the Banks from time to time and the principal amounts of such Transfer Certificates and may be relied upon by the Agent and the other Security Parties for all purposes in connection with this Agreement and the Security Documents.

15.5	Transfer fees and expenses
	If any Bank causes the transfer of all or any part of its rights, benefits and/or obligations under the Security Documents, such Bank shall pay to the Agent on demand all costs, fees and expenses (including, but not limited to, legal fees and expenses), and all value added tax thereon, verified by the Agent as having been incurred by the Agent or the Security Agent or any other Bank in connection with such transfer.
15.6	Documenting transfers
	If any Bank assigns all or any part of its rights or transfers all or any part of its rights, benefits and/or obligations as provided in clause 15.3, the Borrowers jointly and severally undertake, immediately on being requested to do so by the Agent and at the cost of the Transferor Bank, to enter into, and procure that the other Security Parties shall (at the cost of the Transferor Bank) enter into, such documents as may be necessary or desirable to transfer to the Transferee Bank all or the relevant part of such Bank’s interest in the Security Documents and all relevant references in this Agreement to such Bank shall thereafter be construed as a reference to the Transferor Bank and/or its Transferee Bank (as the case may be) to the extent of their respective interests.
15.7	Sub-participation
	A Bank may sub-participate all or any part of its rights and/or obligations under the Security Documents without the consent of, or notice to, the Borrowers but with the prior written consent of the Agent.
15.8	Lending office
	Each Bank shall lend through its office at the address specified in schedule 1 or, as the case may be, in any relevant Transfer Certificate or through any other office of such Bank selected

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from time to time by it through which such Bank wishes to lend for the purposes of this Agreement. If the office through which a Bank is lending is changed pursuant to this clause 15.8, such Bank shall notify the Agent promptly of such change and the Agent shall notify the Borrowers, the Security Agent, the Account Bank and the other Banks.

15.9	Disclosure of information
	A Bank may disclose to a prospective assignee, transferee or to any other person who may propose entering into contractual relations with such Bank in relation to this Agreement such information about the Borrowers and/or the other Security Parties as such Bank shall consider appropriate Provided that the relevant Bank has entered into a confidentiality agreement with such person in connection with any such information.
16	Arranger, Agent, Security Agent and Reference Bank
16.1	Appointment of the Agent
	Each Bank irrevocably appoints the Agent as its agent for the purposes of this Agreement and such of the Security Documents to which it may be appropriate for the Agent to be party. By virtue of such appointment, each of the Banks hereby authorises the Agent:

16.1.1	to execute such documents as may be approved by the Majority Banks for execution by the Agent; and
16.1.2	(whether or not by or through employees or agents) to take such action on such Bank’s behalf and to exercise such rights, remedies, powers and discretions as are specifically delegated to the Agent by this Agreement and/or any other Security Document, together with such powers and discretions as are reasonably incidental thereto.

16.2	Agent’s actions
	Any action taken by the Agent under or in relation to this Agreement or any of the other Security Documents whether with requisite authority or on the basis of appropriate instructions, received from the Banks (or as otherwise duly authorised) shall be binding on all the Banks.
16.3	Agent’s duties
	The Agent shall:

16.3.1	promptly notify each Bank of the contents of each notice, certificate or other document received by it from the Borrowers under or pursuant to clauses 8.1.1, 8.1.5 and 8.1.7 or any other material notice, certificate or document received from the Borrowers under the Security Documents; and
16.3.2	(subject to the other provisions of this clause 16) take (or instruct the Security Agent to take) such action or, as the case may be, refrain from taking (or authorise the Security Agent to refrain from taking) such action with respect to the exercise of any of its rights, remedies, powers and discretions as agent, as the Majority Banks may direct.

16.4	Agent’s rights
	The Agent may:

16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks, and shall be fully protected in so doing;

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16.4.2	unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or to refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks (but shall not be obliged to do so);
16.4.3	refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result;
16.4.4	deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 as such Bank’s lending office unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice;
16.4.5	rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and
16.4.6	do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

16.5	No liability of Arranger or Agent
	Neither the Arranger nor the Agent nor any of their respective employees and agents shall:

16.5.1	be obliged to make any enquiry as to the use of any of the proceeds of the Loan unless (in the case of the Agent) so required in writing by a Bank, in which case the Agent shall promptly make the appropriate request to the Borrowers; or
16.5.2	be obliged to make any enquiry as to any breach or default by the Borrowers or any of them or any other Security Party in the performance or observance of any of the provisions of this Agreement or any of the other Security Documents or as to the existence of a Default unless (in the case of the Agent) the Agent has actual knowledge thereof or has been notified in writing thereof by a Bank, in which case the Agent shall promptly notify the Banks of the relevant event or circumstance; or
16.5.3	be obliged to enquire whether or not any representation or warranty made by the Borrowers or any of them or any other Security Party pursuant to this Agreement or any of the other Security Documents is true; or
16.5.4	be obliged to do anything (including, without limitation, disclosing any document or information) which would, or might in its opinion, be contrary to any law or regulation or be a breach of any duty of confidentiality or otherwise be actionable or render it liable to any person; or
16.5.5	be obliged to account to any Bank for any sum or the profit element of any sum received by it for its own account; or
16.5.6	be obliged to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents other than on the instructions of the Majority Banks; or

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16.5.7 be liable to any Bank for any action taken or omitted under or in connection with this Agreement or any of the other Security Documents unless caused by its gross negligence or wilful misconduct.

For the purposes of this clause 16, neither the Arranger nor the Agent shall be treated as having actual knowledge of any matter of which the corporate finance or any other division outside the agency or loan administration department of the Arranger or the Agent or the person for the time being acting as the Agent may become aware in the context of corporate finance, advisory or lending activities from time to time undertaken by the Arranger or, as the case may be, the Agent for any Security Party or any other person which may be a trade competitor of any Security Party or may otherwise have commercial interests similar to those of any Security Party.

16.6	Non-reliance on Arranger or Agent
	Each Bank acknowledges that it has not relied on any statement, opinion, forecast or other representation made by the Arranger or the Agent to induce it to enter into this Agreement or any of the other Security Documents and that it has made and will continue to make, without reliance on the Arranger or the Agent and based on such documents as it considers appropriate, its own appraisal of the creditworthiness of the Security Parties and its own independent investigation of the financial condition, prospects and affairs of the Security Parties in connection with the making and continuation of such Bank’s Commitment or Contribution under this Agreement. Neither the Arranger nor the Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other information with respect to any Security Party whether coming into its possession before the making of the Loan or at any time or times thereafter other than as provided in clause 16.3.1.
16.7	No responsibility on Arranger or Agent for Borrower’s performance
	Neither the Arranger nor the Agent shall have any responsibility or liability to any Bank:

16.7.1	on account of the failure of any Security Party to perform its obligations under any of the Security Documents; or
16.7.2	for the financial condition of any Security Party; or
16.7.3	for the completeness or accuracy of any statements, representations or warranties in any of the Security Documents or any document delivered under any of the Security Documents; or
16.7.4	for the execution, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of any of the Security Documents or of any certificate, report or other document executed or delivered under any of the Security Documents; or
16.7.5	to investigate or make any enquiry into the title of the Borrowers or any of them or any other Security Party to a Ship or any other security or any part thereof; or
16.7.6	for the failure to register any of the Security Documents with any official or regulatory body or office or elsewhere (except in the case of gross negligence or wilful misconduct); or
16.7.7	for taking or omitting to take any other action under or in relation to any of the Security Documents or any aspect of any of the Security Documents; or
16.7.8	on account of the failure of the Security Agent to perform or discharge any of its duties or obligations under the Security Documents; or
16.7.9	otherwise in connection with this Agreement (except in the case of gross negligence or wilful misconduct) or its negotiation or for acting (or, as the case may be, refraining from acting) in accordance with the instructions of the Banks.

16.8 Reliance on documents and professional advice

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Each of the Arranger and the Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person and shall be entitled to rely as to legal or other professional matters on opinions and statements of any legal or other professional advisers selected or approved by it (including those in the Arranger’s or, as the case may be, the Agent’s employment).

16.9	Other dealings
	Each of the Arranger and the Agent may, without any liability to account to the Banks, accept deposits from, lend money to, and generally engage in any kind of banking or other business with, and provide advisory or other services to, any Security Party or any of its Related Companies or any of the Banks as if it were not the Arranger or, as the case may be, the Agent.
16.10	Rights of Agent as Bank; no partnership
	With respect to its own Commitment and Contribution (if any) the Agent shall have the same rights and powers under the Security Documents as any other Bank and may exercise the same as though it were not performing the duties and functions delegated to it under this Agreement and the term “Banks” shall, unless the context clearly otherwise indicates, include the Agent in its individual capacity as a Bank This Agreement shall not and shall not be construed so as to constitute a partnership between the parties or any of them.
16.11	Amendments and waivers

16.11.1 Subject to clause 16.11.2, the Agent may, with the consent of the Majority Banks (or if and to the extent expressly authorised by the other provisions of any of the Security Documents) and, if so instructed by the Majority Banks, shall:

(a)	agree (or authorise the Security Agent to agree) amendments or modifications to any of the Security Documents with the Borrowers or any of them and/or any other Security Party; and/or
(b)	vary or waive breaches of, or defaults under, or otherwise excuse performance of, any provision of any of the other Security Documents by the Borrowers or any of them and/or any other Security Party (or authorise the Security Agent to do so).

Any such action so authorised and effected by the Agent shall be documented in such manner as the Agent shall (with the approval of the Majority Banks) determine, shall be promptly notified to the Banks by the Agent and (without prejudice to the generality of clause 16.2) shall be binding on the Banks.

16.11.2 Except with the prior written consent of the Banks, the Agent shall have no authority on behalf of the Banks to agree (or authorise the Security Agent to agree) with the Borrowers or any of them and/or any other Security Party any amendment or modification to any of the Security Documents or to grant (or authorise the Security Agent to grant) waivers in respect of breaches or defaults or to vary or excuse (or authorise the Security Agent to vary or excuse) performance of or under any of the Security Documents by the Borrowers or any of them and/or any other Security Party, if the effect of such amendment, modification, waiver or excuse would be to:

(a)	reduce the Margin;
(b)	postpone the due date or reduce the amount of any payment of principal, interest or other amount payable by any Security Party under any of the Security Documents;
(c)	change the currency in which any amount is payable by any Security Party under any of the Security Documents;
(d)	increase any Bank’s Commitment;

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(e)	extend the Termination Date;
(f)	change any provision of any of the Security Documents which expressly or implied requires the approval or consent of all the Banks such that the relevant approval or consent may be given otherwise than with the sanction of all the Banks;
(g)	change the order of distribution under clause 6.9 or clause 13.1;
(h)	change this clause 16.11;
(i)	change the definition of “Majority Banks” in clause 1.2; or
(j)	release any Security Party from the security constituted by any Security Document (except as required by the terms thereof or by law) or change the terms and conditions upon which such security or guarantee may be, or is required to be, released.

16.12	Reimbursement and indemnity by Banks
	Each Bank shall reimburse the Agent (rateably, if prior to the first drawdown, in accordance with such Bank’s Commitment or, if after the first drawdown, in accordance with such Bank’s Contribution), to the extent that the Agent is not reimbursed by the Borrowers or any of them, for the costs, charges and expenses incurred by the Agent which are expressed to be payable by the Borrowers or any of them under clause 5.1 including (in each case) the fees and expenses of legal or other professional advisers. Each Bank shall on demand indemnify the Agent (rateably, if prior to the first drawdown, in accordance with such Bank’s Commitment or, if after the first drawdown, in accordance with the Bank’s Contribution) against all liabilities, damages, costs and claims whatsoever incurred by the Agent in connection with any of the Security Documents or the performance of its duties under any of the Security Documents or any action taken or omitted by the Agent under any of the Security Documents, unless such liabilities, damages, costs or claims arise from the Agent’s own gross negligence or wilful misconduct.
16.13	Retirement of Agent

16.13.1 The Agent may, having given to the Borrowers and each of the Banks not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement, provided that no such retirement shall take effect unless there has been appointed by the Banks as a successor agent:

(a)	a Related Company of the Agent nominated by the Agent which the Banks hereby irrevocably and unconditionally agree to appoint or, failing such nomination,
(b)	a Bank nominated by the Majority Banks or, failing such a nomination,
(c)	any reputable and experienced bank or financial institution nominated by the retiring Agent.

and, in any case, such successor agent shall have duly accepted such appointment. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Banks. Prior to any such successor being appointed and provided no Default has occurred and is continuing, the Agent agrees to obtain the prior consent of the Borrowers (such consent not to be unreasonably withheld or delayed.

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16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under the Security Documents (but shall continue to have the benefit of this clause 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the Borrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under the Security Documents.

16.14 Appointment and retirement of Security Agent

16.14.1	Appointment
	Each of the Banks and the Agent irrevocably appoints the Security Agent as its security agent and trustee for the purposes of this Agreement and the Security Documents, in each case on the terms set out in this Agreement. By virtue of such appointment, each of the Banks and the Agent hereby authorises the Security Agent (whether or not by or through employees or agents) to take such action on its behalf and to exercise such rights, remedies, powers and discretions as are specifically delegated to the Security Agent by this Agreement and/or the Security Documents, together with such powers and discretions as are reasonably incidental thereto.
16.14.2	Retirement
	Without prejudice to clause 16.13, the Security Agent may, having given to the Borrowers and each of the Banks and the Agent not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Security Agent under this Agreement and any Trust Deed, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Agent as a successor security agent and trustee:

(a)	a Related Company of the Security Agent nominated by the Security Agent which the Agent and the Banks hereby irrevocably and unconditionally agree to appoint or, failing such nomination,
(b)	a bank or trust corporation nominated by the Majority Banks or, failing such a nomination,
(c)	any bank or trust corporation nominated by the retiring Security Agent,

and, in any case, such successor security agent and trustee shall have duly accepted such appointment by delivering to the Agent (i) written confirmation (in a form acceptable to the Agent) of such acceptance agreeing to be bound by this Agreement in the capacity of Security Agent as if it had been an original party to this Agreement and (ii) a duly executed Trust Deed.

Any corporation into which the retiring Security Agent may be merged or converted or any corporation with which the Security Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Security Agent shall be a party shall, to the extent permitted by applicable law, be the successor Security Agent under this Agreement, any Trust Deed and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, any Trust Deed and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Agent and the Banks.

Upon any such successor as aforesaid being appointed, the retiring Security Agent shall be discharged from any further obligation under the Security Documents (but shall continue to have the benefit of this clause 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this

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Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Security Agent. The retiring Security Agent shall (at the expense of the Borrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under the Security Documents.

16.15 Powers and duties of the Security Agent

16.15.1 The Security Agent shall have no duties, obligations or liabilities to any of the Banks or the Agent beyond those expressly stated in any of the Security Documents. Each of the Banks and the Agent hereby authorises the Security Agent to enter into and execute:

(a)	each of the Security Documents to which the Security Agent is or is intended to be a party; and
(b)	any and all such other Security Documents as may be approved by the Agent in writing (acting on the instructions of the Majority Banks) for entry into by the Security Agent,

and, in each and every case, to hold any and all security thereby created upon trust for the Banks and the Agent in the manner contemplated by this Agreement.

16.15.2 Subject to clause 16.15.3 the Security Agent may, with the prior consent of the Majority Banks communicated in writing by the Agent, concur with any of the Security Parties to:

(a)	amend, modify or otherwise vary any provision of the Security Documents to which the Security Agent is or is intended to be a party; or
(b)	waive breaches of, or defaults under, or otherwise excuse performance of, any provision of the Security Documents to which the Security Agent is or is intended to be a party.

Any such action so authorised and effected by the Security Agent shall be promptly notified to the Banks and the Agent by the Security Agent and shall be binding on the other Creditors.

16.15.3	The Security Agent shall not concur with any Security Party with respect to any of the matters described in clause 16.11.2 without the consent of the Banks communicated in writing by the Agent.
16.15.4	The Security Agent shall (subject to the other provisions of this clause 16) take such action or, as the case may be, refrain from taking such action, with respect to any of its rights, powers and discretions as security agent and trustee, as the Agent may direct. Subject as provided in the foregoing provisions of this clause, unless and until the Security Agent shall have received such instructions from the Agent, the Security Agent may, but shall not be obliged to, take (or refrain from taking) such action under or pursuant to the Security Documents referred to in clause 16.15.1 as the Security Agent shall deem advisable in the best interests of the Creditors provided that (for the avoidance of doubt), to the extent that this clause might otherwise be construed as authorising the Security Agent to take, or refrain from taking, any action of the nature referred to in clause 16.15.2 — and for which the prior consent of the Banks is expressly required under clause 16.15.3 — clauses 16.15.2 and 16.15.3 shall apply to the exclusion of this clause.
16.15.5	None of the Banks nor the Agent shall have any independent power to enforce any of the Security Documents referred to in clause 16.15.1 or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to such Security Documents or any of them or otherwise have direct recourse to the security and/or guarantees constituted by such Security Documents or any of them except through the Security Agent.
16.15.6	For the purpose of this clause 16, the Security Agent may, rely and act in reliance upon any information from time to time furnished to the Security Agent by the Agent (whether pursuant

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	to clause 16.15.7 or otherwise) unless and until the same is superseded by further such information, so that the Security Agent shall have no liability or responsibility to any party as a consequence of placing reliance on and acting in reliance upon any such information unless the Security Agent has actual knowledge that such information is inaccurate or incorrect.
16.15.7	Without prejudice to the foregoing each of the Agent and the Banks (whether directly or through the Agent) shall provide the Security Agent with such written information as it may reasonably require for the purpose of carrying out its duties and obligations under the Security Documents referred to in clause 16.15.1.

16.16 Trust provisions

16.16.1 The trusts constituted or evidenced in or by this Agreement and the Trust Deed shall remain in full force and effect until whichever is the earlier of:

(a)	the expiration of a period of eighty (80) years from the date of this Agreement; and
(b)	receipt by the Security Agent of confirmation in writing by the Agent that there is no longer outstanding any Indebtedness (actual or contingent) which is secured or guaranteed or otherwise assured by or under any of the Security Documents,

	and the parties to this Agreement declare that the perpetuity period applicable to this Agreement and the trusts declared by the Trust Deed shall for the purposes of the Perpetuities and Accumulations Act 1964 be the period of eighty (80) years from the date of this Agreement.
16.16.2	In its capacity as trustee in relation to the Security Documents specified in clause 16.14, the Security Agent shall, without prejudice to any of the powers, discretions and immunities conferred upon trustees by law (and to the extent not inconsistent with the provisions of any of those Security Documents), have all the same powers and discretions as a natural person acting as the beneficial owner of such property and/or as are conferred upon the Security Agent by any of those Security Documents.
16.16.3	It is expressly declared that, in its capacity as trustee in relation to the Security Documents specified in clause 16.15.1, the Security Agent shall be entitled to invest moneys forming part of the security and which, in the opinion of the Security Agent, may not be paid out promptly following receipt in the name or under the control of the Security Agent in any of the investments for the time being authorised by law for the investment by trustees of trust moneys or in any other property or investments whether similar to the aforesaid or not or by placing the same on deposit in the name or under the control of the Security Agent as the Security Agent may think fit without being under any duty to diversify its investments and the Security Agent may at any time vary or transpose any such property or investments for or into any others of a like nature and shall not be responsible for any loss due to depreciation in value or otherwise of such property or investments. Any investment of any part or all of the security may, at the discretion of the Security Agent, be made or retained in the names of nominees.

16.17

Common Agent and Security Agent

The Agent and the Security Agent have entered into the Security Documents in their separate capacities (a) as agent for the Banks under and pursuant to this Agreement (in the case of the Agent) and (b) as security agent and trustee for the Banks and the Agent under and pursuant to this Agreement, to hold the guarantees and/or security created by the Security Documents specified in clause 16.15.1 on the terms set out in such Security Documents (in the case of the Security Agent). However, from time to time the Agent and the Security Agent may be the same entity. When the Agent and the Security Agent are the same entity and any Security Document provides for the Agent to communicate with or provide instructions to the Security Agent (and vice versa), it will not be necessary for there to be any such formal communications or instructions on those occasions.

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16.18	Independent action by Creditors
	Without prejudice to clause 2.3, none of the Creditors shall enforce, exercise any rights, remedies or powers or grant any consents or releases under or pursuant to, or otherwise have a direct recourse to the security and/or guarantees constituted by any of the Security Documents without the prior written consent of the Majority Banks but, Provided such consent has been obtained, it shall not be necessary for any other Creditor to be joined as an additional party in any proceedings for this purpose.
16.19	Co-operation to achieve agreed priorities of application
	The Banks and the Agent shall co-operate with each other and with the Security Agent and any receiver under the Security Documents in realising the property and assets subject to the Security Documents and in ensuring that the net proceeds realised under the Security Documents after deduction of the expenses of realisation are applied in accordance with clause 13.1.
16.20	Prompt distribution of proceeds
	Moneys received by any of the Creditors (whether from a receiver or otherwise) pursuant to the exercise of (or otherwise by virtue of the existence of) any rights and powers under or pursuant to any of the Security Documents shall (after providing for all costs, charges, expenses and liabilities and other payments ranking in priority) be paid to the Agent for distribution (in the case of moneys so received by any of the Creditors other than the Agent or the Security Agent) and shall be distributed by the Agent or, as the case may be, the Security Agent, (in the case of moneys so received by the Agent or, as the case may be, the Security Agent) in each case in accordance with clause 13.1. The Agent or, as the case may be, the Security Agent, shall make each such application and/or distribution as soon as is practicable after the relevant moneys are received by, or otherwise become available to, the Agent or, as the case may be, the Security Agent, save that (without prejudice to any other provision contained in any of the Security Documents) the Agent or, as the case may be, the Security Agent, (acting on the instructions of the Majority Banks) or any receiver may credit any moneys received by it to a suspense account for so long and in such manner as the Agent or such receiver may from time to time determine with a view to preserving the rights of the Agent or, as the case may be, the Security Agent and/or the Banks or any of them or as other Creditor to provide for the whole of their respective claims against the Borrowers or any of them or any other person liable.
17	Notices and other matters
17.1	Notices
	Every notice, request, demand or other communication under this Agreement or (unless otherwise provided therein) under any of the other Security Documents shall:

17.1.1	be in writing delivered personally or by first-class prepaid letter (airmail if available) or facsimile transmission or other means of telecommunication in permanent written form;
17.1.2	be deemed to have been received, subject as otherwise provided in the relevant Security Document, in the case of a letter, when delivered personally or three (3) days after it has been put in to the post and, in the case of a facsimile transmission or other means of telecommunication in permanent written form, at the time of despatch (provided that if the date of despatch is not a business day in the country of the addressee or if the time of despatch is after the close of business in the country of the addressee it shall be deemed to have been received at the opening of business on the next such business day); and
17.1.3	be sent:

(a) if to the Borrowers or any of them at:

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c/o Enterprises Shipping and Trading S.A.
11 Posidonos Avenue
Elliniko 167 77
Athens, Greece

Fax no: +30 210 894 8403
Attn: Mr Konstantinos Koutsoubelis

(b)	if to the Agent at:
	Citibank International plc European Loans Agency Capital Markets & Banking Operations Citigroup Centre Canada Square, Canary Wharf London E14 5LB England
	Fax No: +44 208 636 3824 or +44 208 636 3825 Attn: Mr. Adi Khambata
(c)	if to the Arranger, the Security Agent or the Account Bank at:
	c/o Citibank International plc 47-49 Akti Miaouli 185 36 Piraeus Greece
	Fax No: +30 210 429 2806 Attn: Mr Takis Constantaras/Mr George Kakoulidis
(d)	if to a Bank, to its address or fax number specified in schedule 1 or, in the case of a Transferee Bank, in any relevant Transfer Certificate,

	or, in any such case, to such other address and/or numbers as is notified by one party to the other parties under this Agreement.
17.2	Notices through the Agent
	Every notice, request, demand or other communication under this Agreement or (unless otherwise provided therein) any other Security Document to be given by the Borrowers or any of them to any other party shall be given to the Agent for onward transmission as appropriate and if it is to be given to the Borrowers or any of them, it shall (except otherwise provided in the Security Documents) be given to the Agent for onward transmission to the Borrowers.
17.3	No implied waivers, remedies cumulative
	No failure or delay on the part of a Creditor to exercise any power, right or remedy under any of the Security Documents shall operate as a waiver thereof, nor shall any single or partial exercise by such Creditor of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. The remedies provided in the Security Documents are cumulative and are not exclusive of any remedies provided by law.
17.4	English language
	All certificates, instruments and other documents to be delivered under or supplied in connection with any of the Security Documents shall be in the English language or shall be accompanied by a certified English translation upon which the Creditors or any of them shall be entitled to rely.

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17.5 Borrowers’ obligations

17.5.1	Joint and several
	Notwithstanding anything to the contrary contained in any of the Security Documents, the agreements, obligations and liabilities of the Borrowers herein contained are joint and several and shall be construed accordingly. Each of the Borrowers agrees and consents to be bound by the Security Documents to which it is, or is to be, a party notwithstanding that the other Borrowers which are intended to sign or to be bound may not do so or be effectually bound and notwithstanding that any of the Security Documents may be invalid or unenforceable against the other Borrowers, whether or not the deficiency is known to any of the Creditors.
17.5.2	Borrowers as principal debtors
	Each Borrower acknowledges and confirms that it is a principal and original debtor in respect of all amounts which may become payable by the Borrowers in accordance with the terms of this Agreement or any of the other Security Documents and agrees that the Creditors may also continue to treat it as such, whether or not any Creditor is or becomes aware that such Borrower is or has become a surety for the other Borrowers.
17.5.3	Indemnity
	The Borrowers hereby agree jointly and severally to keep the Creditors fully indemnified on demand against all damages, losses, costs and expenses arising from any failure of any Borrower to perform or discharge any purported obligation or liability of the other Borrowers which would have been the subject of this Agreement or any other Security Document had it been valid and enforceable and which is not or ceases to be valid and enforceable against the other Borrowers on any ground whatsoever, whether or not known to a Creditor including, without limitation, any irregular exercise or absence of any corporate power or lack of authority of, or breach of duty by, any person purporting to act on behalf of the other Borrowers (or any legal or other limitation, whether under the Limitation Acts or otherwise or any disability or death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding up, administration, receivership, amalgamation, reconstruction or any other incapacity of any person whatsoever (including, in the case of a partnership, a termination or change in the composition of the partnership) or any change of name or style or constitution of any Security Party)).
17.5.4	Liability unconditional
	None of the obligations or liabilities of the Borrowers under this Agreement or any other Security Document shall be discharged or reduced by reason of:

(a)	the death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding-up, administration, receivership, amalgamation, reconstruction or other incapacity of any person whatsoever (including, in the case of a partnership, a termination or change in the composition of the partnership) or any change of name or style or constitution of any Borrower or any other person liable;
(b)	the Agent (acting on the instructions of the Majority Banks) granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, any Borrower or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting, varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Borrower or any other person liable; or
(c)	anything done or omitted which but for this provision might operate to exonerate the Borrowers or any of them.

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17.5.5	Recourse to other security
	The Creditors shall not be obliged to make any claim or demand or to resort to any Security Document or other means of payment now or hereafter held by or available to it for enforcing this Agreement or any of the Security Documents against any Borrower or any other person liable and no action taken or omitted by any Creditor in connection with any such Security Document or other means of payment will discharge, reduce, prejudice or affect the liability of the Borrowers under this Agreement and the Security Documents to which any of them is, or is to be, a party.
17.5.6	Waiver of Borrowers’ rights
	Each Borrower agrees with each Creditor that, from the date of this Agreement and so long as any moneys are owing under any of the Security Documents and while all or any part of the Total Commitment remains outstanding, it will not, without the prior written consent of the Agent (acting on the instructions of the Majority Banks):

(a)	exercise any right of subrogation, reimbursement and indemnity against the other Borrowers or any other person liable under the Security Documents;
(b)	demand or accept repayment in whole or in part of any Indebtedness now or hereafter due to such Borrower from the other Borrowers or from any other person liable or demand or accept any guarantee, indemnity or other assurance against financial loss or any document or instrument created or evidencing an Encumbrance in respect of the same or dispose of the same;
(c)	take any steps to enforce any right against the other Borrowers or any other person liable in respect of any such moneys; or
(d)	claim any set-off or counterclaim against the other Borrowers or any other person liable or claiming or proving in competition with any Creditor in the liquidation of the other Borrowers or any other person liable or have the benefit of, or share in, any payment from or composition with, the other Borrowers or any other person liable or any other Security Document now or hereafter held by any Creditor for any moneys owing under this Agreement or for the obligations or liabilities of any other person liable but so that, if so directed by the Agent, it will prove for the whole or any part of its claim in the liquidation of the other Borrowers or other person liable on terms that the benefit of such proof and all money received by it in respect thereof shall be held on trust for the Banks and applied in or towards discharge of any moneys owing under this Agreement in such manner as the Agent (acting on the instructions of the Majority Banks) shall deem appropriate.

18	Governing law and jurisdiction
18.1	Law
	This Agreement and any non-contractual obligations in connection with this Agreement are governed by, and shall be construed in accordance with, English law.
18.2	Submission to jurisdiction
	The Borrowers jointly and severally agree, for the benefit of each Creditor, that any legal action or proceedings arising out of or in connection with this Agreement (including any non-contractual obligations connected with this Agreement) against the Borrowers or any of them or any of their respective assets may be brought in the English courts. Each of the Borrowers irrevocably and unconditionally submits to the jurisdiction of such courts and irrevocably designates, appoints and empowers E.J.C. Album, Solicitor at present of Exchange Tower (10th floor), 1 Harbour Exchange Square, London E14 9GE, England to receive, for them and on their behalf, service of process issued out of the English courts in any such legal action or proceedings, and each of the Borrowers further undertakes that, in the event that such

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individual passes away or cannot be found, each of the Borrowers hereby irrevocably and unconditionally authorises the Agent to designate, appoint and empower on their behalf, Messrs Cheeswrights or Messrs Saville & Co. at their then principal place of business in London, as substitute process agents of E.J.C. Album for the purposes of this clause. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of a Creditor to take proceedings against the Borrowers or any of them in the courts of any other competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

The parties further agree that only the courts of England and not those of any other State shall have jurisdiction to determine any claim which the Borrowers or any of them may have against any Creditor arising out of or in connection with this Agreement (including any non-contractual obligations connected with this Agreement).

18.3	Contracts (Rights of Third Parties) Act 1999
	No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on the date first above written.

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Schedule 1

The Banks and their Commitments

			Commitment
Name	Lending Office	Address for Notices	($)
Citibank International plc	47 — 49 Akti Miaouli	47 — 49 Akti Miaouli		42,000,000
	185 36 Piraeus	185 36 Piraeus
	Greece	Greece
		Fax No: +30 210 429 2806
		Attn:      The Manager
Alpha Bank A.E.	Piraeus Shipping Division 960	Piraeus Shipping Division 960		40,000,000
	89 Akti Miaouli	89 Akti Miaouli
	185 35 Piraeus	185 35 Piraeus
	Greece	Greece Fax No: +30 210 4920268
		Att:      Mr C.A. Kokkinis
Credit Suisse	St. Alban-Graben 1-3	St. Alban-Graben 1-3		40,000,000
	P.O. Box	P.O. Box
	CH4002 Basle	CH4002 Basle
	Switzerland	Switzerland
		Fax No: +41 61 266 7939
		Att:      Jean-Baptiste Bless
The Governor and	Head Office	Head Office		30,000,000
Company of the Bank	Lower Baggot Street	A3 Lower Baggot St
of Ireland	Dublin 2	Dublin 2
	Ireland	Ireland
		Fax No: +3531 611 5411
		Att:      Kim Jones
Samba Financial	Nigthtingale House	Nigthtingale House		20,000,000
Group, London Branch	65 Curzon Street	65 Curzon Street
	Mayfair	Mayfair
	London W1J 8PF	London W1J 8PF
	England	England
		Fax No: +44 207 7659 8274
		Att:      Deana Cobbing

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			Commitment
Name	Lending Office	Address for Notices	($)
Agricultural Bank of	37 Iroon Politechniou Street	37 Iroon Politechniou Street		15,000,000
Greece S.A., Piraeus	185 32 Piraeus	185 32 Piraeus
Branch	Greece	Greece Fax No: +30 210 4175091
		Att:      Ms Aggeliki Tsantaki
FBB-First Business	Shipping Division	Shipping Division		5,000,000
Bank S.A.	62 Notara & Sotiros Dios Street	62 Notara & Sotiros Dios Street
	185 35 Piraeus	185 35 Piraeus
	Greece	Greece Fax No: +30 210 413 2058
		Att:      The Manager
Scotiabank Europe plc	Scotiabank Europe PLC	Scotiabank Europe PLC		30,000,000
	Scotia House	Scotia House
	33 Finsburg Square	33 Finsburg Square
	London EC1A 1BB	London EC1A 1BB
		Fax No: +44 207 454 9019
		Att:      Director, Ship Finance
		TOTAL COMMITMENT		222,000,000

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Schedule 2
Form of Drawdown Notice

(referred to in clause 2.4)

To: Citibank International plc
4 Harbour Exchange Square
2nd Floor
London E14 9GE
England
(as Agent)

[•] 2007

U.S.$222,000,000 Loan
Loan Agreement dated [•] 2007 (the “Loan Agreement”)

We refer to the Loan Agreement and hereby give you notice that we wish to draw down the [Fighter] [Commander] [Intruder] [Performer] [Prince] [Scouter] Advance namely $[•] on [•] 200[•] and select [a first Interest Period in respect thereof of [•] months] [the first interest period in respect hereof to expire on [•] 200[•]]. The funds should be credited to [name and number of account] with [details of bank in New York City].

We confirm that:

(a)	no event or circumstance has occurred and is continuing which constitutes a Default;
(b)	the representations and warranties contained in (i) clauses 7.1, 7.2 and 7.3(b) of the Loan Agreement and (ii) clause 4 of the Corporate Guarantee, are true and correct at the date hereof as if made with respect to the facts and circumstances existing at such date;
(c)	the borrowing to be effected by the drawdown of such Advance will be within our corporate powers, has been validly authorised by appropriate corporate action and will not cause any limit on our borrowings (whether imposed by statute, regulation, agreement or otherwise) to be exceeded;
(d)	there has been no material adverse change in our business, assets, operations, performance, prospects or financial position or those of the Group, from that described by us to the Arranger and/or to the Agent in the negotiation of the Loan Agreement; and
(e)	the said Advance will be used for our own benefit and under our full responsibility and exclusively for the purpose specified in clauses 1.1 and 2.5 of the Loan Agreement.

Words and expressions defined in the Loan Agreement shall have the same meanings where used herein.

For and on behalf of

CREIGHTON DEVELOPMENT INC.

For and on behalf of

LEWISHAM MARITIME INC.

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For and on behalf of

PULFORD OCEAN INC.

For and on behalf of

RAYFORD NAVIGATION CORP.

For and on behalf of

ROSSINGTON MARINE CORP.

For and on behalf of

QUEX SHIPPING INC.

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Schedule 3

Documents and evidence required as conditions precedent to the Loan being made

(referred to in clause 9.1)

Part 1

1	Constitutional documents
	Copies, certified by legal counsel of each Security Party and each Manager as true, complete and up to date copies of all documents which contain or establish or relate to the constitution of that Security Party and that Manager;
2	Corporate authorisations
	copies of resolutions of the directors and stockholders of each Security Party and the Managers approving such of the Underlying Documents and the Security Documents to which such Security Party or such Manager is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s or such Manager’s obligations thereunder, certified by an officer of such Security Party or such Manager as:

(a)	being true and correct;
(b)	being duly passed at meetings of the directors of such Security Party and/or such Manager and of the stockholders of such Security Party and such Manager duly convened and held;
(c)	not having been amended, modified or revoked; and
(d)	being in full force and effect,

	together with originals or certified copies of any powers of attorney issued by any Security Party and any Manager pursuant to such resolutions;
3	Specimen signatures
	copies of the signatures of the persons who have been authorised on behalf of each Security Party and each Manager to sign such of the Underlying Documents and the Security Documents to which such Security Party and such Manager is, or is to be, party and to give notices and communications, including notices of drawing, under or in connection with the Security Documents, certified by legal counsel of such Security Party and such Manager as being the true signatures of such persons;
4	Certificate of incumbency
	a list of directors and officers of each Security Party and each Manager specifying the names and positions of such persons, certified by legal counsel of such Security Party and such Manager to be true, complete and up to date;
5	Borrowers’ consents and approvals
	a certificate from an officer of each of the Borrowers that no consents, authorisations, licences or approvals are necessary for that Borrower to authorise or are required by that Borrower in connection with the borrowing by that Borrower of the Loan pursuant to this Agreement or the execution, delivery and performance of that Borrowers’ Security Documents;

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6	Other consents and approvals
	a certificate from an officer of each Security Party (other than the Borrowers) and each Manager that no consents, authorisations, licences or approvals are necessary for such Security Party to guarantee and/or grant security for the borrowing by the Borrowers of the Total Commitment pursuant to this Agreement and execute, deliver and perform the Security Documents insofar as such Security Party and such Manager is a party thereto;
7	Certified Contracts
	a copy, certified as a true and complete copy by legal counsel to the relevant Borrower of each of the Contracts (such Contracts to be on terms acceptable to the Agent);
8	Fees Letter and fees
	evidence that the Fees Letter has been duly executed and that any fees due under clause 5.1 and the Fees Letter have been paid in full;
9	Borrowers’ process agent
	a letter from each Borrower’s agent for receipt of service of proceedings referred to in clause 18.2 accepting its appointment under the said clause and under each of the other Security Documents in which it is or is to be appointed as such Borrower’s agent;
10	Security Parties’ process agent
	a letter from each Security Party’s agent for receipt of service of proceedings accepting its appointment under each of the Security Documents required under this Part 1 in which it is or is to be appointed as such Security Party’s agent;
11	Legal opinions

(a)	an opinion of Walkers, special legal advisers on matters of British Virgin Islands law to the Agent;
(b)	an opinion of Cozen O’Connor, special legal advisers on matters of Liberian and Marshall Islands law to the Agent;
(c)	an opinion of Dickinson, Cruickshank & Co., special legal advisers on matters of Isle of Man law to the Agent; and
(d)	an opinion of George Pologiorgis, special legal advisers on matters of Greek law to the Agent;

12	Accounts
	evidence that the Accounts have been opened, together with duly completed mandate forms in respect thereof;
13	Security Documents
	the Corporate Guarantee, the Trust Deed and the Account Pledges (together with the other documents to be delivered to the Agent pursuant thereto), each duly executed; and
14	Evidence of ownership
	evidence in writing and in form and substance satisfactory to the Agent in all respects of the ultimate beneficial owner or owners of the shares in the Corporate Guarantor.

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Part 2

1	Drawdown Notice
	The Drawdown Notice in respect of the relevant Advance to be drawn down, duly executed; 2 Certified Management Agreement
	a copy, certified (in a certificate dated no earlier than five (5) Banking Days prior to the relevant Drawdown Date) as a true and complete copy by legal counsel to the relevant Borrower of the Management Agreement in respect of relevant Ship;
3	Ship conditions
	evidence that the Ship relevant to the Advance which is to be made: 3.1 Registration and Encumbrances
	is permanently or provisionally registered in the name of the relevant Borrower under the laws and flag of the relevant Flag State through the relevant Registry and that such Ship and its Earnings, Insurances and Requisition Compensation (as defined in the relevant Ship Security Documents) are free of Encumbrances, unless permitted under this Agreement;
3.2	Classification
	maintains the relevant Classification free of all requirements and overdue recommendations of the relevant Classification Society affecting class; and
3.3	Insurance
	is insured in accordance with the provisions of the relevant Ship Security Documents and all requirements of such Ship Security Documents in respect of such insurance have been complied with (including without limitation, confirmation from the protection and indemnity association or other insurer with which such Ship is, or is to be, entered for insurance or insured against protection and indemnity risks (including oil pollution risks) that any necessary declarations required by the association or insurer for the removal of any oil pollution exclusion have been made and that any such exclusion does not apply to such Ship);
4	Delivery documents
	copies, certified by a person acceptable to the Agent, of the bill of sale, the commercial invoice, the protocol of delivery and acceptance and any other delivery document to be exchanged under the relevant Contract in respect of the Ship relevant to such Advance, each duly executed and delivered;
5	Title and no Encumbrances
	evidence that the transfer of title to the Ship relevant to such Advance from the relevant Seller to the relevant Borrower pursuant to the relevant Contract has been duly registered with the relevant Registry;
6	Ship Security Documents
	the Ship Security Documents for the Ship relevant to such Advance duly executed;

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7	Mortgage registration
	evidence that the Mortgage over the Ship relevant to such Advance has been permanently or (as the case may be) provisionally registered against such Ship under the laws and flag of the relevant Flag State through the relevant Registry;
8	Notices of assignment
	copies of duly executed notices of assignment required by the terms of the relevant Ship Security Documents and in the forms prescribed by such Ship Security Documents;
9	Valuation
	a valuation of the Ship to which the Advance to be drawn down relates, made (at the expense of the Borrowers) in the manner specified in clause 8.2.2 and dated not earlier than thirty (30) days prior to the proposed Drawdown Date of such Advance;
10	British Virgin Islands opinion
	an opinion of Walkers, special legal advisers on matters of British Virgin Islands law to the Agent;
11	Marshall Islands opinion
	an opinion of Cozen O’Connor, special legal advisers on matters of Marshall Islands law to the Agent;
12	Flag State opinion
	an opinion of legal advisers to the Agent on matters of the laws of the Flag State for the Ship to which the Advance being drawdown relates;
13	Fees
	evidence that any fees due under clause 5.1 have been paid in full;
14	Registration forms
	such statutory forms duly signed by the relevant Borrower and the other Security Parties as may be required by the Agent to perfect the security contemplated by the relevant Ship Security Documents;
15	Process agent
	a letter from each Security Party’s and each Manager’s agent for receipt of service of proceedings accepting its appointment under each of the relevant Security Documents required under this Part 2 in respect of the Ship relevant to such Advance and in which it is or is to be appointed as such Security Party’s or (as the case may be) such Manager’s agent;
16	SMC/DOC
	a copy, certified (in a certificate dated no earlier than five (5) Banking Days prior to the Drawdown Date of the relevant Advance which is to be made) as a true and complete copy by an officer of the relevant Borrower of the DOC issued to the Operator and either (a) the SMC for the Ship relevant to such Advance or (b) an application for the issuance of the SMC for such Ship;

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17 ISPS Code compliance

(a)	evidence satisfactory to the Agent that the Ship relevant to such Advance is subject to a ship security plan which complies with the ISPS Code; and
(b)	a copy, certified (in a certificate dated no earlier than five (5) Banking Days prior to the Drawdown Date of the relevant Advance which is to be made) as a true and complete copy by an officer of the relevant Borrower of the ISSC and the continuous synopsis record (as defined in the ISPS Code) for the Ship relevant to such Advance; and

18 Certificate of financial responsibility

if the relevant Ship will trade permanently in the United States of America, a copy of a certificate of financial responsibility in respect of the Ship relevant to such Advance complying with the requirements of the United States Oil Pollution Act 1990 or the United States Comprehensive Environmental Response Compensation Liability Act 1980, together with evidence of approval thereof by the relevant regulatory authorities.

75

Schedule 4

Form of Transfer Certificate

(referred to in clause 15.3)

TRANSFER CERTIFICATE

Banks are advised not to employ Transfer Certificates or otherwise to assign or transfer interests in the Loan Agreement without further ensuring that the transaction complies with all applicable laws and regulations, including the Financial Services and Markets Act 2000 and regulations made thereunder and similar statutes which may be in force in other jurisdictions

To: CITIBANK INTERNATIONAL PLC as agent on its own behalf and on behalf of the Borrowers, the Banks, the Account Bank, the Security Agent and the Arranger defined in the Loan Agreement referred to below.

[Date]

Attention: [•]

This certificate (“Transfer Certificate”) relates to a loan agreement dated [26 June] 2007 as amended and supplemented by a supplemental agreement dated 16 October 2007 and a supplemental letter dated 10 July 2008 and as amended and restated by a supplemental agreement dated [•] 2009 (together the “Loan Agreement”) and made between (1) Creighton Development Inc., Lewisham Maritime Inc., Pulford Ocean Inc., Rayford Navigation Corp., Rossington Marine Corp. and Quex Shipping Inc. as joint and several borrowers (the “Borrowers”), (2) the banks and financial institutions defined therein as banks (the “Banks”), (3) Citibank International plc as Agent and Account Bank, (4) Citigroup Global Markets Limited as Arranger and (5) Citibank International plc as Security Agent, in relation to a loan of up to Two hundred and twenty two million Dollars ($222,000,000). Terms defined in the Loan Agreement shall, unless otherwise defined herein, have the same meanings herein as therein.

In this Certificate:

the “Transferor” means [full name] of [lending office]; and

the “Transferee” means [full name] of [lending office].

1 The Transferor with full title guarantee assigns to the Transferee absolutely all rights and interests (present, future or contingent) which the Transferor has as a Bank under or by virtue of the Loan Agreement and all the Security Documents in relation to [ ] per centum ([ ]%) of the [Contribution] [Commitment] of the Transferor (or its predecessors in title), details of which are set out below:

		Transferor’s
		[Contribution]
		[Commitment]
Date of Advance[s]	Amount of Advance[s]	to Advance[s]	Maturity Date

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2	By virtue of this Transfer Certificate and clause 15 of the Loan Agreement, the Transferor is discharged [entirely from its [Contribution] [Commitment] which amounts to $[          ]] [from [ ] per centum ([ ]%) of its [Contribution] [Commitment], which percentage represents $[ ]].
3	The Transferee hereby requests the Agent (on behalf of itself, the Borrowers, the Arranger, the Account Bank, the Security Agent and the Banks) to accept the executed copies of this Transfer Certificate as being delivered pursuant to and for the purposes of clause 15.3 of the Loan Agreement so as to take effect in accordance with the terms thereof on [date of transfer].
4	The Transferee:
4.1	confirms that it has received a copy of the Loan Agreement and the other Security Documents together with such other documents and information as it has required in connection with the transaction contemplated thereby;
4.2	confirms that it has not relied and will not hereafter rely on the Transferor, the Arranger, the Agent, the Banks, the Security Agent or the Account Bank to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of the Loan Agreement, any of the Security Documents or any such documents or information;
4.3	agrees that it has not relied and will not rely on the Transferor, the Agent, the Arranger, the Banks, the Security Agent or the Account Bank to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrowers or any other Security Party (save as otherwise expressly provided therein);
4.4	warrants that it has power and authority to become a party to the Loan Agreement and has taken all necessary action to authorise execution of this Transfer Certificate and to obtain all necessary approvals and consents to the assumption of its obligations under the Loan Agreement and the Security Documents; and
4.5	if not already a Bank, appoints (i) the Agent to act as its agent and (ii) the Security Agent to act as its security agent and trustee, as provided in the Loan Agreement and the Security Documents and agrees to be bound by the terms of the Loan Agreement and the Security Documents.
5	The Transferor:
5.1	warrants to the Transferee that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so;
5.2	warrants to the Transferee that this Transfer Certificate is binding on the Transferor under the laws of England, the country in which the Transferor is incorporated and the country in which its lending office is located; and
5.3	agrees that it will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee’s title under this Transfer Certificate or for a similar purpose.
6	The Transferee hereby undertakes with the Transferor and each of the other parties to the Loan Agreement and the other Security Documents that it will perform in accordance with its terms all those obligations which by the terms of the Loan Agreement and the other Security Documents will be assumed by it after delivery of the executed copies of this Transfer Certificate to the Agent and satisfaction of the conditions (if any) subject to which this Transfer Certificate is expressed to take effect.
7	By execution of this Transfer Certificate on their behalf by the Agent and in reliance upon the representations and warranties of the Transferee, the Borrowers, the Arranger, the Agent, the Account Bank, the Security Agent and the Banks accept the Transferee as a party to the Loan Agreement and the Security Documents with respect to all those rights and/or obligations which by the terms of the Loan Agreement and the Security Documents will be assumed by the

77

	Transferee (including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Arranger, the Agent, the Security Agent and the Account Bank as provided by the Loan Agreement) after delivery of the executed copies of this Transfer Certificate to the Agent and satisfaction of the conditions (if any) subject to which this Transfer Certificate is expressed to take effect.
8	None of the Transferor, the Arranger, the Agent, the Account Bank, the Security Agent or the Banks:
8.1	makes any representation or warranty nor assumes any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Loan Agreement or any of the Security Documents or any document relating thereto; or
8.2	assumes any responsibility for the financial condition of the Borrowers or any of them or any other Security Party or any party to any such other document or for the performance and observance by the Borrowers or any of them or any other Security Party or any party to any such other document (save as otherwise expressly provided therein) and any and all such conditions and warranties, whether express or implied by law or otherwise, are hereby excluded (except as aforesaid).
9	The Transferor and the Transferee each undertake that they will on demand fully indemnify the Agent in respect of any claim, proceeding, liability or expense which relates to or results from this Transfer Certificate or any matter concerned with or arising out of it unless caused by the Agent’s gross negligence or wilful misconduct, as the case may be.
10	The agreements and undertakings of the Transferee in this Transfer Certificate are given to and for the benefit of and made with each of the other parties to the Loan Agreement and the Security Documents.
11	This Transfer Certificate is governed by, and shall be construed in accordance with, English law.

Transferor	Transferee
By:	By:
Dated:	Dated:

Agent

Agreed for and on behalf of itself as Agent and the Borrowers, the Arranger, the Account Bank, the Security Agent and the Banks.

CITIBANK INTERNATIONAL PLC

By:

Dated:

Note: The execution of this Transfer Certificate alone may not transfer a proportionate share of the Transferor’s interest in the security constituted by the Security Documents in the Transferor’s or Transferee’s jurisdiction. It is the responsibility of the Transferee to ascertain whether any other documents are required to perfect a transfer of such a share in the Transferor’s interest in such security in any such jurisdiction and, if so, to seek appropriate advice and arrange for execution of the same.

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The Schedule

Outstanding Contribution [per Advance]: $•
Commitment [per Advance]: $•
Portion Transferred: •%

Administrative Details of Transferee

Name of Transferee:
Lending Office:

Contact Person
(Loan Administration Department):
Telephone:
Telefax No:

Contact Person
(Credit Administration Department):
Telephone:
Telefax No:

[Account for payments:]

79

Schedule 4

Form of Share Pledge

19

Private & Confidential

Dated 30 September 2009

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED      (1)

and

               CITIBANK INTERNATIONAL PLC                          (2)

CHARGE over shares

re: [Lewisham Maritime Inc.] [Puiford Ocean Inc.]
[Rayford Navigation Corp.] [Rossington Marine
Corp.] [Quex Shipping Inc.]

1

Contents

Clause	Page
1 Definitions		4
2 Charging clause		5
3 Representations and warranties		6
4 Covenants by the Shareholder		7
5 Dividends and voting rights		10
6 Further assurance		11
7 Powers of the Chargee		11
8 Attorney		13
9 Continuing security and other matters		13
10 Discharge of security		15
11 Certificates		15
12 Payments		15
13 Notices and other matters		16
14 Law and jurisdiction		17
Schedule 1 The Shares		18
Schedule 2 Specimen instrument of transfer		19
Schedule 3 Form of Shareholder’s letter of authority		20
Schedule 4 Form of irrevocable proxy		21
Schedule 5 Directors’ resignation letter		22
Schedule 6 Directors’ letter of authority		23
Schedule 7 Form of dividend mandate		24

2

THIS DEED is dated 30 September 2009 made BETWEEN:

(1)	BULK ENERGY TRANSPORT (HOLDINGS) LIMITED a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Shareholder”); and
(2)	CITIBANK INTERNATIONAL PLC whose registered office is at 33 Canada Square, Canary Wharf, London E14 5LB, England, acting for the purposes of this Deed through its office at 8 Othonos Street, 105 57 Athens, Greece as security agent and trustee for and on behalf of the Secured Creditors (as defined below) and for the benefit of itself and the Secured Creditors (the “Chargee”).

WHEREAS:

(A)	the Shareholder is the registered and beneficial owner of 50,000 registered shares of $1.00 each in [Lewisham Maritime Inc.] [Pulford Ocean Inc.] [Rayford Navigation Corp.] [Rossington Marine Corp.] [Quex Shipping Inc.], a company incorporated in the British Virgin Islands, (the “Company”) representing all of the issued and paid up share capital of the Company;
(B)	by a loan agreement dated 26 June 2007 as amended and supplemented by a first supplemental agreement dated 16 October 2007 and a supplemental letter dated 10 July 2008 (together the “Original Agreement”) and made between (inter alios) (i) the Company, Creighton Development Inc., [Lewisham Maritime Inc.] [Pulford Ocean Inc.] [Rayford Navigation Corp.] [Rossington Marine Corp.] [Quex Shipping Inc.], as joint and several borrowers (therein and herein together referred to as the “Borrowers”), (ii) the banks and financial institutions referred to in schedule 1 thereto as lenders (the “Banks”), (iii) Citibank International plc as agent (in such capacity the “Agent” and, together with the Banks, the “Secured Creditors”) and Security Agent (iv) Citigroup Global Markets Limited as Arranger, (v) Citibank International plc as account bank (the “Account Bank”), and as further amended and restated by a supplemental agreement dated 30 September 2009 (the “Supplemental Agreement” and, together with the Original Agreement, the “Loan Agreement”), made between (inter alia) the Borrowers, the Banks, the Agent and the Account Bank, the Banks agreed (inter alia) to advance (and have advanced) by way of loan to the Borrowers, as joint and several borrowers, upon the terms and conditions therein contained, the principal sum of Two hundred and twenty two million Dollars ($222,000,000) of which the principal amount outstanding at the date hereof is One hundred and forty three million ninety nine thousand four hundred and fifty five Dollars and fifty cents ($143,099,455.50);
(C)	by a guarantee dated 26 June 2007 and made between (i) the Shareholder, (therein referred to as the “Guarantor”) and (ii) the Chargee as security agent and trustee for the Secured Creditors, as amended by the Supplemental Agreement (together the “Corporate Guarantee”) the Shareholder guaranteed the payment of any moneys owing by the Borrowers to the Secured Creditors under the Loan Agreement and the other Security Documents (as defined in the Loan Agreement);
(D)	pursuant to clause 16.14 of the Loan Agreement, each of the Secured Creditors has appointed the Chargee (referred to in the Loan Agreement as the “Security Agent”) as its security agent and trustee and pursuant to a Trust Deed dated 26 June 2007 executed by the Chargee (as trustee) in favour of the Secured Creditors, the Chargee agreed to hold, receive, administer and enforce this Charge for and on behalf of itself and the Secured Creditors; and
(E)	the Supplemental Agreement provides that as a condition precedent to (inter alia) the amendments to the Security Documents contained therein becoming effective, the Shareholder should execute in favour of the Chargee a charge in respect of the Shares (as defined below) in the form of this Deed (being one of the “Share Pledges” referred to in the Loan Agreement.

3

NOW THIS DEED WITNESSES as follows:

1	Definitions
1.1	Defined expressions
	Words and expressions defined in the Loan Agreement and the Corporate Guarantee shall, unless the context otherwise requires, have the same meanings when used in this Deed.

1.2	Definitions
	In this Deed, unless the context otherwise requires:
	“Agent” includes its successors in title and its replacements;
	“Banks” includes their Transferee Banks and their respective successors in title; “Chargee” includes its successors in title and its replacements;
	“Guaranteed Liabilities” has the meaning given to it in the Corporate Guarantee;
	“Expenses” means the aggregate at any relevant time (to the extent that the same have not been received or recovered by the Chargee) of:

(a)

all losses, liabilities, costs, charges, expenses, damages and outgoings of whatever nature (including, without limitation, Taxes and registration fees) suffered, incurred or paid by the Chargee or the Secured Creditors or any of them in connection with the exercise of the powers referred to in or granted by this Deed or otherwise payable by the Shareholder in accordance with clauses 7.6 and 7.7; and

(b)

interest on all such losses, liabilities, costs, charges, expenses, damages and outgoings from the date on which the same was suffered, incurred or paid by the Chargee until the date of receipt or recovery thereof (whether before or after judgment) at a rate per annum calculated in accordance with clause 2.5 of the Corporate Guarantee (as, in the absence of manifest error, conclusively certified by the Chargee);

“Outstanding Indebtedness” means the aggregate of the Guaranteed Libailities, all interest accrued and accruing thereon, the Expenses and all other sums of money from time to time owing to the Secured Creditors or any of them and/or the Chargee, whether actually or contingently, under or pursuant to the Corporate Guarantee and the other Security Documents or any of them;

“Relevant Jurisdiction” means any jurisdiction in which or where the Shareholder is incorporated, resident, domiciled has a permanent establishment, carries on or has a place of business or is otherwise effectively connected;

“Secured Property” means the Shares and all stock, shares, warrants, securities, rights, moneys or property (including the dividends, interest or income thereon or therefrom) accruing or acquired at any time and from time to time by way of redemption, purchase, bonus, preference, option or otherwise to or in respect of or derived from all or any of the Shares or any derivatives thereof, including the proceeds of any sale of any of the Shares;

“Shareholder includes the successors in title of the Shareholder;

“Shares” means the shares in the capital of the Company registered in the name of the Shareholder and beneficially owned by the Shareholder details of which are set out in schedule 1 and shall include any other shares in the capital of the Company which may hereafter be registered in the name of, or beneficially owned by, the Shareholder and/or its nominee or trustee; and

“Taxes” includes all present and future taxes, levies, imposts, duties, fees or

4

charges of whatever nature together with interest thereon and penalties in respect thereof and “Taxation” shall be construed accordingly.

1.3	Headings
	Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Deed.
1.4	Construction of certain terms
	In this Deed, unless the context otherwise requires:

1.4.1	references to clauses and schedules are to be construed as references to clauses of, and schedules, to this Deed and references to this Deed include its schedules;
1.4.2	references to (or to any specified provision of) this Deed or any other documents shall be construed as references to this Deed, that provision or that document as in force for the time being as amended in accordance with the terms thereof, or, as the case may be, with the agreement of the relevant parties and, where such consent is, by the terms of this Deed or the relevant document required to be obtained as a condition to such amendment being permitted, the prior written consent of the Chargee;
1.4.3	references to a “regulation” include any present or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law) of any agency, authority, central bank or government department or any self regulatory or other national or supra-national authority;
1.4.4	words importing the plural shall include the singular and vice versa;
1.4.5	references to a person shall be construed as references to an individual, firm, company, corporation, unincorporated body of persons or any Government Entity; and
1.4.6	references to any enactment shall be construed as references to such enactment as reenacted, amended or extended.

1.5	Conflict with Loan Agreement and Corporate Guarantee
	This Deed shall be read together with the Loan Agreement and the Corporate Guarantee but, in the case of any conflict between (a) this Deed and (b) either of the said instruments, the provisions of that other instrument shall prevail.
2	Charging clause
	In consideration of the Banks, at the request of, inter alios, the Shareholder, agreeing to make and having made the Loan available to the Borrowers and to enter into the Supplemental Agreement, the Shareholder with full title guarantee hereby charges and agrees to charge to the Chargee as security for the payment of the Outstanding Indebtedness and as a continuing security for the payment of all moneys and the discharge of all obligations and liabilities hereby. covenanted to be paid or otherwise hereby secured by way of a first fixed charge all of its interest in and to all of the Secured Property.

3	Representations and warranties
3.1	Representations and warranties
	The Shareholder hereby represents and warrants to the Chargee that:

3.1.1	Title to Shares
	the Shareholder is the registered holder of the Shares and is the beneficial owner of and has full right and title to, and has hereby charged, the Secured Property and the Shares are free from any Encumbrance of any kind (other than the Encumbrance hereby created) and are not, nor shall they be, subject to any option;

5

3.1.2	Shares fully paid
	the Shares are fully paid or credited as fully paid and no calls have been, or can be, made in respect of the Shares;
3.1.3	Due incorporation
	the Shareholder is duly incorporated and validly existing in good standing under the laws of the Marshall Islands and has power to carry on its business as it is now being conducted and to own its property and other assets;
3.1.4	Corporate power
	the Shareholder has power to execute, deliver and perform its obligations under this Deed and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same;
3.1.5	Binding obligations
	this Deed constitutes valid and legally binding obligations of the Shareholder enforceable in accordance with its terms;
3.1.6	No conflict with other obligations
	the execution and delivery of, the performance of its obligations under, and the compliance by the Shareholder with the provisions of, this Deed will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which the Shareholder is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which the Shareholder is a party or is subject or by which it or any of its property is bound, (iii) contravene or conflict with any provision of the Shareholder’s constitutional documents or (iv) result in the creation or imposition of or oblige the Shareholder to create any Encumbrance (other than a Permitted Encumbrance) on the Shareholder’s undertaking or on the Shareholder’s assets, rights or revenues;
3.1.7	No litigation
	no litigation, arbitration or administrative proceeding is taking place, pending or, to the knowledge of the officers of the Shareholder, threatened against the Shareholder which could have a material adverse effect on the business, assets or financial condition of the Shareholder;
3.1.8	Choice of law the choice by the Shareholder of English law to govern this Deed and the submission by the Shareholder to the non-exclusive jurisdiction of the courts of England are valid and binding;

3.1.9 Consents obtained

every consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by the Shareholder to authorise, or required by the Shareholder in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of this Deed or the performance by the Shareholder of its obligations hereunder or thereunder has been obtained or made and is in full force and effect and there has been no default in the observance of any of the conditions or restrictions imposed in or in connection with any of the same;

3.1.10 Obligations of the Shareholder

the obligations of the Shareholder under this Deed are direct, general and unconditional obligations of the Shareholder;

3.1.11 No other security or lien

the Shareholder has not taken or received any security or lien from the Company in

6

respect of any liability hereunder or in respect of any other liability of the Company to the Shareholder;

3.1.12 No filings required

it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Deed that it or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to this Deed and this Deed is in proper form for its enforcement in the courts of any Relevant Jurisdiction; and

3.1.13 No immunity

neither the Shareholder nor any of its assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement).

3.2 Repetition of representations and warranties

The representations and warranties in clause 3.1 shall be deemed to be repeated by the Shareholder on and as of each day from the date of this Deed until all moneys due or owing by the Shareholder under the Corporate Guarantee have been repaid in full as if made with reference to the facts and circumstances existing on each such day.

4	Covenants by the Shareholder
4.1	Supporting documents

The Shareholder hereby covenants with the Chargee that during the continuance of this Deed the Shareholder will at all times deposit with the Chargee and permit the Chargee during the continuance of this security to hold and retain:

4.1.1 Certificates

all stock and share certificates and documents of title relating to the Shares together with any other documents of title relating to the Secured Property;

4.1.2	Transfers
	transfers of the Shares, duly completed in favour of the Chargee or its nominees or otherwise as the Chargee may direct in the form set out in schedule 2 together with letters of authority in respect of such transfers in the form set out in schedule 3;
4.1.3	Irrevocable proxies
	an irrevocable proxy/proxies in respect of the Shares executed by the Shareholder in favour of the Chargee in the form set out in schedule 4, entitling the Chargee to exercise, subject to clause 5.1, all voting rights in respect of the Shares;
4.1.4	Directors’ resignation letters
	executed undated resignation letters from each Director of the Company in the form set out in schedule 5 together with letters of authority from each Director of the Company in the form set out in schedule 6; and
4.1.5	Further documents
	all such other documents as the Chargee may from time to time reasonably require for perfecting its title to the Shares and/or the Secured Property or for vesting or enabling it to vest the same in itself or its nominees or in any purchaser to

7

the intent that the Chargee may at any time without notice present them for registration.

4.2 Continuing covenants

The Shareholder hereby further covenants with the Chargee that during the continuance of this Deed the Shareholder will at all times:

4.2.1	Prompt payment
	duly and promptly pay all calls, instalments or other payments which from time to time may become due in respect of any of the Shares;
4.2.2	New certificates
	duly register or procure that the Directors of the Company duly register all transfers of the Shares from time to time lodged with them by or on behalf of the Chargee or its nominees and issue, and deliver to the Chargee, a new certificate or certificates for the Shares in the name of the Chargee or its nominees as soon as possible following receipt of such transfers from the Chargee;
4.2.3	Negative undertakings
	not (without the prior written consent of the Chargee):

(a)	create or permit to subsist any Encumbrance other than a Permitted Encumbrance on or over the Secured Property or any part thereof or interest therein; or
(b)	sell, transfer or otherwise dispose of the Secured Property or any part thereof or interest therein or attempt or agree so to do; or
(c)	suffer or permit the Company to cancel, increase, create or issue or agree to issue or put under option or agree to put under option any share or loan capital or obligation now or hereafter convertible into share or loan capital of or in the Company of any class or call any uncalled capital; or
(d)	suffer or permit the Company to make any alteration to, grant any rights in relation to or otherwise re-organise or purchase or reduce the share capital or reserves of the Company in any way or enter into any composition or arrangement with its creditors or any class of creditors of the Company; or
(e)	convene any meeting with a view either to the alteration of any of the provisions of the Company’s constitutional documents or to passing a resolution that the Company be wound up; or
(f)	suffer or permit the Company to permit any person other than the Shareholder to be registered as holders of the Shares or any part thereof;

4.2.4 Appointment of further directors

duly and promptly notify the Chargee of the appointment of any further Director or Directors of the Company (whether by way of replacement of, or addition to, any of the existing Directors) and thereafter duly and promptly deliver to the Chargee the letter or letters of resignation and letter or letters of authority referred to in clause 4.1 duly signed by such additional Director or Directors;

4.2.5 Maintenance of value of security

not do or cause or permit to be done anything which in any way depreciates, jeopardises or otherwise prejudices the value to the Chargee of the security created by this Deed;

8

4.2.6 Indebtedness due from the Company

not demand or accept repayment in whole or in part of any Indebtedness now or hereafter due to the Shareholder from the Company or from any other person liable or demand or accept any security in respect of the same or assign or charge the same as security;

4.2.7 No set-off or counterclaim

not claim any set-off or counterclaim against the Company or any other person liable or claim or prove in competition with the Chargee or the Secured Creditors in the bankruptcy or liquidation (or equivalent) of the Company or any other person liable or have the benefit of, or share in, any payment from or composition with, the Company or any other person liable for any Indebtedness of the Company or other any person liable but so that, if so directed by the Chargee, it will prove for the whole or any part of its claim in the liquidation or bankruptcy (or equivalent) of the Company on terms that the benefit of such proof and of all money received by it in respect thereof shall be held on trust for the Chargee and applied in or towards discharge of the liabilities and obligations of the Shareholder to the Chargee under this Deed in such manner as the Chargee shall deem appropriate;

4.2.8	No subrogation
	not exercise its rights of subrogation, reimbursement and indemnity against the Company;

4.2.9	Payments and compositions
	not have the benefit of any share in any payment or composition from the Company or any other person or in any other guarantee or security now or hereafter held by the Chargee;

4.2.10	No Encumbrance
	not take or receive any Encumbrance from the Company in respect of the liability of the Shareholder under this Deed; and

4.2.11 Reports, etc.

if requested by the Mortgagee promptly send to the Chargee a copy of every report or other notice, statement or circular sent or delivered to the Shareholder by the Company.

4.3 Further covenants

The Shareholder hereby respectively further covenants and agrees with the Chargee that:

4.3.1 Powers on default

the Chargee and its nominees, at the discretion of the Chargee, may following the occurrence of any Event of Default which is continuing exercise in the name of the Shareholder or otherwise at any time whether pursuant to the powers conferred upon the Chargee under any irrevocable proxy/proxies referred to in clause 4.1.3 and whether before or after demand for payment and without any further consent or authority on the part of the Shareholder in respect of the Shares any voting rights and all powers given to trustees by the Trustee Act 2000 in respect of securities or property subject to a trust and any powers or rights which may be exercisable by the person in whose name the Shares are registered but such power shall be exercised subject to the provisions of clause 5;

4.3.2 Transfer of Shares to Chargee

if so requested by the Chargee, following an Event of Default which is continuing,

9

transfer all or any of the Shares to the Chargee or to its nominees and the Chargee may hold all or any of the Shares in any branch of the Chargee or with any correspondents or other agents whether in Greece or overseas and all the Shares shall be held at the expense and risk of the Shareholder; and

4.3.3 Copies of this Deed

it will file or cause to be filed a copy of this Deed with the Secretary (or other appropriate officer) of the Company for the purpose of giving notice of this charge to the Company and that it will obtain and deliver to the Chargee an acknowledgement of such filing.

5	Dividends and voting rights
5.1	Voting rights

Unless and until an Event of Default has occurred or the Shareholder is in breach of any term of this Deed, the Shareholder shall be entitled to exercise all voting and other rights vested in the holder of the Shares provided that the Shareholder shall not exercise such rights in a manner which would or might derogate from the security created by this Deed or conflict with any provision of any of the Security Documents.

5.2 Dividend rights

If a Default has occurred and is continuing, or the Shareholder is in breach of any term of this Deed, the Chargee may require that any dividends, interest or other moneys which may be paid or payable in respect of the Secured Property shall be paid to the Chargee and shall be applied by the Chargee in or towards payment of the Expenses and the balance shall be applied by the Chargee (and the Shareholder hereby irrevocably and unconditionally authorises the Chargee to make such application notwithstanding that the Chargee may have made no demand for payment under the Corporate Guarantee) in accordance with clause 2.10 of the Corporate Guarantee. So long as no Default has occurred and the Shareholder is not in breach of any term of this Deed and so long as the payment of any dividends, interest or other moneys does not constitute or give rise to a breach of any provision of the Security Documents, any such dividends shall be paid to the Shareholder.

5.3 Delivery of dividend mandate

Where the Chargee becomes entitled to receive dividends pursuant to clause 5.2 following the occurrence of a Default which is continuing, the Shareholder shall immediately execute and deliver to the Company a dividend mandate in the form set out in schedule 7.

5.4 Payment of dividends and interest

Any dividends, interest or other moneys or property hereby charged which may be received by the Shareholder after the power of sale under clause 7.1 has arisen shall be held in trust for the Chargee and paid or delivered to the Chargee on demand in writing for application in accordance with clause 5.2.

6	Further assurance
6.1	Execution of further charges

The Shareholder shall, at its own expense at any time if and when required by the Chargee execute such further legal or other charges or assignments in favour of the

10

Chargee as the Chargee shall from time to time reasonably require over all or any of the Secured Property and all rights relating thereto both present and future (including any substituted securities and any vendor’s lien) and any other transfers or documents the Chargee may from time to time reasonably require for perfecting its title to the same or for vesting or enabling it to vest the same in itself or its nominees or in any purchaser to secure all moneys, obligations and liabilities hereby covenanted to be paid or otherwise hereby secured or to facilitate realisation of the Secured Property or the exercise of the powers conferred on the Chargee, such further charges or assignments to be prepared by or on behalf of the Chargee at the cost of the Shareholder and to contain an immediate power of sale without notice, a clause excluding section 93 and the restrictions contained in section 103 of the Law of Property Act 1925 and such other clauses for the benefit of the Chargee as the Chargee may reasonably require.

6.2 Registration

The Shareholder also undertakes at its own expense from time to time to execute, sign, perfect, do and (if required) register every such further assurance, document, act or thing as in the opinion of the Chargee may be necessary or desirable for the purpose of more effectually charging or assigning the Secured Property or perfecting the security constituted or intended to be constituted by this Deed.

7 Powers of the Chargee

7.1	Enforcement
	At any time after the occurrence of an Event of Default which is continuing:

7.1.1 Enforcement

the Chargee or any person nominated by the Chargee wheresoever situate, may, at its discretion, prior to or after exercising the rights referred above:

(a) complete the transfers in respect of the Shares deposited with the Chargee in accordance with clause 4.1.2 by dating the same and (b) submit all or any of the said transfers together with any stock or share certificates in respect thereof for registration in the name of the Chargee or any nominee or any nominee of the Chargee and thereafter the Chargee or any nominee of the Chargee may exercise without further notice and without the restrictions contained in section 103 of the Law of Property Act 1925 in respect of all or any of the Secured Property all the powers or rights which may be exercisable by the registered holder of the Shares and all other powers conferred on mortgagees by the Law of Property Act 1925 as hereby varied or extended ; and

7.1.2 Application of dividends and interest

any dividends, interest or other payments which may be received or receivable by the Chargee or by any nominee in respect of any of the Secured Property may be applied by the Chargee as though they were proceeds of sale in accordance with clause 7.5.

7.2 Section 93 Law of Property Act 1925

Section 93 of the Law or Property Act 1925 shall not apply to this security or to any security given to the Chargee pursuant hereto.

7.3 Sale or disposal

In exercising the powers referred to in clause 7.1, the Chargee may sell or dispose of the Secured Property or any part thereof at such times in such manner for such consideration and generally on such terms and conditions as the Chargee may think fit. Any such sale or disposition may be for cash or other valuable

11

consideration and be payable immediately or by instalments spread over such period as the Chargee shall think fit.

7.4 No enquiry by purchaser

No purchaser or other person shall be bound or concerned to see or enquire whether the right of the Chargee to exercise any of the powers hereby conferred has arisen nor be concerned with notice to the contrary or with the propriety of the exercise or purported exercise of such powers.

7.5 Application of proceeds

All moneys received by the Chargee under, or in the exercise of any powers conferred by, this Deed shall be applied in or towards payment of the Expenses and the balance shall be applied in accordance with clause 2.10 of the Corporate Guarantee.

7.6 Expenses

The Shareholder shall pay to the Chargee on a full indemnity basis on demand:

7.6.1	all expenses (including legal and out-of-pocket expenses) incurred by the Chargee in connection with the negotiation, preparation, execution or registration of this Deed and of any amendment or extension or the granting of any waiver or consent under this Deed; and
7.6.2	all expenses (including legal and out-of-pocket expenses) incurred by the Chargee in contemplation of, or otherwise in connection with, the enforcement or preservation of any rights under this Deed or otherwise in respect of the Outstanding Indebtedness or the security therefor.

7.7 Indemnity

The Shareholder hereby agrees and undertakes to indemnify the Chargee against all losses, actions, claims, expenses, demands, obligations and liabilities whatsoever and whenever arising which may now or hereafter be incurred by the Chargee or by any manager, agent, officer or employee of the Chargee for whose liability, act or omission it or they, or any of them may be answerable, in respect of, in relation to or in connection with anything done or omitted in the exercise or purported exercise of the powers contained in this Deed or otherwise in connection therewith and herewith or with any part of the Secured Property or otherwise howsoever in relation to, or in connection with, any of the matters dealt with in the Corporate Guarantee or in any of the other Security Documents.

7.8 Liability of Chargee

The Chargee shall not be liable to account as mortgagee in possession in respect of all or any of the Secured Property and shall not be liable for any loss upon realisation or for any neglect or default to present any interest coupon or any bond or stock drawn for repayment or for any failure to pay any call or instalment or to accept any offer or to notify the Shareholder of any such matter or for any other loss of any nature whatsoever in connection with the Secured Property.

8	Attorney
8.1	Power of attorney

The Shareholder by way of security hereby irrevocably appoints the Chargee to be its attorney in its name and on its behalf and as its act and deed or otherwise to execute,

12

seal, deliver and complete any transfers or other documents which the Chargee may require for perfecting its title to or for vesting the Shares both present and future in the Chargee or its nominees or in any purchaser and to make any alteration or addition to the Shares comprised therein or any other alteration or addition and to re-deliver the same thereafter and otherwise generally to sign, seal, deliver and otherwise perfect any such transfers or other documents and any legal or other charges or assignments over the Shares referred to in clause 6 and to all such acts and things as may be required for the full exercise of the powers hereby conferred including any sale or other disposition realisation or getting in of the Secured Property and the Shareholder ratifies and confirms, and agrees to ratify and confirm any deed, assurance, agreement, instrument, act or thing which any such attorney may lawfully execute or do. Provided always that such power shall not be exercisable until the occurrence of an Event of Default which is continuing.

8.2 Dealings with attorneys

The exercise of such power by or on behalf of the Chargee shall not put any person dealing with the Chargee upon any enquiry as to whether an Event of Default has occurred, or whether the Chargee has made a demand for payment in accordance with the Corporate Guarantee, nor shall such person be in any way affected by notice that no such event has occurred and the -exercise by the Chargee of such power shall constitute conclusive evidence of its right to exercise the same.

8.3 Filings

The Shareholder hereby irrevocably appoints the Chargee to be its attorney in its name and on its behalf to agree the form of and to do and execute all deeds, instruments, acts and things to file, record, register or enrol this Deed which the Chargee may in its discretion consider necessary or advisable, now or in the future, to ensure the legality, validity, enforceability or admissibility in evidence of this Deed.

9	Continuing security and other matters
9.1	Continuing security

It is agreed that the security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Chargee hereunder:

9.1.1	shall be held by the Chargee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Loan Agreement, the Corporate Guarantee and the other Security Documents, express or implied;
9.1.2	shall be in addition to and shall not prejudice or affect and may be enforced by the Chargee without prior recourse to, the security created by any other of the Security Documents or by any present or future right or remedy held by or available to the Chargee or the Secured Creditors or any of them or any right or remedy of the Chargee or the Secured Creditors or any of them thereunder;
9.1.3	may be enforced by the Chargee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Chargee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Company or any other person;
9.1.4	shall not be satisfied by any intermediate payment or satisfaction of any part of the

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	Outstanding Indebtedness or by any settlement of accounts between the Company, Shareholder or any other person who may be liable to the Chargee or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Chargee or the Secured Creditors or any of them;
9.1.5	shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Chargee or the Secured Creditors or any of them to the Company or any other person, by any amendment or supplement to the Corporate Guarantee, the Loan Agreement, any of the other Security Documents or any other document, by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Company or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6	shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Company, the Chargee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Company or any other person, whether or not known to the Chargee, by any invalidity or irregularity or unenforceability of the obligations of the Company or any other person under the Corporate Guarantee, the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Company or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder will keep the Chargee fully indemnified against any loss suffered by the Chargee as a result of any failure by the Company or such other party to perform any such obligation or purported obligation.

9.2	Rights additional
	All the rights, remedies and powers vested in the Chargee hereunder shall be in addition to and not a limitation of any and every other right, power or remedy vested in the Chargee or, as the case may be, the Secured Creditors or any of them under this Deed, the Loan Agreement, the Corporate Guarantee, the other Security Documents or at law and all the powers so vested in the Chargee or, as the case may be, the Secured Creditors may be exercised from time to time and as often as the Chargee or, as the case may be, the Secured Creditors may deem expedient.
9.3	No enquiry
	The Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Deed or to make any claim or take any action to collect any moneys receivable by the Chargee in the exercise of any powers conferred by this Deed or to enforce any rights or benefits hereby assigned to the Chargee or to which the Chargee may at any time be entitled under this Deed.
9.4	Suspense account
	Any moneys received by virtue of or in connection with the security created by this Deed may be placed to the credit of a suspense account with a view to preserving the rights of the Chargee and/or the other Secured Creditors or any of them to prove for the whole of the Outstanding Indebtedness against the Company in the event of any proceedings in, or analogous to, liquidation, composition or arrangement.
9.5	Settlements conditional
	Any release, discharge or settlement between the Shareholder and the Chargee shall be conditional upon no security, disposition or payment to the Chargee or the Secured Creditors or any of them by the Company, the Borrowers, the Shareholder or

14

any other person being void or set aside or ordered to be refunded pursuant to any provisions or enactments relating to bankruptcy, liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled, the Chargee shall be entitled to enforce the security created by this Deed and the other Security Documents as if such release, settlement or discharge had not occurred and any such payment had not been made.

9.6

No responsibility for loss

The Chargee shall not be responsible for any loss occasioned by the timing of the exercise of its powers under this Deed.

10 Discharge of security

On payment of the Outstanding Indebtedness in full the security hereby constituted shall terminate and the Chargee shall, at the request and cost of the Shareholder, deliver, transfer or cause to be released to the Shareholder or to such person or persons as the Shareholder shall direct the documents and other articles referred to in clause 4.1 and release and retransfer the Secured Property to the Shareholder or to such person or persons as the Shareholder shall direct, free and discharged from the security hereby constituted.

11 Certificates

Any certificates or determination of the Chargee as to the amount owing by the Shareholder to the Chargee under, or secured by, this Deed shall, in the absence of manifest error, be conclusive and binding on and against the Shareholder.

12 Payments

12.1 No deductions

All payments to be made by the Shareholder under this Deed shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in clause 12.2, free and clear of any deductions or withholdings, in Dollars on the due date to such account as the Chargee shall from time to time notify to the Shareholder.

12.2 Grossing-up for Taxes

If at any time the Shareholder is required to make any deduction or withholding in respect of Taxes from any payment due under this Deed for the account of the Chargee, the sum due from the Shareholder in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Chargee receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Shareholder shall indemnify the Chargee against any losses or costs incurred by reason of any failure of the Shareholder to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Shareholder shall promptly deliver to the Chargee any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid.

12.3 Currency indemnity

If any sum due from the Shareholder under this Deed or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable under this Deed or under such order or judgment into another currency (the “second currency”) for the purpose of (a) making or filing a claim or

15

proof against the Shareholder, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to this Deed, the Shareholder shall indemnify and hold harmless the Chargee from or against any loss suffered as a result of any difference between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which the Chargee may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. Any amount due from the Shareholder under this clause 12.3 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Deed and the term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.

13	Notices and other matters
13.1	Notices

The provisions of clause 17.1 of the Loan Agreement shall apply mutatis mutandis in respect of any certificate, notice, demand or other communication given or made under this Deed save that any certificate, advice, demand or other communication shall be sent, if to be sent to the Shareholder, to it at:

c/o Enterprises
Shipping and
Trading S.A. 11
Posidonos Avenue
167 77 Athens
Greece

Fax:     +30 210 894 8403 Attention: Finance Department

13.2 No waiver

No failure or delay by the Chargee in exercising any right, power or remedy vested in it under this Deed shall operate as a waiver thereof nor shall any single or partial exercise or waiver of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. The remedies provided in this Deed are cumulative and are not exclusive of any remedies provided by law.

13.3 Severability

Each of the provisions of this Deed is severable and distinct from the others and if at any time one or more of such provisions is or becomes invalid illegal or unenforceable the validity legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

13.4 Delegation of powers

The Chargee shall be entitled, at any time and as often as may be expedient, to delegate all or any of the powers and discretions vested in it by this Deed (including the power vested in it by virtue of clause 8) in such manner, upon such terms, and to such person as the Chargee in its absolute discretion may think fit.

13.5 Benefit of this Deed

This Deed shall be binding on, and enure for the benefit of, the Shareholder and the

16

Chargee and their respective successors and, in the case of the Chargee, its replacements.

13.6	Assignment by Shareholder
	The Shareholder may not assign or transfer any of its rights or obligations under this Deed.
13.7	Disclosure of information
	The Chargee may disclose to a potential Transferee Bank or to any other person who may propose entering into contractual relations with the Chargee or any Bank in relation to the Loan Agreement such information about the Shareholder as the Chargee shall consider appropriate Provided that the relevant Bank has entered into a confidentiality agreement with the Chargee in connection with any such information.
13.8	Replacements of Chargee
	The Shareholder expressly acknowledges and accepts the provisions of clause 16 of the Loan Agreement and agrees that any person who replaces the Chargee in accordance with such clause shall be entitled to the benefit of this Deed.
14	Law and jurisdiction
14.1	Law
	This Deed and any non-contractual obligations connected with it are governed by, and shall be construed in accordance with, English law.
14.2	Submission to jurisdiction

For the benefit of the Chargee, the parties hereto irrevocably agree that any legal action or proceedings arising out of or in connection with this Deed (including any non-contractual obligations connected with it), against them or their assets may be brought in the courts of England or in the courts of any other country chosen by the Chargee, each of which shall have jurisdiction to settle any disputes arising out of or in connection with this Deed. The Shareholder hereby unconditionally submits to the jurisdiction of such courts and irrevocably designates, appoints and empowers E.J.C. Album, Solicitor at present of Exchange Tower (10th floor), 1 Harbour Exchange Square, London E14 9GE, England to receive, for it and on its behalf, service of process issued out of the courts of England in any such legal action or proceedings and the Shareholder further undertakes that, in the event that such individual passes away or cannot be found, the Shareholder hereby irrevocably and unconditionally authorises the Chargee to designate, appoint and empower on its behalf, Messrs Cheeswrights at its then principal place of business in London as substitute process agents of E.J.C. Album for the purposes of this clause. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Chargee to take proceedings against the Shareholder in the courts of any other competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. The Shareholder further agrees that only the courts of England and not those of any other State shall have jurisdiction to determine any claim which the Shareholder may have against the Chargee arising out of or in connection with this Deed (including any non-contractual obligations connected with it).

14.3 Contracts (Rights of Third Parties) Act 1999

No term of this Deed is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Deed.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed the day and year first before written.

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Schedule 1

The Shares

			No. of stocks/ shares		Par value of each share
Name of Shareholder	Certificate nos.		etc.		($)
Bulk Energy Transport (Holdings) Limited		1		50,000		1.00

18

Schedule 2

Specimen instrument of transfer

Stock Power

FOR VALUE RECEIVED                                         hereby sell, assign and transfer unto [please insert Social Security or other identifying number of assignee) ( ) Shares of [Lewisham Maritime Inc.] [Pulford Ocean Inc.] [Rayford Navigation Corp.] [Rossington Marine Corp.] [Quex Shipping Inc.] Limited standing in our name on the books of the said Company represented by
Certificate(s) No(s).                                        herewith, and do hereby irrevocably constitute and appoint                                        attorney to transfer the said stock on the books of the said Company with full power of substitution in the premises.

Dated:

For and on behalf of

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

In the presence of:                     

19

Schedule 3

Form of Shareholder’s letter of authority

To: Citibank International plc
8 Othonos Street
105 57 Athens
Greece

Date:     

Dear Sirs

[Lewisham Maritime Inc.] [Pulford Ocean Inc.] [Rayford Navigation Corp.] [Rossington Marine Corp.] [Quex Shipping Inc.] (the “Company”)

We hereby unconditionally and irrevocably authorise you to date and otherwise complete the stock transfer form[s] in respect of our shares in the Company deposited by ourselves with yourselves pursuant to the charge dated [•] 2009 (the “Charge”) between (1) ourselves Bulk Energy Transport (Holdings) Limited and (2) yourselves, as and when you become entitled to date and complete the same pursuant to the terms of the Charge.

Yours faithfully

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

20

Schedule 4

Form of irrevocable proxy

We, BULK ENERGY TRANSPORT (HOLDINGS) LIMITED hereby irrevocably appoint CITIBANK INTERNATIONAL PLC as our proxy to vote at meetings of the Shareholders of [Lewisham Maritime Inc.] [Pulford Ocean Inc.] [Rayford Navigation Corp.] [Rossington Marine Corp.] [Quex Shipping Inc.] (the “Company”) in respect of any existing or further shares in the Company which may have been or may from time to time be issued to us and/or registered in our name. This proxy is irrevocable by reason of being coupled with the interest of CITIBANK INTERNATIONAL PLC as chargee of the aforesaid shares.

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Dated: [•]

21

Schedule 5

Directors’ resignation letter

To: The Secretary and Directors,

[Lewisham Maritime Inc.] [Pulford Ocean Inc.] [Rayford Navigation Corp.] [Rossington Marine Corp.] [Quex Shipping Inc.] (the “Company”)

Date:     

Dear Sirs

I hereby resign as a director/officer of the Company and confirm that I have no right to compensation or claims against the Company for loss of office, arrears of pay or otherwise howsoever.

Yours faithfully

22

Schedule 6

Directors’ letter of authority

To: Citibank International plc
8 Othonos Street
105 57 Athens
Greece

Date: [•] 2009

Dear Sirs

[Lewisham Maritime Inc.] [Pulford Ocean Inc.] [Rayford Navigation Corp.] [Rossington Marine Corp.] [Quex Shipping Inc.] (the “Company”)

I hereby unconditionally and irrevocably authorise you to date the resignation letter in respect of the Company deposited by me with you pursuant to the charge dated [•] 2009 (the “Charge”) between BULK ENERGY TRANSPORT (HOLDINGS) LIMITED and yourselves, as and when you wish to do so following an Event of Default (as defined or referred to in the Charge).

Yours faithfully

23

Schedule 7

Form of dividend mandate

To: [Lewisham Maritime Inc.] [Pulford Ocean Inc.] [Rayford Navigation Corp.] [Rossington Marine Corp.] [Quex Shipping Inc.]

Dividend Mandate

With effect from today’s date and pending receipt by you of instructions from ourselves, CITIBANK INTERNATIONAL PLC of 8 Othonos Street, 105 57 Athens, Greece to the contrary we, BULK ENERGY TRANSPORT (HOLDINGS) LIMITED hereby authorise and direct you to pay any dividends, interest or other moneys paid or payable on the shares in [Creighton Development Inc.] [Lewisham
Maritime Inc.] [Pulford Ocean Inc.] [Rayford Navigation Corp.] [Rossington Marine Corp.] [Quex Shipping Inc.] registered in our name to or to the order of CITIBANK INTERNATIONAL PLC. On receipt of this mandate please acknowledge to CITIBANK INTERNATIONAL PLC at the above address that you will act in accordance with the instructions contained herein.

Dated: [•]

For and on behalf of

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

24

EXECUTED as a DEED by	)
for and on behalf of	)
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED )	)	Attorney-in-Fact
in the presence of:	)
Witness
Name:
Address:
Occupation:
EXECUTED as a DEED by	)
for and on behalf of	)
CITIBANK INTERNATIONAL PLC	)	Attorney-in-Fact
in the presence of:	)
Witness
Name:
Address:
Occupation:

25

Schedule 5

Form of Manager’s Undertaking

20

Private & Confidential

Manager’s Undertaking

To:	Citibank International plc 8 Othonos Street
	105 57 Athens
	Greece
	(as Security Agent)
From:	[Enterprises Shipping and Trading SA 80 Broad Street
	Monrovia
	Republic of Liberia]
	[Safbulk Maritime S.A.
	Trust Company Complex
	Ajeltake Island
	Majuro
	Marshall Islands M11969601

[•] 2009

Dear Sirs

Loan of US$222,000,000 to Creighton Development Inc., Lewisham Maritime Inc., Pulford Ocean Inc., Rayford Navigation Corp., Rossington Marine Corp. and Quex Shipping Inc.

1	Loan Agreement
1.1	We understand that under a loan agreement dated 26 June 2007, as amended and supplemented by a supplemental agreement dated 16 October 2007, a supplemental agreement dated 10 July 2008 and as amended and restated by a supplemental agreement dated [•] (together the “Loan Agreement”) and made between (1) Creighton Development Inc., Lewisham Maritime Inc., Pulford Ocean Inc., Rayford Navigation Corp., Rossington Marine Corp. and Quex Shipping Inc. as joint and several borrowers (together the “Borrowers”), (2) Citibank International plc as Agent (in such capacity the “Agent”), Security Agent and Account Bank, (3) the banks and financial institutions referred to in schedule 1 thereto as lenders (the “Banks” and, together with the Agent, the “Secured Creditors”) and (4) Citigroup Global Markets Limited as Arranger, the Banks have agreed to make available (and have made available) to the Borrowers, on a joint and several basis, a loan of up to Two hundred and twenty two million Dollars ($222,000,000) of which the principal amount outstanding at the date hereof is One hundred and forty three million ninety nine thousand four hundred and fifty five Dollars and fifty cents ($143,099,455.50) and that it is a condition precedent to the Banks maintaining the Loan to the Borrowers that we, [Enterprises Shipping and Trading S.A.] [Safbulk Maritime S.A.] (the “Manager”), enter into this letter of undertaking (the “Letter”) in favour of the Security Agent.
1.2	Words and expressions defined in the Loan Agreement shall, unless otherwise specified herein, have the same meanings when used herein.
2	Confirmations
2.1	We hereby confirm that:

(a) we have been appointed as the [technical] [commercial] manager of m.v. [Bet Fighter] [Bet Intruder] [Bet Commander) [Bet Prince]

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[Bet Scouter] (the “Ship”) registered under the flag of the [Isle of Man] pursuant to a management agreement dated 12 August 2009 (the “Management Agreement”) and made between ourselves and Bulk Energy Transport (Holdings) Limited as duly authorised agent for and on behalf of [Lewisham Maritime Inc.] [Rossington Marine Corp.] [Quex Shipping Inc.] [Rayford Navigation Corp.] [Pulford Ocean Inc.], the registered owner of the Ship (the “Owner”) by a letter dated [•] 2009 (such management agreement and the letter together referred to as the “Management Agreement”); and

(b)

we have accepted our appointment thereunder in accordance with the terms and conditions thereof.

2.2	We hereby further confirm that the representations and warranties set out in clause 7.2.9 of the Loan Agreement are true and correct in all respects.
3	Representations and warranties
	We hereby represent and warrant that
3.1	the copy of the Management Agreement set out in the Appendix to this Letter is a true and complete copy of the Management Agreement, that the Management Agreement constitutes valid and binding obligations of the Manager enforceable in accordance with its terms and that there have been no amendments or variations thereto or defaults thereunder by the Manager or, to the best of the Manager’s knowledge and belief, by the Owner;
3.2	the Manager is duly incorporated and validly existing in good standing under the laws of the Republic of [Liberia] [the Marshall Islands] as a corporation and has power to carry on its business as it is now being conducted and to own its property and other assets;
3.3	the Manager has power to execute and deliver and perform its obligations under this Letter and the Management Agreement and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same;
3.4	this Letter and the Management Agreement constitute or will, when executed, constitute valid and legally binding obligations of the Manager enforceable in accordance with their respective terms;
3.5	the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, this Letter and the Management Agreement by the Manager will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which the Manager is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which the Manager is a party or is subject or by which it or any of its property is bound, (iii) contravene or conflict with any provision of the constitutional documents of the Manager or (iv) result in the creation or imposition of or oblige the Manager to create any Encumbrance (other than a Permitted Encumbrance) on any of the undertakings, assets, rights or revenues of the Manager;
3.6	the choice of English law to govern this Letter and the Management Agreement, and the submission therein by the Manager to the non-exclusive jurisdiction of the English courts are valid and binding;
3.7	every consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by the Manager to authorise, or required by the Manager in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of each of this Letter and the Management Agreement or the performance by the Manager of its obligations under this Letter and the Management Agreement

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	has been obtained or made and is in full force and effect and there has been no default in the observance of any of the conditions or restrictions (if any) imposed in, or in connection with, any of the same; and
3.8	the Manager is legally and ultimately beneficially owned by such person or persons as have been disclosed by or on behalf of the Borrowers and/or the Manager to the Arranger and/or the Agent and/or the Security Agent in the negotiation of the Loan Agreement and this Letter.
4	Undertakings
	The Manager undertakes with the Security Agent that throughout the Security Period (as such term is defined in the first priority deed of covenant dated [•] (the “Deed of Covenant”) and executed by the Owner in favour of the Security Agent in respect of the Ship):
4.1	the Manager will not agree or purport to agree to any material amendment or variation of the Management Agreement without the prior written consent of the Security Agent (such consent not to be unreasonably withheld or delayed);
4.2	the Manager will procure that any sub-manager for the [technical] [commercial] management of the Ship appointed pursuant to the provisions of the Management Agreement or otherwise will, on or before the date of such appointment enter into an undertaking in favour of the Security Agent in substantially the same form (mutatis mutandis) as this Letter;
4.3	the Manager will not, without the prior written consent of the Security Agent, take any action or institute any proceedings or make or assert any claim on or in respect of the Ship or its policies and contracts of insurance (which expression includes all entries of the Ship in a protection and indemnity or war risks association) which are from time to time during the Security Period (as such term is defined in the Deed of Covenant) in place or taken out or entered into by or for the benefit of the Owner (whether in the sole name of the Owner or in the joint names of the Owner and the Security Agent or otherwise) in respect of the Ship and her Earnings (as such term is defined below) or otherwise howsoever in connection with the Ship and all benefits thereof (including claims of whatsoever nature and return of premiums) (the “Insurances”) or any moneys whatsoever from time to time due or payable to the Owner during the Security Period (as such term is defined in the Deed of Covenant) arising out of the use or operation of the Ship including (but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to the Owner in event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship (the “Earnings”) or any other property or other assets of the Owner which the Security Agent has previously advised the Manager are subject to any Encumbrance (as such term is defined in the Deed of Covenant) or right of set-off in favour of the Security Agent or the Secured Creditors or any of them by virtue of any of the Security Documents (as such term is defined in the Deed of Covenant);
4.4	the Manager will discontinue any such action or proceedings or claim which may have been taken, instituted or made or asserted, promptly upon notice from the Security Agent to do so;
4.5	the Manager does hereby subordinate any claim that it may have against the Owner or otherwise in respect of the Ship and its Earnings, Insurances and Requisition Compensation (as such term is defined in the Deed of Covenant) to the claims of the Security Agent and/or the Secured Creditors or any of them under the Loan Agreement and the other Security Documents and undertakes not to exercise any right to which it may be entitled in respect of the Owner and/or the Ship and/or its Earnings and/or Insurances and/or Requisition Compensation in competition with the Security Agent and/or the Secured Creditors; and
4.6	the Manager will provide the Security Agent with such information concerning the Ship as the Security Agent may from time to time reasonably require.

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5	Acknowledgement
	The Manager hereby acknowledges that it has seen and has reviewed the Loan Agreement and the other Security Documents.
6	Law and jurisdiction
6.1	The agreement constituted by this Letter including any non-contractual obligations connected with it are governed by, and shall be construed in accordance with, English law.
6.2	The Manager agrees, for the benefit of the Security Agent, that any legal action or proceedings arising out of or in connection with this Letter (including any non-contractual obligations connected with it) against the Manager or any of its assets may be brought in the English courts. The Manager irrevocably and unconditionally submits to the jurisdiction of such courts and irrevocably designates, appoints and empowers E.J.C. Album, Solicitor at present of Exchange Tower (10th floor), 1 Harbour Exchange Square, London E14 9GE, England to receive, for it and on its behalf, service of process issued out of the courts of England in any such legal action or proceedings and the Manager further undertakes that, in the event that such individual passes away or cannot be found, the Manager hereby irrevocably and unconditionally authorises the Security Agent to designate, appoint and empower on its behalf, Messrs Cheeswrights at its then principal place of business in London as substitute process agents of E.J.C. Album for the purposes of this Letter. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the rights of the Security Agent to take any proceedings against the Manager in the courts of any other competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.
6.3	No term of this Letter is enforceable under the provisions of the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Letter or to whom this Letter is not addressed.

Yours faithfully,

For and on behalf of

[ENTERPRISES SHIPPING AND TRADING SA] [SAFBULK MARITIME S.A.

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Appendix

Copy of the Management Agreement

5

Borrowers

EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)	/s/ Alexandros Kapellaris
CREIGHTON DEVELOPMENT INC.	)	Authorised Signatory

/s/ Katerina Karagouni Witness

Name: Katerina Karagouni

Address: Norton Rose Lir

Occupation:

EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)	/s/ Alexandros Kapellaris
LEWISHAM MARITIME INC.	)	Authorised Signatory

/s/ Katerina Karagouni Witness

Name: Katerina Karagouni

Address: Norton Rose LLP

Occupation:

6

EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)	/s/ Alexandros Kapellaris
PULFORD OCEAN INC.	)	Authorised Signatory

/s/ Katerina Karagouni Witness

Name: Katerina Karagouni

Address: Norton Rose LLP

Occupation:

EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)	/s/ Alexandros Kapellaris
RAYFORD NAVIGATION CORP.	)	Authorised Signatory

/s/ Katerina Karagouni Witness

Name: Katerina Karagouni

Address: Norton Rose LLP

Occupation: Piraeus

7

EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)	/s/ Alexandros Kapellaris
ROSSINGTON MARINE CORP.	)	Authorised Signatory

/s/ Katerina Karagouni Witness

Name: Katerina Karagouni

Address: Norton Rose

Occupation: Piraeos

EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)	/s/ Alexandros Kapellaris
QUEX SHIPPING INC.	)	Authorised Signatory

/s/ Katerina Karagouni Witness

Name: Katerina Karagouni

Address: Norton Rose LLP

Occupation:

Creditors

SIGNED by George Kakoulidis
for and on behalf of
CITIBANK INTERNATIONAL PLC		/s/ George Kakoulidis
as Agent, Security Agent, Account Bank and Bank		Attorney-in-fact
SIGNED by Gregory Kondilis	)
and by Constantinos Flokos	)
for and on behalf of	)	/s/ Gregory Kondilis
ALPHA BANK A.E.	)	Attorney-in-fact
as Bank	)
SIGNED by A. Karagouni
for and on behalf of		/s/ A. Karagouni
CREDIT SUISSE		Attorney-in-fact
as Bank
SIGNED by A. Karagouni
for and on behalf of		/s/ A. Karagouni
THE GOVERNOR AND COMPANY OF		Attorney-in-fact
THE BANK OF IRELAND
as Bank
SIGNED by A. Karagouni
for and on behalf of		/s/ A. Karagouni
SAMBA FINANCIAL GROUP, LONDON BRANCH		Attorney-in-fact
as Bank

8

SIGNED by Sotirios Panagiotou
for and on behalf of
AGRICULTURAL BANK OF GREECE S.A.		/s/ Sotirios Panagiotou
PIRAEUS BRANCH		Attorney-in-fact
as Bank
SIGNED by Nicholas Vouyoukas	)
for and on behalf of	)	/s/ Nicholas Vouyoukas
FBB-FIRST BUSINESS BANK S.A.	)	Attorney-in-fact
as Bank	)
	)
SIGNED by A. Karagouni
for and on behalf of		/s/ A. Karagouni
SCOTIABANK EUROPE PLC as Bank		Attorney-in-fact

Security Parties

EXECUTED as a DEED by Alexandros Kapellaris
for and on behalf of
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED as	/s/ Alexandros Kapellaris
Corporate Guarantor	Attorney-in-fact
in the presence of:

/s/ Katerina Karagouni Witness

Name: Katerina Karagouni

Address: Norton Rose LLP

Occupation: Piraeus

EXECUTED as a DEED by Alexandros Kapellaris
for and on behalf of
ENTERPRISES SHIPPING AND TRADING SA	/s/ Alexandros Kapellaris
as Manager	Attorney-in-fact
in the presence of:

/s/ Katerina Karagouni Witness

Name: Katerina Karagouni

Address: Norton Rose LLP

Occupation: Piraeus

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Borrowers

EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)
CREIGHTON DEVELOPMENT INC.	)	Authorised Signatory
Witness
Name:
Address:
Occupation:
EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)
LEWISHAM MARITIME INC.	)	Authorised Signatory
Witness
Name:
Address:
Occupation:
EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)
PULFORD OCEAN INC.	)	Authorised Signatory
Witness
Name:
Address:
Occupation:
EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)
RAYFORD NAVIGATION CORP.	)	Authorised Signatory
Witness
Name:
Address:
Occupation:

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EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)
ROSSINGTON MARINE CORP.	)	Authorised Signatory
Witness
Name:
Address:
Occupation:
EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)
QUEX SHIPPING INC.	)	Authorised Signatory
Witness
Name:
Address:
Occupation:

Creditors

SIGNED by George Kakoulidis	)
for and on behalf of	)
CITIBANK INTERNATIONAL PLC	)	Attorney-in-fact
as Agent, Security Agent, Account Bank and Bank	)
SIGNED by Gregory Kondilis	)
and by Constantinos Flokos	)
for and on behalf of	)
ALPHA BANK A.E.	)	Attorney-in-fact
as Bank	)
SIGNED by	)
for and on behalf of	)
CREDIT SUISSE	)	Attorney-in-fact
as Bank	)
SIGNED by	)
for and on behalf of	)
THE GOVERNOR AND COMPANY OF	)	Attorney-in-fact
THE BANK OF IRELAND	)
as Bank	)

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SIGNED by	)
for and on behalf of	)
SAMBA FINANCIAL GROUP, LONDON BRANCH	)	Attorney-in-fact
as Bank	)
SIGNED by	)
for and on behalf of	)
AGRICULTURAL BANK OF GREECE S.A.,	)	Attorney-in-fact
PIRAEUS BRANCH	)
as Bank	)
SIGNED by	)
and by	)
for and on behalf of	)
FBB-FIRST BUSINESS BANK S.A.	)	Attorney-in-fact
as Bank	)
SIGNED by	)
for and on behalf of	)
SCOTIABANK EUROPE PLC	)	Attorney-in-fact
as Bank	)

Security Parties

EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED	)	Attorney-in-fact
as Corporate Guarantor	)
in the presence of:	)
Witness
Name:
Address:
Occupation:
EXECUTED as a DEED by Alexandros Kapellaris	)
for and on behalf of	)
ENTERPRISES SHIPPING AND TRADING SA	)	Attorney-in-fact
as Manager	)
in the presence of:	)
Witness
Name:
Address:
Occupation:

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
Seanergy Maritime Holdings Corp.

We consent to the inclusion in the foregoing Registration Statement on Amendment No. 1 to Form F-1, of our report dated March 12, 2008 relating to the financial statements of Seanergy Maritime Corp. as of and for the year ended December 31, 2007, and for the period from August 15, 2006 (Inception) to December 31, 2006, which appears in the Seanergy Maritime Holdings Corp. Registration Statement on Amendment No. 1 to Form F-1. We also consent to the reference to our firm under the caption “Experts”.

/s/ Weinberg & Company, P.A.
Weinberg & Company, P.A.
Certified Public Accountants

Boca Raton, Florida
October 16, 2009

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

To the Board of Directors of
SEANERGY MARITIME HOLDINGS CORP.:

We consent to the inclusion in the registration statement on Form F-1 of SEANERGY MARITIME HOLDINGS CORP. (the “Company”) of our report dated March 27, 2009, with respect to the consolidated balance sheet of SEANERGY MARITIME HOLDINGS CORP. as of December 31, 2008, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended, and our report dated June 16, 2008, except as to Note 20(i), which is as of July 25, 2008, with respect to the combined balance sheets of Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A and Kalithea Maritime S.A (together the “Group”) as of December 31, 2007 and 2006, and the related combined statements of income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2007, which reports appear in the Company’s Amendment No. 1 to the Form F-1 dated (or filed on) October 16, 2009. Our report dated June 16, 2008, contains an explanatory paragraph stating that the combined financial statements referred to above present the aggregated financial information of the six vessel-owning companies and an allocation of long-term debt and that the combined financial statements may not necessarily be indicative of the Group’s financial position, results of operations, or cash flows had the Group operated as a separate entity during the periods presented or for future periods.

We consent to the reference to our firm under the caption “Experts” in the prospectus.

/s/ KPMG Certified Auditors AE

Athens, Greece
October 16, 2009

Consent of Independent Registered Public Accounting Firm

To the Board of Directors of
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED:

We consent to the inclusion in the registration statement on Form F-1 of SEANERGY MARITIME HOLDINGS CORP. (the “Company”) of our report dated September 11, 2009, with respect to the consolidated balance sheets of BULK ENERGY TRANSPORT (HOLDINGS) LIMITED as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2008, and the period from December 18, 2006 (inception) to December 31, 2006, which report appears in the Company’s Amendment No. 1 to the Form F-1 dated (or filed on) October 16, 2009.

We consent to the reference to our firm under the caption “Experts” in the prospectus.

/s/ KPMG Certified Auditors AE

Athens, Greece
October 16, 2009

EX-23.4

Exhibit 23.4

Seanergy Maritime Holdings Corp.
1-3 Patriarchou Grigoriou
166 74 Glyfada
Athens, Greece

October 16, 2009

Ladies and Gentlemen:

     Reference is made to the Form F-1 registration statement, as the same may be amended from time to time (collectively, the “Registration Statement”), of Seanergy Maritime Holdings Corp. (the “Company”), to be filed with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the public offering of the Company’s shares of common stock.

     We have reviewed the section in the Registration Statement entitled “The International Dry Bulk Shipping Industry” and confirm that it accurately describes the international dry bulk shipping markets. We further advise the Company that our role has been limited to the provision of the statistical data, graphs, tables and other information (collectively, the “Shipping Information”) set forth in the section of the Registration Statement entitled “The International Dry Bulk Shipping Industry.” With respect to the Shipping Information supplied by us, we advise you that:

• some industry data included in this discussion is derived from estimates or subjective judgments;

• the published information of other maritime data collection agencies may differ from this data; and

• while we have taken reasonable care in the compilation of the Shipping Information and believe it to be accurate and correct, data compilation is subject to limited audit and validation procedures and may accordingly contain errors.

     We hereby consent to (i) the use of the graphical and statistical information supplied by us as set forth in the Registration Statement, including, without limitation, such information contained under the section of the Registration Statement titled “The International Drybulk Shipping Industry,” (ii) the references to our company in the Registration Statement, (iii) the naming of our company as an expert in the Registration Statement, and (iv) the filing of this letter as an exhibit to the Registration Statement to be filed with the United States Securities and Exchange Commission pursuant to the Securities Act.      We hereby consent to the reference of our firm in the sections of the Proxy Statement entitled “The International Dry Bulk Shipping Industry” and the “Experts” Section.

Very truly yours,

CLARKSON RESEARCH SERVICES LIMITED

Name:	/s/ illegible
Title:	Director

Name:	/s/ illegible
Title:	Director

CORRESP

corresp