SECOND SUPPLEMENTAL AGREEMENT
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in relation to a Loan Agreement dated 9th August, 2021
for a secured floating interest rate loan facility of (initially)
US $44,120,000
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TABLE OF CONTENTS
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CLAUSE
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HEADINGS
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PAGE
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1.
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DEFINITIONS
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4
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2.
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REPRESENTATIONS AND WARRANTIES
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5
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3.
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AGREEMENT OF THE LENDER
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6
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4.
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CONDITIONS
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6
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5.
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VARIATIONS TO THE PRINCIPAL AGREEMENT
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7
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6.
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CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS
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18
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7.
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ENTIRE AGREEMENT AND AMENDMENT
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18
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8.
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FEES AND EXPENSES
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19
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9.
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MISCELLANEOUS
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19
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10.
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LAW AND JURISDICTION
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19
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(1) |
ALPHA BANK S.A., a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with its
head office at 40 Stadiou Street, Athens GR 102 52, Greece, acting through its office at 93 Akti Miaouli, Piraeus, Greece (the “Lender”); and
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(2) | (a) | FRIEND OCEAN NAVIGATION CO., a corporation duly incorporated and validly existing under the laws of the Republic of Liberia, whose registered address is at 80 Broad Street, Monrovia, Republic of Liberia (and includes its successors) (the “Friend Borrower”); and |
(b) |
SQUIRE OCEAN NAVIGATION CO., a corporation duly incorporated and validly existing under the laws of the Republic of Liberia, whose registered address is at 80
Broad Street, Monrovia, Republic of Liberia (and includes its successors) (the “Squire Borrower”),
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(3) |
DUKE SHIPPING CO., a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the “Collateral Owner” which expression shall include its successors, as corporate guarantor,
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(A) |
each of the Borrowers hereby acknowledges and confirms that (a) the Lender has advanced to the Borrowers, as joint and several borrowers, the full amount
of the Commitment in the principal amount of United States Dollars Forty four million one hundred twenty thousand (US$44,120,000) and (b) as at the date hereof the principal amount of United States
Dollars Twenty million four hundred seventy four thousand four hundred two (US$20,474,402) in respect of the Loan remains outstanding; and
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(B) |
pursuant to a Corporate Guarantee dated 9 August, 2021 (the “Existing Corporate
Guarantee”), the Existing Corporate Guarantor irrevocably and unconditionally guaranteed the due and timely repayment of the Loan and interest and
default interest accrued thereon and all other monies payable under the Loan Agreement and the Security Documents and the performance of all the obligations of the Borrowers under the Loan Agreement and the Security Documents executed in
accordance thereto;
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(C) |
pursuant to a Corporate Guarantee dated 30th June, 2022 (the “New Corporate Guarantee”), the Collateral Owner irrevocably and
unconditionally guaranteed the due and timely repayment of the Loan and interest and default interest accrued thereon and all other monies payable under the Loan Agreement and the Security Documents and the performance of all the obligations
of the Borrowers under the Loan Agreement and the Security Documents executed in accordance thereto;
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(D) |
pursuant to an Approved Commercial Manager’s Undertaking (the “Seanergy Approved Commercial Manager’s Undertaking”) dated 11th August, 2021 Seanergy Management Corp., of the Republic of the Marshall Islands (the “Seanergy Manager”), having an office established in Greece (at 154 Vouliagmenis Avenue, 16674 Glyfada, Greece) under laws 378/68, 27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the date hereof), as
Approved Commercial Manager, has (inter alia) subordinated any claims it may have against (inter alia) the Friend Borrower and the Squire Borrower and/or their
respective m/vs “FRIENDSHIP” and “SQUIRESHIP” to the claims of the Lender under the Loan Agreement and the Security Documents as security for the Outstanding
Indebtedness;
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(E) |
pursuant to a Technical Manager’s Undertaking (the “Seanergy Approved Technical Manager’s Undertaking for the Squireship”) dated 28th February, 2023 the Seanergy Shipmanagement Corp.,
of the Republic of the Marshall Islands (the “Seanergy Technical
Manager”), having an office established in Greece (at 154 Vouliagmenis Avenue, 16674 Glyfada, Greece) under laws 378/68, 27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the
date hereof),, as Approved Technical Manager, has (inter alia) subordinated any claims it may have against the Squire Borrower and/or its m/v “SQUIRESHIP” to
the claims of the Lender under the Loan Agreement and the Security Documents as security for the Outstanding Indebtedness;
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(F) |
pursuant to an Approved Commercial Manager’s Undertaking (the “Fidelity Approved Commercial Manager’s Undertaking”) dated 11th August, 2021 Fidelity Marine Inc., of the Republic of the Marshall Islands (the “Fidelity Manager”), having an office established in Greece (at Vassileos Georgiou B’ Street, 16673 Voula, Greece) under laws 378/68, 27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the date hereof), as
Approved Commercial Manager, has (inter alia) subordinated any claims it may have against (inter alia) the Friend Borrower and the Squire Borrower and/or their
respective m/vs “FRIENDSHIP” and “SQUIRESHIP” to the claims of the Lender under the Loan Agreement and the Security Documents as security for the Outstanding
Indebtedness;
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(G) |
pursuant to an Approved Technical Manager’s Undertaking (the “V.Ships Greece Approved Technical Manager’s Undertaking”) dated 11th August, 2021 V.SHIPS Greece Ltd., having an established office in Greece (at Piliou 1 & Ermoupoleos Street, Piraeus, 18541, Greece) under laws 378/68,
27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the date hereof), as Approved Technical Manager, has (inter alia) subordinated any claims it may have against the Friend Borrower and/or its m/v “FRIENDSHIP”
to the claims of the Lender under the Loan Agreement and the Security Documents as security for the Outstanding Indebtedness;
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(H) |
pursuant to an Approved Technical Manager’s Undertaking (the “Seanergy Approved Technical Manager’s Undertaking for the Friendship”) dated 11th August, 2021 the Seanergy Technical Manager, as Approved Technical Manager, has (inter alia) subordinated any claims it may have against the Friend Borrower and/or its m/v “FRIENDSHIP” to the claims of the Lender under the Loan Agreement and the Security Documents as security for the Outstanding Indebtedness;
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(I) |
pursuant to:
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(a) |
an Approved Commercial Manager’s Undertaking delivered by the Seanergy Manager (the “Seanergy Manager
Approved Commercial Manager’s Undertaking for the Dukeship”) and dated 30th June, 2022 in respect of the m/v “DUKESHIP”;
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(b) |
an Approved Technical Manager’s Undertaking delivered by the Seanergy Technical Manager dated 30th June, 2022 (the “Dukeship Approved Technical Manager’s Undertaking”) in respect of the m/v “DUKESHIP”;
and
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(c) |
an Approved Commercial Manager’s Undertaking delivered by the Fidelity Manager (the “Fidelity Manager
Approved Commercial Manager’s Undertaking for the Dukeship”) dated 30th June, 2022 in respect of the m/v “DUKESHIP”;
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the Seanergy Manager, as Approved Commercial Manager, the Seanergy Technical Manager, as Approved Technical Manager and the Fidelity Manager, as Approved Commercial Manager, respectively, have (inter
alia) subordinated any claims they may have against the Collateral Owner and/or the m/v “DUKESHIP” to the claims of the Lender under the Loan Agreement and the Security Documents as security
for the Outstanding Indebtedness
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(J) |
pursuant to a Deed of Release dated 28 April, 2023 the Lender has (inter alia) unconditionally and irrevocably released the Released Borrower from all its undertakings, obligations and liabilities, under the Released Finance Documents (and
in relation to the Accounts Pledge Agreement only to the extent it pertains to the Released Borrower and its Operating Account) to which it is a party; and
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(K) |
the Borrowers and the other Security Parties have requested the Lender to grant its consent to the replacement of LIBOR by Term SOFR, and the Lender has agreed thereto, conditionally upon terms
that the Principal Agreement shall be amended in the manner hereinafter set out in Clause 5 (Variations to the Principal Agreement) of this Supplemental Agreement.
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1. |
DEFINITIONS
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1.1 |
Defined terms and expressions
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1.2 |
Additional definitions
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(a) |
the capesize bulk carrier motor vessel “FRIENDSHIP“, of about 89,603 gt and 58,437 nt, built in
2009 and having IMO No. 9410454 registered under the laws and flag of the Republic of Liberia under Official Number: 21000 in the ownership of the Friend Borrower (the “FRIENDSHIP”);
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(b) |
the capesize bulk carrier motor vessel “SQUIRESHIP“, of about 88,479 gt and 56,828 nt, built in
2010 and having IMO No. 9391646 registered under the laws and flag of the Republic of Liberia in the ownership of the Squire Borrower (the “SQUIRESHIP”); and
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(c) |
the capesize bulk carrier motor vessel “DUKESHIP” of about 93,385 gt and 60,175 nt, built in 2010 and having IMO No. 9402304, registered under the laws and flag of the Republic of the Marshall
Islands in the ownership of the Collateral Owner (the “DUKESHIP”),
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1.3 |
Application of interpretation provisions of Loan Agreement
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2. |
REPRESENTATIONS AND WARRANTIES
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2.1 |
Representations and warranties under the Finance Documents
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2.2 |
Additional Representations and warranties
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a. |
each of the corporate Security Parties is duly formed, is validly existing and in good standing under the laws of the place of its incorporation, has full power to carry on its business as it is now being conducted and to enter into and
perform its obligations under the Principal Agreement, this Supplemental Agreement and the other Transaction Documents, and has complied with all statutory and other requirements relative to its business;
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b. |
all necessary licences, consents and authorities, governmental or otherwise under this Supplemental Agreement, the Principal Agreement and the other Transaction Documents have been obtained and, as of the date of this Supplemental
Agreement, no further consents or authorities are necessary for any of the Security Parties to enter into this Supplemental Agreement and the other Transaction Document(s) or otherwise perform its obligations hereunder;
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c. |
each of the Transaction Documents constitutes, the legal, valid and binding obligations of the Security Parties thereto enforceable in accordance with its terms;
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d. |
the execution and delivery of, and the performance of the provisions of the Transaction Documents do not, and will not contravene any applicable law or regulation existing at the date hereof or any contractual restriction binding on any of
the Security Parties or its respective constitutional documents;
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e. |
no action, suit or proceeding is pending or threatened against any of the Borrowers and the other Security Parties or their assets before any court, board of arbitration or administrative agency which could or might result in any material
adverse change in the business or condition (financial or otherwise) of the Borrowers or any of the other Security Parties; and
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f. |
none of the Borrowers and the other Security Parties is and at the Effective Date will be in default under any agreement by which it is or will be at the Effective Date bound or in respect of any financial commitment, or obligation.
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2.3 |
Survival
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3. |
AGREEMENT OF THE LENDER
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4. |
CONDITIONS
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4.1 |
Conditions
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a. |
a certificate of good standing or equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrowers and the other corporate Security Parties;
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b. |
a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of them;
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c. |
certified and duly legalised copies of resolutions duly passed by the Board of Directors, or the Sole Director as the case may be, of each of the Borrowers and the other corporate Security Parties, evidencing approval of this Supplemental
Agreement and each of the other Transaction Documents to which the relevant Security Party is or is to be a party and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this
Supplemental Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender;
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d. |
all documents evidencing any other necessary action or approvals or consents with respect to this Supplemental Agreement evidencing approval of this Supplemental Agreement and each of the other Transaction Documents to which the relevant
Security Party is or is to be a party and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement on its behalf or other evidence of such approvals and
authorisations as shall be acceptable to the Lender;
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e. |
the originals of any power(s) of attorney issued in favour of any person executing this Supplemental Agreement and each of the other Transaction Documents to which the relevant Security Party is or is to be a party;
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f. |
all documents evidencing any other necessary action or approvals or consents with respect to this Supplemental Agreement and each of the other Transaction Documents;
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g. |
such favourable legal opinions from lawyers acceptable to the Lender and their legal advisors as the Lender shall require; and
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h. |
each Mortgage Amendment duly executed by the respective parties thereto and, where appropriate, duly registered through the appropriate Registry over the relevant Vessel in favour of the Lender.
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5. |
VARIATIONS TO THE PRINCIPAL AGREEMENT
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5.1 |
Amendments
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a. |
with retrospective effect as from the Rate Switch Date, the following definitions in Clause 1.2 (Definitions) of the Principal Agreement shall be amended to read as follows:
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(a) |
the interest which the Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or an Unpaid Sum to the last day of the current Interest Period in
relation to the Loan, the relevant part of the Loan or that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
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(b) |
the amount which the Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Market for a period starting on
the Business Day following receipt or recovery and ending on the last day of the current Interest Period.;
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(i) |
in respect of Tranche A, three point five four five nine eight per centum (3.54598%) per annum; and
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(ii) |
in respect of Tranche B, three point two nine five nine eight per centum (3.29598%) per annum;
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b. |
with retrospective effect as from the Rate Switch Date, the terms “Banking Day” and “Banking Days” shall be replaced by the terms “Business Day” and “Business Days” throughout the Principal Agreement and the Security Documents and the definition “Banking Day” shall be
replaced by the following new definition, which shall be added in alphabetical order in Clause 1.2 (Definitions) of the Principal Agreement:
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(a) |
a day (other than a Saturday or Sunday) on which banks are open for general business in Athens and Piraeus;
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(b) |
in New York; and
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(c) |
(in relation to the fixing of any interest rate which is required to be determined under this Agreement or any Finance Document), a US Government Securities Business Day;”;
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c. |
with retrospective effect as from the Rate Switch Date, the following new definitions shall be added in alphabetical order in Clause 1.2 (Definitions) of the Principal Agreement:
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(a)
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either:
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(i) |
the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is
less than the Interest Period of the Loan or that part of the Loan; or
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(ii) |
if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, SOFR for a day which is no more than three (3) US Government Securities Business Days
(and no less than two US Government Securities Business Days) before the Quotation Day; and
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(b) |
the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which
exceeds the Interest Period of the Loan or that part of the Loan.
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(a) |
either:
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(i) |
the applicable Term SOFR (as of the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or
that part of the Loan; or
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(ii) |
if no such Term SOFR is available for a period which is less than the Interest Period for the Loan, SOFR for the day which is three US Government Securities Business Days before the Quotation Day; and
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(b) |
the applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that
part of the Loan;
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(a) |
the applicable Term SOFR as of the Quotation Day and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or
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(b) |
as otherwise determined pursuant to Clause 3.8 (Unavailability of Term SOFR),
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(a) |
a Saturday or a Sunday; and
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(b) |
a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in US Government securities;”;
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d. |
with retrospective effect as from the Rate Switch Date, Clause 3 (Interest) of the Principal Agreement shall be replaced in whole and shall read as follows:
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“3.1 |
Normal Interest Rate
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(a) |
the applicable Margin; and
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(b) |
the Reference Rate for that Interest Period.
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3.2 |
Selection of Interest Periods
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3.3 |
Determination of Interest Periods
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(a) |
Initial Interest Period: each Interest Period will commence forthwith upon the expiry of the preceding Interest Period;
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(b) |
Interest tranches: if any Interest Period in respect of the Loan would otherwise overrun one or more Repayment Dates, 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 Dates the amount of the Loan shall be divided into parts so that there is one part equal to the amount of the relevant Repayment Instalment or
Repayment 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 equal to the amount of the balance of the Loan having an Interest
Period determined in accordance with Clause 3.2 (Selection of Interest Periods) and the other provisions of this Clause 3.3 and the other provisions of this Clause 3.3;
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(c) |
Final Interest Period: no Interest Period in respect of the Loan shall extend beyond the Final Maturity Date;
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(d) |
Failure to notify: if the Borrowers fail to specify the duration of an Interest Period in accordance with the provisions of Clause 3.2 (Selection of Interest Periods) and this Clause 3.3, such
Interest Period shall have a duration of three (3) months unless another period shall be determined by the Lender at its sole discretion provided, always, that such period (whether of three (3) months or of different duration) shall
comply with this Clause 3.3,
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(i) |
any Interest Period which commences on the last day of a calendar month, and any Interest Period which commences on the day on which there is no numerically corresponding day in the calendar month during which
such Interest Period is due to end, shall end on the last Business Day of the calendar month during which such Interest Period is due to end; and
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(ii) |
if the last day of an Interest Period is not a Business Day the Interest Period shall be extended until the next following Business Day unless such next following Business Day falls in the next calendar month in
which case such Interest Period shall be shortened to expire on the preceding Business Day.
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(a) |
Default interest: If the Borrowers fail to pay any sum (including, without limitation, any sum payable pursuant to this Clause 3.4) on its due date for payment under any of the Finance Documents,
the Borrowers shall pay interest on such sum from the due date up to the date of actual payment (as well after as before judgement) at the rate determined by the Lender 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 as selected by the Lender 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 Lender) of (i) two per cent (2%) per annum, (ii) the Margin and (iii) the Reference Rate. Such interest shall be due and payable on the last day of each such period as determined by the Lender 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 of principal which became due and payable by reason of a declaration by the Lender under Clause 9.2 (Consequences of
Default – Acceleration) or a prepayment pursuant to Clauses 4.2 (Voluntary Prepayment), 4.3 (Compulsory Prepayment in case of Total Loss or sale of a Vessel), 8.5(a)(i), 12.1 (Unlawfulness) and 12.2 (Increased
cost) on a date other than an Interest Payment Date relating thereto, the first such period selected by the Lender 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 two per cent (2%) above the rate applicable thereto immediately before it fell due. If for the reasons specified in Clause 3.6 (Market disruption), the
Lender is unable to determine a rate in accordance with the foregoing provisions of this Clause 3.4, interest on any sum not paid on its due date for payment shall be calculated at a rate determined by the Lender to be two per cent (2%) per
annum above what is or, as the case may be, would be payable under Clause 3.7(a).”;
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3.5 |
Notification of duration of Interest Periods and interest rate
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3.6 |
Market disruption
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3.7 |
Cost of funds
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(a) |
If this Clause 3.7 (Cost of funds) applies, the rate of interest on the Loan or the relevant part of the Loan for the relevant Interest Period shall not be calculated as per clause 3.1 but, instead, shall
be the percentage rate per annum which is the sum of:
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(i)
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the Margin; and
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(ii) |
the rate notified by the Lender to the Borrowers, which expresses as a percentage rate per annum the Lender’s cost of funds relating to the Loan or the relevant part thereof.
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(b) |
If this Clause 3.7 (Cost of funds) applies and the Lender or the Borrowers so require, the Lender and the Borrowers shall enter into negotiations (for a period of not more than 20 Business Days) with a
view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.
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(c) |
Subject to Clause 3.9 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lender and the Borrowers, be binding
on all Parties.
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(d) |
If any rate notified under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.
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(e) |
If no substitute or alternative basis is agreed pursuant to paragraph (b) above, the Borrowers may give the Lender not less than 5 Business Days’ notice of their
intention to prepay the Loan at the end of the interest period set by the Lender.
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(f) |
A notice under paragraph (e) above shall be irrevocable; and on the last Business Day of the interest period set by the Lender the Borrowers shall prepay (without
premium or penalty) the Loan, together with accrued interest thereon at the applicable interest rate and the balance of the Outstanding Indebtedness.
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(g) |
The provisions of Clause 4 (Repayment-Prepayment) shall apply in relation to the prepayment made hereunder.
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3.8
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Unavailability of Term SOFR
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(a) |
Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Reference Rate shall be the
Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.
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(b) |
Historic Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Term SOFR, the applicable Reference Rate
shall be the Historic Term SOFR for the Loan or that part of the Loan.
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(c) |
Interpolated Historic Term SOFR: If paragraph (b) above applies but no Historic Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Reference Rate shall be
the Interpolated Historic Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.
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(d) |
Cost of funds: If paragraph (c) above applies but it is not possible to calculate the Interpolated Term Historic SOFR, there shall be no Reference Rate for the Loan or that part of the
Loan (as applicable) and Clause 3.7 (Cost of Funds) shall apply to the Loan or that part of the Loan for that Interest Period.
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3.9
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Changes to reference rates
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(a) |
If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to:
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(i)
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providing for the use of a Replacement Reference Rate; and
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(ii)
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(A) |
aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
|
(B) |
enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that
Replacement Reference Rate to be used for the purposes of this Agreement);
|
(C) |
implementing market conventions applicable to that Replacement Reference Rate;
|
(D) |
providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
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(E) |
adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that
Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that
designation, nomination or recommendation),
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(b) |
In this Clause 3.9 (Changes to reference rates):
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(a) |
SOFR; or
|
(b) |
Term SOFR for any Quoted Tenor;
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(a) |
Term SOFR (all Quoted Tenors), 10 US Government Securities Business Days; and
|
(b) |
SOFR, 10 US Government Securities Business Days.
|
(a) |
the methodology, formula or other means of determining that Published Rate has, in the opinion of the Lender, materially changed;
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(b) |
(i)
|
|
(A) |
the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or
|
(B) |
information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial
body which reasonably confirms that the administrator of that Published Rate is insolvent,
|
(ii) |
the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to
continue to provide that Published Rate;
|
(iii) |
the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or
|
(iv) |
the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
|
(c) |
the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance
with its reduced submissions or other contingency or fallback policies or arrangements and either:
|
(i) |
the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Lender) temporary; or
|
(ii) |
that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than the applicable Published Rate Contingency Period; or
|
(d) |
in the opinion of the Lender, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.
|
(a) |
formally designated, nominated or recommended as the replacement for a Published Rate by:
|
(i) |
the administrator of that Published Rate; or
|
(ii) |
any Relevant Nominating Body,
|
(b) |
in the opinion of the Lender, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or
|
(c) |
in the opinion of the Lender, an appropriate successor or alternative to a Published Rate.”;
|
e. |
with retrospective effect as from 28th April, 2023, Clause 4.1 (Repayment) of the Principal Agreement shall
be amended to read as follows:
|
“4.1
|
Repayment
|
(a) |
Tranche A (amounting as at the date of the Second Supplemental Agreement to $14,493,969) shall be repaid by (a) seven (7) quarterly equal repayment instalments in the amount of Dollars Six hundred one thousand four hundred and eighty one
($601,481) each (the “Tranche A Repayment Instalments”), the first of which to be repaid on the 23rd
November, 2023 and each of the subsequent ones consecutively falling due for payment on each of the dates falling three (3) months after the immediately preceding Repayment Date with the last (the 7th) of such Repayment Instalments falling due for payment on the Final Maturity Date relative to Tranche A and (b) a balloon instalment in the amount of Dollars Ten million two hundred eighty three
thousand six hundred two ($10,283,602) to be repaid together with the last (the 7th) Trance A Repayment Instalment on the Final Maturity Date relative to such
Tranche (the ”Tranche A Balloon Instalment”);
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(b) |
Tranche B (amounting as at the date of the Second Supplemental Agreement to $5,980,433) shall be repaid by (a) eight (8) quarterly equal repayment instalments in the amount of Dollars Two hundred fifty seven thousand seven hundred and
seventy seven ($257,777) each (the “Tranche B Repayment Instalments”), the first of which to be repaid
on the 13th November, 2023 and each of the subsequent ones consecutively falling due for payment on each of the dates falling three (3) months after the
immediately preceding Repayment Date with the last (the 8th) of such Repayment Instalments falling due for payment on the Final Maturity Date relative to Tranche
B and (b) a balloon instalment in the amount of Dollars Three million nine hundred eighteen thousand two hundred seventeen ($3,918,217) to be repaid together with the last (the 8th) Trance B Repayment Instalment on the Final Maturity Date
relative to such Tranche (the ”Tranche B Balloon Instalment”) provided that (a) if the last
Repayment Date relative to a Tranche would otherwise fall after the Final Maturity Date relative to such Tranche, the last Repayment Date for such Tranche shall be the Final Maturity Date relative thereto, (b) there shall be no Repayment
Dates for each Tranche after the Final Maturity Date relative to such Tranche, (c) on the Final Maturity Date for Tranche B, the Borrowers shall also pay to the Lender any and all other monies then due and payable under this Agreement and the
other Finance Documents, (d) if any part of the Commitment, or a Tranche, as the case may be, is not advanced to the Borrowers the amounts of the Repayment Instalments relative to such Tranche and the Balloon Instalment relative to such
Tranche shall be reduced pro-rata, and (e) if any of the Repayment Instalments shall become due on a day which is not a Business Day, the due date therefor shall be extended to the next succeeding Business Day unless such Business Day falls
in the next calendar month, in which event such due date shall be the immediately preceding Business Day.”;
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f. |
with retrospective effect as from the Rate Switch Date, Clause 12.1 (Unlawfulness) of the Principal Agreement shall be amended to read as follows:
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“12.1
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Unlawfulness
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g. |
with retrospective effect as from the Rate Switch Date, the following definitions in Clause 1.2 (Definitions) of the Principal Agreement shall be deleted:
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5.2 |
Security Documents
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5.3 |
Construction
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(a) |
With effect from the Effective Date all references in the Principal Agreement and the other Finance Documents to:
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(i) |
“this Agreement”, “hereunder”, “herein” and the like and in the Security Documents to the “Loan Agreement” shall be construed as references to the Principal Agreement as amended and/or supplemented by this Supplemental Agreement;
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(ii) |
“Mortgage” shall be construed as references to a Mortgage, as amended and/or supplemented by the relevant Mortgage Amendment; and
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(iii) |
‘London time’ shall be construed as references to ‘Athens time’; and
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(b) |
With effect from the Rate Switch Date all references in the Principal Agreement and the other Finance Documents to Clause 3.6 (Market disruption – Non Availability)’ shall be amended to
read:
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6. |
RECONFIRMATION
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6.1 |
Reconfirmation of obligations
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6.2 |
Acknowledgement
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7. |
CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS
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8. |
ENTIRE AGREEMENT AND AMENDMENT
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8.1 |
Entire Agreement
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8.2 |
Supplemental Agreement - Application of Principal Agreement provisions
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9. |
COSTS AND EXPENSES
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9.1 |
Costs and expenses
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10. |
ASSIGNMENT
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11. |
MISCELLANEOUS
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11.1 |
Incorporation of Loan Agreement provisions
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11.2 |
Counterparts
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12. |
LAW AND JURISDICTION
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12.1 |
Governing Law
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12.2 |
Third Party Rights
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THE BORROWERS
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|||
SIGNED by
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) |
||
Mr. Stavros Gyftakis | ) |
||
for and on behalf of |
) | /s/ Stavros Gyftakis | |
FRIEND OCEAN NAVIGATION CO., | ) |
||
of the Republic of Liberia, in the presence of: | ) |
Attorney-in-fact |
Witness: | /s/ Elena Zempilla |
Name: | Eleni Fanouria Zempilla |
Address: | Defteras Merarchias 13 |
Piraeus, Greece | |
Occupation: | t. Attorney-at-law |
SIGNED by | ) | ||
Mr. Stavros Gyftakis | ) |
||
for and on behalf of | ) |
/s/ Stavros Gyftakis | |
SQUIRE OCEAN NAVIGATION CO. | ) |
|
|
of the Republic of Liberia, in the presence of: | ) |
Attorney-in-fact |
Witness: | /s/ Elena Zempilla |
Name: | Eleni Fanouria Zempilla |
Address: | Defteras Merarchias 13 |
Piraeus, Greece | |
Occupation: | t. Attorney-at-law |
THE COLLATERAL OWNER
|
|||
SIGNED by | ) |
||
Mr. Stavros Gyftakis | ) |
||
for and on behalf of | ) |
||
DUKE SHIPPING CO., | ) |
/s/ Stavros Gyftakis | |
of the Republic of the Marshall Islands, | ) |
||
in the presence of: | ) |
Attorney-in-fact |
Witness: | /s/ Elena Zempilla |
Name: | Eleni Fanouria Zempilla |
Address: | Defteras Merarchias 13 |
Piraeus, Greece | |
Occupation: | t. Attorney-at-law |
LENDER
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|||
SIGNED by
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) |
/s/ Konstantinos Flokos
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|
Mr. Konstantinos Flokos and
|
) |
||
Mrs.
|
) |
Attorney-in-fact
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|
for and on behalf of
|
) |
||
ALPHA BANK S.A.,
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) |
/s/ E. D. Makri
|
|
in the presence of:
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) |
||
Attorney-in-fact
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Witness:
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/s/ Elena Zempilla
|
Name:
|
Eleni Fanouria Zempilla
|
Address:
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Defteras Merarchias 13
|
Piraeus, Greece
|
|
Occupation:
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t. Attorney-at-law
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(a) |
as at the date hereof the principal sum of United States Dollars Twenty million four hundred seventy four thousand four hundred two (US$20,474,402) in respect of the Loan remains outstanding;
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(b) |
notwithstanding the variation to the Principal Agreement contained in Clause 5 (Variations to the Principal Agreement) of the above Second Supplemental Agreement, the provisions of the Corporate Guarantee (as defined therein) executed by us in favour of the Lender shall remain in full force and effect as security of the
obligations of the Borrowers under the Principal Agreement, as amended by the above Second Supplemental Agreementand in respect of all sums due to the Lender under the Principal Agreement (as so amended), and we shall remain liable under the
Corporate Guarantee (as defined therein) for all obligations and liabilities assumed by us under the Corporate Guarantee (as defined therein).
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Dated: 10th November, 2023
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|
For and on behalf of
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|
Seanergy Maritime Holdings Corp.
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|
(as Corporate Guarantor)
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|
/s/ Stamatios Tsantanis
|
|
Stamatios Tsantanis
|
|
Chairman / CEO / Director
|
(a) |
as at the date hereof the principal sum of United States Dollars Twenty million four hundred seventy four thousand four hundred two (US$20,474,402) in respect of the Loan remains outstanding; and
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(b) |
notwithstanding the variation to the Principal Agreement contained in Clause 5 (Variations to the Principal Agreement) of the above Second Supplemental Agreement, the provisions of the Seanergy Approved Technical Manager’s Undertaking RIDER for the FRIENDSHIP (as defined
therein) dated 11th August, 2021 executed by us in favour of the Lender shall remain in full force and effect as
security of the obligations of the Borrowers under the Principal Agreement, as amended by the above Second Supplemental Agreementand in respect of all sums due to the Lender under the Principal Agreement (as so amended), and we shall remain
liable under the Seanergy Approved Technical Manager’s Undertaking for the FRIENDSHIP (as defined therein) for all obligations and liabilities assumed by us under the Seanergy Approved Technical Manager’s Undertaking for the FRIENDSHIP (as
defined therein).
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Dated: 10th November, 2023
|
|
For and on behalf of
|
|
SEANERGY SHIPMANAGEMENT CORP.
|
|
(as Approved Manager)
|
|
/s/ Stamatios Tsantanis
|
|
Stamatios Tsantanis
|
|
Legal Representative
|
(a) |
as at the date hereof the principal sum of United States Dollars Twenty million four hundred seventy four thousand four hundred two (US$20,474,402) in respect of the Loan remains outstanding; and
|
(b) |
notwithstanding the variation to the Principal Agreement contained in Clause 5 (Variations to the Principal Agreement) of the above Second Supplemental Agreement, the provisions of the Seanergy Approved Technical Manager’s Undertaking for the SQUIRESHIP (as defined therein) dated 28th February, 2023 in respect of m/v “SQUIRESHIP” executed by us in favour
of the Lender shall remain in full force and effect as security of the obligations of the Borrowers under the Principal Agreement, as amended by the above Second Supplemental Agreementand in respect of all sums due to the Lender under the
Principal Agreement (as so amended), and we shall remain liable under the Seanergy Approved Technical Manager’s Undertaking for the SQUIRESHIP (as defined therein) for all obligations and liabilities assumed by us under the Seanergy Approved
Technical Manager’s Undertaking for the SQUIRESHIP (as defined therein).
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Dated: 10th November, 2023
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|
For and on behalf of
|
|
SEANERGY SHIPMANAGEMENT CORP.
|
|
(as Approved Manager)
|
|
/s/ Stamatios Tsantanis
|
|
Stamatios Tsantanis
|
|
Legal Representative
|
|