exv10w24






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 9th 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




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	 	 	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




5









 






	 	 	 	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




6









 






	 	 	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




8









 






	 	 	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;




9









 






	 	 	 	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;




10









 






	 	 	“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




11









 






	 	 	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 (8th) 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




13









 






	 	 	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;




14









 






	 	(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




15









 






	 	 	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.




18









 








	 	 	 	 	 
	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