exv10w21






Exhibit 10.21




Dated 12 August 2009




Seanergy Maritime Holdings Corp.


and




Mineral Transport Holdings Inc.




and




Bulk Energy Transport (Holdings) Limited




 






SHAREHOLDERS AGREEMENT




 







 









 








This Agreement is made on 12 August 2009 between:





	(1)	 	Seanergy Maritime Holdings Corp., a corporation incorporated under the laws of the Marshall
Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Marshall Islands, MH 96960 (“Seanergy”);
	 
	(2)	 	Mineral Transport Holdings Inc., a company incorporated under the laws of the Marshall
Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Marshall Islands, MH 96960 (“Mineral Transport”); and
	 
	(3)	 	Bulk Energy Transport (Holdings) Limited, a company incorporated under the laws of the
Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands, MH 96960 (“the Company”).





Recitals:





	(A)	 	Mineral Transport is the registered owner of 50% of all the issued and outstanding share
capital of the Company, i.e. 250 shares of no par value represented by Share Certificate no. 2
issued in the name of Mineral Transport.
	 
	(B)	 	Constellation Bulk Energy Holdings Inc. (“Constellation”) has sold 50% of all the issued and
outstanding capital of the Company to Seanergy, i.e. 250 shares of no par value which was
represented by Share Certificate no. 3 which was issued in the name of Constellation and which
has been cancelled at the date hereof.
	 
	(C)	 	Seanergy and Mineral Transport have agreed to enter into this Agreement in respect of their
ownership of the Company (by 50% each) and their respective rights as Shareholders in the
Company and its subsidiaries and have agreed that the Business shall be established and
conducted in accordance with the provisions of this Agreement.
	 
	(D)	 	The Company is a company incorporated with limited liability in the Marshall Islands on the
18th day of December 2006 and has an authorised share capital of 500 shares with no
par value.





It is agreed as follows:





	1.	 	Interpretation






	 	 	In this Agreement (including the Recitals):
	 
	1.1	 	Definitions
	 
	 	 	“Adjusted Value” has the meaning given to it in Clause 12.4.1;
	 
	 	 	“Affiliate” means, in relation to any party:






	 	(i)	 	the Parent Company thereof; or




 









 












	 	(ii)	 	any entity which is for the time being controlled, directly or
indirectly, by such party’s Parent Company; or
	 
	 	(iii)	 	any other entity which is for the time being controlled,
directly or indirectly, by an entity which controls, directly or indirectly,
the said party;






	 	 	 	and for this purpose:






	 	(i)	 	an entity is directly controlled by another entity beneficially
owning shares or other ownership interests carrying more than fifty per cent
(50%) of the votes at a general meeting of shareholders (or its equivalent) of
the first mentioned entity; an entity is indirectly controlled by another
entity if a series of entities can be specified, beginning with that entity and
ending with the controlling entity, and so related that the entity in the
series is directly controlled by one or more of the entities earlier in the
series;
	 
	 	(ii)	 	a “Parent Company” shall comprise an entity which, directly or
indirectly, controls any party as aforesaid; and
	 
	 	(iii)	 	a “Subsidiary” shall comprise an entity which is directly or
indirectly controlled, as aforesaid, by a Parent Company;






	 	 	“Applicable Laws” means all laws, statutes, rules, regulations, directives, guidelines,
codes, standards, interpretations, treaties, judgments, decrees, injunctions, writs and any
orders of any court, arbitrator or governmental agency or authority, in every case only to
the extent that any of the above have jurisdiction over any or all of the Shareholders or
the Company;
	 
	 	 	“Business” means the business of the Company as described in Clause 4;
	 
	 	 	“Business Day” means a day which is not a Saturday or Sunday or a bank or public holiday in
Athens, Greece or London, England and with respect to a day on which payment is to be made
in Dollars, New York;
	 
	 	 	“Bye Laws” means the Bye-Laws of the Company, as altered from time to time;
	 
	 	 	“Change of Control” means a change of control of any entity and for these purposes control
shall have the meaning set out in section 840 of the UK Income and Corporation Taxes Act
1988;
	 
	 	 	“Commercial Manager” means, with respect to
the Ships, Safbulk Maritime S.A., of the Marshall
Islands or such other person as may be appointed as commercial manager from time to time;
	 
	 	 	“Commercial Management Agreement” means the agreement between the Company and the Commercial
Manager providing for the commercial management and operation of the Ships, in the form set
out in Schedule 4 or in such other form as the parties may agree from time to time;





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	 	 	“Completion” shall have the meaning given to it in accordance with clause 3;
	 
	 	 	“Deed of Accession” means a deed executed by a person in the form set out in Schedule 1
pursuant to which that person becomes a party to this Agreement;
	 
	 	 	“Default Notice” has the meaning given to it in Clause 12.1;
	 
	 	 	“Defaulting Shareholder” has the meaning given to it in Clause 12.1;
	 
	 	 	“Enterprises” means Enterprises Shipping and Trading S.A.;
	 
	 	 	“Fair Value” has the meaning given to it in Clause 12.4.2;
	 
	 	 	“Financial Year” means the financial year of the Company;
	 
	 	 	“Group” shall mean, in relation to that Shareholder, that company and any Affiliate of that
Shareholder;
	 
	 	 	“Insolvency Event” means the occurrence of any one of the following:






	 	(i)	 	a bona fide petition being presented or an order made or an
effective resolution being passed for the commencement of any proceedings for
the liquidation, winding up or reorganisation of an entity or the equivalent or
analogous procedure in the jurisdiction to which such entity is subject;
	 
	 	(ii)	 	a liquidator, administrator, receiver, administrative receiver,
trustee or similar officer being appointed in respect of the whole or a
substantial part of the assets of an entity or the equivalent or analogous
procedure in the jurisdiction to which such entity is subject;
	 
	 	(iii)	 	the inability of an entity to pay its lawful debts as they
mature or being adjudicated bankrupt or insolvent;






	 	 	“Interest Rate” means, in relation to a relevant period, the aggregate of two (2%) per cent
per annum and the three (3) month London Interbank Offer Rate, being calculated for each
initial and subsequent three (3) month period during a relevant period as:






	 	(i)	 	the rate per annum that appears on Telerate Page 3750 at or
about 11.00 a.m. (London time) two (2) London banking days before the
commencement of that period for deposits in Dollars for the relevant sum for a
period equivalent to such period for delivery on the first London banking day
of such period; or
	 
	 	(ii)	 	if no display rate is then displayed or if the Lender
determines that no rate for a period comparable in duration with the relevant
period is displayed on Telerate Page 3750 for Dollars, the arithmetic mean
(rounded upwards to the nearest one sixteenth of one per cent (1/16%)) of the
rates per annum quoted by leading banks in the London Interbank Market at or
about 11.00 a.m. London time two (2) London




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	 	 	 	banking days before the commencement of that period for the offering of
deposits in Dollars of an amount comparable with the relevant amount at the
commencement of such period for a period comparable with such period fixed
for its duration;






	 	 	and, for the purposes of this definition, “Telerate Page 3750” means the display designated
as “Page 3750” on the Telerate Service (or other such page as may replace Page 3750 on that
service or such other service as may be nominated by the British Bankers’ Association as the
information vendor for the purpose of displaying British Bankers’ Association Interest
Settlement Rates for deposits in Dollars);
	 
	 	 	“Intra-group Services Agreement” means the agreement between the Company and each of the
Shipowning Subsidiaries individually providing for the provision of services by the Company
to each of the Shipowning Subsidiaries in the form as the parties may agree from time to
time;
	 
	 	 	“Liabilities” has the meaning given to it in Clause 12.6;
	 
	 	 	“Loan Documentation” means the loan agreement, mortgage and other ship-related security
documentation that have been entered into with commercial banks in respect of the financing
of the acquisition of the Ships by the Shipowning Subsidiaries;
	 
	 	 	“Notice” has the meaning given to it in Clause 19.1;
	 
	 	 	“Non-Defaulting Shareholder” has the meaning given to it in Clause 12.1;
	 
	 	 	“Par Value” means with respect to the shares of a Defaulting Shareholder an amount equal to
the aggregate of:






	 	(i)	 	its Initial Shareholder Contribution; plus
	 
	 	(ii)	 	any other amounts which all the Shareholders have
agreed be credited to the Defaulting Shareholder as contributions to the
share capital of the Company;






	 	 	“Security Interest” means any mortgage, charge, hypothecation, pledge, lien, assignment,
title retention, preferential right, trust arrangement or other arrangement or agreement the
effect of which is the creation of security or a priority right of payment;
	 
	 	 	“Senior Liabilities” has the meaning given to it in Clause 12.6;
	 
	 	 	“Service Agreements” means the Commercial Management Agreement and the Technical Management
Agreement and in the singular means any one of them;
	 
	 	 	“Service Providers” means the Commercial Manager and the Technical Manager and in the
singular means any one of them;
	 
	 	 	“Share” means a share of the Company;





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	 	 	“Shareholder” means each of Seanergy and Mineral Transport and their respective successors
in title and permitted assigns;
	 
	 	 	“Ships” means the five (5) bulk carrier vessels the names of which are set out in Schedule 3
and “Ship” shall mean any one of them;
	 
	 	 	“Shipowning Subsidiaries” means the Company’s subsidiaries owning the Ships;
	 
	 	 	“Subordinated Liabilities” has the meaning given to it in Clause 12.6;
	 
	 	 	“Subordination Date” has the meaning given to it in Clause 12.6;
	 
	 	 	“Termination Event” has the meaning given to it in Clause 12.1;
	 
	 	 	“Technical Manager” means, with respect to the Ships, Enterprises or such other person as
may be appointed as technical manager from time to time;
	 
	 	 	“Technical Management Agreement” means the agreement between the Company and the Technical
Manager providing for the technical management of each of the Ships to be entered into at
the date hereof in the form set out in Schedule 5 or in such other form as may be agreed
from time to time by the Company and the Technical Manager;
	 
	 	 	“Transaction Documents” means this Agreement and any other documents executed or to be
executed or produced pursuant hereto or in connection herewith.
	 
	1.2	 	Interpretation Act 1978
	 
	 	 	The Interpretation Act 1978 shall apply to this Agreement in the same way as it applies to
an enactment.
	 
	1.3	 	Subordinate legislation
	 
	 	 	References to a statutory provision include any subordinate legislation made from time to
time under that provision.
	 
	1.4	 	Modification etc. of statutes
	 
	 	 	References to a statute or statutory provision include that statute or provision as from
time to time modified or re-enacted or consolidated so far as such modification or
re-enactment or consolidation applies or is capable of applying to any transactions entered
into in accordance with this Agreement provided that nothing in this Clause shall operate to
increase the liability of any party beyond that which would have existed had this Clause
been omitted.
	 
	1.5	 	Clauses, Schedules etc.
	 
	 	 	References to this Agreement include any Schedules to it and to this Agreement as from time
to time amended and references to Clauses and Schedules are to Clauses of and Schedules to
this Agreement.





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	1.6	 	Headings
	 
	 	 	Headings shall be ignored in construing this Agreement.
	 
	1.7	 	Several liability
	 
	 	 	Any provision of this Agreement which is expressed to bind more than one person shall, save
where inconsistent with the context, bind each of them severally and not jointly and
severally.
	 
	1.8	 	Winding-up
	 
	 	 	References to the winding-up of a person include the amalgamation, reconstruction,
reorganisation, administration, dissolution, liquidation, merger or consolidation of such
person and any equivalent or analogous procedure under the law of any jurisdiction in which
that person is incorporated, domiciled or resident or carries on business or has assets.
	 
	1.9	 	Currency
	 
	 	 	All references in this Agreement to “USD”, “$” or “Dollars” shall be deemed to be references
to United States dollars.
	 
	1.10	 	Information
	 
	 	 	Any reference to books, records or other information means books, records or other
information in any form including paper, electronically stored data, magnetic media, film
and microfilm.
	 
	1.11	 	Analogous terms
	 
	 	 	Any reference to any English legal term or concept (including for any action, remedy, method
of judicial proceeding, document, legal status, statute, court, official governmental
authority or agency) shall, in respect of any jurisdiction other than England be interpreted
to mean the nearest and most appropriate analogous term to the English term in the legal
language in that jurisdiction as the context reasonably requires so as to produce as nearly
as possible the same effect in relation to that jurisdiction as would be the case in
relation to England.
	 
	1.12	 	In the Agreed Form
	 
	 	 	All references to documents “in the agreed form” shall mean a document in a form agreed by
the parties and initialled by each of them for the purpose of identification.
	 
	2.	 	Warranties
	 
	 	 	Each Shareholder warrants to the other that:





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	2.1	 	all information supplied by a Shareholder to the other was when given and remains true and
accurate in all material respects and is not incomplete or misleading in any respect;
	 
	2.2	 	it has and will have full power and authority to enter into and to perform its obligations
under the Transaction Documents which when executed will constitute valid and binding
obligations on it in accordance with their terms;
	 
	2.3	 	the entry and delivery of, and the performance by it of the Transaction Documents will not
result in any breach of any provision of its constitutional documents or any agreement to
which it is a party or by which it is bound;
	 
	2.4	 	it has not:






	 	(a)	 	induced a person to enter into an agreement or arrangement with that party by
means of an unlawful or immoral payment, contribution, gift or other inducement;
	 
	 	(b)	 	offered or made an unlawful or immoral payment, contribution, gift or other
inducement to a government official or employee;
	 
	 	(c)	 	directly or indirectly made an unlawful contribution to a political activity;
or
	 
	 	(d)	 	engaged in any acts or transactions, in violation of or inconsistent with the
anti-bribery, anti-terrorism, economic sanction or anti-money laundering legislation or
regulation measure or regulatory procedures of any government, including, without
limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Anti-Terrorism, Crime and
Security Act 2001 and the applicable country legislation implementing the OECD
Convention on Combating Bribery of Foreign Public Officials in International Business
Transactions,
	 
	 	 	 	in each case, which would be a violation of any law applying to it or its business
conduct, and it will not in the future do so;






	2.5	 	none of its employees or subcontractors performing its obligations under this Agreement are
or will be persons:






	 	(a)	 	in respect of whom it has received notice from any governmental entity that all
financial transactions involving the assets of such person have been, or are to be,
blocked;
	 
	 	(b)	 	who have been designated from time to time by either Executive Order of the
President of the United States, or in published lists issued by the United States
Treasury Department (and its Office of Foreign Assets Control) including the Specially
Designated Nationals (“SDN”) list, the United States Department of Commerce or the
United States Department of State, as a foreign terrorist organization, an organization
that assists or provides support to a foreign terrorist organization or a party subject
to sanctions; or




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	 	(c)	 	in respect of whom it has identified, based on due diligence conducted in
accordance with its compliance program, as having been convicted, found guilty or
against whom a judgment or order has been entered in any proceedings for violating any
anti-money laundering, anti-corruption, anti-bribery, or international economic or
anti-terrorism sanction laws or as having had assets which were seized, blocked, frozen
or ordered forfeited for violating any such laws.






	3.	 	Completion
	 
	3.1	 	Completion shall take place on the date on which the 50% of the shares previously owned by
Constellation have been registered in the name of Seanergy as same will be evidenced by a
share certificate for 250 shares in the name of Seanergy Maritime Holdings Corp., such date to
be the date this Agreement is executed.
	 
	3.2	 	The Shareholders shall procure that the events set out in Part 1 of Schedule 2 shall take
place at Completion.
	 
	3.3	 	Part 2 of Schedule 2 shall take place after Completion.
	 
	4.	 	The Business: non-compete, best friend relationship, tax
	 
	4.1	 	The Shareholders agree that the business of the Company shall continue following the
execution of this Agreement to be as follows:






	 	(a)	 	hold shares in other companies;
	 
	 	(b)	 	own and operate vessels either directly or through the establishment or
acquisition of wholly owned subsidiaries; and
	 
	 	(c)	 	provide sufficient management and other support to enable the Company to
operate its business activity under the name and brand of “BULK ENERGY TRANSPORT”.






	4.2	 	The Shareholders undertake to each other to co—operate so far as is reasonably possible in
order to reduce costs incurred by the Company and any of its Subsidiaries in carrying out its
business activities by utilising the economies of scale available to them and, so far as is
reasonably possible, to maximise each Shareholder’s return on their investment.
	 
	4.3	 	Seanergy will provide the Company and any of its Subsidiaries with accounting and
administration support.
	 
	4.4	 	The Shareholders agree and confirm that any conflicts which may arise or exist between the
Business and businesses carried on by each Shareholder or their Groups as at the date of this
Agreement, each Shareholder and their respective Groups shall be free to carry on businesses
of the type carried on by them as of the date of this Agreement without any restriction
whatsoever. In particular it is acknowledged, without limitation that, as at the date of this
Agreement, Mineral Transport’s Group




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	 	 	operates an owned fleet of vessels and that Seanergy’s Group operates a fleet of dry bulk
vessels as owner.






	5.	 	Financing
	 
	 	 	The Shareholders shall use all reasonable endeavours to assist the Company to procure
banking facilities or financial facilities from third parties as and when required by the
Company to enable the Shipowning Subsidiaries to acquire Ships and carry on the Business on
the most favourable commercial terms then available for such borrowing. Except for the
subscription of Shares, no Shareholder shall be required to make available additional funds
to the Company whether by debt or equity contribution unless the same is required to ensure
the performance by the Company of obligations undertaken by the Company with the approval of
the Shareholders.
	 
	6.	 	Management of the Company
	 
	6.1	 	Directors/Officers of the Company
	 
	 	 	In respect of the Company:






	 	(a)	 	Seanergy shall have the right to appoint three (3) directors to the Company’s
board of directors and Mineral Transport shall have the right to appoint two (2);
	 
	 	(b)	 	if and to the extent that the board of directors of the Company is required (or
the Shareholders agree) to have more directors than those appointed, then Seanergy
shall always have the right to appoint one more Director than Mineral Transport;
	 
	 	(c)	 	a director may be removed from office by notice in writing, from the
Shareholder which appointed that director, delivered to that director and the other
Shareholder. Upon removal of such director, the Shareholder responsible under the terms
of this Agreement for appointing such director shall be entitled to appoint a
replacement director in accordance with such terms;
	 
	 	(d)	 	Seanergy shall have the right to appoint one of its three appointees Directors
in accordance with 6.1 (a) as the Company’s President or Managing Director of the
Company, such President or Managing Director having the general management of the
affairs of the Company together with the powers and duties usually incident to the
office of President or Managing Director.






	6.2	 	Alternates
	 
	 	 	A director may, with the prior approval of the Shareholder appointing him, at any time
appoint any person (including another director) to be his alternate director and the
appointment of an alternate director shall be subject to the following conditions:






	 	(a)	 	the same person may be appointed as the alternate director of more than one
director (provided, however, that no person may be an alternate director for directors
appointed by different Shareholders);




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	 	(b)	 	the appointment of an alternate director may be terminated at any time by the
appointing director and must terminate on:






	 	(i)	 	the occurrence of any event in which the alternate director, if
he were a director appointed under Clause 6.1, would be cause to vacate his
office;
	 
	 	(ii)	 	the resignation or removal of the director of whom he is the
alternate; or
	 
	 	(iii)	 	upon receipt of notice in writing from the Shareholder who
appointed the director for whom he is the alternate; and






	 	(c)	 	an alternate director shall be entitled to receive notices of meetings of the
directors but shall only be entitled to attend and vote and be counted in the quorum at
any such meeting at which his appointor is not personally present.






	6.3	 	Board meetings of the Company






	 	(a)	 	Meetings of the board of directors of the Company shall be held at least four
times a year and at approximately three-monthly intervals. At least fourteen (14)
clear days’ written notice shall be given to each of the directors of each board
meeting (unless there are exceptional circumstances or the majority of directors of the
Company agree to shorter notice).
	 
	 	(b)	 	Subject to all other requirements for a board meeting having been duly met or
waived, the board of directors of the Company shall be deemed to meet if, being in
separate locations, they are nonetheless linked by conference telephone or other
communication equipment that allows those participating to hear and speak to each
other.
	 
	 	(c)	 	Each notice of meeting shall:






	 	(i)	 	specify a reasonably detailed agenda;
	 
	 	(ii)	 	be accompanied by any relevant papers; and
	 
	 	(iii)	 	be sent by international courier or facsimile or email
transmission.






	 	(d)	 	The quorum at a board meeting of the Company shall be four (4) directors or
such other number as the Shareholders shall in accordance with Applicable Laws agree.
If a quorum is not present within half an hour of the time appointed for the meeting or
ceases to be present, the directors present shall adjourn the meeting to a specified
place and time seven (7) Business Days after the original date. Notice of the adjourned
meeting shall be given by the secretary of the Company to the relevant parties. The
quorum requirements for an adjourned meeting shall be three (3) directors.






	 	(e)	 	Board meetings of the Company shall be chaired by a chairman. The chairman will
be appointed annually by the Board of Directors of the Company. If the




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	 	 	 	chairman is absent from any board meeting, the directors present may appoint any one
of their number to act as chairman for the meeting.






	 	(f)	 	All business arising at any board meeting shall be determined by resolution
passed by a majority of directors present and voting in favour of such resolution. The
chairman shall not be entitled to a second or casting vote. Every director shall have
one (1) vote at any board meeting.
	 
	 	(g)	 	No individual director, other than a person to whom the board has delegated
certain of its powers by resolution in writing, shall have the power to bind the
Company.






	7.	 	Board powers
	 
	 	 	The Shareholders shall use their voting powers to procure that, in relation to the Company
and any Subsidiary including any Shipowning Subsidiary, the board has all necessary powers
to manage the Business, other than in relation to any matter:






	 	(a)	 	the subject of a Shareholder reserved matter set out in clause 9;
	 
	 	(b)	 	which has been delegated to a person by a board resolution in the agreed form,
although the board shall, for the avoidance of doubt, have the power to appoint and
remove any such person and to amend, alter, add, subtract from or revoke at any time
the powers of the board so delegated






	8.	 	Right of First Refusal
	 
	8.1	 	A Shareholder (the “Offeror”) may, at any time following the first anniversary of this
Agreement serve a notice in writing on the Company with a copy to the other Shareholder (the
“Offeree”) declaring that the Offeror wishes to sell its shares (the “Offer Notice”). Each
Shareholder will always grant the right of first refusal to the other Shareholder be declaring
same by way of a notice to the Company and to the other Shareholder and the provisions of this
Clause 8 shall thereupon apply.
	 
	8.2	 	The Offeror shall include in the Offer Notice:






	 	(a)	 	an offer:






	 	(i)	 	to sell all of its Shares (the “Sell Shares”) to the Offeree (a
“Sell Offer”); and
	 
	 	(ii)	 	to buy all the Shares (the “Buy Shares”) held by the Offeree (a
“Buy Offer”);






	 	(b)	 	the fixed price per Share (the “Offer Price”) payable or receivable by the
Offeree in the case of a Sell Offer or a Buy Offer respectively (together the “Offers”)
and, in each case, the Offer Price shall be the same,






	 	 	and once an Offer Notice has been sent it shall immediately preclude the sending by the
other Shareholder of an Offer Notice.




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	8.3	 	The Offers shall remain open for written acceptance by the Offeree for sixty (60) days from
the date of its receipt of an Offer Notice (the “Offer Period”) and the Offeree shall either
accept the Sell Offer or the Buy Offer within that period, failing which the Offeree shall be
deemed to have accepted the Buy Offer.
	 
	8.4	 	Completion of the sale and purchase of, as the case may be, the Sell Shares or the Buy Shares
shall take place on the date specified by the buyer of the relevant shares which shall in any
event be no later than thirty (30) days after the date of expiry of the Offer Period.
	 
	8.5	 	On completion of any sale or purchase of Shares pursuant to the terms of this clause 8:






	 	(a)	 	the seller of the Shares concerned (the “Seller”) shall deliver to the buyer of
the Shares concerned (the “Buyer”) a duly completed and signed transfer in favour of
the Buyer, together with the relative share certificate(s);
	 
	 	(b)	 	the Seller shall warrant that it is selling the Shares to be transferred by it
as beneficial owner and that such Shares are free from any charges, mortgages, liens,
encumbrances, equities and claims of any kind; and
	 
	 	(c)	 	upon receipt of the documents referred to in clause 8.5(a), the Buyer shall
deliver to the Seller a banker’s draft for such sum as shall be equal to the Offer
Price multiplied by the number of Shares being transferred by the Seller.






	8.6	 	During the period from the sending of an Offer Notice to completion of any sale or purchase
of Shares or commencement of winding up of the Company the Shareholders agree that they shall
procure and the Company acknowledges that no resolution of the board shall be passed unless it
is the unanimous resolution of all directors.
	 
	8.7	 	In the event that the Buyer does not, for whatever reason, complete the sale and purchase of
the Buy Shares in accordance with clause 8.7 within the period set out in clause 8.4, then the
Seller may elect by written notice to the Buyer;






	 	(a)	 	to treat the Offer Price as a debt due to him and take whatever action may be
necessary and reasonable (including legal action) to recover from the Buyer the Offer
Price, which amount shall bear interest which shall accrue from day to day (before and
after judgement) at the Interest Rate and the Buyer hereby undertakes to indemnify the
Seller against all loss, liability and cost (including legal costs) which the Seller
may incur in taking such action; or
	 
	 	(b)	 	to purchase the Shares of the Buyer by requiring the Buyer to sell the Shares
to him at the Offer Price and, in such case, completion of the sale and purchase of the
Shares shall take place within 20 Business Days of the date of the Buyer’s receipt of
such notice.






	8.8	 	Failure by either the Buyer or the Seller to complete the sale and purchase of the Shares in
accordance with the provisions of clause 8.7 and within the period set out there shall mean
that this Agreement will terminate and the Company will be wound up in accordance with clause
15.




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	9.	 	Shareholder reserved matters
	 
	 	 	The Shareholders shall, and shall use their voting powers to, procure that no action is
taken or resolution passed by the Company in respect of the following matters without the
prior written consent of all the Shareholders:






	 	(a)	 	any action or decision which is required by law to be taken by shareholders’
resolution of the Company, as amended from time to time;
	 
	 	(b)	 	any change in the share capital or the creation, allotment or issue of any
Shares (other than as contemplated by this Agreement) or of any other security or the
grant of any option or rights to subscribe for or to convert any instrument into such
Shares or securities;
	 
	 	(c)	 	the granting of any additional rights over Shares or a class of Shares or the
alteration of any existing rights over Shares or a class of Shares or the conversion of
any Shares into different types of Shares;
	 
	 	(d)	 	any change to its Bye-Laws or other constitutional documents;
	 
	 	(e)	 	the presentation of any petition or other action for its liquidation or
winding-up;
	 
	 	(f)	 	the transfer of or sale to a third party of all the share capital of the
Company;
	 
	 	(g)	 	any decision to increase or decrease the size of the board of directors of the
Company;
	 
	 	(h)	 	any decision in relation to distribution policy made pursuant to Clause 11; and
	 
	 	(i)	 	 
	 
	 	(j)	 	any decision to borrow from or to repay any indebtedness to the Shareholders or
any of them or to procure any form of financial support from the Shareholders.






	10.	 	Financial reporting by the Company
	 
	 	 	The Shareholders shall procure that and the Company undertakes to produce with respect to
the Business unaudited financial reports quarterly and audited accounts annually.
	 
	11.	 	Distribution policy






	11.1	 	The Shareholders shall, unless the Shareholders agree otherwise in writing, procure that an
amount equal to the Company’s profit available for distribution in respect of a financial year
shall be distributed by the Company to the Shareholders by way of dividend in proportion to
each Shareholder’s shareholding in the Company after the appropriation of such reasonable and
proper reserves for working capital or otherwise (including tax) as the board of directors of
the Company may think appropriate, such




13









 






	 	 	appropriation to be effected no later than twelve (12) weeks after the end of that financial
year.






	12.	 	Termination by Default
	 
	12.1	 	Termination




If any of the events in Clause 12.2 (each a “Termination Event”) occurs in relation to any
Shareholder (the “Defaulting Shareholder”) then the other Shareholder (“Non-Defaulting
Shareholder”) may, without prejudice to any other rights it may have, serve a notice in writing on
the Defaulting Shareholder (a “Default Notice”) in accordance with this Clause.





	12.2	 	Termination Event






For the purposes of Clause 12.1, there shall be a Termination Event if:




12.2.1 the Defaulting Shareholder creates or allows to be created a Security Interest
over any of its Shares without the prior written consent of the other Shareholder,
save for any interest over any of the Shares under any financial agreement of the
Company;




12.2.2 the Defaulting Shareholder commits any material breach of its obligations under
this Agreement and, if capable of remedy, fails to remedy such breach within thirty
(30) days of being required to do so by the Non-Defaulting Shareholder;




12.2.3 any representation or warranty made by the Defaulting Shareholder in connection
is incorrect or misleading in any material respect at any time;




12.2.4 the Defaulting Shareholder becomes insolvent or ceases to, or is unable to, or
is deemed or admits in writing its inability to, pay its debts as they mature or makes
a general assignment for the benefit of, or enters into any composition or arrangement
with, any of its creditors or commences negotiations with any creditors with a view to
agreeing any such assignment, composition or arrangement;




12.2.5 a petition is filed (other than a petition being contested in good faith by the
Defaulting Shareholder) or an order made or meeting convened for the purpose of
passing a resolution, or a resolution is passed, for the winding-up or dissolution of
or the making of an administration order in relation to the Defaulting Shareholder or
any bankruptcy, liquidation, reorganisation of debt or other similar procedure is
commenced by or instituted against the Defaulting Shareholder (other than a
reorganisation on a solvent basis on terms reasonably acceptable to the Non-Defaulting
Shareholder);



14









 






12.2.6 an encumbrancer takes possession or a trustee, receiver, administrator or other
similar official is appointed over all or any part of the Defaulting Shareholder’s
assets or undertaking;




12.2.7 a distress, execution attachment or similar process is levied, enforced or
imposed upon or against any of the Defaulting Shareholder’s property or assets (and is
not paid out, discharged or removed within twenty eight (28) days);




12.2.8 any event analogous or of substantially similar effect to any of the events in
Clauses 12.2.4 to 12.2.7 inclusive occurs under the laws of any applicable
jurisdiction;




12.2.9 the Defaulting Shareholder ceases, or threatens to cease to carry on business;




12.2.12 any consent, authorisation, licence and/or exemption which is required to
enable the Defaulting Shareholder to carry on all or any material part of its
business, or to ensure that the terms of any Transaction Document is cancelled,
modified, revoked or ceases to be valid and in full force and effect, or it becomes
unlawful for the Defaulting Shareholder to perform all or any of its obligations under
any Transaction Document or any Transaction Document not being or ceasing to be legal,
valid and binding on it; or




12.2.11 the Defaulting Shareholder is in breach of its obligations under Clause 13.




	12.3	 	Default Notice






A Default Notice may, at the Non-Defaulting Shareholder’s option, either:




12.3.1 require the Defaulting Shareholder to offer to sell all its Shares to the
Non-Defaulting Shareholder at the Adjusted Value; or




12.3.2 require the Defaulting Shareholder to join with the Non-Defaulting Shareholder
in procuring that the Company is dissolved; and each party shall promptly take all
necessary steps to procure such dissolution.




	12.4	 	Value Determination






12.4.1 Upon service of a Default Notice the Fair Value of the Defaulting Shareholder’s
Shares shall be determined in accordance with this Clause 12. Having ascertained the
Fair Value, the total amount to be received by the Defaulting Shareholder in respect
of all its Shares (the “Adjusted Value”) shall be determined by reference to the Par
Value and the Fair Value of the Defaulting Shareholder’s Shares, adjusted as follows
by way of liquidated damages (which adjustment the Shareholders agree is an estimate
in advance of the



15









 







loss the Non-Defaulting Shareholder will suffer as a result of the occurrence of a Termination
Event):



	 	 	 
	Fair Value of all of Defaulting 	 	 
	Shareholder’s Shares	 	Adjusted Value
	Above Par Value

	 	70% of Par Value
	 
	 	 
	Equal to Par Value

	 	70% of Par Value
	 
	 	 
	Below Par Value

	 	70% of Fair Value







12.4.2 The Shareholders shall use their reasonable endeavours to agree a fair value
for the relevant Shares (the “Fair Value) provided always that, if the Shareholders
have been unable to agree the Fair Value within thirty (30) days of the delivery of a
Default Notice pursuant to this Clause 12, then the Non-Defaulting Shareholder shall
forthwith instruct an independent third party valuer to determine the Fair Value of
the Shares of the Defaulting Shareholder. In determining the Fair Value of the Shares,
the valuer shall value the Shares as a whole and shall:




	 	(i)	 	be considered to be acting as an expert and not
as an arbitrator and its decision (in the absence of fraud) shall be
final and binding on the parties;
	 
	 	(ii)	 	have regard to the following principles and
assumptions in valuing the said Shares:






	 	(a)	 	that the consolidated net assets of
the Company shall be valued on the basis of an arm’s length sale
between a willing vendor and a willing purchaser;
	 
	 	(b)	 	that if the Company is then
carrying on business as a going concern, it shall be assumed that
it will continue to do so but taking into account the event
giving rise to the breach;
	 
	 	(c)	 	that the said Shares shall be
assumed to be capable of being transferred without restriction;
	 
	 	(d)	 	that the said Shares shall have the
same value as corresponds to its proportion of the value of all
the Shares taken as whole;










16









 












	 	(e)	 	that no reduced or additional value
shall be attached to any holding of Shares by virtue only of such
holding comprising, or after purchase conferring, a majority or
minority of the total issued share capital of the Company; and
	 
	 	(f)	 	that in all other respects the
principles and practices customarily applied in the previous
audited accounts of the Company shall be applied; and






	 	(iii)	 	have regard to any liabilities (including
contingent liabilities) of the Company on a consolidated basis.






	12.5	 	Transfers






12.5.1 As security for the performance of its obligations under this Clause 12 the
Defaulting Shareholder hereby irrevocably appoints the Non-Defaulting Shareholder as
its proxy and attorney:




	 	(i)	 	to execute, deliver, register and otherwise put
into effect any transfer of Shares pursuant to Clauses 12.3 and 12.5.1;
	 
	 	(ii)	 	to vote the Defaulting Shareholder’s Shares in
favour of any resolution to dissolve the Company; and
	 
	 	(iii)	 	to perform all such actions as may be necessary
or desirable under the applicable laws, regulations and usages in
connection with the foregoing to give full effect and validity thereto.






12.5.2 If the Non-Defaulting Shareholder exercises the foregoing proxy and power of
attorney the payment of an amount equal to the Adjusted Value must be made to the
Defaulting Shareholder within three (3) days thereafter, otherwise any action taken
pursuant to the proxy and power of attorney becomes void; and provided such payment
has been received by it, the Defaulting Shareholder hereby ratifies and agrees to
ratify all that such proxy and attorney may lawfully do or cause to be done by virtue
of the proxy and power of attorney herein contained.




	12.6	 	Subordination






If a Default Notice requiring dissolution of the Company has been served under Clause
12.3.2 all loan or other liabilities (“Liabilities”) of the Company, if any, to the
Defaulting Shareholder (the “Subordinated Liabilities”) shall (notwithstanding the
stated terms of any such Liabilities) with effect from the date of service of such
Default Notice (the “Subordination Date”) be subordinated and postponed in right of
payment to the prior payment and



17









 







discharge in full of all Liabilities of the Company to the Non-Defaulting Shareholder
(the “Senior Liabilities”).




	12.7	 	Effect of Subordination






From the Subordination Date and until the Senior Liabilities have been fully
discharged, the Defaulting Shareholder shall:




12.7.1 not, in respect of all or any of the Subordinated Liabilities:




	 	(i)	 	make demand, exercise any set-off or make any
claim against the Company; or
	 
	 	(ii)	 	directly or indirectly accept or receive any
payment from the Company; or
	 
	 	(iii)	 	claim any right of subrogation, indemnity or
contribution against the Non-Defaulting Shareholder;






12.7.2 if, notwithstanding Clause 12.7.1, the Defaulting Shareholder receives any such
payment, forthwith deliver it to the Non-Defaulting Shareholder, and pending such
delivery the Defaulting Shareholder shall hold it in trust for the Non-Defaulting
Shareholder (the perpetuity period of any such trust being eighty (80) years);




12.7.3 direct the liquidator or other official of the concerned to make all payments
or distributions in accordance with the subordination effected by Clause 12.6.




	13.	 	Transfers
	 
	13.1	 	Each Shareholder hereby undertakes to inform the other Shareholder by notice in writing as
soon as it becomes aware of the occurrence or likely occurrence of a Change of Control or
Insolvency Event affecting it or any member of its Group except that in case the Shareholder
is a publicly traded company, such disclosure shall not be required until so required by any
applicable securities laws or other securities exchange rules.
	 
	13.2	 	Each Shareholder hereby undertakes to the other Shareholder that, save with the prior written
consent of the other Shareholder and notwithstanding any provisions of the Bye-Laws to the
contrary, it will not sell, transfer or otherwise dispose of any of the Shares from time to
time held by it save in accordance with the remaining provisions of this Clause 13;
	 
	13.3	 	Deed of Accession
	 
	 	 	No person other than a Shareholder shall acquire Shares (whether by transfer or allotment)
without the prior written consent of the other Shareholder and unless and until that person
enters into a Deed of Accession.










18









 












	13.4	 	Further assurance
	 
	 	 	Any transferor shall do all such other things and execute all such other documents as a
potential transferee may reasonably require to give effect to the sale and purchase of the
Shares.
	 
	13.5	 	Directors
	 
	 	 	At the request of a transferee, any transferor shall procure the resignation of all the
directors of the Company appointed by it (or its predecessor in title to any of the Shares)
and shall indemnify and hold harmless the continuing Shareholder in respect of any liability
for compensation for loss of office or otherwise thereby arising.
	 
	13.6	 	Guarantees and indemnities
	 
	 	 	Upon a transfer of all the Shares held by a Shareholder in accordance with this Agreement,
the transferee shall procure the release of any guarantees or indemnities given by such
Shareholder or any of its Affiliates to or in respect of the liabilities or obligations of
the Company and, pending such release, shall indemnify such Shareholder or Affiliates in
respect thereof.
	 
	14.	 	Rights to information
	 
	 	 	A Shareholder may at all reasonable times and at its own expense:
	 
	14.1	 	discuss the affairs, finances and accounts of the Company with the officers and principal
executives of the Company; and
	 
	14.2	 	inspect and make copies of all books, records, accounts, documents and vouchers relating to
the business and the affairs of the Company.
	 
	15.	 	Duration, termination, process agent and winding up
	 
	15.1	 	Duration
	 
	 	 	Subject to the other provisions of this Agreement, this Agreement shall continue in full
force and effect without limit in point of time until the earlier of the date:






	 	(a)	 	agreed by the Shareholders in writing to terminate this Agreement; or
	 
	 	(b)	 	an effective resolution is passed or a binding order is made for the winding-up
of the Company,






	 	 	provided that this Agreement shall cease to have effect as regards any Shareholder who
ceases to hold any shares in the Company save for any of the provisions of this Agreement
which are expressed to continue in force after termination.






	15.2	 	Agent for service of process




19









 












	 	(a)	 	Each of the Shareholders hereby irrevocably and unconditionally appoints the
person indicated in Clause 15.2(b) to act as its agent to accept service of process in
England in relation to all matters arising out of this Agreement. Without limitation
upon any other available means of service of process of any kind, any writ, judgement
or other notice of legal or arbitral process shall be sufficiently served on a
Shareholder if delivered to such agent. If the appointment of an agent appointed by a
Shareholder for the purpose of this Clause 15.2 shall cease for any reason, the
relevant Shareholder shall promptly appoint another such agent and notify the other
Shareholder(s) of such appointment providing that any agent appointed hereunder.






	 	(b)	 	For the purposes of Clause 15.3(a):
	 
	 	 	 	Seanergy and the Company appoint:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	Fax:
	 
	 	 	 	Mineral Transport appoints:
	 
	 	 	 	Cheesewrights
	 
	 	 	 	10 Philpot Lane
	 
	 	 	 	London EC3M 8BR
	 
	 	 	 	Fax:






	15.3	 	Winding Up
	 
	 	 	On a winding up, the parties shall endeavour to agree a suitable basis for dealing with the
interests and assets of the Company and its Subsidiaries and shall endeavour to ensure that:






	 	(a)	 	all existing contracts of the Company are performed so far as resources permit;
	 
	 	(b)	 	no new contractual obligations shall be entered into by the Company; and
	 
	 	(c)	 	the Company shall be wound up as soon as practicable.






	16.	 	Equitable remedies
	 
	 	 	The Shareholders agree that a breach of any of the covenants or provisions contained herein
would cause the Shareholders to suffer loss that could not be adequately compensated for by
damages and that a Shareholder may, in addition to any other remedy or relief, enforce the
performance of this Agreement by injunction or seek specific performance of this Agreement
or any other equitable remedy upon




20









 






	 	 	application to a court of competent jurisdiction without proof of actual damage to the
affected Shareholder and, notwithstanding that damages may be readily quantifiable, each
Shareholder agrees not to plead sufficiency of damages as a defence in the proceeding for
such injunctive relief brought by a Shareholder.






	17.	 	Confidentiality
	 
	17.1	 	Confidential Information
	 
	 	 	The Shareholders shall use all reasonable endeavours to keep confidential and to ensure that
their respective Affiliates and their respective officers, employees, agents and
professional and other advisers keep confidential any information (the “Confidential
Information”):






	 	(a)	 	relating to the customers, business, assets or affairs of the Shareholders or
the Company which they may have or acquire through ownership of an interest in the
Company or through the exercise of their rights or performance of their obligations
under this Agreement; or
	 
	 	(b)	 	which relates to any agreement or arrangement entered into pursuant to this
Agreement
	 
	 	 	 	Except in case the Shareholder is a publicly traded company and any
disclosure is required by any applicable securities laws or other securities
exchange rules and such Shareholder is required to make a disclosure.






	17.2	 	Restrictions






	 	(a)	 	No Shareholder may use for its own business purposes or disclose to any third
party any Confidential Information without the prior written consent of the other
Shareholder (and prior to any disclosure undertakes to notify the other Shareholder in
the event that it is required to disclose any Confidential Information).
	 
	 	(b)	 	This Clause does not apply to:






	 	(i)	 	Confidential Information which is or becomes publicly available
(otherwise than as a result of a breach of this Clause);
	 
	 	(ii)	 	Confidential Information which was lawfully in the possession
of the relevant Shareholder free of any restriction on disclosure as can be
shown by that Shareholder’s written records or other reasonable evidence;
	 
	 	(iii)	 	following disclosure under this Clause, Confidential
Information which becomes available to the relevant Shareholder (as can be
demonstrated by that Shareholder’s written records or other reasonable
evidence) from a source which is not a party bound by any obligation of
confidentiality in relation to such Confidential Information;










21









 












	 	(iv)	 	the disclosure by a Shareholder of Confidential Information to
its directors or employees or to those of its Affiliates who need to know that
Confidential Information in its reasonable opinion for purposes relating to
this Agreement but those directors and employees shall not use that
Confidential Information for any other purpose;
	 
	 	(v)	 	The disclosure by a Shareholder of Confidential Information as
requested or required by any law or statutory body (including but limited to
the Securities Exchange Commission), the rules of any applicable stock exchange
(including but not limited to Nasdaq Stock Exchange), any applicable accounting
standards, order by any court, regulation, court order, judicial process or
arbitral award (including by oral questions, interrogatories, requests for
information or other documents in legal proceedings, subpoena, civil
investigative demand or any other similar legal process);
	 
	 	(vi)	 	the disclosure of Confidential Information to the extent
required to be disclosed by Applicable Laws;
	 
	 	(vii)	 	the disclosure of Confidential Information to any tax
authority to the extent reasonably required for the purposes of the tax affairs
of the Shareholder concerned or any member of its group; and
	 
	 	(viii)	 	the disclosure to a Shareholder’s professional advisers of Confidential
Information reasonably required to be disclosed.






	 	 	 	In each case the Confidential Information will only be disclosed to the extent
reasonably necessary in the circumstances.
	 
	 	(c)	 	Each Shareholder shall inform any officer, employee or agent or any
professional or other adviser advising it in relation to matters relating to this
Agreement, or to whom it provides Confidential Information, that such information is
confidential and shall instruct them:






	 	(i)	 	to keep it confidential; and
	 
	 	(ii)	 	not to disclose it to any third party (other than to those
persons to whom it has already been or may be disclosed in accordance with the
terms of this Clause 17).






	17.3	 	Damages not an adequate remedy
	 
	 	 	Without prejudice to any other rights or remedies which a Shareholder may have, the
Shareholders acknowledge and agree that damages would not be an adequate remedy for any
breach of this Clause 17 and the remedies of injunction, specific performance and other
equitable relief are appropriate for any threatened or actual breach of any such provision
and no proof of special damages shall be necessary for the enforcement of the rights under
this Clause 17.






	17.4	 	Survival




22









 












	 	(a)	 	The disclosing Shareholder shall remain responsible for any breach of this
Clause 17 by the person to whom that Confidential Information is disclosed.
	 
	 	(b)	 	The provisions of this Clause 17.4 shall survive the termination of this
Agreement for whatever cause for a period of two (2) years.






	18.	 	Public announcements
	 
	 	 	A Shareholder must not make any public announcement or issue any circular relating to the
Company or this Agreement without the prior written approval of the other Shareholder, save
any circumstance where a Shareholder is required to make a public announcement by the rules
and regulations of any applicable regulatory body or stock exchange body. This does not
affect any announcement or circular required by law or any regulatory body or the rules of
any recognised stock exchange, but the Shareholder with an obligation to make an
announcement or issue a circular shall consult with the other Shareholder so far as is
reasonably practicable before complying with such obligation.






	19.	 	Notices
	 
	19.1	 	Addresses
	 
	 	 	Any notice, claim or demand in connection with this Agreement or with any arbitration under
this Agreement (each a “Notice”) shall be delivered to the Shareholders at the following
addresses (or at such other address facsimile number or e-mail address for a Shareholder as
may be designated by Notice by such Shareholder to the other Shareholder(s)):




If to Seanergy, addressed as follows:



Seanergy Maritime Holdings Corp.

c/o Executive Office

1-3 Patriarchou Grigoriou

16674 Glyfada Greece

Attention:       CEO / CFO

Facsimile:       +30 210 96 38 450



If to Mineral Transport, addressed as follows:

c/o Enterprises Shipping and Trading S.A.

11 Poseidonos Avenue

Athens 16777

Greece

Attention:       Finance Department

Facsimile:       +30 210 898 8403





	19.2	 	Form
	 
	 	 	Any Notice shall be in writing in English and may be sent by first class mail, courier, or
fax. Any Notice shall be deemed to have been received:





23









 






	 	(a)	 	on the next working day in the place to which it is sent, if sent by fax;
	 
	 	(b)	 	forty-eight (48) hours from the time of despatch, if sent by courier.






	20.	 	Whole agreement and remedies
	 
	20.1	 	Whole agreement
	 
	 	 	This Agreement contains the whole agreement between the Shareholders relating to the subject
matter of this Agreement at the date hereof to the exclusion of any terms implied by law
which may be excluded by contract and supersedes any previous written or oral agreement
between the Shareholders in relation to the matters dealt with in this Agreement.
	 
	20.2	 	No inducement
	 
	 	 	Each of the Shareholders acknowledges that it has not been induced to enter into this
Agreement by any representation, warranty or undertaking not expressly incorporated into it.
	 
	20.3	 	Remedies
	 
	 	 	So far as permitted by law and except in the case of fraud, each Shareholder agrees and
acknowledges that its only right and remedy in relation to any representation, warranty or
undertaking made or given in connection with this Agreement shall be for breach of the terms
of this Agreement to the exclusion of all other rights and remedies (including those in tort
or arising under statute).
	 
	21.	 	General
	 
	21.1	 	Survival of rights, duties and obligations
	 
	 	 	Termination of this Agreement for any cause shall not release a Shareholder from any
liability which at the time of termination has already accrued to another Shareholder or
which thereafter may accrue in respect of any act or omission prior to such termination.
	 
	21.2	 	Conflict with the Bye-Laws
	 
	 	 	If there is any ambiguity or discrepancy between the provisions of this Agreement and the
Bye-Laws, it is agreed that the provisions of this Agreement shall prevail and accordingly
the Shareholders shall exercise all voting and other rights and powers available to them so
as to give effect to the provisions of this Agreement and shall further if necessary procure
any required amendment to the Bye-Laws.
	 
	21.3	 	No partnership
	 
	 	 	Nothing in this Agreement shall be deemed to constitute a partnership between the parties or
any of them nor constitute any Shareholder the agent of any other Shareholder for any
purpose, unless specifically provided in this Agreement. No




24









 






	 	 	Shareholder shall have authority to act for or make any commitment or incur any liability or
obligation for or on behalf of any other Shareholder or the Company, unless specifically
provided in this Agreement or authorised in writing by the Shareholders.






	21.4	 	Release etc.
	 
	 	 	Except as otherwise provided in this Agreement, any liability to any Shareholder under this
Agreement may in whole or in part be released, compounded or compromised or time or
indulgence given by that Shareholder in its absolute discretion as regards any Shareholder
under such liability without in any way prejudicing or affecting its rights against any
other Shareholder under the same or a like liability, whether joint and several or
otherwise.
	 
	21.5	 	Waiver
	 
	 	 	No failure of any Shareholder to exercise, and no delay by it in exercising, any right,
power or remedy in connection with this Agreement (each a “Right”) shall operate as a waiver
of that Right, nor shall any single or partial exercise of any Right preclude any other or
further exercise of that Right or the exercise of any other Right.
	 
	21.6	 	Variation
	 
	 	 	No variation of this Agreement shall be effective unless in writing and signed by or on
behalf of each of the Shareholders.
	 
	21.7	 	Further assurance
	 
	 	 	At any time after the date of this Agreement the Shareholders shall, and shall use all
reasonable endeavours to procure that any necessary third party shall, execute such
documents and do such acts and things as that party may reasonably require for the purpose
of giving to that party the full benefit of all the provisions of this Agreement.
	 
	21.8	 	Invalidity
	 
	 	 	If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in
whole or in part, under any enactment or rule of law, such provision or part shall to that
extent be deemed not to form part of this Agreement and the legality, validity and
enforceability of the remainder of this Agreement shall not be affected.
	 
	21.9	 	Counterparts
	 
	 	 	This Agreement may be entered into in any number of counterparts, all of which taken
together shall constitute one and the same instrument. Any Shareholder may enter into this
Agreement by signing any such counterpart. The parties agree that fax signatures shall be
sufficient to bind each party to the terms of this Agreement; and the parties undertake that
they will as soon as is practicable send each other signed original counterparts.
	 
	22.	 	Contracts (Rights of Third Parties) Act 1999





25









 











	 	 	A person who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement, except to the extent (if any)
that this Agreement expressly provides for such Act to apply to any of its terms.
	 
	23.	 	Costs
	 
	 	 	Each Shareholder shall bear all costs incurred by it in connection with the preparation,
negotiation and entry into this Agreement and the documents to be entered into pursuant to
it.
	 
	24.	 	Governing law
	 
	 	 	This Agreement and the documents to be entered into pursuant to it shall be governed by and
construed in accordance with English law and the parties hereto irrevocably submit to the
exclusive jurisdiction of the English Courts in respect of any dispute or matter arising out
of or connected with this Agreement.





26









 








In witness whereof this Agreement has been duly executed on the date set out above.




	 	 	 
	SIGNED by Seanergy Maritime Holdings Corp., in the presence of:

	 	}     /s/ Christina Anagnostara
	 
	 	 
	SIGNED by Mineral Transport Holdings Inc. in the presence of:

	 	}     /s/ Evan Breibart
	 
	 	 
	SIGNED by Bulk Energy Transport (Holdings) Limited in the presence of:

	 	}     /s/ Evan Breibart







27











 





Schedule 1




Deed of Accession



THIS DEED OF ACCESSION is made on [                     ] by [
                    ] of [               
] (the “Covenantor”) SUPPLEMENTAL to a Shareholders’ Agreement dated [                    
] 2009 and made between (i) Seanergy Maritime Holdings Corp.
(ii) Mineral Transport Holdings Inc. and (iii) Bulk Energy Transport (Holdings)
Limited (the “Agreement”).



The Covenantor covenants as follows:





	1.	 	Words and expressions defined in the Agreement shall have the same meaning when used in this
Deed unless the context requires otherwise.
	 
	2.	 	The Covenantor confirms that it has been supplied with and has read a copy of the Agreement
and covenants with each of the persons who is or becomes a party to the Agreement to observe,
perform and be bound by all the terms of the Agreement which are capable of applying to the
Covenantor to the intent and effect that the Covenantor shall be deemed with effect from the
date of execution hereof to be a party to the Agreement (as if named as a party to that
Agreement).
	 
	3.	 	The details for notices of the Covenantor for the purposes of Clause 18 (Notices) of the
Agreement are:
	 
	 	 	Address:
	 
	 	 	Attention:
	 
	 	 	Facsimile:
	 
	 	 	E-mail:
	 
	4.	 	This Deed shall be governed by and construed in accordance with English law and the
Covenantor hereby submits irrevocably to the exclusive jurisdiction of the English courts (but
accepts that this Deed may be enforced in any court of competent jurisdiction) and hereby
appoints the following as its agent for service of all process in any proceedings in respect
of the Agreement:
	 
	 	 	Name:
	 
	 	 	Address:
	 
	 	 	Attention:
	 
	 	 	Facsimile:




EXECUTED as a deed on the date written above.




28









 








Schedule 2




Completion





	1	 	PART 1: The following shall occur at Completion:
	 
	 	 	The Shareholders shall procure that such meetings of the Company and the board of directors
are held as may be necessary to:






	 	(a)	 	the Company shall issue 250 shares in the name of Seanergy Maritime Holdings
Corp.;
	 
	 	(b)	 	amend the Bye-Laws of the Company (if deemed necessary) to reflect the terms of
the Shareholders Agreement or as the Shareholders may otherwise agree;
	 
	 	(c)	 	appoint the Directors of the Company in accordance with Clause 6.1;
	 
	 	(d)	 	appoint the President / Managing Director in accordance with Clause 6.1(d);
	 
	 	(e)	 	appoint auditor as may be decided by Seanergy as the Company’s auditor;
	 
	 	(f)	 	appoint Seanergy’s signatories in all the banks accounts already opened in
place of Constellation’s signatories or to be opened in the future with any bank in the
name of the Company and all its shipowning subsidiaries;
	 
	 	(g)	 	approve the entry into and procure the execution by the Company of the
Commercial Management Agreement with the Commercial Manager;
	 
	 	(h)	 	approve the entry into and procure the execution by the Company of the
Technical Management Agreement with the Technical Manager;
	 
	 	(i)	 	approve the entry into and procure the execution by the Company of Intra-Group
Services Agreements, if applicable;
	 
	 	(j)	 	procure the approval by the Shipowning Subsidiaries of their entry into
Intra-Group Services Agreements, if applicable;
	 
	 	(k)	 	pass the resolutions appointing representatives of the Company as designated
individuals.






	2.	 	PART 2: The following shall occur as soon as reasonably possible following Completion:
	 
	 	 	The Company and the Shareholders shall procure that each Shareholder shall make a cash
contribution to the Company for repayment of outstanding obligations and to provide
additional paid in capital.





29









 





Schedule 3




The Ships




Ship




BET Commander




BET Fighter




BET Prince




BET Scouter




BET Intruder




30









 






Schedule 4




Commercial Management Agreement




BROKERAGE AGREEMENT



THIS AGREEMENT is made on this     day of August 2009.



BETWEEN:





	(1)	 	BULK ENERGY TRANSPORT (HOLDINGS) LIMITED (the “Company”) a company incorporated in Marshall
Islands whose registered office is at Trust Company Complex, Ajeltake Island, P.O.Box 1405,
Majuro, Marshall Islands, MH 96960, for its own behalf and as agent for and on behalf of the
Shipowning Subsidiaries;
	 
	(2)	 	SAFBULK  Maritime S.A, (the “Agent”) a company incorporated in the Marshall Islands whose registered
office is at Trust Company Complex, Ajeltake Island, P.O.Box 1405, Majuro, Marshall Islands,
MH 96960.





WHEREAS:





	(A)	 	The Company has been appointed by its various shipowning subsidiaries from time to time (the
“Shipowning Subsidiaries” and together with the Company, the “Group” and any of them a “member
of the Group”) as their agent to provide certain administrative and financial support services
to the Group, to appoint and instruct on behalf of the Group agents for the provision of
commercial and technical management services and to monitor the performance of such agents.
	 
	(B)	 	The Company, on behalf of the Group, wishes to appoint the Agent as the agent of the Group to
seek, negotiate and conclude charterparties or other contracts for the employment of the
vessels owned by the Shipowning Subsidiaries from time to time (the “Vessels” and each a
“Vessel”), on the terms and conditions set out herein.





NOW THEREFORE IT IS HEREBY AGREED:





	1.	 	Appointment and Services






	1.1	 	In consideration of the payment of the fees hereinafter described, the Company as principal
and as agent for and on behalf of the Shipowning Subsidiaries hereby appoints the Agent as the
exclusive agent of the Group for the provision of chartering services (the “Services”) to the
Group, which include seeking and negotiating employment for the Vessels in accordance with the
Company’s instructions and subject to the Company’s approval the conclusion (including the
execution) of charter parties or other contracts relating to the employment of the Vessels,
provided that the




31









 












	 	 	Agent is authorised to conclude employment for the Vessels of up to six (6) months duration
on commercially reasonable terms.
	 
	1.2	 	Subject to the terms and conditions herein provided, during the period of this Agreement, the
Agent shall carry out the Services as agents for and on behalf of the members of the Group.
The Agent shall have authority to take such actions as it may from time to time in its
absolute discretion consider to be necessary to enable it to perform the Services.
	 
	1.3	 	The Agent in the performance of the Services shall be entitled to have regard to its overall
responsibilities in relation to all vessels as may from time to time be entrusted to its
management and in particular, but without prejudice to the generality of the foregoing, the
Agent shall be entitled to allocate available resources and services in such manner as in the
prevailing circumstances the Agent in its absolute discretion consider to be fair and
reasonable.
	 
	1.4	 	The Company shall procure forthwith that each Shipowning Subsidiary (including such entities
as may become members of the Group from time to time) shall evidence its agreement to be bound
by the terms and conditions of this Agreement by executing a deed of accession to this
Agreement in the form of Schedule 1.
	 
	2.	 	Duration
	 
	 	 	This Agreement shall be effective as of the signing of this Agreement and shall continue for
an initial period of one (1) year. This Agreement shall be automatically extended for
successive one year periods, unless three (3) months written notice by either party is given
prior to the commencement of the then next period.
	 
	3.	 	Fees
	 
	3.1	 	For services performed hereunder by the Agent, the Company shall pay, or procure that the
relevant member of the Group pays, to the Agent a commission fee of one and a quarter percent
(1.25%) calculated on the collected gross hire/ freight/ demurrage payable when the relevant
hire/ freight/ demurrage are collected.
	 
	3.2	 	The management fee under Clause 3.1 shall be paid to the Agent within three (3) business days
upon collection by the Company or relevant member of the Group.
	 
	3.3	 	Payment shall be made to such other account as the Agent nominates by notice in writing to
the Company from time to time
	 
	3.4	 	The Company shall provide, or procure that the relevant member of the Group provides, to the
Agent, if so requested, reasonable access to all documents relating to the calculation and
collection of the earnings of the Vessels.





Insurances



The Company shall procure that, throughout the period of this Agreement,




32









 








at no expense to the Agent, the Vessels are insured for not less than their sound
market value or entered for their full gross tonnage, as the case may be for:




	 	(i)	 	usual hull and machinery marine risks (including crew
negligence) and excess liabilities;
	 
	 	(ii)	 	protection and indemnity risks (including pollution risks and
crew insurances); and
	 
	 	(iii)	 	war risks (including protection and indemnity and crew risks),






	 	 	 	in accordance with the best practice of prudent owners of ships of a similar type to
the Vessels, with first class insurance companies, underwriters or associations (the
“Shipowning Subsidiaries’ Insurances”);





all premiums and calls on the Shipowning Subsidiaries’ Insurances are paid promptly
by their due date;



the Shipowning Subsidiaries’ Insurances name the Agent and, subject to
underwriters’ agreement, any third party designated by the Agent as a joint assured,
with full cover, with the Company procuring on behalf of the relevant Shipowning
Subsidiary cover in respect of each of the insurances specified in sub-clause 6.1, if
reasonably obtainable, on terms such that neither the Agent nor any such third party
shall be under any liability in respect of premiums or calls arising in connection with
the Shipowning Subsidiaries’ Insurances;



written evidence is provided, to the reasonable satisfaction of the Agent, of compliance
with the obligations under Clause 4 within a reasonable time from the commencement of
this Agreement, and of each renewal date and, if specifically requested, of each
payment date of the Shipowning Subsidiaries’ Insurances.



Expenses Paid on Behalf of the Group




Any expenses incurred by the Agent under the terms of this Agreement on behalf of a member of the
Group shall be paid to the Agent by the Company against supporting vouchers.



Notwithstanding anything contained herein to the contrary, the Agent shall in no circumstances be
required to use or commit its own funds to finance the provision of the Services.



Agent’s Right to Sub-Contract




The Agent shall have the right to sub-contract any part of its obligations hereunder to an
affiliate, provided that, in the event of such a sub-contract the Agent shall remain fully
liable for the due performance of their obligations under this Agreement.



33









 








Responsibilities




“Force Majeure Event”- Neither any member of the Group nor the Agent shall be under any liability
for any failure to perform any of their obligations hereunder by reason of any cause
whatsoever of any nature or kind beyond their reasonable control. Force majeure will only
relieve a party from any obligation to the extent that the event actually prevents performance
of the obligation and has not been caused by that party’s default. The party claiming force
majeure must notify the other party of the commencement and the end of the force majeure
events, and take all reasonable steps to mitigate the effects thereof.



The Agent, without prejudice to Clause 7.1, shall be under no liability whatsoever to any member
of the Group for any loss, damage, delay or expense of whatsoever nature, whether direct or
indirect, (including but not limited to loss of profit arising out of or in connection with
detention of or delay to a Vessel) and howsoever arising in the course of performance of the
Services UNLESS the same is proven to have resulted solely from the gross negligence or wilful
default of the Agent or its employees, or agents or sub-contractors employed by it, in which
case the Agent’s liability for all incidents or series of incidents arising in any calendar
year shall never exceed a total of ten (10) times the actual annual management fee paid in
that year hereunder.



(Indemnity) Except to the extent and solely for the amount therein set out that the Agent would be
liable under Clause 7.2, the members of the Group hereby undertake to keep the Agent and its
employees, agents and sub-contractors indemnified and to hold them harmless against all
actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may
be brought against them or incurred or suffered by them or any of them arising out of or in
connection with the performance of the Agreement or by virtue of the Agent being a service
provider/agent to the Group, and against and in respect of all costs, losses, damages and
expenses (including legal costs and expenses on a full indemnity basis) which the Agent may
suffer or incur (either directly or indirectly) in the course of the performance of this
Agreement, except where such costs, losses, damages and expenses have been occasioned by the
Agent’s own gross negligence or wilful default.



(“Himalaya Clause”) It is hereby expressly agreed that no employee or agent of the Agent
(including every sub- contractor from time to time employed by the Agent) shall in any
circumstances whatsoever be under any liability whatsoever to any member of the Group for any
loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any
act, neglect or default on his part while acting in the course of or in connection with his
employment and, without prejudice to the generality of the foregoing provisions in this Clause
7, every exemption, limitation, condition and liberty herein contained and every right,
exemption from liability, defence and immunity of whatsoever nature applicable to the Agent or
to which the Agent is entitled hereunder shall also be available and shall extend to protect
every such employee or agent of the Agent acting as aforesaid and each such employee and agent
shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce and to
enjoy the benefit of this Clause 7.



34









 





Duration of the Agreement and Termination




This Agreement shall come into effect on the day and year referred in Clause 2 and shall continue
until it is terminated:




	 	(a)	 	by either party in accordance with Clause 2;
	 
	 	(b)	 	by the Agent forthwith on the giving of written notice to the Company if:






	 	(i)	 	any moneys payable by any member of the Group under this
Agreement shall not have been received in the Agent’s nominated account within
ten (10) calendar days of receipt by the Company of the Agent’s written
request; or
	 
	 	(ii)	 	any Vessel is repossessed by a secured creditor.






	 	(c)	 	by either the Company or the Agent at any time on the giving of notice if the
other is in breach of any material term of this Agreement and that breach is not
remedied, within 10 Business Days of the terminating party giving notice to the party
in breach, to the satisfaction of the terminating party (acting reasonably).





This Agreement shall be deemed to be terminated




in relation to a Vessel (and the Shipowning Subsidiary which is the owner of that
Vessel) in the case of the sale of that Vessel or if that Vessel becomes a total loss
or is declared as a constructive or compromised or arranged total loss or is
requisitioned. The Vessel shall not be deemed to be lost unless either she has become
an actual total loss or agreement has been reached with her underwriters in respect of
her constructive, compromised or arranged total loss or if such agreement with her
underwriters is not reached it is adjudged by a competent tribunal that a constructive
loss of the Vessel has occurred;



in the event of an order being made or resolution passed for the winding up,
dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose
of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends
payment, ceases to carry on business or makes any special arrangement or composition
with its creditors.



Limitation of Liability




The Agent shall not be liable for any indirect or consequential losses for any reason whatsoever.



Payment Netting and Set Off





All amounts due under this Agreement shall be paid in full without any deduction or
withholding other than as required by law. All amounts referred to in this Agreement



35









 






are expressed exclusive of any value added tax in any applicable jurisdiction. No member of the
Group shall be entitled to assert any credit, set-off or counterclaim against the Agent in
order to justify withholding payment of any such amount in whole or in part.



Notices





All notices, requests, consents and other communications under this Agreement shall be in
writing and shall be deemed delivered (a) upon delivery when delivered personally, (b) upon
receipt if by facsimile transmission (with confirmation of receipt thereof), or (c) one
business day after being sent via a reputable nationwide overnight courier service
guaranteeing next business day delivery, in each case to the intended recipient as set forth
below:




If to BULK ENERGY TRANSPORT (HOLDINGS) LIMITED:


c/o 1-3 Patriarchou Grigoriou

16674 Glyfada

Athens, Greece

Attention: Finance Department

Facsimile: +30 210 96 38 450





If
to Safbulk Maritime S.A.:




c/o 11 Poseidonos Avenue

16777 Elliniko

Athens, Greece

Attention: Finance Department

Facsimile: +30 210 894 8403





Any party may change the address to which notices, requests, consents or other
communications hereunder are to be delivered by giving the other parties notice in the
manner set forth in this clause.



Governing Law and Dispute Resolution





This Agreement shall be governed by and construed in accordance with English law and any
dispute arising out of or in connection with this Agreement shall be referred to arbitration
in London in accordance with the Arbitration Act 1996, or any statutory modification or
re-enactment thereof save to the extent necessary to give effect to the provisions of this
Clause. The Arbitration shall be conducted in accordance with the London Maritime
Arbitrators Association (LMAA) terms current at the time when the arbitration proceedings
are commenced. The reference shall be to three arbitrators. Each party to appoint one
arbitrator and the two so appointed to appoint the third who
shall act as chairman of the Tribunal. On the receipt by one party of the nomination in
writing of the other party’s arbitrator, that party shall appoint their arbitrator within
fourteen days, failing which the single arbitrator shall act as sole arbitrator and any



36









 






decision of the sole arbitrator shall be binding in both parties. The two arbitrators so
appointed shall appoint the third arbitrator within fourteen days.


IN WITNESS WHEREOF, the parties hereinabove have caused this Agreement to be signed in duplicate by
their respective and duly authorized representatives as of the date first written hereinabove.




	 	 	 	 	 
	BULK ENERGY TRANSPORT

(HOLDINGS) LIMITED	 	 
	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






SAFBULK
MARITIME S.A.




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

George Kalogeropoulos
	 	 
	Title:

	 	Director	 	 






	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

Kostas Koutsoubelis
	 	 
	Title:

	 	Director	 	 






37









 





Schedule 1




Deed of Accession




[                 ] 200[       ]




	 	 	 
	From:

	 	[                     ]
	To:

	 	[                     ]






Dear Sirs,





	 	 	Re: Brokerage Agreement of [          ] and made between (1) Bulk Energy
Transport (Holdings) Limited (the
“Company”) and Safbulk Pty Ltd. (the
“Agent”)




We refer to the Brokerage Agreement (the “Agreement”). We are a Shipowning Subsidiary as defined in
the Agreement and are to become owners of the vessel “[   ]” (the “Vessel”).



We hereby confirm that:





	(a)	 	the Company has entered into the Agreement as our agent, for and on our behalf; and
	 
	(b)	 	we are bound to observe the terms and conditions of the Agreement as if we were a named
signatory therein.




We confirm that we are the Company’s principal in respect of the Agreement as it relates to the
Vessel and ourselves. We hereby confirm that the Company has full authority on our behalf (i) to
execute the Agreement and any agreement or addendum supplemental thereto, (ii) to give to the Agent
any instructions required of us under the Agreement, (iii) to exercise any of our rights under the
Agreement and (iv) to act in accordance with the terms contained in the Agreement, both on our
behalf and on all matters relating to us, which are the subject of the Agreement and as they relate
to the Vessel. We hereby confirm that we will be bound by any actions taken by the Company under
the Agreement on our behalf and we hereby confirm and ratify any such actions taken by the Company.



The terms and provisions of this letter shall be governed by and construed in accordance with
English law, and this letter is being executed as a deed on the date first above written.



Yours faithfully,



      
               
                 
             
         

For and on behalf of

[           
              ]



In the presence of:



            
                     
            
               




38









 





Schedule 5




Technical Management Agreement




TECHNICAL MANAGEMENT AGREEMENT



THIS AGREEMENT is made on this day of August 2009.




BETWEEN:





	(3)	 	BULK ENERGY TRANSPORT (HOLDINGS) LIMITED (the “Company”) a company incorporated in Marshall
Islands whose registered office is at Trust Company Complex, Ajeltake Island, P.O.Box 1405,
Majuro, Marshall Islands, MH 96960, for its own behalf and as agent for and on behalf of the
Shipowning Subsidiaries;
	 
	(4)	 	ENTERPRISES SHIPPING AND TRADING S.A. (the “Manager”) a company incorporated in Liberia whose
registered office is at 80 Broad Street, Monrovia, Liberia.





WHEREAS





	(C)	 	The Company has been appointed by its various shipowning subsidiaries from time to time (the
“Shipowning Subsidiaries” and together with the Company, the “Group” and any of them a “member
of the Group”) as their agent to provide certain administrative and financial support services
to the Group, to appoint and instruct on behalf of the Group agents for the provision of
commercial and technical management services and to monitor the performance of such agents.
	 
	(D)	 	The Company, on behalf of the Group, wishes to appoint the Manager as the technical manager
of the vessels owned by the Shipowning Subsidiaries from time to time (the “Vessels” and each
a “Vessel”), on the terms and conditions set out herein.





NOW THEREFORE IT IS HEREBY AGREED:





	1.	 	Appointment and Services
	 
	1.1	 	In consideration of the payment of the fees hereinafter described, the Company as principal
and as agent for and on behalf of the Shipowning Subsidiaries hereby appoints the Manager as
the exclusive agent of the Group for the provision of technical management services (the
“Services”) more fully described in the form of amended Shipman 98 management agreement set
out in Schedule 1 to this Agreement (the “Shipman Form”), the terms of which are an integral
part of this Agreement. References in the Shipman Form to the “Owners” shall be construed for
the purposes of this Agreement to be references to the relevant member of the Group. In case
of




39









 






	 	 	conflict between the Shipman Form and the other terms of this Agreement, the latter shall
prevail.
	 
	1.5	 	Subject to the terms and conditions herein provided, during the period of this Agreement, the
Manager shall carry out the Services as agents for and on behalf of the members of the Group.
The Manager shall have authority to take such actions as it may from time to time in its
absolute discretion consider to be necessary to enable it to perform the Services.
	 
	1.6	 	The Manager in the performance of the Services shall be entitled to have regard to its
overall responsibilities in relation to all vessels as may from time to time be entrusted to
its management and in particular, but without prejudice to the generality of the foregoing,
the Manager shall be entitled to allocate available resources and services in such manner as
in the prevailing circumstances the Manager in its absolute discretion consider to be fair and
reasonable.
	 
	1.7	 	The Company shall procure forthwith that each member of the Group (including such entities as
may become members of the Group from time to time) shall evidence its agreement to be bound by
the terms and conditions of this Agreement by executing a deed of accession to this Agreement
in the form of Schedule 2.
	 
	2.	 	Duration
	 
	 	 	This Agreement shall be effective as of the signing of this Agreement and shall continue for
an initial period of one (1) year. This Agreement shall be automatically extended for
successive one year periods, unless three (3) months written notice by either party is given
prior to the commencement of the then next period.
	 
	3.	 	Fees
	 
	3.1	 	For services performed hereunder by the Manager, the Company shall pay or shall procure that
each relevant member of the Group pays the Manager for its services as Manager under this
Agreement a fee per Vessel of €425.00 per day until 31 December 2009, thereafter adjusted on
an annual basis by an amount equal to the percent change during the preceding period in the
Harmonised Indices of Consumer Prices All Items for Greece published by Eurostat from time to
time, such fee shall be payable monthly in advance, the first payment with respect to a Vessel
shall be due on the date that title to that Vessel is registered in the name of a Shipowning
Subsidiary. All subsequent payments shall be due on the first Business Day of each following
month.
	 
	3.2	 	Payment shall be made to such other account as the Manager nominates by notice in writing to
the Company from time to time





Responsibilities




“Force Majeure Event”- Neither any member of the Group nor the Manager shall be under any liability
for any failure to perform any of their obligations hereunder by reason of any cause
whatsoever of any nature or kind beyond their reasonable control. Force majeure will only
relieve a party from any obligation to the extent that the event



40









 






actually prevents performance of the obligation and has not been caused by that party’s
default. The party claiming force majeure must notify the other party of the commencement
and the end of the force majeure events, and take all reasonable steps to mitigate the
effects thereof.



The Manager, without prejudice to Clause 4.1, shall be under no liability whatsoever to any
member of the Group for any loss, damage, delay or expense of whatsoever nature, whether
direct or indirect, (including but not limited to loss of profit arising out of or in
connection with detention of or delay to a Vessel) and howsoever arising in the course of
performance of the Services UNLESS the same is proven to have resulted solely from the gross
negligence or wilful default of the Manager or its employees, or agents or sub-contractors
employed by it, in which case the Manager’s liability for all incidents or series of incidents
arising in any calendar year shall never exceed a total of ten (10) times the actual annual
management fee paid in that year hereunder.



(Indemnity) Except to the extent and solely for the amount therein set out that the Manager would
be liable under Clause 4.2, the members of the Group hereby undertake to keep the Manager and
its employees, agents and sub-contractors indemnified and to hold them harmless against all
actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may
be brought against them or incurred or suffered by them or any of them arising out of or in
connection with the performance of the Agreement or by virtue of the Manager being a service
provider/agent to the Group, and against and in respect of all costs, losses, damages and
expenses (including legal costs and expenses on a full indemnity basis) which the Manager may
suffer or incur (either directly or indirectly) in the course of the performance of this
Agreement, except where such costs, losses, damages and expenses have been occasioned by the
Manager’s own gross negligence or wilful default.



(“Himalaya Clause”) It is hereby expressly agreed that no employee or agent of the Manager
(including every sub- contractor from time to time employed by the Manager) shall in any
circumstances whatsoever be under any liability whatsoever to any member of the Group for any
loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any
act, neglect or default on his part while acting in the course of or in connection with his
employment and, without prejudice to the generality of the foregoing provisions in this Clause
4, every exemption, limitation, condition and liberty herein contained and every right,
exemption from liability, defence and immunity of whatsoever nature applicable to the Manager
or to which the Manager is entitled hereunder shall also be available and shall extend to
protect every such employee or agent of the Manager acting as aforesaid and each such employee
and agent shall have the right under the Contracts (Rights of Third Parties) Act 1999 to
enforce and to enjoy the benefit of this Clause 4.



Duration of the Agreement and Termination




This Agreement shall come into effect on the day and year referred in Clause 2 and shall continue
until it is terminated:




	 	(a)	 	by either party in accordance with Clause 2;




41









 






	 	(b)	 	by the Manager forthwith on the giving of written notice to the Company if:






	 	(iii)	 	any moneys payable by any member of the Group under this
Agreement shall not have been received in the Manager’s nominated account
within ten (10) calendar days of receipt by the Company of the Manager’s
written request; or
	 
	 	(iv)	 	any Vessel is repossessed by a secured creditor;






	 	(c)	 	by either the Company or the Manager at any time on the giving of notice if the
other is in breach of any material term of this Agreement and that breach is not
remedied, within 10 Business Days of the terminating party giving notice to the party
in breach, to the satisfaction of the terminating party (acting reasonably).





This Agreement shall be deemed to be terminated




in relation to a Vessel (and the Shipowning Subsidiary which is the owner of that
Vessel) in the case of the sale of that Vessel or if that Vessel becomes a total loss
or is declared as a constructive or compromised or arranged total loss or is
requisitioned. The Vessel shall not be deemed to be lost unless either she has become
an actual total loss or agreement has been reached with her underwriters in respect of
her constructive, compromised or arranged total loss or if such agreement with her
underwriters is not reached it is adjudged by a competent tribunal that a constructive
loss of the Vessel has occurred;



in the event of an order being made or resolution passed for the winding up,
dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose
of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends
payment, ceases to carry on business or makes any special arrangement or composition
with its creditors.



Limitation of Liability




The Manager shall not be liable for any indirect or consequential losses for any reason
whatsoever.



Payment Netting and Set Off





All amounts due under this Agreement shall be paid in full without any deduction or
withholding other than as required by law. All amounts referred to in this Agreement are
expressed exclusive of any value added tax in any applicable jurisdiction. No member of the
Group shall be entitled to assert any credit, set-off or counterclaim against the Manager in
order to justify withholding payment of any such amount in whole or in part.



42









 





Notices





All notices, requests, consents and other communications under this Agreement shall be in
writing and shall be deemed delivered (a) upon delivery when delivered personally, (b) upon
receipt if by facsimile transmission (with confirmation of receipt thereof), or (c) one
business day after being sent via a reputable nationwide overnight courier service
guaranteeing next business day delivery, in each case to the intended recipient as set forth
below:




If to BULK ENERGY TRANSPORT (HOLDINGS) LIMITED:


c/o 1-3 Patriarchou Grigoriou

16674 Glyfada Greece

Attention: Finance Department

Facsimile: +30 210 96 38 450





If to Enterprises Shipping and Trading S.A.:


11 Poseidonos Avenue

167 77 Elliniko

Athens, Greece

Facsimile: +30 210 898 3157

Attention: General Manager





Any party may change the address to which notices, requests, consents or other
communications hereunder are to be delivered by giving the other parties notice in the
manner set forth in this clause.



Governing Law and Dispute Resolution





This Agreement shall be governed by and construed in accordance with English law and any
dispute arising out of or in connection with this Agreement shall be referred to arbitration
in London in accordance with the Arbitration Act 1996, or any statutory modification or
re-enactment thereof save to the extent necessary to give effect to the provisions of this
Clause. The Arbitration shall be conducted in accordance with the London Maritime
Arbitrators Association (LMAA) terms current at the time when the arbitration proceedings
are commenced. The reference shall be to three arbitrators. Each party to appoint one
arbitrator and the two so appointed to appoint the third who shall act as chairman of the
Tribunal. On the receipt by one party of the nomination in writing of the other party’s
arbitrator, that party shall appoint their arbitrator within fourteen days, failing which
the single arbitrator shall act as sole arbitrator and any decision of the sole arbitrator
shall be binding in both parties. The two arbitrators so appointed shall appoint the third
arbitrator within fourteen days.



IN WITNESS WHEREOF, the parties hereinabove have caused this Agreement to be signed in duplicate
by their respective and duly authorized representatives as of the date first written
hereinabove.




43









 








	 	 	 	 	 
	BULK ENERGY TRANSPORT

(HOLDINGS) LIMITED	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






ENTERPRISES SHIPPING AND TRADING S.A.




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

George Sarris
	 	 
	Title:

	 	President	 	 






44









 






Schedule 1




Shipman Form




45









 





Schedule 2




Deed of Accession




[            ] 200[      ]




	 	 	 
	From:

	 	[                ]
	To:

	 	[                ]






Dear Sirs,





	Re:	 	Technical Management Agreement of [            ] and made between (1) BULK
ENERGY TRANSPORT (HOLDINGS)
LIMITED (the “Company”) and
Enterprises Shipping and
Trading S.A. (the
“Manager”)




We refer to the Technical Management Agreement (the “Agreement”). We are a Shipowning Subsidiary as
defined in the Agreement and are to become owners of the vessel “[   ]” (the “Vessel”).



We hereby confirm that:





	(a)	 	the Company has entered into the Agreement as our agent, for and on our behalf; and
	 
	(b)	 	we are bound to observe the terms and conditions of the Agreement as if we were a named
signatory therein.




We confirm that we are the Company’s principal in respect of the Agreement as it relates to the
Vessel and ourselves. We hereby confirm that the Company has full authority on our behalf (i) to
execute the Agreement and any agreement or addendum supplemental thereto, (ii) to give to the
Manager any instructions required of us under the Agreement, (iii) to exercise any of our rights
under the Agreement and (iv) to act in accordance with the terms contained in the Agreement, both
on our behalf and on all matters relating to us, which are the subject of the Agreement and as they
relate to the Vessel. We hereby confirm that we will be bound by any actions taken by the Company
under the Agreement on our behalf and we hereby confirm and ratify any such actions taken by the
Company.



The terms and provisions of this letter shall be governed by and construed in accordance with
English law, and this letter is being executed as a deed on the date first above written.



Yours faithfully,



    
              
            
          

For and on behalf of

[                    ]



In the presence of:



     
                
                 
  





46