Exhibit 10.46


 


SUPPLEMENTAL LETTER 


 


	To: 	PREMIER MARINE CO.
	 	GLADIATOR SHIPPING CO.
	 	GUARDIAN SHIPPING CO.
	 	SEANERGY MARITIME HOLDINGS CORP.
	 	each of Trust Company Complex, Ajeltake Road
	 	Ajeltake Island, Majuro
	 	MH96960, the Marshall Islands 
	 	c/o 16 Grigoriou Lambraki Street
	 	(Emporiko Kentro Premiera)
	 	Second Floor
	 	16674 Glyfada, Athens Greece
	 	Fax No: +30 210 9638404
	 	for the attention of: Chief Executive Officer
	 	 
	From:	UniCredit Bank AG
	 	as Lender
	 	7 Heraklitou Street
	 	10673 Athens
	 	Greece 
	 	Fax: +30 210 3640063
	 	Attention: the Managers


 


29 July 2016


 


Dear Sirs


 


Facility Agreement dated 11 September
2015 (as amended and supplemented by a supplemental agreement dated 3 June 2016, together, the "Facility Agreement")
and entered into between (i) Premier Marine Co., Gladiator Shipping Co. and Guardian Shipping Co. as joint and several borrowers
(together, the "Borrowers"), (ii) Seanergy Maritime Holdings Corp. as guarantor (the "Guarantor") and (iii)
UniCredit Bank AG as lender (the "Lender") in respect of a term loan facility of (originally) up to US$54,704,790 


 


We refer to the Facility Agreement. Words
and expressions defined in the Facility Agreement shall have the same meaning when used in this Letter and for the purposes of
this Letter.


 


"Effective Date" means
the date of this Letter.


 


This Letter sets out the terms and conditions
on which the Lender agrees, with effect on and from the Effective Date, at the request of the Borrowers and the Guarantor to amend
certain provisions of the Facility Agreement as described in Clause 2 (the "Request").


 


		1	We hereby confirm our approval, consent and acceptance of the Request above from the Effective
Date, subject to the satisfaction of the conditions referred to in paragraphs (a)-(e) below.



 


The conditions referred
to above are:


 


		(a)	a bringdown certificate of the Secretary of the Borrowers and the Guarantor specifying the directors
and officers of the Borrowers and the Guarantor, the authorised and issued share capital and the holders of the shares therein
and certifying that there are no changes to the documents provided by the Borrowers and the Guarantor under schedule 2, part A,
paragraphs 1.2 and 1.3 of the Facility Agreement:



 



    	 



    	 



    




		(b)	certified copies of all documents (if any) evidencing any other necessary action, approvals or
consents with respect to this Letter (including without limitation) all necessary governmental and other official approvals and
consents in such pertinent jurisdictions as the Lender deems appropriate;



 


		(c)	an original of this Letter duly executed by the Lender and acknowledged by the Borrowers and the
Guarantor;



 


		(d)	evidence that the process agent referred to in Clause 8 of this Letter has accepted its appointment
as agent for service of process under this Letter; and



 


		(e)	any other document or evidence as the Lender may reasonably request in writing from the Borrowers.



 


		2	Amendments to the Loan Agreement



 


In consideration of the agreement
of the Lender contained in Clause 1 of this Letter, the Borrowers and the Guarantor hereby agree with the Lender that the provisions
of the Facility Agreement shall be varied and/or amended and/or supplemented with effect on and from the Effective Date as follows:


 


		(a)	by inserting the following new definitions in clause 1.1 of the Facility Agreement:



 


""Report
Period" means the period commencing on 1 July 2016 and ending on 30 June 2017."; and


 


""Waiver
Period" means the period commencing on 11 December 2015 (inclusive) and ending on 30 June 2017 (inclusive).";


 


		(b)	by inserting at the beginning of clause 21.1 (c) of the Facility Agreement the following wording:



 


"Other
than during the Waiver Period,";


 


		(c)	by inserting a new paragraph (e) in clause 20.2 of the Facility Agreement as follows:



 


"(e)
on the first date of the Report Period and at two-months intervals thereafter until the end of the Report Period, the Guarantor
shall deliver to the Lender a cash flow forecast report for the following two-months period. ";


 


		(d)	by inserting a new clause 21.2 of the Facility Agreement as follows:



 


"21.2
Shortfall in Cash Flow Forecast Report


 


In case the cash
flow forecast report delivered to the Lender under Clause 20.2 (e) shows that there is a cash shortfall, the Guarantor shall promptly
(but not later than 5 Business Days after the delivery of such reports) provide to the Lender sufficient evidence (in the form
of an amendment to shareholders’ Notes) that any contractually committed but undrawn parts of shareholders’ Notes have
been increased by an amount equal to that cash shortfall."


 


and the remaining clauses will
be renumbered and all relevant cross references will be updated accordingly; and


 


		(e)	by construing throughout all references in the Loan Agreement to “this Agreement” and
all references in the Finance Documents (other than the Loan Agreement) to the “Loan Agreement” as references to the
Loan Agreement as amended and supplemented by this Letter.



 



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		3	Representations and Warranties



 


The Borrowers and the Guarantor
hereby represent and warrant to the Lender that the representations and warranties contained in clause 19 (Representations)
of the Facility Agreement are true and correct on the date of this Letter and on the Effective Date as if all references therein
to “this Agreement” were references to the Facility Agreement as supplemented by this Letter and as if all such representations
and warranties were amended in line with Clause 2 of this Letter. This Letter comprises the legal, valid and binding obligations
of the Borrowers and the Guarantor enforceable in accordance with its terms.


 


		4	Re-affirmation of Facility Agreement



 


The Borrowers
and the Guarantor hereby agree that all the provisions of the Facility Agreement which have not been amended by this Letter shall
be and are hereby re-affirmed and remain in full force and effect.


 


		5	Costs and Expenses



 


The provisions
of clause 16 (Costs and Expenses) of the Facility Agreement, as amended and supplemented by this Letter, shall apply to
this Letter as if they were expressly incorporated in this Letter with any necessary modifications.


 


		6	Notices



 


Clause 33 (Notices) of
the Facility Agreement shall extend and apply to this Letter as if the same were (mutatis mutandis) herein expressly set forth.


 


		7	Governing law



 


This Letter and any non-contractual
obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.


 


		8	Process Agent



 


The Borrowers and the Guarantor,
hereby, irrevocably appoint Messrs. E.J.C Album Solicitors, presently of Landmark House, 190 Willifield Way, London, NW11 GY1,
England (Attention of Mr. Eduard Album Fax +44 (0) 20 8457 5558, e-mail: ejca@mitgr.com), to act as their agent to receive and
accept on their behalf any process or other document relating to any proceedings in the English Courts which are connected with
this Letter.


 


Please confirm your agreement by signing
the acknowledgement below.


 


Yours faithfully


 


	/s/ Anastasia Kerpinioti	/s/ Nikolaos Tzoumakas
	Anastasia Kerpinioti	Nikolaos Tzoumakas
	for and on behalf of	for and on behalf of
	UniCredit Bank AG 	UniCredit Bank AG 
	as Lender	as Lender


 



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We hereby acknowledge receipt of the above
Letter and confirm our agreement to the terms hereof.


 


/s/ Theodora Mitropetrou





Theodora Mitropetrou


 


for and on behalf of 


PREMIER MARINE CO.


 


Date: 29 July 2016


 


/s/ Theodora Mitropetrou





Theodora Mitropetrou


 


for and on behalf of 


GLADIATOR SHIPPING CO.


 


Date: 29 July 2016


 


/s/ Theodora Mitropetrou





Theodora Mitropetrou


 


for and on behalf of 


GUARDIAN SHIPPING CO.


 


Date: 29 July 2016


 


/s/ Theodora Mitropetrou





Theodora Mitropetrou


 


for and on behalf of 


SEANERGY MARITIME HOLDINGS CORP.


 


Date: 29 July 2016


 



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