Exhibit 10.2


Dated 28 November 2016


 


LORD OCEAN NAVIGATION CO.

KNIGHT OCEAN NAVIGATION CO.

as joint and several Borrowers


 


and


 


THE ENTITIES

Listed in Schedule 1

as Lenders


 


and


 


NORTHERN SHIPPING FUND III LP

as Agent

and as Security Trustee


 


Loan Agreement


 


relating to

a senior secured loan facility of up to US$32,000,000

to finance part of the acquisition cost of 


m.vs. “LORDSHIP” and “KNIGHTSHIP”


 



    	 



    	 



    




Index


 


	Clause		Page



 




	1     Interpretation	1
	2     Facility	15
	3     Position of the Lenders	16
	4     Drawdown	16
	5     Interest	18
	6     Intentionally omitted	18
	7     Default Interest	18
	8     Repayment and Prepayment	19
	9     Conditions
    Precedent	21
	10   Representations and Warranties	22
	11   General Undertakings	25
	12   Corporate Undertakings	29
	14   Ship Covenants	35
	15   Security Cover	39
	16   Payments and Calculations	40
	17   Application of Receipts	42
	18   Application of Earnings, Cashflow Support Deposit and Drydocking Reserve Account	43
	19   Events of Default	45
	20   Fees, other interest and Expenses	50
	21   Indeminities	52
	22   No Set-off or Tax Deduction	54
	23   Illegality, etc	56
	24   intentionally left blank	56
	25   Set-off	56
	26   Transfers and Changes in Lending Offices	57
	27   Variations and Waivers	60
	28   Notices	61
	29   Joint and Several Liability	63
	30   Supplemental	64
	31   Law and Jurisdiction	64
	32   PATRIOT Act Notice	65


 


Schedules


 




	Schedule 1 Lenders and Commitments	66
	Schedule 2 Drawdown Notice	67
	Schedule 3 Condition Precedent Documents	68
	Part A	68
	Part B	70
	Schedule 4 Transfer Certificate	72
	Schedule 5 Repayment Schedule Per Advance	76
	Schedule 6 Back End Interest Calculation Schedule Per Vessel/Advance	77


 


Appendices


 




	Execution Pages	 


 



    	 



    	 



    




THIS AGREEMENT is made on 28 November
2016


 


Between


 


		(a)	LORD OCEAN NAVIGATION CO. and knight ocean navigation
CO., each a corporation incorporated and existing under the laws of the Republic of Liberia having its registered
office at 80 Broad street, Monrovia, Liberia, as joint and several Borrowers;



 


		(b)	THE ENTITIES listed in Schedule 1, as Lenders;



 


		(c)	NORTHERN SHIPPING FUND III LP, a limited partnership formed in Delaware, United States of
America, acting through its office at One Stamford Landing, Suite 212, 62 Southfield Avenue, Stamford, CT 06902, U.S.A. as Agent;
and



 


		(d)	NORTHERN SHIPPING FUND III LP, a limited partnership formed in Delaware, United States of
America, acting through its office at One Stamford Landing, Suite 212, 62 Southfield Avenue, Stamford, CT 06902, U.S.A. as Security
Trustee.



 


BACKGROUND


 


The Lenders have agreed
to make available to the Borrowers a senior secured term loan facility in an aggregate amount up to $32,000,000 to be made available
to the Borrowers in two Advances as follows:-


 


		(A)	Advance A in an aggregate amount of up to the lesser of (i) $16,000,000 and (ii) an amount equal
to 77 per cent. of the Initial Market Value of Ship A, for the purpose of assisting Borrower A in financing, or as the case may
be, re- financing part of the Contract Price of Ship A to be drawn down in two tranches as follows:



 


		(i)	Advance A Tranche A in an amount of $7,500,000 to be drawdown on the first Drawdown Date; and



 


		(ii)	Advance A Tranche B in an amount which, when aggregated with the amount of Advance A Tranche A
(being $7,500,000), is equal to the lesser of (i) $16,000,000 and (ii) an amount equal to 77 per cent. of the Initial Market Value
of Ship A to be drawn down together with Advance B on the second Drawdown Date; and



 


		(B)	Advance B in an amount of up to the lesser of (i) $16,000,000 and (ii) an amount equal to 77 per
cent. of the Initial Market Value of Ship B, for the purpose of assisting Borrower B in financing part of the Contract Price of
Ship B.



 


IT IS AGREED as follows:


 


		1	Interpretation



 


		1.1	Definitions



 


Subject to Clause 1.5, in this
Agreement:


 


“Account”
means each of the Earnings Account or the Drydocking Reserve Accounts or, if in the name of the Borrowers, the Deposit Account
or any other account agreed between the Borrowers and the Lender, and in the plural, means any or all of them;


 


“Account
Bank” means any bank agreed between the Borrowers and the Agent which will hold the Accounts or any of them;


 


“Account
Pledge” means, in relation to each Account, a deed creating security in respect of that Account in the Agreed
Form and, in the plural, means any or all of them;


 



    	 



    	 



    




“Advance”
means Advance A and Advance B and, in the plural, means both of them;


 


“Advance
A” means an amount equal to the lesser of (i) $16,000,000 and (ii) 77 per cent. of the Initial Market Value of the
Ship A or, as the context may require, the principal amount outstanding of Advance A at any relevant time;



 


“Advance
A Tranche A” means an amount of $7,500,000;



 


“Advance
A Tranche B” means an amount which, when aggregated with the amount of Advance A Tranche A (being $7,500,000) is equal
to the lesser of (i) $16,000,000 and (ii) 77 per cent. of the Initial Market Value of the Ship A;



 


“Advance
B” means an amount equal to the lesser of (i)$16,000,000 and (ii) 77 per cent. of the Initial Market Value of the Ship
B or, as the context may require, the principal amount outstanding of Advance B at any relevant time;



 


“Agency
and Trust Agreement” means the agency and trust agreement dated the same date as this Agreement and made between
the same parties;


 


“Agent”
means Northern Shipping Fund III LP, a limited partnership formed in Delaware, United States of America, acting through its office
at One Stamford Landing, Suite 212, 62 Southfield Avenue, Stamford, CT 06902, U.S.A., or any successor of it appointed under clause
5 of the Agency and Trust Agreement;


 


“Agreed
Form” means in relation to any document, that document in the form approved in writing by the Agent (acting on
the instructions of the Lenders) or as otherwise approved in accordance with any other approval procedure specified in any relevant
provisions of any Finance Document;


 


“Approved
Flag” means, in relation to a Ship, the flag of the Republic of Liberia or such other flag as the Agent may approve
as the flag on which that Ship is or, as the case may be, shall be registered;


 


“Approved
Flag State” means, in relation to a Ship, the Republic of Liberia or any other country in which the Agent may
approve that Ship is or, as the case may be, shall be registered;


 


“Approved
Manager” means, in respect of a Ship, V. Ships as the technical manager of that Ship and Fidelity Marine as the
commercial manager of that Ship, or any other company nominated by the Borrowers which the Agent may approve from time to time
(such approval not to be unreasonably withheld) as the commercial and/or technical manager of that Ship and, in the plural, means
both of them;


 


“Approved
Manager’s Undertaking” means, in relation to a Ship, a letter of undertaking including (inter alia) an assignment
of an Approved Manager’s rights, title and interests in the Insurances executed or, as the context may require, to be executed
by that Approved Manager in favour of the Security Trustee in the Agreed Form agreeing certain matters in relation to that Approved
Manager, serving as manager of that Ship and subordinating its rights against that Ship and the Borrower which is the owner thereof
to the rights of the Creditor Parties under the Finance Documents and, in the plural, means all of them;


 


“Availability
Period” means, in respect of each Advance, the period commencing on the date of this Agreement and ending on the
earlier of:


 


		(a)	30 December 2016 (or such later date as the Agent may, with the authorisation of the Lenders, agree
with the Borrowers); and



 


		(b)	the date on which the Total Commitments are fully borrowed, cancelled or terminated;



 



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“Borrower”
means each of Borrower A and Borrower B and, in the plural, means both of them;


 


“Borrower
A” means Lord Ocean Navigation Co., a corporation incorporated and existing under the laws of the Republic of
Liberia whose registered office is at 80 Broad Street, Monrovia, Liberia;


 


“Borrower
B” means Knight Ocean Navigation Co., a corporation incorporated and existing under the laws of the Republic of
Liberia whose registered office is at 80 Broad Street, Monrovia, Liberia;


 


“Business
Day” means a day (other than a Saturday or Sunday) on which banks are open for business in London, Athens, and
New York City;


 


“Cashflow
Support Deposit” has the meaning given to that term in Clause 18.2;


 


“Change
of Ownership” means any change at any time during the Security Period in the legal or beneficial ownership of the ultimate
beneficial owner which would result in (i) the Disclosed Person ceasing to be the ultimate beneficial owner of at least 30 per
cent. of the issued shares in Seanergy and/or the voting rights attached to such shares or (ii) any other person (or persons acting
in concert) being the ultimate beneficial owner (either directly or indirectly) of more than 50 per cent. of ownership of the issued
shares in Seanergy and/or the voting rights attached to such shares from that held by the Disclosed Person;


 


“Commitment”
means, in relation to a Lender, the amount set opposite its name in Schedule 1, or, as the case may require, the amount specified
in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement
(and “Total Commitments” means the aggregate of the Commitments of all the Lenders);


 


“Contract Price”
means in relation to each Ship, $20,750,000, being in each case the acquisition cost of that Ship payable pursuant to the relevant
MOA;


 


“Contractual
Currency” has the meaning given in Clause 21.6;


 


“Contribution”
means, in relation to a Lender, the part of the Loan which is owing to that Lender;


 


“Creditor
Party” means the Agent, the Security Trustee, or any Lender whether as at the date of this Agreement or at any
later time and, in the plural, means all of them;


 


“Delivery
Date” means, in relation to a Ship, the date on which title to and possession of that Ship is transferred from the relevant
Seller to the relevant Borrower pursuant to the MOA in respect of the Ship;


 


“Deposit
Account” means, subject to Clause 18.2:


 


(i) an interest
bearing account in the name of the Agent for the benefit of the Borrowers with DNB BANK ASA, (N.Y.) SWIFT ADDRESS: DNBAUS33 having
an account number 11772001 designated “Northern Shipping Fund III LP – Deposit Account”; or


 


(ii) any other
interest bearing account in the joint name of the Borrowers with the Account Bank blocked and pledged in favour of the Lenders
and/ or the Security Trustee, as the case may be, and which is designated by the Agent as the Deposit Account for the purposes
of this Agreement;


 


“Disclosed
Person” means the person disclosed to the Agent at the date of this Agreement being the ultimate beneficial owner of
at least 30 per cent. of the issued shares in Seanergy and the voting rights attached to such shares.


 



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“Dollars”
and “$” means the lawful currency for the time
being of the United States of America;


 


“Drawdown
Date” means, in respect of each Advance, the date requested by the Borrowers for that Advance to be borrowed,
or (as the context requires) the date on which that Advance is actually borrowed;


 


“Drawdown
Notice” means a notice in the form set out in Schedule 2 (or in any other form which the Agent approves or reasonably
requires);


 


“Drydocking
Reserve Account” means in relation to a Ship, an account in the name of the Borrower owning that Ship with the Account
Bank designated “Knight Ocean Navigation Co. – Drydocking Reserve Account” and “Lord Ocean Navigation Co.
– Drydocking Reserve Account” respectively or any other account which replaces this account and is designated by the
Agent as the Drydocking Reserve Account in respect of that Ship for the purposes of this Agreement in accordance with the Agent’s
instructions and, in the plural, means both of them;


 


“E.A.D.M.”
means E.A.D.M. Schiffarhrt GmbH & Co. KG, having its registered office at Herdentorswallstasse 93, 28195 Bremen, Germany;


 


“Earnings”
means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower
owning that Ship or the Security Trustee and which arise out of the use or operation of that Ship, including (but not limited to):


 


		(a)	except to the extent that they fall within paragraph (b):



 


		(i)	all freight, hire and passage moneys;



 


		(ii)	compensation payable to that Borrower or the Security Trustee in the event of requisition of the
Ship owned by it for hire;



 


		(iii)	remuneration for salvage and towage services;



 


		(iv)	demurrage and detention moneys;



 


		(v)	damages for breach (or payments for variation or termination) of any charterparty or other contract
for the employment of that Ship; and



 


		(vi)	all moneys which are at any time payable under any Insurances in respect of loss of hire; and



 


		(b)	if and whenever that Ship is employed on terms whereby any moneys falling within paragraphs (a)(i)
to (vi) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement
which is attributable to that Ship;



 


“Earnings
Account” means, in relation to a Ship, an account in the name of the Borrower owning that Ship with the Account
Bank designated “Knight Ocean Navigation Co. – Earnings Account” and “Lord Ocean Navigation Co.- Earnings
Account” respectively or any other account which replaces this account and is designated by the Agent as the Earnings Account
in respect of that Ship for the purposes of this Agreement in accordance with the Agent’s instructions and, in the plural,
means both of them;


 



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“Environmental
Claim” means:


 


		(a)	any claim by any governmental, judicial or regulatory authority which arises out of an Environmental
Incident or an alleged Environmental Incident or which relates to any Environmental Law; or



 


		(b)	any claim by any other person which relates to an Environmental Incident or to an alleged Environmental
Incident,



 


and “claim”
means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing;
an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement
or regulatory action, including the arrest or attachment of any asset;


 


“Environmental
Incident” means, in relation to a Ship:


 


		(a)	any release of Environmentally Sensitive Material from that Ship; or



 


		(b)	any incident in which Environmentally Sensitive Material is released from a vessel other than that
Ship and which involves a collision between that Ship and such other vessel or some other incident of navigation or operation,
in either case, in connection with which that Ship is actually or potentially liable to be arrested, attached, detained or injuncted
and/or that Ship and/or the Borrower which is the owner thereof and/or any operator or manager of that Ship is at fault or otherwise
liable to any legal or administrative action; or



 


		(c)	any other incident in which Environmentally Sensitive Material is released otherwise than from
that Ship and in connection with which that Ship is actually or potentially liable to be arrested and/or where the Borrower which
is the owner thereof and/or any operator or manager of that Ship is at fault or otherwise liable to any legal or administrative
action;



 


“Environmental
Law” means any law relating to pollution or protection of the environment, to the carriage of Environmentally
Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material;


 


“Environmentally
Sensitive Material” means oil, oil products and any other substance (including any chemical, gas or other hazardous
or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous;


 


“E.S.V.M.”
means E.S.V.M. Schiffarhrt GmbH & Co. KG, having its registered office at Herdentorswallstasse 93, 28195 Bremen, Germany;


 


“Event
of Default” means any of the events or circumstances described in Clause 19.1;


 


“FATCA”
means Sections 1471 through 1474 of the United States Internal Revenue Code and any regulations thereunder issued by the United
States Treasury;


 


“FATCA
Deduction” means a deduction or withholding from a payment under any Finance Document required by or under FATCA;


 


“FATCA
Exempt Party” means a FATCA Relevant Party who is entitled under FATCA to receive payments free from any FATCA Deduction;


 


“FATCA
Non-Exempt Party” means a FATCA Relevant Party who is not a FATCA Exempt Party;


 


“FATCA
Relevant Party” means each Borrower, each Creditor Party and each Security Party;


 



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“Fidelity
Marine” means Fidelity Marine Inc., a corporation incorporated and existing under the laws of the Republic of the Marshall
Islands whose registered office is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands;


 


“Finance
Documents” means together:


 


		(a)	this Agreement;



 


		(b)	the Agency and Trust Agreement;



 


		(c)	the Intercreditor Deed;



 


		(d)	the Subordination Undertaking:



 


		(e)	the General Assignments;



 


		(f)	the Mortgages;



 


		(g)	the Account Pledges;



 


		(h)	the Shares Pledges;



 


		(i)	the Approved Manager’s Undertakings; and



 


		(j)	any other document (whether creating a Security Interest or not) which is executed at any time
by a Borrower or a Security Party or any other person as security for, or to establish any form of subordination or priorities
arrangement in relation to, any amount payable to the Lenders under this Agreement or any of the other documents referred to in
this definition and, in the singular, means any of them;



 


“Financial
Indebtedness” means, in relation to a person (the “debtor”), any actual or contingent liability of the
debtor:


 


		(k)	for principal, interest or any other sum payable in respect of any moneys borrowed or raised by
the debtor;



 


		(l)	under any loan stock, bond, note or other security issued by the debtor;



 


		(m)	under any acceptance credit, guarantee or letter of credit facility made available to the debtor;



 


		(n)	under a financial lease, a deferred purchase consideration arrangement or any other agreement having
the commercial effect of a borrowing or raising of money by the debtor;



 


		(o)	under any foreign exchange transaction, any interest or currency swap, exchange or any other kind
of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires
netting of mutual liabilities, the liability of the debtor for the net amount; or



 


		(p)	under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability
of another person which would fall within (a) to (e) if the references to the debtor referred to the other person;



 


“GAAP”
means the generally accepted accounting principles in the United States of America;


 


“General
Assignment” means, in relation to a Ship, a general assignment of (inter alia) the Earnings, the Insurances and
any Requisition Compensation relative to that Ship executed or, as the context may require, to be executed by the Borrower which
is the owner thereof in favour of the Security Trustee in the Agreed Form and, in the plural, means both of them;


 



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“IACS”
means the International Association of Classification Societies;


 


“Initial
Market Value” means, in relation to a Ship, the market value of that Ship determined in accordance with the valuation
referred to in paragraph 4 of Schedule 3, Part B.


 


“Insurances”
means, in relation to a Ship:


 


		(a)	all policies and contracts of insurance and any reinsurance, policies or contracts, including entries
of that Ship in any protection and indemnity or war risks association, effected in respect of that Ship, its Earnings or otherwise
in relation to it whether before, on or after the date of this Agreement; and



 


		(b)	all rights (including, without limitation, any and all rights or claims which the Borrower owning
that Ship may have under or in connection with any cut-through clause relative to any reinsurance contract relating to the aforesaid
policies or contracts of insurance) and other assets relating to, or derived from, any of the foregoing, including any rights to
a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry
has expired on or before the date of this Agreement;



 


“Intercreditor
Deed” means an agreement made or to be made between (i) the Borrowers, (ii) the Security Trustee and (iii) the Junior
Lender in the Agreed Form;


 


“IRS”
means the United States Internal Revenue Service or any successor taxing authority;


 


“ISM
Code” means the International Safety Management Code (including the guidelines on its implementation), adopted
by the International Maritime Organisation as the same may be amended or supplemented from time to time (and the terms “safety
management system”, “Safety Management Certificate” and “Document of Compliance” have the same meanings
as are given to them in the ISM Code);


 


“ISPS
Code” means the International Ship and Port Facility Security Code as adopted by the International Maritime Organisation,
as the same may be amended or supplemented from time to time;


 


“ISSC”
means a valid and current International Ship Security Certificate issued under the ISPS Code;


 


“Junior
Agreement” means the agreement dated 4 October 2016 and made between Seanergy as borrower and the Junior Lender as lender
as amended by amendment no. 1 thereto dated 17 November 2016 and as further amended and restated by an amending and restating agreement
dated the same date as this Agreement in respect of a loan of up to $12,800,000 to finance part of the Contract Price of the Ships
and for working capital purposes of the Ships;


 


“Junior
Finance Documents” means, in relation to a Borrower:


 


		(a)	the guarantee executed or to be executed by that Borrower in respect of Seanergy’s obligations
under the Junior Agreement;



 


		(b)	the second preferred Marshall Islands mortgage on the Ship owned by the Borrower executed or to
be executed by such Borrower in favour of the Junior Lender; and



 


		(c)	the second priority general assignment of the Earnings, Insurances and any Requisition Compensation
in respect of the Ship owned by that Borrower executed or to be executed by such Borrower in favour of the Junior Lender;



 



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“Junior
Lender” means Jelco Delta Holding Corp., a corporation organised under the laws of the Republic of the Marshall Islands
having its registered office at Ajeltake Road, Ajeltake Island, Majuro MH96960, the Marshall Islands;


 


“Lender”
means, subject to Clause 26.6, an entity listed in Schedule 1 and acting through its office indicated in Schedule 1 (or through
another office notified to the Agent under Clause 26.15) or its transferee, successor or assign;


 


“Loan”
means the principal amount from time to time outstanding under this Agreement;


 


“Major
Casualty” means, in relation to a Ship, any casualty to that Ship in respect of which the claim or the aggregate
of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $500,000 or the equivalent
in any other currency;


 


“Market
Value” means, in relation to each Ship, the market value thereof determined in accordance with Clause 15.3;


 


“Minimum Liquidity Amount”
has the meaning given to that term in Clause 18.3;


 


“MOA”
means, in respect of:


 


		(a)	Ship A, the Memorandum of Agreement dated 26 September 2016, as amended by addendum no. 1 thereto
dated 6 October 2016 and addendum no. 2 thereto dated 15 November 2016, entered into between E.S.V.M. as seller and Borrower A
as buyer in respect of the sale and purchase of that Ship; and



 


		(b)	Ship B, the Memorandum of Agreement dated 26 September 2016, as amended by addendum no. 1 thereto
dated 6 October 2016 and addendum no. 2 thereto dated 16 November 2016, entered into between E.A.D.M. as seller and Borrower B
as buyer in respect of the sale  and purchase of that Ship,



 


		 	and, in the plural,
means both of them;




 


“Mortgage”
means, in relation to each Ship, the first preferred or, as the case may be, priority ship mortgage on that Ship and, if required
pursuant to the laws of the applicable Approved Flag State, a deed of covenant collateral thereto executed or, as the context may
require to be executed by the Borrower which is to be the owner thereof in favour of the Security Trustee in the Agreed Form and,
in the plural, means both of them;


 


“Mortgaged
Ship” means a Ship which is subject to a Mortgage at the relevant time and, in the plural, means all of them;


 


“Notifying
Lender” has the meaning given in Clause 21.2, 23.1 or Clause 24.1 as the context requires;


 


“PATRIOT
Act” means the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Improvement and Reauthorization Act of 2005 (H.R. 3199);


 


“Payment
Currency” has the meaning given in Clause 21.6;


 


“Permitted
Security Interests” means:


 


		(a)	Security Interests created by the Finance Documents;



 


		(b)	Security Interests created by or pursuant to the Junior Finance Documents;



 


		(c)	liens for unpaid master’s and crew’s wages in accordance with usual maritime practice;



 



    	8



    	 



    




		(d)	liens for salvage;



 


		(e)	liens arising by operation of law for not more than 2 months’ prepaid hire under any charter in
relation to a Ship not prohibited by this Agreement;



 


		(f)	liens for master’s disbursements incurred in the ordinary course of trading and any other lien
arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship, provided such
liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the relevant Borrower in
good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 14.13(e);



 


		(g)	any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration
as security for costs and expenses where a Borrower is actively prosecuting or defending such proceedings or arbitration in good
faith; and



 


		(h)	Security Interests arising by operation of law in respect of taxes which are not overdue for payment
or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been
made;



 


“Pertinent
Document” means:


 


		(a)	any Finance Document;



 


		(b)	any policy or contract of insurance contemplated by or referred to in Clause 13 or any other provision
of this Agreement or another Finance Document;



 


		(c)	any other document contemplated by or referred to in any Finance Document; and



 


		(d)	any document which has been or is at any time sent by or to a Servicing Bank in contemplation of
or in connection with any Finance Document or any policy, contract or document falling within paragraphs (b) or (c);



 


“Pertinent
Jurisdiction”, in relation to a company, means:


 


		(a)	England and Wales;



 


		(b)	the country under the laws of which the company is incorporated or formed;



 


		(c)	a country in which the company has the centre of its main interests or which the company’s
central management and control is or has recently been exercised;



 


		(d)	a country in which the overall net income of the company is subject to corporation tax, income
tax or any similar tax;



 


		(e)	a country in which assets of the company (other than securities issued by, or loans to, related
companies) having a substantial value are situated, in which the company maintains a branch or permanent place of business, or
in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and



 


		(f)	a country the courts of which have jurisdiction to make a winding up, administration or similar
order in relation to the company, whether as a main or territorial or ancillary proceedings, or which would have such jurisdiction
if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c);



 



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“Pertinent
Matter” means:


 


		(g)	any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document;
or



 


		(h)	any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph
(a),



 


and covers
any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this Agreement
or on or at any time after that signing;


 


“Potential
Event of Default” means an event or circumstance which, with the giving of any notice, the lapse of time, a determination
of the Lenders and/or the satisfaction of any other condition, would constitute an Event of Default;


 


“Prohibited
Person” means any person (whether designated by name
or by reason of being included in a class of persons) against whom Sanctions are directed.


 


“Relevant
Person” has the meaning given in Clause 19.9;


 


“Repayment
Date” means a date on which a repayment is required to be made under Clause 8 and Schedule 5;


 


“Requisition
Compensation”  includes all compensation or other moneys payable by reason of any act or event such as is referred
to in paragraph (b) of the definition of “Total Loss”;


 


“Sanctions”
means any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment,
exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):


 


		(a)	imposed by law or regulation of the United Kingdom, the Council of the European Union, the United
Nations or its Security Council or the United States of America regardless of whether the same is or is not binding on the Borrower
or any Security Party; or



 


		(b)	otherwise imposed by any law or regulation binding on the Borrower or a Security Party or to which
the Borrower or a Security Party is subject (which shall include without limitation, any extra-territorial sanctions imposed by
law or regulation of the United States of America),



 


Provided
that, such sanctions, embargoes, freezing provisions, prohibitions or other restrictions shall be applicable only to the extent
they are not in conflict with the laws of the United States of America;


 


“Scheduled
Outstanding Amount” means any of the amounts listed in the second column of Schedule 6 as applicable;


 


“Seanergy”
means Seanergy Maritime Holdings Corp., a corporation incorporated in the Republic of the Marshall Islands, whose registered office
is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960;


 


“Secured
Liabilities” means all liabilities which the Borrowers, the Security Parties or any of them have, at the date
of this Agreement or at any later time or times, under or in connection with any Finance Document or any judgment relating to any
Finance Document; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation
of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under
the insolvency laws of any country;


 



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“Security
Cover Ratio” means, at any relevant time, the aggregate of the items referred to in paragraphs (a) – (d)
(inclusive) of Clause 15.1 expressed as a percentage of the Loan;


 


“Security
Interest” means:


 


		(a)	a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other
security interest of any kind;



 


		(b)	the rights of a plaintiff under an action in rem in which the vessel concerned has been arrested
or a writ has been issued or similar step taken; and



 


		(c)	any arrangement entered into by a person (A) the effect of which is to place another person (B)
in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over
an asset of A; but paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms
of business of a bank or financial institution;



 


“Security
Party” means the Shareholder and any other person (except a Creditor Party, the Approved Managers which are not
members of Seanergy’s group, the Junior Lender and Seanergy) who, as a surety or mortgagor, as a party to any subordination
or priorities arrangement or in any similar capacity, executes a document falling within the final paragraph of the definition
of “Finance Documents” and, in the plural, means all of them;


 


“Security
Period” means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies
the Borrowers, the Security Parties and the other Creditor Parties that:


 


		(a)	all amounts which have become due for payment by a Borrower or any Security Party under the Finance
Documents have been paid;



 


		(b)	no amount is owing or has accrued (without yet having become due for payment) under any Finance
Document;



 


		(c)	no Borrower nor any Security Party has any future or contingent liability under Clauses 20, 21
or 22 or any other provision of this Agreement or another Finance Document; and



 


		(d)	the Agent, the Security Trustee and the Lenders do not consider that there is a significant risk
that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present
or possible future bankruptcy of a Borrower or a Security Party or in any present or possible future proceeding relating to a Finance
Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document;



 


“Security
Trustee” means Northern Shipping Fund III LP, a limited partnership formed in Delaware, United States of
America, acting through its office at One Stamford Landing, Suite 212, 62 Southfield Avenue, Stamford, CT 06902, U.S.A., or any
successor of it appointed under clause 5 of the Agency and Trust Agreement;


 


“Seller”
means:


 


		(a)	in respect
of Ship A, E.S.V.M.; and


 

		(b)	in respect
of Ship B, E.A.D.M.,



 


and, in
the plural, means both of them;


 


“Servicing
Bank” means the Agent or the Security Trustee;


 



    	11



    	 



    




“Shareholder”
means Emperor Holding Ltd., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro MH96960, the Republic of the Marshall Islands;


 


“Shares
Pledge” means, in relation to a Borrower, a deed creating security over the share capital of that Borrower in the Agreed
Form and, in the plural, means both of them;


 


“Ship”
means each of Ship A and Ship B and, in the plural, means both of them;


 


“Ship
A” means the Capesize bulk carrier vessel “E.R. BAVARIA” of approximately 178,838 metric tons deadweight,
built at Hyundai Heavy Industries Co., Ltd. of South Korea and delivered in 2010, with IMO Number 9519066, registered in the name
of E.S.V.M. under the Liberian flag and dually registered under the German flag, which is to be purchased by Borrower B and registered
under an Approved Flag in accordance with the laws of the Approved Flag State with the name “LORDSHIP”;


 


“Ship
B” means the Capesize Bulk carrier vessel “E.R. BAYERN” of approximately 178,978 metric tons deadweight, built
at Hyundai Heavy Industries Co., Ltd. of South Korea and delivered in 2010, with IMO Number 9507893, registered in the name of
E.A.D.M. under the Luxembourg flag and dually registered under the German flag, which is to be purchased by Borrower A and registered
under its name under an Approved Flag in accordance with the laws of the relevant Approved Flag State with the name “KNIGHTSHIP”;


 


“SMC”
means a safety management certificate issued in respect of the Ship in accordance with Rule 13 of the ISM Code;


 


“Subordination
Undertaking” means an undertaking executed or to be executed by Seanergy in favour of the Agent subordinating
any rights it may have against either Owner (whether pursuant to the Junior Agreement or otherwise) to the rights of the Lenders
under this Agreement and the other Finance Documents in the Agreed Form;


 


“Termination
Date” means:


 


		(a)	unless earlier terminated or cancelled in whole in accordance with the provisions of this Agreement,
the date falling on the third anniversary of the final Drawdown Date;



 


		(b)	in the event that the facility has been extended pursuant to Clause 8.12:



 


		(i)	in the case of the first renewal the date falling on the fourth anniversary of the final Drawdown
Date provided that the facility is not terminated or cancelled in whole in accordance with the provisions of this Agreement prior
to this date; and



 


		(ii)	in the case of the second renewal the date falling on the fifth anniversary of the final Drawdown
Date provided that the facility is not terminated or cancelled in whole in accordance with the provisions of this Agreement prior
to this date;



 


“Total
Loss” means, in relation to a Ship:


 


		(a)	actual,
constructive, compromised, agreed or arranged total loss of that Ship;



 


		(b)	any expropriation, confiscation, requisition or acquisition of that Ship, whether for full or part
consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected
by any government or official authority or by any person or persons claiming to be or to represent a government or official authority
(excluding a requisition for hire for a fixed period not exceeding 1 year without any right to an extension) unless it is within
2 months from the date of such occurrence redelivered to the full control of the Borrower owning that Ship;



 



    	12



    	 



    




		(c)	any condemnation of that Ship by any tribunal or by any person or person claiming to be a tribunal;
and



 


		(d)	any arrest, capture, seizure, confiscation or detention of that Ship (including any hijacking or
theft) unless it is within 2 months redelivered to the full control of the Borrower owning that Ship;



 


“Total
Loss Date” means, in relation to a Ship:


 


		(a)	in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown,
the date when that Ship was last heard of;



 


		(b)	in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earliest
of:



 


		(i)	the date on which a notice of abandonment is given to the insurers; and



 


		(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the Borrower owning
that Ship with that Ship’s insurers in which the insurers agree to treat that Ship as a total loss; and



 


		(c)	in the case of any other type of total loss, on the date (or the most likely date) on which it
reasonably appears to the Agent that the event constituting the total loss occurred;



 


“Transfer
Certificate” has the meaning given in Clause 26.2;


 


“Trust
Property” has the meaning given in clause 3.1 of the Agency and Trust Agreement; and


 


“V.Ships”
means V.Ships Limited, a corporation incorporated and existing under the laws of Cyprus whose registered office is at Zenas Gunther,
16-18, Agia Triada, 3035 Limassol, Cyprus;


 


		1.2	Construction of certain terms



 


In this Agreement:


 


“administration
notice” means a notice appointing an administrator, a notice of intended appointment and any other notice which is required
by law (generally or in the case concerned) to be filed with the court or given to a person prior to, or in connection with, the
appointment of an administrator;


 


“approved”
means, for the purposes of Clause 13, approved in writing by the Agent at its discretion;


 


“asset” includes
every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;


 


“company” includes
any corporation, partnership, joint venture and unincorporated association;


 


“consent” includes
an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation;


 



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“contingent
liability” means a liability which is not certain to arise and/or the amount of which remains unascertained;


 


“document” includes
a deed; also a letter or fax;


 


“excess
risks” means, in relation to a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable
under the hull and machinery policies in respect of that Ship in consequence of its insured value being less than the value at
which that Ship is assessed for the purpose of such claims;


 


“expense”
means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other
tax;


 


“law” includes
any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution
of the Council of the European Union, the European Commission, the United Nations or its Security Council;


 


“legal
or administrative action” means any legal proceeding or arbitration and any administrative or regulatory action or investigation;


 


“liability”
includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or
otherwise;


 


“months” shall
be construed in accordance with Clause 1.3;


 


“obligatory
insurances” means, in relation to a Ship, all insurances effected, or which the Borrower owning that Ship is obliged to
effect, under Clause 13 or any other provision of this Agreement or another Finance Document;


 


“parent
company” has the meaning given in Clause 1.4;


 


“person” includes
any individual, any partnership, any company; any state, political sub-division of a state and local or municipal authority; and
any international organisation;


 


“policy” in
relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance
or its terms;


 


“protection
and indemnity risks” means the usual risks covered by a protection and indemnity association, including pollution risks
and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under
the hull and machinery policies.


 


“regulation”
includes any regulation, rule, official directive, request or guideline (either having the force of law or compliance with which
is customary in the ordinary course of business of the party concerned) of any governmental body, intergovernmental or supranational
body, agency (monetary or otherwise), department, central bank, regulatory, self-regulatory or other authority or organisation;


 


“subsidiary”
has the meaning given in Clause 1.4;


 


“successor”
includes any person who is entitled (by assignment, novation, merger or otherwise) to any person’s rights under this Agreement
or any other Finance Document (or any interest in those rights) or who, as administrator, liquidator or otherwise, is entitled
to exercise those rights; and in particular references to a successor include a person to whom those rights (or any interest in
those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation of it or any other
person;


 


“tax” includes
any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of
a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected
penalty, interest or fine; and


 



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“war risks”
includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24
of the Institute Time Clauses (Hulls)(1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83).


 


		1.3	Meaning of “month”



 


A period of one or more “months”
ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started
(“the numerically corresponding day”), but:


 


		(a)	on the Business Day following the numerically corresponding day if the numerically corresponding
day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically
corresponding day; or



 


		(b)	on the last Business Day in the relevant calendar month, if the period started on the last Business
Day in a calendar month or if the last calendar month of the period has no numerically corresponding day,



 


and “month”
and “monthly” shall be construed accordingly.


 


		1.4	Meaning of “subsidiary”



 


A company (S) is a subsidiary
of another company (P) if:


 


		(a)	a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited
rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or



 


		(b)	P has direct or indirect control over a majority of the voting rights attaching to the issued shares
of S; or



 


		(c)	P has the direct or indirect power to appoint or remove a majority of the directors of S; or



 


		(d)	P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance
with the wishes of P,



 


and any company of which S is
a subsidiary is a parent company of S.


 


		1.5	General Interpretation



 


In this Agreement:


 


		(e)	references to, or to a provision of, a Finance Document or any other document are references to
it as amended or supplemented, whether before the date of this Agreement or otherwise;



 


		(f)	references to, or to a provision of, any law include any amendment, extension, re-enactment or
replacement, whether made before the date of this Agreement or otherwise;



 


		(g)	words denoting the singular number shall include the plural and vice versa; and



 


		(h)	Clauses 1.1 to 1.5 apply unless the contrary intention appears.



 



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		1.6	Headings



 


In interpreting a Finance Document
or any provision of a Finance Document, all clause, sub-clause and other headings in that and any other Finance Document shall
be entirely disregarded.


 


		2	Facility



 


		2.1	Amount of facility



 


Subject to the other provisions
of this Agreement, the Lenders shall make available to the Borrowers a senior secured term loan facility of up to $32,000,000 in
two Advances (Advance A to be drawn down in two tranches).


 


		2.2	Lenders’ participations in Advances



 


Subject to the other provisions
of this Agreement, each Lender shall participate in each Advance in the proportion which, as at the relevant Drawdown Date, its
Commitment bears to the Total Commitments.


 


		2.3	Purpose of Advance



 


The Borrowers undertake with
each Creditor Party to use each Advance only for the purpose stated in the preamble to this Agreement.


 


		3	Position of the Lenders



 


		3.1	Interests several



 


The rights of the Lenders under
this Agreement are several.


 


		3.2	Individual right of action



 


Each Lender shall be entitled
to sue for any amount which has become due and payable by the Borrowers to it under this Agreement without joining the Agent, the
Security Trustee, any other Lender as additional parties in the proceedings.


 


		3.3	Proceedings requiring Lender consent



 


Except as provided in Clause
3.2, neither Lender may commence proceedings against the Borrowers or any Security Party in connection with a Finance Document
without the prior consent of all the Lenders.


 


		3.4	Obligations several



 


The obligations of the Lenders
under this Agreement are several; and a failure of a Lender to perform its obligations under this Agreement shall not result in:


 


		(a)	the obligations of the other Lenders being increased; nor



 


		(b)	a Borrower, any Security Party, any other Lender being discharged (in whole or in part) from its
obligations under any Finance Document,



 


and in no circumstances shall
a Lender have any responsibility for a failure of another Lender to perform its obligations under this Agreement.


 



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		4	Drawdown



 


		4.1	Request for an Advance



 


Subject to the following conditions,
the Borrowers may request an Advance to be borrowed by ensuring that the Agent receives a completed Drawdown Notice not later than
11.00 a.m. (New York time) 15 Business Days prior to the relevant Drawdown Date (or such shorter period as the Lenders may agree).


 


		4.2	Availability



 


The conditions referred to in
Clause 4.1 are that:


 


		(a)	a Drawdown Date has to be a Business Day during the Availability Period;



 


		(b)	the amount of Advance A Tranche A shall be $7,500,000 and shall be used for the purpose of financing
part of the Contract Price of Ship A on the Delivery Date of Ship A;



 


		(c)	the amount of Advance A Tranche B shall be in an amount which, when aggregated with the amount
of Advance A (being $7,500,000), equals the lesser of (i) $16,000,000 and (ii) an amount equal to 77 per cent. of the Initial Market
Value of Ship A and shall be used for the purpose of refinancing part of the amount already paid by Borrower A for the acquisition
of Ship A;



 


		(d)	the amount of Advance B shall be the lesser of (i) $16,000,000 and (ii) an amount equal to 77 per
cent. of the Initial Market Value of the Ship and shall be used for the purpose of assisting Borrower B in financing the Contract
Price of Ship B on the Delivery Date;



 


		(e)	Advance A Tranche B and Advance B shall be drawn down together on the same Drawdown Date;



 


		(f)	any undrawn portion of the Total Commitments in respect of an Advance to occur, shall be automatically
cancelled on the earlier of (i) the relevant Drawdown Date and (ii) 30 December 2016; and



 


		(g)	the aggregate amount of the Advances shall not exceed the lesser of (i) the Total Commitments and
(ii) 77 per cent. of the aggregate Initial Market Value of the Ships.



 


		4.3	Notification to Lenders of receipt of a Drawdown Notice



 


The Agent shall promptly notify
the Lenders that it has received a Drawdown Notice and shall inform each Lender of:


 


		(a)	the amount of the Advance to which that Drawdown Notice relates and the relevant Drawdown Date;
and



 


		(b)	the amount of that Lender’s participation in that Advance.



 


		4.4	Drawdown Notice irrevocable



 


Each Drawdown Notice must be
duly signed by a director or officer or authorised signatory of each Borrower; and once served, it cannot be revoked without the
prior consent of the Agent, acting on the authority of the Lenders.


 


		4.5	Lenders to make available Contributions



 


Subject to the provisions of
this Agreement, each Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the
Borrowers the amount due from that Lender on that Drawdown Date under Clause 2.2.


 



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		4.6	Disbursement of Advance



 


Subject to the provisions of
this Agreement, the Agent shall on each Drawdown Date pay to the Borrowers the amounts which the Agent receives from the Lenders
under Clause 4.5; and that payment to the Borrowers shall be made:


 


		(a)	to the account which the Borrowers specify in the relevant Drawdown Notice; and



 


		(b)	in the like funds as the Agent received the payments from the Lenders.



 


		4.7	Disbursement of Advance to third party



 


The payment by the Agent under
Clause 4.6 shall constitute the making of the Advance and the Borrowers shall at that time become indebted, as principal and direct
obligors, to each Lender in an amount equal to that Lender’s Contribution.


 


		5	Interest



 


		5.1	Payment of normal interest



 


Subject to the provisions of
this Agreement, the rate of interest on the Loan shall be 11 per cent. per annum.


 


		5.2	Payment of accrued interest



 


Interest on the unpaid principal
balance of each Advance shall accrue in the case of Advance A Tranche A from the first Drawdown Date and in the case of the Advance
A Tranche B and Advance B from the second Drawdown Date and shall be due and payable quarterly in arrears commencing 3 months from
the second Drawdown Date and quarterly thereafter until the Loan and all interest on and principal of the Loan shall have been
paid in full.


 


		6	Intentionally omitted



 


		7	Default Interest



 


		7.1	Payment of default interest on overdue amounts



 


The Borrowers shall pay interest
in accordance with the following provisions of this Clause 7 on any amount payable by the Borrowers under any Finance Document
which the Agent, the Security Trustee or the other designated payee does not receive on or before the relevant date, that is:


 


		(a)	the date on which the Finance Documents provide that such amount is due for payment; or



 


		(b)	if a Finance Document provides that such amount is payable on demand, the date on which the demand
is served; or



 


		(c)	if such amount has become immediately due and payable under Clause 19.4, the date on which it became
immediately due and payable.



 


		7.2	Default rate of interest



 


Interest shall accrue on an overdue
amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate of
2.50 per cent. per annum (for the avoidance of doubt, such rate being above the rate of interest referred to in Clause 5.1).


 



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		7.3	Payment of accrued default interest



 


Subject to the other provisions
of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was
determined; and the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due.


 


		7.4	Compounding of default interest



 


Any such interest which is
not paid at the end of the period by reference to which it was determined shall thereupon be compounded.


 


		8	Repayment and Prepayment



 


		8.1	Amount of repayment instalments



 


The Borrower shall repay each
Advance in such amounts as specified in Schedule 5 (depending on whether the extension options pursuant to Clause 8.12 have been
exercised),


 


Provided that if the amount
of an Advance drawn down hereunder is less than $16,000,000, the repayment instalments of such Advance specified in Schedule 5
shall be reduced by an amount in aggregate equal to the undrawn amount.


 


		8.2	Repayment Dates



 


The Borrower shall repay each
repayment instalment in respect of each Advance on the dates specified in Schedule 5 (depending on whether the extension options
pursuant to Clause 8.12 have been exercised).


 


		8.3	Final Repayment Date



 


On the Termination Date the
Borrowers shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under
any Finance Document (including, without limitation, the back-end interest referred to in Clause 20.1(b) and specified in Schedule
6).


 


		8.4	Voluntary prepayment



 


Subject to the following conditions,
the Borrowers may prepay the whole or any part of an Advance or the Loan at any time.


 


		8.5	Conditions for voluntary prepayment



 


The conditions referred to in
Clause 8.4 are that:


 


		(a)	a partial prepayment in respect of the Loan shall be in an amount equal to $500,000 or a multiple
thereof;



 


		(b)	the Agent has received from the Borrowers at least 10 Business Days’ prior written notice
specifying the amount to be prepaid and the date on which the prepayment is to be made;



 


		(c)	the Borrowers have provided evidence satisfactory to the Agent that any consent required by the
Borrowers or any Security Party in connection with the prepayment has been obtained and remains in force, and that any requirement
relevant to this Agreement which affects the Borrowers or any Security Party has been complied with; and



 


		(d)	the Borrowers have paid any prepayment interest fee referred to in Clause 20.1(d) (if applicable);



 



    	19



    	 



    




		8.6	Effect of notice of prepayment



 


A prepayment notice may not
be withdrawn or amended without the consent of the Agent, given with the authorisation of the Lenders, and the amount specified
in the prepayment notice shall become due and payable by the Borrowers on the date for prepayment specified in the prepayment notice.


 


		8.7	Notification of notice of prepayment



 


The Agent shall notify the
Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document
delivered by the Borrowers under Clause 8.5(c).


 


		8.8	Mandatory prepayment



 


The Borrowers shall be obliged
to prepay the Relevant Amount:


 


		(a)	if a Ship is sold on or before the date on which the sale is completed by delivery of the Ship
to the buyer;



 


		(b)	if a Ship becomes a Total Loss, on the earlier of the date falling 90 days after the Total Loss
Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss.



 


In this Clause 8.8:


 


“Relevant
Amount” means an amount equal to the greater of:


 


		(1)	the Advance relating to that Ship; and



 


		(2)	an amount which after the application of the prepayment to be made pursuant to Clause 8.10(b) results
in the Security Cover Ratio being 112.5 per cent..



 


		8.9	Amounts payable on prepayment



 


A prepayment
shall be made together with accrued interest (and any other amount payable under Clauses 20 or 21 or otherwise) but without any
premium or penalty (other than any specified in Clause 20) .


 


		8.10	Application of partial prepayment



 


Each partial prepayment shall
be applied:


 


		(a)	if made pursuant to Clause 8.4, pro rata against the outstanding repayment instalments of that
Advance or, if an Advance is not selected, pro rata against the outstanding repayment instalments of each Advance;



 


		(b)	if made pursuant to Clause 8.8, first against the Advance used to finance, or as the case may be,
re- finance the Ship which has been sold or become a Total Loss and any balance against the other Advance pro rata against the
outstanding repayment instalments of that Advance; and



 


		(c)	if made pursuant to Clause 15.2 pro rata against the outstanding repayment instalments of each
Advance.



 


		8.11	No reborrowing



 


No
amount prepaid or repaid may be reborrowed.


 



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		8.12	Extension of facility



 


		(a)	The Borrowers may request to the Agent in writing that the facility provided pursuant to this Agreement
is extended with effect on, and for a period of 1 year from, the then existing Termination Date Provided that the facility
may only be extended twice so that the Termination Date shall never extend beyond the date falling on the fifth anniversary of
the final Drawdown Date. The Borrowers’ request in respect of any such extension shall be irrevocable and shall be made in
writing no later than 1 month prior to the then existing Termination Date. The Agent shall confirm in writing no later than 15
Business Days prior to the then existing Termination Date whether the conditions regarding the extension of the facility referred
to in paragraph (b) below have been satisfied. Following the Lender’s confirmation from the Lender regarding the conditions
referred to in paragraph (b) below, the facility shall on the then existing Termination Date be extended for a further year and
the Termination Date shall thereupon become the date falling 1 year after such date;



 


		(b)	The conditions referred to in paragraph (a) above are that any such extension shall be subject
to:



 


		(i)	no Event of Default having occurred;



 


		(ii)	the Security Cover Ratio being at least 135 per cent.; and



 


		(iii)	the Borrowers having complied with their payment obligation under Clause 20.1(c) at the time of
service of the written notice to the Agent requesting the extension.



 


		9	Conditions Precedent



 


		9.1	Documents, fees and no default



 


Each Lender’s obligation
to contribute to an Advance is subject to the following conditions precedent:


 


		(a)	that, on or before the date of this Agreement, the Agent receives:



 


		(i)	the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent
and its lawyers;



 


		(ii)	payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the date of
this Agreement;



 


		(b)	that, on or before a Drawdown Date, the Agent receives:



 


		(i)	the documents described in Part B of Schedule 3 in form and substance satisfactory to the Agent
and its lawyers;



 


		(ii)	in the case of the second Drawdown Date only, payment of that part of the origination fee and prepaid
interest which is due and payable on that Drawdown Date pursuant to Clause 20.1(a)(ii);



 


		(iii)	payment of any expenses payable pursuant to Clause 20.2 which are due and payable on that Drawdown
Date; and



 


		(c)	that both at the date of each Drawdown Notice and at each Drawdown Date:



 


		(i)	no Event of Default or Potential Event of Default has occurred or would result from the borrowing
of the relevant Advance;



 


		(ii)	the representations and warranties in Clause 10 and those of either Borrower and any Security Party
which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference
to the circumstances then existing; and



 



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		(iii)	there is no event or series of events which, in the opinion of the Lenders, is likely to have a
material adverse effect on:



 


		(A)	the business, property, assets, liabilities, operations or condition (financial or otherwise) of
a Borrower;



 


		(B)	the ability of a Borrower to (i) comply with or perform any of its obligations or (ii) discharge
any of its liabilities, under any Finance Document as they fall due; or



 


		(C)	the validity, legality or enforceability of any Finance Document;



 


		9.2	Waiver of conditions precedent



 


If the Lenders, at their discretion,
permit an Advance to be borrowed before certain of the conditions referred to in Clause 9.1 are satisfied, the Borrowers shall
ensure that those conditions are satisfied within 5 Business Days after the relevant Drawdown Date (or such longer period as the
Agent may, with the authorisation of the Lenders, specify).


 


		10	Representations and Warranties



 


		10.1	General



 


Each Borrower represents and
warrants (which representations and warranties shall survive the execution of this Agreement and shall be deemed repeated on each
Drawdown Date and throughout the Security Period with respect to the facts and circumstances then existing) to each Creditor Party
as follows.


 


		10.2	Status



 


Each Borrower is duly incorporated,
validly existing and in good standing under the laws of the Republic of Liberia.


 


		10.3	Share capital and ownership



 


Each Borrower has an authorised
share capital of 500 registered and/or bearer shares, each fully paid and of no par value, and the direct legal title and beneficial
ownership of all those shares is held, free of any Security Interest or other claim, by the Shareholder.


 


		10.4	Corporate power



 


Each Borrower has the corporate
capacity, and has taken all corporate action and obtained all consents necessary for it:


 


		(a)	to execute the MOA to which it is a party, to purchase and pay for the relevant Ship under the
MOA and register the relevant Ship in its name under an Approved Flag;



 


		(b)	to execute the Finance Documents which that Borrower is a party; and



 


		(c)	to borrow under this Agreement and to make all the payments contemplated by, and to comply with,
those Finance Documents to which it is a party.



 



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		10.5	Consents in force



 


All the consents referred to
in Clause 10.4 remain in force and nothing has occurred which makes any of them liable to revocation.


 


		10.6	Legal validity; effective Security Interests



 


The Finance Documents to which
each Borrower is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration
as provided for in the Finance Documents):


 


		(a)	constitute that Borrower’s legal, valid and binding obligations enforceable against that
Borrower in accordance with their respective terms; and



 


		(b)	create legal, valid and binding Security Interests enforceable in accordance with their respective
terms over all the assets to which they, by their terms, relate,



 


subject to any relevant insolvency
laws affecting creditors’ rights generally.


 


		10.7	No third party Security Interests



 


Without limiting the generality
of Clause 10.6, at the time of the execution and delivery of each Finance Document to which a Borrower is a party:


 


		(a)	each Borrower which is a party to that Finance Document will have the right to create all the Security
Interests which that Finance Document purports to create; and



 


		(b)	no third party will have any Security Interest (except for Permitted Security Interests) or any
other interest, right or claim over, in or in relation to any asset of the Borrower to which any such Security Interest, by its
terms, relates.



 


		10.8	No conflicts



 


The execution by each Borrower
and each Security Party of each Finance Document and each MOA to which it is a party, and the borrowing by that Borrower (together
with the other Borrower) of the Loan, and its compliance with each Finance Document and each MOA to which it is a party will not
involve or lead to a contravention of:


 


		(a)	any law or regulation of any Pertinent Jurisdiction or, to its knowledge, of any other jurisdiction;
or



 


		(b)	the constitutional documents of that Borrower; or



 


		(c)	any contractual or other obligation or restriction which is binding on that Borrower or any of
its assets.



 


		10.9	No withholding taxes



 


All payments which each Borrower
is liable to make under the Finance Documents to which it is a party may be made without deduction or withholding for or on account
of any tax payable under any law of any Pertinent Jurisdiction.


 


		10.10	No default



 


No Event of Default or Potential
Event of Default has occurred.


 



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		10.11	Information



 


All information which has been
provided in writing by or on behalf of the Borrowers in connection with any Finance Document satisfied the requirements of Clause
11.5; all audited and unaudited accounts and financial statements which have been so provided satisfied the requirements of Clause
11.7 and are true, correct and not misleading and present fairly and accurately the financial position of the Borrowers; and there
has been no material adverse change in the financial position or state of affairs of either Borrower.


 


		10.12	No litigation



 


No legal or administrative
action involving either Borrower or any Security Party (including action relating to any alleged or actual breach of the ISM Code
or the ISPS Code) has been commenced or taken or, to a Borrower’s knowledge, is likely to be commenced or taken.


 


		10.13	Validity and completeness of MOAs



 


Each MOA constitutes valid,
binding and enforceable obligations of the parties thereto in accordance with its terms and:


 


		(a)	each of the copies of that MOA delivered to the Agent before the date of this Agreement is a true
and complete copy; and



 


		(b)	no amendments or additions to that MOA have been agreed nor has the Borrower which is the party
thereto or the charterer or the Seller (as the case may be) which is a party to that MOA, waived any of their respective rights
thereunder.



 


		10.14	Compliance with certain undertakings



 


At the date of this Agreement,
the Borrowers are in compliance with Clauses 11.2, 11.4, 11.9 and 11.13.


 


		10.15	No rebates etc.



 


There
is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever
described) to either Borrower, the Seller or a third party in connection with the purchase by each Borrower of the Ship to be owned
by it, other than as disclosed to the Agent in writing on or prior to the date of this Agreement.


 


		10.16	Taxes paid



 


Each Borrower has paid all
taxes applicable to, or imposed on or in relation to that Borrower, its business or the Ship owned by it.


 


		10.17	ISM Code and ISPS Code compliance



 


All requirements of the ISM
Code and the ISPS Code as they relate to the Borrowers, the Approved Manager and the Ships have been complied with.


 


		10.18	Sanctions



 


		(a)	Neither the Borrower nor a Security Party:



 


		(i)	is a Prohibited Person;



 


		(ii)	is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of,
a Prohibited Person;



 


		(iii)	owns or controls a Prohibited Person; or



 



    	24



    	 



    




		(iv)	has a Prohibited Person serving as a director, officer or, to the best of its knowledge, employee.



 


		(b)	No proceeds of any Advance or the Loan shall be made available, directly or indirectly, to or for
the benefit of a Prohibited Person nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited
by Sanctions.



 


		10.19	No money laundering; anti-bribery.



 


Without prejudice to the generality
of Clause 2.3, in relation to the borrowing by the Borrower of the Loan, the performance and discharge of its obligations and liabilities
under the Finance Documents, and the transactions and other arrangements
effected or contemplated by the Finance Documents to which the Borrower is a party, the Borrower confirms  (i) that it is
acting for its own account;  (ii) that the Borrower will use the proceeds of each Advance for its own benefit, under its full
responsibility and exclusively for the purposes specified in this Agreement; (iii) that no Security Party nor any of their respective
subsidiaries, directors, or officers, or, to the best of the Borrower’s knowledge, any affiliate, agent or employee thereof or
any subsidiary of the Approved Manager, has engaged in any activity or conduct which would violate any applicable anti-bribery,
anti-corruption or anti-money laundering laws or regulations in any applicable jurisdiction and the Borrower has instituted and
maintains policies and procedures designated to prevent violation of such laws regulations and rules; and (iv) that the foregoing
will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure implemented
to combat “money laundering” (as defined in Article 1 of Directive 2005/60/EC of the European Parliament and of the Council,
or comparable United States federal and state laws, including without limitation the PATRIOT Act and the United States Bank Secrecy
Act of 1970).


 


		10.20	No immunity



 


No Borrower nor any of its assets
is entitled to immunity on grounds of sovereignty or otherwise from any legal action or proceeding (including, without limitation,
suit, attachment prior to judgement, execution or other enforcement).


 


		10.21	Pari passu ranking



 


The obligations of each Borrower
under the Finance Documents to which it is a party are direct, general and unconditional obligations and rank at least pari passu
with the claims of all its other unsecured and unsubordinated creditors except for obligations mandatorily preferred by law applying
to companies generally.


 


		11	General Undertakings



 


		11.1	General



 


Each Borrower undertakes with
each Creditor Party to comply with the following provisions of this Clause 11 at all times during the Security Period except as
the Agent may, with the authorisation of the Lenders, otherwise permit.


 


		11.2	Title; negative pledge



 


Each Borrower will:


 


		(a)	hold the legal title to, and own the entire beneficial interest in that Ship, her Insurances and
Earnings, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance
Documents and the effect of assignments contained in the Finance Documents and except for Permitted Security Interests;



 


		(b)	not create or permit to arise any Security Interest (except for Permitted Security Interests) over
any other asset of the Borrower, present or future; and



 



    	25



    	 



    




		(c)	procure that any party who may have a claim against either Borrower and/or a Ship and/or any of
the Assigned Property (as such term is defined in the relevant General Assignment) fully subordinates (in a manner acceptable to
the Agent) its rights in respect of its claim against that Borrower and/or that Ship and/or any of the Assigned Property to those
of the Creditor Parties under the Finance Documents.



 


		11.3	No disposal of assets



 


No Borrower will transfer,
lease or otherwise dispose of (without the Lenders’ prior written consent):


 


		(a)	all or a substantial part of its assets, whether by one transaction or a number of transactions,
whether related or not; or



 


		(b)	any debt payable to it or any other right (present, future or contingent right) to receive a payment,
including any right to damages or compensation,



 


but paragraph (a) does not apply
to any charter of a Ship as to which Clause 14.3 applies.


 


		11.4	No other liabilities or obligations to be incurred



 


Neither Borrower will incur any
liability or obligation (including, without limitation, any Financial Indebtedness or any obligations under a guarantee) except:


 


		(a)	liabilities and obligations under the Finance Documents and the MOA to which it is or, as the case
may be, will be a party;



 


		(b)	liabilities and obligations under the Junior Finance Documents to which it is a party; and



 


		(c)	liabilities or obligations reasonably incurred in the normal course of its business of trading,
operating and chartering, maintaining and repairing the Ship owned by it (including, without limitation, any shareholder loan subject
to the relevant Borrower ensuring, on or prior to the date of the first advance of that loan, that the rights of the shareholder
(direct or indirect) which is the provider of that loan are fully subordinated to the rights of the Creditor Parties under the
Finance Documents in writing and upon such terms and conditions as shall be required by the Agent (acting on the instructions of
the Lenders).



 


		11.5	Information provided to be accurate



 


All financial and other information
which is provided in writing by or on behalf of a Borrower under or in connection with any Finance Document will be true and not
misleading and will not omit any material fact or consideration.


 


		11.6	Provision of financial statements



 


Each Borrower will send or procure
that there are sent to the Agent:


 


		(a)	as soon as possible, but in no event later than 120 days after the end of each financial year of
that Borrower, the individual audited annual financial statements of that Borrower for that financial year (commencing with the
financial statements for the financial year ending on 31 December 2017); and



 


		(b)	as soon as possible, but in no event later than 90 days after the end of each financial quarter
in each financial year of that Borrower the quarterly individual unaudited financial statements in respect of that Borrower for
that financial quarter (commencing with the financial statements for the financial quarter ending on 31 March 2017), duly certified
as to their correctness by a director of that Borrower; and



 



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		(c)	promptly after each request by the Agent, such further financial or other information in respect
of that Borrower, each Ship and the Security Parties.



 


		11.7	Form of financial statements



 


All accounts (audited and unaudited)
delivered under Clause 11.6 will:


 


		(a)	be prepared in accordance with GAAP;



 


		(b)	give a true and fair view of the state of affairs of each Borrower at the date of those accounts
and of its profit for the period to which those accounts relate; and



 


		(c)	fully disclose or provide for all significant liabilities of each Borrower.



 


		11.8	Shareholder and creditor notices



 


Each Borrower will send the
Agent, at the same time as they are despatched, copies of all communications which are despatched to that Borrower’s Shareholder
or creditors or any class of them.


 


		11.9	Consents



 


Each Borrower will maintain in
force and promptly obtain or renew, and will promptly send certified copies to the Agent of, all consents required:


 


		(a)	for that Borrower to perform its obligations under any Finance Document and/or the MOA to which
it is or, as the case may be, will be a party;



 


		(b)	for the validity or enforceability of any Finance Document and/or the MOA to which it is or, as
the case may be, will be a party; and



 


		(c)	for that Borrower to continue to own and operate the Ship owned by it,



 


and that Borrower will comply
with the terms of all such consents.


 


		11.10	Maintenance of Security Interests



 


Each Borrower will:


 


		(a)	at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates
the obligations and the Security Interests which it purports to create; and



 


		(b)	without limiting the generality of paragraph (a), at its own cost, promptly register, file, record
or enrol any Finance Document with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar
tax in all Pertinent Jurisdictions in respect of any Finance Document, give any notice or take any other step which, in the opinion
of the Lenders, is or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence
or to ensure or protect the priority of any Security Interest which it creates.



 


		11.11	Notification of litigation



 


Each Borrower will provide
the Agent with details of any legal or administrative action involving that Borrower, the Ship owned by it, the Earnings or the
Insurances in respect of that Ship, any Security Party, the Approved Manager, as soon as such action is instituted or it becomes
apparent to that Borrower that it is likely to be instituted.


 



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		11.12	No amendment to any MOA



 


No Borrower will agree to any
amendment or supplement to, or waive or fail to enforce, the MOA to which it is a party or any of its provisions, without Lenders’
consent, such consent not to be unreasonably withheld.


 


		11.13	Principal place of business



 


Each Borrower will maintain
its place of business, and keep its corporate documents and records, at the address stated in Clause 28.2(a); and no Borrower will
establish, or do anything as a result of which it would be deemed to have, a place of business in the United States of America
and/or the United Kingdom.


 


		11.14	Confirmation of no default



 


Each Borrower will, within
2 Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by 2 directors of
that Borrower and which:


 


		(a)	states that no Event of Default has occurred; or



 


		(b)	states that no Event of Default has occurred, except for a specified event or matter, of which
all material details are given.



 


		11.15	Notification of default



 


Each Borrower will notify the
Agent as soon as that Borrower becomes aware of the occurrence of an Event of Default and will keep the Agent fully up-to-date
with all developments.


 


		11.16	Provision of further information



 


Each Borrower will, as soon as
practicable after receiving the request ( and, in the case of paragraph (b) such request to be made only following the occurrence
of an Event of Default or Potential Event of Default) provide the Agent with any additional financial or other information relating:


 


		(a)	to the Shareholder, that Borrower, its Ship, the Earnings or the Insurances; or



 


		(b)	Seanergy; or



 


		(c)	to any other matter relevant to, or to any provision of, a Finance Document,



 


which may be requested by the
Agent, the Security Trustee or any Lender at any time.


 


		11.17	Provision of copies and translation of documents



 


Each Borrower will supply the
Agent with a sufficient number of copies of the documents referred to above to provide 1 copy for each Creditor Party; and if the
Agent so requires in respect of any of those documents, the Borrowers will provide a certified English translation prepared by
a translator approved by the Agent.


 


		11.18	“Know your customer” checks



 


If:


 


		(a)	the introduction of or any change in (or in the interpretation, administration or application of)
any law or regulation made after the date of this Agreement;



 



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		(b)	any change in the status of either Borrower or any Security Party after the date of this Agreement;
or



 


		(c)	a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement
to a party that is not a Lender prior to such assignment or transfer,



 


obliges the Agent or any Lender
(or, in the case of paragraph (c), any prospective new Lender) to comply with “know your customer” or similar identification
procedures in circumstances where the necessary information is not already available to it, the Borrowers shall promptly upon the
request of the Agent or the Lender concerned supply, or procure the supply of, such documentation and other evidence as is reasonably
requested by the Agent (for itself or on behalf of any Lender) or the Lender concerned (for itself or, in the case of the event
described in paragraph (c), on behalf of any prospective new Lender) in order for the Agent, the Lender concerned or, in the case
of the event described in paragraph (c), any prospective new Lender to carry out and be satisfied it has complied with all necessary
“know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions
contemplated in the Finance Documents.


 


		11.19	Sanctions



 


		(a)	Each Borrower shall ensure that no part of the proceeds of the Loan or other transactions contemplated
by this Agreement or any other Finance Document shall, directly or, to the best of its knowledge (after careful inquiry), indirectly,
be used or otherwise made available:



 


		(i)	to fund any trade, business or other activity involving any Prohibited Person;



 


		(ii)	for the direct or indirect benefit of any Prohibited Person; or



 


		(iii)	in any other manner that would reasonably be expected to result in either Borrower or a Security
Party in breach of any Sanctions (if and to the extent applicable to any of them) or becoming a Prohibited Person.



 


		(b)	No Borrower shall repay (or permit the repayment of) any Secured Liabilities from funds sourced
from a Prohibited Person or from proceeds directly or indirectly for the benefit of, or from any proceeds of any business directly
or, to the best of its knowledge (after careful inquiry), indirectly with, any Prohibited Person.



 


		11.20	Accounts



 


Each Borrower
shall within 90 days from the date of this Agreement:


 


		(a)	close any account currently held with Alpha Bank S.A. of Greece;



 


		(b)	open an Earnings Account with the Account Bank; and



 


		(c)	execute an Account Pledge in respect of that Account.



 


		12	Corporate Undertakings



 


		12.1	General



 


Each Borrower also undertakes
with each Creditor Party to comply with the following provisions of this Clause 12 at all times during the Security Period except
as the Agent may, with the authorisation of the Lenders, otherwise permit in writing.


 


		12.2	Maintenance of status



 


Each Borrower will maintain
its separate corporate existence and remain in good standing under the laws of the Republic of Liberia.


 



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		12.3	Negative undertakings



 


No Borrower will:


 


		(a)	carry on any business other than the ownership, chartering and operation of the Ship owned by it;
or



 


		(b)	pay any dividend or make any other form of distribution or effect any form of redemption, purchase
or return of share capital Provided that a Borrower may pay dividends if at the relevant time:



 


		(i)	no Event of Default or Potential Event of Default has occurred or will occur as a result of such
payment; and



 


		(ii)	that Borrower maintains (prior to, and after, such payment) a credit balance in its Earnings Account
which, when aggregated with the Minimum Liquidity Amount maintained by that Borrower in accordance with Clause 18.3, is not less
than $1,000,000;



 


		(c)	provide any form of credit or financial assistance to:



 


		(i)	a person who is directly or indirectly interested in the Borrower’s share or loan capital; or



 


		(ii)	any company in or with which such a person is directly or indirectly interested or connected,



 


or enter into any transaction with
or involving such a person or company on terms which are, in any respect, less favourable to the Borrower than those which it could
obtain in a bargain made at arms’ length;


 


		(d)	open or maintain any account with any bank or financial institution except (i) the Earnings Account
and the Drydocking Reserve Account with the Account Bank, (ii) accounts with the Agent and the Security Trustee for the purposes
of the Finance Documents and (iii) any account already disclosed to, and accepted by, the Lenders;



 


		(e)	issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its
issued share capital;



 


		(f)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit
issued by major North American or European banks, or enter into any transaction in a derivative;



 


		(g)	enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation;
or



 


		(h)	incur any Financial Indebtedness, other than in the ordinary course of owning and operating the
Ship or as otherwise contemplated pursuant to this Agreement, the other Finance Documents and the Junior Finance Documents.



 


		13	Insurance



 


		13.1	General



 


Each Borrower also undertakes
with each Creditor Party to comply with the following provisions of this Clause 13 at all times during the Security Period except
as the Agent may, with the authorisation of the Lenders, otherwise permit.


 



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		13.2	Maintenance of obligatory insurances



 


Each Borrower shall keep the
Ship owned by it insured at the expense of that Borrower against:


 


		(a)	fire and usual marine risks (including hull and machinery and excess risks);



 


		(b)	war risks;



 


		(c)	protection and indemnity risks; and



 


		(d)	any other risks against which the Security Trustee considers (acting on the instructions of the
Lenders), having regard to practices and other circumstances prevailing at the relevant time, it would, in the opinion of the Security
Trustee, be reasonable for the Borrower to insure and which are specified by the Security Trustee by notice to that Borrower.



 


		13.3	Terms of obligatory insurances



 


Each Borrower shall effect such
insurances:


 


		(a)	in Dollars;



 


		(b)	in the case of fire and usual marine risks and war risks, on an agreed value basis in an amount
at least the greater of (i) an amount which, when aggregated with the amount for which the other Mortgaged Ship is insured, equals
120 per cent. of the Loan and (ii) the Market Value of the Ship owned by it; and



 


		(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level
of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance
market;



 


		(d)	in relation to protection and indemnity risks in respect of the full value and tonnage of that
Ship;



 


		(e)	on approved terms; and



 


		(f)	through approved brokers and with approved insurance companies and/or underwriters or, in the case
of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.



 


		13.4	Further protections for the Creditor Parties



 


In addition to the terms set
out in Clause 13.3, each Borrower shall, and shall procure that, the obligatory insurances shall:


 


		(a)	subject always to paragraph (b), name that Borrower as the sole named assured unless the interest
of every other named assured is limited:



 


		(i)	in respect of any obligatory insurances for hull and machinery and war risks;



 


		(A)	to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable
claim on underwriters; and



 


		(B)	to any third party liability claims where cover for such claims is provided by the policy (and
then only in respect of discharge of any claims made against it); and



 


		(ii)	in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it
is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;



 



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and every other named assured
has undertaken in writing to the Security Trustee (in such form as it requires) that any deductible shall be apportioned between
that Borrower and every other named assured in proportion to the gross claims made or paid by each of them and that it shall do
all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any
moneys which at any time become payable in respect of the obligatory insurances;


 


		(b)	whenever the Security Trustee requires, name (or be amended to name) the Security Trustee as additional
named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against
the Security Trustee but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls
or other assessments in respect of such insurance;



 


		(c)	name the Security Trustee as sole loss payee with such directions for payment as the Security Trustee
may specify;



 


		(d)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the
Security Trustee shall be made without set-off, counterclaim or deductions or condition whatsoever;



 


		(e)	provide that such obligatory insurances shall be primary without right of contribution from other
insurances effected by the Security Trustee or any other Creditor Party; and



 


		(f)	provide that the Security Trustee may make proof of loss if that Borrower fails to do so.



 


		13.5	Renewal of obligatory insurances



 


Each Borrower shall:


 


		(a)	at least 15 days before the expiry of any obligatory insurance effected by it:



 


		(i)	notify the Security Trustee of the brokers (or other insurers) and any protection and indemnity
or war risks association through or with whom that Borrower proposes to renew that obligatory insurance and of the proposed terms
of renewal; and



 


		(ii)	obtain the Lenders’ approval to the matters referred to in paragraph (i);



 


		(b)	at least 10 days before the expiry of any obligatory insurance, renew that obligatory insurance
in accordance with the Lenders’ approval pursuant to paragraph (a); and



 


		(c)	procure that the approved brokers and/or the war risks and protection and indemnity associations
with which such a renewal is effected shall promptly after the renewal notify the Security Trustee in writing of the terms and
conditions of the renewal.



 


		13.6	Copies of policies; letters of undertaking



 


Each Borrower shall ensure that
all approved brokers provide the Security Trustee with pro forma copies of all cover notes and policies relating to the obligatory
insurances which they are to effect or renew and of a letter or letters of undertaking in a form required by the Security Trustee
and including undertakings by the approved brokers that:


 


		(a)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice
of assignment complying with the provisions of Clause 13.4;



 


		(b)	they will hold such policies, and the benefit of such insurances, to the order of the Security
Trustee in accordance with the said loss payable clause;



 


		(c)	they will advise the Security Trustee immediately of any material change to the terms of the obligatory
insurances;



 



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		(d)	they will notify the Security Trustee, not less than 10 days before the expiry of the obligatory
insurances, in the event of their not having received notice of renewal instructions from that Borrower or its agents and, in the
event of their receiving instructions to renew, they will promptly notify the Security Trustee of the terms of the instructions;
and



 


		(e)	they will not set off against any sum recoverable in respect of a claim relating to the Ship owned
by that Borrower under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect
of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect
of such premiums or other amounts, and they will not cancel such obligatory insurances by reason of non-payment of such premiums
or other amounts, and will arrange for a separate policy to be issued in respect of that Ship forthwith upon being so requested
by the Security Trustee.



 


		13.7	Copies of certificates of entry; letters of undertaking



 


Each Borrower shall ensure that
any protection and indemnity and/or war risks associations in which the Ship owned by that Borrower is entered provides the Security
Trustee with:


 


		(a)	a certified copy of the certificate of entry for that Ship;



 


		(b)	a letter or letters of undertaking in such form as may be required by the Security Trustee;



 


		(c)	where required to be issued under the terms of insurance/indemnity provided by that Borrower’s
protection and indemnity association, a certified copy of each United States of America voyage quarterly declaration (or other
similar document or documents) made by that Borrower in accordance with the requirements of such protections and indemnity association;
and



 


		(d)	a certified copy of each certificate of financial responsibility for pollution by oil or other
Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship.



 


		13.8	Deposit of original policies



 


Each Borrower shall ensure
that all policies relating to obligatory insurances are deposited with the approved brokers through which the insurances are effected
or renewed.


 


		13.9	Payment of premiums



 


Each Borrower shall punctually
pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts when so required
by the Security Trustee.


 


		13.10	Guarantees



 


Each Borrower shall ensure
that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force
and effect.


 


		13.11	Compliance with terms of insurances



 


Neither Borrower shall do or
omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid,
void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in
particular it shall:


 


		(a)	take all necessary action and comply with all requirements which may from time to time be applicable
to the obligatory insurances, and (without limiting the obligation contained in Clause 13.6(c)) ensure that the obligatory insurances
are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior approval;



 



    	33



    	 



    




		(b)	not make any changes relating to the classification or classification society or manager or operator
of the Ship owned by it approved by the underwriters of the obligatory insurances;



 


		(c)	make (and promptly supply copies to the Agent) of all quarterly or other voyage declarations which
may be required by the protection and indemnity risks association in which that Ship is entered to maintain cover for trading to
the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable
legislation); and



 


		(d)	not employ that Ship, nor allow it to be employed, otherwise than in conformity with the terms
and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements
(as to extra premium or otherwise) which the insurers specify.



 


		13.12	Alteration to terms of insurances



 


Neither Borrower shall make
or agree to any alteration to the terms of any obligatory insurance nor waive any right relating to any obligatory insurance.


 


		13.13	Settlement of claims



 


Each Borrower shall not settle,
compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things
necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which
at any time become payable in respect of the obligatory insurances.


 


		13.14	Provision of copies of communications



 


Each Borrower shall provide the
Security Trustee, at the time of each such communication, copies of all written communications (other than (unless specifically
required by the Security Trustee) communications of an entirely routine nature) between the relevant Borrower and:


 


		(a)	the approved brokers;



 


		(b)	the approved protection and indemnity and/or war risks associations; and



 


		(c)	the approved insurance companies and/or underwriters, which relate directly or indirectly to:



 


		(i)	that Borrower’s obligations relating to the obligatory insurances including, without limitation,
all requisite declarations and payments of additional premiums or calls; and



 


		(ii)	any credit arrangements made between that Borrower and any of the persons referred to in paragraphs
(a) or (b) relating wholly or partly to the effecting or maintenance of the obligatory insurances.



 


		13.15	Provision of information and further undertakings



 


In addition, each Borrower
shall promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee
(or any such designated person) requests for the purpose of:


 


		(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy
of the obligatory insurances effected or proposed to be effected; and/or



 



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		(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 13.17 or dealing
with or considering any matters relating to any such insurances,



 


and that Borrower shall, forthwith
upon demand, indemnify the Security Trustee in respect of all fees and other expenses incurred by or for the account of the Security
Trustee in connection with any such report as is referred to in paragraph (a).


 


		13.16	Mortgagee’s interest and additional perils insurances



 


The Security Trustee shall be
entitled from time to time to effect, maintain and renew a mortgagee’s interest additional perils insurance and a mortgagee’s interest
marine insurance in such amounts (not exceeding 110 per cent. of the Loan) , on such terms, through such insurers and generally
in such manner as the Lenders may from time to time consider appropriate and the Borrowers shall upon demand fully indemnify the
Creditor Parties in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting,
maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.


 


		13.17	Review of insurance requirements



 


The Security Trustee shall
be entitled to review the requirements of this Clause 13 from time to time in order to take account of any changes in circumstances
after the date of this Agreement which are, in the opinion of the Agent (acting on the instructions of the Lenders), significant
and capable of affecting the Borrowers, each Ship and its Insurances (including, without limitation, changes in the availability
or the cost of insurance coverage or the risks to which the Borrower owning that Ship may be subject) and the Borrowers shall upon
demand fully indemnify the Agent in respect of all fees and other expenses incurred by or for the account of the Agent in appointing
an independent marine insurance broker or adviser to conduct such review.


 


		13.18	Modification of insurance requirements



 


The Security Trustee shall notify
the Borrowers of any proposed modification under Clause 13.18 to the requirements of this Clause 13 which the Security Trustee
reasonably considers appropriate in the circumstances, and such modification shall take effect on and from the date it is notified
in writing to the Borrowers as an amendment to this Clause 13 and shall bind the Borrowers accordingly.


 


		13.19	Compliance with mortgagee’s instructions



 


The Security Trustee shall
be entitled (without prejudice to or limitation of any other rights which it may have or acquire under any Finance Document) to
require a Ship to remain at any safe port or to proceed to and remain at any safe port designated by the Security Trustee until
the Borrower owning that Ship implements any amendments to the terms of the obligatory insurances and any operational changes required
as a result of a notice served under Clause 13.19.


 


		14	Ship Covenants



 


		14.1	General



 


Each Borrower also undertakes
with each Creditor Party to comply with the following provisions of this Clause 14 at all times during the Security Period except
as the Agent, with the authorisation of the Lenders, may otherwise permit in writing ( such permission not to be unreasonably withheld
in the case of Clause 14.13(b).


 



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		14.2	Ship’s name and registration



 


Each Borrower shall keep the
Ship owned by it registered in its name under an Approved Flag; shall not do, omit to do or allow to be done anything as a result
of which such registration might be cancelled or imperilled; and shall not change the name or port of registry of that Ship.


 


		14.3	Repair and classification



 


Each Borrower shall, and shall
procure that each Approved Manager shall, keep the Ship owned by that Borrower in a good and safe condition and state of repair:


 


		(a)	consistent with first-class ship ownership and management practice;



 


		(b)	so as to maintain the highest class free of overdue recommendations and conditions, with a classification
society which is a member of IACS and acceptable to the Agent; and



 


		(c)	so as to comply with all laws and regulations applicable to vessels registered at ports in the
Approved Flag State or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not
limited to the ISM Code and the ISPS Code.



 


		14.4	Classification society undertaking



 


Each Borrower shall instruct
the classification society referred to in Clause 14.3 (and procure that the classification society undertakes with the Security
Trustee) in relation to its Ship:


 


		(a)	to send to the Security Trustee, following receipt of a written request from the Security Trustee,
certified true copies of all original class records and any other related records held by the classification society in relation
to the Ship owned by that Borrower;



 


		(b)	to allow the Security Trustee (or its agents), at any time and from time to time, to inspect the
original class and related records of that Ship at the offices of the classification society and to take copies of them;



 


		(c)	to notify the Security Trustee immediately in writing if the classification society:



 


		(i)	receives notification from that Borrower or any person that that Ship’s classification society
is to be changed; or



 


		(ii)	becomes aware of any facts or matters which may result in a change, suspension, discontinuance,
withdrawal or expiry of that Ship’s class under the rules or terms and conditions of that Borrower’s or that Ship’s membership
of the classification society;



 


		(d)	following receipt of a written request from the Security Trustee:



 


		(i)	to confirm that that Borrower is not in default of any of its contractual obligations or liabilities
to the classification society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable
to the classification society; or



 


		(ii)	if that Borrower is in default of any of its contractual obligations or liabilities to the classification
society, to specify to the Security Trustee in reasonable detail the facts and circumstances of such default, the consequences
thereof, and any remedy period agreed or allowed by the classification society.



 


		14.5	Modification



 


Neither Borrower shall make
any modification or repairs to, or replacement of, its Ship or equipment installed on it which would or might materially alter
the structure, type or performance characteristics of that Ship or materially reduce its value.


 



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		14.6	Removal of parts



 


Neither Borrower shall remove
any material part of its Ship, or any item of equipment installed on, that Ship unless the part or item so removed is forthwith
replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free
from any Security Interest or any right in favour of any person other than the Security Trustee and becomes on installation on
that Ship the property of that Borrower and subject to the security constituted by the relevant Mortgage Provided that a
Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned
by it.


 


		14.7	Surveys



 


Each Borrower shall submit
the Ship owned by it regularly to all periodical or other surveys which may be required for classification purposes and, if so
required by the Security Trustee provide the Security Trustee, with copies of all survey reports.


 


		14.8	Inspection



 


Each Borrower shall, subject
to 15 days’ prior notice from the Agent, permit the Security Trustee (by surveyors or other persons appointed by it for that
purpose) to board the Ship once in every calendar year, without interfering with the Ship’s operations, to inspect its condition
or to satisfy themselves about proposed or executed repairs and the Borrower shall afford all proper facilities for, and bear the
cost of, such inspections.


 


		14.9	Prevention of and release from arrest



 


Each Borrower shall promptly
discharge:


 


		(a)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable
against the Ship owned by it, the Earnings or the Insurances;



 


		(b)	all taxes, dues and other amounts charged in respect of that Ship, the Earnings or the Insurances;
and



 


		(c)	all other outgoings whatsoever in respect of that Ship, the Earnings or the Insurances,



 


and, forthwith upon receiving
notice of the arrest of that Ship, or of its detention in exercise or purported exercise of any lien or claim, that Borrower shall
procure its release by providing bail or otherwise as the circumstances may require.


 


		14.10	Compliance with laws etc.



 


Each Borrower shall:


 


		(a)	comply, or procure compliance with the ISM Code, the ISPS Code, all Environmental Laws, Sanctions
and all other laws or regulations relating to the Ship owned by it, its ownership, operation and management or to the business
of that Borrower;



 


		(b)	not employ the Ship owned by it nor allow its employment in any manner contrary to any law or regulation
in any relevant jurisdiction including but not limited to the ISM Code and the ISPS Code; and



 


		(c)	in the event of hostilities in any part of the world (whether war is declared or not), not cause
or permit that Ship to enter or trade to any zone which is declared a war zone by any government or by the Ship’s war risks insurers
unless the prior written consent of the Security Trustee has been given and that Borrower has (at its expense) effected any special,
additional or modified insurance cover which the Security Trustee may require.



 



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		14.11	Provision of information



 


Each Borrower shall promptly
provide the Security Trustee with any information which it requests regarding:


 


		(a)	the Ship owned by it, its employment, position and engagements;



 


		(b)	the Earnings and payments and amounts due to the master and crew of that Ship;



 


		(c)	any expenses incurred, or likely to be incurred, in connection with the operation, maintenance
or repair of that Ship and any payments made in respect of that Ship;



 


		(d)	any towages and salvages; and



 


		(e)	its compliance, either Approved Managers’ compliance and the compliance of that Ship with the ISM
Code and the ISPS Code,



 


and, upon the Security Trustee’s
request, provide copies of any current charter relating to that Ship, of any current charter guarantee and copies of that Borrower’s
or that Approved Managers’ Document of Compliance, Safety Management Certificate and the ISSC.


 


		14.12	Notification of certain events



 


Each Borrower shall immediately
notify the Security Trustee by email, confirmed forthwith by letter immediately upon becoming aware of:-


 


		(a)	any casualty which is or is likely to be or to become a Major Casualty;



 


		(b)	any occurrence as a result of which the Ship owned by it has become or is, by the passing of time
or otherwise, likely to become a Total Loss;



 


		(c)	any requirement, condition or overdue recommendation made by any insurer or classification society
or by any competent authority which is not complied with within the time limits imposed by that insurer or classification society
or authority;



 


		(d)	any arrest or detention of that Ship, any exercise or purported exercise of any lien on that Ship
or its Earnings or any requisition of that Ship for hire;



 


		(e)	any intended dry docking of that Ship;



 


		(f)	any Environmental Claim made against that Borrower or in connection with that Ship, or any Environmental
Incident;



 


		(g)	any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, the Approved
Managers or otherwise in connection with that Ship; or



 


		(h)	any other matter, event or incident, actual or threatened, the effect of which will or could lead
to the ISM Code or the ISPS Code not being complied with,



 


and that Borrower shall keep
the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall require of that Borrower’s,
the Approved Managers’ or any other person’s response to any of those events or matters.


 


		14.13	Restrictions on chartering, appointment of managers etc.



 


Neither Borrower shall (without
the Lenders’ prior written consent), in relation to the Ship owned by it:


 


		(a)	let the Ship on demise charter for any period;



 



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		(b)	enter into any time or consecutive voyage charter in respect of the Ship for a term which exceeds,
or which by virtue of any optional extensions may exceed, 13 months;



 


		(c)	enter into any charter in relation to that Ship under which more than, in the case of time charters,
2 and, in the case voyage charters, 4 months’ hire (or the equivalent) is payable in advance;



 


		(d)	charter that Ship otherwise than on bona fide arm’s length terms at the time when that Ship is
fixed;



 


		(e)	appoint a manager of that Ship other than the Approved Managers or agree to any alteration to the
terms of the Approved Managers’ appointment;



 


		(f)	de-activate or lay up that Ship; or



 


		(g)	put that Ship into the possession of any person for the purpose of work being done upon it in an
amount exceeding or likely to exceed $250,000 (or the equivalent in any other currency) unless that person has first given to the
Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for
the cost of such work or for any other reason.



 


		14.14	Notice of Mortgage



 


Each Borrower shall keep the
Mortgage relative to its Ship registered against that Ship as a valid first preferred or, as the case may be, priority mortgage,
carry on board that Ship a certified copy of that Mortgage and place and maintain in a conspicuous place in the navigation room
and the Master’s cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Borrower to the Security
Trustee.


 


		14.15	Sharing of Earnings



 


Neither Borrower shall enter
into any agreement or arrangement for the sharing of any Earnings except for sharing of earnings between the Borrowers.


 


		14.16	ISPS Code



 


Each Borrower shall comply
with the ISPS Code and in particular, without limitation, shall:


 


		(a)	procure that the Ship owned by it and the company responsible for that Ship’s compliance with the
ISPS Code comply with the ISPS Code; and



 


		(b)	maintain for that Ship an ISSC; and



 


		(c)	notify the Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation
or modification of the ISSC.



 


		15	Security Cover



 


		15.1	Minimum required security cover



 


Clause 15.2 applies if the Agent
notifies the Borrowers that:


 


		(a)	the aggregate of the Market Value of the Mortgaged Ships; plus



 


		(b)	the aggregate Minimum Liquidity Amount standing to the credit of the Earnings Accounts (or such
other Account blocked and pledged in favour of the Lenders) at the relevant time pursuant to Clause 18.3; plus



 



    	39



    	 



    




		(c)	the aggregate Cashflow Support Deposit (if any) standing to the credit of the Deposit Account at
the relevant time pursuant to Clause 18.2; plus



 


		(d)	the net realisable value of any additional security previously provided under this Clause 15,



 


is below an amount equal to 112.5
per cent. of the Loan.


 


		15.2	Provision of additional security; prepayment



 


If the Agent serves a notice
on the Borrowers under Clause 15.1, the Borrowers shall prepay such part at least of the Loan as will eliminate the shortfall on
or before the date falling 1 month after the date on which the Agent’s notice is served under Clause 15.1 (the “Prepayment
Date”) unless at least 1 Business Day before the Prepayment Date the Borrowers have provided, or ensured that a third
party has provided, additional security which is acceptable to the Agent (acting on the instructions of the Lenders) and which,
in the opinion of the Lenders, has a net realisable value at least equal to the shortfall and is documented in such terms as the
Agent may, with the authorisation of the Lenders, approve or require.


 


		15.3	Valuation of Ships



 


the Market Value of a Mortgaged
Ship at any date is that shown by a valuation prepared:


 


		(a)	as at a date not more than 30 days previously;



 


		(b)	by Messrs Arrow, Clarksons, Braemar ACM or SSY, each being a sale and purchase shipbroker which
the Agent hereby agrees to appoint for such purpose or such other independent sale and purchase broker as the Agent may agree with
the Borrowers;



 


		(c)	with or without physical inspection of that Ship (as the Agent may require);



 


		(d)	on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms
as between a willing seller and a willing buyer, free of any existing charter or other contract of employment; and



 


		(e)	after deducting the estimated amount of the usual and reasonable expenses which would be incurred
in connection with the sale.



 


		15.4	Value of additional vessel security



 


The net realisable value of
any additional security which is provided under Clause 15.2 and which consists of a Security Interest over a vessel shall be that
shown by a valuation complying with the requirements of Clause 15.3.


 


		15.5	Valuations binding



 


Any valuation under Clause
15.2, 15.3 or 15.4 shall be binding and conclusive as regards the Borrowers, as shall be any valuation which the Lenders make of
any additional security which does not consist of or include a Security Interest.


 


		15.6	Provision of information



 


The Borrowers shall promptly
provide the Agent and any shipbroker or expert acting under Clause 15.3 or 15.4 with any information which the Agent or that shipbroker
or expert may request for the purposes of the valuation; and, if the Borrowers fail to provide the information by the date specified
in the request, the valuation may be made on any basis and assumptions which that shipbroker or the Lenders (or the expert appointed
by them) consider prudent.


 



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		15.7	Payment of valuation expenses



 


Without prejudice to the generality
of the Borrowers’ obligations under Clauses 20.1, 20.3 and 21.3, the Borrowers shall, on demand, pay the Agent the amount
of the fees and expenses of any shipbroker or expert instructed by the Agent under this Clause (provided such fees don’t
exceed an amount of $1,000 in aggregate per year in respect of both Ships) and all legal and other expenses incurred by any Creditor
Party in connection with any matter arising out of this Clause.


 


		15.8	Application of prepayment



 


Clause 8 shall apply in relation
to any prepayment pursuant to Clause 15.2.


 


		16	Payments and Calculations



 


		16.1	Currency and method of payments



 


All payments to be made by the
Lenders or by either Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an
amount payable to it:


 


		(a)	by not later than 11.00 a.m. (New York City time) on the due date;



 


		(b)	in same day Dollar funds settled through the New York Clearing House Interbank Payments System
(or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time for
the settlement of international transactions of the type contemplated by this Agreement);



 


		(c)	in the case of an amount payable by a Lender to the Agent or by either Borrower to the Agent or
any Lender, to the account of the Agent at WELLS FARGO BANK, NA, ABA# 121-000-248, SWIFT:  WFBIUS6SFOR CREDIT TO CDO CLEARING,
A/C 6355067033, FURTHER CREDIT TO: NORTHERN SHIPPING FUND III LP, A/C 84460800 or to such other account with such other bank as
the Agent may from time to time notify to the Borrowers and the other Creditor Parties; and



 


		(d)	in the case of an amount payable to the Security Trustee, to such account as it may from time to
time notify to the Borrowers and the other Creditor Parties.



 


		16.2	Payment on non-Business Day



 


If any payment by either Borrower
under a Finance Document would otherwise fall due on a day which is not a Business Day:


 


		(a)	the due date shall be extended to the next succeeding Business Day; or



 


		(b)	if the next succeeding Business Day falls in the next calendar month, the due date shall be brought
forward to the immediately preceding Business Day,



 


and interest shall be payable
during any extension under paragraph (a) at the rate payable on the original due date.


 


		16.3	Basis for calculation of periodic payments



 


All interest and any other
payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated
on the basis of the actual number of days elapsed and a 360 day year.


 



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		16.4	Distribution of payments to Creditor Parties



 


Subject to Clauses 16.5, 16.6
and 16.7:


 


		(a)	any amount received by the Agent under a Finance Document for distribution or remittance to a Lender,
or the Security Trustee shall be made available by the Agent to that Lender, or, as the case may be, the Security Trustee by payment,
with funds having the same value as the funds received, to such account as the Lender or the Security Trustee may have notified
to the Agent not less than 5 Business Days previously; and



 


		(b)	amounts to be applied in satisfying amounts of a particular category which are due to the Lenders
generally shall be distributed by the Agent to each Lender pro rata to the amount in that category which is due to it.



 


		16.5	Permitted deductions by Agent



 


Notwithstanding any other provision
of this Agreement or any other Finance Document, the Agent may before making an amount available to a Lender, deduct and withhold
from that amount any sum which is then due and payable to the Agent from that Lender under any Finance Document or any sum which
the Agent is then entitled under any Finance Document to require that Lender to pay on demand.


 


		16.6	Agent only obliged to pay when monies received



 


Notwithstanding any other provision
of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to either Borrower or any Lender
any sum which the Agent is expecting to receive for remittance or distribution to that Borrower or that Lender until the Agent
has satisfied itself that it has received that sum.


 


		16.7	Refund to Agent of monies not received



 


If and to the extent that the
Agent makes available a sum to a Borrower or a Lender, without first having received that sum, that Borrower or (as the case may
be) the Lender concerned shall, on demand:


 


		(a)	refund the sum in full to the Agent; and



 


		(b)	pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against
any funding or other loss, liability or expense incurred by the Agent as a result of making the sum available before receiving
it.



 


		16.8	Agent may assume receipt



 


Clause 16.7 shall not affect
any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice
that it had not received the sum which it made available.


 


		16.9	Creditor Party accounts



 


Each Creditor Party shall maintain
accounts showing the amounts owing to it by the Borrowers and each Security Party under the Finance Documents and all payments
in respect of those amounts made by the Borrowers and any Security Party.


 


		16.10	Agent’s memorandum account



 


The Agent shall maintain a memorandum
account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender
from the Borrowers and each Security Party under the Finance Documents and all payments in respect of those amounts made by the
Borrowers and any Security Party.


 



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		16.11	Accounts prima facie evidence



 


If any accounts maintained
under Clauses 16.9 and 16.10 show an amount to be owing by a Borrower or a Security Party to a Creditor Party, those accounts shall
be prima facie evidence that that amount is owing to that Creditor Party.


 


		17	Application of Receipts



 


		17.1	Normal order of application



 


Except as any Finance Document
may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document
shall be applied:


 


		(a)	FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents
in the following order and proportions:



 


		(i)	first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor
Parties under the Finance Documents other than those amounts referred to at paragraphs (a)(ii) and (a)(iii) (including, but without
limitation, all amounts payable by the Borrowers under Clauses 20, 21 and 22 of this Agreement or by the Borrowers or any Security
Party under any corresponding or similar provision in any other Finance Document;



 


		(ii)	secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest
payable to the Creditor Parties under the Finance Documents; and



 


		(iii)	thirdly, in or towards satisfaction of the Loan;



 


		(b)	SECONDLY: in retention of an amount equal to any amount not then due and payable under any Finance
Document but which the Agent, by notice to the Borrowers, the Security Parties and the other Creditor Parties, states in its reasonable
opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction
of them in accordance with the foregoing provisions of this Clause 17;



 


		(c)	THIRDLY: any surplus shall be paid to the Borrowers or to any other person appearing to be entitled
to it.



 


		17.2	Variation of order of application



 


The Agent may, with the authorisation
of the Lenders, by notice to the Borrowers, the Security Parties and the other Creditor Parties provide for a different manner
of application from that set out in Clause 17.1 either as regards a specified sum or sums or as regards sums in a specified category
or categories.


 


		17.3	Notice of variation of order of application



 


The Agent may give notices
under Clause 17.2 from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered
in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which
the notice is served.


 


		17.4	Appropriation rights overridden



 


This Clause 17 and any notice
which the Agent gives under Clause 17.2 shall override any right of appropriation possessed, and any appropriation made, by either
Borrower or any Security Party.


 



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		18	Application of Earnings, Cashflow Support Deposit and Drydocking Reserve Account



 


		18.1	Payment and application of Earnings



 


		(a)	Each Borrower undertakes with each Creditor Party to ensure that, throughout the Security Period
(and subject only to the provisions of the General Assignment to which it is a party):



 


		(i)	it shall maintain the Earnings Accounts with the Account Bank; and



 


		(ii)	all Earnings of the Ship owned by it are paid to the Earnings Account for that Ship.



 


		(b)	Subject to the other provisions of this Agreement (including without limitation, Clauses 12.3 (b)
and 18.3), all Earnings standing to the credit of the Earnings Accounts shall be freely available to the Borrower owning the relevant
Ship until the occurrence of an Event of Default.



 


		18.2	Cashflow Support Deposit



 


		(a)	Each Borrower shall, on the second Drawdown Date, deposit in the Deposit Account an amount of $1,500,000
($3,000,000 in total) as prepaid interest (as such amount may be reduced in accordance with the provisions of this Clause 18.2,
the “Cashflow Support Deposit”). Provided that if the Borrowers have not (i) opened a Deposit Account
in their joint names with the Account Bank and (ii) executed an Account Pledge in respect thereof (including serving a notice to
the Account Bank and obtaining its acknowledgment in a form acceptable to the Agent) by the second Drawdown Date, each Borrower
hereby authorises the Agent to deduct the Cashflow Support Deposit from the amount of Advance B and Advance A Tranche B equally
and pay the same to the Deposit Account in the Lender’s name. Following the opening of the Deposit Account in the joint names
of the Borrowers and the execution of the aforementioned Account Pledge, the Borrowers shall have the right to request the Agent
to transfer the Cashflow Support Deposit standing to the credit of the Deposit Account in the name of the Agent to the Deposit
Account in the joint names of the Borrowers.



 


		(b)	Each Borrower hereby instructs the Agent (and the Agent hereby agrees) to make withdrawals from
the Deposit Account in 8 equal quarterly instalments of $187,500 each (being $375,000 each in respect of both Borrowers/Advances),
for application against the first 8 quarterly payments of interest in respect of the each Advance in accordance with Clause 5.1
Provided that, if at any time during the period the Cash Support Deposit (or part thereof) is standing to the credit of
the Deposit Account:



 


		(i)	a Ship enters into a time charterparty for a minimum period of 24 months from the second Drawdown
Date at a daily charter hire rate of more than $15,000 and with a charterer acceptable to the Lenders in their absolute discretion;
and



 


		(ii)	the Borrower owning that Ship executes a specific assignment of such charter in favour of the Security
Trustee in the Agreed Form,



 


the Lenders
may agree to release 50 per cent. of the Cash Flow Deposit standing to the credit of the Deposit Account (or all of the Cash Flow
Deposit if (i) and (ii) above apply in relation to both Ships) to the relevant Borrower (or both Borrowers as the case may be).


 


		18.3	Minimum Liquidity



 


In addition
to the Borrowers’ obligation in Clause 18.2, each Borrower undertakes with each Creditor Party to accumulate in its Earnings
Account (or, if requested by the Lenders at any time, in such other Account blocked and pledged in favour of the Lenders) within
3 months from the Drawdown Date of the Advance relating to its Ship, and maintain throughout the Security Period, an amount (the
“Minimum Liquidity Amount”) of at least $250,000 per Ship ($500,000 in total in the Earnings Accounts or any
other Accounts requested by the Lenders).


 



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		18.4	Drydocking Reserve Account



 


Each Borrower undertakes with
each Creditor Party that, from 30 June 2018 and monthly thereafter, it shall deposit in its Drydocking Reserve Account an amount
of $30,000 until the credit balance in its Drydocking Reserve Account reaches $1,000,000 ($2,000,000 on both Drydocking Reserve
Accounts) and shall use such amount solely for the second special survey of its Ship in 2020 (inclusive of ballast water treatment
system). Each Drydocking Reserve Account shall be pledged in favour of the Security Trustee pursuant to an Account Pledge Provided
that if the ballast water treatment system requirement is deferred beyond the latest Termination Date (being 31 December 2021),
each Borrower shall from 30 June 2018 and monthly thereafter, deposit in its Drydocking Reserve Account an amount of $19,500 until
the credit balance in its Drydocking Reserve Account reaches $650,000 ($1,300,000 on both Drydocking Reserve Accounts) and shall
use such amount solely for the second special survey of its Ship in 2020.


 


		18.5	Location of Accounts



 


Each Borrower shall promptly:


 


		(a)	comply with any requirement of the Agent as to the location or
re-location of its Account; and



 


		(b)	execute any documents which the Agent specifies to create or
maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in
relation to) its Account.



 


		18.6	Debits for fees, expenses etc.



 


The Agent shall be entitled
(but not obliged) from time to time to debit the Deposit Account without prior notice in order to discharge any amount due and
payable under Clauses 20 or 21 to a Creditor Party or payment of which any Creditor Party has become entitled to demand under Clauses
20 or 21.


 


		18.7	Borrowers’ obligations unaffected



 


The provisions of this Clause
18 (as distinct from a distribution effected under Clause 18.2) do not affect:


 


		(a)	the liability of the Borrowers to make payments of principal and interest on the due dates; or



 


		(b)	any other liability or obligation of the Borrowers or any Security Party under any Finance Document.



 


		19	Events of Default



 


		19.1	Events of Default



 


An Event of Default occurs
if:


 


		(a)	either Borrower or any Security Party fails to pay when due or (if so payable) on demand, any sum
payable under a Finance Document or under any document relating to a Finance Document; or



 


		(b)	any breach occurs of Clause 2.3, 9.2, 11.2, 11.3, 11.18, 12.2, 12.3(b), 12.3, 13.2, 15.2, 18.1
or 18.2; or



 



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		(c)	any breach by:



 


		(i)	either Borrower, any Security Party or either Approved Manager occurs of any provision of a Finance
Document (other than a breach covered by paragraphs (a) or (b)) which, in the opinion of the Lenders, is capable of remedy, and
such default continues unremedied 10 days after written notice from the Agent requesting action to remedy the same, unless, in
the case of a breach by either Approved Manager of its Manager’s Undertaking, that Approved Manager is replaced within such
10-day period by an Approved Manager acceptable to the Lenders in all respects; or



 


		(ii)	the Junior Lender of any provision of the Intercreditor Deed; or



 


		(iii)	Seanergy of any provision of the Subordination Undertaking;



 


		(d)	(subject to any applicable grace period specified in the Finance Document) any breach by either
Borrower or any Security Party or either Approved Manager occurs of any provision of a Finance Document (other than a breach falling
within paragraphs (a), (b) or (c)) unless, in the case of a breach by either Approved Manager of its Manager’s Undertaking,
that Approved Manager is replaced on the Agent’s demand by an Approved Manager acceptable to the Lenders in all respects;
or



 


		(e)	any representation, warranty or statement made or repeated by, or by an officer of, a Borrower
or a Security Party (or, in the case of the Intercreditor Deed, the Junior Lender) in a Finance Document or in a Drawdown Notice
or any other notice or document relating to a Finance Document is untrue or misleading when it is made or repeated; or



 


		(f)	any of the following occurs in relation to any Financial Indebtedness of a Relevant Person (which,
in the case of Financial Indebtedness of Seanergy only, exceeds $5,000,000):



 


		(i)	any Financial Indebtedness of a Relevant Person is not paid when due or, if so payable, on demand;
or



 


		(ii)	any Financial Indebtedness of a Relevant Person becomes due and payable or capable of being declared
due and payable prior to its stated maturity date as a consequence of any event of default (howsoever described); or



 


		(iii)	a lease, hire purchase agreement or charter creating any Financial Indebtedness of a Relevant Person
is terminated by the lessor or owner or becomes capable of being terminated as a consequence of any termination event; or



 


		(iv)	any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange
or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of a Relevant
Person ceases to be available or becomes capable of being terminated as a result of any event of default, or cash cover is required,
or becomes capable of being required, in respect of such a facility as a result of any event of default; or



 


		(v)	any Security Interest securing any Financial Indebtedness of a Relevant Person becomes enforceable;
or



 


		(g)	any of the following occurs in relation to a Relevant Person:



 


		(i)	a Relevant Person becomes, in the opinion of the Lenders, unable to pay its debts as they fall
due; or



 


		(ii)	any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration
or distress or any form of freezing order in respect of a sum of, or sums aggregating $100,000 (or in the case of Seanergy, $5,000,000)
or more or the equivalent in another currency; or



 



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		(iii)	any administrative or other receiver is appointed over any asset of a Relevant Person; or



 


		(iv)	an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person;
or



 


		(v)	any formal declaration of bankruptcy or any formal statement to the effect that a Relevant Person
is insolvent or likely to become insolvent is made by a Relevant Person or by the directors of a Relevant Person or, in any proceedings,
by a lawyer acting for a Relevant Person; or



 


		(vi)	a provisional liquidator is appointed in respect of a Relevant Person, a winding up order is made
in relation to a Relevant Person or a winding up resolution is passed by a Relevant Person; or



 


		(vii)	a resolution is passed, an administration notice is given or filed, an application or petition
to a court is made or presented or any other step is taken by (aa) a Relevant Person, (bb) the members or directors of a Relevant
Person, (cc) a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person,
or (dd) a government minister or public or regulatory authority of a Pertinent Jurisdiction for or with a view to the winding up
of that or another Relevant Person or the appointment of a provisional liquidator or administrator in respect of that or another
Relevant Person, or that or another Relevant Person ceasing or suspending business operations or payments to creditors, save that
this paragraph does not apply to a fully solvent winding up of a Relevant Person other than a Borrower or the Shareholder which
is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Lenders and effected
not later than 3 months after the commencement of the winding up; or



 


		(viii)	an administration notice is given or filed, an application or petition to a court is made or presented
or any other step is taken by a creditor of a Relevant Person (other than a holder of Security Interests which together relate
to all or substantially all of the assets of a Relevant Person) for the winding up of a Relevant Person or the appointment of a
provisional liquidator or administrator in respect of a Relevant Person in any Pertinent Jurisdiction, unless the proposed winding
up, appointment of a provisional liquidator or administration is being contested in good faith, on substantial grounds and not
with a view to some other insolvency law procedure being implemented instead and either (aa) the application or petition is dismissed
or withdrawn within 30 days of being made or presented, or (bb) within 30 days of the administration notice being given or filed,
or the other relevant steps being taken, other action is taken which will ensure that there will be no administration and (in both
cases (aa) or (bb)) the Relevant Person will continue to carry on business in the ordinary way and without being the subject of
any actual, interim or pending insolvency law procedure; or



 


		(ix)	a Relevant Person or its directors take any steps (whether by making or presenting an application
or petition to a court, or submitting or presenting a document setting out a proposal or proposed terms, or otherwise) with a view
to obtaining, in relation to that or another Relevant Person, any form of moratorium, suspension or deferral of payments, reorganisation
of debt (or certain debt) or arrangement with all or a substantial proportion (by number or value) of creditors or of any class
of them or any such moratorium, suspension or deferral of payments, reorganisation or arrangement is effected by court order, by
the filing of documents with a court, by means of a contract or in any other way at all; or



 


		(x)	any meeting of the members or directors, or of any committee of the board or senior management,
of a Relevant Person is held or summoned for the purpose of considering a resolution or proposal to authorise or take any action
of a type described in paragraphs (iv) to (ix) or a step preparatory to such action, or (with or without such a meeting) the members,
directors or such a committee resolve or agree that such an action or step should be taken or should be taken if certain conditions
materialise or fail to materialise; or



 



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		(xi)	in a Pertinent Jurisdiction other than England, any event occurs, any proceedings are opened or
commenced or any step is taken which, in the opinion of the Lenders is similar to any of the foregoing; or



 


		(h)	either Borrower or any Security Party ceases or suspends carrying on its business or a part of
its business which, in the opinion of the Lenders, is material in the context of this Agreement; or



 


		(i)	it becomes unlawful in any Pertinent Jurisdiction or impossible:



 


		(i)	for either Borrower, the Shareholder or any other Security Party to discharge any liability under
a Finance Document or to comply with any other obligation which the Lenders consider material under a Finance Document; or



 


		(ii)	for the Agent, the Security Trustee, the Lenders to exercise or enforce any right under, or to
enforce any Security Interest created by, a Finance Document; or



 


		(j)	any official consent necessary to enable either Borrower to own, operate or charter its Ship or
to enable either Borrower or any Security Party to comply with any provision which the Lenders consider material of a Finance Document
or either MOA is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such
a consent is not fulfilled;



 


		(k)	either Borrower ceases to be a direct wholly owned subsidiary of the Shareholder;



 


		(l)	it appears to the Lenders that, without their prior consent, a change has occurred or probably
has occurred after the date of this Agreement in the direct or indirect legal or beneficial ownership of any of the shares in either
Borrower or any Security Party or in the control of the voting rights attaching to any of those shares;



 


		(m)	without the prior written consent of the Lenders, the Shareholder ceases to be a direct wholly
owned subsidiary of Seanergy (such consent not to be unreasonably withheld if Seanergy retains more than 51 per cent of ownership
or the issued shares in the Shareholder and /or the voting rights attached to such shares);



 


		(n)	a Change of Ownership has occurred;



 


		(o)	any provision which the Lenders consider material of a Finance Document proves to have been or
becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or
unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest or any
other third party claim or interest; or



 


		(p)	the security constituted by a Finance Document is in any way imperilled or in jeopardy; or



 


		(q)	an event of default (howsoever described) occurs under the Junior Agreement;



 


		(r)	any other event occurs or any other circumstances arise or develop including, without limitation:



 


		(i)	a change in the financial position, state of affairs or prospects of either Borrower or any Security
Party; or



 


		(ii)	any accident or other event involving a Ship or another vessel owned, chartered or operated by
a either Borrower or any Security Party, in the light of which the Lenders
consider that there is a significant risk that either Borrower is, or will later become, unable to discharge its liabilities under
the Finance Documents as they fall due.



 



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		19.2	Actions following an Event of Default



 


On, or at any time after, the
occurrence of an Event of Default:


 


		(a)	the Agent may, and if so instructed by the Lenders, the Agent shall:



 


		(i)	serve on the Borrowers a notice stating that all or part of the Commitments and of the other obligations
of each Lender to the Borrowers under this Agreement are cancelled; and/or



 


		(ii)	serve on the Borrowers a notice stating that all or part of the Loan together with accrued interest
and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or



 


		(iii)	take any other action which, as a result of the Event of Default or any notice served under paragraph
(i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or



 


		(b)	the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the
Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph
(a)(i) or (a)(ii), the Security Trustee, the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable
law.



 


		19.3	Termination of Commitments



 


On the service of a notice
under Clause 19.2(a)(i), the Commitments and all other obligations of each Lender to the Borrowers under this Agreement shall be
cancelled.


 


		19.4	Acceleration of Loan



 


On the service of a notice
under Clause 19.2(a)(ii), all or, as the case may be, part of the Loan specified in the notice together with, accrued interest
and all other amounts accrued or owing from the Borrowers or any Security Party under this Agreement and every other Finance Document
shall become immediately due and payable or, as the case may be, payable on demand.


 


		19.5	Multiple notices; action without notice



 


The Agent may serve notices
under Clauses 19.2(a)(i) or 19.2(a)(ii) simultaneously or on different dates and it and/or the Security Trustee may take any action
referred to in Clause 19.2 if no such notice is served or simultaneously with or at any time after the service of both or either
of such notices.


 


		19.6	Notification of Creditor Parties and Security Parties



 


The Agent shall send to each
Lender, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrowers under
Clause 19.2; but the notice shall become effective when it is served on the Borrowers, and no failure or delay by the Agent to
send a copy or the text of the notice to any other person shall invalidate the notice or provide either Borrower or any Security
Party with any form of claim or defence.


 



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		19.7	Creditor Party’s rights unimpaired



 


Nothing in this Clause shall
be taken to impair or restrict the exercise of any right given to individual Lenders under a Finance Document or the general law;
and, in particular, this Clause is without prejudice to Clause 3.1.


 


		19.8	Exclusion of Creditor Party liability



 


No Creditor Party, and no receiver
or manager appointed by the Security Trustee, shall have any liability to a Borrower or a Security Party:


 


		(a)	for any loss caused by an exercise of rights under, or enforcement of a Security Interest created
by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or



 


		(b)	as mortgagee in possession or otherwise, for any income or principal amount which might have been
produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value
of such an asset,



 


except that this does not exempt
a Creditor Party or a receiver or manager from liability for losses shown to have been directly and mainly caused by the dishonesty
or the wilful misconduct of such Creditor Party’s own officers and employees or (as the case may be) such receiver’s
or manager’s own partners or employees.


 


		19.9	Relevant Persons



 


In this Clause 19, a “Relevant
Person” means a Borrower, Seanergy, the Shareholder and any other Security Party.


 


		19.10	Interpretation



 


In Clause 19.1(f) references
to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in
a facility agreement or a termination event in a finance lease; and in Clause 19.1(g) “petition” includes an
application.


 


		20	Fees, other interest and Expenses



 


		20.1	Origination fee, back-end interest and prepaid interest



 


The Borrowers shall pay to the
Agent (or an affiliate of the Agent, if instructed to do so by the Agent) for distribution to the Lenders, where appropriate, in
such manner as agreed between the Agent and the Lenders:


 


		(a)	a non-refundable up-front payment of $480,000 representing 1.5 per cent. of the Total Commitments.
The 1.5 per cent. payment is comprised of an origination fee of $80,000 or 0.25 per cent. and prepaid interest of $400,000 or 1.25
per cent. (for the avoidance of doubt such obligation shall be in addition to the Borrowers’ obligations under Clauses 5.1,
18.2, 20.1(b), 20.1(c) and 20.1(d). The non-refundable up-front payment shall be paid in two instalments as follows:



 


		(i)	$160,000 on 9 November 2016 (being the date on which the Borrowers accepted the Agent’s offer
letter) and the Agent hereby confirms receipt of this instalment on 16 November 2016; and



 


		(ii)	$320,000 on the second Drawdown Date;



 


		(b)	on the Termination Date or if an Advance is prepaid in full prior to such date, on the date on
which such Advance is prepaid in full, a back-end interest in an amount equal to 1.75 per cent. of the Scheduled Outstanding Amount
as per Schedule 6 on such date Provided that no back-end interest shall be payable if a Ship:



 



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		(i)	is sold to a bona fide third party, with the Lenders’ consent, and the net sale proceeds
are less than the Advance relative to that Ship outstanding at the time; or



 


		(ii)	has become a Total Loss;  



 


		(c)	in the event that the facility is extended pursuant to Clause 8.12, on each date on which the Borrowers
serve the notice to extend the facility in accordance with Clause 8.12, pay extension fee in an amount equal to 1.75 per cent.
of the outstanding amount of the Loan as at the then existing Termination Date (calculated to take into account the scheduled repayment
(if any) to be made following the service of the notice but prior to the existing Termination Date). For the avoidance of doubt
such obligation shall be in addition to the Borrowers’ obligation under Clause 5.1; and



 


		(d)	The Borrowers shall be obliged to pay a prepayment fee (the “Applicable Prepayment Fee”)
on all amounts prepaid during the period commencing after the first Drawdown Date and ending on the date falling thirty–six
months after the second Drawdown Date except prepayments made in the case of:



 


		(i)	the sale of a Ship, to a bona fide third party, with the Lenders’ prior written consent where
the net sale proceeds are less than the amount of the Advance relating to such Ship as outstanding at the relevant time; or



 


		(ii)	a Ship becoming a Total Loss; or



 


		(iii)	maintenance of the Security Coverage Ratio of Clause 15.1;



 


In this paragraph
(d) “Applicable Prepayment Fee” means:


 


		(i)	if a prepayment is made at any time prior to the twelfth month anniversary of the second Drawdown
Date, a prepayment fee equal to 100% of the interest payments which would have been received until the end of the twelfth month
from the second Drawdown Date; or



 


		(ii)	if a prepayment is made at any time during the period commencing after the twelfth month anniversary
of the second Drawdown date and ending thirty-sixth months from the second Drawdown Date, a prepayment fee in an amount equal to
2 per cent. of the amount prepaid,



 


Provided
that there shall be excluded from the calculation of the Applicable Prepayment Fee (i.e. no prepayment fee shall be payable
on) any prepayments up to a maximum cumulative amount of $3,000,000 made during the period commencing after the first Drawdown
Date until the date falling on the second anniversary of the second Drawdown Date.


 


For the avoidance
of doubt, the obligation of the Borrowers under this paragraph (d) to pay a prepayment fee shall be in addition to the Borrowers’
obligation to pay the back–end interest referred to in paragraph (b) above.


 


		20.2	Costs of negotiation, preparation etc.



 


The Borrowers shall pay to the
Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation,
preparation, execution, translation or registration of any Finance Document or any related document or with any transaction contemplated
by a Finance Document or a related document.


 



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		20.3	Costs of variations, amendments, enforcement etc.



 


The Borrowers shall pay to the
Agent, on the Agent’s demand, for the account of the Creditor Party concerned, the amount of all expenses incurred by a Creditor
Party in connection with:


 


		(a)	any amendment or supplement to a Finance Document or any proposal for such an amendment to be made;



 


		(b)	any consent or waiver by the Lenders, the Lenders or the Creditor Party concerned under or in connection
with a Finance Document;



 


		(c)	the valuation of any security provided or offered under Clause 15 or any other matter relating
to such security; or



 


		(d)	any insurance report provided under Clause 13.17;



 


		(e)	any inspection conducted under 14.8;



 


		(f)	any step taken by the Lender concerned with a view to the preservation, protection, exercise or
enforcement of any rights or Security Interest created by a Finance Document or for any similar purpose.



 


There shall be recoverable under
paragraph (f) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation
or other procedure carried out under such rules.


 


		20.4	Documentary taxes



 


The Borrowers shall promptly
pay any tax payable on or by reference to any Finance Document, and shall, on the Agent’s demand, fully indemnify each Creditor
Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrowers to pay such a tax.


 


		20.5	Certification of amounts



 


A notice which is signed by
2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under
this Clause 20 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount,
or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.


 


		21	Indeminities



 


		21.1	Indemnities regarding borrowing and repayment of Loan



 


The Borrowers shall fully indemnify
the Agent and each Lender on the Agent’s demand and the Security Trustee on its demand in respect of all claims, expenses,
liabilities and losses which are made or brought against or incurred by that Creditor Party, or which that Creditor Party reasonably
and with due diligence estimates that it will incur, as a result of or in connection with:


 


		(a)	an Advance not being borrowed on the date specified in the relevant Drawdown Notice for any reason
other than a default by the Lender claiming the indemnity;



 


		(b)	the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on a Repayment
Date or other relevant period;



 


		(c)	any failure (for whatever reason) by the Borrowers (or either of them) to make payment of any amount
due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by
the Borrowers on the amount concerned under Clause 7); and



 


		(d)	the occurrence and/or continuance of an Event of Default or Potential Event of Default and/or the
acceleration of repayment of the Loan under Clause 19 (including, without limitation, any costs, expenses or liabilities incurred
by a Creditor Party in relation to any Insurances taken or arranged by that Creditor Party following the occurrence of an Event
of Default in relation to port risks, crew liability insurance or any other type of insurance),



 



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and in respect of any tax (other
than tax on its overall net income or a FATCA Deduction) for which a Creditor Party is liable in connection with any amount paid
or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document.


 


		21.2	Intentionally omitted



 


		21.3	Miscellaneous indemnities



 


The Borrowers shall fully indemnify
each Creditor Party severally on their respective demands, without prejudice to any of their other rights under any of the Finance
Documents, in respect of all claims, expenses, liabilities and losses which may be made or brought against or sustained or incurred
by a Creditor Party, in any country, as a result of or in connection with:


 


		(a)	any action taken, or omitted or neglected to be taken, under or in connection with any Finance
Document by the Agent, the Security Trustee or any other Creditor Party or by any receiver appointed under a Finance Document;



 


		(b)	investigating any event which the Creditor Party concerned reasonably believes constitutes an Event
of Default;



 


		(c)	acting or relying on any notice, request or instruction which the Creditor Party concerned reasonably
believes to be genuine, correct and appropriately authorised; or



 


		(d)	any other Pertinent Matter,



 


other than claims, expenses,
liabilities and losses which are shown to have been directly and mainly caused by the dishonesty or wilful misconduct of the officers
or employees of the Creditor Party concerned.


 


		21.4	Environmental and other indemnities



 


Without prejudice to its generality,
Clauses 21.1 and 21.4 cover any claims, demands, proceedings, liabilities, taxes, losses, liabilities or expenses of every kind
which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Code or any
Environmental Law.


 


		21.5	Currency indemnity



 


If any sum due from a Borrower
or any Security Party to a Creditor Party under a Finance Document or under any order, award or judgment relating to a Finance
Document (a “Sum”) has to be converted from
the currency in which the Finance Document provided for the Sum to be paid (the “Contractual
Currency”) into another currency (the “Payment
Currency”) for the purpose of:


 


		(a)	making, filing or lodging any claim or proof against a Borrower or any Security Party, whether
in its liquidation, any arrangement involving it or otherwise; or



 


		(b)	obtaining an order, judgment or award from any court or other tribunal in relation to any litigation
or arbitration proceedings; or



 


		(c)	enforcing any such order, judgment or award,



 


the Borrowers shall as an independent
obligation, indemnify the Creditor Party to whom that Sum is due against any cost, loss or liability arising when the payment actually
received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency.


 



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In this Clause 21.5, the “available
rate of exchange” means the rate at which the Creditor Party concerned is able at the opening of business (London
time) on the Business Day after it receives the Sum to purchase the Contractual Currency with the Payment Currency.


 


Each Borrower waives any right
it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed
to be payable.


 


If any Creditor Party receives
any Sum in a currency other than the Contractual Currency, the Borrowers shall indemnify in full the Creditor Party concerned against
any cost, loss or liability arising directly or indirectly from any conversion of such Sum to the Contractual Currency.


 


This Clause 21.5 creates a separate
liability of that Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be merged
in any judgment or order relating to those other liabilities.


 


		21.6	Certification of amounts



 


A notice which is signed by
2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under
this Clause 21 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount,
or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.


 


		21.7	Sums deemed due to a Lender



 


For the purposes of this Clause
21, a sum payable by the Borrowers to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum
due to that Lender.


 


		22	No Set-off or Tax Deduction



 


		22.1	No deductions



 


All amounts due from the Borrowers
under a Finance Document shall be paid:


 


		(a)	without any form of set off, counter-claim or condition; and



 


		(b)	free and clear of any tax deduction except a tax deduction which a Borrower is required by law
to make.



 


		22.2	Grossing-up for taxes



 


If, at any time, a Borrower is
required by law, regulation or regulatory requirement to make a tax deduction from any payment due under a Finance Document:


 


		(a)	that Borrower shall notify the Agent as soon as it becomes aware of the requirement;



 


		(b)	the amount due in respect of the payment shall be increased by the amount necessary to ensure that,
after the making of such tax deduction, each Creditor Party receives on the due date for such payment (and retains free from any
liability relating to the tax deduction) a net amount which is equal to the full amount which it would have received had no such
tax deduction been required to be made; and



 


		(c)	that Borrower shall pay the full amount of the tax required to be deducted to the appropriate taxation
authority promptly in accordance with the relevant law, regulation or regulatory requirement, and in any event before any fine
or penalty arises.



 



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		22.3	Indemnity and evidence of payment of taxes



 


The Borrowers shall fully indemnify
each Creditor Party on the Agent’s demand in respect of all claims, expenses, liabilities and losses incurred by any Creditor
Party by reason of any failure of the Borrowers (or any of them) to make any tax deduction or by reason of any increased payment
not being made on the due date for such payment in accordance with Clause 22.2. Within 30 days after making any tax deduction,
the Borrowers or, as the case may be, the relevant Borrower shall deliver to the Agent any receipts, certificates or other documentary
evidence satisfactory to the Agent that the tax had been paid to the appropriate taxation authority.


 


		22.4	Tax Credits



 


A Creditor Party which receives
for its own account a repayment or credit in respect of tax on account of which a Borrower has made an increased payment under
Clause 22.2 shall pay to that Borrower a sum equal to the proportion of the repayment or credit which that Creditor Party allocates
to the amount due from that Borrower in respect of which that Borrower made the increased payment, provided that:


 


		(a)	the Creditor Party has obtained and utilised that Tax Credit;



 


		(b)	the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment
or credit which is referable to a class or number of transactions;



 


		(c)	nothing in this Clause 22.4 shall oblige a Creditor Party to arrange its tax affairs in any particular
manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such
claim within any particular time;



 


		(d)	nothing in this Clause 22.4 shall oblige a Creditor Party to make a payment which would leave it
in a worse position than it would have been in if that Borrower had not been required to make a tax deduction from a payment; and



 


any allocation or determination
reasonably made by a Creditor Party under or in connection with this Clause 22.4 shall be conclusive and binding on that Borrower
and the other Creditor Parties.


 


		22.5	Exclusion of tax on overall net income



 


In this Clause 22 “tax
deduction” means any deduction or withholding from any payment due under a Finance Document for or on account
of any present or future tax except tax on a Creditor Party’s overall net income or a FATCA Deduction.


 


		22.6	FATCA information



 


		(a)	Subject to paragraph (c) below, each FATCA Relevant Party within ten (10) Business Days of a reasonable
request by another FATCA Relevant Party shall:



 


		(i)	confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party;
and



 


		(ii)	supply to the requesting party such other form or forms (including IRS Form W-8 or Form W-9 or
any successor or substitute form, as applicable) and any other documentation and other information relating to its status under
FATCA as the requesting party reasonably requests for the purpose of that party’s compliance with FATCA.



 


		(b)	If a FATCA Relevant Party confirms to any other FATCA Relevant Party that it is a FATCA Exempt
Party or provides an IRS Form W-8 or W-9 showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is not,
or has ceased to be a FATCA Exempt Party, or that the IRS form has ceased to be accurate or valid, that party shall so notify the
other FATCA Relevant Party reasonably promptly or provide a revised IRS form, as applicable.



 



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		(c)	Nothing in this Clause 22.6 shall obligate any FATCA Relevant Party to do anything which would
or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any fiduciary duty
or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and
calculations); Provided that nothing in this paragraph shall excuse any FATCA Relevant Party from providing a true complete
and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form
W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party for purposes of
this paragraph.



 


		(d)	If a FATCA Relevant Party fails to confirm its status or to supply forms, documentation or other
information requested in accordance with the provisions of this Agreement or the provided information is insufficient under FATCA,
then such party shall be treated as if it were a FATCA Non-Exempt Party until such time as the party in question provides sufficient
confirmation, forms, documentation or other information to establish the relevant facts.



 


		22.7	FATCA withholding



 


		(a)	Each FATCA Relevant Party may make any FATCA Deduction it is required to make by FATCA, and any
payment required in connection with that FATCA Deduction, and no FATCA Relevant Party shall be required to increase any payment
in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.



 


		(b)	Each FATCA Relevant Party shall promptly, upon becoming aware that it must make a FATCA Deduction
(or that there is any change in the rate or the basis of such FATCA Deduction), notify the party to whom it is making the payment
and, in addition, shall notify the Borrowers and the Agent, and the Agent shall notify the other Creditor Parties.



 


		23	Illegality, etc



 


		23.1	Illegality



 


This Clause 23 applies if a
Lender (the “Notifying Lender”) notifies the
Agent that it has become, or will with effect from a specified date, become:


 


		(a)	unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing
law or a change in the manner in which an existing law is or will be interpreted or applied; or



 


		(b)	contrary to, or inconsistent with, any regulation,



 


for the Notifying Lender to
perform, maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement or
to fund or maintain the Loan.


 


		23.2	Notification of illegality



 


The Agent shall promptly notify
the Borrowers, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 23.1 which the Agent
receives from the Notifying Lender.


 


		23.3	Prepayment; termination of Commitment



 


On the Agent notifying the Borrowers
under Clause 23.2, the Notifying Lender’s Commitment shall be immediately cancelled; and thereupon or, if later, on the date
specified in the Notifying Lender’s notice under Clause 23.1 as the date on which the notified event would become effective
the Borrowers shall prepay the Notifying Lender’s Contribution in accordance with Clauses 8.10 and 8.11(a).


 



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		24	intentionally left blank



 


		25	Set-off



 


		25.1	Application of credit balances



 


Each Creditor Party may without
prior notice:


 


		(a)	apply any balance (whether or not then due) which at any time stands to the credit of any account
in the name of a Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from
that Borrower to that Creditor Party under any of the Finance Documents; and



 


		(b)	for that purpose:



 


		(i)	break, or alter the maturity of, all or any part of a deposit of that Borrower;



 


		(ii)	convert or translate all or any part of a deposit or other credit balance into Dollars; and



 


		(iii)	enter into any other transaction or make any entry with regard to the credit balance which the
Creditor Party concerned considers appropriate.



 


		25.2	Existing rights unaffected



 


No Creditor Party shall be
obliged to exercise any of its rights under Clause 25.1; and those rights shall be without prejudice and in addition to any right
of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under
the general law or any document).


 


		25.3	Sums deemed due to a Lender



 


For the purposes of this Clause
25, a sum payable by the Borrowers to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall
be treated as a sum due to that Lender; and each Lender’s proportion of a sum so payable for distribution to, or for the
account of, the Lenders shall be treated as a sum due to such Lender.


 


		25.4	No Security Interest



 


This Clause 25 gives the Creditor
Parties a contractual right of set-off only, and does not create any equitable charge or other Security Interest over any credit
balance of either Borrower.


 


		26	Transfers and Changes in Lending Offices



 


		26.1	Transfer by Borrower



 


No Borrower may assign or transfer
any of its rights, liabilities or obligations under any Finance Document.


 



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		26.2	Transfer by a Lender



 


Subject to Clause 26.4 and the
proviso at the end of this Clause 26.2, a Lender (the “Transferor
Lender”) may (at its cost) at any time, with the Borrowers’ prior written consent (such consent not to be unreasonably
withheld or delayed) cause:


 


		(a)	its rights in respect of all or part of its Contribution; or



 


		(b)	its obligations in respect of all or part of its Commitment; or



 


		(c)	a combination of (a) and (b); or



 


to be (in the case of its rights)
transferred to, or (in the case of its obligations) assumed by, a bank or financial institution or a trust, or fund or other entity
which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial
assets (a “Transferee Lender”) by delivering
to the Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Agent
(a “Transfer Certificate”) executed by the Transferor
Lender and the Transferee Lender,


 


Provided that neither
Borrower’s consent shall be required if the Transferor Lender is an affiliate of a Lender at the time of transfer or if an Event
of Default has occurred.


 


However any rights and obligations
of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with
the Agency and Trust Agreement.


 


		26.3	Transfer Certificate, delivery and notification



 


As soon as reasonably practicable
after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate
may be defective):


 


		(a)	sign the Transfer Certificate on behalf of itself, the Borrowers, the Security Parties, the Security
Trustee and each of the other Lenders;



 


		(b)	on behalf of the Transferee Lender, send to each Borrower and each Security Party letters or faxes
notifying them of the Transfer Certificate and attaching a copy of it; and



 


		(c)	send to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above



 


but the Agent shall only be
obliged to execute a Transfer Certificate delivered to it by the Transferor Lender and the Transferee Lender once it is satisfied
it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations
in relation to the transfer to that Transferee Lender.


 


		26.4	Effective Date of Transfer Certificate



 


A Transfer Certificate becomes
effective on the date, if any, specified in the Transfer Certificate as its effective date, Provided that it is signed by
the Agent under Clause 26.3 on or before that date.


 


		26.5	No transfer without Transfer Certificate



 


Except as provided in Clause
26.17, no assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective
in relation to, either Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected
by a Transfer Certificate.


 


		26.6	Lender re-organisation; waiver of Transfer Certificate



 


However, if a Lender enters
into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in another person (the
“successor”), the Agent may, if it sees fit,
by notice to the successor and the Borrowers and the Security Trustee waive the need for the execution and delivery of a Transfer
Certificate; and, upon service of the Agent’s notice, the successor shall become a Lender with the same Commitment and Contribution
as were held by the predecessor Lender.


 



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		26.7	Effect of Transfer Certificate



 


A Transfer Certificate takes
effect in accordance with English law as follows:


 


		(a)	to the extent specified in the Transfer Certificate, all rights and interests (present, future
or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender
absolutely, free of any defects in the Transferor Lender’s title and of any rights or equities which either Borrower or any
Security Party had against the Transferor Lender;



 


		(b)	the Transferor Lender’s Commitment is discharged to the extent specified in the Transfer
Certificate;



 


		(c)	the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor
Lender and a Commitment of an amount specified in the Transfer Certificate;



 


		(d)	the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable
to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification
of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than
those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;



 


		(e)	any part of the Loan which the Transferee Lender advances after the Transfer Certificate’s
effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor,
assuming that any defects in the transferor’s title and any rights or equities of either Borrower or any Security Party against
the Transferor Lender had not existed;



 


		(f)	the Transferee Lender becomes entitled to all the rights under the Finance Documents which are
applicable to the Lenders generally, including but not limited to those relating to the Lenders and those under Clause 5.7 and
Clause 20, and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled
to them; and



 


		(g)	in respect of any breach of a warranty, undertaking, condition or other provision of a Finance
Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to
recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether
the original Lender would have incurred a loss of that kind or amount.



 


The rights and equities of either
Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.


 


		26.8	Maintenance of register of Lenders



 


During the Security Period
the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and administrative details (including
the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with
Clause 26.4) of the Transfer Certificate; and the Agent shall make the register available for inspection by any Lender, the Security
Trustee and the Borrowers during normal banking hours, subject to receiving at least 3 Business Days’ prior notice.


 


		26.9	Reliance on register of Lenders



 


The entries on that register
shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments
and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to
the Finance Documents for all purposes relating to the Finance Documents.


 



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		26.10	Authorisation of Agent to sign Transfer Certificates



 


The Borrowers, the Security
Trustee, each Lender irrevocably authorises the Agent to sign Transfer Certificates on its behalf. The Borrower and each Security
Party irrevocably agrees to the transfer procedures set out in this Clause 26 and to the extent the cooperation of the Borrowers
and/or any Security Party shall be required to effect any such transfer, the Borrowers and such Security Party shall take all necessary
steps to afford such cooperation.


 


		26.11	Sub-participation; subrogation assignment



 


A Lender may sub-participate
all or any part of its rights and/or obligations under or in connection with the Finance Documents without the consent of, or any
notice to, either Borrower, any Security Party, the Agent or the Security Trustee; and the Lenders may assign, in any manner and
terms agreed by the Lenders, the Agent and the Security Trustee, all or any part of those rights to an insurer or surety who has
become subrogated to them.


 


		26.12	Disclosure of information



 


A Lender may disclose to a potential
Transferee Lender or sub-participant any information which the Lender has received in relation to either Borrower, any Security
Party or their affairs under or in connection with any Finance Document, unless the information is clearly of a confidential nature.


 


		26.13	Change of lending office



 


A Lender may change its lending
office by giving notice to the Agent and the change shall become effective on the later of:


 


		1.2	the date on which the Agent receives the notice; and



 


		1.3	the date, if any, specified in the notice as the date on which the change will come into effect.



 


		26.14	Notification



 


			On receiving such a notice, the Agent shall notify the Borrowers and the Security Trustee; and,
until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office of which
the Agent last had notice.



 


		26.15	Security over Lenders’ rights



 


			In addition to the other rights provided to Lenders under this Clause 26, each Lender may without
consulting with or obtaining consent from either Borrower or any Security Party, at any time charge, assign or otherwise create
a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document
to secure obligations of that Lender to a federal reserve or central bank.



 


		27	Variations and Waivers



 


		27.1	Variations, waivers etc. by Lenders



 


			Subject to Clause 27.2, a document shall be effective to vary, waive, suspend or limit any provision
of a Finance Document, or any Creditor Party’s rights or remedies under such a provision or the general law, only if the document
is signed, or specifically agreed to by fax, by the Borrowers, by the Agent on behalf of the Lenders, by the Agent and the Security
Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security
Party.



 



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		27.2	Variations, waivers etc. requiring agreement of all Lenders



 


However, as regards the following,
Clause 27.1 applies as if the words “by the Agent on behalf of the Lenders” were replaced by the words “by or on
behalf of every Lender”:


 


		(a)	a reduction in the rate of interest referred to in Clause 5.1;



 


		(b)	a postponement to the date for, or a reduction in the amount of, any payment of principal, interest,
fees or other sum payable under this Agreement;



 


		(c)	an increase in any Lender’s Commitment;



 


		(d)	a change to Clause 3 or this Clause 27;



 


		(e)	any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination
arrangement set out in a Finance Document; and



 


		(f)	any other change or matter as regards which this Agreement or another Finance Document expressly
provides that each Lender’s consent is required.



 


		27.3	Exclusion of other or implied variations



 


Except for a document which
satisfies the requirements of Clauses 27.1 and 27.2, no document, and no act, course of conduct, failure or neglect to act, delay
or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result
in the Creditor Parties or any of them (or any person acting on behalf of any of them) being taken to have varied, waived, suspended
or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising:


 


		27.4	a provision of this Agreement or another Finance Document; or



 


		(a)	an Event of Default; or



 


		(b)	a breach by either Borrower or a Security Party of an obligation under a Finance Document or the
general law; or



 


		(c)	any right or remedy conferred by any Finance Document or by the general law,



 


and there shall not be implied
into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised,
within a certain or reasonable time.


 


		28	Notices



 


		28.1	General



 


Unless otherwise specifically
provided, any notice under or in connection with any Finance Document shall be given by letter, fax or email; and references in
the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.


 



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		28.2	Addresses for communications



 


A notice by letter, fax or email
shall be sent:


 


		(a) 	to the Borrowers:





for the attention of:	16 Grigoriou Lambraki Street

(Premiera Mall)

Second Floor

16674 Glyfada, Athens Greece

Fax No: +30 210 963 8404


Stamatis Tsantanis /Christos Sigalas

snt@seangery.gr / csigalas@seanergy.gr




 


		(b)	to a Lender:     At the address below its name in Schedule 1 or (as the case may require) in the relevant Transfer
Certificate.



 


		(c)	to the Agent:	One Stamford Landing

62 Southfield Avenue, Suite 212

Stamford, CT 06902



Attn: Sean Durkin

Fax No: +1 (203) 487 3435

Email: sd@northernshippingfunds.com






 


		(d)	to
the Security Trustee:	One Stamford Landing

62 Southfield Avenue, Suite 212

Stamford, CT 06902



Attn: Sean Durkin

Fax No: +1 (203) 487 3435

Email: sd@northernshippingfunds.com





 


		 	or to such other address as the
relevant party may notify the Agent or, if the relevant party is the Agent or the Security Trustee, the Borrowers, the Lenders
and the Security Parties.



 


		28.3	Effective date of notices



 


Subject to Clauses 28.4 and
28.5:


 


		(a)	a notice which is delivered personally or posted shall be deemed to be served, and shall take effect,
at the time when it is delivered;



 


		(b)	a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after
its transmission is completed; and



 


		(c)	a notice which is sent by email shall be deemed to be served when the recipient acknowledges receipt.



 


		28.4	Service outside business hours



 


However, if under Clause 28.3
a notice would be deemed to be served:


 


		(a)	on a day which is not a business day in the place of receipt; or



 


		(b)	on such a business day, but after 5 p.m. local time,



 


the notice shall (subject to
Clause 28.5) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.


 


		28.5	Illegible notices



 


Clauses 28.3 and 28.4 do not
apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed
to be served that the notice has been received in a form which is illegible in a material respect.


 



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		28.6	Valid notices



 


A notice under or in connection
with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements
of this Agreement or, where appropriate, any other Finance Document under which it is served if:


 


		(a)	the failure to serve it in accordance with the requirements of this Agreement or other Finance
Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or



 


		(b)	in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the
party on which the notice was served what the correct or missing particulars should have been.



 


		28.7	Electronic communication



 


Any communication to be made
between the Agent and a Creditor Party or any Security Party under or in connection with the Finance Documents may be made by electronic
mail or other electronic means, if the Agent and, in the case of a communication to a Creditor Party, the relevant Creditor Party
(or in the case of a communication to a Security Party, the relevant Security Party):


 


		(a)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;



 


		(b)	notify each other in writing of their electronic mail address and/or any other information required
to enable the sending and receipt of information by that means; and



 


		(c)	notify each other of any change to their respective addresses or any other such information supplied
to them.



 


Any electronic communication
made between the Agent and a Lender or a Security Party will be effective only when actually received in readable form and, in
the case of any electronic communication made by a Creditor Party or a Security Party to the Agent, only if it is addressed in
such a manner as the Agent shall specify for this purpose.


 


		28.8	English language



 


Any notice under or in connection
with a Finance Document shall be in English.


 


		28.9	Meaning of “notice”



 


In this Clause 28, “notice”
includes any demand, consent, authorisation, approval, instruction, waiver or other communication.


 


		29	Joint and Several Liability



 


		29.1	General



 


All liabilities and obligations
of the Borrowers under this Agreement shall, whether expressed to be so or not, be several and, if and to the extent consistent
with Clause 29.2, joint.


 


		29.2	No impairment of a Borrower’s obligations



 


The liabilities and obligations
of a Borrower shall not be impaired by:


 


		(a)	this Agreement being or later becoming void, unenforceable or illegal as regards the other Borrowers



 



    	63



    	 



    




		(b)	any Lender or the Security Trustee entering into any rescheduling, refinancing or other arrangement
of any kind with the other Borrower;



 


		(c)	any Lender or the Security Trustee releasing the other Borrower or any Security Interest created
by a Finance Document; or



 


		(d)	any combination of the foregoing.



 


		29.3	Principal debtors



 


Each Borrower declares that it
is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement and the Finance
Documents and neither Borrower shall in any circumstances be construed to be a surety for the obligations of the other Borrower
under this Agreement.


 


		29.4	Subordination



 


Subject to Clause 29.5, during
the Security Period, neither Borrower shall:


 


		(a)	claim any amount which may be due to it from the other Borrower whether in respect of a payment
made, or matter arising out of, this Agreement or any Finance Document, or any matter unconnected with this Agreement or any Finance
Document; or



 


		(b)	take or enforce any form of security from the other Borrower for such an amount, or in any other
way seek to have recourse in respect of such an amount against any asset of the other Borrower; or



 


		(c)	set off such an amount against any sum due from it to the other Borrower; or



 


		(d)	prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure
involving the other Borrower or other Security Party; or



 


		(e)	exercise or assert any combination of the foregoing.



 


		29.5	Borrowers’ required action



 


If during the Security Period,
the Agent, by notice to a Borrower, requires it to take any action referred to in paragraphs (a) to (d) of Clause 29.4, in relation
to the other Borrower, that Borrower shall take that action as soon as practicable after receiving the Agent’s notice.


 


		30	Supplemental



 


		30.1	Rights cumulative, non-exclusive



 


The rights and remedies which
the Finance Documents give to each Creditor Party are:


 


		(a)	cumulative;



 


		(b)	may be exercised as often as appears expedient; and



 


		(c)	shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude
or limit any right or remedy conferred by any law.



 


		30.2	Severability of provisions



 


If any provision of a Finance
Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality
of the other provisions of that Finance Document or of the provisions of any other Finance Document.


 



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		30.3	Counterparts



 


A Finance Document may be executed
in any number of counterparts.


 


		30.4	Third party rights



 


A person who is not a party
to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any
term of this Agreement.


 


		31	Law and Jurisdiction



 


		31.1	English law



 


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


 


		31.2	Exclusive English jurisdiction



 


Subject to Clause 31.3, the
courts of England shall have exclusive jurisdiction to settle any Dispute.


 


		31.3	Choice of forum for the exclusive benefit of the Creditor Parties



 


Clause 31.2 is for the exclusive
benefit of the Creditor Parties, each of which reserves the right:


 


		(a)	to commence proceedings in relation to any Dispute in the courts of any country other than England
and which have or claim jurisdiction to that Dispute; and



 


		(b)	to commence such proceedings in the courts of any such country or countries concurrently with or
in addition to proceedings in England or without commencing proceedings in England.



 


No Borrower shall commence
any proceedings in any country other than England in relation to a Dispute.


 


		31.4	Process agent



 


Each Borrower irrevocably appoints
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 its agent to receive and accept on its behalf any process or
other document relating to any proceedings in the English courts which are connected with a Dispute.


 


		31.5	Creditor Party rights unaffected



 


Nothing in this Clause 31 shall
exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention
or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment
or any similar or related matter in any jurisdiction.


 


		31.6	Meaning of “proceedings” and “Dispute”



 


In this Clause
31, “proceedings” means proceedings of any kind,
including an application for a provisional or protective measure and a “Dispute”
means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity
or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement.


 



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		32	PATRIOT Act Notice



 


		32.1	PATRIOT Act Notice



 


Each of the
Creditor Parties hereby notifies the Borrowers that pursuant to the requirements of the PATRIOT Act and the policies and practices
of the Creditor Parties, each of the Creditor Parties is required to obtain, verify and record certain information and documentation
that identifies the Borrowers, which information includes the name and address of each Borrower and such other information that
will allow each of the Creditor Parties to identify the Borrowers in accordance with the PATRIOT Act.


 


THIS AGREEMENT has been entered
into on the date stated at the beginning of this Agreement.


 



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Schedule
1



Lenders and Commitments


 


	Lender	Lending Office	Commitment

(US Dollars)
	Northern Shipping Fund III LP	
        One Stamford Landing

        Suite 212 

        62 Southfield Avenue 

        Stamford 

        CT 06902, U.S.A.

         

        Attn: Sean Durkin

        Fax No: +1 (203) 487 3435

        Email: sd@northernshippingfunds.com

         
	32,000,000


 



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Schedule
2



Drawdown Notice


 


		To:	Northern Shipping Fund III LP

One Stamford Landing, Suite 212

62 Southfield Avenue

Stamford

CT 06902, U.S.A.


Attention: Sean Durkin





 


[l]
2016


 


DRAWDOWN NOTICE


 


		1	We refer to the loan agreement (the “Loan Agreement”) dated [l]
2016 and made between ourselves, as joint and several Borrowers, the Lenders referred to therein, and yourselves as Agent and as
Security Trustee in connection with a secured term loan facility of up to $32,000,000. Terms defined in the Loan Agreement have
their defined meanings when used in this Drawdown Notice.



 


		2	We request to borrow as follows:



 


		(a)	[Advance A], [Advance B];



 


		(b)	Amount of Advance: $[l];



 


		(c)	Drawdown Date: [l];



 


		(d)	Payment instructions : account in our name and numbered [l]
with [l] of [l].



 


		3	We represent and warrant that:



 


		(a)	the representations and warranties in Clause 10 of the Loan Agreement would remain true and not
misleading if repeated on the date of this notice with reference to the circumstances now existing; and



 


		(b)	no Event of Default or Potential Event of Default has occurred or will result from the borrowing
of that Advance.



 


		4	This notice cannot be revoked without the prior consent of the Lenders.



 





	 	[Name of Signatory]	 	[Name
of Signatory]	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	for and on behalf of	 	for and on behalf of	 
	 	LORD OCEAN NAVIGATION CO.	 	KNIGHT
OCEAN NAVIGATION CO.	 




 



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Schedule
3



Condition Precedent Documents


 


Part A


 


The following are the documents referred
to in Clause 9.1(a) required before the date of this Agreement.


 


		1	A duly executed original of:



 


		(a)	this Agreement;



 


		(b)	the Shares Pledges;



 


		(c)	the Agency and Trust Agreement;



 


		(d)	the Intercreditor Deed; and



 


		(e)	the Subordination Undertaking.



 


		2	Copies of the certificate of incorporation and constitutional documents of each Borrower, the Shareholder
and any other Security Party and any company registration documents in respect of either Borrower and any Security Party (including,
without limitation, any corporate register excerpts) required by the Agent.



 


		3	Copies of resolutions of the directors and shareholders of each Borrower, the Shareholder any other
Security Party (other than the Approved Manager), the Junior Lender and Seanergy (in the case of Seanergy resolutions of the directors
only) authorising the execution of each of the Finance Documents to which each is a party and, in the case of the Borrowers, authorising
named representatives to give the Drawdown Notices and other notices under this Agreement and ratifying the execution of the relevant
MOA.



 


		4	The original of any power of attorney under which any Finance Document is executed on behalf of
a Borrower, the Shareholder, any other Security Party (other than the Approved Manager), the Junior Lender and Seanergy.



 


		5	Copies of all consents which either Borrower or any Security Party requires to enter into, or make
any payment under, any Finance Document or the MOA to which is party.



 


		6	Certified true copies of the MOAs duly executed by the parties thereto.



 


		7	Such documentary evidence as the Agent and its legal advisers may require in relation to the due
authorisation and execution by the parties of the MOAs and of all other documents to be executed by the parties thereto.



 


		8	A survey report addressed to the Agent, stated to be for the
purposes of this Agreement and dated not earlier than 30 days before the first Drawdown Date from an independent marine surveyor
selected by the Agent in respect of the physical condition of the Ships.



 


		9	Evidence satisfactory to the Agent of the ultimate majority beneficial
owner(s) in the shares of the Borrower and the Shareholder.



 


		10	Duly executed W-8 tax form.



 


		11	Documentary evidence that the agent for service of process named in Clause 31 has accepted its
appointment.



 



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		12	Any documents required by the Agent in respect of each Borrower, the Shareholder and any other
Security Party (and their respective shareholders) to satisfy the Lenders’ “know your customer” and money laundering
requirements.



 


		13	Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws
of the Republic of Liberia, the Marshall Islands and such other relevant jurisdictions as the Agent may require.



 


		14	If the Agent so requires, in respect of any of the documents referred to above, a certified English
translation prepared by a translator approved by the Agent.



 



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Part B 


 


The following are the documents referred
to in Clause 9.1(b) required before each Drawdown Date. In Part B of this Schedule 3, the following definitions have the following
meanings:


 


		(a)	“Relevant Borrower” means, in the case of Advance A, Borrower A and, in the
case of Advance B, Borrower B; and



 


		(b)	“Relevant Ship” means, in the case of Advance A, Ship A and, in the case of
Advance B, Ship B.



 


		1	A duly executed original of the Mortgage, the General Assignment
(and of each document to be delivered by each of them), each in respect of the Relevant Ship and the Relevant Borrower.



 


		2	Documentary evidence that:



 


		(a)	the Relevant Ship has been unconditionally delivered by the Seller to, and accepted by, the relevant
Borrower under the relevant MOA and the Contract Price payable under that MOA (in addition to the part to be financed by the relevant
Advance) has been duly paid in full (together with a copy of each of the documents delivered by the relevant Seller to the Relevant
Borrower under that MOA (including but not limited to, the bill of sale, the commercial invoice and the protocol of delivery and
acceptance);



 


		(b)	the Relevant Ship has been registered in the name of the Relevant Borrower under an Approved Flag;



 


		(c)	the Relevant Ship is in the absolute and unencumbered ownership of the Relevant Borrower save as
contemplated by the Finance Documents and the Junior Finance Documents;



 


		(d)	the Relevant Ship maintains the highest class with a first class classification society which is
a member of IACS and acceptable to the Agent as the Agent may approve free of all recommendations and conditions of such classification
society;



 


		(e)	the Mortgage relating to each Relevant Ship has been duly registered or recorded against that Ship
as a valid first preferred or, as the case may be, priority mortgage in accordance with the laws of the Approved Flag State; and



 


		(f)	the Relevant Ship is insured in accordance with the provisions of this Agreement and all requirements
therein in respect of insurances have been complied with.



 


		3	Documents establishing that each Relevant Ship will, as from the relevant Drawdown Date, be managed
by the Approved Managers on terms acceptable to the Lenders, together with:



 


		(a)	each Approved Manager’s Undertaking relative thereto;



 


		(b)	copies of the Approved Managers’ Document of Compliance, that Ship’s Safety Management
Certificate (together with any other details of the applicable safety management system which the Agent requires); and



 


		(c)	a copy of the ISSC in respect of the Relevant Ship.



 


		4	For the purposes of the second Drawdown Date only, a valuation of each Ship addressed to the Agent
and stated to be for the purposes of this Agreement prepared in accordance with Clause 15.3 dated not earlier than [30] days prior
to the second Drawdown Date by an independent sale and purchase shipbroker selected by the Agent evidencing a Market Value acceptable
to the Agent.



 



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		5	For the purposes of the second Drawdown Date only, (i) evidence that the Borrowers have opened
the Deposit Account with the Account Bank, (ii) a duly executed original of the Account Pledge relevant to the Deposit Account
(and each document to be delivered pursuant thereto) and (iii) evidence that there is standing to the credit of the Deposit Account
an amount of $3,000,000. For the avoidance of doubt, if this condition precedent is not satisfied, the relevant amount shall be
deducted from the amount of the Advances and held in the Deposit Account in the name of the Agent in accordance with the provisions
of Clause 18.3



 


		6	A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters
relating to the insurances for the Relevant Ship as the Agent may require.



 


		7	Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws
of the Republic of Liberia and the Marshall Islands and such other relevant jurisdictions as the Agent may require.



 


		8	If the Agent so requires, in respect of any of the documents referred to above, a certified English
translation prepared by a translator approved by the Agent.



 


Each of the documents specified
in paragraphs 3 and 4 of Part A and every other copy document delivered under this Schedule shall be certified as a true and up
to date copy by a director or the secretary (or equivalent officer) of a Borrower.


 



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Schedule
4



Transfer Certificate


 


The Transferor and the Transferee accept
exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory
requirements applicable to them respectively.


 


		To:	Northern Shipping Fund III LP for itself and for and on behalf of each Borrower, each Security
Party, the Security Trustee and each Lender, as defined in the Loan Agreement referred to below.



 


[l]


 


		1	This Certificate relates to a Loan Agreement (the “Loan Agreement”) dated [l]
2016 and made between (1) Lord Ocean Navigation Co. and Knight Ocean Navigation Co. (together, the “Borrowers”
and each a “Borrower”) as joint and several Borrowers, (2) the banks and financial institutions named therein
as Lenders, (4) Northern Shipping Fund III LP as Agent and (6) Northern Shipping Fund III LP as Security Trustee for a loan facility
of up to $32,000,000.



 


		2	In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears,
have the same meanings and:



 


“Relevant Parties”
means the Agent, each Borrower, each Security Party, the Security Trustee and each Lender;


 


“Transferor”
means [full name] of [lending office]; and


 


“Transferee”
means [full name] of [lending office].


 


		3	The effective date of this Certificate is [l] Provided
that this Certificate shall not come into effect unless it is signed by the Agent on or before that date.



 


		4	The Transferor assigns to the Transferee absolutely all rights and interests (present, future or
contingent) which the Transferor has as Lender under or by virtue of the Loan Agreement and every other Finance Document in relation
to [l] per cent. of its Contribution, which percentage represents $[l].



 


		5	By virtue of this Certificate and Clause 26 of the Loan Agreement, the Transferor is discharged
[entirely from its Commitment which amounts to $[l]] [from [l]
per cent. of its Commitment, which percentage represents $[l]] and the Transferee acquires
a Commitment of $[l].]



 


		6	The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee
will observe and perform all the obligations under the Finance Documents which Clause 26 of the Loan Agreement provides will become
binding on it upon this Certificate taking effect.



 


		7	The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent
itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance
with Clause 26 of the Loan Agreement.



 



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		8	The Transferor:



 


		(a)	warrants to the Transferee and each Relevant Party that:



 


		(i)	the Transferor has full capacity to enter into this transaction and has taken all corporate action
and obtained all consents which are in connection with this transaction; and



 


		(ii)	this Certificate is valid and binding as regards the Transferor;



 


		(b)	warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to
all the rights and interests covered by the assignment in paragraph 4 above; and



 


		(c)	undertakes with the Transferee that the Transferor will, at its own expense, execute any documents
which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee’s title under this Certificate
or for a similar purpose.



 


		9	The Transferee:



 


		(a)	confirms that it has received a copy of the Loan Agreement and each of the other Finance Documents;



 


		(b)	agrees that it will have no rights of recourse on any ground against either the Transferor, the
Agent, the Security Trustee, any Lender in the event that:



 


		(i)	any of the Finance Documents prove to be invalid or ineffective;



 


		(ii)	either Borrower or any Security Party fails to observe or perform its obligations, or to discharge
its liabilities, under any of the Finance Documents;



 


		(iii)	it proves impossible to realise any asset covered by a Security Interest created by a Finance Document,
or the proceeds of such assets are insufficient to discharge the liabilities of the Borrowers or any Security Party under the Finance
Documents;



 


		(c)	agrees that it will have no rights of recourse on any ground against the Agent, the Security Trustee,
any Lender in the event that this Certificate proves to be invalid or ineffective;



 


		(d)	warrants to the Transferor and each Relevant Party that:



 


		(i)	it has full capacity to enter into this transaction and has taken all corporate action and obtained
all consents which it needs to take or obtain in connection with this transaction; and



 


		(ii)	this Certificate is valid and binding as regards the Transferee; and



 


		(e)	confirms the accuracy of the administrative details set out below regarding the Transferee.



 


		10	The Transferor and the Transferee each undertake with the Agent and the Security Trustee severally,
on demand, fully to indemnify the Agent and/or the Security Trustee in respect of any claim, proceeding, liability or expense (including
all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it,
except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent’s
or the Security Trustee’s own officers or employees.



 


		11	The Transferee shall repay to the Transferor on demand so much of any sum paid by the Transferor
under paragraph 10 as exceeds one-half of the amount demanded by the Agent or the Security Trustee in respect of a claim, proceeding,
liability or expense which was not reasonably foreseeable at the date of this Certificate; but nothing in this paragraph shall
affect the liability of each of the Transferor and the Transferee to the Agent or the Security Trustee for the full amount demanded
by it.



 



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	 	[Name of Transferor]	 	[Name of Transferee]	 
	 	 	 	 	 
	 	By:	 	By:	 
	 	 	 	 	 
	 	Date:	 	Date:	 



 


Agent 


Signed for itself and for and on behalf
of itself 


as Agent and for every other Relevant
Party 


Northern Shipping Fund III LP 


By: 


Date:


 



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Administrative Details of Transferee


 


Name of Transferee:


 


Lending Office:


 


Contact Person


 


(Loan Administration Department):


 


Telephone:


 


Fax:


 


Contact Person


 


(Credit Administration Department):


 


Telephone:


 


Fax:


 


Account for payments:


 


 


 


 


Note:This Transfer Certificate alone
may not be sufficient to transfer a proportionate share of the Transferor’s interest in the security constituted by the Finance
Documents in the Transferor’s or Transferee’s jurisdiction. It is the responsibility of each Lender to ascertain whether
any other documents are required for this purpose.


 



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Schedule
5



Repayment Schedule Per Advance


 


	 	Number of months after the final Drawdown Date	Both extension options exercised	Only first extension option exercised	No extension option exercised
	11                  1	27	450,000	450,000	450,000
	11                  2	30	450,000	450,000	450,000
	16                  3	33	450,000	450,000	450,000
	21                  4	36	450,000	450,000	14,650,000
	26                  5	39	450,000	450,000	 
	31                  6	42	450,000	450,000	 
	36                  7	45	450,000	450,000	 
	41                  8	48	450,000	12,850,000	 
	46                  9	51	450,000	 	 
	51                  10	54	450,000	 	 
	56                  11	57	450,000	 	 
	61                  12	60	11,050,000	 	 


 



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Schedule
6



Back End Interest Calculation Schedule Per Vessel/Advance


 


Subject to Clause
20.1(b):


 


	 	Scheduled 	 	 
	Number of months

 after the final 

Drawdown Date 	Outstanding	 	Back-end 
	 	Amount (US$) (i) (ii)	Percentage	Interest (US$)
	3 	14,500,000	1.75%	253,750
	6	14,500,000	1.75%	253,750
	9	14,500,000	1.75%	253,750
	12	14,500,000	1.75%	253,750
	15	14,500,000	1.75%	253,750
	18	14,500,000	1.75%	253,750
	21	14,500,000	1.75%	253,750
	24	14,500,000	1.75%	253,750
	27	15,550,000	1.75%	272,125
	30	15,100,000	1.75%	264,250
	33	14,650,000	1.75%	256,375
	36	14,200,000	1.75%	248,500
	39	13,750,000	1.75%	240,625
	42	13,300,000	1.75%	232,750
	45	12,850,000	1.75%	224,875
	48	12,400,000	1.75%	217,000
	51	11,950,000	1.75%	209,125
	54	11,500,000	1.75%	201,250
	57	11,050,000	1.75%	193,375
	60	10,600,000	1.75%	185,500
	 	 	 	 

 

		(i)	months 3- 24 are net of the Cash Flow Support Deposit of $1,500,000



 


		(ii)	the amount outstanding to be reduced by any amount  prepaid to cover the security cover shortfall
and the back-end interest payable to be reduced accordingly





 



    	78



    	 



    




Execution
Pages


 





	BORROWERS


SIGNED by Stamatios Tsantanis

for and on behalf of
LORD OCEAN NAVIGATION CO. 
in the presence of:


    /s/ Christos Sigalas

    Christos Sigalas



    SIGNED by Stamatios Tsantanis


    for and on behalf of

KNIGHT OCEAN NAVIGATION CO.

in the presence of:



    /s/ Christos Sigalas

    Christos Sigalas



    LENDERS


    SIGNED by


    for and on behalf of

NORTHERN SHIPPING FUND III LP 

in the presence of:




    	 
    

    

    

    )

    ) /s/ Stamatios Tsantanis

    )

    )

    

    

    

    

    

    

    )

    ) /s/ Stamatios Tsantanis

    )

    )

    )

    

    

    

    

    

    

    

    

    )

    )

    )

    )

    )
    






 






 



    	79



    	 



    




	AGENT

    

    SIGNED by

    

    for and on behalf of

NORTHERN SHIPPING FUND III LP

in the presence of:




    	

    

    )

    )
)
)

    )




 


 


 


 


 



	SECURITY TRUSTEE

    

    SIGNED by

    

    for and on behalf of

NORTHERN SHIPPING FUND III LP

in the presence of:




    	

    

    )

    )
)
)

    )










    	80