Seanergy Maritime Holdings Corp. (Form: F-1, Received: 02/22/2021 06:02:42)

SEANERGY MARITIME HOLDINGS CORP.

/s/ Stamatios Tsantanis

Stamatios Tsantanis

Chief Executive Officer

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As filed with the Securities and Exchange Commission on February 19, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Seanergy Maritime Holdings Corp.

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands			4412			N.A.
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification No.)

Seanergy Maritime Holdings Corp.

154 Vouliagmenis Avenue

166 74 Glyfada

Athens, Greece

Tel: +30 213 0181507

(Address and telephone number of Registrant’s principal executive offices)

With copy to:

Will Vogel

Watson Farley & Williams LLP

250 West 55th Street

New York, New York 10019

(212) 922-2200 (telephone number)

(212) 922-1512 (facsimile number)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

(302) 738-6680 (Phone)

(302) 738-7210 (Fax)

(Name, Address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered⁽¹⁾	Amount to be Registered	Proposed Maximum Aggregate Offering Price⁽²⁾	Amount of Registration Fee
Common shares, par value $0.0001 per share	7,031,183	$	$
Common shares, par value $0.0001 per share, underlying a pre-funded common share purchase warrant	955,730	$	$
Common shares, par value $0.0001 per share, underlying a common share purchase warrant	7,986,913	$	$
Common shares, par value $0.0001 per share, underlying notes convertible into common shares	32,262,501	$	$
Total	48,236,327	$76,695,760	$8,368

(1)

The common shares, including those issuable upon the exercise of a warrant and a pre-funded warrant to purchase common shares and upon conversion of convertible notes, are being registered for sale by the selling shareholders named in the prospectus. Under Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered include such indeterminate number of common shares as may be issuable with respect to the shares being registered in this registration statement as a result of any stock splits, stock dividends or other similar events.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act, using the average of the high and low prices of the registrant’s common shares as reported on the Nasdaq Capital Market on February 18, 2021, a date within five business days prior to the filing of this registration statement.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 19, 2021

PROSPECTUS

7,031,183 Common Shares

955,730 Common Shares Issuable upon Exercise of

an Outstanding Pre-Funded Warrant

7,986,913 Common Shares Issuable upon Exercise of

an Outstanding Common Share Purchase Warrant

32,262,501 Common Shares Issuable upon Conversion of

Outstanding Convertible Notes

Seanergy Maritime Holdings Corp.

This prospectus relates to the resale, from time to time, by the selling shareholders identified in this prospectus under the caption “Selling Shareholders,” or the Selling Shareholders, of an aggregate of up to 48,236,327 of our common shares, consisting of: (i) 7,031,183 common shares, par value $0.0001 per share, issued on January 8, 2021, (ii) 955,730 common shares issuable upon exercise of a pre-funded common share purchase warrant to purchase common shares at an exercise price of $0.0001 per common share, (iii) 7,986,913 common shares issuable upon exercise of a common share purchase warrant to purchase common shares at an exercise price of $0.70 per common share, and (iv) 32,262,501 common shares issuable upon conversion of certain outstanding convertible promissory notes, at a conversion price of $1.20 per common share.

We are not selling any common shares under this prospectus and will not receive any proceeds from the sale of common shares by the Selling Shareholders. We may receive proceeds from the cash exercise of the warrant and pre-funded warrant which, if exercised in cash with respect to all of the 8,942,643 common shares, would result in gross proceeds of approximately $5,590,935 to us. The Selling Shareholders will bear all commissions and discounts, if any, attributable to the sale of the shares.

The Selling Shareholders may sell the common shares offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Plan of Distribution.” The common shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.

Our common shares are listed on the Nasdaq Capital Market under the symbol “SHIP”. On February 18, 2021, the last reported sale price of our common shares on the Nasdaq Capital Market was $1.50 per share. Recently, the trading price of our common shares has increased significantly, which we believe is primarily attributable to the announcement of certain debt restructuring transactions in January 2021, including the Jelco Transactions described herein, our regaining compliance, on February 11, 2021, with Nasdaq listing rules concerning the minimum bid price of our common stock, and positive developments in the Capesize market, which is our area of operations. On December 31, 2020, the closing price of our common shares on the Nasdaq Capital Market was $0.5376 per share, as compared to $2.26, which was the closing price on February 16, 2021. There is a potential for rapid and substantial decreases in the price of our common shares, including decreases unrelated to our operating performance or prospects.

Investing in our securities involves a high degree of risk. See “Risk Factors” below, beginning on page 10, and in our Annual Report on Form 20-F for the year ended December 31, 2019, which is incorporated by reference herein, to read about the risks you should consider before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2021.

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ABOUT THIS PROSPECTUS			ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			iii
ENFORCEABILITY OF CIVIL LIABILITIES			v
PROSPECTUS SUMMARY			1
THE OFFERING			4
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA			6
RISK FACTORS			10
USE OF PROCEEDS			17
PLAN OF DISTRIBUTION			18
THE JELCO TRANSACTIONS			20
SELLING SHAREHOLDERS			23
CAPITALIZATION			24
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			26
DESCRIPTION OF CAPITAL STOCK			27
CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS			31
EXPENSES			34
LEGAL MATTERS			34
EXPERTS			34
WHERE YOU CAN FIND MORE INFORMATION			34
DOCUMENTS INCORPORATED BY REFERENCE			35

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ABOUT THIS PROSPECTUS

As permitted under the rules of the U.S. Securities and Exchange Commission, or the Commission, this prospectus incorporates important information about us that is contained in documents that we have previously filed with the Commission but that are not included in or delivered with this prospectus. You may obtain copies of these documents, without charge, from the website maintained by the Commission at www.sec.gov, as well as other sources. You may also obtain copies of the incorporated documents, without charge, upon written or oral request to Seanergy Maritime Holdings Corp., 154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece. Our telephone number is +30 213 01815071. See “Where You Can Find More Information.”

You should rely only on the information contained and incorporated by reference into this prospectus and in any free writing prospectus that we authorize to be distributed to you. We have not, and the Selling Shareholders have not, authorized anyone to provide you with additional or different information or to make representations other than those contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This document may only be used where it is legal to sell these securities. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus.

We obtained certain statistical data, market data and other industry data and forecasts used or incorporated by reference into this prospectus from publicly available information. While we believe that the statistical data, industry data, forecasts and market research are reliable, we have not independently verified the data, and we do not make any representation as to the accuracy of the information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this prospectus contain certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements in this prospectus and the documents incorporated by reference into this prospectus are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.

Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully in the section herein entitled “Risk Factors”. Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. In addition to these important factors and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, among other things:

•	changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand;

•	changes in seaborne and other transportation patterns;

•	changes in the supply of or demand for dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions;

•	changes in the number of newbuildings under construction in the dry bulk shipping industry;

•	changes in the useful lives and the value of our vessels and the related impact on our compliance with loan or financing arrangements covenants;

•	the aging of our fleet and increases in operating costs;

•	changes in our ability to complete future, pending or recent acquisitions or dispositions;

•	our ability to achieve successful utilization of our expanded fleet;

•	changes to our financial condition and liquidity, including our ability to pay amounts that we owe and obtain additional financing to fund capital expenditures, acquisitions and other general corporate activities;

•	risks related to our business strategy, areas of possible expansion or expected capital spending or operating expenses;

•	changes in our ability to leverage the relationships and reputation in the dry bulk shipping industry of V.Ships Limited, or V.Ships, and V.Ships Greece Ltd., or V.Ships Greece, our technical managers, and Fidelity Marine Inc., or Fidelity, our commercial manager;

•	changes in the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in our fleet;

•	changes in our relationships with our contract counterparties, including the failure of any of our contract counterparties to comply with their agreements with us;

•	loss of our customers, charters or vessels;

iii

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•	damage to our vessels;

•	potential liability from future litigation and incidents involving our vessels;

•	our future operating or financial results;

•	acts of terrorism, other hostilities, pandemics or other calamities (including, without limitation, the worldwide novel coronavirus, or COVID-19, outbreak);

•	risks associated with the length and severity of the ongoing COVID-19 outbreak, including its effects on demand for dry bulk products, crew changes and the transportation thereof;

•	changes in global and regional economic and political conditions;

•	changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the dry bulk shipping industry;

•	our ability to continue as a going concern; and

•

other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the U.S. Securities and Exchange Commission, or the Commission, including our most recent annual report on Form 20-F, which is incorporated by reference into this prospectus.

Should one or more of the foregoing risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.

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ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Republic of the Marshall Islands and our principal executive offices are located outside the United States. Certain of our directors and officers reside outside the United States. In addition, substantially all of our assets and the assets of certain of our directors and officers are located outside the United States. As a result, it may not be possible for you to serve legal process within the United States upon us or any of these persons. It may also not be possible for you to enforce, both in and outside the United States, judgments you may obtain in United States courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws.

Furthermore, there is substantial doubt that courts in jurisdictions outside of the U.S. (i) would enforce judgments of U.S. courts obtained in actions against us or our directors or officers based upon the civil liability provisions of applicable U.S. federal and state securities laws or (ii) would enforce, in original actions, liabilities against us or our directors or officers based on those laws.

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PROSPECTUS SUMMARY

This summary highlights certain information that appears elsewhere in this prospectus or in documents incorporated by reference herein, and this summary is qualified in its entirety by that more detailed information. This summary may not contain all of the information that may be important to you. We urge you to carefully read this entire prospectus and the documents incorporated by reference herein. As an investor or prospective investor, you should also review carefully the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in this prospectus and in our Annual Report on Form 20-F for the year ended December 31, 2019.

Unless the context otherwise requires, as used in this prospectus, the terms “Company,” “Seanergy,” “we,” “us” and “our” refer to Seanergy Maritime Holdings Corp. and all of its subsidiaries, and “Seanergy Maritime Holdings Corp.” refers only to Seanergy Maritime Holdings Corp. and not to its subsidiaries. We use the term deadweight ton, or dwt, in describing the size of our vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Unless otherwise indicated, all references in this prospectus to “$” or “dollars” are to U.S. dollars, and financial information presented in this prospectus is derived from the financial statements incorporated by reference in this prospectus that were prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP.

Overview

We are Seanergy Maritime Holdings Corp., an international shipping company specializing in the worldwide seaborne transportation of dry bulk commodities, primarily iron ore and coal. Our fleet currently consists of eleven modern-design Capesize vessels. We are the only pure-play Capesize shipping company listed in the U.S. capital markets. We believe we have established a reputation in the international dry bulk shipping industry for operating and maintaining vessels with high standards of performance, reliability and safety. Our management team is comprised of executives with extensive experience operating large and diversified fleets, who have strong relationships with a growing number of international charterers.

We manage our vessels’ operations, insurances, claims and bunkering and have the general supervision of our third-party technical and commercial managers. Pursuant to technical management agreements with our vessel owning or operating subsidiaries, V.Ships and V.Ships Greece, both independent third parties, provide technical management for our vessels that includes general administrative and support services, such as crewing and other technical management, accounting related to vessels and provisions. Fidelity, an independent third party, provides exclusive commercial management services for all of the vessels in our fleet pursuant to a commercial management agreement with Seanergy Management Corp., or Seanergy Management, our wholly-owned ship managing subsidiary. Seanergy Management provides us with certain other management services. Seanergy Shipmanagement Corp., our wholly owned ship management subsidiary, provides certain technical management services to the Leadership and the Goodship.

Our Fleet

Our Current Fleet

As of the date of this prospectus, we operate a fleet of 11 Capesize vessels, with a cargo-carrying capacity of approximately 1,926,117 dwt and an average age of approximately 12 years.

The following table lists the vessels in our fleet as of the date of this prospectus supplement:

Partnership

Capesize

179,213

2012

Hyundai

T/C Index Linked⁽¹⁾

Championship

Capesize

179,238

2011

Sungdong

T/C Index Linked⁽²⁾

Lordship

Capesize

178,838

2010

Hyundai

T/C Index Linked⁽³⁾

Premiership

Capesize

170,024

2010

Sungdong

T/C Index Linked⁽⁴⁾

Squireship

Capesize

170,018

2010

Sungdong

T/C Index Linked⁽⁵⁾

Knightship

Capesize

178,978

2010

Hyundai

T/C Index Linked⁽⁶⁾

Gloriuship

Capesize

171,314

2004

Hyundai

T/C Index Linked⁽⁷⁾

Geniuship

Capesize

170,058

2010

Sungdong

Voyage Charter⁽⁸⁾

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Fellowship

Capesize

179,701

2010

Daewoo

Voyage Charter⁽⁹⁾

Goodship

Capesize

177,536

2005

Mitsui Engineering

Voyage Charter

Leadership

Capesize

171,199

2001

Koyo – Imabari

Voyage Charter

TOTAL

1,926,117

(1)

This vessel is chartered by a major European utility and energy company and was delivered to the charterer on September 11, 2019, for a period of minimum 33 to maximum 37 months with an optional period of about 11 to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the 5 T/C routes of the Baltic Capesize Index (“BCI”). In addition, the time charter provides the option to convert the index linked rate to a fixed rate for a period of between 3 and 12 months based on the Capesize Forward Freight Agreement Rate (“FFA”) for the selected period.

(2)

This vessel is chartered by Cargill. The vessel was delivered to the charterer on November 7, 2018 for a period of employment of 60 months, with an additional period of about 24 to about 27 months at the charterer’s option. The net daily charter hire is calculated at an index linked rate based on the 5 T/C routes of the BCI plus a daily scrubber premium of $1,740 net. In addition, the time charter provides the option to convert the index linked rate to a fixed rate for a period of between 3 and 12 months based on the Capesize FFA for the selected period.

(3)

This vessel is chartered by a major European utility and energy company and was delivered to the charterer on August 4, 2019, for a period of minimum 33 to maximum 37 months with an additional period of about 11 to maximum 13 months at the charterer’s option. The net daily charter hire is calculated at an index linked rate based on the 5 T/C routes rate of the BCI plus a net daily scrubber premium of $3,735 until May 2021. In addition, the time charter provides the option to convert the index linked rate to a fixed rate for a period of between 3 and 12 months based on the Capesize FFA for the selected period.

(4)

This vessel is chartered by Glencore and was delivered to the charterer on November 29, 2019 for a period of minimum 36 to maximum 42 months with two additional periods of minimum 11 to maximum 13 months at the charterer’s option. The net daily charter hire is calculated at an index linked rate based on the 5 T/C routes rate of the BCI plus a net daily scrubber premium of $2,055.

(5)

This vessel is chartered by Glencore and was delivered to the charterer on December 19, 2019 for a period of minimum 36 to maximum 42 months with two additional periods of minimum 11 to maximum 13 months at the charterer’s option. The net daily charter hire is calculated at an index linked rate based on the 5 T/C routes rate of the BCI plus a net daily scrubber premium of $2,055.

(6)

This vessel is chartered by Glencore and was delivered to the charterer on May 15, 2020 for a period of about 36 to about 42 months with two additional periods of minimum 11 to maximum 13 months at the charterer’s option. The net daily charter hire is calculated at an index linked rate based on the 5 T/C routes rate of the BCI.

(7)

This vessel is chartered by Pacbulk, a dry bulk charter operator, and was delivered to the charterer on April 23, 2020 for a period of about 10 to about 14 months. On December 22, 2020 a second extension period was agreed up to minimum January 1, 2022 to maximum April 30, 2022. The net daily charter hire is calculated at an index linked rate based on the five T/C routes of the BCI. In addition, the time charter provides the option to convert the index linked rate to a fixed rate for a period of minimum 3 to maximum 12 months based on the Capesize FFA for the selected period.

(8)

This vessel has been fixed on T/C with Pacbulk and will be delivered to the charterer between March 1, 2021 and April 30, 2021 for a period of about 10 to about 14 months from the delivery date. The net daily charter hire is calculated at an index linked rate based on the five T/C routes of the BCI. In addition, the time charter provides the option to convert the index linked rate to a fixed rate for a period of minimum 3 to maximum 12 months based on the Capesize FFA for the selected period.

(9)

This vessel has been fixed on T/C with Anglo American, a leading global mining company, and will be delivered to the charterer in the beginning of Q2 2021 for a period of minimum 12 to maximum 15 months from the delivery date. The net daily charter hire is calculated at an index linked rate based on the five T/C routes of the BCI. In addition, the time charter provides the option to convert the index linked rate to a fixed rate for a period of minimum 3 to maximum 12 months based on the Capesize FFA for the selected period.

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Recent Developments

UniCredit Bank AG Extension and Amendments

On February 8, 2021, we entered into a supplemental agreement to the facility with UniCredit Bank AG secured by two of our Capesize vessels, the M/V Fellowship and the M/V Premiership. Pursuant to the supplemental agreement, (i) the maturity date of the facility was extended from December 29, 2020 to December 29, 2022, (ii) compliance with each of the Leverage Ratio and EBITDA to Net Interest Expense Ratio (each as defined therein) was waived retrospectively from the period that commenced June 30, 2020 through the maturity date, (iii) compliance with the Security Cover Ratio (as defined therein) was waived retrospectively from the period that commenced December 31, 2019 through the maturity date, (iv) the quarterly installments were reduced from $1.55 million to $1.2 million, effective as of the December 2020 installment and (iv) the applicable margin was increased from 3.2% to 3.5% with effect from December 29, 2020 until the maturity of the facility. The supplemental agreement became effective on February 9, 2021 following satisfaction of certain standard conditions precedent.

Amsterdam Trade Bank N.V. Amendments

On February 12, 2021, we entered into a supplemental agreement to the facility with Amsterdam Trade Bank N.V. secured by one of our Capesize vessels, the M/V Partnership. Pursuant to the supplemental agreement, (i) the Leverage Ratio (as defined therein) was amended to 85% from 75% previously, for the remaining duration of the facility, (ii) compliance with the EBITDA to Net Interest Expense Ratio (as defined therein) was waived for the period commencing June 30, 2020 through the maturity date and (iii) the Minimum required security cover (as defined therein) was amended to (a) 140% through and including June 30, 2021, (b) 145% during the period commencing July 1, 2021 through and including December 31, 2021 and (c) 150% thereafter and until the maturity of the loan. The supplemental agreement became effective on February 16, 2021 following satisfaction of certain standard conditions precedent.

Jelco Delta Holding Corp. (“Jelco”) Extensions and Amendments

On December 30, 2020, we entered into definitive documentation with Jelco, our junior creditor and a former affiliate of the Company, pursuant to which all maturities under the various loan facilities and convertible notes provided by Jelco were extended to December 2024. In connection with this transaction, we issued common shares, a pre-funded common share purchase warrant, and a common share purchase warrant to Jelco on January 8, 2021. These common shares, and the common shares underlying the pre-funded warrant and the warrant, along with common shares underlying certain outstanding convertible promissory notes held by Jelco, are being registered for resale, from time to time, pursuant to the registration statement of which this prospectus forms a part. Please see the section of this prospectus entitled “The Jelco Transactions.”

Vessel Acquisition

On February 12, 2021, we entered into a definitive agreement with an unaffiliated third party to purchase a Capesize vessel (the “Vessel”). The Vessel was built in 2006 at a reputable shipyard in Japan, has a cargo-carrying capacity of approximately 177,000 deadweight tons and shall be renamed M/V Tradership. The Vessel is expected to be delivered by the second quarter of 2021, subject to the satisfaction of certain customary closing conditions. Following her delivery, the size of our fleet will increase to 12 Capesize vessels with an aggregate cargo capacity of approximately 2,103,042 dwt and an average age of approximately 12.2 years. The gross purchase price of $17 million is expected to be funded with cash on hand.

Corporate Information

We were incorporated under the laws of the Republic of the Marshall Islands on January 4, 2008, originally under the name Seanergy Merger Corp., as a wholly owned subsidiary of Seanergy Maritime Corp. We changed our name to Seanergy Maritime Holdings Corp. on July 11, 2008. Our registered address is located at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960. Our registered agent in the Republic of the Marshall Islands is: The Trust Company of the Marshall Islands, Inc., Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960. Our principal executive office is located at 154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece. Our principal executive office telephone number is +30 213 0181507. Our corporate website address is www.seanergymaritime.com. The information contained on our website does not constitute part of this prospectus. The Commission maintains a website that contains reports, proxy and information statements, and other information that we file electronically at www.sec.gov.

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THE OFFERING

Common shares outstanding

154,859,455 common shares

Common shares offered by the Selling Shareholders

An aggregate of up to 48,236,327 of our common shares, consisting of: (i) 7,031,183 common shares, par value $0.0001 per share, issued on January 8, 2021, (ii) 955,730 common shares issuable upon exercise of a pre-funded common share purchase warrant to purchase common shares at an exercise price of $0.0001 per common share, (iii) 7,986,913 common shares issuable upon exercise of a common share purchase warrant to purchase common shares at an exercise price of $0.70 per common share, and (iv) 32,262,501 common shares issuable upon conversion of certain outstanding convertible promissory notes, at a conversion price of $1.20 per common share.

Terms of the offering

The Selling Shareholders, including their transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of the common shares offered by this prospectus from time to time on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. The common shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.

Use of proceeds

The Selling Shareholders will receive all of the proceeds from the sale of any common shares sold by them pursuant to this prospectus. We will not receive any proceeds from the sale of the common shares by the Selling Shareholders.

However, we will receive proceeds from the cash exercise of the common share purchase warrant and pre-funded common share purchase warrant which, if exercised in cash with respect to all of the 8,942,643 common shares underlying such warrants, would result in gross proceeds of approximately $5,590,935 to us. The Selling Shareholders will bear all commissions and discounts, if any, attributable to the sale of the shares.

See “Use of Proceeds” in this prospectus.

Listing

Our common shares, Class A Warrants, and Class B Warrants are listed on the Nasdaq Capital Market under the symbols “SHIP”, “SHIPW”, and “SHIPZ”, respectively.

Risk factors

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The number of our common shares issued and outstanding as shown above is based on 154,859,455 common shares issued and outstanding on February 19, 2021 and excludes, as of such date:

•	47,916 common shares issuable upon the exercise of outstanding Class A warrants at an exercise price of $480.00 per share, which warrants trade on the Nasdaq Capital Market under the ticker symbol “SHIPW” and expire in December 2021;

•	301,875 common shares issuable upon the exercise of outstanding Class B warrants at an exercise price of $16.00 per share, which warrants trade on the Nasdaq Capital Market under the ticker symbol “SHIPZ” and expire in May 2022;

•	113,970 common shares issuable upon the exercise of Class B warrants issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019, at an exercise price of $16.00 per share;

•	13,125 common shares issuable upon the exercise of a representative’s warrant issued to Maxim Group LLC in connection with our public offering which closed on May 13, 2019, at an exercise price per share of $16.00, which warrant expires in May 2022;

•	110,281 common shares issuable upon the exercise of a representative’s warrant issued to Maxim Group LLC in connection with our public offering which closed on April 2, 2020, at an exercise price per share of $3.40, which warrant expires in March 2023;

•	273,046 common shares issuable upon the exercise of outstanding Class D warrants at an exercise price of $1.60 per share, which warrants were issued in our public offering which closed on April 2, 2020 and expire in April 2025;

•	9,133,141 common shares issuable upon the exercise of outstanding Class E Warrants at an exercise price of $0.70 per share, which warrants were issued in our underwritten public offering which closed on August 20, 2020 and which expire in August 2025;

•	32,262,501 common shares, registered for resale hereunder, issuable upon the conversion of outstanding convertible promissory notes that we issued to Jelco, at a conversion price of $1.20 per common share;

•	7,986,913 common shares, registered for resale hereunder, issuable upon the exercise of the common share purchase warrant that we issued to Jelco on January 8, 2021, at an exercise price of $0.70 per common share, which expires in January 2026;

•	955,730 common shares, registered for resale hereunder, issuable upon the exercise of the pre-funded common share purchase warrant that we issued to Jelco on January 8, 2021, at an exercise price of $0.0001 per common share; and

•

8,571,428 common shares, which could be issued upon the exercise by Jelco of an option (on or before 45 days after the effectiveness of this prospectus), to purchase up to 4,285,714 additional units at a price of $0.70 per unit, each unit to immediately separate upon its issuance into one common share and one warrant to purchase a common share, in exchange for the forgiveness of principal under the Second Jelco Loan Facility in an amount equal to the aggregate purchase price of the units, and upon the subsequent exercise by Jelco of the warrants issued.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The information set forth below should be read in conjunction with “Capitalization” and our audited consolidated financial statements and related notes incorporated by reference herein.

We derived the following consolidated financial data for the years ended as of December 31, 2019 and 2018 and the three years then ended from our audited consolidated financial statements, as presented in our most recent annual report on Form 20-F, which is incorporated by reference in this prospectus. The selected historical consolidated financial information as of December 31, 2017, 2016 and 2015 and for the years ended December 31, 2016 and 2015 is derived from our audited consolidated financial statements that are not included in or incorporated by reference into this prospectus. We derived the following consolidated financial data for the six months ended June 30, 2020 and 2019 and as of June 30, 2020 from our unaudited interim consolidated financial statements that are incorporated by reference in this prospectus. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2020.

On January 7, 2016, we effected a 1-for-5 reverse split of our common shares. The reverse stock split became effective and our common shares began trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on January 8, 2016. On March 19, 2019, we effected a 1-for-15 reverse split of our common shares. The reverse stock split became effective and our common shares began trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on March 20, 2019. On June 30, 2020, we effected a 1-16 reverse stock split of our common shares. The reverse stock split became effective and our common shares began trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on June 30, 2020. As a result of these reverse stock splits, there was no change in the number of authorized shares or the par value of our common shares. All share and per share amounts disclosed herein give effect to these reverse stock splits retroactively, for all periods presented.

Based on our audited consolidated financial statements:

(Amounts in the tables below are in thousands of U.S. dollars, except for share and per share data.)

	Year Ended December 31,
	2019	2018	2017	2016	2015
Statement of Income Data:
Vessel revenue, net	86,499	91,520	74,834	34,662	11,223
Voyage expenses	(36,641)	(40,184)	(34,949)	(21,008)	(7,496)
Vessel operating expenses	(18,980)	(20,742)	(19,598)	(14,251)	(5,639)
Management fees	(989)	(1,042)	(1,016)	(895)	(336)
General and administration expenses	(5,989)	(6,500)	(5,081)	(4,134)	(2,804)
General and administration expenses - related party	—	—	—	—	(70)
Loss on bad debts	—	—	—	—	(30)
Amortization of deferred dry-docking costs	(844)	(634)	(870)	(556)	(38)
Depreciation	(11,016)	(10,876)	(10,518)	(8,531)	(1,865)
Impairment loss	—	(7,267)	—	—	—
Operating income / (loss)	12,040	4,275	2,802	(14,713)	(7,055)
Interest and finance costs	(15,216)	(16,415)	(12,277)	(7,235)	(1,460)
Interest and finance costs - related party	(8,629)	(8,881)	(5,122)	(2,616)	(399)
Gain on debt refinancing	—	—	11,392	—	—
Interest and other income	213	83	47	20	—
Foreign currency exchange losses, net	(52)	(104)	(77)	(45)	(42)
Total other expenses, net	(23,684)	(25,317)	(6,037)	(9,876)	(1,901)
Net loss before taxes	(11,644)	(21,042)	(3,235)	(24,589)	(8,956)
Income taxes	(54)	(16)	—	(34)	—
Net loss	(11,698)	(21,058)	(3,235)	(24,623)	(8,956)
Net loss per common share
Basic and diluted	(12.21)	(134.39)	(21.66)	(287.52)	(199.51)
Weighted average common shares outstanding
Basic and diluted	958,298	156,693	149,357	85,638	44,889

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	As of December 31,
	2019	2018	2017	2016	2015
Balance Sheet Data:
Total current assets	21,927	16,883	19,498	22,329	8,278
Vessels, net	253,781	243,214	254,730	232,109	199,840
Total assets	282,551	267,562	275,705	257,534	209,352
Total current liabilities, including current portion of long-term debt and other financial liabilities	237,281	36,263	34,460	21,230	9,250
Total liabilities	252,693	246,259	234,392	226,702	186,068
Common stock	3	—	—	—	—
Total stockholders’ equity	29,858	21,303	41,313	30,832	23,284
Shares issued and outstanding as at December 31,	1,681,253	166,639	154,081	141,968	81,343

	Year Ended December 31,
	2019	2018	2017	2016	2015
Cash Flow Data:
Net cash provided by (used in) operating activities	13,108	5,723	2,782	(15,339)	(4,737)
Net cash used in investing activities	(12,349)	(8,827)	(32,992)	(40,779)	(201,684)
Net cash provided by (used in) financing activities	6,351	(491)	25,341	68,672	206,902
Net increase / (decrease) in cash and cash equivalents and restricted cash	7,110	(3,595)	(4,869)	12,554	481

Based on our unaudited interim consolidated financial statements:

(Amounts in the tables below are in thousands of U.S. dollars, except for share and per share data.)

	Nine months ended September 30,
	2020	2019
Revenues:
Vessel revenue, net	43,032	58,730

Expenses:
Voyage expenses	(13,930)	(28,023)
Vessel operating expenses	(16,141)	(13,842)
Management fees	(773)	(742)
General and administrative expenses	(4,682)	(4,191)
Depreciation and amortization	(11,143)	(8,662)
Operating (loss) / income	(4,637)	3,270
Other expenses:
Interest and finance costs, net	(16,540)	(18,009)
Gain on debt refinancing	5,150	—
Other, net	(10)	(57)
Total other expenses, net:	(11,400)	(18,066)
Net loss	(16,037)	(14,796)

Net loss per common share, basic and diluted	(0.73)	(20.64)
Weighted average number of common shares outstanding, basic and diluted	21,863,024	716,844

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Performance Indicators

	Nine months ended September 30,
	2020	2019
Fleet Data:
Ownership days⁽¹⁾	2,795	2,730
Available days⁽²⁾	2,743	2,579
Operating days⁽³⁾	2,737	2,558
Fleet utilization⁽⁴⁾	97.9%	93.7%

Average Daily Results:
TCE rate⁽⁵⁾	$10,267	$12,004
Daily Vessel Operating Expenses⁽⁶⁾	$5,573	$5,032

Ownership days are the total number of calendar days in a period during which we owned or chartered in on bareboat basis each vessel in our fleet. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses recorded during that period.

Available days are the number of ownership days less the aggregate number of days that our vessels are off-hire due to major repairs, dry-dockings, lay-up or special or intermediate surveys. The shipping industry uses available days to measure the aggregate number of days in a period during which vessels are available to generate revenues. During the nine months ended September 30, 2020, we incurred 52 off-hire days for one vessel scrubber installation. During the nine months ended September 30, 2019, we incurred 151 off-hire days for two vessel surveys and scrubber installation on three of our vessels.

Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. Operating days include the days that our vessels are in ballast voyages without having fixed their next employment. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels could actually generate revenues. During the nine months ended September 30, 2020, we incurred 6 off-hires days due to other unforeseen circumstances. During the nine months ended September 30, 2019, we incurred 21 off-hires days due to other unforeseen circumstances.

4)	Fleet utilization is the percentage of time that our vessels were generating revenues and is determined by dividing operating days by ownership days for the relevant period.

Time Charter Equivalent, or TCE rate is defined as our net revenue less voyage expenses during a period divided by the number of our operating days during the period. Voyage expenses include port charges, bunker expenses, canal charges and other commissions. We include TCE rate, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable U.S. GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of TCE rate may not be comparable to that reported by other companies. The following table reconciles our net revenues to TCE rate.

	Nine months ended September 30,
	2020	2019
(In thousands of US Dollars, except operating days and TCE rate)
Net revenues from vessels	$42,032	$58,730

Voyage expenses	$(13,930)	$(28,023)
Net operating revenues	$28,102	$30,707
Operating days	2,737	2,558
Daily time charter equivalent rate	$10,267	$12,004

Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs. Daily Vessel Operating Expenses are calculated by dividing vessel operating expenses by ownership days for the relevant time periods. We include Daily Vessel Operating Expenses, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with vessel operating expenses, the most directly comparable U.S. GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of Daily Vessel Operating Expenses may not be comparable to that reported by other companies. The following table reconciles our vessel operating expenses to Daily Vessel Operating Expenses.

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	Nine months ended September 30,
	2020	2019
(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses)
Vessel operating expenses	$16,141	$13,842
Less: Pre-delivery expenses	565	104
Vessel operating expenses before pre-delivery expenses	$15,576	$13,738
Ownership days	2,795	2,730
Daily Vessel Operating Expenses	$5,573	$5,032

	Nine months ended September 30,
	2020	2019
EBITDA reconciliation:
Net loss	$(16,037)	$(14,796)
Add: Interest and finance costs, net	16,540	18,009
Add: Depreciation and amortization	11,143	8,662
Add: Taxes	—	32
EBITDA⁽¹⁾	$11,646	$11,907
Less: Gain on debt refinancing	(5,150)	—
Adjusted EBITDA⁽¹⁾	$6,496	$11,907

(1)

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) represents the sum of net income/(loss), interest and finance costs, interest income, depreciation and amortization and, if any, income taxes during a period. Adjusted EBITDA represents EBITDA adjusted to exclude the non-recurring gain on debt refinancing, which the Company believes is not indicative of the ongoing performance of its core operations. EBITDA and Adjusted EBITDA are not recognized measurements under U.S. GAAP. EBITDA and Adjusted EBITDA are presented as we believe that these measures are useful to investors as widely used means of evaluating operating profitability. EBITDA and Adjusted EBITDA as presented here may not be comparable to similarly titled measures presented by other companies. These non-GAAP measures should not be considered in isolation from, as a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP.

			As of September 30, 2020
Balance Sheet Data:
Total current assets			40,427
Vessels, net			259,964
Total assets			307,635
Total current liabilities, including current portion of long-term debt and other financial liabilities			41,403
Total liabilities			221,180
Common stock			7
Total stockholders’ equity			86,455
Shares issued and outstanding			66,314,985

	Nine months ended September 30,
	2020	2019
Cash Flow Data:
Net cash (used in) provided by operating activities	(14,612)	7,424
Net cash used in investing activities	(19,220)	(8,320)
Net cash provided by financing activities	53,098	8,850
Net increase in cash and cash equivalents and restricted cash	19,266	7,954

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RISK FACTORS

An investment in our securities involves a high degree of risk. Before making an investment in our securities, you should carefully consider all of the information included or incorporated by reference into this prospectus, including the risks described under the heading “Item 3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2019, which is incorporated by reference herein, and as updated by annual and other reports and documents we file with the Commission after the date of this prospectus and that are incorporated by reference herein. Please see the section of this prospectus entitled “Where You Can Find Additional Information.” The occurrence of one or more of those risk factors could adversely impact our business, financial condition or results of operations. When we offer and sell any securities pursuant to this prospectus, we may include additional risk factors relevant to such securities in future filings.

Risks Relating to Our Common Shares

The market price of our common shares has been and may in the future be subject to significant fluctuations. Further, there is no guarantee of a continuing public market to resell our common shares.

The market price of our common shares has been and may in the future be subject to significant price and volume fluctuations as a result of many factors, some of which are beyond our control. Among the factors that have in the past and could in the future affect our stock price are:

•	quarterly variations in our results of operations;

•	changes in market valuations of similar companies and stock market price and volume fluctuations generally;

•	changes in earnings estimates or the publication of research reports by analysts;

•	speculation in the press or investment community about our business or the shipping industry generally;

•	strategic actions by us or our competitors such as acquisitions or restructurings;

•	a thin trading market for our common shares, which makes it somewhat illiquid;

•	regulatory developments;

•	additions or departures of key personnel;

•	general market conditions; and

•	domestic and international economic, market and currency factors unrelated to our performance.

Recently, the trading price of our common shares has increased significantly, which we believe is primarily attributable to the announcement of certain debt restructuring transactions in January 2021, including the Jelco Transactions described herein, our regaining compliance, on February 11, 2021, with Nasdaq listing rules concerning the minimum bid price of our common stock, and positive developments in the Capesize market, which is our area of operations. On December 31, 2020, the closing price of our common shares on the Nasdaq Capital Market was $0.5376 per share, as compared to $2.26, which was the closing price on February 16, 2021. In addition, there has been volatility in our intra-day common share price. For example, the high and low intra-day prices on February 10, 2021 were $1.45 and $1.01, respectively. As a result, there is a potential for rapid and substantial decreases in the price of our common shares, including decreases unrelated to our operating performance or prospects.

The stock markets in general, and the markets for dry bulk shipping and shipping stocks in particular, have experienced extreme volatility. These broad market fluctuations may significantly affect the trading price of our common shares in a manner inconsistent with our actual operating performance or prospects.

Additionally, there is no guarantee of a continuing public market to resell our common shares. Our common shares commenced trading on the Nasdaq Global Market on October 15, 2008. Since December 21, 2012, our common shares have traded on the Nasdaq Capital Market. We cannot assure you that an active and liquid public market for our common shares will continue.

On July 15, 2019, we received written notification from the Nasdaq Stock Market, indicating that because the closing bid price of our common stock for 30 consecutive business days, from May 31, 2019 to July 12, 2019, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, we were not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the

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applicable grace period to regain compliance was 180 days, or until January 13, 2020. On January 14, 2020, we received written notification from the Nasdaq Stock Market, indicating that we were granted an additional 180-day grace period, until July 13, 2020, to cure our non-compliance with Nasdaq Listing Rule 5550(a)(2). We received written notification from the Nasdaq Stock Market dated April 17, 2020, granting an extension of the grace period to cure such non-compliance from July 13, 2020 to September 25, 2020. The extension was granted as part of Nasdaq’s determination to toll the compliance periods for all public companies, not meeting the continued listing requirements, such as the bid price requirement, due to the extraordinary market conditions and unprecedented turmoil in U.S financial markets. On June 30, 2020, we conducted a 1-for-16 reverse stock split. On July 15, 2020, the Nasdaq Stock Market confirmed that we regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock.

On September 30, 2020, we again received written notification from the Nasdaq Stock Market indicating that because the closing bid price of our common stock for 30 consecutive business days, from August 18, 2020 to September 29, 2020, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, we were not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance was 180 days, or until March 29, 2021. On February 11, 2021, the Nasdaq Stock Market confirmed that we regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock and this matter is now closed.

A possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to further price volatility in our common shares.

Investors may purchase our common shares to hedge existing exposure in our common shares or to speculate on the price of our common shares. Speculation on the price of our common shares may involve long and short exposures. To the extent aggregate short exposure exceeds the number of common shares available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our common shares for delivery to lenders of our common shares. Those repurchases may in turn, dramatically increase the price of our common shares until investors with short exposure are able to purchase additional common shares to cover their short position. This is often referred to as a “short squeeze.” Following such a short squeeze, once investors purchase the shares necessary to cover their short position, the price of our common shares may rapidly decline. A short squeeze could lead to volatile price movements in our shares that are not directly correlated to the performance or prospects of our company.

We may issue additional common shares or other equity securities without shareholder approval, which would dilute our existing shareholders’ ownership interests and may depress the market price of our common shares.

We may issue additional common shares or other equity securities of equal or senior rank in the future without shareholder approval in connection with, among other things, future vessel acquisitions, the repayment of outstanding indebtedness, and the conversion of convertible financial instruments.

Our issuance of additional common shares or other equity securities of equal or senior rank in these situations would have the following effects:

•	our existing shareholders’ proportionate ownership interest in us would decrease;

•	the proportionate amount of cash available for dividends payable on our common shares could decrease;

•	the relative voting strength of each previously outstanding common share could be diminished; and

•	the market price of our common shares could decline.

In addition, as of February 19, 2021, we may be obliged to issue additional common shares pursuant to the terms of outstanding warrants and convertible notes as follows:

•	47,916 common shares issuable upon the exercise of outstanding Class A warrants at an exercise price of $480.00 per share, which warrants trade on the Nasdaq Capital Market under the ticker symbol “SHIPW” and expire in December 2021;

•	301,875 common shares issuable upon the exercise of outstanding Class B warrants at an exercise price of $16.00 per share, which warrants trade on the Nasdaq Capital Market under the ticker symbol “SHIPZ” and expire in May 2022;

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•	113,970 common shares issuable upon the exercise of Class B warrants issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019, at an exercise price of $16.00 per share;

•	13,125 common shares issuable upon the exercise of a representative’s warrant issued to Maxim Group LLC in connection with our public offering which closed on May 13, 2019, at an exercise price per share of $16.00, which warrant expires in May 2022;

•	110,281 common shares issuable upon the exercise of a representative’s warrant issued to Maxim Group LLC in connection with our public offering which closed on April 2, 2020, at an exercise price per share of $3.40, which warrant expires in March 2023;

•	273,046 common shares issuable upon the exercise of outstanding Class D warrants at an exercise price of $1.60 per share, which warrants were issued in our public offering which closed on April 2, 2020 and expire in April 2025;

•	9,133,141 common shares issuable upon the exercise of outstanding Class E Warrants at an exercise price of $0.70 per share, which warrants were issued in our underwritten public offering which closed on August 20, 2020 and which expire in August 2025;

•	32,262,501 common shares, registered for resale hereunder, issuable upon the conversion of outstanding convertible promissory notes that we issued to Jelco, at a conversion price of $1.20 per common share;

•	7,986,913 common shares, registered for resale hereunder, issuable upon the exercise of the common share purchase warrant that we issued to Jelco on January 8, 2021, at an exercise price of $0.70 per common share, which expires in January 2026;

•	955,730 common shares, registered for resale hereunder, issuable upon exercise of the common share purchase pre-funded warrant that we issued to Jelco on January 8, 2021, at an exercise price of $0.0001 per common share; and

•

8,571,428 common shares, which could be issued upon the exercise by Jelco of an option (on or before 45 days after the effectiveness of the registration statement of which this prospectus forms a part), to purchase up to 4,285,714 additional units at a price of $0.70 per unit, each unit to immediately separate upon its issuance into one common share and one warrant to purchase a common share, in exchange for the forgiveness of principal under the Second Jelco Loan Facility in an amount equal to the aggregate purchase price of the units, and upon the subsequent exercise by Jelco of the warrants issued.

Our issuance of additional common shares upon the exercise of such warrants and convertible notes would cause the proportionate ownership interest in us of our existing shareholders, other than the exercising warrant or note holders, to decrease; the relative voting strength of each previously outstanding common share held by our existing shareholders to decrease; and, depending on our share price when and if these warrants or notes are exercised, may result in dilution to our shareholders.

Future issuances or sales, or the potential for future issuances or sales, of our common shares may cause the trading price of our securities to decline and could impair our ability to raise capital through subsequent equity offerings.

We have issued a significant number of our common shares and may do so in the future. Shares to be issued pursuant to the exercise of our outstanding warrants could cause the market price of our common shares to decline, and could have an adverse effect on our earnings per share. In addition, future sales of our common shares or other securities in the public markets, or the perception that these sales may occur, could cause the market price of our common shares to decline, and could materially impair our ability to raise capital through the sale of additional securities.

The market price of our common shares could decline due to sales, or the announcements of proposed sales, of a large number of common shares in the market, including sales of common shares by our large shareholders, or the perception that these sales could occur. These sales or the perception that these sales could occur could also depress the market price of our common shares and impair our ability to raise capital through the sale of additional equity securities or make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate. We cannot predict the effect that future sales of common shares or other equity-related securities would have on the market price of our common shares.

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The declaration and payment of dividends will always be subject to the discretion of our board of directors and will depend on a number of factors. Our board of directors may not declare dividends in the future.

The declaration, timing and amount of any dividend is subject to the discretion of our board of directors and will be dependent upon our earnings, financial condition, market prospects, capital expenditure requirements, investment opportunities, restrictions in our loan agreements, the provisions of Marshall Islands law affecting the payment of dividends to shareholders, overall market conditions and other factors. Our board of directors may not declare dividends in the future.

Further, Marshall Islands law generally prohibits the payment of dividends if the company is insolvent or would be rendered insolvent upon payment of such dividend, and dividends may be declared and paid out of our operating surplus. Dividends may also be declared or paid out of net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. We may be unable to pay dividends in any anticipated amount or at all.

Anti-takeover provisions in our restated articles of incorporation and third amended and restated bylaws could make it difficult for shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.

Several provisions of our restated articles of incorporation and third amended and restated bylaws could make it difficult for shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of our management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.

These provisions:

•	authorize our board of directors to issue “blank check” preferred stock without shareholder approval;

•	provide for a classified board of directors with staggered, three-year terms;

•	require a super-majority vote in order to amend the provisions regarding our classified board of directors; and

•	permit the removal of any director from office at any time, with or without cause, at the request of the shareholder group entitled to designate such director.

These anti-takeover provisions could substantially impede the ability of shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium.

Issuance of preferred shares may adversely affect the voting power of our shareholders and have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.

Our restated articles of incorporation currently authorize our board of directors to issue preferred shares in one or more series and to determine the rights, preferences, privileges and restrictions, with respect to, among other things, dividends, conversion, voting, redemption, liquidation and the number of shares constituting any series without shareholders’ approval. If our board of directors determines to issue preferred shares, such issuance may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable. The issuance of preferred shares with voting and conversion rights may also adversely affect the voting power of the holders of common shares. This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and our shareholders’ ability to realize any potential change of control premium.

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Risks Relating to Our Company

Our loan agreements and other financing arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations. In addition, because of the presence of cross-default provisions in our loan agreements and financing arrangements, a default by us under one loan could lead to defaults under multiple loans and financing arrangements.

Our loan agreements and other financing arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, customary covenants and event of default clauses, financial covenants, restrictive covenants and performance requirements, which may affect operational and financial flexibility. Such restrictions could affect, and in many respects limit or prohibit, among other things, our ability to pay dividends, incur additional indebtedness, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs.

As a result of these restrictions, we may need to seek permission from our lenders and other financing counterparties in order to engage in some corporate actions. Our lenders’ and other financing counterparties’ interests may be different from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interests, which may adversely impact our revenues, results of operations and financial condition.

A failure by us to meet our payment and other obligations, including our financial covenants and any security coverage requirements, could lead to defaults under our financing arrangements. Likewise, a decrease in vessel values or adverse market conditions could cause us to breach our financial covenants or security requirements (the market values of dry bulk vessels have generally experienced high volatility). In the event of a default that we cannot remedy, our lenders and other financing counterparties could then accelerate their indebtedness and foreclose on the respective vessels in our fleet. The loss of any of our vessels could have a material adverse effect on our business, results of operations and financial condition.

Because of the presence of cross-default provisions in our loan agreements, a default by us under a loan and the refusal of any one lender to grant or extend a waiver could result in the acceleration of our indebtedness under our other loans. A cross-default provision means that if we default on one loan, we would then default on our other loans containing a cross-default provision.

In the recent past, we have obtained waivers, deferrals and amendments of certain financial covenants, payment obligations and events of default under our loan facilities with our lenders, as previously disclosed. However, there can be no assurance that we will obtain similar waivers and deferrals from our lenders in the future, if needed, as we have obtained in the past.

For more information regarding our obligations under our current loan facilities, please see the sections entitled “Liquidity and Capital Resources” and “Description of Indebtedness” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2020, filed on Form 6-K on August 6, 2020, and the description of the amendments to certain of our loan facilities included in the reports on Form 6-K filed on January 15, 2021 and February 16, 2021, in each case incorporated by reference herein.

Our independent auditors have expressed doubt about our ability to continue as a going concern. The existence of such report may adversely affect our stock price, our business relationships and our ability to raise capital. There is no assurance that we will not receive a similar report for the year ended December 31, 2020.

Our financial statements for the year ending December 31, 2019 were prepared assuming that we will continue as a going concern and did not include any adjustments that might be necessary if we were unable to continue as a going concern. Accordingly, the financial statements did not include any adjustments that might result in the event we are unable to continue as a going concern. However, there were material uncertainties related to events or conditions which raise substantial doubt on our ability to continue as a going concern and, therefore, we may be unable to realize our assets and discharge our liabilities in the normal course of business. Our independent registered public accounting firm, Ernst & Young (Hellas) Certified Auditors-Accountants S.A., or EY, issued their opinion for such period with an explanatory paragraph in connection with our audited financial statements included in our annual report that expresses substantial doubt about our ability to continue as a going concern.

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This was mainly due to the fact that based on our cash flow projections, cash on hand and cash provided by operating activities did not seem to be sufficient to cover the liquidity needs that become due in the twelve-month period ending following the issuance of our financial statements for the year ended December 31, 2019, primarily scheduled interest payments, installments and balloon payments on certain of our debt facilities and other financing arrangements. Concerning the final balloon payments: (i) On March 17, 2020, and March 31, 2020 we entered into agreements with Alpha Bank SA for the extension of two loan facilities, secured by the M/V Leadership and M/V Squireship from March 18, 2020 and November 10, 2021 respectively to December 31, 2022; (ii) On June 26, 2020, we entered into a settlement agreement with Hamburg Commercial Bank AG (“HCOB”) for the facility secured by the M/V Geniuship and M/V Gloriuship (the “HCOB facility”), under which the $29.1 million outstanding balance was settled for $23.5 million. On July 17, 2020, the HCOB facility was refinanced by a new facility provided by certain nominees of Entrust Global secured by the same vessels; (iii) On February 8, 2021, we entered into definitive documentation with UniCredit Bank AG for the extension of the maturity of the UniCredit Bank AG facility secured by the M/V Premiership and M/V Fellowship, by two years, from December 2020 to December 2022; and (iv) On December 31, 2020 we have entered into definitive documentation with Jelco, pursuant to which all maturities under the various loan facilities and convertible notes provided by Jelco were extended to December 2024.

However, there can be no assurance that our independent registered public accounting firm’s report on our future financial statements for the year ended December 31, 2020 or any future period will not include a similar explanatory paragraph. Our independent registered public accounting firm’s expression of such doubt or our inability to overcome the factors leading to such doubt could have a material adverse effect on our stock price, our business relationships and ability to raise capital and therefore could have a material adverse effect on our business and financial prospects.

We have depended on Jelco, our former affiliated principal shareholder, for financing in the past and may not be able to secure such financing in the future.

We have relied on Jelco, a former affiliate of ours and formerly our principal shareholder, for funding for vessel acquisitions and general corporate purposes during 2015 through 2019. This has included convertible promissory notes and loan facilities, as further described under “Description of Indebtedness” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2020, filed on Form 6-K on August 6, 2020 and incorporated by reference herein. We cannot assure you that in the future we will be able to rely on Jelco for financing on similar terms or at all. Any inability to secure financing in the future from Jelco or from alternative financing sources could negatively affect our liquidity position and ability to fund our ongoing operations.

The novel coronavirus global pandemic, or other epidemics, could decrease the demand and supply for the raw materials we transport and the rates that we are paid to carry them, and could adversely affect our business, results of operations, or financial condition.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus first identified in China and its subsequent spread around the world (COVID-19) a global pandemic. The measures taken by governments worldwide in response to the outbreak, which included numerous factory closures and restrictions on travel, as well as labor shortages resulting from the outbreak, have reduced production of goods worldwide and decreased the amount of dry bulk commodities exported and imported worldwide. In addition, the increase in novel coronavirus cases in areas that constitute the main iron ore and coal exporters, such as Brazil, resulted in lower demand for our services, leading to lower revenues, cash flow and profitability. While some economies have re-opened in limited capacities and effective vaccines have already been developed, it is impossible to predict the exact course the virus will take over the next months until the majority of the population has been inoculated. As a result, there is increased uncertainty about how governments would respond to further waves of the virus, and how the behavior of our clients will change, if at all. Some experts fear that the economic consequences of the novel coronavirus could cause a recession that outlives the pandemic.

We have thus far been affected by the novel coronavirus pandemic as follows:

•

The pandemic had a negative impact on charter rates and therefore on our voyage revenues in 2020. We attribute the decrease in spot market charter rates, as compared with 2019, in part to the outbreak of the novel coronavirus and the reduction in demand for iron ore imports due to the disruption of regular inventory cycles.

•	Our vessels have been subject to quarantine checks upon arriving at certain ports. This has functionally limited the amount of cargo that we (and our competitors) are able to move because quarantine checks on arriving vessels have caused delays in loading and delivery of cargoes.

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•

Due to quarantine restrictions placed on persons, prohibitions of crew changes by local authorities and additional procedures using commercial aviation and other forms of public transportation, our crew has had difficulty embarking and disembarking on our ships. This has not thus far materially affected our ability to crew out vessels, although it has impacted our costs for rotating our crew.

The duration and severity of these short-term impacts of the novel coronavirus pandemic are unknown, and additional short-term impacts and long-term consequences are possible. We expect that the novel coronavirus pandemic could affect our business in the following ways, among others:

•

Besides reducing demand for cargo, the novel coronavirus pandemic may functionally reduce the amount of cargo that we and our competitors are able to move because countries worldwide have imposed quarantine checks and hygiene measures on arriving vessels and implementation of remote working arrangements, which have caused delays in loading and delivery of cargoes. It is also possible that our charterers may try to invoke force majeure clauses as a result of such delays or other disruptions. Delays have also been reported at Chinese shipyards for newbuildings, drydocks and other works, in vessel inspections and related certifications by class societies, customers or government agencies, as well as delays and shortages or a lack of access to required spare parts and lack of berths or shortages in labor, which may in turn delay any repairs to, or scheduled or unscheduled maintenance or modifications to, or drydocking of, our vessels.

•

Companies have also taken precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. These restrictions, and future prevention and mitigation measures, are likely to have an adverse impact on global economic conditions, which could materially and adversely affect our future operations. Potential health impact on our employees and on the workforces of our customers and business partners may also bring disruptions to our operations while additional costs related to new regulations, directives or practices implemented in response to the pandemic may adversely affect our business.

•

In addition, public health threats such as COVID-19, in any area, including areas where we do not operate, could disrupt international transportation, including the imposition of quarantine restrictions placed on travelers. Our crews generally work on a rotation basis, relying exclusively on international air transport for crew changes plan fulfillment. Any such disruptions could impact the cost of rotating our crew further, and possibly impact our ability to maintain a full crew synthesis onboard all our vessels at any given time. Additionally, we are particularly vulnerable to our crew members getting sick, as if even one of our crew members gets sick, local authorities could require us to detain and quarantine the ship and its crew for an unspecified amount of time, disinfect and fumigate the vessels, or take similar precautions, which would add costs, decrease our utilization, and substantially disrupt our cargo operations. If a vessel’s entire crew fell seriously ill, we may have substantial difficulty operating its vessel and may necessitate extraordinary external aid. Any of these public health threats and related consequences could adversely affect our financial results.

•

Potential shortages or a lack of access to required spare parts for our vessels, or potential delays in any repairs to, or scheduled or unscheduled maintenance or modifications or dry docking of, our vessels, as a result of a lack of berths available by shipyards from a shortage in labor or due to other business disruptions.

•	Delays in vessel inspections and related certifications by class societies customers or government agencies.

Although it is early to assess the long-term impact of the novel coronavirus pandemic on global markets, and particularly on the shipping industry, the pandemic has added and is expected to add further pressure to shipping freight rates. Further depressed rates could have a material adverse impact on our business, financial condition, results of operations, and cash flows. Effects of the current pandemic may also in the future result in reduced access to capital, including the ability to refinance any existing obligations, as a result of any credit tightening generally or due to continued declines in global financial markets, including to the prices of publicly-traded securities of us, our peers and of listed companies generally. We note that future impacts cannot be reasonably estimated at this time, may take some time to materialize and may not be fully reflected in the results for the year ended December 31, 2020.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of the common shares by the Selling Shareholders. The Selling Shareholders will receive all of the net proceeds from the sale of any common shares offered by them under this prospectus. See “Selling Shareholders.” However, we may receive proceeds from the cash exercise of the common share purchase warrant and pre-funded common share purchase warrant which, if exercised in cash with respect to all of the 8,942,643 common shares underlying such warrants, would result in gross proceeds of approximately $5,590,935 to us.

The Selling Shareholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Shareholders for brokerage, accounting, tax, legal services or any other expenses incurred by the Selling Shareholders in disposing of these common shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the common shares covered by this prospectus.

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PLAN OF DISTRIBUTION

The shares covered by this prospectus may be offered and sold from time to time by the Selling Shareholders. The term “Selling Shareholder” includes pledgees, donees, transferees or other successors in interest selling shares received after the date of this prospectus from each Selling Shareholder as a pledge, gift, partnership distribution or other sale in any privately negotiated transaction, or non-sale related transfer. The number of shares beneficially owned by a Selling Shareholder may decrease as and when it effects any such transfers. The plan of distribution for the Selling Shareholders’ shares sold hereunder will otherwise remain unchanged, except that the transferees, pledgees, donees or other successors will be Selling Shareholders hereunder. To the extent required, we may amend and supplement this prospectus from time to time to describe a specific plan of distribution.

The Selling Shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The Selling Shareholders may make these sales at prices and under terms then prevailing or at prices related to the then current market price. The Selling Shareholders may also make sales in negotiated transactions. The Selling Shareholders may offer their shares from time to time pursuant to one or more of the following methods:

•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•	one or more block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•	an exchange distribution in accordance with the rules of the applicable exchange;

•	public or privately negotiated transactions;

•	on the Nasdaq Capital Market (or through the facilities of any national securities exchange or U.S. inter-dealer quotation system of a registered national securities association, on which the shares are then listed, admitted to unlisted trading privileges or included for quotation);

•	through underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers;

•	to cover short sales;

•	a combination of any such methods of sale; and

•	any other method permitted pursuant to applicable law.

In connection with distributions of the shares or otherwise, the Selling Shareholders may:

•	enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume;

•	sell the shares short and redeliver the shares to close out such short positions;

•	enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of shares offered by this prospectus, which they may in turn resell; and

•	pledge shares to a broker-dealer or other financial institution, which, upon a default, they may in turn resell.

In addition to the foregoing methods, the Selling Shareholders may offer their shares from time to time in transactions involving principals or brokers not otherwise contemplated above, in a combination of such methods or described above or any other lawful methods. The Selling Shareholders may also transfer, donate or assign their shares to lenders, family members and others and each of such persons will be deemed to be a Selling Shareholder for purposes of this prospectus. The Selling Shareholders or their successors in interest may from time to time pledge or grant a security interest in some or all of the shares of common stock, and if the Selling Shareholders default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from to time under this prospectus; provided however in the event of a pledge or then default on a secured obligation by the Selling Shareholder, in order for the shares to be sold under this registration statement, unless permitted by law, we must file a prospectus supplement and/or amendment to this registration statement amending the list of Selling Shareholders to include the pledgee, secured party or other successors in interest of the Selling Shareholder under this prospectus.

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The Selling Shareholders may also sell their shares pursuant to Rule 144 under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information concerning the issuer, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding certain limitations in certain circumstances.

Sales through brokers may be made by any method of trading authorized by any stock exchange or market on which the shares may be listed or quoted, including block trading in negotiated transactions. Without limiting the foregoing, such brokers may act as dealers by purchasing any or all of the shares covered by this prospectus, either as agents for others or as principals for their own accounts, and reselling such shares pursuant to this prospectus. The Selling Shareholders may effect such transactions directly, or indirectly through underwriters, broker-dealers or agents acting on their behalf. In effecting sales, broker-dealers or agents engaged by the Selling Shareholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Shareholders, in amounts to be negotiated immediately prior to the sale (which compensation as to a particular broker-dealer might be in excess of customary commissions for routine market transactions).

In offering the shares covered by this prospectus, the Selling Shareholders, and any broker-dealers and any other participating broker-dealers who execute sales for the Selling Shareholders, may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Any profits realized by the Selling Shareholders and the compensation of such broker-dealers may be deemed to be underwriting discounts and commissions.

The Company is required to pay all fees and expenses incident to the registration of the shares other than broker and underwriter fees and commissions or legal fees or other costs of the Selling Shareholders.

The Company has agreed to indemnify the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

There can be no assurance that the Selling Shareholders will sell any or all of the common shares registered pursuant to the registration statement, of which this prospectus forms a part.

In order to comply with the securities laws of some states, if applicable, the common shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

The Selling Shareholders and any other person participating in a distribution of the common shares covered by this prospectus will be subject to the applicable provisions of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of any of the common shares by the Selling Shareholders and any other such person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the common shares to engage in market-making activities with respect to the common shares.

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THE JELCO TRANSACTIONS

Securities Purchase Agreement

On December 30, 2020, the Company and Jelco entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) which sets forth the terms of the restructuring of the outstanding loan facilities and convertible promissory notes between the Company and Jelco, consisting of a loan facility of originally up to $12.8 million (the “First Jelco Loan Facility”), a loan facility of originally up to $16.2 million (the “Second Jelco Loan Facility”), a loan facility of originally $7.0 million (the “Fourth Jelco Loan Facility” and together with the First Jelco Loan Facility and the Second Jelco Loan Facility, the “Jelco Loan Facilities”), a convertible promissory note in the outstanding principal amount of $3.8 million (the “First Jelco Note”), a revolving convertible promissory note in the principal amount of $21.2 million (the “Second Jelco Note”) and a convertible promissory note in the outstanding principal amount of $13.75 million (the “Third Jelco Note” and together with the First Jelco Note and Second Jelco Note, the “Jelco Notes”). Please see the section entitled “Description of Indebtedness” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2020, filed on Form 6-K on August 6, 2020 and incorporated by reference herein, for a description of the terms of the Jelco Loan Facilities and the Jelco Notes.

Pursuant to the Securities Purchase Agreement:

•	The Company prepaid $6.5 million of the principal amount of the Second Jelco Loan Facility on December 31, 2020.

•

In exchange for the settlement of all accrued and unpaid interest under the Jelco Loan Facilities and Jelco Notes through December 31, 2020 in an aggregate amount of $4.3 million and an amendment fee of $1.2 million, the Company issued, on January 8, 2021, 7,986,913 units (“Units”) at a price of $0.70 per Unit, with each Unit consisting of one common share of the Company (or, at Jelco’s option, one pre-funded warrant in lieu of such common share) and one warrant to purchase one common share at an exercise price of $0.70.

•

The Company granted Jelco an option, exercisable only once until 45 days after the effectiveness of the resale registration statement described below, to purchase up to 4,285,714 additional Units at a price of $0.70 per Unit in exchange for the forgiveness of principal under the Second Jelco Loan Facility in an amount equal to the aggregate purchase price of the Units.

•	The Company granted Jelco customary registration rights as described below.

•

The Company and Jelco agreed to amend the terms of each of the Jelco Loan Facilities and Jelco Notes pursuant to the omnibus supplemental agreements described below, including to extend the maturity date to December 31, 2024, to reduce the annual interest rate to 5.5% and to amend the conversion price under the Jelco Notes to $1.20 per common share.

•

Jelco agreed to a standstill undertaking, applicable for at least as long as the common shares are listed on Nasdaq, precluding any acquisition of the common shares, including through the exercise of warrants or the conversion of the Jelco Notes, to the extent that it would result in Jelco or its affiliates beneficially owning, including controlling the voting or disposition of, more than 9.99% of the outstanding common shares after giving effect to the acquisition.

•	Jelco waived any and all prior breaches and events of default under the Jelco Loan Facilities and Jelco Notes.

The Securities Purchase Agreement and the transactions contemplated therein were approved by an independent committee of the Company’s board of directors.

The terms of the warrant and pre-funded warrant issued as part of Units are substantially the same as those of the Class E warrants and pre-funded warrants issued in the Company’s underwritten public offering in August 2020. The common shares issued and issuable on exercise of the warrant and pre-funded warrant issued pursuant to the Securities Purchase Agreement are being registered for resale under this prospectus.

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Registration Rights Agreement

On December 31, 2020, the Company and Jelco entered into a registration rights agreement pursuant to which the Company agreed to file a registration statement covering the resale by Jelco of:

(i)	7,986,913 common shares issued (or issuable upon exercise of the pre-funded warrant issued) on January 8, 2021 pursuant to the Securities Purchase Agreement;

(ii)	7,986,913 common shares issuable upon the exercise, at an exercise price of $0.70 per common share, of the warrant issued on January 8, 2021 pursuant to the Securities Purchase Agreement;

(iii)

any common shares which are issued (or issuable upon exercise of the warrant or pre-funded warrant issued) prior to the filing of the registration statement pursuant to Jelco’s option to purchase additional Units described above; and

(iv)	32,262,501 common shares if issued upon conversion of the Jelco Notes at a conversion price of $1.20 per common share.

The registration rights agreement also provides for piggyback registration rights, with customary cutbacks, with respect to such common shares.

Omnibus Loan Supplemental Agreement

On December 31, 2020, the Company entered into an omnibus supplemental agreement (the “Omnibus Loan Supplemental Agreement”), amending each of the Jelco Loan Facilities to reflect the changes agreed with Jelco in the Securities Purchase Agreement, including:

(i)	accrued and unpaid interest of an aggregate of $1.92 million through December 31, 2020 was deemed fully and finally settled;

(ii)	the interest rate payable from January 1, 2021 through the maturity date was fixed at 5.5% per annum;

(iii)

the maturity date was extended to December 31, 2024;

(iv)

the addition of cash sweep provisions whereby the Company will make prepayments semi-annually commencing the fiscal quarter ending March 31, 2021 of the greater of the Company’s cash balances in excess of $25.0 million or the revenue of the Company’s Capesize fleet attributable to a time charter equivalent rate in excess of $18,000 but not exceeding $21,000;

(v)	a mandatory prepayment on each of December 31, 2022 and December 31, 2023 of $8.0 million less any prepayments previously made under the cash sweep provisions;

(vi)	an option to apply the proceeds of any cash exercise of the warrants issued to Jelco as part of Units as a prepayment;

(vii)

an amendment to the existing mandatory prepayment provisions in the First Jelco Loan Facility and Fourth Jelco Loan Facility such that the Company will make a mandatory prepayment of an amount equal to 25% of the net proceeds of any future public offering and any cash exercise of the Company’s outstanding Class E warrants (the prepayment obligations set forth in (iv)-(vii) above, the “Mandatory Prepayment Obligations”); and

(viii)

a cap of $12.0 million on all Mandatory Prepayment Obligations in any calendar year.

Following the closing of the transactions described herein on December 31, 2020, an aggregate of $16.9 million was outstanding under the Jelco Loan Facilities.

Omnibus Note Supplemental Agreement

On December 31, 2020, the Company entered into an omnibus supplemental agreement (the “Omnibus Note Supplemental Agreement”), amending each of the Jelco Notes to reflect the changes agreed with Jelco in the Securities Purchase Agreement, including:

(i)	accrued and unpaid interest of an aggregate of $2.43 million through December 31, 2020 was deemed fully and finally settled;

(ii)	the interest rate payable from January 1, 2021 through the maturity date was fixed at 5.5% per annum;

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(iii)

the maturity date was extended to December 31, 2024;

(iv)	the conversion price was amended to $1.20 per common share;

(v)	the existing conversion provision was amended to include a beneficial ownership limitation of 9.99% of the number of the common shares outstanding immediately after giving effect to the issuance of common shares issuable upon conversion; and

(vi)	the addition of provisions analogous to the Mandatory Prepayment Obligations requiring mandatory prepayment of the Jelco Notes following the full repayment of the Jelco Loan Facilities, and a cap of $12.0 million on all such mandatory prepayment obligations in any calendar year.

Following the closing of the transactions described herein on December 31, 2020, an aggregate of $38.7 million was outstanding under the Jelco Notes.

The foregoing summary description of the agreements entered into with Jelco is not complete and is qualified by reference to the full text of the agreements attached as exhibits hereto.

Dissolution of Shipping Committee

In connection with the transactions described above, the Company’s board of directors resolved to dissolve its Shipping Committee effective upon the entry into the Securities Purchase Agreement. The Shipping Committee had been delegated exclusive authority to consider and vote upon all matters involving shipping and vessel finance, subject to certain limitations, and Jelco had the right to appoint two of the three members of the Shipping Committee from members of the Company’s board of directors.

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SELLING SHAREHOLDERS

This prospectus relates to up to 48,236,327 common shares that the Selling Shareholders may sell in one or more offerings, consisting of: (i) 7,031,183 common shares, par value $0.0001 per share, issued on January 8, 2021, (ii) 955,730 common shares issuable upon exercise of a pre-funded warrant to purchase common shares at an exercise price of $0.0001 per common share, (iii) 7,986,913 common shares issuable upon exercise of a warrant to purchase common shares at an exercise price of $0.70 per common share, and (iv) 32,262,501 common shares issuable upon the conversion of the Jelco Notes, at a conversion price of $1.20 per common share. Such common shares are being registered for resale pursuant to the registration rights agreement dated December 31, 2020, as described under “The Jelco Transactions” above.

The registration of these common shares does not mean that the Selling Shareholders will sell or otherwise dispose of all or any of those securities. The Selling Shareholders may sell or otherwise dispose of all, a portion or none of such common shares from time to time. We do not know the number of common shares, if any, that will be offered for sale or other disposition by any of the Selling Shareholders under this prospectus. The Selling Shareholders identified below may in the future hold or acquire our common shares or warrants to purchase our common shares in addition to the securities described herein, subject to the terms of the Securities Purchase Agreement restricting Jelco’s beneficial ownership to 9.99% of our outstanding common shares. In addition, the Selling Shareholders identified below may sell, transfer, assign or otherwise dispose of some or all of the common shares covered hereby in private placement transactions exempt from or not subject to the registration requirements of the Securities Act.

To our knowledge, the Selling Shareholders do not have nor have had within the past three years, any position, office or other material relationship with us or any of our predecessors or affiliates, other than as described in this prospectus and the documents incorporated by reference herein.

The following table sets forth certain information with respect to each Selling Shareholder, including (i) the common shares beneficially owned by the Selling Shareholder prior to this offering, (ii) the number of common shares offered by the Selling Shareholder pursuant to this prospectus and (iii) the Selling Shareholder’s beneficial ownership after completion of this offering, assuming that all of the common shares covered hereby (but none of the other common shares held by the Selling Shareholders) are sold.

We have prepared the following table based on information supplied to us by the Selling Shareholders on or prior to the date hereof, and we have not sought to verify such information. Ownership and percentage ownership are determined in accordance with the rules and regulations of the Commission regarding beneficial ownership and include voting or investment power with respect to common shares. This information does not necessarily indicate beneficial ownership for any other purpose. In computing the number of common shares beneficially owned by a Selling Shareholder and the percentage ownership of that Selling Shareholder, common shares underlying warrants held by that selling stockholder that are exercisable as of the date hereof, or exercisable within 60 days after the date hereof, are deemed outstanding. Such common shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The calculation of percentage of beneficial ownership is based on 154,859,455 common shares issued and outstanding as of February 19, 2021. The number of common shares owned prior to this offering and the number of common shares owned following this offering in the table below do not give effect to the beneficial ownership blockers contained in the warrants and convertible notes held by the Selling Shareholders, but the percentages in the table below do give effect to such beneficial ownership blockers.

Selling Shareholder			Total Number of Common Shares Owned Prior to This Offering			Percentage of Outstanding Shares Owned Prior to This Offering⁽¹⁾			Maximum Number of Common Shares Which May Be Sold in This Offering			Number of Shares Owned Following This Offering⁽²⁾			Percentage of Outstanding Shares Owned Following This Offering⁽²⁾
Jelco Delta Holding Corp.⁽³⁾			57,414,267			9.99%			48,236,327			9,177,940			4.5%

(1)	Based on 154,859,455 common shares issued and outstanding as of February 19, 2021.

(2)

Based on 154,859,455 common shares issued and outstanding as of February 19, 2021, and assuming all shares offered hereby underlying warrants and convertible notes are issued, the Selling Shareholder sells all common shares offered pursuant to this prospectus and no common shares are issued pursuant to other outstanding warrants of the Company.

(3)

The common shares beneficially owned by Jelco include (i) 113,970 common shares issuable upon exercise of the Class B Warrants held by Jelco, (ii) 32,262,501 common shares issuable upon conversion of the Jelco Notes, (iii) 7,986,913 common shares issuable upon exercise of a common share purchase warrant at an exercise price of $0.70 per common share issued on January 8, 2021, (iv) 955,730 common shares issuable upon exercise of a pre-funded common share purchase warrant issued on January 8, 2021, and (v) 4,285,714 common shares, and 4,285,714 common shares underlying the common share purchase warrant, which Jelco has an option to acquire pursuant to the Securities Purchase Agreement, in each case subject to a 9.99% beneficial ownership blocker. The number of shares owned reported in this paragraph and in the table above do not give effect to such 9.99% beneficial ownership blockers, but the percentages in the table above do give effect to such beneficial ownership blockers.

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CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2020:

•	on an actual basis;

•

on an as adjusted basis, to give effect to events that have occurred between October 1, 2020 and February 19, 2021: (a) $8.9 million of installments paid under our secured long-term debt and other financial liabilities since September 30, 2020, (b) 2,000,000 common shares issued in October 2020 following the partial exercise of the remaining outstanding pre-funded warrants related to the underwritten public offering which closed on August 20, 2020, (c) repayment of $6.5 million on December 31, 2020 under one of the Jelco loans pursuant to the terms of the Securities Purchase Agreement entered into with Jelco on December 30, 2020, (d) 7,031,183 common shares issued and 955,730 common shares issuable upon exercise (currently not exercised) of one pre-funded warrant issued on January 8, 2021 to Jelco pursuant to the Securities Purchase Agreement entered into on December 30, 2020 in exchange for settlement of payment of accrued and unpaid interest under the Jelco loan facilities and convertible notes through December 31, 2020 in an aggregate amount of $4.3 million and an amendment fee of $1.2 million (shown net of debt as a deferred finance cost, the accounting treatment of which has not been finalized as of the date hereof), (e) repayment of $2.2 million on February 11, 2021 under two of the Jelco loans pursuant to the terms of the Securities Purchase Agreement entered into with Jelco on December 30, 2020 using proceeds from the exercise of Class E warrants issued in our underwritten public offering which closed on August 20, 2020, (f) 31,763,287 common shares issued up to February 19, 2021 following exercises of Class E warrants in exchange for gross and net proceeds of $22.2 million, (g) the issuance of 3,600,000 restricted shares of common stock pursuant to our equity incentive plan and (h) the sale of 44,150,000 common shares to the public offering which closed on February 19, 2021 at a price of $1.70 per common share, in exchange for gross proceeds of $75.1 million, or net proceeds of approximately $70 million after deducting underwriting expenses, commissions related to the offering and other fees; and

•

on an as further adjusted basis, to give effect to (i) the exercise of the pre-funded warrant issued to Jelco on January 8, 2021 to purchase 955,730 common shares at an exercise price of $0.0001 per common share, (ii) the exercise of the warrant issued to Jelco on January 8, 2021 to purchase 7,986,913 common shares at an exercise price of $0.70 per common share, and (iii) the issuance of 32,262,501 common shares upon the conversion of $38,715,000 principal amount under certain convertible notes held by Jelco.

There have been no significant adjustments to our capitalization since September 30, 2020 through February 19, 2021, other than the adjustments described above. The historical data in the table is derived from, and should be read in conjunction with, our historical financial statements included in this prospectus. You should also read this table in conjunction with the information included in our financial results for the nine months ended September 30, 2020 in our Report on Form 6-K, filed with the Commission on November 20, 2020 which is incorporated by reference herein.

(All figures in thousands of U.S. dollars, except for share amounts)	Actual (unaudited)	As Adjusted (unaudited)*	As Further Adjusted (unaudited)*
Debt:
Secured long-term debt, other financial liabilities and due to related parties (net of deferred finance costs of $2,387)	183,454	165,440	165,440
Convertible notes (net of deferred finance costs of $163)	18,547	17,773	—
Total debt	202,001	183,213	165,440

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(All figures in thousands of U.S. dollars, except for share amounts)	Actual (unaudited)	As Adjusted (unaudited)*	As Further Adjusted (unaudited)*
Shareholders’ equity:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued	—	—	—
Common shares, $0.0001 par value; 500,000,000 authorized shares as at September 30, 2020; 66,314,985 shares issued and outstanding as at September 30, 2020; 154,859,455 shares issued and outstanding as adjusted; 196,064,599 shares issued and outstanding as further adjusted	$7	$16	$20
Additional paid-in capital	478,726	576,533	620,835
Accumulated deficit	(392,278)	(392,278)	(413,220)
Total Shareholders’ equity	86,455	184,271	207,635
Total capitalization	288,456	367,484	373,075

The As Adjusted Additional paid-in capital and the accumulated deficit do not include: (i) the incentive plan charges from October 1, 2020 through February 19, 2021 for the shares of common stock issued pursuant to our equity incentive plan and (ii) adjustments for the Jelco transaction completed on December 31, 2020, including the fair value, if any, of the units issued, as their impact cannot be determined as of the date hereof.

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SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets out information, of which we are aware as of the date of this prospectus, regarding the beneficial ownership of our common shares by (i) the owners of more than five percent of our outstanding common shares and (ii) our directors and executive officers. All of the shareholders, including the shareholders listed in this table, are entitled to one vote for each common share held.

Identity of Person or Group	Number of Shares Owned	Percent of Class
Claudia Restis⁽¹⁾	57,417,623	9.99%
Lind Global Macro Fund, LP⁽²⁾	9,400,000	5.9%
Stamatios Tsantanis⁽³⁾	—	*
Stavros Gyftakis⁽³⁾	—	*
Christina Anagnostara⁽³⁾	—	*
Elias Culucundis⁽³⁾	—	*
Dimitrios Anagnostopoulos⁽³⁾	—	*
Ioannis Kartsonas⁽³⁾	—	*
Directors and executive officers as a group (6 individuals)⁽³⁾	1,706,800	1.1%

*	Less than one percent.

(1)

Claudia Restis may be deemed to beneficially own 57,414,267 of our common shares through Jelco and 3,356 of our common shares through Comet, each through a revocable trust of which she is beneficiary. The shares she may be deemed to beneficially own through Jelco include (i) 113,970 common shares issuable upon exercise of the Class B Warrants held by Jelco, (ii) 32,262,501 common shares issuable upon conversion of the Jelco Notes, (iii) 7,986,913 common shares issuable upon exercise of a common share purchase warrant at an exercise price of $0.70 per common share issued on January 8, 2021, (iv) 955,730 common shares issuable upon exercise of a pre-funded common share purchase warrant issued on January 8, 2021, and (v) 4,285,714 common shares, and 4,285,714 common shares underlying common share purchase warrants, which Jelco has an option to acquire pursuant to the Securities Purchase Agreement, in each case subject to a 9.99% beneficial ownership blocker. The number of shares owned reported in this paragraph and in the table above do not give effect to such 9.99% beneficial ownership blockers, but the percentages in the table above do give effect to such beneficial ownership blockers. Calculation of percent of class beneficially owned by such person is based on 154,859,455 common shares outstanding as of February 19, 2021 and any additional shares that such person may be deemed to beneficially own in accordance with Rule 13d-3 under the Exchange Act.

(2)

Based on information reported on a Schedule 13G filed with the Commission on February 12, 2021 jointly filed by Lind Global Macro Fund, LP, Lind Global Partners LLC and Jeff Easton. The number of shares owned reported in the table above does not give effect to the 9.99% beneficial ownership blockers contained in certain warrants held by such beneficial owners as described in the Schedule 13G, but the percentages in the table above do give effect to such beneficial ownership blockers. Calculation of percent of class beneficially owned by such person is based on 154,859,455 common shares outstanding as of February 19, 2021 and any additional shares that such person may be deemed to beneficially own in accordance with Rule 13d-3 under the Exchange Act.

(3)	Calculation of percent of class beneficially owned by each such person is based on 154,859,455 common shares outstanding as of February 19, 2021 and any additional shares that such person may be deemed to beneficially own in accordance with Rule 13d-3 under the Exchange Act.

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DESCRIPTION OF CAPITAL STOCK

For the complete terms of our capital stock, please refer to our restated articles of incorporation and our third amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part. The BCA of the Republic of the Marshall Islands may also affect the terms of our capital stock.

For purposes of the following description of capital stock, references to “us”, “we” and “our” refer only to Seanergy Maritime Holdings Corp. and not any of its subsidiaries.

Purpose

Our purpose, as stated in our restated articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the BCA. Our restated articles of incorporation and third amended and restated bylaws do not impose any limitations on the ownership rights of our shareholders.

Authorized Capitalization

Our authorized capital stock consists of 500,000,000 registered common shares, par value $0.0001 per share, of which 154,859,455 shares were issued and outstanding as of February 19, 2021, and 25,000,000 registered preferred shares with par value of $0.0001, of which no shares are issued and outstanding. Our board of directors has the authority to establish such series of preferred shares and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolution or resolutions providing for the issue of such preferred shares.

Share History

We were incorporated under the laws of the Republic of the Marshall Islands on January 4, 2008, originally under the name Seanergy Merger Corp., as a wholly-owned subsidiary of Seanergy Maritime Corp. We changed our name to Seanergy Maritime Holdings Corp. on July 11, 2008. Seanergy Maritime Corp.’s common shares were originally listed on the American Stock Exchange. On October 15, 2008, Seanergy Maritime Corp.’s common shares commenced trading on the Nasdaq Global Market. Following the dissolution of Seanergy Maritime Corp., our common shares started trading on the Nasdaq Global Market on January 28, 2009. Effective December 21, 2012, we transferred our stock listing to the Nasdaq Capital Market. The following information gives effect to a one-for-fifteen reverse stock split of our common shares that became effective on March 20, 2019 and a one-for-sixteen reverse stock split of our common shares that became effective on June 30, 2020.

On February 1, 2018, we issued an aggregate of 5,250 of our common shares to certain of our directors, officers and employees pursuant to the Amended and Restated 2011 Equity Incentive Plan, or Plan.

On November 7, 2018, we issued an aggregate of 7,500 of our common shares to Cargill International SA, or Cargill, in connection with the lease financing transaction for the Championship.

On January 10, 2019, we issued an aggregate of 9,000 of our common shares to certain of our directors, officers and employees pursuant to the Plan.

On May 13, 2019, we sold 262,500 units at a price of $54.40 per unit in a public offering. Each unit consisted of one common share (or one pre-funded warrant in lieu of one common share in the unit), one Class B Warrant to purchase one common share and one Class C Warrant to purchase one common share. In connection with the sale of the securities, we issued one Representative Warrant to the underwriters to purchase 13,125 common shares. In connection with the offering, the underwriters exercised their overallotment option with regard to 39,375 Class B Warrants and 39,375 Class C Warrants. As of the date of this prospectus, all Class B Warrants remain outstanding. All Class C warrants issued in the public offering expired on November 13, 2019.

Concurrently with the public offering on May 13, 2019, we sold 113,971 units in a private placement to Jelco in exchange for, inter alia, the forgiveness of certain payment obligations of ours, including all interest payments accrued and due through December 31, 2019, pursuant to a Securities Purchase Agreement entered into with Jelco on May 9, 2019. In connection with the private placement, 113,971 common shares were issued to Jelco on May 13, 2019 and pursuant to the alternate cashless exercise of Jelco’s Class C Warrants further 312,279 common shares were issued to Jelco on June 17, 2019. As of the date of this prospectus, all Class B Warrants issued to Jelco remain outstanding. All Class C Warrants issued to Jelco were exercised on June 14, 2019.

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On February 24, 2020, we issued an aggregate of 156,250 of our common shares to certain of our directors, officers and employees pursuant to the Plan.

On April 2, 2020, we sold 2,205,625 units at a price of 2.72 per unit in a public offering. Each unit consisted of one common share (or one pre-funded warrant in lieu of one common share in the unit), one Class D Warrant to purchase one common share. In connection with the sale of the securities, we issued one Representative Warrant to the underwriters to purchase 110,281 common shares. In connection with the offering, the underwriters exercised their overallotment option with regard to 330,813 common shares and 330,813 Class D Warrants.

During May and June 2020, a total of 11,690,625 shares were issued pursuant to the exercises of all warrants issued under the four registered direct offerings.

In August 2020, we issued 38,296,428 of our common shares and 40,896,428 Class E Warrants having an exercise price of $0.70 per share in an underwritten public offering for $0.70 per common share and warrant.

Between April 22, 2020 and February 19, 2021, we issued 2,263,421 of our common shares pursuant to exercises of outstanding Class D Warrants. Between August 20, 2020 and February 19, 2021, we issued 31,763,287 of our common shares pursuant to exercises of outstanding Class E Warrants. As of February 19, 2021, 4,368,750 Class D warrants exercisable to purchase 273,046 common shares and 9,133,141 Class E warrants remain outstanding.

On January 8, 2021 we issued 7,031,183 shares to Jelco in exchange for waiver of payment of accrued and unpaid interest under the Jelco Loan Facilities and Jelco Notes through December 31, 2020.

On January 18, 2021, we issued an aggregate of 3,600,000 of our common shares to certain of our directors, officers and employees pursuant to the Plan.

On February 19, 2021, we issued 44,150,000 of our common shares in a registered direct offering for a purchase price of $1.70 per common share.

Our Restated Articles of Incorporation and Third Amended and Restated Bylaws

Under our third amended and restated bylaws, annual shareholder meetings will be held at a time and place selected by our board of directors. The meetings may be held in or outside of the Marshall Islands. Special meetings of the shareholders, unless otherwise prescribed by law, may be called for any purpose or purposes at any time by the chairman of the board of directors, a majority of the entire board of directors, or the chief executive officer. Notice of every annual and special meeting of shareholders shall be given at least 15 but not more than 60 days before such meeting to each shareholder of record entitled to vote thereat.

Directors

Our directors are elected by the affirmative vote of a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. Our restated articles of incorporation and third amended and restated bylaws do not provide for cumulative voting in the election of directors.

The board of directors must consist of at least one member and not more than thirteen. Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. The board of directors has the authority to fix the amounts which shall be payable to the members of our board of directors, and to members of any committee, for attendance at any meeting or for services rendered to us.

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Classified Board

Our restated articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of the board of directors from removing a majority of the board of directors for two years.

Election and Removal

Our third amended and restated bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. The entire Board of Directors or any individual Director may be removed, with cause, by a majority vote of the holders of the outstanding shares then entitled to vote at an election of directors. No Director may be removed without cause by either the stockholders or the Board of Directors. Except as otherwise provided by applicable law, cause for the removal of a Director shall be deemed to exist only if the Director whose removal is proposed: (i) has been convicted, or has been granted immunity to testify in any proceeding in which another has been convicted, of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (ii) has been found to have been negligent or guilty of misconduct in the performance of his duties to the Corporation in any matter of substantial importance to the Corporation by (A) the affirmative vote of at least 80% of the directors then in office at any meeting of the Board of Directors called for that purpose or (B) a court of competent jurisdiction; or (iii) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetence directly affects his ability to serve as a director of the Corporation. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Dissenters’ Rights of Appraisal and Payment

Under the BCA, our shareholders generally have the right to dissent from the sale of all or substantially all of our assets not made in the usual course of our business and receive payment of the fair value of their shares. However, the right of a dissenting shareholder to receive payment of the appraised fair value of his shares is not available under the BCA for the shares of any class or series of stock, which shares at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. In the event of any further amendment of our articles of incorporation, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment.

Shareholders’ Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.

Anti-takeover Provisions of our Charter Documents

Several provisions of our restated articles of incorporation and third amended and restated bylaws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

Limited Actions by Shareholders

Our third amended and restated bylaws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders.

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Our third amended and restated bylaws provide that the chairman of the board of directors, a majority of the board of directors, or the chief executive officer may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may be prevented from calling a special meeting for shareholder consideration of a proposal over the opposition of our board of directors and shareholder consideration of a proposal may be delayed until the next annual meeting.

Blank Check Preferred Stock

Under the terms of our restated articles of incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 25,000,000 shares of blank check preferred stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.

Transfer Agent

The registrar and transfer agent for our common shares and warrants is Continental Stock Transfer & Trust Company.

Listing

Our common shares, Class A Warrants and Class B Warrants trade on the Nasdaq Capital Market under the symbols “SHIP”, “SHIPW”, and “SHIPZ”, respectively.

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CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS

Our corporate affairs are governed by our restated articles of incorporation, third amended and restated bylaws and the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States, including Delaware. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands, and we cannot predict whether Marshall Islands courts would reach the same conclusions as Delaware or other courts in the United States. Accordingly, you may have more difficulty in protecting your interests under Marshall Islands law in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction that has developed a substantial body of case law. Furthermore, the Marshall Islands lacks a bankruptcy statute, and in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving the Company, the bankruptcy laws of the United States or of another country having jurisdiction over the Company would apply. The following table provides a comparison between certain statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholders’ rights.

Marshall Islands		Delaware
Shareholder Meetings
Held at a time and place as designated in the bylaws.		May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors.
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.		Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
May be held in or outside of the Marshall Islands.		May be held in or outside of Delaware.
Notice:		Notice:
	Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting.		Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
	A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting.		Written notice shall be given not less than 10 nor more than 60 days before the meeting.
Shareholders’ Voting Rights
Unless otherwise provided in the articles of incorporation, any action required by the BCA to be taken at a meeting of shareholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof, or if the articles of incorporation so provide, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.		Any action required to be taken by a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Any person authorized to vote may authorize another person or persons to act for him by proxy.		Any person authorized to vote may authorize another person or persons to act for him by proxy.
Unless otherwise provided in the articles of incorporation or the bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the common shares entitled to vote at a meeting.		For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a

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Marshall Islands		Delaware
		majority of shares entitled to vote shall constitute a quorum.
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.		When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
The articles of incorporation may provide for cumulative voting in the election of directors.		The certificate of incorporation may provide for cumulative voting in the election of directors.
Removal:		Removal:
	If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders. Any or all of the directors may be removed for cause by vote of the shareholders. The articles of incorporation or the specific provisions of a bylaw may provide for such removal by action of the board.		Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote except: (1) unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified, shareholders may effect such removal only for cause, or (2) if the corporation has cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.
Directors
Number of board members can be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.		Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment to the certificate of incorporation.
The board of directors must consist of at least one member.If the board of directors is authorized to change the number of directors, it can only do so by a majority of the entire board of directors and so long as no decrease in the number shortens the term of any incumbent director.		The board of directors must consist of at least one member.
Dissenter’s Rights of Appraisal
Shareholders have a right to dissent from any plan of merger, consolidation or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder under the BCA to receive payment of the appraised fair value of his shares is not available for the shares of any class or series of stock, which shares at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation or any sale or exchange of all or substantially all assets, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders.		Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed shares are the offered consideration or if such shares are held of record by more than 2,000 holders.
A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to

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Marshall Islands		Delaware
the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:
	Alters or abolishes any preferential right of any outstanding shares having preference; or
	Creates, alters or abolishes any provision or right in respect to the redemption of any outstanding shares.
	Alters or abolishes any preemptive right of such holder to acquire shares or other securities; or
	Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.
Shareholders’ Derivative Actions
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time the action is brought and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law.		In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board of directors or the reasons for not making such effort. Such action shall not be discontinued, compromised or settled without the approval of the High Court of the Republic of The Marshall Islands.
Reasonable expenses including attorneys’ fees may be awarded if the action is successful.
A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the common shares have a value of $50,000 or less.

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EXPENSES

We estimate the expenses in connection with the issuance and distribution of the common shares being registered under the registration statement of which this prospectus forms a part, all of which will be paid by us.

Commission registration fee			$8,368
Legal fees and expenses			$25,000
Accounting fees and expenses			$15,000
Miscellaneous fees and expenses			$1,632
Total			$50,000

LEGAL MATTERS

The validity of the securities offered by this prospectus and certain other legal matters relating to United States and Marshall Islands law are being passed upon for us by Watson Farley & Williams LLP, New York, New York.

EXPERTS

The consolidated financial statements of Seanergy Maritime Holdings Corp. appearing in Seanergy Maritime Holdings Corp.’s Annual Report (Form 20-F) for the year ended December 31, 2019 (including schedule appearing therein), have been audited by Ernst & Young (Hellas) Certified Auditors-Accountants S.A., independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 3 to the consolidated financial statements), included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. Ernst & Young (Hellas) Certified Auditors-Accountants S.A. is located at Chimarras 8B, 15125, Maroussi, Athens, Greece and is registered as a corporate body with the public register for company auditors-accountants kept with the Body of Certified Auditors-Accountants, or SOEL, Greece with registration number 107.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Commission a registration statement on Form F-1 under the Securities Act, with respect to the common shares offered hereby. For the purposes of this section, the term registration statement on Form F-1 means the original registration statement on Form F-1 and any and all amendments including the schedules and exhibits to the original registration statement or any amendment. This prospectus does not contain all of the information set forth in the registration statement on Form F-1 we filed. Each statement made in this prospectus concerning a document filed as an exhibit to the registration statement on Form F-1 is qualified by reference to that exhibit for a complete statement of its provisions. The registration statement on Form F-1, including its exhibits and schedules, may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the Commission at its principal office in Washington, D.C. 20549. The Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission.

Information Provided by the Company

We will furnish holders of our common shares with annual reports containing audited financial statements and a report by our independent registered public accounting firm. The audited financial statements will be prepared in accordance with U.S. GAAP. As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we furnish proxy statements to shareholders in accordance with the rules of Nasdaq, those proxy statements do not conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition, as a “foreign private issuer,” our officers and directors are exempt from the rules under the Exchange Act relating to short swing profit reporting and liability.

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DOCUMENTS INCORPORATED BY REFERENCE

The Commission allows us to “incorporate by reference” into this prospectus the information we file with, and furnish to it, which means that we can disclose important information to you by referring you to those filed or furnished documents. The information incorporated by reference is considered to be a part of this prospectus. However, statements contained in this prospectus or in documents that we file with or furnish to the Commission and that are incorporated by reference into this prospectus will automatically update and supersede information contained in this prospectus, including information in previously filed or furnished documents or reports that have been incorporated by reference into this prospectus, to the extent the new information differs from or is inconsistent with the old information. We hereby incorporate by reference the documents listed below:

•	our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Commission on March 5, 2020;

•	our Report on Form 6-K furnished to the Commission on March 5, 2020;

•	our Report on Form 6-K furnished to the Commission on April 3, 2020;

•	our Report on Form 6-K furnished to the Commission on April 14, 2020;

•	our Report on Form 6-K furnished to the Commission on April 14, 2020;

•	our Report on Form 6-K furnished to the Commission on April 21, 2020;

•	our Report on Form 6-K furnished to the Commission on April 24, 2020;

•	our Report on Form 6-K furnished to the Commission on April 30, 2020;

•	our Report on Form 6-K furnished to the Commission on May 1, 2020;

•	our Report on Form 6-K furnished to the Commission on May 6, 2020;

•	our Report on Form 6-K furnished to the Commission on May 8, 2020;

•	our Report on Form 6-K furnished to the Commission on May 20, 2020;

•	our Report on Form 6-K furnished to the Commission on May 26, 2020;

•	our Report on Form 6-K furnished to the Commission on June 8, 2020;

•	our Report on Form 6-K furnished to the Commission on June 26, 2020;

•	our Report on Form 6-K furnished to the Commission on July 1, 2020;

•	our Report on Form 6-K furnished to the Commission on July 8, 2020;

•	our Report on Form 6-K furnished to the Commission on July 16, 2020;

•	our Report on Form 6-K furnished to the Commission on July 24, 2020;

•	our Report on Form 6-K furnished to the Commission on August 6, 2020;

•	our Report on Form 6-K furnished to the Commission on August 12, 2020;

•	our Report on Form 6-K furnished to the Commission on August 19, 2020;

•	our Report on Form 6-K furnished to the Commission on September 11, 2020;

•	our Report on Form 6-K furnished to the Commission on September 25, 2020;

•	our Report on Form 6-K furnished to the Commission on September 29, 2020;

•	our Report on Form 6-K furnished to the Commission on October 2, 2020;

•	our Report on Form 6-K furnished to the Commission on November 20, 2020;

•	our Report on Form 6-K furnished to the Commission on January 15, 2021;

•	our Report on Form 6-K furnished to the Commission on February 9, 2021;

•	our Report on Form 6-K furnished to the Commission on February 12, 2021;

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•	our Report on Form 6-K furnished to the Commission on February 16, 2021; and

•	our Report on Form 6-K furnished to the Commission on February 19, 2021.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus. You may obtain a copy of these documents by writing to or telephoning us at the following address: Attn: General Counsel, Seanergy Maritime Holdings Corp., 154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece, Tel: +30 2130181507. Alternatively, copies of these documents are available via our website (http://www.seanergymaritime.com/). The information on our website is not incorporated by reference into this prospectus.

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7,031,183 Common Shares

955,730 Common Shares Issuable upon Exercise of

an Outstanding Pre-Funded Warrant

7,986,913 Common Shares Issuable upon Exercise of

an Outstanding Common Share Purchase Warrant

32,262,501 Common Shares Issuable upon Conversion of

Outstanding Convertible Notes

Offered by the Selling Shareholders

PROSPECTUS

, 2021

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.

Indemnification of Directors and Officers

Under Article VII of our third amended and restated bylaws and under Section 60 of the BCA, we may indemnify anyone who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding . However, such person must have acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe that his conduct was unlawful. Under Section 60 of the BCA and our third amended and restated bylaws, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

In addition, under Section 60 of the BCA and under our third amended and restated bylaws, we may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Such indemnification may be made against expenses (including attorneys’ fees) actually and reasonably incurred by such person or in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Again, this is provided that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Furthermore, and as provided by both our third amended and restated bylaws and Section 60 of the BCA, when a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the foregoing instances, or in the defense of a related claim, issue or matter, such person will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection with such matter.

Likewise, pursuant to our third amended and restated bylaws and Section 60 of the BCA, expenses (our third amended and restated bylaws specifically includes attorneys’ fees in expenses) incurred in defending a civil or criminal action, suit or proceeding by an officer or director may be paid in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that such person is not entitled to indemnification. The third amended and restated bylaws further provide that with respect to other employees and agents, such expenses may be paid on the terms and conditions, if any, as the Board may deem appropriate.

Both Section 60 of the BCA and our third amended and restated bylaws further provide that the foregoing indemnification and advancement of expenses are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in any person’s official capacity and/or as to action in another capacity while holding office.

Under both Section 60 of the BCA and our third amended and restated bylaws, we also have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another

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corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in such capacity regardless of whether the corporation would have the power to indemnify such person against such liability under the foregoing.

Under Section 60 of the BCA (and as provided in our third amended and restated bylaws), the indemnification and advancement of expenses provided by, or granted under the foregoing continue with regard to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of such person’s heirs, executors and administrators unless otherwise provided when authorized or ratified. Additionally, under Section 60 of the BCA and our third amended and restated bylaws, any repeal or modification of Article VII of our third amended and restated bylaws shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

In addition to the above, our third amended and restated bylaws provide that references to us includes constituent corporations, and defines “other enterprises” to include employee benefit plans, “fines” to include excise taxes imposed on a person with respect to an employee benefit plan, and further defines the term “serving at the request of the corporation.”

Such limitation of liability and indemnification does not affect the availability of equitable remedies. In addition, we have been advised that in the opinion of the Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.

Recent Sales of Unregistered Securities

The following information gives effect to a one-for-fifteen reverse stock split of our common shares that became effective on March 20, 2019 and a one-for-16 reverse stock split of our common shares that became effective on June 30, 2020. The following transactions were deemed to be exempt from registration under Section 4(a)(2) of the Securities Act. Except as otherwise indicated below, there were no underwriters involved in any of the transactions, nor were there any forms of public solicitation or general advertising used in connection with the issuances.

On November 7, 2018, we issued 20,000 of our common shares to Cargill as part of the sale and leaseback agreement for the Championship.

On May 13, 2019, we sold 113,971 units in a private placement to Jelco in exchange for, inter alia, the settlement of certain payment obligations of ours, including all interest payments accrued and due through December 31, 2019, pursuant to a Securities Purchase Agreement entered into with Jelco on May 9, 2019, or the Purchase Agreement. In connection with the private placement, 113,971 common shares were issued to Jelco on May 13, 2019 and pursuant to the alternate cashless exercise of Jelco’s Class C Warrants a further 312,279 common shares were issued to Jelco on June 17, 2019. As of the date of this prospectus, all Class B Warrants issued to Jelco remain outstanding. All Class C Warrants issued to Jelco were exercised on June 14, 2019.

On April 14, 2020, we sold 3,125,000 of our common shares in a registered direct offering concurrently with the private placement of 3,125,000 warrants for a purchase price of $2.16 per common share and warrant. Maxim Group LLC acted as placement agent and was paid a fee of 7.0% of the aggregate gross proceeds of the registered direct offering and concurrent private placement.

On April 22, 2020, we sold 3,171,875 of our common shares in a registered direct offering concurrently with the private placement of 3,171,875 warrants for a purchase price of $1.92 per common share and warrant. Maxim Group LLC acted as placement agent and was paid a fee of 6.5% of the aggregate gross proceeds of the registered direct offering and concurrent private placement.

On May 4, 2020, we issued 2,684,375 of our common shares in a registered direct offering concurrently with the private placement of 2,684,375 warrants for a purchase price of $1.92 per common share and warrant. Maxim Group LLC acted as placement agent and was paid a fee of 6.5% of the aggregate gross proceeds of the registered direct offering and concurrent private placement.

On May 7, 2020, we issued 2,709,375 of our common shares in a registered direct offering concurrently with the private placement of 2,709,375 warrants for a purchase price of $1.92 per common share and warrant. Maxim Group LLC acted as placement agent and was paid a fee of 6.5% of the aggregate gross proceeds of the registered direct offering and concurrent private placement.

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On January 8, 2021, in exchange for the forgiveness by Jelco of all accrued and unpaid interest under the Jelco Loan Facilities and Jelco Notes through December 31, 2020 in an aggregate amount of $4.3 million and an amendment fee of $1.2 million, the Company issued 7,986,913 units (“Units”) at a price of $0.70 per Unit, with each Unit consisting of one common share of the Company (a “Common Share”) (or, at Jelco’s option, one pre-funded warrant in lieu of such Common Share) and one warrant to purchase one Common Share at an exercise price of $0.70. Jelco was also granted an option (on or before 45 days after the effectiveness of this prospectus), to purchase up to 4,285,714 additional Units at a price of $0.70 per Unit, which Jelco may trigger in exchange for the forgiveness of principal under the Second Jelco Loan Facility in an amount equal to the aggregate purchase price of the Units.

Item 8.

Exhibits and Financial Statement Schedules

(a) Exhibits

The exhibits filed as part of this registration statement are listed in the index to exhibits immediately preceding such exhibits, which index to exhibits is incorporated herein by reference.

(b) Financial Statements

The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.

Item 9.

Undertakings

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

That, for the purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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To file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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Exhibit List

Exhibit Number			Description
1.1			Form of Underwriting Agreement^†

3.1			Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the registrant’s report on Form 6-K furnished with the Commission on August 30, 2019).

3.2			Amendment to Restated Articles of Incorporation^*

3.3			Third Amended and Restated Bylaws (incorporated herein by reference to Exhibit 99.2 to the registrant’s report on Form 6-K furnished with the Commission on September 25, 2020).

4.1			Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s report on Form 6-K furnished with the Commission on March 19, 2019)

5.1			Opinion of Watson Farley & Williams LLP as to the validity of the securities^*

8.1			Opinion of Watson Farley & Williams LLP with respect to certain tax matters^*

10.1			Registration Rights Agreement dated March 26, 2010 between the registrant, United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp. and Comet Shipholding Inc. (incorporated herein by reference to Exhibit 4.1 to the registrant’s annual report on Form 20-F filed with the Commission on April 28, 2017)

10.2			Registration Rights Agreement dated January 4, 2012 between the registrant, United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp. and Comet Shipholding Inc. (incorporated herein by reference to Exhibit 4.2 to the registrant’s annual report on Form 20-F filed with the Commission on April 28, 2017)

10.3			Registration Rights Agreement dated June 24, 2014 between the registrant, Comet Shipholding Inc. and Plaza Shipholding Corp. (incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by United Capital Investments Corp. with the Commission on September 12, 2014)

10.4			Registration Rights Agreement dated September 29, 2014 between the registrant, Comet Shipholding Inc. and Plaza Shipholding Corp. (incorporated herein by reference to Exhibit D to the Schedule 13D related to the registrant filed by Jelco Delta Holding Corp. with the Commission on March 12, 2015)

10.5			Amended and Restated 2011 Equity Incentive Plan of the registrant adopted on January 18, 2021 ^*

10.6			Ship Technical Management Agreement dated as of February 11, 2015 between Leader Shipping Co. and V.Ships Greece Ltd. (incorporated herein by reference to Exhibit 4.51 to the registrant’s annual report on Form 20-F filed with the Commission on April 21, 2015)

10.7			Addendum No. 1 to Technical Management Agreement dated March 18, 2016, between Leader Shipping Co. and V.Ships Limited with respect to the Ship Technical Management Agreement dated February 11, 2015 (incorporated herein by reference to Exhibit 4.11 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016)

10.8			Novation Agreement to Ship Technical Management Agreement dated December 16, 2020, between V.Ships Greece Ltd., Leader Shipping Co. and V.Ships Limited with respect to the Ship Technical Management Agreement dated February 11, 2015 ^*

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Exhibit Number			Description
10.9			Amendment dated May 23, 2018 with respect to the Partnership, between Partner Shipping Co. Limited (formerly known as Partner Shipping Co.) and V.Ships Limited with respect to the Ship Technical Management Agreement dated May 15, 2017 (incorporated herein by reference to Exhibit 4.10 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019)

10.10			Amendment dated May 23, 2018 with respect to the Championship, between Champion Ocean Navigation Co. Limited (formerly known as Champion Ocean Navigation Co.) and V.Ships Limited with respect to the Ship Technical Management Agreement dated September 1, 2015 (incorporated herein by reference to Exhibit 4.11 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019)

10.11			Amendment dated June 28, 2018 with respect to the Knightship, between Knight Ocean Navigation Co. and V.Ships Limited with respect to the Ship Technical Management Agreement dated November 23, 2016 (incorporated herein by reference to Exhibit 10.9 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018)

10.12			Novation Agreement dated October 30, 2018 with respect to the Championship, between Champion Ocean Navigation Co. Limited, Champion Marine Co. and V.Ships Limited with respect to the Ship Technical Management Agreement dated September 1, 2015 (incorporated herein by reference to Exhibit 10.10 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018)

10.13			Form of Ship Technical Management Agreement with V.Ships Limited (incorporated herein by reference to Exhibit 4.12 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016)

10.14			Commercial Management Agreement dated March 2, 2015 between Seanergy Management Corp. and Fidelity Marine Inc. (incorporated herein by reference to Exhibit 4.52 to the registrant’s annual report on Form 20-F filed with the Commission on April 21, 2015)

10.15			Amendment No. 1 dated September 11, 2015 between Seanergy Management Corp. and Fidelity Marine Inc. with respect to the Commercial Management Agreement dated March 2, 2015 (incorporated herein by reference to Exhibit 4.14 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016)

10.16			Amendment No. 2 dated as of February 24, 2016 between Seanergy Management Corp. and Fidelity Marine Inc. with respect to the Commercial Management Agreement dated March 2, 2015 (incorporated herein by reference to Exhibit 4.15 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016)

10.17			Amendment No. 3 dated February 1, 2018 between Seanergy Management Corp. and Fidelity Marine Inc. with respect to the Commercial Management Agreement dated March 2, 2015 (incorporated herein by reference to Exhibit 4.13 to the registrant’s annual report on Form 20-F filed with the Commission on March 7, 2018)

10.18			Amendment No. 4 dated June 28, 2018 between Seanergy Management Corp. and Fidelity Marine Inc. with respect to the Commercial Management Agreement dated March 2, 2015 (incorporated herein by reference to Exhibit 4.19 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019)

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Exhibit Number			Description
10.19			Loan Agreement dated March 6, 2015 between Leader Shipping Co. and Alpha Bank A.E. (incorporated herein by reference to Exhibit 4.53 to the registrant’s annual report on Form 20-F filed with the Commission on April 21, 2015)

10.20			First Supplemental Agreement dated December 23, 2015 between Leader Shipping Co. and Alpha Bank A.E. with respect to the Loan Agreement dated March 6, 2015 (incorporated herein by reference to Exhibit 4.17 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016)

10.21			Second Supplemental Agreement dated July 28, 2016 between Leader Shipping Co. and Alpha Bank A.E. with respect to the Loan Agreement dated March 6, 2015 (incorporated herein by reference to Exhibit 10.18 to the registrant’s registration statement on Form F-1 filed with the Commission on October 28, 2016)

10.22			Third Supplemental Agreement dated June 29, 2018 between Leader Shipping Co. and Alpha Bank A.E. with respect to the Loan Agreement dated March 6, 2015 (incorporated herein by reference to Exhibit 10.19 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018)

10.23			Fourth Supplemental Agreement dated July 1, 2019, between Leader Shipping Co. and Alpha Bank A.E. with respect to the Loan Agreement dated March 6, 2015 (incorporated herein by reference to Exhibit 4.24 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020)

10.24			Fifth Supplemental Agreement dated March 17, 2020, between Leader Shipping Co. and Alpha Bank A.E. with respect to the Loan Agreement dated March 6, 2015 (incorporated herein by reference to Exhibit 10.24 to the registrant’s registration statement on Form F-1 filed with the Commission on March 20, 2020)

10.25			Convertible Note dated March 12, 2015 of the registrant to Jelco Delta Holding Corp. (incorporated herein by reference to Exhibit B to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on April 13, 2015)

10.26			Amendment No. 1 dated May 14, 2015 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Note dated March 12, 2015 (incorporated herein by reference to Exhibit 10.17 to the registrant’s registration statement on Form F-1 filed with the Commission on October 20, 2017)

10.27			Mutual Consent dated September 18, 2017 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Note dated March 12, 2015 (incorporated herein by reference to Exhibit 10.18 to the registrant’s registration statement on Form F-1 filed with the Commission on October 20, 2017)

10.28			Amendment No. 2 dated September 18, 2017 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Note dated March 12, 2015 (incorporated herein by reference to Exhibit B to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017)

10.29			Amendment No. 3 dated March 26, 2019 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Note dated March 12, 2015 (incorporated herein by reference to Exhibit 10.28 to the registrant’s registration statement on Form F-1/A filed with the Commission on April 5, 2019)

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Exhibit Number			Description
10.30			Amendment No. 4 dated May 29, 2019 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Note dated March 12, 2015 (incorporated herein by reference to Exhibit 4.30 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020)

10.31			Share Purchase Agreement dated March 12, 2015 between the registrant and Stamatios Tsantanis (incorporated herein by reference to Exhibit 4.57 to the registrant’s annual report on Form 20-F filed with the Commission on April 21, 2015)

10.32			Registration Rights Agreement dated March 12, 2015 between the registrant and Stamatios Tsantanis (incorporated herein by reference to Exhibit 4.58 to the registrant’s annual report on Form 20-F filed with the Commission on April 21, 2015)

10.33			Form of Class A Warrant Agreement by and between Continental Stock Transfer & Trust Company and the registrant (incorporated herein by reference to Exhibit 4.2 to the registrant’s registration statement on Form F-1/A filed with the Commission on December 6, 2016).

10.34			Form of Class B Warrant Agreement by and between Continental Stock Transfer & Trust Company and the registrant (incorporated herein by reference to Exhibit 4.2 to the registrant’s registration statement on Form F-1/A filed with the Commission on May 2, 2019).

10.35			Form of Class B Warrant Certificate (incorporated herein by reference to Exhibit 4.2 to the registrant’s registration statement on Form F-1/A filed with the Commission on May 2, 2019).

10.36			Revolving Convertible Note dated September 7, 2015 of the registrant to Jelco Delta Holding Corp. (incorporated herein by reference to Exhibit B to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 29, 2015)

10.37			First Amendment dated December 1, 2015 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on December 29, 2015)

10.38			Second Amendment dated December 14, 2015 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit D to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on December 29, 2015)

10.39			Third Amendment dated January 27, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on February 11, 2016)

10.40			Fourth Amendment dated March 7, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on March 14, 2016)

10.41			Fifth Amendment dated April 21, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit 10.1 to the registrant’s report on Form 6-K furnished with the Commission on August 5, 2016)

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Exhibit Number			Description
10.42			Sixth Amendment dated May 17, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit 10.2 to the registrant’s report on Form 6-K furnished with the Commission on August 5, 2016)

10.43			Seventh Amendment dated June 16, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit 10.3 to the registrant’s report on Form 6-K furnished with the Commission on August 5, 2016)

10.44			Eighth Amendment dated March 28, 2017 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on April 7, 2017)

10.45			Mutual Consent dated September 8, 2017 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit 10.34 to the registrant’s registration statement on Form F-1 filed with the Commission on October 20, 2017)

10.46			Ninth Amendment dated September 27, 2017 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017)

10.47			Tenth Amendment dated September 1, 2018 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit 10.41 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018)

10.48			Eleventh Amendment dated March 26, 2019 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit 10.48 to the registrant’s registration statement on Form F-1/A filed with the Commission on April 5, 2019)

10.49			Twelfth Amendment dated May 29, 2019 between the registrant and Jelco Delta Holding Corp. with respect to the Revolving Convertible Note dated September 7, 2015 (incorporated herein by reference to Exhibit 4.51 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020)

10.50			Amended and Restated Facility Agreement dated November 22, 2018 between Premier Marine Co., Fellow Shipping Co., the registrant and UniCredit Bank AG with respect to the Facility Agreement dated September 11, 2015 (incorporated herein by reference to Exhibit 4.53 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019)

10.51			Supplemental Agreement dated July 3, 2019 between Premier Marine Co., Fellow Shipping Co., the registrant and UniCredit Bank AG with respect to the Facility Agreement dated September 11, 2015 (incorporated herein by reference to Exhibit 4.53 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020)

10.52			Loan Agreement dated November 4, 2015 between Squire Ocean Navigation Co. and Alpha Bank A.E. (incorporated herein by reference to Exhibit 4.40 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016)

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Exhibit Number			Description

10.53			First Supplemental Agreement dated July 28, 2016 between Alpha Bank A.E. and Squire Ocean Navigation Co. with respect to the Loan Agreement dated November 4, 2015 (incorporated herein by reference to Exhibit 10.48 to the registrant’s registration statement on Form F-1 filed with the Commission on October 28, 2016)

10.54			Second Supplemental Agreement dated June 29, 2018 between Alpha Bank A.E., Squire Ocean Navigation Co. and Leader Shipping Co. with respect to the Loan Agreement dated November 4, 2015 (incorporated herein by reference to Exhibit 10.51 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018)

10.55			Third Supplemental Agreement dated July 1, 2019 between Alpha Bank A.E., Squire Ocean Navigation Co. and Leader Shipping Co. with respect to the Loan Agreement dated November 4, 2015 (incorporated herein by reference to Exhibit 4.57 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020)

10.56			Fourth Supplemental Agreement dated March 31, 2020, between Alpha Bank A.E., Squire Ocean Navigation Co. and Leader Shipping Co. with respect to the Loan Agreement dated November 4, 2015^*

10.57			Amended and Restated Loan Agreement dated February 13, 2019 between the registrant and Jelco Delta Holding Corp. with respect to the Amended and Restated Facility Agreement dated November 28, 2016 (incorporated herein by reference to Exhibit 4.59 to the registrant’s annual report on Form 20-F filed with the Commission March 25, 2019)

10.58			Supplemental Letter dated May 29, 2019 between the registrant and Jelco Delta Holding Corp. with respect to the Amended and Restated Loan Agreement dated February 13, 2019 (incorporated herein by reference to Exhibit 4.59 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020)

10.59			Amended and Restated Loan Agreement dated September 27, 2017 between the registrant and Jelco Delta Holding Corp. with respect to the Facility Agreement dated May 24, 2017 (incorporated herein by reference to Exhibit 10.60 to the registrant’s registration statement on Form F-1 filed with the Commission on October 20, 2017)

10.60			Supplemental Agreement dated February 13, 2019 between the registrant and Jelco Delta Holding Corp. with respect to the Amended and Restated Loan Agreement dated September 27, 2017 (incorporated herein by reference to Exhibit 4.67 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019)

10.61			Supplemental Letter dated May 29, 2019 between the registrant and Jelco Delta Holding Corp. with respect to the Amended and Restated Loan Agreement dated September 27, 2017 (incorporated herein by reference to Exhibit 4.62 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020)

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Exhibit Number			Description
10.62			Convertible Note dated September 27, 2017 between the registrant and Jelco Delta Holding Corp. (incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017)

10.63			Registration Rights Agreement dated September 27, 2017 between the registrant and Jelco Delta Holding Corp. (incorporated herein by reference to Exhibit D to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017)

10.64			Amendment to Convertible Note dated February 13, 2019, between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Note dated September 27, 2017 (incorporated herein by reference to Exhibit 4.69 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019)

10.65			Second Amendment dated May 29, 2019 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Note dated September 27, 2017 (incorporated herein by reference to Exhibit 4.66 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020)

10.66			Bareboat Charterparty dated June 28, 2018 between Knight Ocean Navigation Co. and Hanchen Limited (incorporated herein by reference to Exhibit 10.82 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018)

10.67			Guarantee dated June 28, 2018 between the registrant and Hanchen Limited (incorporated herein by reference to Exhibit 4.77 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019)

10.68			On Demand Guarantee dated September 14, 2018 by the registrant in favor of Uniper Global Commodities SE in respect of the charterparty for the Partnership (incorporated herein by reference to Exhibit 10.87 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018)

10.69			On Demand Guarantee dated September 14, 2018 by the registrant in favor of Uniper Global Commodities SE in respect of the charterparty for the Lordship (incorporated herein by reference to Exhibit 10.88 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018)

10.70			Sale and Purchase Agreement dated September 19, 2018 between Seanergy Management Corp. and Hyundai Materials Corporation (incorporated herein by reference to Exhibit 10.89 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018)

10.71			Addendum No. 1 to Sale and Purchase Agreement dated September 28, 2018 between Seanergy Management Corp. and Hyundai Materials Corporation in respect of the Sale and Purchase Agreement dated September 19, 2018 (incorporated herein by reference to Exhibit 10.90 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018)

10.72			Bareboat Charter Agreement dated November 7, 2018 between Cargill International SA and Champion Marine Co. for the Championship (incorporated herein by reference to Exhibit 4.92 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019)

10.73			Sale and Purchase Agreement dated September 28, 2018 between Champion Marine Co. and Hyundai Materials Corporation (incorporated herein by reference to Exhibit 10.96 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018)

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Exhibit Number			Description
10.74			Registration Rights Agreement dated November 7, 2018 between the registrant and Cargill International SA (incorporated herein by reference to Exhibit 4.93 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019)

10.75			Guarantee and Indemnity dated November 7, 2018 between the registrant and Cargill International SA (incorporated herein by reference to Exhibit 4.94 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019)

10.76			Loan Agreement dated February 13, 2019 between Partner Shipping Co. Limited, the registrant, and Amsterdam Trade Bank N.V. (incorporated herein by reference to Exhibit 4.95 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019)

10.77			Supplemental Agreement dated June 13, 2019 between Partner Shipping Co. Limited, the registrant, and Amsterdam Trade Bank N.V. with respect to the Loan Agreement dated February 13, 2019 (incorporated herein by reference to Exhibit 4.83 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020)

10.78			Supplemental Letter dated August 21, 2019 between Partner Shipping Co. Limited, the registrant, and Amsterdam Trade Bank N.V. with respect to the Loan Agreement dated February 13, 2019 (incorporated herein by reference to Exhibit 4.84 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020)


10.79			Loan Agreement dated March 26, 2019 between the registrant and Jelco Delta Holding Corp. (incorporated herein by reference to Exhibit 10.99 to the registrant’s registration statement on Form F-1/A filed with the Commission on April 5, 2019)

10.80			Supplemental Letter dated May 29, 2019 between the registrant and Jelco Delta Holding Corp. with respect to the Loan Agreement dated March 26, 2019 (incorporated herein by reference to Exhibit 4.86 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020)

10.81			Loan Agreement dated July 15, 2020 between the registrant, Sea Genius Shipping Co., Sea Glorius Shipping Co., the financial institutions listed in Part B of Schedule 1 thereto, Lucid Trustee Services Limited and Lucid Agency Services Limited ^*

10.82			Amended and Restated Loan Agreement dated July 15, 2020 between the registrant, Lord Ocean Navigation Co., Emperor Holding Ltd., the financial institutions listed in Part B of Schedule 1 thereto, Lucid Trustee Services Limited and Lucid Agency Services Limited with respect to the Loan Agreement dated June 11, 2018 ^*

10.83			Securities Purchase Agreement by and between the registrant and Jelco Delta Holding Corp. dated May 9, 2019 (incorporated herein by reference to Exhibit 4.4 to the registrant’s report on Form 6-K furnished with the Commission on May 17, 2019)

10.84			Registration Rights Agreement by and between the registrant and Jelco Delta Holding Corp. dated May 9, 2019 (incorporated herein by reference to Exhibit 4.5 to the registrant’s report on Form 6-K furnished with the Commission on May 17, 2019)

10.85			Class D Warrant Agreement by and between Continental Stock Transfer & Trust Company and the registrant (incorporated herein by reference to Exhibit 4.1 to the registrant’s report on Form 6-K furnished with the Commission on April 3, 2020).

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Exhibit Number			Description
10.86			Form of Class D Warrant Certificate (incorporated herein by reference to Exhibit 4.2 to the registrant’s report on Form 6-K furnished with the Commission on April 3, 2020).

10.87			Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.3 to the registrant’s report on Form 6-K furnished with the Commission on April 3, 2020).

10.88			Form of Representative’s Warrant (incorporated herein by reference to Exhibit 4.3 to the registrant’s report on Form 6-K furnished with the Commission on May 17, 2019).

10.89			Form of Representative’s Warrant (incorporated herein by reference to Exhibit 4.4 to the registrant’s report on Form 6-K furnished with the Commission on April 3, 2020).

10.90			Form of Class E Warrant Agency Agreement to be entered into between the registrant and Continental Stock Transfer & Trust Company (incorporated herein by reference to Exhibit 4.1 to the registrant’s report on Form 6-K furnished to the Commission on August 19, 2020).

10.91			Form of Class E Warrant (incorporated herein by reference to Exhibit 4.2 to the registrant’s report on Form 6-K furnished to the Commission on August 19, 2020).

10.92			Securities Purchase Agreement dated as of December 30, 2020 between the registrant and Jelco Delta Holding Corp. (incorporated herein by reference to Exhibit 99.2 to the registrant’s report on Form 6-K furnished with the Commission on January 15, 2021).

10.93			Omnibus Supplemental Agreement relating to convertible notes dated as of December 31, 2020 between the registrant, Partner Shipping Co. Limited, Emperor Holding Ltd. and Jelco Delta Holding Corp. (incorporated herein by reference to Exhibit 99.7 to the registrant’s report on Form 6-K furnished with the Commission on January 15, 2021).

10.94			Omnibus Supplemental Agreement relating to loan facilities dated as of December 31, 2020 between the registrant, Partner Shipping Co. Limited, Emperor Holding Ltd. and Jelco Delta Holding Corp. (incorporated herein by reference to Exhibit 99.6 to the registrant’s report on Form 6-K furnished with the Commission on January 15, 2021).

10.95			Form of Warrant issued by the registrant to Jelco Delta Holding Corp. (incorporated herein by reference to Exhibit 99.4 to the registrant’s report on Form 6-K furnished with the Commission on January 15, 2021).

10.96			Form of Pre-Funded Warrant issued by the registrant to Jelco Delta Holding Corp. (incorporated herein by reference to Exhibit 99.5 to the registrant’s report on Form 6-K furnished with the Commission on January 15, 2021).

10.97			Registration Rights Agreement dated as of December 31, 2020 between the registrant and Jelco Delta Holding Corp. (incorporated herein by reference to Exhibit 99.3 to the registrant’s report on Form 6-K furnished with the Commission on January 15, 2021).

10.98			Supplemental Agreement dated February 8, 2021 between Premier Marine Co., Fellow Shipping Co., the registrant and UniCredit Bank AG with respect to the Facility Agreement dated September 11, 2015*

10.99			Second Supplemental Agreement dated February 12, 2021 between Partner Shipping Co. Limited, the registrant, and Amsterdam Trade Bank N.V. with respect to the Loan Agreement dated February 13, 2019*

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Exhibit Number			Description
21.1			List of Subsidiaries^*

23.1			Consent of Ernst & Young (Hellas) Certified Auditors Accountants S.A.^*

23.2			Consent of Watson Farley & Williams LLP (included in its opinion filed as Exhibit 5.1)

23.3			Consent of Watson Farley & Williams LLP (included in its opinion filed as Exhibit 8.1)

24.1			Powers of Attorney (included in the signature pages hereto)^*

*	Filed herewith

†	To be filed either as an amendment to this Registration Statement or as an exhibit to a report of the Registrant filed pursuant to the Exchange Act and incorporated by reference into this Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece on February 19, 2021.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Stamatios Tsantanis and Will Vogel his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on February 19, 2021 in the capacities indicated.

Signature			Title
/s/ Stamatios Tsantanis			Director, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
Stamatios Tsantanis

/s/ Stavros Gyftakis			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Stavros Gyftakis

/s/ Christina Anagnostara			Director
Christina Anagnostara

/s/ Dimitrios Anagnostopoulos			Director
Dimitrios Anagnostopoulos

/s/ Elias Culucundis			Director
Elias Culucundis

/s/ Ioannis Kartsonas			Director
Ioannis Kartsonas

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AUTHORIZED REPRESENTATIVE

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Seanergy Maritime Holdings Corp., has signed this registration statement in the City of Newark, State of Delaware on February 19, 2021.

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Exhibit 3.2

ARTICLES OF AMENDMENT

TO THE

RESTATED ARTICLES OF INCORPORATION

SEANERGY MARITIME HOLDINGS CORP.

PURSUANT TO SECTION 90 OF

THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

I, Stamatios Tsantanis, as the Chief Executive Officer of Seanergy Maritime Holdings Corp., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Corporation”), for the purpose of amending the Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certify:

The name of the Corporation is: Seanergy Maritime Holdings Corp.

The Articles of Incorporation were filed with the Registrar of Corporations as of the 4th day of January, 2008, were amended and restated in their entirety as of the 11^th day of July, 2008, and were further amended as of the 17^th day of July, 2009, the 22^nd day of July, 2010, the 17^th day of June, 2011, the 4^th day of August, 2011, the 7^th day of January 2016 and the 19^th day of March 2019 and restated in their entirety as of the 10^th day of July 2019.

Paragraph FOURTH of the Restated Articles of Incorporation is hereby deleted in its entirety and replaced with the following:

“FOURTH: The aggregate number of shares of capital stock that the Corporation shall have the authority to issue is five hundred and twenty-five million (525,000,000) consisting of the following:

(1) five hundred million (500,000,000) registered shares of common stock with a par value of US $0.0001 per share.

(2) twenty-five million (25,000,000) registered shares of preferred stock (“preferred shares”), with a par value of US $0.0001 per share. The Board of Directors (the “Board”) is expressly granted the authority to issue preferred shares and to establish such series of preferred shares and with such designations, preferences and relative participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolutions providing for the issue of such preferred shares and without further vote or action by the shareholders.

Effective with the commencement of business on June 30, 2020, the Corporation has effected a 1 for 16 reverse stock split as to its issued and outstanding common stock, pursuant to which the number of issued and outstanding shares of common stock shall decrease from approximately 480,298,189 to approximately 30,018,636, subject to adjustment for the cancellation of fractional shares. The reverse stock split shall not change the number of registered shares of common stock the Corporation is authorized to issue or the par value of the common stock. The stated capital of the Corporation is hereby reduced from approximately $48,029.82 to approximately $3,001.86, subject to adjustment for the cancellation of the fractional shares, and the amount of the reduction in stated capital shall be allocated to surplus.”

All other provisions of the Restated Articles of Incorporation shall remain unchanged.

This amendment to the Restated Articles of Incorporation was approved by vote of the holders of a majority of all outstanding shares of the Corporation with a right to vote thereon at the annual meeting of the shareholders of the Corporation held on October 17, 2019, and by the Corporation’s Board of Directors on June 25, 2020.

IN WITNESS WHEREOF, I have executed this Amendment to the Restated Articles of Incorporation on this 29^th day of June, 2020.

	/s/ Stamatios Tsantanis
	Name: Stamatios Tsantanis
	Title: Chief Executive Officer

Exhibit 5.1

Seanergy Maritime Holdings Corp. 154 Vouliagmenis Avenue 166 74 Glyfada Athens, Greece

Our reference: 31339.50005/80779934v3

February 19, 2021

Seanergy Maritime Holdings Corp.: Exhibit 5.1 Opinion

Ladies and Gentlemen:

We have acted as counsel to Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form F-1 (as amended and supplemented from time to time, the “Registration Statement”), filed on the date hereof registering the resale of up to an aggregate of 48,236,327 common shares, par value $0.0001 per share (the “Common Shares”) of the Company, consisting of 7,031,183 Common Shares of the Company (the “Issued Shares”) and 41,205,144 Common Shares (the “Issuable Shares”) issuable upon the exercise or conversion of convertible securities as described within in the Registration Statement (the “Convertible Securities”). Each Convertible Security was issued by the Company in a transaction exempt from registration under the Securities Act of 1933, as amended.

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(a)	the Registration Statement and the prospectus included therein (as amended and supplemented, the “Prospectus”);

(b)	the Convertible Securities;

(c)	the Company’s restated articles of incorporation and third amended and restated bylaws of the Company (each as amended to date, together, the “Articles and Bylaws”); and

(d)	such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company as we have deemed relevant and necessary as the basis for the opinions hereafter expressed.

In such examination, we have assumed (a) the legal competence or capacity of persons or entities (other than the Company) to complete the execution of documents, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinions set forth herein are true, correct and complete, and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us. As to matters of fact material to this opinion that have not been independently established, we have relied upon the representations and certificates of officers or representatives of the Company and of public officials, in each case as we have deemed relevant and appropriate. We have not independently verified the facts so relied on.

Page 2

We have assumed that the Company will, at the time of any issuance of Issuable Shares, have a sufficient number of authorized but unissued shares of common stock pursuant to its Articles to so issue the relevant number of Issuable Shares. We have also assumed that, at or prior to the time of the delivery of any of the Issuable Shares, there will not have occurred any change in the law or the facts affecting the validity of the Convertible Securities.

This opinion letter is limited to Marshall Islands law and is as of the date hereof. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein.

Based on the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that:

1.	The Issued Shares have been duly authorized and are validly issued and fully paid and non-assessable. The Issuable Shares have been duly authorized by the Company.

2.	When each of the Issuable Shares is issued and delivered upon the exercise or conversion of the applicable Convertible Security in accordance with its respective terms, each Issuable Share will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement, the discussion of this opinion in the Registration Statement, and the references to our firm in the Prospectus. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

Very truly yours,

Watson Farley & Williams LLP

/s/ Watson Farley & Williams LLP

Exhibit 8.1

Seanergy Maritime Holdings Corp. 154 Vouliagmenis Avenue 166 74 Glyfada Athens, Greece
Our reference: 31339.50005/80780150v4

February 19, 2021

Seanergy Maritime Holdings Corp.: Exhibit 8.1 Opinion

To Whom It May Concern:

In rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(i)	the Registration Statement and the prospectus included therein (as amended and supplemented, the “Prospectus”), including the Company’s annual report on Form 20-F (the “Annual Report”) incorporated by reference therein; and

(ii)	such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company, as we have deemed relevant and necessary as the basis for the opinions hereafter expressed.

In such examination, we have assumed (a) the legal capacity of each natural person, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct and complete and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

Page 2

As to matters of fact material to this opinion that have not been independently established, we have relied upon the representations and certificates of public officials, directors and officers of the Company and others, in each case as we have deemed relevant and appropriate. We have not independently verified the facts so relied on.

We have reviewed the discussion set forth in the Annual Report under the heading “Item 10. Additional Information—E. Taxation—United States Federal Income Consequences”. Based on the representations, covenants, assumptions, conditions and qualifications described in such section, and taking into account the fact that the discussions set forth in such section do not purport to discuss all possible U.S. federal income tax consequences of the ownership and disposition of the Company’s common shares, and subject to the qualifications, limitations and assumptions set forth herein, we confirm that the discussions set forth in such section, to the extent they constitute summaries of law or legal conclusions, unless otherwise noted, constitute our opinion with respect to the material U.S. federal income tax consequences of the ownership and disposition of the Company’s common shares as of the date of the Registration Statement, and accurately state our views as to the tax matters discussed therein (except for the representations and statements of fact of the Company included under such caption, as to which we express no opinion). We express no opinion as to any U.S. federal income tax consequences other than the opinion set forth above. Except as set forth in the paragraph below concerning Marshall Islands tax considerations, we express no opinion with respect to tax consequences under any state, local, or non-U.S. tax law.

We have reviewed the discussion set forth in the Annual Report under the heading “Item 10. Additional Information—E. Taxation—Marshall Islands Tax Consequences”. Based on the facts as set forth in the Registration Statement and the Prospectus, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we confirm that the statements in such discussion, to the extent they constitute legal conclusions, unless otherwise noted, are the opinion of Watson Farley & Williams LLP with respect to Marshall Islands tax consequences as of the date of the Prospectus (except for the representations and statements of fact of the Company included under such caption, as to which we express no opinion).

Our opinions and the tax discussion as set forth in the Registration Statement are based on the current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service which may be cited or used as precedents and case law, and the law of the Republic of the Marshall Islands as in effect on the date hereof, any of which may be changed at any time with retroactive effect. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.

We consent to the filing of this opinion as an exhibit to the Registration Statement, the discussion of this opinion in the Registration Statement and to the references to our firm in the Registration Statement and the Prospectus. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

Very truly yours,

Watson Farley & Williams LLP

/s/ Watson Farley & Williams LLP

Exhibit 10.5

AMENDED AND RESTAted

Seanergy maritime holdings corporation
2011 EQUITY INCENTIVE PLAN

Adopted on JANUARY 18, 2021

ARTICLE I.
General

1.1.

Purpose

The Seanergy Maritime Holdings Corp. 2011 Equity Incentive Plan (the “Plan”) is designed to provide certain Key Persons (as defined below), whose initiative and efforts are deemed to be important to the successful conduct of the business of Seanergy Maritime Holdings Corp. (the “Company”), with incentives to (a) enter into and remain in the service of the Company or its Affiliates (as defined below), (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company.

1.2.

Administration

(a) Administration. The Plan shall be administered by the Compensation Committee of the Company’s Board of Directors (the “Board”) or such other committee of the Board as may be designated by the Board to administer the Plan (the “Administrator”); provided that (i) in the event the Company is subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), the Administrator shall be composed of two or more directors, each of whom is a “Non-Employee Director” (a “Non-Employee Director”) under Rule 16b-3 (as promulgated and interpreted by the Securities and Exchange Commission (the “SEC”) under the 1934 Act, or any successor rule or regulation thereto as in effect from time to time (“Rule 16b-3”)), and (ii) the Administrator shall be composed solely of two or more directors who are “independent directors” under the rules of any stock exchange on which the Company’s Common Stock (as defined below) is traded; provided further, however, that, (A) the requirement in the preceding clause (i) shall apply only when required to exempt an Award intended to qualify for an exemption under the applicable provisions referenced therein, (B) the requirement in the preceding clause (ii) shall apply only when required pursuant to the applicable rules of the applicable stock exchange and (C) if at any time the Administrator is not so composed as required by the preceding provisions of this sentence, that fact will not invalidate any grant made, or action taken, by the Administrator hereunder that otherwise satisfies the terms of the Plan. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Administrator by the Plan, the Administrator shall have the full power and authority to: (1) designate the Persons (as defined below) to receive Awards (as defined below) under the Plan; (2) determine the types of Awards granted to a participant under the Plan; (3) determine the number of shares to be covered by, or with respect to which payments, rights or other matters are to be calculated with respect to, Awards; (4) determine the terms and conditions of any Awards; (5) determine whether, and to what extent, and under what circumstances, Awards may be settled or exercised in cash, shares, other securities, other Awards or other property, or cancelled, forfeited or suspended, and the methods by which Awards may be settled, exercised, cancelled, forfeited or suspended; (6) determine whether, to what extent, and under what circumstances cash, shares, other securities, other Awards, other property and other amounts payable with respect to an Award shall be deferred, either automatically or at the election of the holder thereof or the Administrator; (7) construe, interpret and implement the Plan and any Award Agreement (as defined below); (8) prescribe, amend, rescind or waive rules and regulations relating to the Plan, including rules governing its operation, and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (9) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award Agreement; and (10) make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Administrator, may be made at any time and shall be final, conclusive and binding upon all Persons.

(b) General Right of Delegation. Except to the extent prohibited by applicable law, the applicable rules of a stock exchange or any charter, by-laws or other agreement governing the Administrator, the Administrator may delegate all or any part of its responsibilities to any Person or Persons selected by it; provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (i) individuals who are subject to Section 16 of the 1934 Act, or (ii) officers of the Company (or directors of the Company) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under applicable securities laws (including, without limitation, Rule 16b-3, to the extent applicable) and the rules of any applicable stock exchange. Any delegation hereunder shall be subject to the restrictions and limits that the Administrator specifies at the time of such delegation, and the Administrator may at any time rescind the authority so delegated or appoint a new delegate. At all times, the delegatee appointed under this Section 1.2(b) shall serve in such capacity at the pleasure of the Administrator.

(c) Indemnification. No member of the Board, the Administrator or any employee of the Company or an Affiliate (each such Person, a "Covered Person") shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Covered Person shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability or expense (including attorneys' fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person, with the Company's approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person; provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company's choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person's bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company's articles of incorporation or by-laws (in each case, as amended and/or restated). The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company's articles of incorporation or by-laws (in each case, as amended and/or restated), as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Persons or hold them harmless.

(d) Delegation of Authority to Senior Officers. The Administrator may, in accordance with and subject to the terms of Section 1.2(b), delegate, on such terms and conditions as it determines, to one or more senior officers of the Company the authority to make grants of Awards to employees of the Company and its Subsidiaries (as defined below) (including any such prospective employee) and consultants of the Company and its Subsidiaries.

(e) Award Grants. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards to Non-Employee Directors or administer the Plan with respect to such Awards, in which event the Board shall have all the authority and responsibility granted to the Administrator herein with respect to such Awards. In determining Awards to be granted under the Plan, the Administrator shall take into account such factors as it deem advisable, which may include taking into account the Company’s performance, the Award recipient’s performance, and/or the satisfaction of any performance goals or targets as may established from time to time.

1.3.

Persons Eligible for Awards

The Persons eligible to receive Awards under the Plan are those directors, officers and employees (including any prospective officer or employee) of the Company and its Subsidiaries and Affiliates and consultants and service providers (including individuals who are employed by or provide services to any entity that is itself such a consultant or service provider) to the Company and its Subsidiaries and Affiliates (collectively, “Key Persons”) as the Administrator shall select.

1.4.

Types of Awards

Awards may be made under the Plan in the form of (a) “incentive stock options” that are intended to qualify for special U.S. federal income tax treatment pursuant to Sections 421 and 422 of the Code (as defined below), as may be amended from time to time, or pursuant to a successor provision of the Code, and which is so designated in the applicable Award Agreement, (b) non-qualified stock options (i.e., any stock options granted under the Plan that are not “incentive stock options”), (c) stock appreciation rights, (d) restricted stock, (e) restricted stock units and (f) unrestricted stock, all as more fully set forth in the Plan. The term “Award” means any of the foregoing that are granted under the Plan. No incentive stock option (other than an incentive stock option that may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the Code applies) may be granted under the Plan to a Person who is not eligible to receive an incentive stock option under the Code.

1.5.

Shares Available for Awards; Adjustments for Changes in Capitalization

(a) Maximum Number. Subject to adjustment as provided in Section 1.5(c), the aggregate number of shares of common stock of the Company, par value $.0001 (“Common Stock”), with respect to which Awards may at any time be granted under the Plan shall be 4,000,000. The following shares of Common Stock shall again become available for Awards under the Plan: (i) any shares that are subject to an Award under the Plan and that remain unissued upon the cancellation or termination of such Award for any reason whatsoever; (ii) any shares of restricted stock forfeited pursuant to the Plan or the applicable Award Agreement; provided that any dividend equivalent rights with respect to such shares that have not theretofore been directly remitted to the grantee are also forfeited; and (iii) any shares in respect of which an Award is settled for cash without the delivery of shares to the grantee. Any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall again become available to be delivered pursuant to Awards under the Plan.

(b) Source of Shares. Shares issued pursuant to the Plan may be authorized but unissued Common Stock or treasury shares. The Administrator may direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as may apply to such shares.

(c) Adjustments. (i) In the event that any dividend or other distribution (whether in the form of cash, Company shares, other securities or other property), stock split, reverse stock split, reorganization, merger, consolidation, split-up, combination, repurchase or exchange of Company shares or other securities of the Company, issuance of warrants or other rights to purchase Company shares or other securities of the Company, or other similar corporate transaction or event, other than an Equity Restructuring (as defined below), affects the Company shares such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Award, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of the number of shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan, including the maximum number of shares issuable to an individual as set forth in Section 1.5(d).

(ii) The Administrator is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 1.5(c)(i) or the occurrence of a Change in Control (as defined below), other than an Equity Restructuring) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Award, including providing for (A) adjustment to (1) the number of shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (2) the Exercise Price (as defined below) with respect to any Award and (B) a substitution or assumption of Awards, accelerating the exercisability or vesting of, or lapse of restrictions on, Awards, or accelerating the termination of Awards by providing for a period of time for exercise prior to the occurrence of such event, or, if deemed appropriate or desirable, providing for a cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award (it being understood that, in such event, any option or stock appreciation right having a per share Exercise Price equal to, or in excess of, the Fair Market Value (as defined below) of a share subject to such option or stock appreciation right may be cancelled and terminated without any payment or consideration therefor); provided, however, that with respect to options and stock appreciation rights, unless otherwise determined by the Administrator, such adjustment shall be made in accordance with the provisions of Section 424(h) of the Code.

(iii) In the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially all the Company’s assets or (C) a merger, reorganization or consolidation involving the Company or one of its Subsidiaries (as defined below), the Administrator shall have the power to:

(1) provide that outstanding options, stock appreciation rights and/or restricted stock units (including any related dividend equivalent right) shall either continue in effect, be assumed or an equivalent award shall be substituted therefor by the successor corporation or a parent corporation or subsidiary corporation;

(2) cancel, effective immediately prior to the occurrence of such event, options, stock appreciation rights and/or restricted stock units (including each dividend equivalent right related thereto) outstanding immediately prior to such event (whether or not then exercisable) and, in full consideration of such cancellation, pay to the holder of such Award a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Administrator) of the shares subject to such Award over the aggregate Exercise Price of such Award (it being understood that, in such event, any option or stock appreciation right having a per share Exercise Price equal to, or in excess of, the Fair Market Value of a share subject to such option or stock appreciation right may be cancelled and terminated without any payment or consideration therefor); or

(3) notify the holder of an option or stock appreciation right in writing or electronically that each option and stock appreciation right shall be fully vested and exercisable for a period of 30 days from the date of such notice, or such shorter period as the Administrator may determine to be reasonable, and the option or stock appreciation right shall terminate upon the expiration of such period (which period shall expire no later than immediately prior to the consummation of the corporate transaction).

(iv) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in this Section 1.5(c):

(A) The number and type of securities or other property subject to each outstanding Award and the Exercise Price or grant price thereof, if applicable, shall be equitably adjusted; and

(B) The Administrator shall make such equitable adjustments, if any, as the Administrator may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations set forth in Sections 1.5(a) and 1.5(d)). The adjustments provided under this Section 1.5(c)(iv) shall be nondiscretionary and shall be final and binding on the affected participant and the Company.

(d) Individual Limit. Except for the limits set forth in this Section 1.5, no provision of this Plan shall be deemed to limit the number or value of shares of Common Stock with respect to which the Administrator may make Awards to any Key Person. Subject to adjustment as provided in Section 1.5(c), the total number of shares of Common Stock with respect to which incentive stock options may be granted under the Plan to any one employee of the Company or a “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) of the Company during any one calendar year shall not exceed 3,125,000. Incentive stock options granted and subsequently cancelled or deemed to be cancelled (e.g., as a result of re-pricing) in a calendar year count against the limit in the preceding sentence even after their cancellation.

1.6.

Definitions of Certain Terms

(a) “Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Administrator.

(b) Unless otherwise set forth in the applicable Award Agreement, in connection with a termination of employment or consultancy/service relationship or a dismissal from Board membership, for purposes of the Plan, the term “for Cause” shall be defined as follows:

(i) if there is an employment, severance, consulting, service, change in control or other agreement governing the relationship between the grantee, on the one hand, and the Company or an Affiliate, on the other hand, that contains a definition of “cause” (or similar phrase), for purposes of the Plan, the term “for Cause” shall mean those acts or omissions that would constitute “cause” under such agreement; or

(ii) if the preceding clause (i) is not applicable to the grantee, for purposes of the Plan, the term "for Cause" shall mean any of the following:

(A) any failure by the grantee substantially to perform the grantee’s employment or consulting/service or Board membership duties;

(B) any excessive unauthorized absenteeism by the grantee;

(D) any act or omission by the grantee that is or may be injurious to the Company or any Affiliate, whether monetarily, reputationally or otherwise;

(E) any act by the grantee that is inconsistent with the best interests of the Company or any Affiliate;

(F) the grantee’s gross negligence that is injurious to the Company or any Affiliate, whether monetarily, reputationally or otherwise;

(G) the grantee’s material violation of any of the policies of the Company or an Affiliate, as applicable, including, without limitation, those policies relating to discrimination or sexual harassment;

(H) the grantee’s material breach of his or her employment or service contract with the Company or any Affiliate;

(I) the grantee’s unauthorized (1) removal from the premises of the Company or an Affiliate of any document (in any medium or form) relating to the Company or an Affiliate or the customers or clients of the Company or an Affiliate or (2) disclosure to any Person of any of the Company’s, or any Affiliate’s, confidential or proprietary information;

(J) the grantee’s being convicted of, or entering a plea of guilty or nolo contendere to, any crime that constitutes a felony or involves moral turpitude; and

(K) the grantee’s commission of any act involving dishonesty or fraud.

Any rights the Company or its Affiliates may have under the Plan in respect of the events giving rise to a termination or dismissal “for Cause” shall be in addition to any other rights the Company or its Affiliates may have under any other agreement with a grantee or at law or in equity. Any determination of whether a grantee’s employment, consultancy/service relationship or Board membership is (or is deemed to have been) terminated “for Cause” shall be made by the Administrator. If, subsequent to a grantee’s voluntary termination of employment or consultancy/service relationship or voluntarily resignation from the Board or involuntary termination of employment or consultancy/service relationship without Cause or removal from the Board other than “for Cause”, it is discovered that the grantee’s employment or consultancy/service relationship or Board membership could have been terminated “for Cause”, the Administrator may deem such grantee’s employment or consultancy/service relationship or Board membership to have been terminated “for Cause” upon such discovery and determination by the Administrator.

(d) Unless otherwise set forth in the applicable Award Agreement, “Disability” shall mean the grantee’s being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or the grantee’s, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the grantee’s employer. The existence of a Disability shall be determined by the Administrator.

(e) “Equity Restructuring” shall mean a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the shares of Common Stock (or other securities of the Company) or the share price thereof and causes a change in the per share value of the shares underlying outstanding Awards.

(f) “Exercise Price” shall mean (i) in the case of options, the price specified in the applicable Award Agreement as the price-per-share at which such share can be purchased pursuant to the option or (ii) in the case of stock appreciation rights, the price specified in the applicable Award Agreement as the reference price-per-share used to calculate the amount payable to the grantee.

(g) The “Fair Market Value” of a share of Common Stock on any day shall be the closing price on the Nasdaq Global Market, or such other primary stock exchange upon which such shares are then listed, as reported for such day in The Wall Street Journal, or, if no such price is reported for such day, the average of the high bid and low asked price of Common Stock as reported for such day. If no quotation is made for the applicable day, the Fair Market Value of a share of Common Stock on such day shall be determined in the manner set forth in the preceding sentence for the next preceding trading day. Notwithstanding the foregoing, if there is no reported closing price or high bid/low asked price that satisfies the preceding sentences, or if otherwise deemed necessary or appropriate by the Administrator, the Fair Market Value of a share of Common Stock on any day shall be determined by such methods and procedures as shall be established from time to time by the Administrator. The “Fair Market Value” of any property other than Common Stock shall be the fair market value of such property determined by such methods and procedures as shall be established from time to time by the Administrator.

(h) "Person" shall mean any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

(i) “Repricing” shall mean (i) lowering the Exercise Price of an option or a stock appreciation right after it has been granted, (ii) the cancellation of an option or a stock appreciation right in exchange for cash or another Award when the Exercise Price exceeds the Fair Market Value of the underlying shares subject to the Award and (iii) any other action with respect to an option or a stock appreciation right that is treated as a repricing under (A) generally accepted accounting principles or (B) any applicable stock exchange rules.

(j) Unless otherwise set forth in the applicable Award Agreement, “Retirement” shall mean a grantee’s resignation of employment or consultancy/service relationship or dismissal from the Board, with the Company’s or its applicable Affiliate’s prior consent, on or after (i) his or her 65th birthday, (ii) the date on which he or she has attained age 60 and completed at least five years of service with the Company or one or more of its Affiliates (using any method of calculation the Administrator deems appropriate) or (iii) if approved by the Administrator, on or after his or her having completed at least 20 years of service with the Company or one or more of its Affiliates (using any method of calculation the Administrator deems appropriate).

(k) “Subsidiary” shall mean any entity in which the Company, directly or indirectly, has a 50% or more equity interest.

ARTICLE II.
Awards Under The Plan

2.1.

Agreements Evidencing Awards

Each Award granted under the Plan shall be evidenced by a written certificate (“Award Agreement”), which shall contain such provisions as the Administrator may deem necessary or desirable and which may, but need not, require execution or acknowledgment by a grantee. The Award shall be subject to all of the terms and provisions of the Plan and the applicable Award Agreement.

2.2.

Grant of Stock Options and Stock Appreciation Rights

(a) Stock Option Grants. The Administrator may grant non-qualified stock options and/or incentive stock options (collectively, “options”) to purchase shares of Common Stock from the Company to such Key Persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan. Except to the extent otherwise specifically provided in the applicable Award Agreement, no option will be treated as an “incentive stock option” for purposes of the Code. Incentive stock options may be granted to employees of the Company and any “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) of the Company. In the case of incentive stock options, the terms and conditions of such Awards shall be subject to such applicable rules as may be prescribed by Sections 421, 422 and 424 of the Code and any regulations related thereto, as may be amended from time to time. If an option is intended to be an incentive stock option, and if for any reason such option (or any portion thereof) shall not qualify as an incentive stock option for purposes of Section 422 of the Code, then, to the extent of such non-qualification, such option (or portion thereof) shall be regarded as a non-qualified stock option appropriately granted under the Plan; provided that such option (or portion thereof) otherwise complies with the Plan’s requirements relating to option Awards. It shall be the intent of the Administrator to not grant an Award in the form of stock options to any Key Person who is then subject to the requirements of Section 409A of the Code with respect to such Award if the Common Stock (as defined below) underlying such Award does not then qualify as “service recipient stock” for purposes of Section 409A. Furthermore, it shall be the intent of the Administrator, in granting options to Key Persons who are subject to Section 409A and/or 457 of the Code, to structure such options so as to comply with the requirements of Section 409A and/or 457 of the Code, as applicable.

(b) Stock Appreciation Right Grants; Types of Stock Appreciation Rights. The Administrator may grant stock appreciation rights to such Key Persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan. The terms of a stock appreciation right may provide that it shall be automatically exercised for a payment upon the happening of a specified event that is outside the control of the grantee and that it shall not be otherwise exercisable. Stock appreciation rights may be granted in connection with all or any part of, or independently of, any option granted under the Plan. It shall be the intent of the Administrator to not grant an Award in the form of stock appreciation rights to any Key Person (i) who is then subject to the requirements of Section 409A of the Code with respect to such Award if the Common Stock underlying such Award does not then qualify as “service recipient stock” for purposes of Section 409A or (ii) if such Award would create adverse tax consequences for such Key Person under Section 457A of the Code.

(c) Nature of Stock Appreciation Rights. The grantee of a stock appreciation right shall have the right, subject to the terms of the Plan and the applicable Award Agreement, to receive from the Company an amount equal to (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the stock appreciation right over the Exercise Price of the stock appreciation right, multiplied by (ii) the number of shares with respect to which the stock appreciation right is exercised. Each Award Agreement with respect to a stock appreciation right shall set forth the Exercise Price of such Award and, unless otherwise specifically provided in the Award Agreement, the Exercise Price of a stock appreciation right shall equal the Fair Market Value of a share of Common Stock on the date of grant; provided that in no event may such Exercise Price be less than the greater of (A) the Fair Market Value of a share of Common Stock on the date of grant and (B) the par value of a share of Common Stock. Payment upon exercise of a stock appreciation right shall be in cash or in shares of Common Stock (valued at their Fair Market Value on the date of exercise of the stock appreciation right) or any combination of both, all as the Administrator shall determine. Repricing of stock appreciation rights granted under the Plan shall not be permitted (1) to the extent such action could cause adverse tax consequences to the grantee under Sections 409A or 457A of the Code or (2) without prior shareholder approval, to the extent such approval would be required to be obtained by the Company pursuant to the applicable rules of any applicable stock exchange on which the Common Stock is then listed, and any action that would be deemed to result in a Repricing of a stock appreciation right shall be deemed null and void if it would cause such adverse tax consequences or if any requisite shareholder approval related thereto is not obtained prior to the effective time of such action. Upon the exercise of a stock appreciation right granted in connection with an option, the number of shares subject to the option shall be reduced by the number of shares with respect to which the stock appreciation right is exercised. Upon the exercise of an option in connection with which a stock appreciation right has been granted, the number of shares subject to the stock appreciation right shall be reduced by the number of shares with respect to which the option is exercised.

(d) Option Exercise Price. Each Award Agreement with respect to an option shall set forth the Exercise Price of such Award and, unless otherwise specifically provided in the Award Agreement, the Exercise Price of an option shall equal the Fair Market Value of a share of Common Stock on the date of grant; provided that in no event may such Exercise Price be less than the greater of (i) the Fair Market Value of a share of Common Stock on the date of grant and (ii) the par value of a share of Common Stock. Repricing of options granted under the Plan shall not be permitted (1) to the extent such action could cause adverse tax consequences to the grantee under Sections 409A or 457A of the Code or (2) without prior shareholder approval, to the extent such approval would be required to be obtained by the Company pursuant to the applicable rules of any applicable stock exchange on which the Common Stock is then listed, and any action that would be deemed to result in a Repricing of an option shall be deemed null and void if it would cause such adverse tax consequences or if any requisite shareholder approval related thereto is not obtained prior to the effective time of such action.

2.3.

Exercise of Options and Stock Appreciation Rights

Subject to the other provisions of this Article II and the Plan, each option and stock appreciation right granted under the Plan shall be exercisable as follows:

(a) Timing and Extent of Exercise. Options and stock appreciation rights shall be exercisable at such times and under such conditions as determined by the Administrator and set forth in the corresponding Award Agreement, but in no event shall any portion of such Award be exercisable subsequent to the tenth anniversary of the date on which such Award was granted. Unless the applicable Award Agreement otherwise provides, an option or stock appreciation right may be exercised from time to time as to all or part of the shares as to which such Award is then exercisable.

(b) Notice of Exercise. An option or stock appreciation right shall be exercised by the filing of a written notice with the Company or the Company’s designated exchange agent (the “Exchange Agent”), on such form and in such manner as the Administrator shall prescribe.

(c) Payment of Exercise Price. Any written notice of exercise of an option shall be accompanied by payment for the shares being purchased. Such payment shall be made: (i) by certified or official bank check (or the equivalent thereof acceptable to the Company or its Exchange Agent) for the full option Exercise Price; (ii) with the consent of the Administrator, which consent shall be given or withheld in the sole discretion of the Administrator, by delivery of shares of Common Stock having a Fair Market Value (determined as of the exercise date) equal to all or part of the option Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company or its Exchange Agent) for any remaining portion of the full option Exercise Price; or (iii) at the sole discretion of the Administrator and to the extent permitted by law, by such other provision, consistent with the terms of the Plan, as the Administrator may from time to time prescribe (whether directly or indirectly through the Exchange Agent), or by any combination of the foregoing payment methods.

(d) Delivery of Certificates Upon Exercise. Subject to Sections 3.2, 3.4 and 3.13, promptly after receiving payment of the full option Exercise Price, or after receiving notice of the exercise of a stock appreciation right for which the Administrator determines payment will be made partly or entirely in shares, the Company or its Exchange Agent shall (i) deliver to the grantee, or to such other Person as may then have the right to exercise the Award, a certificate or certificates for the shares of Common Stock for which the Award has been exercised or, in the case of stock appreciation rights, for which the Administrator determines will be made in shares or (ii) establish an account evidencing ownership of the stock in uncertificated form. If the method of payment employed upon an option exercise so requires, and if applicable law permits, an optionee may direct the Company or its Exchange Agent, as the case may be, to deliver the stock certificate(s) to the optionee’s stockbroker.

(e) No Stockholder Rights. No grantee of an option or stock appreciation right (or other Person having the right to exercise such Award) shall have any of the rights of a stockholder of the Company with respect to shares subject to such Award until the issuance of a stock certificate to such Person for such shares. Except as otherwise provided in Section 1.5(c), no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

2.4.

Termination of Employment; Death Subsequent to a Termination of Employment

(a) General Rule. Except to the extent otherwise provided in paragraphs (b), (c), (d), (e) or (f) of this Section 2.4 or Section 3.5(b)(iii), a grantee who incurs a termination of employment or consultancy/service relationship or dismissal from the Board may exercise any outstanding option or stock appreciation right on the following terms and conditions: (i) exercise may be made only to the extent that the grantee was entitled to exercise the Award on the date of termination of employment or consultancy/service relationship or dismissal from the Board, as applicable; and (ii) exercise must occur within three months after termination of employment or consultancy/service relationship or dismissal from the Board but in no event after the original expiration date of the Award.

(b) Dismissal “for Cause”. If a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board “for Cause”, all options and stock appreciation rights not theretofore exercised shall immediately terminate upon the grantee’s termination of employment or consultancy/service relationship or dismissal from the Board.

(c) Retirement. If a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board as the result of his or her Retirement, then any outstanding option or stock appreciation right shall, to the extent exercisable at the time of such Retirement, remain exercisable for a period of three years after such Retirement; provided that in no event may such option or stock appreciation right be exercised following the original expiration date of the Award.

(d) Disability. If a grantee incurs a termination of employment or consultancy/service relationship or a dismissal from the Board by reason of a Disability, then any outstanding option or stock appreciation right shall, to the extent exercisable at the time of such termination or dismissal, remain exercisable for a period of one year after such termination or dismissal; provided that in no event may such option or stock appreciation right be exercised following the original expiration date of the Award.

(e) Death.

(i) Termination of Employment as a Result of Grantee’s Death. If a grantee incurs a termination of employment or consultancy/service relationship or leaves the Board as the result of his or her death, then any outstanding option or stock appreciation right shall, to the extent exercisable at the time of such death, remain exercisable for a period of one year after such death; provided that in no event may such option or stock appreciation right be exercised following the original expiration date of the Award.

(ii) Restrictions on Exercise Following Death. Any such exercise of an Award following a grantee’s death shall be made only by the grantee’s executor or administrator or other duly appointed representative reasonably acceptable to the Administrator, unless the grantee’s will specifically disposes of such Award, in which case such exercise shall be made only by the recipient of such specific disposition. If a grantee’s personal representative or the recipient of a specific disposition under the grantee’s will shall be entitled to exercise any Award pursuant to the preceding sentence, such representative or recipient shall be bound by all the terms and conditions of the Plan and the applicable Award Agreement which would have applied to the grantee.

(f) Administrator Discretion. The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.4.

2.5.

Transferability of Options and Stock Appreciation Rights

Except as otherwise specifically provided in this Plan or the applicable Award Agreement evidencing an option or stock appreciation right, during the lifetime of a grantee, each such Award granted to a grantee shall be exercisable only by the grantee, and no such Award may be sold, assigned, transferred, pledged or otherwise encumbered or disposed of other than by will or by the laws of descent and distribution. The Administrator may, in any applicable Award Agreement evidencing an option or stock appreciation right, permit a grantee to transfer all or some of the options or stock appreciation rights to (a) the grantee’s spouse, children or grandchildren (“Immediate Family Members”), (b) a trust or trusts for the exclusive benefit of such Immediate Family Members or (c) other parties approved by the Administrator. Following any such transfer, any transferred options and stock appreciation rights shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.

2.6.

Grant of Restricted Stock

(a) Restricted Stock Grants. The Administrator may grant restricted shares of Common Stock to such Key Persons, in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions as the Administrator shall determine, subject to the provisions of the Plan. A grantee of a restricted stock Award shall have no rights with respect to such Award unless such grantee accepts the Award within such period as the Administrator shall specify by accepting delivery of a restricted stock Award Agreement in such form as the Administrator shall determine and, in the event the restricted shares are newly issued by the Company, makes payment to the Company or its Exchange Agent by certified or official bank check (or the equivalent thereof acceptable to the Administrator) in an amount at least equal to the par value of the shares covered by the Award (which payment may be waived at the time of grant of the restricted stock Award to the extent the restricted shares granted hereunder are otherwise deemed to be fully paid and non-assessable).

(b) Issuance of Stock Certificate. Promptly after a grantee accepts a restricted stock Award in accordance with Section 2.6(a), subject to Sections 3.2, 3.4 and 3.13, the Company or its Exchange Agent shall issue to the grantee a stock certificate or stock certificates for the shares of Common Stock covered by the Award or shall establish an account evidencing ownership of the stock in uncertificated form. Upon the issuance of such stock certificates, or establishment of such account, the grantee shall have the rights of a stockholder with respect to the restricted stock, subject to: (i) the nontransferability restrictions and forfeiture provisions described in the Plan (including paragraphs (d) and (e) of this Section 2.6); (ii) in the Administrator’s sole discretion, a requirement, as set forth in the Award Agreement, that any dividends paid on such shares shall be held in escrow and, unless otherwise determined by the Administrator, shall remain forfeitable until all restrictions on such shares have lapsed; and (iii) any other restrictions and conditions contained in the applicable Award Agreement.

(c) Custody of Stock Certificate. Unless the Administrator shall otherwise determine, any stock certificates issued evidencing shares of restricted stock shall remain in the possession of the Company until such shares are free of any restrictions specified in the applicable Award Agreement. The Administrator may direct that such stock certificates bear a legend setting forth the applicable restrictions on transferability.

(d) Nontransferability. Except as otherwise specifically provided in this Plan or the applicable Award Agreement evidencing a restricted stock Award, shares of restricted stock granted under the Plan may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of prior to the lapsing of all restrictions thereon. The Administrator at the time of grant shall specify the date or dates (which may depend upon or be related to the attainment of performance goals and other conditions) on which the nontransferability of the restricted stock shall lapse. The Administrator may, in any applicable Award Agreement evidencing a restricted stock Award, permit a grantee to transfer all or some of the shares of restricted stock prior to the lapsing of all restrictions thereon to (i) the grantee’s Immediate Family Members, (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members or (iii) other parties approved by the Administrator. Following any permitted transfer prior to the lapsing of all restrictions on the restricted stock, any transferred shares of restricted stock shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.

(e) Consequence of Termination of Employment. Unless otherwise set forth in the applicable Award Agreement, (i) a grantee’s termination of employment or consultancy/service relationship or dismissal from the Board for any reason other than death, Disability or Retirement shall cause the immediate forfeiture of all shares of restricted stock that have not yet vested as of the date of such termination of employment or consultancy/service relationship or dismissal from the Board and (ii) if a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board as the result of his or her death, Disability or Retirement, all shares of restricted stock that have not yet vested as of the date of such termination or departure from the Board shall immediately vest as of such date. Unless otherwise determined by the Administrator, all dividends paid on shares forfeited under this Section 2.6(e) that have not theretofore been directly remitted to the grantee shall also be forfeited, whether by termination of any escrow arrangement under which such dividends are held or otherwise. The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.6(e).

2.7.

Grant of Restricted Stock Units

(a) Restricted Stock Unit Grants. The Administrator may grant restricted stock units to such Key Persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan. A restricted stock unit granted under the Plan shall confer upon the grantee a right to receive from the Company, conditioned upon the occurrence of such vesting event as shall be determined by the Administrator and specified in the Award Agreement, the number of such grantee’s restricted stock units that vest upon the occurrence of such vesting event multiplied by the Fair Market Value of a share of Common Stock on the date of vesting. Payment upon vesting of a restricted stock unit shall be in cash or in shares of Common Stock (valued at their Fair Market Value on the date of vesting) or both, all as the Administrator shall determine, and such payments shall be made to the grantee at such time as provided in the Award Agreement, which the Administrator shall intend to be (i) if Section 409A of the Code is applicable to the grantee, within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 409A and the Treasury Regulations issued thereunder, unless the Administrator shall provide for deferral of the Award intended to comply with Section 409A, (ii) if Section 457A of the Code is applicable to the grantee, within the period required by Section 457A(d)(3)(B) such that it qualifies for the exemption thereunder, or (iii) if Sections 409A and 457A of the Code are not applicable to the grantee, at such time as determined by the Administrator.

(b) Dividend Equivalents. The Administrator may include in any Award Agreement with respect to a restricted stock unit a dividend equivalent right entitling the grantee to receive amounts equal to the ordinary dividends that would be paid, during the time such Award is outstanding and unvested, on the shares of Common Stock underlying such Award if such shares were then outstanding. In the event such a provision is included in a Award Agreement, the Administrator shall determine whether such payments shall be (i) paid to the holder of the Award, as specified in the Award Agreement, either (A) at the same time as the underlying dividends are paid, regardless of the fact that the restricted stock unit has not theretofore vested, or (B) at the time at which the Award’s vesting event occurs, conditioned upon the occurrence of the vesting event, (ii) made in cash, shares of Common Stock or other property and (iii) subject to such other vesting and forfeiture provisions and other terms and conditions as the Administrator shall deem appropriate and as shall be set forth in the Award Agreement.

(c) Consequence of Termination of Employment. Unless otherwise set forth in the applicable Award Agreement, (i) a grantee’s termination of employment or consultancy/service relationship or dismissal from the Board for any reason other than death, Disability or Retirement shall cause the immediate forfeiture of all restricted stock units that have not yet vested as of the date of such termination of employment or consultancy/service relationship or dismissal from the Board and (ii) if a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board as the result of his or her death, Disability or Retirement, all restricted stock units that have not yet vested as of the date of such termination or departure from the Board shall immediately vest as of such date. Unless otherwise determined by the Administrator, any dividend equivalent rights on any restricted stock units forfeited under this Section 2.7(c) that have not theretofore been directly remitted to the grantee shall also be forfeited, whether by termination of any escrow arrangement under which such dividends are held or otherwise. The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.7(c).

(d) No Stockholder Rights. No grantee of a restricted stock unit shall have any of the rights of a stockholder of the Company with respect to such Award unless and until a stock certificate is issued with respect to such Award upon the vesting of such Award (it being understood that the Administrator shall determine whether to pay any vested restricted stock unit in the form of cash or Company shares or both), which issuance shall be subject to Sections 3.2, 3.4 and 3.13. Except as otherwise provided in Section 1.5(c), no adjustment to any restricted stock unit shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate, if any, is issued.

(e) Transferability of Restricted Stock Units. Except as otherwise provided in an applicable Award Agreement evidencing a restricted stock unit, no restricted stock unit granted under the Plan shall be assignable or transferable. The Administrator may, in any applicable Award Agreement evidencing a restricted stock unit, permit a grantee to transfer all or some of the restricted stock units to (i) the grantee’s Immediate Family Members, (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members or (iii) other parties approved by the Administrator. Following any such transfer, any transferred restricted stock units shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.

2.8.

Grant of Unrestricted Stock

The Administrator may grant (or sell at a purchase price at least equal to par value) shares of Common Stock free of restrictions under the Plan to such Key Persons and in such amounts and subject to such forfeiture provisions as the Administrator shall determine. Shares may be thus granted or sold in respect of past services or other valid consideration.

ARTICLE III.
Miscellaneous

3.1.

Amendment of the Plan; Modification of Awards

(a) Amendment of the Plan. The Board may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever, except that no such amendment shall materially impair any rights or materially increase any obligations under any Award theretofore made under the Plan without the consent of the grantee (or, upon the grantee’s death, the Person having the right to exercise the Award). For purposes of this Section 3.1, any action of the Board or the Administrator that in any way alters or affects the tax treatment of any Award shall not be considered to materially impair any rights of any grantee.

(b) Stockholder Approval Requirement. If (1) required by applicable rules or regulations of a national securities exchange or the SEC, the Company shall obtain stockholder approval with respect to any amendment to the Plan that (i) expands the types of Awards available under the Plan, (ii) materially increases the aggregate number of shares which may be issued under the Plan, except as permitted pursuant to Section 1.5(c), (iii) materially increases the benefits to participants under the Plan, including any material change to (A) permit, or that has the effect of, a Repricing of any outstanding Award, (B) reduce the price at which shares or options to purchase shares may be offered or (C) extend the duration of the Plan, or (iv) materially expands the class of Persons eligible to receive Awards under the Plan, or (2) the Administrator determines that it desires to retain the ability to grant incentive stock options under the Plan thereafter, the Company shall obtain stockholder approval with respect to any amendment to the Plan that (i) increases the number of shares that may be issued under the Plan or the individual limit set forth under Section 1.5(d) of the Plan (except, in each case, as permitted pursuant to Section 1.5(c)) or (ii) expands the class of Persons eligible to receive incentive stock options under the Plan.

(c) Modification of Awards. The Administrator may cancel any Award under the Plan. The Administrator also may amend any outstanding Award Agreement, including, without limitation, by amendment which would: (i) accelerate the time or times at which the Award becomes unrestricted, vested or may be exercised; (ii) waive or amend any goals, restrictions or conditions set forth in the Award Agreement; or (iii) waive or amend the operation of Sections 2.4, 2.6(e) or 2.7(c) with respect to the termination of the Award upon termination of employment or consultancy/service relationship or dismissal from the Board; provided, however, that no such amendment shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Award. However, any such cancellation or amendment (other than an amendment pursuant to Section 1.5, 3.5 or 3.16) that materially impairs the rights or materially increases the obligations of a grantee under an outstanding Award shall be made only with the consent of the grantee (or, upon the grantee’s death, the Person having the right to exercise the Award). In making any modification to an Award (e.g., an amendment resulting in a direct or indirect reduction in the Exercise Price or a waiver or modification under Section 2.4(f), 2.6(e) or 2.7(c)), the Administrator may consider the implications, if any, of such modification under the Code with respect to incentive stock options granted under the Plan and/or Sections 409A and 457A of the Code with respect to Awards granted under the Plan to individuals subject to such provisions of the Code.

3.2.

Consent Requirement

(a) No Plan Action Without Required Consent. If the Administrator shall at any time determine that any Consent (as defined below) is necessary or desirable as a condition of, or in connection with, the granting of any Award under the Plan, the issuance or purchase of shares or other rights thereunder, or the taking of any other action thereunder (each such action being hereinafter referred to as a “Plan Action”), then such Plan Action shall not be taken, in whole or in part, unless and until such Consent shall have been effected or obtained to the full satisfaction of the Administrator.

(b) Consent Defined. The term “Consent” as used herein with respect to any Plan Action means (i) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule or regulation, (ii) any and all written agreements and representations by the grantee with respect to the disposition of shares, or with respect to any other matter, which the Administrator shall deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made and (iii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory bodies.

3.3.

Nonassignability

Except as provided in Sections 2.4(e), 2.5, 2.6(d) or 2.7(e), (a) no Award or right granted to any Person under the Plan or under any Award Agreement shall be assignable or transferable other than by will or by the laws of descent and distribution and (b) all rights granted under the Plan or any Award Agreement shall be exercisable during the life of the grantee only by the grantee or the grantee’s legal representative or the grantee’s permissible successors or assigns (as authorized and determined by the Administrator). All terms and conditions of the Plan and the applicable Award Agreements will be binding upon any permitted successors or assigns.

3.4.

Taxes

(a) Withholding. A grantee or other Award holder under the Plan shall be required to pay, in cash, to the Company, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to such grantee or other Award holder, the amount of any applicable withholding taxes in respect of an Award, its grant, its exercise, its vesting, or any payment or transfer under an Award or under the Plan, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment of such taxes. Whenever shares of Common Stock are to be delivered pursuant to an Award under the Plan, with the approval of the Administrator, which the Administrator shall have sole discretion whether or not to give, the grantee may satisfy the foregoing condition by electing to have the Company withhold from delivery shares having a value equal to the amount of minimum tax required to be withheld. Such shares shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to an Award as may be approved by the Administrator in its sole discretion.

(b) Liability for Taxes. Grantees and holders of Awards are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with Awards (including, without limitation, any taxes arising under Sections 409A and 457A of the Code) and the Company shall not have any obligation to indemnify or otherwise hold any such Person harmless from any or all of such taxes. The Administrator shall have the discretion to organize any deferral program, to require deferral election forms, and to grant or, notwithstanding anything to the contrary in the Plan or any Award Agreement, to unilaterally modify any Award in a manner that (i) conforms with the requirements of Sections 409A and 457A of the Code (to the extent applicable), (ii) voids any participant election to the extent it would violate Sections 409A or 457A of the Code (to the extent applicable) and (iii) for any distribution event or election that could be expected to violate Section 409A of the Code, make the distribution only upon the earliest of the first to occur of a "permissible distribution event" within the meaning of Section 409A of the Code or a distribution event that the participant elects in accordance with Section 409A of the Code. The Administrator shall have the sole discretion to interpret the requirements of the Code, including, without limitation, Sections 409A and 457A, for purposes of the Plan and all Awards.

3.5.

Change in Control

(a) Change in Control Defined. Unless otherwise set forth in the applicable Award Agreement, for purposes of the Plan, “Change in Control” shall mean the occurrence of any of the following:

(i) any “person” (as defined in Section 13(d)(3) of the 1934 Act), company or other entity (other than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (C) any company or other entity owned, directly or indirectly, by the holders of the voting stock of the Company in substantially the same proportions as their ownership of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company directly or indirectly “controls” (as defined in Rule 12b-2 under the 1934 Act)) acquires “beneficial ownership” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company;

(ii) the sale of all or substantially all the Company’s assets in one or more related transactions to any “person” (as defined in Section 13(d)(3) of the 1934 Act), company or other entity, other than such a sale (A) to a Subsidiary which does not involve a material change in the equity holdings of the Company, (B) to an entity which has acquired all or substantially all the Company’s assets (any such entity described in clause (A) or (B), the “Acquiring Entity”) if, immediately following such sale, 50% or more of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Acquiring Entity (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Acquiring Entity) is beneficially owned by the holders of the voting stock of the Company, and such voting power among the persons who were holders of the voting stock of the Company immediately prior to such sale is, immediately following such sale, held in substantially the same proportions as the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company immediately prior to such sale;

(iii) any merger, consolidation, reorganization or similar event of the Company or any Subsidiary as a result of which the holders of the voting stock of the Company immediately prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold 50% or more of the aggregate voting power of the capital stock of the surviving entity ordinarily entitled to elect directors of the surviving entity (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the surviving entity) and such voting power among the persons who were holders of the voting stock of the Company immediately prior to such sale is, immediately following such sale, held in substantially the same proportions as the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company immediately prior to such sale;

(iv) the approval by the Company’s stockholders of a plan of complete liquidation or dissolution of the Company; or

(v) during any period of 12 consecutive calendar months, individuals:

(A)

who were directors of the Company on the first day of such period, or

(B)

whose election or nomination for election to the Board was recommended or approved by at least a majority of the directors then still in office who were directors of the Company on the first day of such period, or whose election or nomination for election were so approved,

shall cease to constitute a majority of the Board.

Notwithstanding the foregoing, unless otherwise set forth in the applicable Award Agreement, for each Award subject to Section 409A of the Code, a Change in Control shall be deemed to have occurred under this Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code, provided that such limitation shall apply to such Award only to the extent necessary to avoid adverse tax effects under Section 409A of the Code.

(b) Effect of a Change in Control. Unless the Administrator provides otherwise in an Award Agreement, upon the occurrence of a Change in Control:

(i) notwithstanding any other provision of this Plan, any Award then outstanding shall become fully vested and any restriction and forfeiture provisions thereon imposed pursuant to the Plan and the Award Agreement shall lapse and any Award in the form of an option or stock appreciation right shall be immediately exercisable;

(ii) to the extent permitted by law and not otherwise limited by the terms of the Plan, the Administrator may amend any Award Agreement in such manner as it deems appropriate;

(iii) a grantee who incurs a termination of employment or consultancy/service relationship or dismissal from the Board for any reason, other than a termination or dismissal “for Cause”, concurrent with or within one year following the Change in Control may exercise any outstanding option or stock appreciation right, but only to the extent that the grantee was entitled to exercise the Award on the date of his or her termination of employment or consultancy/service relationship or dismissal from the Board, until the earlier of (A) the original expiration date of the Award and (B) the later of (x) the date provided for under the terms of Section 2.4 without reference to this Section 3.5(b)(iii) and (y) the first anniversary of the grantee’s termination of employment or consultancy/service relationship or dismissal from the Board.

(c) Miscellaneous. Whenever deemed appropriate by the Administrator, any action referred to in paragraph (b)(ii) of this Section 3.5 may be made conditional upon the consummation of the applicable Change in Control transaction. For purposes of the Plan and any Award Agreement granted hereunder, the term “Company” shall include any successor to Seanergy Maritime Holdings Corporation.

3.6.

Operation and Conduct of Business

Nothing in the Plan or any Award Agreement shall be construed as limiting or preventing the Company or any Affiliate from taking any action with respect to the operation and conduct of their business that they deem appropriate or in their best interests, including any or all adjustments, recapitalizations, reorganizations, exchanges or other changes in the capital structure of the Company or any Affiliate, any merger or consolidation of the Company or any Affiliate, any issuance of Company shares or other securities or subscription rights, any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or other securities or rights thereof, any dissolution or liquidation of the Company or any Affiliate, any sale or transfer of all or any part of the assets or business of the Company or any Affiliate, or any other corporate act or proceeding, whether of a similar character or otherwise.

3.7.

No Rights to Awards

No Key Person or other Person shall have any claim to be granted any Award under the Plan.

3.8.

Right of Discharge Reserved

Nothing in the Plan or in any Award Agreement shall confer upon any grantee the right to continue his or her employment with the Company or any Affiliate, his or her consultancy/service relationship with the Company or any Affiliate, or his or her position as a director of the Company or any Affiliate, or affect any right that the Company or any Affiliate may have to terminate such employment or consultancy/service relationship or service as a director.

3.9.

Non-Uniform Determinations

The Administrator’s determinations and the treatment of Key Persons and grantees and their beneficiaries under the Plan need not be uniform and may be made and determined by the Administrator selectively among Persons who receive, or who are eligible to receive, Awards under the Plan (whether or not such Persons are similarly situated). Without limiting the generality of the foregoing, the Administrator shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to (a) the Persons to receive Awards under the Plan, (b) the types of Awards granted under the Plan, (c) the number of shares to be covered by, or with respect to which payments, rights or other matters are to be calculated with respect to, Awards and (d) the terms and conditions of Awards.

3.10.

Other Payments or Awards

Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any Person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

3.11.

Headings

Any section, subsection, paragraph or other subdivision headings contained herein are for the purpose of convenience only and are not intended to expand, limit or otherwise define the contents of such subdivisions.

3.12.

Effective Date and Term of Plan

(a) Adoption; Stockholder Approval. The Plan was adopted by the Board on January 12, 2011. The Board may, but need not, make the granting of any Awards under the Plan subject to the approval of the Company’s stockholders.

(b) Termination of Plan. The Board may terminate the Plan at any time. All Awards made under the Plan prior to its termination shall remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements. No Awards may be granted under the Plan following the tenth anniversary of the date on which the Plan was adopted by the Board.

3.13.

Restriction on Issuance of Stock Pursuant to Awards

The Company shall not permit any shares of Common Stock to be issued pursuant to Awards granted under the Plan unless such shares of Common Stock are fully paid and non-assessable under applicable law. Notwithstanding anything to the contrary in the Plan or any Award Agreement, at the time of the exercise of any Award, at the time of vesting of any Award, at the time of payment of shares of Common Stock in exchange for, or in cancellation of, any Award, or at the time of grant of any unrestricted shares under the Plan, the Company and the Administrator may, if either shall deem it necessary or advisable for any reason, require the holder of an Award (a) to represent in writing to the Company that it is the Award holder’s then-intention to acquire the shares with respect to which the Award is granted for investment and not with a view to the distribution thereof or (b) to postpone the date of exercise until such time as the Company has available for delivery to the Award holder a prospectus meeting the requirements of all applicable securities laws; and no shares shall be issued or transferred in connection with any Award unless and until all legal requirements applicable to the issuance or transfer of such shares have been complied with to the satisfaction of the Company and the Administrator. The Company and the Administrator shall have the right to condition any issuance of shares to any Award holder hereunder on such Person’s undertaking in writing to comply with such restrictions on the subsequent transfer of such shares as the Company or the Administrator shall deem necessary or advisable as a result of any applicable law, regulation or official interpretation thereof, and all share certificates delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Company or the Administrator may deem advisable under the Plan, the applicable Award Agreement or the rules, regulations and other requirements of the SEC, any stock exchange upon which such shares are listed, and any applicable securities or other laws, and certificates representing such shares may contain a legend to reflect any such restrictions. The Administrator may refuse to issue or transfer any shares or other consideration under an Award if it determines that the issuance or transfer of such shares or other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the 1934 Act, and any payment tendered to the Company by a grantee or other Award holder in connection with the exercise of such Award shall be promptly refunded to the relevant grantee or other Award holder. Without limiting the generality of the foregoing, no Award granted under the Plan shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Administrator has determined that any such offer, if made, would be in compliance with all applicable requirements of any applicable securities laws.

3.14. Requirement of Notification of Election Under Section 83(b) of the Code or Upon Disqualifying Disposition Under Section 421(b) of the Code

(a) Notification of Election Under Section 83(b) of the Code. If an Award recipient, in connection with the acquisition of Company shares under the Plan, makes an election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code), the grantee shall notify the Administrator of such election within ten days of filing notice of the election with the U.S. Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code.

(b) Notification of Disqualifying Disposition of Incentive Stock Options. If an Award recipient shall make any disposition of Company shares delivered pursuant to the exercise of an incentive stock option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) or any successor provision of the Code, the grantee shall notify the Company of such disposition within ten days thereof.

3.15.

Severability

If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Administrator, such provision shall be construed or deemed amended to conform to the applicable laws or, if it cannot be construed or deemed amended without, in the determination of the Administrator, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

3.16.

Sections 409A and 457A

To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Sections 409A and 457A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan or any applicable Award Agreement to the contrary, in the event that the Administrator determines that any Award may be subject to Section 409A or 457A of the Code, the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (i) exempt the Plan and Award from Sections 409A and 457A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Sections 409A and 457A of the Code and related Department of Treasury guidance and thereby avoid the application of penalty taxes under Sections 409A and 457A of the Code.

3.17.

Forfeiture; Clawback

The Administrator may, in its sole discretion, specify in the applicable Award Agreement that any realized gain with respect to options or stock appreciation rights and any realized value with respect to other Awards shall be subject to forfeiture or clawback, in the event of (a) a grantee’s breach of any non-competition, non-solicitation, confidentiality or other restrictive covenants with respect to the Company or any Affiliate or (ii) a financial restatement that reduces the amount of bonus or incentive compensation previously awarded to a grantee that would have been earned had results been properly reported.

3.18.

No Trust or Fund Created

Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and an Award recipient or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or its Affiliate.

3.19.

No Fractional Shares

No fractional shares shall be issued or delivered pursuant to the Plan or any Award, and the Administrator shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares or whether such fractional shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

3.20.

Governing Law

The Plan will be construed and administered in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws.

Exhibit 10.56

Private & confidential

Dated: 31 March, 2020

ALPHA BANK A.E.

(as Lender)

- and -

SQUIRE OCEAN NAVIGATION CO.

(as borrower)

-and-

LEADER SHIPPING CO.

(as collateral owner)

FOURTH SUPPLEMENTAL AGREEMENT

in relation to a Loan Agreement originally dated

4^th November, 2015

for a loan facility of (initially) up to US$33,750,173

TABLE OF CONTENTS

CLAUSE	HEADINGS	PAGE

1.	Definitions	2

2.	Borrower’s Acknowledgment of Indebtedness	3

3.	Representations and warranties	3

4.	Agreement of the Lender	5

5.	Conditions	5

6.	Variations to the Principal Agreement	6

7.	Continuance of Principal Agreement and Security Documents	11

8.	Entire agreement and amendment	11

9.	Fees and expenses	12

10.	Miscellaneous	12

11.	Law and jurisdiction	12

THIS AGREEMENT (hereinafter called “this Agreement”) is made this 31^st day of March, 2020;

B E T W E E N

(1)

ALPHA Bank A.E., a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with its head office at 40 Stadiou Street, Athens GR 102 52, Greece, acting, except as otherwise herein provided through its office at 93 Akti Miaouli, Piraeus, Greece (hereinafter called the “Lender”, which expression shall include its successors and assigns);

(2)

SQUIRE OCEAN NAVIGATION CO., a company duly incorporated and validly existing under the laws of the Republic of Liberia having its registered office at 80 Broad Street, Monrovia, Republic of Liberia (hereinafter called the “Borrower”, which expression shall include its successors); and

(3)

LEADER SHIPPING CO., a company duly incorporated and validly existing under the laws of the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the “Collateral Owner”, which expression shall include its successors);

IS SUPPLEMENTAL to a loan agreement dated 4^th November, 2015, as amended and/or supplemented by (1) a first supplemental agreement dated 28^th July 2016 (the “First Supplemental Agreement”), (2) a second supplemental agreement dated 29^th June 2018 (the “Second Supplemental Agreement”) and (3) a third supplemental agreement dated 1^st day of July, 2019 (the “Third Supplemental Agreement”) made between (i) the Lender, as lender, (ii) the Borrower, as borrower and (iii) the Collateral Owner, as collateral owner (the said loan agreement as amended and/or supplemented by the First Supplemental Agreement, the Second Supplemental Agreement and the Third Supplemental Agreement is hereinafter called the “Principal Agreement”), on the terms and conditions of which the Lender agreed to advance and has advanced to the Borrower, a loan (the “Loan”) of up to United States Dollars Thirty three million seven hundred fifty thousand one hundred seventy three ($33,750,173), for the purpose therein specified (the Principal Agreement as hereby amended and/or supplemented and as the same may hereinafter be amended and/or supplemented called the “Loan Agreement”).

W H E R E A S :

(A)

the Borrower and the Collateral Owner hereby acknowledge and confirm that (a) the Lender has advanced to the Borrower, the full amount of the Loan in the principal amount of United States Dollars Thirty three million seven hundred fifty thousand one hundred seventy three ($33,750,173) and (b) as of the Effective Date the principal amount of United States Dollars Twenty Six Million Eighty One Thousand Three Hundred Twenty Six and Twenty Five cents ($26,081,326.25 ) in respect of the Loan remains outstanding;

(B)

pursuant to a Guarantee dated 4^th November 2015 as amended and/or supplemented by a first deed of amendment of guarantee dated 28^th July, 2016 (the “First Amendment”), a second deed of amendment of guarantee dated 29^th June 2018 (the “Second Amendment”) and a third deed of amendment of guarantee dated 1^st day of July, 2019 (the “Third Amendment”) (the said Guarantee as amended and/or supplemented by the First Amendment, the Second Amendment and the Third Amendment is hereinafter called the “Guarantee”), Seanergy Maritime Holdings Corp., of the Republic of the Marshall Islands (the “Guarantor”) irrevocably and unconditionally guaranteed the due and timely repayment of the Loan, and the interest and default interest accrued thereon and the performance of all the obligations of the Borrower under the Loan Agreement and the Security Documents executed in accordance thereto;

(C)

the Borrower and the other Security Parties have requested the Lender to grant its consent to (inter alia):

(a)

the amendment of the Security Requirement provisions in the Principal Agreement;

(b)

the amendment of the minimum liquidity covenant set out in Clause 8.1(j) (Liquidity) of the Principal Agreement;

(c)

the amendment of the repayment schedule set out in Clause 4.1 (Repayment) of the Principal Agreement;

(d)

the amendment of the control and ultimate beneficial ownership requirements provided in Clause 6.1 (m) (Shareholdings) and Clause 8.2 (s) (Control) of the Principal Agreement;

(e)

the amendment of the dividends covenants provided in Clause 8.2 (n) (Dividends) of the Principal Agreement;

(f)

the amendment of the financial covenants requirements provided in Clause 8.6 (Additional Financial Covenants – Compliance Certificate) of the Principal Agreement,

and the Lender has agreed thereto conditionally upon terms that the Principal Agreement shall be amended in the manner hereinafter set out in Clause 6 of this Agreement.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

DEFINITIONS

1.1

Defined terms and expressions

Words and expressions defined in the Principal Agreement and not otherwise defined herein (including the Recitals hereto) shall have the same meanings when used in this Agreement.

1.2

Additional definitions

In addition, in this Agreement the words and expressions specified below shall have the meanings attributed to them below:

“Effective Date” means the date whereby:

All the conditions contained in Clause 5 of this Agreement have been satisfied, and

ii.

The Instalment Due has been paid on the due date for such payment, i.e. on the 1^st day of April 2020 and proof of such payment is available to the Lender.

“Guarantee Deed of Amendment No. 4” means the deed of amendment of the Guarantee to be executed by the Guarantor in favour of the Lender in form and substance satisfactory to the Lender.

“Mortgage Amendment No. 1” means the amendment of the Mortgage to be executed by the Borrower in favour of the Lender over the Vessel.

1.3

Construction

In this Agreement

(a)

Where the context so admits words importing the singular number only shall include the plural and vice versa and words importing persons shall include firms and corporations;

(b)

clause headings are inserted for convenience of reference only and shall be ignored in construing this Agreement;

(c)

references to Clauses are to clauses of this Agreement save as may be otherwise expressly provided in this Agreement; and

(d)

all capitalised terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.

BORROWER’S ACKNOWLEDGMENT OF INDEBTEDNESS

The Borrower hereby declares and acknowledges that as at the date hereof the outstanding principal amount of the Loan is United States Dollars Twenty Six Million Eighty One Thousand Three Hundred Twenty Six and Twenty Five cents ($26,081,326.25), which shall be repaid in accordance with Clause 4.1 (Repayment) of the Loan Agreement, and which amount is due to be reduced according to the scheduled payment of the Instalment Due (as defined hereinbelow) on its due date as per the terms hereof.

REPRESENTATIONS AND WARRANTIES

3.1

Representations and warranties under the Principal Agreement

The Borrower and the Collateral Owner hereby represent and warrant to the Lender as at the date hereof that the representations and warranties set forth in the Principal Agreement and the Security Documents (updated mutatis mutandis to the date of this Agreement) are (and will be on the Effective Date) true and correct as if all references therein to “this Agreement” were references to the Principal Agreement as amended and supplemented by this Agreement.

3.2

Additional representations and warranties

In addition to the above, the Borrower and the Collateral Owner hereby represent and warrant to the Lender as at the date of this Agreement that:

each of the Security Parties is duly formed, is validly existing and in good standing under the laws of the place of its incorporation and has full power to carry on its business as it is now being conducted and to enter into and perform its obligations under the Principal Agreement and this Agreement and has complied with all statutory and other requirements relative to its business and does not have an established place of business in any part of the United Kingdom or the USA;

all necessary licences, consents and authorities, governmental or otherwise under this Agreement and the Principal Agreement have been obtained and, as of the date of this Agreement, no further consents or authorities are necessary for any of the Security Parties to enter into this Agreement or otherwise perform its obligations hereunder;

this Agreement constitutes the legal, valid and binding obligations of the Security Parties thereto enforceable in accordance with its terms;

the execution and delivery of, and the performance of the provisions of this Agreement do not, and will not contravene any applicable law or regulation existing at the date hereof or any contractual restriction binding on any of the Security Parties or its respective constitutional documents;

no action, suit or proceeding is pending or threatened against the Borrower and the Collateral Owner or its assets before any court, board of arbitration or administrative agency which could or might result in any material adverse change in the business or condition (financial or otherwise) of any of the Borrower or the other Security Parties;

none of the Security Parties is not and at the Effective Date will not be in default under any agreement by which it is or will be at the Effective Date bound or in respect of any financial commitment, or obligation;

No US Tax Obligor: None of the Security Parties is a US Tax Obligor; and

Sanctions:

(i)

None of the Security Parties is a Prohibited Person nor is controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person and none of the Borrower, the Collateral Owner or the Guarantor controls a Prohibited Person; and

(ii)

To the best of the Security Parties’ knowledge, no proceeds of the Loan have been made available, directly or indirectly, to or for the benefit of a Prohibited Person or

(iii)

no proceeds of the Loan otherwise shall be, directly or indirectly, applied in a manner or for a purpose prohibited by Applicable Sanctions.

3.3

Survival

The representations and warranties of the Borrower and the Collateral Owner in this Agreement shall survive the execution of this Agreement and shall be deemed to be repeated at the commencement of each Interest Period.

AGREEMENT OF THE LENDER

The Lender, relying upon each of the representations and warranties set out in Clause 3 hereby agrees with the Borrower and the Collateral Owner, subject to and upon the terms and conditions of this Agreement and in particular, but without limitation, subject to the fulfilment of the conditions precedent set out in Clause 5 that the Principal Agreement be amended in the manner more particularly set out in Clause 6.

CONDITIONS

5.1

Conditions precedent

The agreement of the Lender contained in Clause 4 shall be expressly subject to the condition that the Lender shall have received on or before the Effective Date in form and substance satisfactory to the Lender and its legal advisers:

a certificate of good standing or other equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrower, the Collateral Owner and the Guarantor;

resolutions duly passed by the Board of Directors of the Borrower, the Collateral Owner and the Guarantor and resolutions passed at a meeting of the shareholders of the Borrower and the Guarantor (and of any corporate shareholder thereof), if applicable, evidencing approval of this Agreement, the Mortgage Amendment No. 1 and/or the Guarantee Deed of Amendment No. 4 (as the case may be) and authorising appropriate officers or attorneys–in-fact to execute the same and to sign all notices required to be given under this Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender;

all documents evidencing any other necessary action or approvals or consents with respect to this Agreement, including, but not limited to, Certificates of Incumbency issued by any of the Directors of the Borrower and the Guarantor evidencing approval of this Agreement, the Mortgage Amendment No. 1 and/or the Guarantee Deed of Amendment No. 4 (as the case may be) and authorising appropriate officers or attorneys-in-fact to execute the same and to sign all notices required to be given under this Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender;

the original of any power(s) of attorney issued in favour of any person executing this Agreement, the Mortgage Amendment No. 1 and/or the Guarantee Deed of Amendment No. 4 on behalf of the Borrower, the Collateral Owner, and the Guarantor;

a Certificate of Incumbency issued by any of the Directors of the Collateral Owner evidencing (inter alia) that the resolutions of the Board of Directors of the Collateral Owner and of the sole shareholder of the Collateral Owner, both dated 28 June 2018 have not been amended, modified, revoked and are in full force and effect;

all documents evidencing any other necessary action or approvals or consents with respect to this Agreement;

duly executed originals of the Mortgage Amendment No. 1 and the Guarantee Deed of Amendment No. 4 and, where appropriate, duly registered in favour of the Lender;

evidence satisfactory to the Lender that the Borrower has paid or shall pay the next repayment instalment under the Principal Agreement falling due on the 1^st April 2020 in the amount of Dollars Five Hundred Thousand ($500,000) (the “Instalment Due”) on such due date for such payment.; and

such favourable legal opinions from lawyers acceptable to the Lender and its legal advisors as the Lender shall require.

VARIATIONS TO THE PRINCIPAL AGREEMENT

6.1

Amendments

In consideration of the agreement of the Lender contained in Clause 4, the Borrower hereby agrees with the Lender that (subject to the satisfaction of the conditions precedent contained in Clause 5, the provisions of the Principal Agreement shall be varied and/or amended and/or supplemented as follows, with effect from the Effective Date:

the following new definition shall be added in alphabetical order to Clause 1.2 (Definitions) of the Principal Agreement reading as follows:

“Fourth Supplemental Agreement” means the Fourth Supplemental Agreement dated 31 March, 2020 supplemental to this Agreement to be executed and made between (inter alios) the Borrower and the Lender whereby this Agreement shall be amended as there in provided;

“Instalment Due” means, a repayment instalment in the amount of United States Dollars Five Hundred Thousand ($500,000) which is due and payable on 1^st April 2020;

the following definitions of Clause 1.2 (Definitions) of the Principal Agreement shall be amended so as to read as follows:

“Balloon Instalment” means, the part of the Loan amounting to United States Dollars Fourteen million nine hundred seventy four thousand nine hundred fifty eight (US$14,974,958);

“Final Maturity Date” means, the 31^st date of December 2022;

“Security Requirement” means, until the end of the Security Period, the amount in United States Dollars (as certified by the Lender whose certificate shall, in the absence of manifest error, be conclusively binding on the Borrower) which is at any relevant time (1) in excess of one hundred percent (100%) of the Loan commencing from the 1^st January 2020 until and including the 31^st of December 2020, (2) in excess of one hundred and ten percent (110%) of the Loan commencing from the 1^st January, 2021 until and including the 31^st of December 2021, and (3) in excess of one hundred and fifteen percent (115%) of the Loan commencing from the 1^st January, 2022 until and including the 31^st of December 2022; For the avoidance of doubt, no Security Requirement is applicable until 31^st March 2020; For the avoidance of doubt, it is hereby re-iterated that the Security Value shall (inter alia) include the Excess Value of the Collateral Vessel;”

with effect as from the Effective Date, Clause 4.1 (Repayment) of the Principal Agreement shall be deleted in its entirety and replaced to read as follows:

“Repayment. The Borrower shall and it is expressly undertaken by the Borrower to repay the outstanding principal amount of the Loan (resulting after payment of the Instalment Due) amounting as of the date of the Fourth Supplemental Agreement to Dollars Twenty Five Million Five Hundred Eighty One Thousand Three Hundred Twenty Six and Twenty Five cents ($25,581,326.25), by: (a) eleven (11) consecutive quarterly Repayment Instalments, the first of which falls due for payment on 30^th June 2020 and each of the subsequent ones consecutively falling due for payment on each of the dates falling three (3) months after the immediately preceding Repayment Date with the last (the 11^th) of such Repayment Instalments falling due for payment on the Final Maturity Date and (b) an additional bullet repayment of principal in the amount of Dollars Five Hundred Thousand ($500,000) to be made latest on the 1^st day of October 2020 and (c) the Balloon Instalment payable together with the last (the 11^th) Repayment Instalment on the Final Maturity Date; subject to the provisions of this Agreement, the amount of each of such Repayment Instalments shall be Dollars Nine hundred eighteen thousand seven hundred sixty and seventy five cents ($918,760.75),

provided, that (a) if the last Repayment Date would otherwise fall after the Final Maturity Date, the last Repayment Date shall be the Final Maturity Date, (b) on the Final Maturity Date the Borrower shall also pay to the Lender any and all other moneys then due and payable under this Agreement and the other Security Documents and (c) if any of the Repayment Instalments shall become due on a day which is not a Banking Day, the due date therefor shall be extended to the next succeeding Banking Day unless such Banking Day falls in the next calendar month in which event such due date shall be the immediately preceding Banking Day.”

Clause 6.1 (m) (Shareholdings) of the Principal Agreement shall be deleted in its entirety and replaced to read as follows:

“Shareholdings

Throughout the Security Period:

the person(s) disclosed to the Lender at the negotiation of this Agreement (A) do/does maintain and shall maintain at all times control of the Guarantor and (B) do/does and shall hold beneficially whether directly or indirectly the voting rights attaching to at least 25% of the shares issued and outstanding in the share capital of the Guarantor (including all shares issuable upon exercise of the conversion option under the Notes), but in all cases and for the avoidance of doubt no person(s) other than the said person(s) disclosed to the Lender at the negotiation of this Agreement shall gain control over the Guarantor without the prior written consent of the Lender to be given at the Lender’s sole discretion; and

ii.

no change has been made directly or indirectly in the ownership, beneficial ownership, control or management of the Borrower or any share therein or of the Vessel (especially concerning class or flag);

iii.

the Borrower is and will continue to be until the Final Maturity Date a 100 % directly owned subsidiary of the Guarantor;

For the purposes of this Clause 6.1 (m) (Shareholdings), “control” shall mean:

the power (whether by way of ownership of shares, partnership units, proxy, contract, agency or otherwise) to:

cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the Guarantor; or

ii.

appoint or remove all, or the majority, of the directors or other equivalent officers of the Guarantor; and/or

the holding beneficially of more than 50% of the issued shares of the Guarantor (excluding any part of that issued shares that carries no right to participate beyond a specified amount in a distribution of either profits or capital).”

Clause 8.1 (j) (Liquidity) of the Principal Agreement shall be deleted in its entirety and replaced to read as follows:

“Liquidity: ensure that as from 1^st January, 2020 and throughout the remainder of the Security Period the Borrower shall maintain a 30 days moving average balance of $500,000 (to be calculated on a quarterly basis every end of March, June, September and December of each Financial Year) for the Vessel. For the avoidance of any doubt the Liquidity under this Clause should always be included in the Liquidity of the Guarantor under Clause 8.6(a) (Liquidity) of this Agreement and under Clause 5.3(a) (Liquidity) of the Guarantee.”;

Clause 8.2 (n) (Dividends) of the Principal Agreement shall be deleted in its entirety and replaced to read as follows:

“Dividends: declare or pay any dividends or distribute any of its present or future assets, undertakings, rights or revenues to any of its shareholders save as hereinafter provided:

the Borrower may declare or pay such dividends subject to no Event of Default having occurred and being continuing; and

ii.

the Guarantor may declare or pay such dividends subject to no Event of Default having occurred and being continuing.”

Clause 8.2 (s) (Control) of the Principal Agreement shall be deleted and replaced to read as follows:

“Control: throughout the Security Period permit:

the person(s) disclosed to the Lender at the negotiation of this Agreement (A) not to maintain at all times control of the Guarantor and (B) not to hold beneficially whether directly or indirectly the voting rights attaching to at least 25% of the shares issued and outstanding in the share capital of the Guarantor (including all shares issuable upon exercise of the conversion option under the Notes). In all cases and for the avoidance of doubt no person(s) other than the said person(s) disclosed to the Lender at the negotiation of this Agreement shall gain control over the Guarantor without the prior written consent of the Lender to be given at the Lender’s sole discretion; and

ii.

any change to be made directly or indirectly in the ownership, beneficial ownership, control or management of the Borrower or any share therein or of the Vessel (especially concerning class or flag);

iii.

any change to be made resulting in the Borrower not being a 100 % directly owned subsidiary of the Guarantor;

For the purposes of this Clause 8.2 (s) (Control), “control” shall mean:

the power (whether by way of ownership of shares, partnership units, proxy, contract, agency or otherwise) to:

cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the Guarantor; or

ii.

appoint or remove all, or the majority, of the directors or other equivalent officers of the Guarantor; and/or

Clause 8.6 (Additional Financial Covenants – Compliance Certificate) of the Principal Agreement shall be deleted in its entirety and replaced to read as follows:

“Guarantor’s Financial Covenants - Compliance Certificate. The Borrower will ensure that, based on the relevant Accounting Information for that Financial Year or the relevant period, the Guarantor shall comply with the financial covenants set out below:

Liquidity: the Guarantor shall procure and ensure that it is maintained throughout the Security Period, Corporate Liquidity (including any contractually committed but undrawn parts of the Notes) in an amount equal to $500,000 per Fleet Vessel. The compliance of the Guarantor with this undertaking shall be determined by the Lender in respect of each Financial Semester Day on the basis of the semi-annual unaudited financial statements of the Guarantor and in respect of each other quarter of each Financial Year on the basis of a letter of the Guarantor confirming the aforesaid liquidity.

Calculations: For the purposes of this Clause 8.6: (a) no item shall be deducted or credited more than once in any calculation; and (b) any amount expressed in a currency other than Dollars shall be converted into Dollars in accordance with the Applicable Accounting Principles.

“Corporate Liquidity” means the aggregate of (a) any amount standing to the credit of the Earnings Account and (b) all cash deposits legally and beneficially owned by the Guarantor and any member of the Group which are free from any security other than,

(i) in respect of any deposit held with the Lender, security created to secure the obligations of the Borrower under the Loan Agreement;

(ii) in respect of deposits held with other lenders of the Group, security created to secure the obligations of the respective borrower(s) under the respective loan agreement(s); and

(iii) in respect of deposits held with other lenders of the Group as drydocking reserve cash under the respective loan agreement(s).

FOR THE AVOIDANCE OF DOUBT Corporate Liquidity to include minimum liquidity requirements by the Lender and other lenders of the Group.”

Schedule 3 of the Principal Agreement shall be deleted in its entirety.

6.2

Security Documents

With effect as from the Effective Date the definition “Security Documents” shall be deemed to include the Security Documents as amended and/or supplemented in pursuance to the terms hereof and any document or documents (including if the context requires the Loan Agreement) that may now or hereafter be executed as security for the repayment of the Loan, interest thereon and any other moneys payable by the Borrower under the Principal Agreement and the Security Documents (as herein defined) as well as for the performance by the Borrower and the other Security Parties as defined in the Loan Agreement of all obligations, covenants and agreements pursuant to the Principal Agreement, this Agreement and/or the Security Documents.

6.3

Construction

All references in the Principal Agreement to “this Agreement”, “hereunder” and the like and all references in the Security Documents to the “Loan Agreement” shall be construed as references to the Principal Agreement as amended and/or supplemented by this Agreement.

CONTINUANCE OF PRINCIPAL AGREEMENT AND SECURITY DOCUMENTS

Save for the alterations to the Principal Agreement, and the Security Documents made or to be made pursuant to this Agreement, and such further modifications (if any) thereto as may be necessary to make the same consistent with the terms of this Agreement, the Principal Agreement shall remain in full force and effect and the security constituted by the Security Documents executed by the Borrower and the other Security Parties shall continue to remain valid and enforceable and the Borrower, the Collateral Owner and the Guarantor hereby jointly and severally reconfirm their respective obligations under the Principal Agreement as hereby amended and under the Security Documents to which each of them is a party.

ENTIRE AGREEMENT AND AMENDMENT

8.1

Entire Agreement

The Principal Agreement, the other Security Documents, and this Agreement represent the entire agreement among the parties hereto with respect to the subject matter hereof and supersede any prior expressions of intent or understanding with respect to this transaction and may be amended only by an instrument in writing executed by the parties to be bound or burdened thereby.

8.2

Supplemental – Effect on Principal Agreement

This Agreement is supplementary to and incorporated in the Principal Agreement, all terms and conditions whereof, including, but not limited to, provisions on payments, calculation of interest and Events of Default, shall apply to the performance and interpretation of this Agreement.

FEES AND EXPENSES

9.1

Indemnity

The Borrower agrees to pay to the Lender upon demand on a full indemnity basis and from time to time all costs, charges and expenses (including legal fees) incurred by the Lender in connection with the negotiation, preparation, execution and enforcement or attempted enforcement of this Agreement and any document executed pursuant thereto and/or in preserving or protecting or attempting to preserve or protect the security created hereunder and/or under the Security Documents.

9.2

Amendment fee

The agreement of the Lender to the amendment of the Principal Agreement as herein provided shall be expressly subject to the condition that the Borrower shall pay to the Lender a non-refundable amendment fee of an amount of Dollars Seventy Five thousand ($75,000) payable as follows:

Dollars Thirty Seven thousand five hundred ($37,500) on the date of signing of this Agreement; and

ii.

Dollars Thirty Seven thousand five hundred ($37,500) on the 1^st day of July 2020.

9.3

Stamp duty etc.

The Borrower covenants and agrees to pay and discharge all stamp duties, registration and recording fees and charges and any other charges whatsoever and wheresoever payable or due in respect of this Agreement and/or any document executed pursuant hereto.

10.

MISCELLANEOUS

The provisions of Clause 14 (Assignment, Transfer, Participation, Lending Office) and Clause 16.1 (Notices) of the Principal Agreement shall apply to this Agreement as if the same were set out herein in full.

12. LAW AND JURISDICTION

12.1

Governing Law

This Agreement and any non-contractual obligations arising out or in connection with it shall be governed by and construed in accordance with English law and the provisions of Clause 17 (Law and Jurisdiction) of the Principal Agreement shall apply mutatis mutandis to this Agreement as if the same were set out herein in full.

12.2

Third Party Rights

No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

EXECUTION PAGE

the borrower

SIGNED by	)
Mr Stavros Gyftakis	)
for and on behalf of	)
SQUIRE OCEAN NAVIGATION CO.	)	/s/ Stavros Gyftakis
of Liberia, in the presence of:	)	Attorney-in-fact

Witness:	/s/ Dimitrios Sioufas
Name:	Dimitrios Sioufas
Address:	13 Defteras Merarchias Str.,
	Piraeus, Greece
Occupation:	Attorney-at-law

the COLLATERAL OWNER

SIGNED by	)
Mr Stavros Gyftakis	)
for and on behalf of	)
LEADER SHIPPING CO.	)	/s/ Stavros Gyftakis
of Marshall Islands, in the presence of:	)	Attorney-in-fact

Witness:	/s/ Dimitrios Sioufas
Name:	Dimitrios Sioufas
Address:	13 Defteras Merarchias Str.,
	Piraeus, Greece
Occupation:	Attorney-at-law

THE LENDER

SIGNED by	)
Mr. Konstantinos Sotiriou	)	/s/ Konstantinos Sotiriou
and Mr. Konstantinos Flokos	)	Attorney-in-fact
for and on behalf of	)
ALPHA BANK A.E.	)	/s/ Konstantinos Flokos
in the presence of:	)	Attorney-in-fact

LEADER SHIPPING CO.

and

V.SHIPS GREECE LTD.

SHIP TECHNICAL MANAGEMENT AGREEMENT

SHIP TECHNICAL MANAGEMENT AGREEMENT

INDEX

PART	SUBJECT MATTER		PAGE NO.

Part I	Vessel Details		4
Part II	Terms of Agreement
	1.	Definitions & Interpretation	6
	2.	Appointment of Managers	6
	3.	Basic Services	6
	3.1	Crewing	7
	3.2	Technical Management	8
	3.3	Purchasing	8
	~~3.4~~	~~Insurance~~	9
	3.5	Accounting and Budgeting	9
	3.6	Operations	10
	3.7	Information System Software	10
	3.8	Shipboard Oil Pollution Emergency Plan	11
	3.9	OPA	11
	3.10	Assistance with Sale of Vessel	11
	3.11	Vessel trading in high risk areas	11
	4.	Other Services	12
	5.	Managers’ Obligations	12
	6.	Owners’ Obligations	12
	7.	Documentation	13
	8.	Management Fee	14
	9.	Payments and Management of Funds	15
	10.	Managers’ Right to Sub-Contract	16
	11.	Responsibilities	16
	11.1	Force Majeure	16
	11.2	Liability to Owners	16
	11.3	Indemnity - General	16
	11.4	Indemnity - Tax	17
	11.5	Himalaya	17
	~~12.~~	~~Liens~~	17
	13.	Claims/Disputes	17
	14.	Auditing, Records	18
	15.	Inspection of Vessel	18
	16.	Compliance with Laws & Regulations	18
	17.	Duration of the Agreement	18
	17.1	Termination by Notice	18
	17.2	Termination by Default – Owners	18
	17.3	Termination by Default – Managers	19
	17.4	Liquidation	19
	17.5	Extraordinary Termination	19
	18.	Confidentiality	19
	19.	Suspension of Services	20
	20.	Law and Arbitration	20

	21.	Amendments to Agreement	20
	22.	Time Limit for Claims	20
	23.	Condition of Vessel	20
	24.	Use of Associated Companies	21
	25.	Notices	21
	26.	Staff Loyalty	21
	27.	Entire Agreement	21
	28.	Partial Validity	21
	29.	Non Waiver	21
Part III	Other Services		22-23
Part IV	Fee Schedule		24
Part V	Fleet Details		25
Part VI	Initial Budget		26-28
Part VII	Form of Novation Agreement		29-32

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SHIP TECHNICAL MANAGEMENT AGREEMENT - PART I

1.	Vessel Details Name: LEADERSHIP Flag: BAHAMAS Type: BULK CARRIER IMO number: 9233923	GT/NT: 85379/56701 Class: ABS Year Built: 2001
2.	Owners
	Name: Leader Shipping Co.

2.1	Owners’ Registered Address (where the company is registered):

	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 c/o 1-3, Patriarchou Grigoriou Str. & 127, Vouliagmenis Ave., 16674 Glyfada, Athens Greece Country of Incorporation: Marshall Islands

2.2	Owners’ business establishment address (head office and principal place of business):

	Telephone Number: +30 210 8931507 Contact Name: Konstantinos Galanis	Fax Number: +30 210 9638450 Position: CTO

	Email address: tec-ops@seanerqy.gr

2.3	Owners’ VAT registration number if business establishment address at 2.2 is in the European Union: N/A

3.	Managers
	Name: V.Ships Greece Ltd.
	Registered Office: Par la ville place 14, Par la ville road, Hamilton HM 08, Bermuda, c/o Agiou Dionisiou 3, Piraeus Country of Incorporation: Bermuda

		Telephone Number: +30 210 4102210	Fax Number: +30 210 4294340
		Contact Name: Capt. Mauro Renaldi	Position: Managing Director

		Email address: mauro.renaldi@vships.com

4. Date of Commencement of Agreement (Clause 2.1)

Upon Owners delivery of the Vessel to the Managers

5. Notices to Owners : at the Owners’ executive offices in Greece, fax number and email address stated in Box 2

Notices to Managers:

at the address, fax number and email address stated in Box 3 with a copy to Marine Legal Services Limited, 1^st floor, 63 Queen Victoria Street, London EC4N 4UA tel (44) (0) 20 7329 2422 fax (44) (0) 20 7236 2894 email craig.brown@marinelegal.co.uk

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It is mutually agreed between the party mentioned in Box 2 of Part I (hereinafter called “the Owners”) and the party mentioned in Box 3 of Part I (hereinafter called “the Managers”) that this Agreement consisting of PARTS I to VII inclusive shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of an applicable Appendix of Part III shall prevail over the provisions of PART II to the extent of such conflict but only in respect of the Management Service to be provided in terms of such applicable Appendix. In the event of a conflict between the Fee Schedule and the provisions of an applicable Appendix of Part III, the provisions of the Fee Schedule shall prevail.

DATE OF AGREEMENT: 11 February 2015

Signature(s) (Owners) Leader Shipping Co.		Signature(s) (Managers) V.Ships Greece Ltd.


Stamatios Tsantanis Title: Director / President / Treasurer		Capt. Mauro Renaldi Title: Managing Director

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SHIP TECHNICAL MANAGEMENT AGREEMENT - PART II

Definitions and Interpretation

1.1

In this Agreement, in addition to terms defined in Part I, save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them.

“Basic Services” means services relating to Crewing, Technical Management, Purchasing, Operations, Accounting and Budgeting, Information System Software, Shipboard Oil Pollution Emergency Plan, OPA and Assistance with Sale provided in accordance with Clause 3.

“Crew Support Costs” means all expenses of a general nature not particularly referable to any individual vessel for the time being managed by the Managers and incurred for the purpose of providing an efficient and economic management service including, without prejudice to the generality of the foregoing, cost of crew standby pay, training schemes, cadet training schemes, study pay, recruitment and interviews.

“Fee Schedule” means the Schedule comprising Part IV or any revised Fee Schedule prepared by the Managers after the date hereof and agreed by the Owners in writing to record adjustments to the fees payable from time to time under this Agreement.

“Information System Software” means the Managers’ proprietary ship management software in executable object code form as described in Clause 3.7.1 as the same may be upgraded and updated from time to time.

“ISM Code” means the International Management Code for the Safe Operation of Ships and for Pollution Prevention adopted by Resolution A.714 (18) of the International Maritime Organisation on 4 November 1994 and incorporated on 19 May 1994 into the SOLAS Convention 1974 as Chapter IX and any amendment thereto or substitution thereof.

“ISPS Code” means the International Ship and Port Facility Security Code as adopted on 12 December 2002 by resolution 2 of the Conference of Contracting Governments to the International Convention for the Safety of Life at Sea 1974 and any amendment thereto or substitution thereof.

“Management Services” means Basic Services and Other Services and all other functions performed by the Managers under the terms of this Agreement.

“MLC” means the Maritime Labour Convention 2006 and any amendment thereto, substitution thereof and ratification of the Maritime Labour Convention 2006 in the respective States national law.

“OPA” means the United States Oil Pollution Act of 1990, regulations made thereunder, and any amendment thereto or substitution thereof.

“Other Services” means any services provided by Managers affirmatively indicated in Part III of this Agreement.

“Severance Costs” means the costs which the employers are legally obliged to pay to or in respect of the Crew as a result of the early termination of any contract for service on board the Vessel.

“SMS” means a Safety Management System in accordance with the ISM Code.

“SSP” means a Ship Security Plan in accordance with the ISPS Code.

“STCW” means the International Maritime Organisation Convention on Standards of Training Certification and Watchkeeping for Seafarers 1978, as amended in 1995 and any amendment thereto or substitution thereof.

“the Vessel” shall mean the vessel details of which are set out in Box 1 of Part I.

1.2

Clause Headings are inserted for convenience and shall be ignored in construing this Agreement; words denoting the singular number shall include the plural number and vice versa; references to Parts are to Parts of this Agreement; references to Clauses are to Clauses of Part II except where otherwise expressly stated; and references to any enactment include any re-enactments, amendments and extensions thereof.

Appointment of Managers

2.1

With effect from the date stated in Box 4 of Part I (the “Date of Commencement”) and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the managers of the Vessel in respect of the Management Services.

2.2

In performing any of the Management Services the Managers shall, as agents for and on behalf of the Owners, have authority to take such steps as the Managers may from time to time in their reasonable discretion consider to be necessary to enable them to perform this Agreement in accordance with sound ship management practice.

Basic Services

Subject to the terms and conditions herein provided, during the period of this Agreement the Managers shall carry out, as agents for and on behalf of the Owners, the Basic Services in accordance with the following provisions of this Clause.

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3.1

Crewing

3.1.1

The Managers shall provide suitably qualified crew for the Vessel and its trade as required by the Owners in accordance with current STCW requirements as agents for and on behalf of the Owners, provision of which includes but is not limited to the following functions:

(i)

select and engage Master, officers and crew (hereinafter collectively referred to as the “Crew”); where the Owners make a complaint about any member of the Crew the Managers will promptly investigate the same and if it proves to be justified, replace the Crew member concerned as soon as practicable;

(ii)

ensure that the applicable requirements of the law of the flag of the Vessel are satisfied in respect of manning levels, rank, qualification and certification of the Crew, and employment regulations including Crew’s tax, social insurance, discipline and other requirements;

(iii)

ensure that all members of the Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates which are valid for the duration of their service onboard the Vessel and issued in accordance with appropriate flag state requirements and P&I Club requirements; in the absence of applicable Flag state requirement medical certificate shall be dated no more than three (3) months prior to the respective Crew members leaving the country of domicile and maintained for the duration of their service on board the vessel;

(iv)

arrange of transportation of the Crew, including repatriation;

(v)

supervise the efficiency of the Crew and use the Manager’s standard crew appraisal system (written or electronic) and administration of all other Crew matters such as planning for the manning of the Vessel;

(vi)

make payroll arrangements, including settling manning and agency expenses for the manning agents in the Crew’s country of origin and, if applicable, payment of Severance Costs;

(vii)

if requested by the Owners, conducting union negotiations and making agreed payments to unions;

(viii)

verify that the Crew shall have a command of the English of a sufficient standard to enable them to perform their duties safely;

(ix)

operate the Managers’ Drug and Alcohol Policy;

(ix)

arrange Crew training in accordance with the Managers’ policies but always in compliance with STCW (and as provided for in the budget), records of such training being maintained in the Manager’s standard format and will be provided to the Owners on a monthly basis.

3.1.2

Crew Claims

The Managers will provide such information as requested by relevant brokers and/or P&I Club managers to enable such brokers or managers to prepare and process all Crew insurance claims with the Owners’ approval.

3.1.3

The Owners agree to implement in full the terms and conditions of employment under which the Crew is engaged by the Managers as agent for the Owners. The Owners shall be the employer of the Crew and under no circumstances shall the Managers be deemed to be the employer of the Crew. If the Vessel is covered by an ITF approved agreement the Owners authorize the Managers to sign the ITF Special Agreement on their behalf and agree to provide all information necessary for this purpose. The Managers to provide the Owners copies of the contracts of employment upon request.

3.1.4

The Owners to approve the engagement of any member of the Crew within four (4) working days of receipt from the Managers of reasonable details of the proposed appointee. No response within the stipulated timeframe indicates tacit approval.

3.1.5

In the event that any officers or ratings are supplied by the Owners or on their behalf, the Owners shall procure that they comply with the requirements of STCW and MLC. Owners will instruct such officers and ratings to obey all reasonable orders of the Managers.

Any such officers or ratings shall, at the Owners’ cost, be trained in accordance with the Managers training matrix.

3.1.6

The Managers shall procure that the Crew consent to processing of their personal data for legitimate business purposes. The Owners warrant that personal data of the Crew will be processed in accordance with the requirements of the Data Protection Act 1998 or any other applicable law or regulation.

3.1.7

For the purposes of the MLC, the Owners shall be deemed “Shipowner” and under no circumstances whatsoever, notwithstanding the Managers agreeing to carry out specific obligations under the MLC on behalf of the Owners, shall the Managers be deemed “Shipowner”. It is a condition of this Agreement that the Owners shall provide all Crew with MLC compliant working and living conditions. The Owners shall ensure that, in case there is any

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Seafarer Recruitment & Placement Service supplying any member of the Crew to the Vessel or any entity directly employing other persons to work onboard the Vessel, the latter shall provide to the Managers documentary evidence of MLC compliance issued under the provisions laid down by the applicable ratifying administration or, in the case of a non-ratifying administration, documentary evidence from a Recognised Organisation that is accepted by the flag administration of the Vessel.

3.1.8

The Owners authorise the Managers to sign contracts of employment with the Crew as agent only for and on behalf of the Owners and/or to procure that a Seafarer Recruitment & Placement Service, in the country of domicile of a Crew member, signs contracts of employment with such Crew member as agent only for and on behalf of the Owners. The Managers to provide the Owners copies of all the contracts of employment upon request.

3.2

Technical Management

The Managers shall provide technical management which includes, but is not limited to the following functions:

(i)

provision of personnel to supervise the maintenance and general efficiency of the Vessel;

(ii)

arrangement and supervision of drydockings, repairs, modifications to and the upkeep of the Vessel to the standards agreed with the Owners provided that the Managers shall be entitled to incur the necessary expenditure, which is subject to Owners’ prior approval, to ensure that the Vessel will comply with all requirements and recommendations of the classification society and equipment manufacturers, and with the laws and regulations of the country of registry of the Vessel and of the places where she trades;

(iii)

arrangement of periodic analysis of the bunker fuel, lubricating oils and chemicals by third parties (the costs being included in the Vessel’s running costs);

(iv)

appointment of surveyors and technical consultants as the Managers may consider from time to time to be necessary, provided they are pre-approved by the Owners;

(v)

visits to the Vessel by superintendents or other staff of the Managers for up to 20 days on board the Vessel in any calendar year (or pro rata for part of a calendar year) excluding the dry-docking period of the vessel and visits to the Vessel by superintendents or other staff of the Managers in excess of this allowance to be pre-approved in writing by the Owners;

(vi)

notify and receive prior approval by the Owners of any non-budgeted item of expenditure;

(vii)

notify and receive prior approval by the Owners if there is an operational need to exceed quarterly budget allowance as attached to this agreement under Part VI.

(viii)

development, implementation and maintenance of an SMS and an SSP.

3.3

Purchasing

3.3.1

The Managers shall arrange for the supply of necessary victualling, stores, spares, provisions, lubricating oils and services (including drydock services) for the Vessel for any amount of up to US$5,000. With respect to the supply of any items of an amount between US$5,000 to US$10,000 the Managers shall request the Owners pre-approval, which should be provided within 48 hours from the Managers’ request. No response within such stipulated timeframe indicates tacit approval by the Owners. For any purchase above US$10,000, the Managers will advise the details and quotations to the Owners in writing requesting authority to proceed. The Owners have the right to arrange for any purchasing and shall advise the Managers accordingly. To enable the Managers to arrange such supplies on the most advantageous terms, the Managers shall be entitled to join with other parties in making arrangements for bulk purchase. The Managers are presently members of MARCAS Limited (“MARCAS”), an independent contracting association providing access to commodities and dry-dock services globally (www.marcas.org). MARCAS negotiates on behalf of its members with selected suppliers the best available price, terms and conditions for the bulk purchase of goods and services for the marine industry with the aim of offering to members and their clients savings on vessel technical operating costs.

3.3.2

Details of the suppliers contracted by MARCAS and prices available for the Vessel at the time of supply shall be made available to Owners upon their request. Owners acknowledge that all information relating to prices is confidential and undertake not to disclose the same to third parties without the prior written consent of the Managers.

3.3.3

Where MARCAS has negotiated terms and conditions with suppliers of any stores, spares provisions, or lubricating oils (“Goods”) and/or suppliers of services required by the Vessel, then the purchase of such Goods and services will, unless operational or other circumstances otherwise require, be undertaken with such

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suppliers on the basis of the terms and conditions negotiated by MARCAS.

3.3.4

MARCAS will where practicable obtain a best price charter from suppliers that the prices for all Goods and services purchased by MARCAS’s members will be the lowest prices available. If the Owners are able to obtain in good faith, on arms’ length terms, on a true like for like basis (including quality, certification, timing, manufacturer, place of supply, etc., but ignoring taxes and exchange rate fluctuations), the same Goods and/or services at a lower price than that obtained by MARCAS, the Owners will supply full details to the Managers who will promptly raise the matter with MARCAS and pass on to Owners any refund obtained by MARCAS from the supplier.

3.3.5

The Owners have received details from the Managers of the business rules and operating procedures adopted by MARCAS, including provisions related to fees that MARCAS will retain as applicable, and agree to comply with such rules and operating procedures as the same may be amended from time to time.

3.3.6

The Owners acknowledge that they are aware that prices obtained from suppliers require strict adherence to the payment terms agreed with suppliers (normally 45 days from date of invoice) and any failure by the Owners to provide the Managers with funds to settle sums due to suppliers on time will (in the absence of a good faith dispute) result in an immediate 2% surcharge. The Managers are hereby expressly authorised to settle such surcharge charges from any sums held by them on behalf of Owners. The Owners further acknowledge that they are aware if payments to suppliers are regularly made late, or if suppliers are not satisfied with Owners’ credit rating, suppliers may refuse to supply at the prices and on the terms negotiated by MARCAS.

3.3.7

The Owners acknowledge that the Managers may be requested by suppliers to disclose details of the beneficial ownership of the Owners and that the Managers may not be able to obtain the most advantageous terms from such suppliers should the Owners not agree to such disclosure.

~~3.4~~

~~Insurance~~

~~3.4.1~~

lf instructed by the-Owners,-the-Managers shall refer the Owners to brokers for the-placing of insurances and shall liaise between the brokers and the Owners to provide such information as may be required to make any claim, in each case in accordance with the following provisions.

~~3.4.2~~

The-Managers shall arrange for brokers to place such insurances as the Owners shall have instructed or agreed, in particular as regards values, deductibles and franchises. At each renewal the Managers will liaise-with brokers and the Owners:

~~(i) as to any changes in insured values required;~~

~~(ii) in respect of premiums, franchises and deductibles and any other changes for the new policy year; and~~

~~(iii) to update the budget to reflect changes in insurance-premiums.~~

~~For the avoidance of doubt under no circumstances will the Managers be liable to the Owners for any losses which the Owners may incur as a result of the level of insured values.~~

~~3.4.3~~

~~The Managers shall engage the services of their appointed insurance brokers to arrange such insurances.~~

~~3.4.4~~

The Managers shall compile such statistics and enter into negotiations with such brokers and P & I Club managers as they consider necessary or desirable in order to arrange for such insurances to be placed.

~~3.4.5~~

~~Once insurances are placed the Managers shall arrange for all cover notes to be checked and for all debit notes to be paid as required.~~

~~3.4.6~~

The Managers shall have the right to obtain confirmation direct from the brokers, underwriter’s and P & I Clubs through whom the Vessel’s insurances are arranged that all premiums calls and contributions due have been paid and that insurances meet the Owners’ obligations under Clauses 6.3, 6.4 and 6.5. Where any premiums, calls and/or contributions are not paid; the Managers all be entitled to pay the same from and funds held by them for the Owners and/or to terminate this Agreement forthwith by notice in writing.

~~3.4.7~~

Unless otherwise indicated by the Owners, the Managers shall provide such information as requested by the relevant brokers to enable such brokers handle and or procure the settling of all insurance average and salvage claims in connection with the Vessel.

3.5

Accounting and Budgeting

3.5.1

The Managers shall:

(i)

maintain records of all costs and expenditure incurred hereunder as well as data necessary or proper for the settlement of accounts between the parties;

(ii)

establish an accounting system for the Vessel and supply regular monthly reports (within 5 working days from the end of the preceding month) in accordance therewith in the Managers’ standard format or, on agreement of an additional fee, such other form as may be mutually agreed in writing with the Owners.

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3.5.2

The Managers shall present to the Owners annually a budget for the following calendar year in the Managers’ standard format. The budget for the period in 2015 following the date stated in Box 4 of Part I is set out in Part VI.

3.5.3

The Owners shall notify the Managers of their acceptance and approval of the annual budget within 14 days of presentation and in the absence of any response the Owners shall be deemed to have accepted the said budget. In the event that the Owners do not accept an annual budget presented by the Managers within the period aforesaid and that budget is, in the reasonable opinion of the Managers, fair and reasonable, the Managers shall be entitled to terminate this Agreement by notice in writing, in which event this Agreement shall terminate on the expiry of a period of one (1) month from the date upon which such notice is given.

3.5.4

The Managers shall produce a monthly comparison between budgeted and actual expenditure of the Vessel in the Managers’ standard format or, on agreement of an additional fee, such other form as may be mutually agreed in writing accompanied by proper written justification of variances reports. In addition if required by the Owners the Managers shall produce quarterly forecast report on the annual budget.

3.5.5

This Clause 3.5 is subject to the provisions of Part VI.

3.6

Operations

As required by the Owners, the Managers shall, as agents for the Owners, provide support on the following functions:

(i)

Monitoring voyage instructions and liaising as appropriate with the Owners, the Owners’ brokers and charteres;

(ii)

Appointment of agents; and

(iii)

Arrangement of surveying of cargoes.

3.7

Information System Software

3.7.1

The Managers will, subject to the remaining provisions of this Clause 3.7, provide the Owners and the Vessel with the Information System Software to allow information from both the Vessel’s and the Managers’ office to be accessed directly by the Owners via the “PartnerShip Network” secure website. Financial, technical and operational information relating to the Vessel will be available from both the Vessel and office outputs, with the ability to “drill down” on accounts. This will provide the Owners with immediate access to the same information available to the Managers and to reports generated for the Owners, with a view to providing improved efficiency and cost savings to the Owners in his overview of the management of the Vessel.

3.7.2

Should the Owners have existing software applications on board the Vessel which they wish to retain, the Owners will permit the Managers to carry out an on board audit to assess the suitability, compatibility with the Information System Software, and any risks or disadvantages associated with the continued use of such applications.

3.7.3

The main features of the Information System Software at the date of this Agreement are:

(i)

comprehensive management software providing single point of entry to the Vessel incorporating Crew administration, vessel noon reporting, operational and port reporting, defect and deficiency reporting and performance monitoring;

(ii)

a ship to shore and shore to ship e-mail package providing cost efficient communications available to both Owners and their charterers; and

(iii)

a computerised maintenance system including inventory control and automated purchase order handling. (An initial charge, to be agreed with Owners, may be made for the set-up of the maintenance database, depending on the system currently existing on board the Vessel).

3.7.4

The costs for the Information System Software are set out in the Fee Schedule, and are included in the Vessel’s running costs, as follows:

(i)

the license fee;

(ii)

remote access from the Owners’ Office through the Managers’ Partnership network;

(iii)

maintenance, updates and upgrades;

(iv)

24 hour support;

(v)

provision of anti-virus software and regular upgrades;

(vi)

operational manuals on CD ROM and regular updates;

(vii)

annual remote audit of the Vessel IT systems providing a system health check;

(viii)

user manuals and training of the Crew in the use of the Information System Software; and

(ix)

e-mail on board the Vessel.

3.7.5

Such costs do not include:

(i)

the costs of appropriate hardware on board the Vessel;

(ii)

travel and other related costs for installation support of the Information System Software on board the Vessel;

(iii)

the set-up cost of the data base for the maintenance system; the Client remains an

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owner of the PMS data, which can be exported at any given time on request.

(iv)

any specific reports specified by the Owners where new data/specialist reporting is required; and

(v)

costs incurred pursuant to clause 3.7.2.

3.7.6

Installation and set-up of the Information System Software will be undertaken on a date agreed between the Managers and the Owners having regard to the Vessel’s schedule and the availability of the Managers’ personnel.

3.7.7

Solely for the duration of this Agreement the Managers hereby grant the Owners a personal, non-transferable non-exclusive license to use a single copy of the Information System Software as installed by the Managers on a single computer on board the Vessel.

3.7.8

The Information System Software is owned by the Managers or its subsidiaries and is protected by applicable copyright and patent laws. The Owners may not copy the Information System Software (except for back-up purposes only) or any written materials which accompany it, and may not sell, rent, lease, lend, sub-license, reverse engineer or distribute the Information System Software or such written materials.

3.7.9

The Managers do not warrant that the Information System Software will meet the Owners’ requirements or that the use or operation of the Information System Software will be uninterrupted or error free.

3.8

Shipboard Oil Pollution Emergency Plan

3.8.1

The Managers will prepare and obtain all necessary approvals for a shipboard oil pollution emergency plan (SOPEP) in a form approved by the Marine Environment Protection Committee of the International Maritime Organisation pursuant to the requirements of Regulation 26 of Annex I of the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, as amended (MARPOL 73/78).

3.8.2

The SOPEP will be written in the English language and will be reviewed and updated from time to time. If required the Managers will arrange for the translation of the SOPEP into another language, the cost of translation being recoverable in terms of Clause 8.5.

3.8.3

The Managers will also undertake regular training of the Crew in the use of the SOPEP including drills to ensure that the SOPEP functions as expected and that contact and information details specified are accurate.

3.9

OPA

3.9.1

If instructed by the Owners, the Managers will:

(i)

arrange for the preparation, filing and updating of a contingency Vessel Response Plan in accordance with the requirements of OPA and instruct the Crew in all aspects of the operation of such plan;

(ii)

identify and ensure the availability by contract or otherwise of a Qualified Individual, a Spill Management Team, an Oil Spill Removal Organisation, resources having salvage, firefighting, lightering and, if applicable, dispersant capabilities, and public relations/media personnel to assist the Owners to deal with the media in the event of discharges of oil.

3.9.2

The Managers are expressly authorised as agents for the Owners to enter into such arrangements by Contract or otherwise as are required to ensure the availability of the services outlined in Clause 3.8.1. The Managers are further expressly authorised as agents for the Owners to enter into such other arrangements as may from time to time be necessary to satisfy the requirements of OPA or other Federal or State laws.

3.9.3

The Owners will pay the fees due to third parties providing the services described above together with costs to the Managers if any. The level of fees will be included in the Vessel’s running costs.

3.9.4

On termination of this Agreement, the Vessel Response Plan and all documentation will be returned to the Managers at the expense of the Owners, provided such expense does not exceed US$150.

3.10

Assistance with Sale of Vessel

The Managers shall, if requested, provide Owners with technical assistance in connection with any sale of the Vessel. The Managers will, if requested in writing by the Owners, comment on the terms of any proposed Memorandum of Agreement, but the Owners will remain solely responsible for agreeing the terms of any Memorandum of Agreement regulating any sale.

3.11

Vessel trading in high risk areas

In the event that the Vessel is to trade in a high risk area and in particular an area where piracy is prevalent, the Managers shall:

(i)

Comply in full with the guidance provided by ‘Best Management Practices to Deter Piracy off the Coast of Somalia and in the Arabian Sea Area (BMP)’ as may be revised from time to time and also with any similar guidance which may be issued for other high risk areas.

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(ii)

Monitor daily guidance and updates provided by The Maritime Security Centre - Horn of Africa (MSCHOA) website (www.mschoa.org) as may be revised from time to time and advise the Vessel accordingly.

(iii)

Comply with the Managers’ guidelines for ‘Transiting off the coast of Somalia, the Arabian Sea, Gulf of Aden and Red Sea’ as may be revised from time to time and also with any similar guidance which may be issued for other high risk areas. The Managers’ guidelines set out their policy of full compliance with BMP and additional guidance and information on Self Protection Measures (SPM’s) and Citadels or Safe Areas. The Owners will be provided with a copy of the guidelines and costs for SPM’s will be included in the Vessel budget.

(iv)

Where appropriate, ensure the Vessel follows the International Recommended Transit Corridor (IRTC), using the services of an escorted convoy if available or joining a group transit if not.

(v)

Monitor routing recommendations for transiting high risk areas as provided by charterers and insurers and review the same as part of the risk assessment carried out for the transit concerned.

(vi)

Provide sufficient Self Protection Measures (SPM) appropriate to the vessel type, size and speed with a view to protecting the Crew as far as possible in the event of an attack. To be determined by the risk assessment required by BMP for the transit concerned and before entering the high risk area.

(vii)

Provide training for the Crew in BMP prior to transiting any high risk area.

Other Services

4.1

Subject to the terms and conditions herein provided, during the period of this Agreement the Managers shall carry out, as agents for and on behalf of the Owners, such Other Services as shall have been indicated in Part III.

4.2

Other Services shall be provided in accordance with the terms of the Appendices contained in Part III.

Managers’ Obligations

5.1

The Managers undertake to use their best endeavours to provide the Basic Services, the Other Services and the Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to protect and promote the interests of the Owners in all matters relating to the provision of Management Services provided however that the

Managers in the performance of Management Services shall be entitled to have regard to their overall responsibility in relation to all vessels which may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their reasonable discretion consider to be fair and reasonable.

5.2

The Managers shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall be deemed to be “the Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code and by the ISPS Code.

5.3

The Managers undertake the responsibility to cooperate fully with the Owner and/or any other third party audit firm the Owner chooses with regard to the establishment (design) and the annual testing of the internal controls followed by the Manager relating to the operations performed during providing the services described herein to the Owners (provision of Type II SSAE16 report included).

Owners’ Obligations

6.1

The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement. Time shall be of the essence in respect of the payment of all such sums.

6.2

The Owners shall report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the flag state administration the details of the Managers as the Company as required to comply with the ISM Code.

6.3

The Owners shall procure that throughout the period of this Agreement the Vessel will be insured at the Owners’ expense for not less than sound market value or entered for full gross tonnage, as the case may be, for:

(i)

usual hull and machinery risks (including but not limited to Crew negligence) and excess liabilities;

(ii)

protection and indemnity risks (including but not limited to pollution risks, diversion expenses and Crew risks);

(iii)

freight, defense and demurrage;

(iv)

war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and Crew risks); and

(v)

in accordance with MLC, establish insurance to compensate Crew, and/or any officers or

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ratings supplied by the Owners or on their behalf, for monetary loss that they may incur as a result of the failure of a recruitment and placement service or Owners under the employment agreement, to meet its obligations to them; and

(vi)

such other optional insurances as may be agreed by the Owners (such as piracy, kidnap and ransom, loss of hire)

in accordance with the best practice of prudent owners of vessels of a similar type to the Vessel, with sound and reputable insurance companies underwriters or associations (provided that, protection and indemnity risks must be placed with a member of the International Group of P&I Clubs) (“the Owners’ Insurances”).

6.4

The Owners shall procure that all premiums and calls on the Owners’ Insurances are paid by their due date and that the Owners’ Insurances name the Managers and any additional party designated by the Managers as a joint assured for protection and indemnity risks (including pollution risks) and a named assured on all other policies, with the benefit of full cover. The Owners shall, if applicable, provide the Managers with written evidence thereof to the reasonable satisfaction of the Managers on or prior to the Date of Commencement and/or on the date on which the Managers notify the Owners of the appointment of any additional party and within seven (7) days of each renewal date. The Owners shall provide Managers with an appropriate certificate of insurance covering any and all liabilities under the MLC including but not limited to financial security in accordance with regulation 2.5.

6.5

As between the Owners and the Managers, the Managers shall not be responsible for paying any premiums or calls arising in connection with such insurances. On termination of this Agreement (howsoever occasioned) or where the Owners make a change in the P&I Club in which the Vessel is entered, the Owners shall procure that the Managers and any additional party designated by the Managers as a joint or named assured shall cease to be a joint or named assured and that they are released from and/or secured for any and all liability for premiums and calls that may arise in relation to the period of this Agreement. For the avoidance of doubt, it is agreed that the Owners shall be liable for all deductibles applying to any insurance policy.

6.6

Owners are responsible for the payment of any tonnage tax applicable at the country where this agreement will be officially registered, save as provided in Clause 9.4 of this Agreement.

6.7

The Owners are responsible to maintain this management agreement for a minimum period of three (3) months. Such period will include any novation of this management agreement to V.Ships Limited, of Limassol Cyprus.

Documentation

7.1

On or prior to the Date of Commencement the Owners will deliver to the Managers:

(i) copies of the Vessel’s Certificate of Registry,

(ii) copies of all the Vessel’s trading and classification certificates,

(iii) a copy of the Owners’ certificate of incorporation,

(iv) full details of any resident registered agent for the registered owner of the Vessel,

(v) if applicable, a copy of the bareboat charterparty pursuant to which the Owners are disponent owners of the Vessel,

(vi) in the case of a new vessel, the Owners will deliver a copy of the Building Contract and specification, and in the case of a second hand vessel, a copy of the Memorandum of Agreement in terms of which the Owners acquired the Vessel. The Owners shall be entitled to delete any confidential information (such as price) from the Building Contract or Memorandum of Agreement,

(vii) if the Owners are not the registered owners or the bareboat charterer of the Vessel, in addition to the above, evidence satisfactory to the Managers of their beneficial interest in the Vessel and of their authorisation from the registered owners to enter into this Agreement,

(viii) the name and address of the bank through which the Owners will pay funds due under this Agreement.

In any event, the Managers reserve the right to request evidence satisfactory to them that the Owners are in goodstanding and that the person signing this Agreement on their behalf is duly authorized to do so.

7.2

The Owners will on request provide the Managers with full details, in writing, of the registered Owners.

7.3

The Owners shall be obliged to obtain any required guarantee, bond or other security including, without limitation, the SCAC code and International Carrier Bond as required in order to access the US Bureau of Customs and Border Protection automated manifest system, as required by 68 Fed Reg. 68139 and as amended, and USCG Certificate of Financial Responsibility for water pollution. The Owners shall also be obliged to obtain any permits, licences or the like required to be obtained by an operator of a vessel including, without limitation, the US EPA vessel general permit.

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7.4

At the request of the Owners, the Managers will promptly deliver a duly executed technical manager’s undertaking and subordination to the Owners’ lenders’ rights. The Managers further agree that they will cooperate with the Owners’ lenders in providing such undertaking and subordination letter and any other further documentation which may be required by the Owners’ lenders.

Management Fee

8.1

The Owners shall pay to the Managers a fee in the amounts stated in the Fee Schedule in respect of the Basic Services and Other Services which shall be payable by equal monthly installments, the first installment being payable on the Commencement of this Agreement and the payment of the agreed monthly budgeted amounts fifteen (15) days prior to the purchase of the Vessel including payment of the agreed pre-delivery budget and one (1) month fee applicable for the pre-delivery work in respect of the vessel and subsequent installments being payable monthly in advance and fees for Other Services (if applicable) shall be paid at the rates and times specified in the Fee Schedule.

8.2

If the Managers’ superintendents or other staff spend more than 20 days onboard the Vessel in any calendar year but excluding the dry-docking period of the vessel (or pro rata for part of a calendar year) such days in excess of 20 on board the Vessel shall be charged at the rate of US$800 per man per day.

8.3

Where a charterers vetting inspection may be required and a pre-inspection is requested, the costs of such additional services shall be charged to the Vessel’s account.

8.4

If the Vessel is placed on time charter, any costs incurred in complying with charterers requirements (including, but not limited to, additional reporting requirements and visits to the charterers) will be paid by the Owners.

8.5

The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff and office stationery. The Owners shall reimburse the Managers for all expenses properly incurred under the terms of this Agreement on behalf of the Owners, including, without prejudice to the foregoing generality, postage and communication expenses (which the Managers shall allocate among all vessels managed by them on a basis which the Managers consider to be fair and reasonable having regard to the trade of the vessels, the nationality of the Crews and other relevant factors), Crew Support Costs (as included in the Vessel’s running costs), vessel documentation, administrative expenses of the SOPEP and SSP, travelling expenses and other out of pocket expenses properly and reasonably incurred by the Managers in pursuance of the Management Services. All the above costs will be incurred by the Managers, provided they have been approved by the Owners.

8.6

In the event of the termination of this Agreement on the completion of the three (3) months minimum period (such period to include any period that this Agreement has been novated to V.Ships Limited, of Limassol Cyprus as provided in this Agreement) the fees payable to the Managers according to the provisions of Clause 8.1 shall, save as aftermentioned, be paid for a further period of two (2) calendar months from the effective date of termination. After that minimum period of the Agreement there will be only one (1) month fees applicable upon termination subject to agreement that the total value of management fees paid will be at least equivalent to five (5) months.

8.7

Fees payable to the Managers will be reviewed annually and shall be adjusted as a minimum by reference to the retail price index relevant to the domicile of the Managers. Where Management Services are wholly or partly provided by third parties, the fees therefor shall be adjusted immediately to take account of increases in the cost of such services. The Managers will, however, use all reasonable endeavours in negotiations with such third parties to minimise such increases.

8.8

All fees are exclusive of Value Added Taxes, if any, or other applicable taxes.

8.9

Save as otherwise provided in this Agreement, all discounts, rebates and commissions obtained by the Managers in the course of the management of the Vessel shall be credited to the Owners.

8.10

If as a result of collision, accident, emergency, or any other extraordinary circumstances, the Managers’ workload is increased beyond that which the parties could reasonably have anticipated, the Managers shall be entitled to reasonable additional remuneration having regard to the nature of the incident, the personnel and resources of the Managers deployed, and all other relevant circumstances including insurance recoveries.

8.11

If the Owners decide to lay-up the Vessel and such lay-up lasts for more than two (2) months, an appropriate reduction of the management fee for the period exceeding the two (2) months until the Owners give written notice to remobilize the Vessel, shall be mutually agreed between the parties.

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Payments and Management of Funds

9.1

All sums paid to the Managers by or on behalf of the Owners and all moneys collected by the Managers under the terms of this Agreement (other than fees payable by the Owners to the Managers) shall be held to the credit of the Owners in a separate bank account or accounts which shall be operated by the Managers. The Owners agree to provide to the Managers all information and documentation reasonably required to comply with banking “know your customer” procedures.

9.2

Where any sums howsoever arising and whether in respect of fees, budgeted expenditure, nonbudgeted expenditure, other liabilities (present, future, liquidated or unliquidated) or expenses are owed to the Managers in connection with the Vessel, the Managers shall be entitled but not obliged at any time or times to apply any sums standing to the credit of the accounts referred to in Clause 9.1 to settle such sums but shall in any event remain payable by the Owners to the Managers on demand.

9.3

On or prior to the Date of Commencement the Owners shall provide to the Managers an amount equivalent to the prorated budgeted days’ expenditure from the Date of Commencement to the end of the first month in management. In addition all pre-delivery expenses are to be funded promptly by the Owners on request from the Managers. The Owners shall provide an amount equivalent to 1/12 of the annual budget for the first full month on or prior to the 1^st day of the first full month of the management period. In subsequent months the Managers shall request amounts for the total anticipated monthly expenditure as laid out in clause 9.6.

9.4

On or prior to the Date of Commencement the Owners shall provide to the Managers a sum of US$7,500, which shall be available to the Managers in their sole discretion for payment of any sum due under the terms of this Agreement, which sum will be held in the Manager’s bank account (“the Float”). The Owners agree that on termination of this Agreement the Managers shall be entitled to retain all or part of the Float in payment of any sums then outstanding under the terms of this Agreement and, subject thereto, the Managers shall reimburse the balance of the Float to the Owners within two (2) months after the termination of this agreement. On or prior to the Date of Commencement the Owners shall provide to the Managers a sum equal to 50% of the applicable Greek tonnage tax to be paid for the Vessel for the year 2015 (the “Tonnage Tax Amount”), which sum will be held in the Manager’s bank account. Such Tonnage Tax Amount will be provided to the Managers for the payment by the Managers to the Greek Authorities of the applicable Greek Tonnage Tax for the Vessel. Any balance of the Tonnage Tax Amount will be returned to the Owners immediately upon receipt thereof from the applicable Greek Authorities.

9.5

The Owners agree that on termination of this agreement payment of all sums outstanding under the terms of the agreement are to be made in advance of the Vessel leaving management. The sum will include without prejudice to the generality of the foregoing, any amounts due to be paid to suppliers and other third parties (as evidenced, in the absence of manifest error, by an accounts payable listing produced by the Managers) and any outstanding accruals for items or services invoiced or delivered. The Owners irrevocably undertake to pay forthwith on request from the Managers any other sums which become due after the effective date of termination, but have been incurred during the prosecution of this Agreement.

9.6

The Managers shall each month request (by letter, telex, fax or e-mail) from the Owners the funds required to run the Vessel for the ensuing month. Such request will be for the total of the anticipated monthly expenditure, including, without prejudice to the generality of the foregoing, any sums due to be paid to suppliers and other third parties in the ensuing month (as conclusively evidenced, in the absence of manifest error, by an accounts payable listing produced by the Managers) and any outstanding accruals for items or services invoiced or delivered. In addition, the Owners shall provide the Managers upon request with any funds which the Managers may reasonably request to cover any unbudgeted, unexpected, occasional or extraordinary item of expenditure. All such funds shall be received by the Managers within five (5) days after the receipt of such requests and shall be held to the credit of the Owners in the account(s) referred to in Clause 9.1. The Managers shall be entitled to allocate such funds in such manner as the Managers reasonably determine, and it shall not be open to the Owners to direct the Managers otherwise and under no circumstances shall any funds received be held on trust by the Managers for any specific purpose. In case there is any surplus of funds, same will be applied on the quarterly budget.

9.7

Notwithstanding anything contained herein, the Managers shall in no circumstances be required to use or commit their own funds to finance the provision of the Management Services and all payments due shall be made punctually to the

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Managers (and not any third party) in accordance with the terms of this Agreement in full without any deduction whatsoever.

9.8

In addition to the funds referred to above the Owners shall pay and/or reimburse the Managers in respect of all expenses incurred prior to the Date of Commencement including, but not limited to, riding Crew wages, initial Crew movements, Crew standby expenses, communication and liaison expenses and ITF welfare contributions.

10.

Managers’ Right to Sub-Contract

10.1

The Managers shall be entitled to procure performance of the Managers’ obligations hereunder by their parent, subsidiary or associated companies or (in the case of Other Services) third parties (hereinafter collectively called the “Sub-Managers”) in accordance with the following provisions of this Clause 10.1, provided that the Owners have given their prior written consent:

(i)

any such performance of all or any of the Managers’ obligations by the Sub-Managers shall be and constitute full and sufficient performance by the Managers of their obligations hereunder;

(ii)

the Owners hereby agree with the Managers that insofar as the Sub-Managers perform the obligations of the Managers the Sub-Managers shall be entitled to the benefits of the provisions of Clause 11; and

(iii)

any performance of the Managers’ obligations by the Sub-Managers shall be without prejudice to the rights of the Owners hereunder for any failure by the Managers in performance of the Managers’ duties and obligations hereunder and notwithstanding performance by the Sub-Managers the Managers shall remain responsible to the Owners for performance of their obligations hereunder.

10.2

The provisions of Clause 10.1 shall remain in force notwithstanding termination of this Agreement.

11.

Responsibilities

11.1

Force Majeure

11.1.1

Neither the Owners nor the Managers shall be liable for any loss or damage or total or partial failure to perform this Agreement (other than a failure to perform an obligation to pay money) caused wholly or partly by any circumstance or matter beyond the reasonable control of the relevant party, as the case may be, including (without limiting the generality of the foregoing) acts of God, acts of governmental authorities, fires, strikes, floods, epidemics, quarantine restrictions, wars, insurrections, riots, violent demonstrations, criminal offences (other than criminal offences attributable to each Party’s employees, agents or sub-contractors), acts and omissions of civil or military authority or of usurped power, requisition or hire by any governmental or other competent authority, embargoes.

11.1.2

Where a party seeks to rely upon a force majeure event as described in Clause 11.1.1 it will advise the other party of the force majeure event at the earliest opportunity and also advise that party of the likely duration of such force majeure situation.

11.2

Liability to Owners

(i)

Without prejudice to Clause 11.1, the Managers shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of performance of the Management Services unless same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Managers or their employees or agents, or sub-contractors employed by them in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers’ liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of ten times the annual management fee payable hereunder for Basic Services.

(ii)

Notwithstanding anything that may appear to the contrary in this Agreement, the Managers shall not be responsible for any of the actions of the Crew even if such actions are negligent, grossly negligent or wilful, except only to the extent that they are shown to have resulted from a failure to discharge their obligations under Clause 3.1 in which case their liability shall be limited in accordance with the terms of this Clause 11.

11.3

Indemnity - General

Except to the extent and solely for the amount therein set out that the Managers would be liable under Clause 11.2, the Owners hereby undertake to keep the Managers and their employees, agents

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and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising out of or in connection with the performance of this Agreement, including, but not limited to, any and all liability arising under the MLC, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement.

11.4

Indemnity - tax

Without prejudice to the general indemnity set out in Clause 11.3, the Owners hereby undertake to keep the Managers, their employees, agents and sub-contractors indemnified and to hold them harmless against all taxes, imposts and duties levied by any government as a result of the trading or other activities of the Owners or the Vessel and that whether or not such taxes, imposts and duties are levied on the Owners or the Managers.

11.5

“Himalaya”

Subject to any provision of the Agreement to the contrary, it is hereby expressly agreed that no employee or agent of the Managers (including every sub-contractor from time to time employed by the Managers and the employees of such subcontractors) shall in any circumstances whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Clause, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability defence and immunity of whatsoever nature applicable to the Managers or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions of this clause 11 the Managers are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.

11.6

The provisions of Clause 11 shall remain in force notwithstanding termination of this Agreement.

~~12.~~

~~Liens~~

~~12.1~~

The Owners hereby create a charge and equitable lien over the Vessel and Fleet in favour of the Managers in order to secure any sums due to the Managers by virtue of this Agreement. Such charge and or equitable lien shall be considered as a “Maritime Claim” as prescribed in the International Convention Relating to the Arrest of Sea Going Ships, Brussels May 10 1952 and any amendment thereto or substitution thereof, and the Owners recognise and accept that the Vessel, or any vessel within the Fleet, therefore can be arrested for any sums due to the Managers by virtue of this Agreement. For the purposes of the Supreme Court Act 1981, or equivalent legislation in other jurisdictions, this Agreement shall be deemed a supply contract in respect of goods and materials supplied to the Vessel for her operation and maintenance, and neither party hereto shall take issue and/or dispute either the right of lien or charge, or the corresponding right of arrest.

~~12.2~~

The Owners hereby grant the Managers a lien upon any and all cargoes, bunkers, hire, sub hire, all freights, sub freights relating to the Vessel’s employment, or employment of any vessel within the Fleet, for any sums due to the Managers under this Agreements.

13.

Claims/Disputes

13.1

At the request of the Owners, the Managers shall handle and settle all claims arising out of the Management Services hereunder and keep the Owners informed regarding any incident of which the Managers become aware which gives or may give rise to claims or disputes involving third parties.

13.2

The Managers shall, as instructed by the Owners, bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers according to this Agreement.

13.3

The Managers in cooperation with the Owners shall have power to obtain legal or technical or other outside expert advice in relation to the handling and settlement of claims and disputes or all other matters affecting the interests of the Owners in respect of the Vessel.

13.4

The Owners shall arrange for the provision of any necessary guarantee bond or other security.

13.5

The Owners shall pay to the Managers a fee for time spent by the Managers in carrying out their obligations under Clause 13 and such fee shall be mutually agreed by the Owners and the Managers (such fee to not exceed the rate of US$800 per man per day). In addition any costs incurred by

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the Managers in carrying out their obligations according to Clause 13 shall be reimbursed by the Owners.

13.6

The Owners agree to the use of MTI Network for crisis management response and agree to pay any fees additional to the annual retainer of MTI Network (as included in the budget) which may be incurred.

14.

Auditing, Records

14.1

The Managers shall at all times maintain and keep true and correct accounts and shall make the same available at the Managers’ offices for inspection and auditing by the Owners at such times as may be mutually agreed. The Owners agree that the Managers shall be entitled to charge for their reasonable costs and expenses should the Owners require hard copies of supplier invoices and related documentation.

14.2

The Managers shall be entitled to electronically archive all of the Vessels’ records and arrange safe storage of the same, the costs being included in the Vessel’s running costs.

14.3

All accounting and other records relating the Vessel will be retained by the Managers for a period of two (2) years after the date of termination, for whatever reason, of this Agreement, and thereafter shall be destroyed or, if electronically archived, expunged unless the Owners request the Managers to deliver such records to them at the Owners’ expense.

14.4

The Managers may request and the Owners shall, in a timely manner, make available all documentation, information and records reasonably required by the Managers to enable them to perform the Management Services.

15.

Inspection of Vessel

The Owners shall have the right at any time to inspect the Vessel for any reason they consider necessary. The Owners will, where practicable, give reasonable notice to the Managers of their intention to visit the Vessel. After such inspection should Owners advise Mangers of reasonable comments about the Vessel’s condition and the Crew’s performance, Managers undertake to take necessary rectifying actions at the Owners expense.

16.

Compliance with Laws and Regulations

16.1

The parties will not do or permit anything to be done which might cause any breach or infringement of the laws and regulations of the country of registry of the Vessel, and of the places where she trades, provided always that the Managers’ obligations under this Clause will only relate to matters which the Managers are in fact capable of fulfilling and on the understanding that the Managers receive all necessary co-operation, information and funding from the Owners.

16.2

All intended carriage, trade or voyages must be fully compliant with relevant international sanctions and prohibitions. Managers, Crew and Owners accept such requirement as a condition of this Agreement entitling the Managers to terminate the Agreement should there be a breach of international sanctions and prohibitions. The Owners shall indemnify and hold harmless the Managers, their employees, agents and subcontractors in respect of any consequence that may arise from the Vessel being arrested or detained, and should the Vessel not then be capable of immediate release, as a result of sanctions or prohibitions affecting the Owners’ banks and/or insurers.

17.

Duration of the Agreement

17.1

Termination by Notice

This Agreement shall come into effect on the Date of Commencement for a minimum period of three (3) months and shall continue thereafter until terminated by either party giving to the other notice in writing, in which event this Agreement shall, subject as aftermentioned terminate on the expiry of a period of one (1) month from the date upon which such notice is received. Where the Vessel is not at a convenient port or place on the expiry of such period, this Agreement shall terminate on the subsequent arrival of the Vessel at a convenient port or place.

It is hereby agreed between the Parties that this Agreement may be novated by the Owners to V.Ships Limited, of Limassol Cyprus at any time from the Date of Commencement by a sole written notice of the Owners to the Managers. The Managers hereby undertake to procure that V.Ships Limited, of Limassol Cyprus enters into a novation agreement. Upon the Owners’ notice to the Managers, the Owners, the Managers and V.Ships Limited, of Limassol Cyprus will enter into a novation agreement in the form attached in Part VII of this Agreement.

17.2

Termination by default - Owners

(i)

The Managers shall be entitled to terminate the Agreement with immediate effect by notice in writing if any moneys requested by the Managers from the Owners, shall not have been received in the Managers’ nominated account within ten (10) calendar days of

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payment having been requested in writing by the Managers or if the Owners fail to comply to the reasonable satisfaction of the Managers with the requirements of clauses 6.3, 6.4 and 6.5 or if the Vessel is repossessed by a mortgagee.

(ii)

If the Owners

(a)

otherwise fail materially to meet their obligations hereunder for reasons within their control, or

(b)

proceed with employment of or continue to employ the Vessel in the carriage of contraband, blockade running or in an unlawful and/or sanctionable trade, or on a voyage or in a manner which, in the opinion of the Managers, is unduly hazardous or improper, or potentially unlawful and/or sanctionable or

(c)

fail to comply with any recommendation of the Managers which the Managers consider to be reasonable and non- compliance with which may affect the Managers’ reputation or its obligations under the ISM Code or any other applicable laws or regulations

then the Managers may give written notice to the Owners specifying the default and requiring them to remedy it. In the event that the Owners fail to remedy such default (in the case of (a) above, if remediable) within a reasonable time to the reasonable satisfaction of the Managers, the Managers shall be entitled to terminate this Agreement with immediate effect by notice in writing.

17.3

Termination by Default - Managers

If the Managers fail materially to meet their obligations under this Agreement for reasons within the control of the Managers, the Owners may give written notice to the Managers specifying the default and requiring them to remedy it as soon as practically possible. In the event that the Managers fail to remedy such default within a reasonable period of time but in any case latest within fifteen (15) days from the date of the Owners’ notice, if remediable, to the reasonable satisfaction of the Owners, the Owners shall be entitled to terminate this Agreement with immediate effect by notice in writing.

17.4

Liquidation

The Parties to this Agreement shall be entitled to terminate this Agreement forthwith in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the Owners of the Vessel (otherwise than for the purpose of reconstruction or amalgamation) or the Managers or if a receiver or similar officer is appointed to the Owners or the Managers or if either Party ceases to carry on business or make any special arrangement or composition with their creditors or if the Owners suspend payment under this Agreement.

17.5

Extraordinary Termination

This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or its being bareboat chattered, if applicable and unless otherwise agreed, when the bareboat charter comes to an end or if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned. Notwithstanding such deemed termination, fees shall be paid in accordance with the provisions of Clause 8.6.

17.6

For the purpose of sub-clause 17.5 hereof:

(i)

the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be the date on which the registered owners cease to be registered as owners of the Vessel;

(ii)

the Vessel shall not be deemed to be lost until either she has become an actual total loss or agreement has been reached with her Underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred or a Notice of Abandonment is issued to underwriters.

17.7

The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to the date of termination.

17.8

All outstanding fees and other sums payable by the Owners require to be paid in full on or prior to termination, for whatever reason, of this Agreement. Save where the Agreement is terminated by the Owners in accordance with Clause 17.3, the Managers shall be paid fees in accordance with Clause 8.6. The Owners shall also pay on demand Severance Costs together with repatriation costs and expenses.

18.

Confidentiality

18.1

As between the Owners and the Managers, the Owners hereby agree and acknowledge that all title and property in and to the management manuals of the Managers and other written material of the Managers concerning management functions and activities is vested in the Managers and the Owners agree not to disclose the same to

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any third party and, on the termination of this Agreement, to return all such manuals and other material to the Managers. For the purposes of this Clause reference to “the Managers” includes the parent, subsidiary and associated companies of the Managers and any third parties providing Management Services.

19.

Suspension of Services

If, at any time, the Owners have failed to pay the sums due and owing, as set out in Clause 9, or are in breach of any other terms of this Agreement, in addition to the Managers’ rights pursuant to Clause 17 to terminate, the Managers shall, without prejudice to their liberty to terminate, be entitled to withhold/suspend the performance of any and all of their obligations hereunder (including, but not limited to, removal of Crew) and shall have no responsibility whatsoever for any consequences thereof, in respect of which the Owners hereby indemnify the Managers, and fees (as set out in the Fee Schedule) shall continue to accrue and any extra expenses resulting from such withholding shall be for the Owners’ account.

20.

Law and Arbitration

20.1

This Agreement shall be governed by English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 and any amendment thereto or substitution therefor.

20.2

The arbitration shall be conducted in accordance with the London Maritime Arbitrators’ (LMAA) Terms current at the time when the arbitration is commenced.

20.3

Save as aftermentioned, the reference shall be to three arbitrators, one to be appointed by each party and the third by the two so appointed. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment to the other party requiring the other party to appoint its arbitrator within fourteen (14) days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and give notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring the dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be as binding as if he had been appointed by agreement.

20.4

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

20.5

Unless otherwise provided for in a separate agreement, the Owners hereby agree that any claim by any company providing services under clause 24 below shall, unless such company elects otherwise, be subject to English law and any dispute shall be referred to arbitration in accordance with the foregoing provisions of this clause 20.

20.6

Except to the extent provided for in clauses 10, 11 and 20.5 no third party shall have the right to enforce any term of this Agreement.

21.

Amendments to Agreement

Any and all amendments will be agreed by all the parties in the Agreement and will be in writing.

22.

Time Limit for Claims

Any and all liabilities of either party to the other arising under this Agreement or otherwise in relation to the Vessel (except in the case of fraud) shall be deemed to be waived and absolutely barred on the relevant date unless prior to the relevant date written particulars of any claim (giving details of the alleged breach in respect of which such claim is made and a preliminary statement of the amount claimed) have been intimated in writing by the claimant by the relevant date, and any such claim shall be deemed (if it has not previously been satisfied, settled or withdrawn) to have been withdrawn unless arbitration proceedings have been commenced under Clause 20 prior to the expiry of six (6) months after the relevant date. For the purposes of this Clause 22, the “relevant date” is one year after the date of termination, for whatever reason, of this Agreement.

23.

Condition of Vessel

The Owners acknowledge that they are aware that the Managers are unable to confirm that the Vessel, its systems, equipment and machinery are free from defects, and agree that the Managers shall not in any circumstances be liable for any losses, costs, claims, liabilities and expenses which the Owners may suffer or incur resulting from preexisting or latent deficiencies in the Vessel, its systems, equipment and machinery.

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24.

Use of Associated Companies

24.1

The Managers hereby disclose to the Owners that they may, in the course of performing Management Services, utilize the services of companies associated with the Managers. Without prejudice to the foregoing generality, associated companies of the Managers may be used in connection with inter alia travel, insurance, port agency catering and consultancy services. Where companies associated with the Managers provide services in connection with the above or any other matters, such companies will be entitled to charge and retain for their own benefit usual remuneration for the provision of their services (whether in the form of commission or fees). The Managers will send a list of the Associated Companies to Owners on or prior to the Date of Commencement.

24.2

The Owners hereby consent to the arrangements set out in Clause 24.1.

25.

Notices

25.1

Any notice or other communication under or in relation to this Agreement (a “Communication”) may be sent by fax, registered or recorded mail, by personal delivery.

25.2

The addresses of the parties for service of a Communication shall be as stated in Boxes 5 and 6 respectively of Part I.

25.3

A Communication shall be deemed to have been delivered and shall take effect:

(i)

in the case of a fax on the day of transmission; and

(iii)

if delivered personally or sent by registered or recorded mail at the time of delivery.

	26.	Staff Loyalty
		The Owners shall not and shall procure that their parent, subsidiary and associate companies shall not, without the written consent of the Managers, during the course of this Agreement or for a period of six (6) months following termination directly or indirectly offer any employment to any employee of the Managers engaged in providing Management Services or directly or indirectly induce or solicit any such person to take up employment with the Owners or any associated or affiliated company or use the services of any such person either independently or via a third party. In the event that the Managers agree to any of its employees accepting an offer of employment as aforesaid, the Owners shall pay to the Managers a sum equivalent to 25% of the new annual salary of that employee, payable within seven days of the date of the written agreement of the Managers. Such payment shall be construed as liquidated damages and not as a penalty, being the parties agreed reasonable estimate of the Managers’ loss. This clause will not apply to any staff recruited or seconded specifically from Seanergy for the Seanergy vessels.

27.

Entire Agreement

27.1

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and (in relation to such subject matter) supersedes all prior discussions, understandings and agreements between the parties and all prior representations and expressions of opinion by the parties.

27.2

Each of the parties acknowledges that it is not relying on any statements, warranties, representations or understandings (whether negligently or innocently made) given or made by or on behalf of the other in relation to the subject matter hereof and that it shall have no rights or remedies with respect to such subject matter otherwise than under this Agreement. The only remedy available shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.

28.

Partial Validity

If any provision of this Agreement is or becomes or is held by any arbitrator or other competent body to be illegal, invalid or unenforceable in any respect under any law or jurisdiction, the provision shall be deemed to be amended to the extent necessary to avoid such illegality, invalidity or unenforceability, or, if such amendment is not possible, the provision shall be deemed to be deleted from this Agreement to the extent of such illegality, invalidity or unenforceability and the remaining provisions shall continue in full force and effect and shall not in any way be affected or impaired thereby.

29.

Non Waiver

No failure to exercise nor any delay in exercising any right, power, privilege or remedy under this Agreement shall in any way impair or affect the exercise thereof or operate as a waiver in whole or in part. No single or partial exercise of any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.

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SHIP TECHNICAL MANAGEMENT AGREEMENT - PART III

OTHER SERVICES

AP~~PENDIX 1* - Charterin~~g ~~(only applicable if not deleted fee specified in Box 1 of the Fee Schedule)~~

The Managers shall, in accordance with the Owner’s instructions, provide chartering services which term includes but is no limited to seeking and negotiating employment for the Vessel and the conclusion (including the execution thereof) of charterparties or other contracts relating to the employment of the Vessel. Consent thereto in writing (including telex or fax) shall be obtained from the Owners before any contract in respect of the Vessel’s employment is concluded.

~~The fee for the foregoing services shall be such sum as is set out in the Fee Schedule.~~

~~APPENDIX 2* - Post Fixture Services~~ ~~(only applicable if not deleted fee specified in Box 2 of the Fee Schedule)~~

~~The Managers shall provide post fixture services which includes such of the following functions as have been agreed with the Owners:~~

~~(i)~~

~~liaising with Owners, brokers and charterers in the negotiation of the fixture;~~

~~(ii)~~

~~provision of voyage and time charter estimates;~~

~~(iii)~~

~~checking the cargo specification with the Master and cargo shippers to ensure the Vessel is capable of the safe carriage of the cargo;~~

~~(iv)~~

~~instructing the master regarding the fixture and issuing voyage orders;~~

~~(v)~~

~~arranging on and off hire surveys;~~

~~(vi)~~

~~preparation of accounts and calculation of hire and freights and/or demurrage and despatch moneys due from or due to the charterers of the Vessel if required by the Owners; and~~

~~(vii)~~

arrangement of the payment to the Owners of all hire and/or freight revenues or other moneys of whatsoever kind to which Owners may be entitled arising out of the employment of or otherwise in connection with the Vessel.

~~The fee for the foregoing services shall be such sum as is set out in the Fee Schedule.~~

~~APPENDIX 3* - Surveys or other Consultancy Services~~ ~~(only applicable if not deleted – fee specified in Box 3 of the Fee Schedule)~~

~~Any routine superficial inspections of ships afloat or other consultancy services will be undertaken on the following terms:~~

~~Any report issued by the Managers is issued solely to the person to whom it is addressed and under no circumstances is any part of it to be issued or made available to any other party.~~

Inspections are limited to those parts of the Vessel, her machinery equipment or records (if made available) which are actually exposed, uncovered or readily accessible and the Managers are unable to report on any other part of the Vessel, her machinery or equipment and shall have no responsibilities whatsoever in such respect.

The Managers are unable to report on the ship’s water tightness or integrity, the operational efficiency of its machinery or equipment, its suitability for any business or trade, or its stability characteristics.

~~The Managers shall in no circumstances be liable for any indirect, consequential or economic losses arising from any surveys of the Vessel or other consultancy services.~~

~~The Managers’ maximum liability for any loss arising from surveys or consultancy services shall be 10 times the fee payable therefor.~~

Fees in respect of routine superficial inspections afloat shall be charged at the rate of US$850 per day or part thereof. Fees for other consultancy services shall be agreed before work is commenced and unless otherwise agreed shall be payable on delivery of the report by the Managers.

~~APPENDIX 4* - Bunker Services~~ ~~(only applicable if not deleted – fee specified in Box 4 of the Fee Schedule)~~

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~~The Mangers shall arrange for the provision of bunker fuel of the quality agreed with the Owners as required for the Vessel’s trade.~~

The Managers shall be entitled to order bunker fuel through such brokers or suppliers as the Managers deem appropriate unless the Owners instruct the Managers to utilise a particular supplier which the Managers will be obliged to do provided that the Owners have made prior credit arrangements with such supplier. The Owners shall comply with the terms of any credit arrangements made by the Managers on their behalf.

The Managers shall not in any circumstances have any liability for any bunkers which do not meet the required specification. The Managers will, however, take such action, on behalf of the Owners, against the supplier of the bunkers, as is agreed with Owners

~~The fee for the foregoing services shall be such sum as is set out in the Fee Schedule.~~

APPENDIX 5 - On Board Safety Audit and Safety Training (only applicable if not deleted - at no extra cost)

The Managers shall arrange on board safety audit and training which will include the following functions:

(i)

preparation and updating of specialist safety manuals not already included in the SMS;

(ii)

periodic on board safety audit and on board safety training;

(iii)

reporting to the Vessel (via the Managers) on information gained from visits to other vessels and industry forums.

The cost of the foregoing services shall be such sum as is set out in the Fee Schedule and shall be included in the budget agreed with the Owners.

The Managers have entered into sub-contracts with third parties to permit them to supply this service.

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SHIP TECHNICAL MANAGEMENT AGREEMENT - PART IV

FEE SCHEDULE

M/V “LEADERSHIP”

BASIC SERVICES (Clause 3 of Part II)	Amount	Frequency

Management Fee	US$10,800 per month	Monthly

Information System fees (Shipsure)	At cost (already in the budget)	Per year

Planned maintenance - data base development fee (maximum of 42 chargeable days)	At cost (already on the pre-delivery budget)	30 days of invoice

Crewing: Fixed Cost invoice - Crewing Costs (Part VI)	US$94,914 per year US$29,957 per year	Monthly

Other Crew costs (ITF, SEPF, PNO fee etc.)	At cost	Monthly

Management Expenses:		Monthly

Greek Tonnage Tax (if applicable)		50% Deposited in advance (15 days prior to commencement)

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SHIP TECHNICAL MANAGEMENT AGREEMENT - PART V

FLEET DETAILS

N/A

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SHIP TECHNICAL MANAGEMENT AGREEMENT - PART VI

INITIAL BUDGET

Crew

The following Crew costs are charged at a fixed cost based on the agreed budget and subject to the Vessel’s

Crew complement and trading area remaining unchanged (Fixed Cost Invoice - Crewing Costs):

Recruitment costs to include:

Manning and mobilization fees

Medical costs

Training costs

Visa costs (excluding USA)

Domestic travel

Wage related union and social costs

Flag required licenses

MSO communications

Bank charges (in relation to allotments by the local manning offices i.e. Manila)

Working gear (2 Boiler suits and 1 pair of safety shoes)

If the Vessel’s Crew complement and/or trading area are changed with the result that these costs increase the Owners agree that the fixed cost shall be revised as may be mutually agreed.

The Managers shall not be required to provide to the Owners any invoices or related documentation other than the Fixed Cost Invoice.

Other Crew costs are charged at cost including:

Crew Travel

Crew Wages

ITF fee, SEPF

PNO fee

Victualling at US$8.00 (excluding bottle of water)

D&A testing

Crew welfare

Mail for Crew

Newslink

Bank charges

Technical

Stores, Spares, Lub Oils, Surveys & Services, Chemicals, Repairs

Safety & Risk

Administration / Overheads

Registration Expenses, Management Fees, Management Expenses, Other Costs

OPERATING COSTS EXCL. DRYDOCKING

Drydocking

Dry docking Provision

Extraordinary M&R

OPERATING COSTS INCL. DRYDOCKING

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Crew Compliment

1	Master	Ukrainian
2	Chief Officer	Ukrainian
3	2nd Officer	Filipino
4	3rd Officer	Filipino
5	Chief Engineer	Ukrainian
6	2nd Engineer	Ukrainian
7	3rd Engineer	Filipino
8	4th Engineer	Filipino
9	Electrical Officer	Filipino
10	Bosun	Filipino
11	AB	Filipino
12	AB	Filipino
13	AB	Filipino
14	AB	Filipino
15	OS	Filipino
16	OS	Filipino
17	Oiler	Filipino
18	Oiler	Filipino
19	Oiler	Filipino
20	Fitter	Filipino
21	Wiper	Filipino
22	Cook	Filipino
23	Messman	Filipino

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2015 Budget (all figures in USD)

2015 OPERATING COSTS

Crew Wages		840,888
Crew Travel		96,300
Other Crew Costs		29,957
Victualling		67,160
Recruitment & Operational		94,914
TOTAL CREW COSTS		1,129,219

Stores		127,500
Spares		125,500
LubOils		178,789
Surveys & Services		29,000
Repairs		88,500
TOTAL TECHNICAL COSTS		549,289

Safety & Quality		30,750
TOTAL SAFETY & QUALITY		30,750

Registration Expenses		0
Management Fees		129,600
Management Expenses		39,500
Other Costs		12,500
TOTAL GENERAL EXPENSES		181,600

ANNUAL OPERATING COSTS	$	1,890,858

DAILY OPERATING COSTS	$	5,180

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PART VII

Form of Novation Agreement

Novation Agreement

Date: [ ] 2015

PARTIES:

V.Ships Greece Ltd., of Bermuda, with registered address at Par la ville place 14, Par la ville road, Hamilton HM 08, Bermuda, c/o Agiou Dionisiou 3, (herein referred to as the “Existing Manager”)

Leader Shipping Co., of the Marshall Islands, with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (herein referred to as the “Owner”)

V.Ships Limited, of Limassol Cyprus, with registered address at Zenas Gunther, 16-18, Agia Triada, 3035 Limassol, Cyprus (herein referred to as the “New Manager”)

WHEREAS:

This Novation Agreement is supplemental to a Ship Management Agreement dated 11 February 2015 made between the Existing Manager and the Owner in respect of the vessel “LEADERSHIP” registered in the name of the Owner under the Bahamas flag with IMO no. 9233923 (the “Management Agreement”).

In accordance with Clause 17 of the Management Agreement, the Existing Manager and the Owner have agreed that the Management Agreement may be novated by the Owners to the New Manager at any time from the Date of Commencement (as defined in the Management Agreement) by a sole written notice of the Owners to the Managers.

The Owners have notified the Existing Manager on the novation of the Management Agreement and it has been agreed that the Existing Manager be released and discharged from the Management Agreement as from [ ] (the “Effective Date”) and that the Owner releases and discharges the Existing Manager with respect to the Management Agreement from the Effective Date upon the terms of the New Manager undertaking to perform in all respects the Management Agreement and be bound by all the terms of the Management Agreement in place of the Existing Manager.

The Management Agreement, as Annexed hereto, has not been amended, varied, cancelled, novated or terminated and represents the entire agreement between the Existing Manager and the Owner.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein set out, it is hereby agreed as follows:-

Novation and Release

1.1

With effect from the Effective Date as defined in paragraph “C” above and by mutual agreement between the parties and in consideration of the mutual undertakings and releases herein contained, the New Manager shall substitute the Existing Manager under the Management Agreement and the New Manager shall as from the Effective Date assume all rights and obligations of the Existing Manager arising out of or in connection with the Management Agreement and agrees to be bound in all respects in place of the Existing Manager by the terms of the Management Agreement, which shall hereafter be

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construed and treated in all respects as if the New Manager had been originally named as a party to the Management Agreement.

1.2

The Owner hereby agrees to continue to be bound by the Management Agreement in all respects vis-a-vis the New Manager from the Effective Date and further agrees to release the Existing Manager from any further liability under the Management Agreement that may arise or be incurred from events after the Effective Date.

1.3

Any issues or disputes arising between the Existing Manager and the New Manager in connection with the Management Agreement shall be resolved between themselves without involving or prejudicing the Owner.

1.4

Nothing in this Novation Agreement shall affect or prejudice any claim or demand whatsoever which either the Owner or the Existing Manager may have against the other relating to matters arising prior to the Effective Date.

Amendments to the Management Agreement

From the Effective Date, the following amendments are agreed to the Management Agreement:

(a)

all references to the “Managers” in the Management Agreement shall be deemed to mean the New Manager and not the Existing Manager; and

(b)

In Box 3 of Part I of the Management Agreement will be replaces as of the Effective Date with the following:

Managers

Name: V.SHIPS LIMITED, of Limassol Cyprus

Registered Office: Zenas Gunther, 16-18, Agia Triada, 3035 Limassol, Cyprus Country of Incorporation: Cyprus

Telephone Number: +357 25848400		Fax Number: +357 255601700
Contact Name: Capt. Alex Halavins		Position: General Manager

Email address: alex.halavins@vships.com

Law and Jurisdiction

This Agreement is governed by and shall be construed in accordance with English law. Each party agrees with the others that, in the event of a dispute between them or any of them, such disputes shall be referred to arbitration in London, and the arbitration agreement between such parties shall be in the terms of clause 20 of the Management Agreement. In the event of a dispute involving all the parties, it is agreed that there shall be a consolidated reference to arbitration, and that if separate references are commenced they shall upon request of any party be consolidated.

THIS AGREEMENT has been executed by the parties to this Agreement as a deed on the date specified at the beginning of this Agreement.

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Executed as a Deed	)
By Capt. Mauro Renaldi	)
for and on behalf of	)
V.Ships Greece Ltd.	)
of Bermuda	)
in the presence of:	)

Executed as a Deed	)
By Mr. Stamatios Tsantanis	)
for and on behalf of	)
Leader Shipping Co.	)
of the Marshall Islands	)
in the presence of:	)

Executed as a Deed	)
By Capt. Alex Halavins	)
for and on behalf of	)
V.Ships Limited	)
of Limassol Cyprus	)
for and on behalf of	)
the presence of:	)

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Annex - Copy of the Management Agreement dated 11 February 2015

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Novation Agreement

Date: 28 July 2015

PARTIES:

V.Ships Greece Ltd., of Bermuda, with registered address at Par la ville place 14, Par la ville road, Hamilton HM 08, Bermuda, c/o Agiou Dionislou 3, (herein referred to as the “Existing Manager”)

V.Ships Limited, of Limassol Cyprus, with registered address at Zenas Gunther, 16-18, Agia Triads, 3035 Limassol, Cyprus (herein referred to as the “New Manager”)

WHEREAS:

The Owners have notified the Existing Manager on the novation of the Management Agreement and it has been agreed that the Existing Manager be released and discharged from the Management Agreement as from 28 July 2015 (the “Effective Date”) and that the Owner releases and discharges the Existing Manager with respect to the Management Agreement from the Effective Date upon the terms of the New Manager undertaking to perform in all respects the Management Agreement and be bound by all the terms of the Management Agreement in place of the Existing Manager.

The Management Agreement, as Annexed hereto, has not been amended, varied, cancelled, novated or terminated and represents the entire agreement between the Existing Manager and the Owner.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein set out, it Is hereby agreed as follows

Novation and Release

1.1

With effect from the Effective Date as defined in paragraph “C” above and by mutual agreement between the parties and in consideration of the mutual undertakings and releases herein contained, the New Manager shall substitute the Existing Manager under the Management Agreement and the New Manager shall as from the Effective Date assume all rights and obligations of the Existing Manager arising out of or in connection with the Management Agreement and agrees to be bound in all respects in place of the

Existing Manager by the terms of the Management Agreement, which shall hereafter be construed and treated in all respects as if the New Manager had been originally named as a party to the Management Agreement.

1.2

1.3

1.4

Amendments to the Management Agreement

From the Effective Date, the following amendments are agreed to the Management Agreement:

(a)

all references to the “Managers” in the Management Agreement shall be deemed to mean the New Manager and not the Existing Manager; and

(b)

In Box 3 of Part I of the Management Agreement will be replaces as of the Effective Date with the following:

3.	Managers
	Name: V.SHIPS LIMITED, of Limassol Cyprus Registered Office: Zenas Gunther, 16-18, Agfa Trlada, 3035 Limassol, Cyprus Country of Incorporation: Cyprus

	Telephone Number: 4-357 25848400 Contact Name: Capt. Alex Halavins	Fax Number: +357 255601700 Position: General Manager

	Email address: alex.halavins@vships.com

Law and Jurisdiction

This Agreement is governed by and shall be construed in accordance with English law. Each party agrees with the others that, in the event of a dispute between them or any of them, such disputes shall be referred to arbitration in London, and the arbitration agreement between such parties shall be in the terms of clause 20 of the Management Agreement. In the event of a dispute Involving all the parties, it is agreed that there shall be a consolidated reference to arbitration, and that if separate references are commenced they shall upon request of any party be consolidated,

THIS AGREEMENT has been executed by the parties to this Agreement as a deed on the date specified at the beginning of this Agreement

Executed as a Deed	)
By Capt Mauro Renaldi	)
for and on behalf of	)
V.Ships Greece Ltd,	)
of Bermuda	)
in the presence of:	)

Executed as a Deed	)
By Mr. Stamatios Tsantanis	)
for and on behalf of	)
Leader Shipping Co.	)
of the Marshall Islands	)
in the presence of:	)

Executed as a Deed	)
By Capt Alex Halavins	)
for and on behalf of	)
V.Ships Limited	)
of Limassol Cyprus	)
for and on behalf of	)
the presence of:	)

ADDENDUM NO. 1 TO TECHNICAL MANAGEMENT AGREEMENT

This Addendum No. 1 (this “Addendum”) dated as of March 18^th, 2016, by and among LEADER SHIPPING CO., a company incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands in Marshall Islands, (the “Owner”), and V.SHIPS LIMITED, a company incorporated in Limassol Cyprus whose registered office is at Zenas Gunther, 16-18, Agia Triada, 3035 Limassol, Cyprus (the “Manager”), to the Technical Management Agreement dated as of February 11^th, 2015, by and among the Company and V.Ships Greece Ltd., as novated by a novation agreement dated as of July 27^th, 2015 entered into between the Owner, the Manager and V.Ships Greece Ltd. (the “Agreement”) for the provision of technical management services by the Manager to the Owner for the mv Leadership (the “Vessel”). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto (or incorporated by reference) in the Agreement, which also contains rules of usage that apply to terms defined therein and herein.

RECITAL

WHEREAS, the Owner and the Manager desire to enter into this Addendum No. 1 for the purpose of including words and expressions in Clause 1.1 of the Agreement.

WHEREAS, the Owner and the Manager desire to enter into this Addendum No. 1 for the purpose of including a new Clause 3.12.

WHEREAS, the Owner and the Manager desire to enter into this Addendum No. 1 for the purpose of amending the existing Clause 8.11 of the Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Clause 1.1 of the Agreement

The following words and expressions are hereby included in alphabetical order in Clause 1.1:

“lay-up” means the lay-up for a period of more than 3 months during which the Vessel is moored in a secured location and all her systems are shut down with minimum ongoing maintenance to prevent deterioration of the Vessel’s hull structure and machinery. During this period, a specialist lay-up crew may be employed and/or only watchmen may be appointed by a contracted ‘housekeeping’ company to be selected by the Owner.

“De-activation” means the period of time between the Vessel’s time of arrival at the Lay-up Site and until she is safely laid-up including but not limited to the preparations required for safely laying-up the Vessel as well as the notification of authorities governing the Vessel’s operations.

“Flag State” means the State whose flag the Vessel is flying.

“Lay-up Site” means the location in which the Vessel is laid up.

“Lay-up Period” means the period of time after De-activation and before Re-activation.

“Re-activation” means the period of time which is required for the Vessel to become fully operational in accordance with the applicable Class, Flag and international requirements; the Re-activation will commence upon the Owners’ initial notification to the Managers and will terminate when the Vessel is ready to sail from the Lay-up Site. The Re-activation will last for a period of not more than three (3) weeks.”

Clause 3.12 of the Agreement

A new Clause 3.12 is hereby added in the Agreement as follows:

“3.12

Lay up of Vessel

In the event that the Owners decide to lay-up the Vessel, the Managers shall:

Provide in cooperation with the Owners the Vessel with instructions with regards to the procedures that shall be followed throughout the Lay-up Period for all phases of the project, lay-up, De-activation and Re-activation.

Use their best endeavors to perform the Management Services in accordance with sound layup industry practice, including but not limited to compliance with all relevant rules and regulations, and protection of the Vessel and surrounding environment in the case of emergency. The Managers shall have in place and maintain an emergency response plan. The Managers shall waive their right to claim any award for salvage performed on the Vessel and/or to protect the environment. The performance of the Management Services shall be conducted in a manner consistent with appropriate social responsibility

Notify the Owners in the event that, during the performance of the Management Services, the Managers become aware of any equipment or machinery that needs maintenance and/or repair. The Owners will decide whether the Vessel and/or her equipment or machinery is in need of maintenance and/or repair. However, if the maintenance and/ or repair are, in the Managers’ opinion, critical for the Vessel’s safety and/or the surrounding environment the Managers have the right to take all necessary and prudent steps to effect such maintenance and/or repairs without consulting the Owners, provided that they will advise the Owners of such need as soon as practicably possible.

Maintain records of work carried out in performance of the Management Services;

Provide periodic written reports to the Owners of the observed condition of the Vessel and its equipment and machinery in a form and frequency agreed between the parties; and

Arrange necessary class and flag surveys to obtain lay-up classification and registry notations and further ensure that, throughout the Lay-up Period, that the Vessel is in possession of valid certificates to comply with the port authority, Flag State and Vessel’s classification society requirements.

Do any such actions to preserve the Vessel and her machinery and equipment in order to prevent damage or deterioration and to assist with subsequent Re-activation.

In the performance of their management responsibilities under this Agreement, the Managers shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management. In particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable.

In the event that the Owners decide to lay-up the Vessel, the Owners shall pay all sums to the Managers punctually in accordance with Clause 8.11 and the terms of this Agreement.”

Amended and Restated Clause 8.11 of the Agreement

Clause 8.11 of the Agreement is hereby amended and restated as follows:

“8.11 If the Owners decide to lay-up the Vessel and such lay-up lasts more than two (2) months, no management fee shall be paid to the Managers for the period exceeding the two (2) months until the Owners give written notice to Re-activate the Vessel. The Owners shall reimburse the Managers for any costs that arise while the Vessel is laid up following the two (2) months provided these costs have been approved by the Owners.”

IN WITNESS WHEREOF, the parties hereinabove have caused this Addendum No. 1 to the Agreement to be signed in duplicate by their respective and duly authorized representatives as of the date first written hereinabove.

LEADER SHIPPING CO.		V.SHIPS LIMITED

By:	/s/ Stamatios Tsantanis	By:	/s/ Alex Halavins

Name:	Stamatios Tsantanis		Name:	Capt. Alex Halavins
Title:	Director / President/ Treasurer		Title:	General Manager

Exhibit 10.8

Novation Agreement

THIS AGREEMENT is made on 16 December 2020 between:

(1)

V.Ships Limited, of Cyprus, with registered offices at Zina Kanther 16-18, Agia Triada, 3035 Limassol, Cyprus (the “Managers”);

(2)

Leader Shipping Co., of the Republic of the Marshall Islands, with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (the “Owners”); and

(3)

V.Ships Greece Ltd., of Bermuda, with regsistered offices at 3rd Floor, Par-La-Ville Place, 14 Par-La-Ville Road, Hamilton HM 08, Bermuda (the “New Managers”).

RECITALS:

(A)

This Agreement is supplemental to the Ship Management Agreement entered into between the New Managers and the Owners in respect of the M/V “LEADERSHIP”, registered in the name of the Owners under the Bahamas flag with IMO No. 9233923, dated 11 February 2015, novated from the New Managers to the Managers by novation agreement dated 28 July 2015 and amended by Addendum No. 1 on 18 March 2016 (the “Contract”).

(B)

The Managers, the Owners and the New Managers have agreed to enter into this Agreement so that the Managers be released and discharged from the Contract as from 22 December 2020 (the “Effective Date”) and so that the Owners release and discharge the Managers with respect to the Contract from the Effective Date upon the terms of the New Managers’ undertaking to perform the Contract and be bound by its terms in place of the Managers.

(C)

The Contract, Annexed hereto, has not been amended, varied, cancelled, novated or terminated and represents the entire agreement between the Managers and the Owners.

OPERATIVE PROVISIONS:

Except as amended hereby, all definitions, terms and conditions of the Contract remain in full force and effect.

As from the Effective Date and by mutual agreement between the parties and in consideration of the mutual undertakings and releases herein contained, the New Managers shall hereby substitute the Managers under the Contract and the New Managers shall as from the Effective Date assume all rights and obligations of the Managers arising out of or in connection with the Contract. As from the Effective Date, the New Managers and the Owners undertake to perform the Contract and be bound by its terms in every way as if the New Managers had been a party to it in place of the Managers under the Contract which shall hereafter be construed and treated in all respects as if the New Managers had been originally named as a party therein.

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Save as provided in Clause 5, the Managers and the Owners hereby mutually release each other from their obligations under the Contract as from the Effective Date.

The Owners hereby agree to continue to be bound by the Contract in all respects vis-à-vis the New Managers from the Effective Date and further agree to release and discharge the Managers from any further liability under the Contract that may arise out of or with respect to events occurred after the Effective Date and accept the liability of the New Managers under the Contract from the Effective Date.

Nothing in this Agreement shall affect or prejudice any liability, claim or demand whatsoever which either the Managers or the Owners may have against the other relating to matters arising out of or with respect to events occurred prior to the Effective Date.

The Owners shall procure in respect of the Owners’ Insurances that the New Managers are named as co-assureds for protection and indemnity risks (including pollution risks) and as named assureds on all other policies, with the benefit of full cover.

AMENDMENTS:

From the Effective Date, the following amendments are agreed to in the Contract:

(a)

all references made to the “Managers” in the Contract shall be deemed to mean the New Managers and not the Managers; and

(b)

Box 3 of Part I of the Contract will be replaced as of the Effective Date with the following:

3.	Managers
	Name: V.Ships Greece Ltd., of Bermuda
	Registered Address: 3rd Floor, Par-La-Ville Place, 14 Par-La-Ville Road, Hamilton HM 08, Bermuda
	Country of Incorporation: Bermuda

	c/o 03 Agiou Dionysiou Street, Piraeus 185 45, Greece

	Telephone Number: +30 210 4102210	Fax Number: +30 210 4294340
	Contact Name: (Mr.) Konstantinos Kontes	Position: Managing Director

	Email address: costas.kontes@vships.com

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LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the same laws and subject to the same jurisdiction as that provided in Clause 20 of the Contract.

THIS AGREEMENT has been executed by the parties to this Agreement as a deed on the date specified at the beginning of this Agreement.

Executed as a deed
By Alastair Evitt	)	/s/ Alastair Evitt
for and on behalf of	)
V.Ships Limited	)

Executed as a deed
By Stamatios Tsantanis	)	/s/ Stamatios Tsantanis
for and on behalf of	)
Leader Shipping Co.	)

Executed as a deed
By Konstantinos Kontes	)	/s/ Konstantinos Kontes
for and on behalf of	)
V.Ships Greece Ltd.	)

3/4

ANNEX

4/4

Exhibit 10.81

Dated 15 July 2020

US$22,500,000

TERM LOAN FACILITY

SEA GLORIUS SHIPPING CO.

SEA GENIUS SHIPPING CO.

as joint and several Borrowers

and

SEANERGY MARITIME HOLDINGS CORP.

as Guarantor

and

LUCID AGENCY SERVICES LIMITED

as Facility Agent

and

LUCID TRUSTEE SERVICES LIMITED
as Security Agent

FACILITY AGREEMENT

relating to

the refinancing certain existing indebtedness

secured on m.v.s "GLORIUSHIP" and "GENIUSHIP"

Index

Clause		Page

Section	1 Interpretation	2
1	Definitions and Interpretation	2
Section	2 The Facility	29
2	The Facility	29
3	Purpose	29
4	Conditions of Utilisation	30
Section	3 Utilisation	31
5	Utilisation	31
Section	4 Repayment, Prepayment and Cancellation	33
6	Repayment	33
7	Prepayment and Cancellation	33
Section	5 Costs of Utilisation	36
8	Interest	36
9	Interest Periods	36
10	Fees	37
Section	6 Additional Payment Obligations	39
11	Tax Gross Up and Indemnities	39
12	Increased Costs	44
13	Other Indemnities	45
14	Mitigation by the Finance Parties	48
15	Costs and Expenses	48
Section	7 Guarantee and Joint and Several Liability of the Borrowers	50
16	Guarantee and Indemnity	50
17	Joint and Several Liability of the Borrowers	53
Section	8 Representations, Undertakings and Events of Default	55
18	Representations	55
19	Financial Covenants	61
20	Information Undertakings	62
21	General Undertakings	66
22	Insurance Undertakings	72
23	Ship Undertakings	78
24	Security Cover	83
25	Earnings Account and Application of Earnings	86
26	Events of Default	87
Section	9 Changes to Parties	93
27	Changes to the Lenders	93
28	Changes to the Transaction Obligors	98
Section	10 The Finance Parties	99
29	The Facility Agent	99
30	The Security Agent	110
31	Conduct of Business by the Finance Parties	125
32	Sharing among the Finance Parties	126
Section	11 Administration	128
33	Payment Mechanics	128
34	Set-Off	131
35	Bail-In	131
36	Notices	131

37	Calculations and Certificates	134
38	Partial Invalidity	134
39	Remedies and Waivers	134
40	Settlement or Discharge Conditional	134
41	Irrevocable Payment	134
42	Amendments and Waivers	135
43	Confidential Information	137
44	Counterparts	140
Section 12 Governing Law and Enforcement		141
45	Governing Law	141
46	Enforcement	141
47	Patriot Act Notice	142

Schedules

Schedule 1 The Parties	143
Part A The Obligors	143
Part B The Original Lenders	144
Part C The Servicing Parties	146
Schedule 2 Conditions Precedent	147
Part A Conditions precedent to Utilisation Request	147
Part B Conditions precedent to Utilisation	149
Schedule 3 Requests	152
Utilisation Request	152
Schedule 4 Form of Transfer Certificate	154
Schedule 5 Form of Assignment Agreement	156
Schedule 6 Repayment Schedule	159
Schedule 7 Details of the Ships	160
Schedule 8 Timetables	161
Schedule 9 Form of Compliance Certificate	162

Execution

Execution Pages	163

THIS AGREEMENT is made on 15 July 2020

Parties

(1)

SEA GLORIUS SHIPPING CO., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower ("Borrower A")

(2)

SEA GENIUS SHIPPING CO., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower ("Borrower B")

(3)

SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as guarantor (the "Guarantor")

(4)

THE FINANCIAL INSTITUTIONS listed in ‎Part B of ‎Schedule 1 (The Parties) as lenders (the "Original Lenders")

(5)

LUCID AGENCY SERVICES LIMITED as agent of the other Finance Parties (the "Facility Agent")

(6)

LUCID TRUSTEE SERVICES LIMITED as security agent for the Secured Parties (the "Security Agent")

Background

The Lenders have agreed to make available to the Borrowers a senior secured term loan facility of up to US$22,500,000 in two Tranches for the purpose of refinancing part of the Existing Indebtedness in respect of the Ships in an aggregate amount of up to the lesser of (i) $22,500,000 and (ii) 80 per cent. of the aggregate of the Initial Market Value of Ship A and Ship B.

OPERATIVE PROVISIONS

Section 1

Interpretation

Definitions and Interpretation

1.1

Definitions

In this Agreement:

"Account Bank" means Alpha Bank S.A. acting through its office at Piraeus, Greece or any replacement bank or other financial institution as may be approved by the Facility Agent acting with the authorisation of the Majority Lenders.

"Account Security" means a document creating Security over the Earnings Accounts in agreed form.

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Approved Brokers" means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

"Approved Classification" means:

(a)

in relation to a Ship, as at the date of this Agreement, the classification in relation to that Ship specified in ‎Schedule 7 (Details of the Ships);

(b)

in relation to the Collateral Ship, I* Hull *Mach,

or the equivalent classification with another Approved Classification Society.

"Approved Classification Society" means:

(a)

in relation to a Ship, as at the date of this Agreement, the classification society in relation to that Ship specified ‎Schedule 7 (Details of the Ships);

(b)

in relation to the Collateral Ship, Bureau Veritas,

or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders, such approval not to be unreasonably withheld or delayed.

"Approved Commercial Manager" means:

(a)

Fidelity Marine;

(b)

Seanergy Management;

(c)

a direct or indirect wholly owned Subsidiary of the Guarantor; or

(d)

any other person not being a wholly owned Subsidiary of the Guarantor approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders as the commercial manager of a Ship, or as the case may be, the Collateral Ship, such approval not to be unreasonably withheld or delayed.

"Approved Flag" means:

(a)

in relation to a Ship, as at the date of this Agreement, the flag in relation to that Ship specified in ‎Schedule 7 (Details of the Ships);

(b)

in relation to the Collateral Ship, the Republic of Liberia,

or such other flag approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders, such approval not to be unreasonably withheld or delayed.

"Approved Manager" means the Approved Commercial Manager or the Approved Technical Manager.

"Approved Technical Manager" means:

(a)

V.Ships;

(b)

a direct or indirect wholly owned Subsidiary of the Guarantor; or

(c)

any other person not being a direct or indirect wholly owned Subsidiary of the Guarantor approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders as the technical manager of a Ship, or as the case may be, the Collateral Ship, such approval not to be unreasonably withheld or delayed.

"Approved Valuer" means Clarksons Valuations Limited, Braemar ACM Valuations Limited, Simpson Spence & Young Valuations Services Ltd, Arrow Research Limited, Fearnleys Shipbrokers A/S (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

"Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

"Assignment Agreement" means an agreement substantially in the form set out in ‎Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee and the Facility Agent (acting with the authorisation of the Majority Lenders).

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

"Availability Period" means the period from and including the date of this Agreement to and including 31 August 2020.

"Available Commitment" means a Lender's Commitment minus:

(a)

the amount of its participation in the outstanding Loan; and

(b)

in relation to any proposed Utilisation, the amount of its participation in the Loan that is due to be made on or before the proposed Utilisation Date.

"Available Facility" means the aggregate for the time being of each Lender's Available Commitment.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means:

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b)

in relation to any state other than such an EEA Member Country or the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

"Borrower" means Borrower A or Borrower B.

"Borrower A Collateral Guarantee" means a collateral guarantee to be granted by (i) Borrower A in favour of (ii) the Collateral Security Agent in relation to the obligations of, amongst others, the Collateral Guarantor under the Collateral Facility Agreement.

"Borrower B Collateral Guarantee" means a collateral guarantee to be granted by (i) Borrower B in favour of (ii) the Collateral Security Agent in relation to the obligations of, amongst others, the Collateral Guarantor under the Collateral Facility Agreement.

"Borrower Collateral Guarantee" means the Borrower A Collateral Guarantee or the Borrower B Collateral Guarantee.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York and Athens.

"Cash" shall have the meaning given to such term in the Latest Financial Statements.

"Charter" means, in relation to a Ship, or as the case may be the Collateral Ship, any charter relating to that Ship or the Collateral Ship, or other contract for its employment, whether or not already in existence.

"Charter Assignment" means the assignment creating Security over any Charter which exceeds 13 months (including any optional extensions and any redelivery allowance) and any Charter Guarantee in agreed form.

"Charter Guarantee" means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

"Code" means the US Internal Revenue Code of 1986.

"Collateral Account Security" means a document creating second priority Security over the Collateral Earnings Account in agreed form.

"Collateral Earnings Account" means:

(a)

an account in the name of the Collateral Guarantor with the Account Bank designated "Lord Ocean Navigation Co. – USD Earnings Account"; or

(b)

any other account in the name of the Collateral Guarantor with the Account Bank which may, with the prior written consent of the Facility Agent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or

(c)

any sub-account of any account referred to in paragraphs (a) or (b) above.

"Collateral Event of Default" has the meaning given to the term "Event of Default" in the Collateral Facility Agreement.

"Collateral Facility Agreement" means the facility agreement dated 11 June 2018 (as amended and restated pursuant to the Collateral Facility Amendment and Restatement Deed) and made between, amongst others, (i) the Collateral Guarantor as borrower, (ii) the Guarantor as guarantor, (iii) the Facility Agent as facility agent and (iv) the Collateral Security Agent as security agent.

"Collateral Facility Amendment and Restatement Deed" means the resignation, appointment, amendment and restatement deed dated 15 July 2020 and made between amongst others, (i) the Collateral Guarantor as borrower, (ii) the Guarantor as guarantor, (iii) the Facility Agent as successor facility agent and (iv) the Collateral Security Agent as successor security agent.

"Collateral Finance Parties" has the meaning given to the term "Finance Parties" in the Collateral Facility Agreement

"Collateral General Assignment" means a second priority general assignment in respect of the Collateral Ship creating Security over its Earnings, Insurances and any Requisition Compensation in agreed form.

"Collateral Guarantee" means a collateral guarantee to be granted by the Collateral Guarantor in favour of the Security Agent, in relation to the obligations of, amongst others, the Borrowers under this Agreement and the other Finance Documents in the agreed form.

"Collateral Guarantor" means Lord Ocean Navigation Co., a corporation incorporated in the Republic of Liberia whose registered address is at 80 Broad Street, Monrovia, Liberia.

"Collateral Intercreditor Agreement" means the intercreditor agreement to be entered into between, amongst others, (i) the Collateral Guarantor and the Guarantor as debtors, (ii) the Collateral Security Agent as senior security agent and (iii) the Security Agent as junior security agent.

"Collateral Manager's Undertaking" means, in relation to an Approved Manager, a second priority letter of undertaking from that Approved Manager subordinating the rights of that Approved Manager against the Collateral Ship and the Collateral Guarantor to the rights of the Finance Parties in agreed form.

"Collateral Mortgage" means the second priority or, as the case may be, preferred ship mortgage on the Collateral Ship under the jurisdiction of the relevant Approved Flag (together with, if applicable, the deed of covenants collateral thereto), each in agreed form.

"Collateral Security Agent" has the meaning given to the term "Security Agent" in the Collateral Facility Agreement.

"Collateral Security Documents" means the Collateral Guarantee, the Collateral Account Security, the Collateral General Assignment, each Collateral Manager's Undertaking, the Collateral Mortgage and the Collateral Shares Security.

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

"Collateral Shares Security" means a document to be executed by the Collateral Shareholder creating second priority Security over the shares in the Collateral Guarantor in agreed form.

"Collateral Ship" means the 2010-built Capesize bulk carrier type of vessel of approximately 179,000 deadweight, having IMO Number 9519066 and registered in the name of the Collateral Guarantor under the Liberian flag with the name "LORDSHIP".

"Commercial Management Agreement" means, in relation to a Ship, or as the case may be the Collateral Ship, the agreement entered into between a Borrower or Collateral Guarantor which is the owner of that Ship or Collateral Ship and the Approved Commercial Manager regarding the commercial management of that Ship, or as the case may be, the Collateral Ship.

"Commitment" means:

(a)

in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in ‎Part B of ‎Schedule 1 (The Parties) and the amount of any other Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Compliance Certificate" means a certificate in the form set out in ‎‎‎Schedule 9 (Form of Compliance Certificate) or in any other form agreed between the Guarantor and the Facility Agent

"Confidential Information" means all information relating to any Transaction Obligor, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a)

any Transaction Obligor or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Transaction Obligor or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause ‎43 (Confidential Information); or

(B)

is identified in writing at the time of delivery as non-confidential by any Transaction Obligor or any of its advisers; or

(C)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs ‎(a) or ‎(b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with a Transaction Obligor and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

"Confidentiality Undertaking" means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrowers and the Facility Agent.

"Corresponding Debt" means any amount, other than any Parallel Debt, which an Obligor owes to a Secured Party under or in connection with the Finance Documents.

"Deed of Release" means a deed releasing the Existing Security and the undertakings, obligations and liabilities (including any indemnities) of the Borrowers in connection with the Existing Indebtedness in a form acceptable to the Facility Agent (acting on the instructions of the Majority Lenders).

"Default" means an Event of Default or a Potential Event of Default.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

"Dispute" has the meaning given to it in Clause ‎46.1 (Jurisdiction).

"Disruption Event" means either or both of:

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties or, if applicable, any Transaction Obligor; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party or, if applicable, any Transaction Obligor preventing that, or any other, Party or, if applicable, any Transaction Obligor:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

"Document of Compliance" has the meaning given to it in the ISM Code.

"dollars" and "$" mean the lawful currency, for the time being, of the United States of America.

"Earnings" means, in relation to a Ship, or as the case may be, the Collateral Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower or the Collateral Guarantor or the Security Agent and which arise out of or in connection with or relate to the use or operation of that Ship, or, as the case may be, the Collateral Ship, including (but not limited to):

(a)

the following, save to the extent that any of them is, with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders), pooled or shared with any other person:

(i)

all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;

(ii)

the proceeds of the exercise of any lien on sub-freights;

(iii)

compensation payable to a Borrower or, as the case may be, the Collateral Owner or the Security Agent in the event of requisition of that Ship, or as the case may be, the Collateral Ship for hire or use;

(iv)

remuneration for salvage and towage services;

(v)

demurrage and detention moneys;

(vi)

without prejudice to the generality of sub-paragraph ‎(i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship or, as the case may be, the Collateral Ship;

(vii)

all moneys which are at any time payable under any Insurances in relation to loss of hire;

(viii)

all monies which are at any time payable to a Borrower or, as the case may be, the Collateral Owner in relation to general average contribution; and

(b)

if and whenever that Ship or, as the case may be the Collateral Ship is employed on terms whereby any moneys falling within sub-paragraphs ‎(i) to ‎(viii) of paragraph ‎(a) above 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 or, as the case may be the Collateral Ship.

"Earnings Account" means in relation to a Borrower:

(a)

an account in the name of that Borrower with the Account Bank designated "[Earnings Account]"; or

(b)

any other account in the name of a Borrower with the Account Bank which may, with the prior written consent of the Facility Agent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or

(c)

any sub-account of any account referred to in paragraphs (a) or (b) above.

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

"Environmental Claim" means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, "claim" includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, 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:

(a)

any release, emission, spill or discharge of Environmentally Sensitive Material whether within a Ship or, as the case may be the Collateral Ship or from a Ship or, as the case may be the Collateral Ship into any other vessel or into or upon the air, sea, land or soils (including the seabed) or surface water; or

(b)

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than a Ship or, as the case may be the Collateral Ship and which involves a collision between a Ship or, as the case may be the Collateral Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship or, as the case may be the Collateral Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or a Ship and/or any Transaction Obligor and/or any operator or manager of a Ship or, as the case may be the Collateral Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water otherwise than from a Ship or, as the case may be the Collateral Ship and in connection with which a Ship or, as the case may be the Collateral Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of a Ship or, as the case may be the Collateral Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

"Environmental Law" means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

"Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances 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.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor thereto.

"ERISA Affiliate" means each person (and defined in Section 3(9) of ERISA) which together with any Borrower would be deemed to be a "single employer" within the meaning of Section 414(b), (c), (m) or (o) of the Code.

"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

"Event of Default" means any event or circumstance specified as such in Clause ‎26 (Events of Default).

"Existing Facility Agent" has the meaning given to the term "Agent" in the Existing Facility Agreement.

"Existing Facility Agreement" means the facility agreement dated 1 September 2015 (as amended and/or supplemented by a supplemental letter dated 16 May 2016, a supplemental letter dated 23 February 2017, a supplemental agreement dated 28 March 2018 and as further amended and/or supplemented by a second supplemental agreement dated 1 April 2019) and entered into between, amongst other, the Borrowers as joint and several borrowers, (ii) Hamburg Commercial Bank AG as lender and (iii) the Existing Facility Agent, to finance, among others, the acquisition of the Ships.

"Existing Indebtedness" means, at any date, any outstanding Financial Indebtedness on that date under or in connection with the Existing Facility Agreement.

"Existing Lender" has the meaning given to it in Clause ‎27.1 (Assignments and transfers by the Lenders).

"Existing Security" means any Security created to secure the Existing Indebtedness (or any part thereof) under the Existing Facility Agreement.

"Facility" means the term loan facility made available under this Agreement as described in Clause ‎2 (The Facility).

"Facility Office" means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

"FATCA" means:

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph ‎(a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs ‎(a) or ‎(b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

"FATCA Application Date" means:

(a)

in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b)

in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph ‎(a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Fee Letter" means any letter or letters dated on or about the date of this Agreement between any of the Facility Agent, the Security Agent and any Obligor setting out any of the fees referred to in Clause ‎10.2 (Agency fee).

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

"Finance Document" means:

(a)

this Agreement;

(b)

the Utilisation Request;

(c)

the Intercreditor Agreement;

(d)

the Collateral Intercreditor Agreement;

(e)

any Security Document;

(f)

any Collateral Security Documents;

(g)

any Subordination Agreement;

(h)

any Fee Letter;

(i)

any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or

(j)

any other document designated as such by the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrowers.

"Finance Party" means the Facility Agent, the Security Agent or a Lender.

"Financial Indebtedness" means any indebtedness for or in relation to:

(a)

moneys borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

(g)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

(h)

any counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i)

the amount of any liability in relation to any guarantee or indemnity for any of the items referred to in paragraphs ‎(a) to ‎(h) above.

"Fleet Vessels" means the vessels from time to time owned by the members of the Group and "Fleet Vessel" means any of them.

"GAAP" means generally accepted accounting principles in the US including IFRS.

"General Assignment" means, in relation to a Ship, the general assignment creating Security over that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship, in agreed form.

"Group" means the Guarantor and its Subsidiaries from time to time, including, without limitation, the Borrowers.

"Holding Company" means, in relation to a person, any other person in relation to which it is a Subsidiary.

"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

"Indemnified Person" means:

(a)

for the purposes of Clause ‎13.2 (Other indemnities), each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate;

(b)

for the purposes of Clause ‎13.3 (Indemnity to the Facility Agent), the Facility Agent, each Affiliate of the Facility Agent and each director, officer and employee; and

(c)

for the purposes of Clause ‎13.4 (Indemnity to the Security Agent), the Security Agent and every Receiver and Delegate, each Affiliate of the Security Agent, Receiver and Delegate and each director, officer and employee.

"Initial Market Value" means, in relation to a Ship, the Market Value of that Ship determined pursuant to the valuation(s) relative thereto referred to in paragraph 4.5 of Part B of ‎Schedule 2 (Conditions Precedent).

"Insurances" means, in relation to a Ship or, as the case may be the Collateral Ship:

(a)

all policies and contracts of insurance, including entries of that Ship or, as the case may be the Collateral Ship in any protection and indemnity or war risks association, effected in relation to that Ship, or, as the case may be the Collateral Ship, its Earnings or otherwise in relation to that Ship or, as the case may be the Collateral Ship whether before, on or after the date of this Agreement; and

(b)

all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.

"Intercreditor Agreement" means the intercreditor agreement to be entered into between, amongst others, (i) the Borrowers and the Guarantor as debtors, (ii) the Security Agent as senior security agent and (iii) the Collateral Security Agent as junior security agent.

"Interest Payment Date" has the meaning given to it in Clause ‎8.2 (Payment of interest).

"Interest Rate" means 10.50 per cent. per annum.

"Interest Period" means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause ‎9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause ‎8.3 (Default interest).

"ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

"ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

"ISSC" means an International Ship Security Certificate issued under the ISPS Code.

"Latest Financial Statements" means, as at the date of calculation, the annual audited or quarterly unaudited (as the case may be) the Guarantor is obliged to deliver to the Facility Agent pursuant to Clause ‎20.2 (Financial statements).

"Lender" means:

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause ‎27 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with this Agreement.

"LMA" means the Loan Market Association or any successor organisation.

"Loan" means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a "part of the Loan" means a Tranche or any other part of the Loan as the context may require.

"Major Casualty" means any casualty to a Ship, or, as the case may be the Collateral Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $750,000 or the equivalent in any other currency.

"Majority Lenders" means:

(a)

if the Loan has not yet been advanced, a Lender or Lenders whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments; or

(b)

at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66⅔ per cent. of the amount of the Loan then outstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 66⅔ per cent. of the Loan immediately before such repayment.

"Make-Whole Period" means the period commencing 15 months after the Utilisation Date and ending three months thereafter.

"Management Agreement" means the Technical Management Agreement or the Commercial Management Agreement.

"Manager's Undertaking" means, in relation to an Approved Manager, a letter of undertaking from that Approved Manager subordinating the rights of that Approved Manager against a Ship and the relevant Borrower to the rights of the Finance Parties in agreed form.

"Market Value" means, in relation to a Ship or any other vessel, at any date, an amount equal to the market value of that Ship or vessel shown by one valuation at the cost of the Borrowers each prepared:

(a)

as at a date not more than 30 days previously;

(b)

by an Approved Valuer (appointed by the Borrower and addressed to the Facility Agent);

(c)

with or without physical inspection of that Ship or vessel (as the Facility Agent (acting on the instructions of the Majority Lenders) may require); and

(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 Charter

Provided that, if the Facility Agent does not agree with the Market Value of that Ship determined by such sole valuation, it may obtain a second valuation of that Ship or any other vessel over which additional Security has been created in accordance with Clause 24.2 (Provision of additional security; prepayment), from one Approved Valuer selected and appointed by the Facility Agent and the Market Value of that Ship or such other vessel shall be the arithmetic mean of such two valuations, (with the arithmetic mean of any range to apply, if an Approved Valuer gives a range).

"Material Adverse Effect" means in the reasonable opinion of the Majority Lenders a material adverse effect on:

(a)

the business, operations, property, condition (financial or otherwise) or prospects of any Obligor or Obligors as a whole; or

(b)

the ability of any Obligor to perform its obligations under any Finance Document; or

(c)

the validity or enforceability of, or the effectiveness or ranking of any Security granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

"Maximum Tranche Amount" means, in respect of:

(a)

Tranche A, $6,500,000 ("Maximum Tranche A Amount"); and

(b)

Tranche B, $16,000,000 ("Maximum Tranche B Amount").

"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)

(subject to paragraph ‎(c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

"Mortgage" means, in relation to a Ship, the first priority or preferred (as applicable) ship mortgage on a Ship and, if applicable, the deed of covenant collateral thereto, in agreed form.

"New Lender" has the meaning given to it in Clause ‎27.1 (Assignments and transfers by the Lenders).

"Non-Call Period" means the period commencing on the Utilisation Date and ending on the date falling 18 months after the Utilisation Date (inclusive).

"Notes" means, as at the date of calculation, the aggregate outstanding amount of certain notes issued or to be issued by the Guarantor to its shareholders and held or to be held by those shareholders in exchange for loan made by those shareholders to the Guarantor which have been or are to be, on-lent to the Borrowers and other members of the Group to assist them with their working capital requirements.

"Obligor" means the Borrower or the Guarantor.

"OFAC" means the Office of Foreign Assets Control of the US Department of Treasury.

"Original Financial Statements" means the Guarantor’s audited consolidated financial statements for its financial year which ended 31 December 2019.

"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

"Overseas Regulations" means the Overseas Companies Regulations 2009 (SI 2009/1801).

"Parallel Debt" means any amount which an Obligor owes to the Security Agent under Clause ‎30.2 (Parallel Debt (Covenant to pay the Security Agent)) or under that clause as incorporated by reference or in full in any other Finance Document.

"Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

"Payment Date" has the meaning given to it in Clause ‎10.3 (Deferred Fee).

"Perfection Requirements" means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document.

"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).

"Permitted Charter" means, in relation to a Ship, a Charter:

(a)

which is a time, voyage or consecutive voyage charter;

(b)

the duration of which does not exceed 13 months (including any optional extensions and any redelivery allowance);

(c)

which is entered into on bona fide arm's length terms at the time at which that Ship is fixed; and

(d)

in relation to which not more than two months' hire is payable in advance,

and any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

"Permitted Financial Indebtedness" means:

(a)

any Financial Indebtedness incurred under the Finance Documents;

(b)

until the Utilisation Date, the Existing Indebtedness;

(c)

any Financial Indebtedness incurred under a Borrower Collateral Guarantee or any Second Priority Security Document; and

(d)

any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents in a manner satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).

"Permitted Security" means:

(a)

Security created by the Finance Documents;

(b)

until the Utilisation Date, the Existing Security;

(c)

Security created in favour of the Collateral Security Agent pursuant to the Second Priority Security Documents;

(d)

any netting or set-off arrangement entered into by any Transaction Obligor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(e)

liens for unpaid master's and crew's wages in accordance with first class ship ownership and management practice;

(f)

liens for salvage;

(g)

liens for master's disbursements incurred in the ordinary course of trading;

(h)

any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship and not as a result of any default or omission by the relevant Borrower, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause ‎23.15 (Restrictions on chartering, appointment of managers etc.);

(i)

Security 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; and

(j)

any Security 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.

"Plan" means any "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Title IV of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed to by any Obligor or any of their respective ERISA Affiliates.

"Potential Event of Default" means any event or circumstance specified in Clause ‎26 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

"Prepayment Date" has the meaning given to it in Clause ‎10.4 (Make-whole prepayment fee).

"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.

"Protected Party" has the meaning given to it in Clause ‎11.1 (Definitions).

"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

"Relevant Amount" has the meaning given to it in Clause ‎7.4 (Mandatory prepayment on sale or Total Loss).

"Relevant Date" has the meaning given to it in Clause ‎7.4 (Mandatory prepayment on sale or Total Loss).

"Relevant Jurisdiction" means, in relation to a Transaction Obligor:

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

"Relevant Percentage" has the meaning given to it in Clause ‎24.1 (Minimum required security cover).

"Repayment Date" means each date on which a Repayment Instalment is required to be paid under Clause ‎6.1 (Repayment of Loan).

"Repayment Instalment" has the meaning given to it in Clause ‎6.1 (Repayment of Loan).

"Repayment Schedule" means the loan amortisation schedule in respect of the Loan set out in ‎Schedule 6 (Repayment Schedule).

"Repeating Representation" means each of the representations set out in Clause ‎18 (Representations) except Clause ‎18.10 (Insolvency), Clause ‎18.11 (No filing or stamp taxes), Clause ‎18.12 (Deduction of Tax), Clause ‎18.13 (No default), Clause ‎18.16 (Pari passu ranking), Clause ‎18.17 (No proceedings pending or threatened) and Clause ‎18.20 (No Charter) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated.

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Requisition" means, in relation to a Ship or, as the case may be the Collateral Ship:

(a)

any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of that Ship, or, as the case may be the Collateral Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b)

any capture or seizure of that Ship or, as the case may be the Collateral Ship, (including any hijacking or theft) by any person whatsoever.

"Requisition Compensation" includes all compensation or other moneys payable to a Borrower or the Collateral Owner by reason of any Requisition or any arrest or detention of a Ship or, as the case may be the Collateral Ship, in the exercise or purported exercise of any lien or claim.

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

"Safety Management Certificate" has the meaning given to it in the ISM Code.

"Safety Management System" has the meaning given to it in the ISM Code.

"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 European Union, the member states 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 any Transaction Obligor; or

(b)

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

"Seanergy Management" means Seanergy Management Corp., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered address is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands.

"Second Account Security" means, in relation to each Earnings Account, a document creating second priority Security in favour of the Collateral Security Agent.

"Second Charter Assignment" means the assignment creating second priority Security over any Charter which exceeds 13 months (including any optional extensions and any redelivery allowance) and any Charter Guarantee in favour of the Collateral Security Agent.

"Second General Assignment" means, in relation to a Ship, the second priority general assignment creating Security over that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship, to be entered into by the relevant Borrower and the Collateral Security Agent in relation to the obligations of that Borrower under the Borrower Collateral Guarantee to which it is a party.

"Second Manager's Undertaking" means, in relation to an Approved Manager, a second priority letter of undertaking from that Approved Manager subordinating the rights of that Approved Manager against a Ship and the relevant Borrower to the rights of the Collateral Finance Parties.

"Second Mortgage" means, in relation to a Ship, the second priority or preferred (as applicable) ship mortgage on that Ship and, if applicable, the deed of covenant collateral thereto to be executed by the relevant Borrower in favour of the Collateral Security Agent in relation to the obligations of that Borrower under the Borrower Collateral Guarantee to which it is a party.

"Second Priority Security Documents" means the Second Account Security, any Second Charter Assignment, each Second General Assignment, each Second Manager's Undertaking, each Second Mortgage and each Second Shares Security.

"Second Shares Security" means, in relation to a Borrower, a document to be executed by the Guarantor creating second priority Security over the shares in that Borrower in favour of the Collateral Security Agent.

"Secured Liabilities" means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under or in connection with each Finance Document.

"Secured Party" means each Finance Party from time to time party to this Agreement, a Receiver or any Delegate.

"Security" means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

"Security Assets" means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

"Security Document" means:

(a)

any Shares Security;

(b)

any Mortgage;

(c)

any General Assignment;

(d)

any Charter Assignment;

(e)

the Account Security;

(f)

any Manager's Undertaking;

(g)

any Subordinated Debt Security;

(h)

any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or

(i)

any other document designated as such by the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrowers.

"Security Period" means the period starting on the date of this Agreement and ending on the date on which the Facility Agent (acting on the instructions of the Majority Lenders) is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

"Security Property" means:

(a)

the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of that Transaction Security;

(b)

all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation to the Secured Liabilities to the Security Agent as trustee for the Secured Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by a Transaction Obligor or any other person in favour of the Security Agent as trustee for the Secured Parties;

(c)

the Security Agent's interest in any turnover trust created under the Finance Documents;

(d)

any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties,

except:

(i)

rights intended for the sole benefit of the Security Agent; and

(ii)

any moneys or other assets which the Security Agent has transferred to the Facility Agent (acting on the instructions of the Majority Lenders) or (being entitled to do so) has retained in accordance with the provisions of this Agreement.

"Servicing Party" means the Facility Agent or the Security Agent.

"Shares Security" means, in relation to a Borrower, a document to be executed by the Guarantor creating Security over the shares in that Borrower in agreed form.

"Ship" means Ship A or Ship B.

"Ship A" means the 2004-built Capesize bulk carrier type of vessel with the name "GLORIUSHIP" details of which are set out opposite its name in ‎Schedule 7 (Details of the Ships).

"Ship B" means the 2010-built Capesize bulk carrier type of vessel with the name "GENIUSHIP" details of which are set out opposite its name in ‎Schedule 7 (Details of the Ships).

"Specified Time" means a day or time determined in accordance with ‎Schedule 8 (Timetables).

"Subordinated Creditor" means:

(a)

a Transaction Obligor; or

(b)

any other person who becomes a Subordinated Creditor in accordance with this Agreement.

"Subordinated Debt Security" means a document creating Security (including, without limitation, by way of an assignment) in relation to any Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Security Agent in an agreed form.

"Subordinated Finance Document" means:

(a)

a Subordinated Loan Agreement; and

(b)

any other document relating to or evidencing a Subordinated Creditor.

"Subordinated Liabilities" means all indebtedness owed or expressed to be owed by any Borrower to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

"Subordinated Loan Agreement" means any loan agreement made or to be made between (i) any Borrower and (ii) a Subordinated Creditor.

"Subordination Agreement" means a subordination agreement entered into or to be entered into by (i) a Subordinated Creditor, (ii) a Borrower and (iii) the Security Agent in agreed form.

"Subsidiary" means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Tax Credit" has the meaning given to it in Clause ‎11.1 (Definitions).

"Tax Deduction" has the meaning given to it in Clause ‎11.1 (Definitions).

"Tax Payment" has the meaning given to it in Clause ‎11.1 (Definitions).

"Technical Management Agreement" means, in relation to a Ship or, as the case may be the Collateral Ship the agreement entered into between a Borrower or Collateral Guarantor which is the owner of that Ship or, as the case may be the Collateral Ship, and the Approved Technical Manager regarding the technical management of that Ship or, as the case may be the Collateral Ship.

"Termination Date" means the date falling on the fifth anniversary of the Utilisation Date.

"Third Parties Act" has the meaning given to it in Clause ‎1.5 (Third party rights).

"Total Commitments" means the aggregate of the Commitments, being $22,500,000 at the date of this Agreement.

"Total Loss" means, in relation to a Ship or, as the case may be, Collateral Ship:

(a)

actual, constructive, compromised, agreed or arranged total loss of that Ship or, as the case may be, Collateral Ship; or

(b)

any Requisition of that Ship or, as the case may be, Collateral Ship unless that Ship or, as the case may be, Collateral Ship is returned to the full control of the relevant Borrower within 90 days of such Requisition (or such later period agreed by the Facility Agent acting on the instructions of the Majority Lenders).

"Total Loss Date" means, in relation to the Total Loss of 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 earlier 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 relevant Borrower 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, the date (or the most likely date) on which it appears to the Majority Lenders that the event constituting the total loss occurred.

"Tranche" means Tranche A or Tranche B.

"Tranche A" means that part of the Loan made or to be made available to the Borrowers to refinance the Existing Indebtedness in respect of Ship A in the principal amount specified in paragraph ‎(b) of Clause ‎5.3 (Currency and amount) or, as the case may be, the principle amount outstanding from time to time under that Tranche.

"Tranche B" means that part of the Loan made or to be made available to the Borrowers to refinance the Existing Indebtedness in respect of Ship B in the principal amount specified in paragraph ‎(c) of Clause ‎5.3 (Currency and amount) or, as the case may be, the principle amount outstanding from time to time under that Tranche.

"Transaction Document" means:

(a)

a Finance Document;

(b)

a Subordinated Finance Document;

(c)

any Charter; or

(d)

any other document designated as such by the Facility Agent and the Borrowers.

"Transaction Obligor" means an Obligor, the Collateral Guarantor, the Collateral Shareholder any Approved Manager (other than Fidelity Marine (for so long it is not a member of the Group) and V.Ships) or any other person (except a Finance Party) who executes a Transaction Document.

"Transaction Security" means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

"Transfer Certificate" means a certificate in the form set out in ‎Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the parties to such certificate.

"Transfer Date" means, in relation to an assignment or a transfer, the later of:

(a)

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)

the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

"UK Bail-In Legislation" means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements Article 55 BRRD) Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

"UK Establishment" means a UK establishment as defined in the Overseas Regulations.

"Unpaid Sum" means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

"US" means the United States of America.

"US Tax Obligor" means:

(a)

a person which is resident for tax purposes in the US; or

(b)

a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

"Utilisation" means the utilisation of the Facility.

"Utilisation Date" means the date of the Utilisation, being the date on which the Loan is to be advanced.

"Utilisation Request" means a notice substantially in the form set out in ‎Schedule 3 (Requests).

"VAT" means:

(a)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b)

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph ‎(a) above, or imposed elsewhere.

"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.

"Write-down and Conversion Powers" means:

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation; and

(c)

in relation to any UK Bail-In Legislation:

(i)

any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that UK Bail-In Legislation.

1.2

Construction

(a)

Unless a contrary indication appears, a reference in this Agreement to:

(i)

the "Account Bank", any "Borrower", the "Facility Agent", any "Finance Party", any "Lender", any "Obligor", any "Party", any "Secured Party", the "Security Agent", any "Transaction Obligor" or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)

"assets" includes present and future properties, revenues and rights of every description;

(iii)

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

(iv)

"document" includes a deed and also a letter, fax, email or telex;

(v)

"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;

(vi)

a "Finance Document", a "Security Document" or "Transaction Document" or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(vii)

a "group of Lenders" includes all the Lenders;

(viii)

"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(ix)

"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 States of America, the United Nations or its Security Council;

(x)

"proceedings" means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;

(xi)

a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(xii)

a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xiii)

a provision of law is a reference to that provision as amended or re-enacted;

(xiv)

a time of day is a reference to New York time unless specified to the contrary;

(xv)

any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;

(xvi)

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

(xvii)

"including" and "in particular" (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.

(b)

The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)

Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.

(d)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under, or in connection with, any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e)

A Potential Event of Default is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.

1.3

Construction of insurance terms

In this Agreement:

"approved" means, for the purposes of Clause ‎22 (Insurance Undertakings), approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders).

"excess risks" means the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of a Ship or, as the case may be the Collateral Ship, in consequence of its insured value being less than the value at which a Ship or, as the case may be the Collateral Ship, is assessed for the purpose of such claims.

"obligatory insurances" means, in relation to a Ship or, as the case may be, the Collateral Ship all insurances effected, or which a Borrower or, as the case may be, the Collateral Owner, is obliged to effect under Clause ‎22 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document.

"policy" 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 managed in London, 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 by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

"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).

1.4

Agreed forms of Finance Documents

References in Clause ‎1.1 (Definitions) to any Finance Document being in "agreed form" are to that Finance Document:

(a)

in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrowers and the Facility Agent); or

(b)

in any other form agreed in writing between the Borrowers and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause ‎42.2 (All Lender matters) applies, all the Lenders.

1.5

Third party rights

(a)

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this Agreement.

(b)

Subject to Clause ‎42.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(c)

Any Receiver, Delegate, Affiliate or for the purpose of Clause ‎13.2 (Other indemnities), Clause ‎13.3 (Indemnity to the Facility Agent) and Clause ‎13.4 (Indemnity to the Security Agent), any Indemnified Person, or any other person described in paragraph ‎(b) of Clause ‎29.10 (Exclusion of liability), or paragraph ‎(b) of Clause ‎30.11 (Exclusion of liability) may, subject to this Clause ‎1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

1.6

Facility Agent and Security Agent

(a)

Where there is any reference in this Agreement or any other Finance Document to the Facility Agent or the Security Agent acting reasonably or properly, or doing an act or coming to a determination, opinion or belief that is reasonable or proper, or any similar or analogous reference, the Facility Agent or, as applicable, the Security Agent shall, where they have sought such instructions from the Majority Lenders, be deemed to be acting reasonably and properly or doing an act or coming to a determination, opinion or belief that is reasonable if, as applicable, the Facility Agent or Security Agent acts on the instructions of the Majority Lenders. Where there is in this Agreement or any other Finance Document a provision to the effect that the Facility Agent or the Security Agent is not to unreasonably withhold or delay its consent or approval, it shall be deemed not to have so withheld or delayed its consent or approval if the withholding or delay is caused by instructions being sought from the Majority Lenders and it is not unreasonable for the Majority Lenders to withhold or delay giving their consent or approval.

(b)

Any corporation into which the Facility Agent or Security Agent may be merged or converted, or any corporation with which the Facility Agent or Security Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Facility Agent or Security Agent shall be a party, or any corporation, including affiliated corporations, to which the Facility Agent or Security Agent shall sell or otherwise transfer:

(i)

all or substantially all of its assets; or

(ii)

all or substantially all of its corporate trust business,

shall, on such date on which any such merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any applicable laws and subject to any credit rating requirements set out in this Agreement become the successor Facility Agent or Security Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties to this Agreement, unless otherwise required by the Lenders (acting reasonably), and after the said effective date all references in this Agreement to the Facility Agent or Security Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall promptly be given to the Borrower by the Facility Agent or Security Agent.

Section 2

The Facility

The Facility

2.1

The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrowers a senior dollar term loan facility in two Tranches, Tranche A and Tranche B, in an aggregate amount not exceeding the Total Commitments.

2.2

Finance Parties' rights and obligations

(a)

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Transaction Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph ‎(c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by a Transaction Obligor which relates to a Finance Party's participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Transaction Obligor.

(c)

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

Purpose

3.1

Purpose

Each Borrower shall apply all amounts borrowed by it under the Facility only for the purpose stated in the preamble (Background) to this Agreement.

3.2

Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

3.3

Proceeds of Loan

No part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as may be amended from time to time.

Conditions of Utilisation

4.1

Initial conditions precedent

The Borrowers may not deliver the Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in ‎Part A of ‎Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).

4.2

Further conditions precedent

The Lenders will only be obliged to comply with Clause ‎5.4 (Lenders' participation) if:

(a)

on the date of the Utilisation Request and on the proposed Utilisation Date and before the Loan is advanced:

(i)

no Default is continuing or would result from the proposed Loan; and

(ii)

the Repeating Representations to be made by each Transaction Obligor are true;

(b)

the Facility Agent has received on or before the Utilisation Date, or the Majority Lenders are satisfied they will receive when the Loan is made available, all of the documents and other evidence listed in Part B of ‎Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).

4.3

Notification of satisfaction of conditions precedent

(a)

The Facility Agent shall send to the Lenders all of the conditions precedent referred to in Clause ‎4.1 (Initial conditions precedent) and Clause ‎4.2 (Further conditions precedent) which it has received.

(b)

Each Lender shall promptly confirm to the Facility Agent in writing that it is satisfied as to the satisfaction of the conditions precedent referred to in Clause ‎4.1 (Initial conditions precedent) and Clause ‎4.2 (Further conditions precedent).

(c)

The Facility Agent shall notify the Borrowers and the Lenders promptly upon receipt of those confirmations referred to in paragraph (b) above from all of the Lenders.

(d)

Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph ‎(c) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.4

Waiver of conditions precedent

If the Majority Lenders, at their discretion, permit the Loan to be borrowed before any of the conditions precedent referred to in Clause ‎4.1 (Initial conditions precedent) or Clause ‎4.2 (Further conditions precedent) has been satisfied, the Borrowers shall ensure that that condition is satisfied within ten Business Days after the Utilisation Date or such later date as the Facility Agent, acting with the authorisation of the Majority Lenders, may agree in writing with the Borrowers.

Section 3

Utilisation

Utilisation

5.1

Delivery of Utilisation Request

(a)

The Borrowers may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.

(b)

The Borrowers may not deliver more than one Utilisation Request.

5.2

Completion of Utilisation Request

(a)

The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)

the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)

the currency and amount of the Utilisation comply with Clause ‎5.3 (Currency and amount); and

(iii)

the proposed Interest Period complies with Clause ‎9 (Interest Periods).

(b)

Only one advance may be requested in the Utilisation Request.

5.3

Currency and amount

(a)

The currency specified in the Utilisation Request must be dollars.

(b)

The amount of Tranche A must not exceed the Maximum Tranche A Amount.

(c)

The amount of Tranche B must not exceed the Maximum Tranche B Amount.

(d)

The amount of the Loan must be an amount which is not more than the Available Facility.

5.4

Lenders' participation

(a)

If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.

(b)

The amount of each Lender's participation in the Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately before advancing the Loan.

(c)

Subject to receiving a Utilisation Request, the Facility Agent shall notify each Lender of the amount of the Loan and the amount of its participation in the Loan by the Specified Time.

5.5

Cancellation of Commitments

The Commitments in respect of any Tranche which are unutilised at the end of the Availability Period shall then be cancelled.

5.6

Retentions and payment to third parties

Each Borrower irrevocably authorises the Facility Agent:

(a)

to deduct from the proceeds of the Loan any fees then payable to the Finance Parties in accordance with Clause ‎10 (Fees), any solicitors fees and disbursements together with any applicable VAT and any other items listed as deductible items in the Utilisation Request and to apply them in payment of the items to which they relate; and

(b)

on the Utilisation Date, to pay to, or for the account of, the Borrowers, the balance (after any deduction made in accordance with paragraph ‎(a) above) of the amounts which the Facility Agent receives from the Lenders in respect of the Loan. That payment shall be made:

(i)

to the account of the Existing Facility Agent which the Borrowers specify in the Utilisation Request; and

(ii)

in like funds as the Facility Agent received from the Lenders in respect of the Loan.

5.7

Disbursement of Loan to third party

Payment by the Facility Agent under Clause ‎5.6 (Retentions and payment to third parties) to a person other than a Borrower shall constitute the advance of the Loan and each Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's participation in the Loan.

5.8

Prepositioning of funds

If, in respect of the Utilisation of the Loan, the Facility Agent (acting on the instructions of the Lenders), at the request of the Borrowers and on terms acceptable to all the Lenders and the Borrowers, prepositions funds with any bank:

(a)

the Lenders shall, prior to any such pre-positioning of funds, provide an instruction letter to the Facility Agent in form and substance acceptable to the Facility Agent; and

(b)

any such pre-positioning of funds shall constitute the advance of the Loan and the Borrowers shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's participation in the Loan; and

(c)

shall, without duplication, indemnify each Finance Party against any costs, loss or liability it may incur in connection with such arrangement.

Section 4

Repayment, Prepayment and Cancellation

Repayment

6.1

Repayment of Loan

(a)

The Borrowers shall repay each Tranche by:

(i)

20 consecutive quarterly instalments, each in the amount specified in the Repayment Schedule (the "Instalments" and each an "Instalment"); and

(ii)

a balloon instalment in an amount equal to any part of that Tranche remaining outstanding on the Termination Date (each a "Balloon Instalment" and together with the Instalments, the "Repayment Instalments" and each a "Repayment Instalment"),

provided that if the aggregate amount of each Tranche advanced is less than the applicable Maximum Tranche Amount, each Repayment Instalment of that Tranche shall be reduced pro rata by an amount equal to the undrawn amount.

(b)

The First Repayment Instalment in respect of each Tranche shall be repaid on the date falling 3 Months after the Utilisation Date and the last one, together with the Balloon Instalment relevant to that Tranche shall be paid on the Termination Date.

6.2

Termination Date

On the Termination Date, the Borrowers shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

6.3

Reborrowing

No Borrower may re-borrow any part of the Facility which is repaid.

Prepayment and Cancellation

7.1

Illegality

(a)

If it becomes unlawful in any applicable jurisdiction for a Lender, or an Affiliate of a Lender, for that Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan:

(i)

that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(ii)

upon the Facility Agent notifying the Borrowers, the Available Commitment of that Lender will be immediately cancelled; and

(iii)

the Borrowers shall prepay the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrowers or, if earlier, the date specified by that Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be cancelled in the amount of the participation prepaid.

(b)

Any partial prepayment or cancellation under this Clause ‎7.1 (Illegality) shall reduce the Repayment Instalments of each Tranche proportionally by the amount prepaid or cancelled in pro rata.

7.2

Automatic cancellation

The unutilised Commitment (if any) of each Lender shall be automatically cancelled at close of business on the date on which the Loan is made available.

7.3

Voluntary prepayment of Loan

(a)

Subject to paragraphs ‎(b) and ‎(c) below, the Borrowers may, if they give the Facility Agent not less than 10 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of US$500,000 or a multiple of that amount).

(b)

The Borrowers may not prepay the Loan (in whole or in part) pursuant to this Clause ‎7.3 (Voluntary prepayment of Loan) before the end of the Non-Call Period Provided however that the Borrowers may prepay a Tranche in whole during the Make-Whole Period subject to the Borrowers paying to the Lenders the Make-Whole Prepayment Fee payable pursuant to Clause 10.4 (Make-whole Prepayment Fee) and any other prepayment fees payable pursuant to the terms of this Agreement.

(c)

Any partial prepayment made under this Clause ‎7.3 (Voluntary prepayment of Loan) shall reduce the Repayment Instalments of each Tranche proportionally by the amount prepaid in pro rata.

7.4

Mandatory prepayment on sale or Total Loss

(a)

If a Ship is sold or becomes a Total Loss, the Borrowers shall on the Relevant Date prepay the Relevant Amount.

(b)

Provided that no Default has occurred and is continuing, any remaining proceeds of the sale or Total Loss of a Ship, after the prepayment referred to in paragraph (a) above has been made together with all other amounts that are payable on any such prepayment pursuant to the Finance Documents shall be paid to the Borrower that owned the relevant Ship.

(c)

In this Clause ‎7.4 (Mandatory prepayment on sale or Total Loss):

"Relevant Amount" means, in relation to the Ship that has been sold or has become Total Loss, the aggregate of:

(i)

the Tranche in relation that Ship; and

(ii)

an amount (if any) which after the application of the prepayment to be made pursuant to this Clause 7.4 (Mandatory prepayment on sale or Total Loss) above results in the security cover ratio required to be maintained by the Borrowers pursuant to Clause 24.1 (Security Cover).

"Relevant Date" means:

(i)

in the case of a sale of a Ship on the date on which the sale is completed by delivery of that Ship to its buyer; or

(ii)

in the case of a Total Loss of a Ship on the earlier of:

(A)

the date falling 180 days after the Total Loss Date; and

(B)

the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss.

(d)

The amount of any partial prepayment of the Loan under this Clause 7.4 (Mandatory prepayment on sale or Total Loss) shall be applied first towards full prepayment of the Tranche relating to the Ship being sold or which has become Total Loss and thereafter shall reduce the Repayment Instalments of the remaining Tranche outstanding by the amount prepaid pro rata.

7.5

Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause ‎7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment and, if relevant, the part of the Loan to be prepaid or cancelled.

(b)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid, any applicable fees payable pursuant to Clause ‎10 (Fees) and without premium or penalty.

(c)

No Borrower may re-borrow any part of the Facility which is prepaid.

(d)

No Borrower shall repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e)

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f)

If the Facility Agent receives a notice under this Clause ‎7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrowers or the affected Lenders, as appropriate.

(g)

If all or part of any Lender's participation in the Loan is repaid or prepaid, an amount of that Lender's Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

7.6

Application of prepayments

Any prepayment of any part of the Loan under this Clause (other than a prepayment pursuant to Clause ‎7.1 (Illegality)) shall be applied pro rata to each Lender's participation in that part of the Loan.

Section 5

Costs of Utilisation

Interest

8.1

Calculation of interest

The rate of interest on the Loan or any part of the Loan for each Interest Period is the Interest Rate for that Interest Period.

8.2

Payment of interest

The Borrowers shall pay accrued interest on the Loan for each Interest Period on the last day of that Interest Period (each an "Interest Payment Date") in the amount specified in the Repayment Schedule.

8.3

Default interest

(a)

If a Transaction Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which is 2 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each having a duration as follows:

(i)

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or the relevant part of the Loan; and

(ii)

the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2 per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

Any interest accruing under this Clause ‎8.3 (Default interest) shall be immediately payable by the Obligor on demand by the Facility Agent (acting on the instructions of the Majority Lenders).

(b)

Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

8.4

Notification of rates of interest

The Facility Agent shall promptly notify the Lenders and the Borrowers of the determination of a rate of interest under this Agreement.

Interest Periods

9.1

Duration of Interest Periods

(a)

The first Interest Period shall commence on the Utilisation Date and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

(b)

Each Interest Period shall be three Months.

9.2

Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Fees

10.1

Upfront fee

The Borrowers shall pay to the Facility Agent a non-refundable upfront fee (for the account of the Lenders pro-rata to their Commitments) on the Utilisation Date in an amount equal to 2 per cent. of the amount of the Loan.

10.2

Agency fee

The Borrowers shall pay to the Facility Agent and the Security Agent (for their own account) non-refundable annual agency fees at the times and in the amount specified in a Fee Letter.

10.3

Deferred Fee

The Borrowers shall pay to the Facility Agent a non-refundable deferred fee (for the account of the Lenders pro-rata to their Commitments) on the Payment Date in relation to each Tranche in an amount equal to 2 per cent. of the utilised amount in respect of that Tranche.

In this Clause ‎10.3 (Deferred Fee):

"Payment Date" means, in relation to a Tranche, the date falling on the earlier of:

(a)

the Relevant Date in respect of the Ship to which that Tranche relates;

(b)

the date on which that Tranche is repaid in full;

(c)

the date on which the Facility Agent takes any action as a result of the occurrence of an Event of Default which is continuing and a notice is served under Clause ‎26.20 (Acceleration) of the Facility Agreement;

(d)

the Termination Date; and

(e)

the last day of the Security Period.

10.4

Make-whole prepayment fee

If the Borrowers prepay a Tranche in whole during the Make-Whole Period (other than as a result of any prepayment made to rectify a shortfall pursuant Clause ‎24 (Security Cover) or any mandatory prepayment pursuant to Clause ‎7.4 (Mandatory Prepayment on sale or Total Loss) triggered as a result of the sale of a Ship), the Borrowers shall additionally pay to the Facility Agent (for the account of the Lenders pro-rata to their Commitments) a non-refundable make-whole prepayment fee on the date of such prepayment (the "Prepayment Date") calculated on the basis of the following formula:

where:

means the make-whole prepayment fee payable under this Clause ‎10.4 (Make-whole prepayment fee).

means 50 per cent of the amount of the Tranche being prepaid, which is outstanding on the Prepayment Date (for the avoidance of doubt, immediately prior to any prepayment made).

means the number of days during the period commencing on the applicable Prepayment Date and ending on the last day of the Make-Whole Period.

means the Interest Rate applicable on the Prepayment Date.

Section 6

Additional Payment Obligations

Tax Gross Up and Indemnities

11.1

Definitions

(a)

In this Agreement:

"Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause ‎11.2 (Tax gross-up) or a payment under Clause ‎11.3 (Tax indemnity).

(b)

Unless a contrary indication appears, in this Clause ‎11 (Tax Gross Up and Indemnities) reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

11.2

Tax gross-up

(a)

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

Each Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrowers and that Obligor.

(c)

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

11.3

Tax indemnity

(a)

The Obligors shall (within five Business Days of demand by the Facility Agent acting on the instructions of a Protected Party or claiming on its own behalf) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)

Paragraph ‎(a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party:

(A)

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)

under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under Clause ‎11.2 (Tax gross-up); or

(B)

relates to a FATCA Deduction required to be made by a Party.

(c)

A Protected Party making, or intending to make, a claim under paragraph ‎(a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors.

(d)

A Protected Party shall, on receiving a payment from an Obligor under this Clause ‎11.3 (Tax indemnity), notify the Facility Agent.

11.4

Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and

(b)

that Finance Party has obtained and utilised that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

11.5

Stamp taxes

The Obligors shall pay and, within five Business Days of demand, indemnify each Secured Party against any cost, loss or liability which that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

11.6

VAT

(a)

All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph ‎(b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b)

If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph ‎(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii)

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c)

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d)

Any reference in this Clause ‎11.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

(e)

In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

11.7

FATCA Information

(a)

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

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party; and

(ii)

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii)

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b)

If a Party confirms to another Party pursuant to sub-paragraph ‎(i) of paragraph ‎(a) above 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, that Party shall notify that other Party reasonably promptly.

(c)

Paragraph ‎(a) above shall not oblige any Finance Party to do anything and sub-paragraph ‎(iii) of paragraph ‎(a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(d)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs ‎(i) or ‎(ii) of paragraph ‎(a) above (including, for the avoidance of doubt, where paragraph ‎(c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e)

If a Borrower is a US Tax Obligor, or the Facility Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:

(i)

where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii)

where a Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or

(iii)

where a Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,

supply to the Facility Agent:

(iv)

a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(v)

any withholding statement or other document, authorisation or waiver as the Facility Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f)

The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph ‎(e) above to the relevant Borrower.

(g)

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Agent by a Lender pursuant to paragraph ‎(e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Facility Agent unless it is unlawful for that Lender to do so (in which case that Lender shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

(h)

The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph ‎(e) or ‎(g) above without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with paragraphs ‎(e), ‎(f) or ‎(g) above.

11.8

FATCA Deduction

(a)

Each 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 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 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 each Obligor and the Facility Agent and the Facility Agent shall notify the other Finance Parties.

Increased Costs

12.1

Increased costs

(a)

Subject to Clause ‎12.3 (Exceptions), each Borrower shall, within five Business Days of a demand by the Facility Agent (acting on the instructions of a Lender or claiming on its own behalf), pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii)

compliance with any law or regulation made,

in each case after the date of this Agreement; or

(iii)

the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b)

In this Agreement:

(i)

"Basel III" means:

(A)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(B)

the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(C)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

(ii)

"CRD IV" means:

(A)

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, as amended by Regulation (EU) 2019/876;

(B)

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended by Regulation (EU) 2019/876; and

(C)

any other law or regulation which implements Basel III.

(iii)

"Increased Costs" means:

(A)

a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;

(B)

an additional or increased cost; or

(C)

a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

Notwithstanding anything above to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder, are deemed to have been introduced or adopted after the date of this Agreement, regardless of the date enacted or adopted.

12.2

Increased cost claims

(a)

A Finance Party intending to make a claim pursuant to Clause ‎12.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrowers.

(b)

Each Finance Party shall provide a certificate confirming the amount of its Increased Costs.

12.3

Exceptions

Clause ‎12.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a)

attributable to a Tax Deduction required by law to be made by an Obligor;

(b)

attributable to a FATCA Deduction required to be made by a Party;

(c)

compensated for by Clause ‎11.3 (Tax indemnity) (or would have been compensated for under Clause ‎11.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph ‎(b) of Clause ‎11.3 (Tax indemnity) applied); or

(d)

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

Other Indemnities

13.1

Currency indemnity

(a)

If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(i)

making or filing a claim or proof against that Obligor; or

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall, as an independent obligation, on demand, indemnify each Secured Party to which that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)

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

13.2

Other indemnities

(a)

Each Obligor shall, within 5 Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by it as a result of:

(i)

the occurrence of any Event of Default;

(ii)

a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause ‎32 (Sharing among the Finance Parties);

(iii)

funding, or making arrangements to fund, its participation in the Loan requested by the Borrowers in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Secured Party alone); or

(iv)

the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower.

(b)

Each Obligor shall, on demand, indemnify each Finance Party, each Indemnified Person, against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, a Ship or, as the case may be the Collateral Ship, unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

(c)

Without limiting, but subject to any limitations set out in paragraph ‎(b) above, the indemnity in paragraph ‎(b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

(i)

arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or

(ii)

in connection with any Environmental Claim.

(d)

Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause ‎13.2 (Other indemnities) subject to Clause ‎1.5 (Third party rights) and the provisions of the Third Parties Act.

13.3

Indemnity to the Facility Agent

Each Obligor shall, within 5 Business Days of demand, indemnify each Indemnified Person against:

(a)

any cost, loss or liability incurred by the Facility Agent as a result of:

(i)

investigating (acting on the instructions of the Majority Lenders) any event which the Majority Lenders reasonably believe is a Default; or

(ii)

acting or relying on any notice, request or instruction which the Majority Lenders reasonably believe to be genuine, correct and appropriately authorised; or

(iii)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents or as may be required by the Majority Lenders; and

(b)

any cost, loss or liability incurred by any Indemnified Person (otherwise than by reason of that Indemnified Person's gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause ‎33.11 (Disruption to Payment Systems etc.) notwithstanding that Indemnified Person's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents.

13.4

Indemnity to the Security Agent

(a)

Each Obligor shall, within 5 Business Days of demand, indemnify each Indemnified Person against any cost, loss or liability incurred by any of them:

(i)

in relation to or as a result of:

(A)

any failure by a Borrower to comply with its obligations under Clause ‎15 (Costs and Expenses);

(B)

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(C)

the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;

(D)

the exercise of any of the rights, powers, discretions, authorities and remedies vested in that Indemnified Person by the Finance Documents or by law;

(E)

any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

(F)

any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and

(G)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,

(ii)

acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Indemnified Person's gross negligence or wilful misconduct).

(b)

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause ‎13.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

Mitigation by the Finance Parties

14.1

Mitigation

(a)

Each Finance Party shall, in consultation with the Borrowers, take all reasonable but commercially prudent steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause ‎7.1 (Illegality), Clause ‎11 (Tax Gross Up and Indemnities) or Clause ‎12 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)

Paragraph ‎(a) above does not in any way limit the obligations of any Transaction Obligor under the Finance Documents.

14.2

Limitation of liability

(a)

Each Obligor shall, within 5 Business Days of demand, indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause ‎14.1 (Mitigation).

(b)

A Finance Party is not obliged to take any steps under Clause ‎14.1 (Mitigation) if either:

(i)

a Default has occurred and is continuing; or

(ii)

in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

Costs and Expenses

15.1

Transaction expenses

The Obligors shall, within 5 Business Days of demand, pay the Facility Agent and the Security Agent the amount of all documented costs and expenses (including legal fees) reasonably incurred by any Secured Party in connection with the negotiation, preparation, printing, execution, administration syndication and perfection of:

(a)

this Agreement and any other documents referred to in this Agreement or in a Security Document; and

(b)

any other Finance Documents executed after the date of this Agreement.

15.2

Amendment costs

If:

(a)

a Transaction Obligor requests an amendment, waiver or consent; or

(b)

an amendment is required pursuant to Clause ‎33.9 (Change of currency); or

(c)

a Transaction Obligor requests, and the Security Agent agrees to (acting on the instructions of the Majority Lenders), the release of all or any part of the Security Assets from the Transaction Security,

the Obligors shall, within 5 Business Days of demand, reimburse each of the Facility Agent and the Security Agent for the amount of all documented costs and expenses (including legal fees) reasonably incurred by each Secured Party in responding to, evaluating, negotiating or complying with that request or requirement.

15.3

Enforcement and preservation costs

The Obligors shall, on demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

Section 7

Guarantee and Joint and Several Liability of the Borrowers

Guarantee and Indemnity

16.1

Guarantee and indemnity

The Guarantor irrevocably and unconditionally:

(a)

guarantees to each Finance Party punctual performance by each Transaction Obligor other than the Guarantor of all such other Transaction Obligor's obligations under the Finance Documents;

(b)

undertakes with each Finance Party that whenever a Transaction Obligor other than the Guarantor does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and

(c)

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Transaction Obligor other than the Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause ‎16 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

16.2

Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Transaction Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

16.3

Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause ‎16 (Guarantee and Indemnity) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

16.4

Waiver of defences

The obligations of the Guarantor under this Clause ‎16 (Guarantee and Indemnity) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause ‎16.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause ‎16 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:

(a)

any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;

(b)

the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of Transaction Obligor;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;

(e)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)

any insolvency or similar proceedings.

16.5

Immediate recourse

The Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause ‎16 (Guarantee and Indemnity). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

16.6

Appropriations

Until all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may:

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

(b)

hold any moneys received from the Guarantor or on account of the Guarantor's liability under this Clause ‎16 (Guarantee and Indemnity) in a suspense account bearing interest at a rate equal to the rate on which interest is accruing on the relevant Unpaid Sum under this Agreement.

16.7

Deferral of Guarantor's rights

All rights which the Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against the Borrowers, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs (acting on the instructions of the Majority Lenders), the Guarantor will not exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause ‎16 (Guarantee and Indemnity):

(a)

to be indemnified by a Transaction Obligor;

(b)

to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor's obligations under the Finance Documents;

(c)

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Secured Party;

(d)

to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause ‎16.1 (Guarantee and indemnity);

(e)

to exercise any right of set-off against any Transaction Obligor; and/or

(f)

to claim or prove as a creditor of any Transaction Obligor in competition with any Secured Party.

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct (acting on the instructions of the Majority Lenders) for application in accordance with Clause ‎33 (Payment Mechanics).

16.8

Additional security

This guarantee and any other Security given by the Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

16.9

Applicability of provisions of Guarantee to other Security

Clauses ‎16.2 (Continuing guarantee), ‎16.3 (Reinstatement), ‎16.4 (Waiver of defences), ‎16.5 (Immediate recourse), ‎16.6 (Appropriations), ‎16.7 (Deferral of Guarantor's rights) and ‎16.8 (Additional security) shall apply, with any necessary modifications, to any Security which the Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

Joint and Several Liability of the Borrowers

17.1

Joint and several liability

All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several.

17.2

Waiver of defences

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 any other Borrower;

(b)

any Lender or the Security Agent entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower;

(c)

any Lender or the Security Agent releasing any other Borrower or any Security created by a Finance Document;

(d)

any time, waiver or consent granted to, or composition with any other Borrower or other person;

(e)

the release of any other Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(f)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(g)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Borrower or any other person;

(h)

any amendment, novation, supplement, extension, restatement (however fundamental, and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(i)

any unenforceability, illegality or invalidity of any obligation or any person under any Finance Document or any other document or security; or

(j)

any insolvency or similar proceedings.

17.3

Principal Debtor

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 no Borrower shall, in any circumstances, be construed to be a surety for the obligations of any other Borrower under this Agreement.

17.4

Borrower restrictions

(a)

Subject to paragraph ‎(b) below, during the Security Period no Borrower shall:

(i)

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

(ii)

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

(iii)

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

(iv)

prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving any other Borrower; or

(v)

exercise or assert any combination of the foregoing.

(b)

If during the Security Period, the Facility Agent, by notice to a Borrower, requires it to take any action referred to in paragraph ‎(a) above in relation to any other Borrower, that Borrower shall take that action as soon as practicable after receiving the Facility Agent's notice.

17.5

Deferral of Borrowers' rights

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Borrower will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(a)

to be indemnified by any other Borrower; or

(b)

to claim any contribution from any other Borrower in relation to any payment made by it under the Finance Documents.

Section 8

Representations, Undertakings and Events of Default

Representations

18.1

General

Each Obligor makes the representations and warranties set out in this Clause ‎18 (Representations) to each Finance Party on the date of this Agreement.

18.2

Status

(a)

It is a corporation, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.

(b)

It and each Transaction Obligor has the power to own its assets and carry on its business as it is being conducted.

18.3

Share capital and ownership

(a)

Each Borrower is authorised to issue 500 registered shares with no par value, all of which shares have been issued and the direct legal title and beneficial ownership of all those shares is held, free of any Security or other claim, by the Guarantor.

(b)

The Guarantor is authorised to issue 525,000,000 shares consisting of 500,000,000 registered shares of common stock with a par value of US$0.0001 each and 25,000,000 registered shares of preferred stock with a par value of US$0.0001 each, out of which 30,018,577 registered shares of common stock and no registered shares of preferred stock have been issued fully paid and 22,522,281 warrants are outstanding to purchase an aggregate of 860.213 registered shares of common stock.

(c)

The legal title to and beneficial interest in the shares in each Borrower is held free of any Security or any other claim by the Guarantor.

(d)

None of the shares in a Borrower is subject to any option to purchase, pre-emption rights or similar rights.

18.4

Binding obligations

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

18.5

Validity, effectiveness and ranking of Security

(a)

Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create, subject to the Perfection Requirements, the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.

(b)

No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.

(c)

Subject to the Perfection Requirements, the Transaction Security granted by it to the Security Agent or any other Secured Party has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have and is not subject to any prior ranking or pari passu ranking security.

(d)

No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.

18.6

Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

(a)

any law or regulation applicable to it;

(b)

the constitutional documents of any Transaction Obligor; or

(c)

any agreement or instrument binding upon it or constitute a default or termination event (however described) under any such agreement or instrument.

18.7

Power and authority

(a)

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:

(i)

its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and

(ii)

in the case of a Borrower, its continuing registration of its Ship under the Approved Flag.

(b)

No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

18.8

Validity and admissibility in evidence

All Authorisations required or desirable:

(a)

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

(b)

to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect.

18.9

Governing law and enforcement

(a)

The choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.

(b)

Any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.

18.10

Insolvency

No:

(a)

corporate action, legal proceeding or other procedure or step described in paragraph ‎(a) of Clause ‎26.8 (Insolvency proceedings); or

(b)

creditors' process described in Clause ‎26.9 (Creditors' process),

has been taken or, to its knowledge, threatened in relation to any Transaction Obligor; and none of the circumstances described in Clause ‎26.7 (Insolvency) applies to any Transaction Obligor.

18.11

No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to the Mortgage which is referred to in any legal opinion delivered pursuant to Clause ‎4 (Conditions of Utilisation) and which will be made or paid promptly after the date of the relevant Finance Document.

18.12

Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

18.13

No default

(a)

No Event of Default and, on the date of this Agreement and on the Utilisation Date, no Default is continuing or might reasonably be expected to result from the making of the Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b)

No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it (or any other Transaction Obligor) or to which its (or any Transaction Obligor's) assets are subject which might have a Material Adverse Effect.

18.14

No misleading information

(a)

Any factual information provided by any Transaction Obligor for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)

The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c)

Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.

18.15

Financial Statements

(a)

In the case of the Guarantor, its Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b)

In the case of the Guarantor, its Original Financial Statements give a true and fair view of its financial condition as at the end of the relevant financial year and results of operations during the relevant financial year (consolidated).

(c)

In the case of each Borrower, its unaudited financial statements were prepared in accordance with GAAP consistently applied.

(d)

In the case of each Borrower, its unaudited financial statements give a true and fair view of its financial condition as at the end of the relevant financial year and results of operations during the relevant financial year.

(e)

There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Guarantor) since 31 December 2019.

(f)

Since the date of the most recent financial statements delivered pursuant to Clause ‎20.2 (Financial statements) there has been no material adverse change in its business, assets or financial condition (or the business or consolidated financial condition of the Group, in the case of the Guarantor).

18.16

Pari passu ranking

Its payment obligations under the Finance Documents to which it is a party 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.

18.17

No proceedings pending or threatened

(a)

No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any other Transaction Obligor.

(b)

No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it or any other Transaction Obligor.

18.18

Valuations

(a)

All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Facility Agent in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given.

(b)

It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.

(c)

There has been no change to the factual information provided pursuant to paragraph ‎(a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in either case, renders that information untrue or misleading in any material respect.

18.19

No breach of laws

(a)

It has not breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

(b)

No Transaction Obligor or any Affiliate thereof is in violation of and nor shall it violate any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at http://ustreas.gov/offices/enforcement/ofac or as otherwise published from time to time.

18.20

No Charter

Except as disclosed by the Borrowers to the Facility Agent in writing on or before the date of this Agreement, no Ship is subject to any Charter other than a Permitted Charter.

18.21

Compliance with Environmental Laws

All Environmental Laws relating to the ownership, operation and management of each Ship and the business of each Transaction Obligor (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

18.22

No Environmental Claim

No Environmental Claim has been made or threatened against any Transaction Obligor or any Ship.

18.23

No Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

18.24

ISM and ISPS Code compliance

All requirements of the ISM Code and the ISPS Code as they relate to each Borrower, the Approved Technical Manager and each Ship have been complied with.

18.25

Taxes paid

(a)

It is not materially overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax.

(b)

No claims or investigations are being, or are reasonably likely to be, made or conducted against it with respect to Taxes.

18.26

Financial Indebtedness

No Borrower has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

18.27

Overseas companies

No Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.

18.28

Good title to assets

It has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

18.29

Ownership

(a)

Each Borrower is the sole legal and beneficial owner of all rights and interests which any Charter creates in favour of that Borrower.

(b)

Borrower A is the sole legal and beneficial owner of Ship A, its Earnings and its Insurances.

(c)

Borrower B is the sole legal and beneficial owner of Ship B, its Earnings and its Insurances.

(d)

With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or intended to be created by such Transaction Obligor.

(e)

The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of a Borrower on creation or enforcement of the security conferred by the Security Documents.

18.30

Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the "Regulation"), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in Greece and it has no "establishment" (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

18.31

Place of business

No Obligor has a place of business in any country other than Greece and its executive office functions are carried out, in the case of each Obligor, at c/o 154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece.

18.32

No employee or pension arrangements

No Borrower has any employees or any liabilities under any pension scheme.

18.33

Sanctions

(a)

No Transaction Obligor:

(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

(iv)

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

(b)

No proceeds of 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.

18.34

US Tax Obligor

No Obligor is a US Tax Obligor.

18.35

Margin Regulations; Investment Company Act

(a)

No Borrower is engaged, nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States).

(b)

No Borrower is, nor is it required to be, registered as an "investment company" under the United States of America Investment Company Act of 1940.

18.36

Patriot Act

To the extent applicable each Borrower is in compliance with (i) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto and (ii) the PATRIOT Act. No part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

18.37

Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of the Utilisation Request and the first day of each Interest Period.

Financial Covenants

19.1

Borrowers' minimum liquidity

The Borrowers shall maintain in the Earnings Accounts aggregate credit balances (the "Minimum Liquidity Amount") of not less than:

(a)

on and from the Utilisation Date and until the date falling three months after the Utilisation Date, $250,000 in relation to each Ship (being $500,000 in aggregate); and

(b)

on and from the date falling three months after the Utilisation Date and at all times thereafter during the Security Period, $400,000 in respect of each Ship Provided that if that Ship enters into a Charter exceeding 12 months (including any optional extensions), the relevant Minimum Liquidity Amount shall be reduced to $250,000 for as long as that Ship remains subject to that Charter.

19.2

Guarantor's Cash

At all times during the Security Period the Guarantor shall maintain Cash (including the Minimum Liquidity Amount and any contractually committed but undrawn parts of the Notes) in an amount of at least equal to $500,000 per Fleet Vessel.

Information Undertakings

20.1

General

The undertakings in this Clause ‎20 (Information Undertakings) remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.

20.2

Financial statements

The Obligors shall supply to the Facility Agent in sufficient copies for all the Lenders:

(a)

as soon as they become available, but in any event within 120 days after the end of each financial year of the Guarantor the audited consolidated financial statements of the Guarantor for that financial year; and

(b)

as soon as the same become available, but in any event within 90 days after the end of each financial quarter of each Obligor, the unaudited financial statements of that Obligor for that financial quarter.

20.3

Requirements as to financial statements

(a)

Each set of financial statements delivered by an Obligor pursuant to Clause ‎20.2 (Financial statements) shall be certified by an officer of that company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up.

(b)

Each Obligor shall procure that each set of financial statements delivered pursuant to Clause ‎20.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Facility Agent:

(i)

a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which that Obligor's Original Financial Statements were prepared; and

(ii)

sufficient information, in form and substance as may be reasonably required by the Facility Agent acting on the instructions of the Majority Lenders, to make an accurate comparison between the financial position indicated in those financial statements and that Obligor's Original Financial Statements.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

20.4

DAC6

(a)

In this Clause ‎20.4 (DAC6), "DAC6" means the Council Directive of 25 May 2018 (2018/822/EU)

amending Directive 2011/16/EU.

(b)

The Borrowers shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

(i)

promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Transaction Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6; and

(ii)

promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or by any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available).

20.5

Information: miscellaneous

Each Obligor shall supply to the Facility Agent (acting on the instructions of the Majority Lenders) (in sufficient copies for all the Lenders, if the Facility Agent so requests):

(a)

all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b)

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current, threatened or pending against any Transaction Obligor, and which might, if adversely determined, have a Material Adverse Effect;

(c)

promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which is made against any member of the Group and which might have a Material Adverse Effect;

(d)

promptly, its constitutional documents where these have been amended or varied;

(e)

promptly, such further information and/or documents regarding:

(i)

each Ship, the Collateral Ship, goods transported on each Ship and/or the Collateral Ship, the Earnings or the Insurances;

(ii)

the Security Assets;

(iii)

compliance of the Transaction Obligors (excluding the Collateral Shareholder) with the terms of the Finance Documents;

(iv)

the financial condition, business and operations of any Transaction Obligor,

as any Finance Party (through the Facility Agent) may reasonably request; and

(f)

promptly, such further information and/or documents as any Finance Party (through the Facility Agent) may reasonably request so as to enable such Finance Party to comply with any laws applicable to it or as may be required by any regulatory authority.

20.6

Notification of Default

(a)

Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b)

Promptly upon a request by the Facility Agent (acting on the instructions of the Majority Lenders), each Borrower shall supply to the Facility Agent a certificate signed by its senior officer on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

20.7

Use of websites

(a)

Each Obligor may satisfy its obligation under the Finance Documents to which it is a party to deliver any information in relation to those Lenders (the "Website Lenders") which accept this method of communication by posting this information onto an electronic website designated by the Borrowers and the Facility Agent (the "Designated Website") if:

(i)

the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii)

both the relevant Obligor and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)

the information is in a format previously agreed between the relevant Obligor and the Facility Agent (acting on the instructions of the Majority Lenders.

If any Lender (a "Paper Form Lender") does not agree to the delivery of information electronically then that Lender shall notify the Facility Agent and the Facility Agent shall notify the Obligors accordingly and each Obligor shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event each Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

(b)

The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Obligors or any of them and the Facility Agent.

(c)

An Obligor shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i)

the Designated Website cannot be accessed due to technical failure;

(ii)

the password specifications for the Designated Website change;

(iii)

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)

if that Obligor becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If an Obligor notifies the Facility Agent under sub-paragraph ‎(i) or ‎(v) of paragraph ‎(c) above, all information to be provided by the Obligors under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d)

Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Obligors shall comply with any such request within 10 Business Days.

20.8

"Know your customer" checks

(a)

If:

(i)

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;

(ii)

any change in the status of a Transaction Obligor (including, without limitation, a change of ownership of a Transaction Obligor) after the date of this Agreement; or

(iii)

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 a Finance Party (or, in the case of sub-paragraph ‎(iii) above, 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, each Obligor shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself or on behalf of any other Finance Party) or any Lender (for itself or, in the case of the event described in sub-paragraph ‎(iii) above, on behalf of any prospective new Lender) in order for such Finance Party or, in the case of the event described in sub-paragraph ‎(iii) above, 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, including Sanctions, pursuant to the transactions contemplated in the Finance Documents including without limitation obtaining, verifying and recording certain information and documentation that will allow the Facility Agent and each of the Lenders to identify each Transaction Obligor in accordance with the requirements of the PATRIOT Act.

(b)

Each Lender shall promptly upon the request of a Servicing Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Servicing Party (for itself) in order for that Servicing Party 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.

20.9

Anti-money laundering

Each Borrower shall promptly upon the request of a Servicing Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself) in order for that Servicing Party to be satisfied it has complied with all necessary anti-money laundering laws.

General Undertakings

21.1

General

The undertakings in this Clause ‎21 (General Undertakings) remain in force on and from the date of this Agreement and throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

21.2

Authorisations

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

(a)

obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)

supply certified copies to the Facility Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of each Ship or, as the case may be, Collateral Ship to enable it to:

(i)

perform its obligations under the Transaction Documents to which it is a party;

(ii)

ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction or in the state of the Approved Flag at any time of each Ship or, as the case may be, Collateral Ship of any Transaction Document to which it is a party; and

(iii)

own and operate its Ship (in the case of a Borrower) and the Collateral Ship (in the case of a Collateral Guarantor).

21.3

Corporate Existence

Each Obligor shall, and shall procure that each other Transaction Obligor will maintain its separate corporate existence, remain in goodstanding under the law of its jurisdiction of incorporation and duly observe and conform to all requirements of any governmental authorities relating to the conduct of its business or to its properties or assets.

21.4

Compliance with laws

Each Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations to which it may be subject if failure so to comply has or is reasonably likely to have a Material Adverse Effect, including without limitation (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order thereto and (ii) the PATRIOT Act.

21.5

Environmental compliance

Each Obligor shall, and shall procure that each other Transaction Obligor will:

(a)

comply with all Environmental Laws;

(b)

obtain, maintain and ensure compliance with all requisite Environmental Approvals;

(c)

implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

21.6

Environmental Claims

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly upon becoming aware of the same, inform the Facility Agent in writing of:

(a)

any Environmental Claim against any Transaction Obligor which is current, pending or threatened; and

(b)

any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any Transaction Obligor,

where the claim, if determined against that Transaction Obligor, has or is reasonably likely to have a Material Adverse Effect.

21.7

Taxation

(a)

Each Obligor shall, and shall procure that each other Transaction Obligor will pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i)

such payment is being contested in good faith;

(ii)

adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Facility Agent under Clause ‎20.2 (Financial statements); and

(iii)

such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

(b)

No Obligor shall change its residence for Tax purposes.

21.8

Overseas companies

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly inform the Facility Agent if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Facility Agent regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

21.9

No change to centre of main interests

No Obligor shall, and shall procure that no Transaction Obligor (excluding the Collateral Shareholder) will change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause ‎18.30 (Centre of main interests and establishments) and it will create no "establishment" (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

21.10

Pari passu ranking

Each Obligor shall, and shall procure that each other Transaction Obligor will, ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

21.11

Title

(a)

Borrower A shall hold the legal title to, and own the entire beneficial interest in Ship A, its Earnings and its Insurances.

(b)

Borrower B shall hold the legal title to, and own the entire beneficial interest in Ship B, its Earnings and its Insurances.

(c)

Each Obligor shall hold the legal title to, and own the entire beneficial interest in with effect on and from its creation or intended creation, any assets the subject of any Transaction Security created or intended to be created by that Obligor.

21.12

Negative pledge

(a)

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, create or permit to subsist any Security over any of its assets which are, in the case of a Transaction Obligor other than a Borrower, the subject of the Security created or intended to be created by the Finance Documents.

(b)

No Borrower shall:

(i)

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Transaction Obligor or any other member of the Group;

(ii)

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv)

enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)

Paragraphs ‎(a) and ‎(b) above do not apply to any Permitted Security.

21.13

Disposals

(a)

No Obligor shall, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of:

(i)

in the case of a Borrower, any asset (including without limitation its Ship, its Earnings or its Insurances); and

(ii)

in the case of the Guarantor, all or substantially all of its assets.

(b)

Paragraph ‎(a) above does not apply to:

(i)

any Charter as all Charters are subject to Clause ‎23.15 (Restrictions on chartering, appointment of managers etc.); and

(ii)

a sale of a Ship provided that the Borrowers comply with the prepayment obligations in Clause ‎7 (Prepayment and Cancellation).

21.14

Merger

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction other than an amalgamation, demerger, merger, consolidation or corporate reconstruction of the Guarantor under which the Guarantor is the surviving entity.

21.15

Change of business

(a)

The Guarantor shall procure that no substantial change is made to the general nature of the business of the Guarantor from that carried on at the date of this Agreement of the holding of single purpose ship owning subsidiaries and arrangement of acquisition, financing and the operation of vessels on behalf of these single purpose ship owning subsidiaries.

(b)

No Borrower shall engage in any business other than the ownership and operation of its Ship.

21.16

Financial Indebtedness

No Borrower shall incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.

21.17

Expenditure

No Borrower shall incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, maintaining and repairing its Ship.

21.18

Share capital

No Borrower shall:

(a)

purchase, cancel or redeem any of its issued shares;

(b)

increase or reduce the number of its authorised shares, change the par value of such shares or create any new class of shares;

(c)

issue any further shares except to the Guarantor and provided such new shares are made subject to the terms of the Shares Security immediately upon the issue of such new shares in a manner satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) and the terms of the Shares Security are complied with;

(d)

appoint any further director or officer (unless the provisions of the Shares Security are complied with).

21.19

Dividends and other distributions

No Obligor shall, following the occurrence of:

(a)

in the case of a Borrower, any Event of Default; and

(b)

in the case of the Guarantor, an Event of Default under Clause ‎26.2 (Non-payment), ‎26.6 (Cross Default), ‎26.7 (Insolvency), ‎26.8 (Insolvency Proceedings) or ‎26.10 (Ownership of the Obligors),

and whilst the same is continuing or where any of the following would result in the occurrence of an Event of Default:

(i)

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend or other distribution) (whether in cash or in kind) on or in respect of its shares (or any class of its shares);

(ii)

repay or distribute any dividend or share premium reserve; or

(iii)

redeem, repurchase, defease, retire or repay any of its shares or resolve to do so.

21.20

Other transactions

No Borrower shall:

(a)

be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor and where such loan or form of credit is Permitted Financial Indebtedness;

(b)

give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which that Borrower assumes any liability of any other person other than any guarantee or indemnity given

(i)

under the Finance Documents; or

(ii)

in the ordinary course of its business;

(c)

enter into any material agreement other than:

(i)

the Transaction Documents;

(ii)

any other agreement expressly allowed under any other term of this Agreement;

(d)

enter into any transaction on terms which are, in any respect, less favourable to that Borrower than those which it could obtain in a bargain made at arms' length; or

(e)

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.

21.21

Unlawfulness, invalidity and ranking; Security imperilled

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) anything which is likely to:

(a)

make it unlawful for a Transaction Obligor to perform any of its obligations under the Transaction Documents to which it is a party;

(b)

cause any obligation of a Transaction Obligor under the Transaction Documents to which it is a party to cease to be legal, valid, binding or enforceable;

(c)

cause any Transaction Document to which it is a party to cease to be in full force and effect;

(d)

cause any Transaction Security to which it is a party to rank after, or lose its priority to, any other Security; and

(e)

imperil or jeopardise the Transaction Security.

21.22

No Subsidiaries

No Borrower shall form or acquire any Subsidiaries.

21.23

Employees and ERISA Compliance

No Borrower shall employ any individual nor sponsor, maintain or become obligated to contribute to any Plan. However, without prejudice to the foregoing, each Borrower shall provide prompt written notice to the Facility Agent in the event that that Borrower becomes aware that it has incurred or is reasonably likely to incur any liability with respect to any Plan, that, individually or in the aggregate with any other such liability, would be reasonably expected to have a Material Adverse Effect.

21.24

Books and records

Each Borrower will keep proper books of record and account which will be accurate in all material respects and in which full, true and correct entries in accordance with GAAP will be made of all dealings or transactions in relation to its business and activities.

21.25

Further assurance

(a)

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly, and in any event within the time period specified by the Security Agent (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders) do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Security Agent may specify acting reasonably (and in such form as the Security Agent (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders) may require in favour of the Security Agent or its nominee(s)):

(i)

to create, perfect, vest in favour of the Security Agent or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of any of the Secured Parties provided by or pursuant to the Finance Documents or by law;

(ii)

to confer on the Security Agent or confer on the Secured Parties Security over any property and assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents;

(iii)

to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or

(iv)

to enable or assist the Security Agent to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.

(b)

Each Obligor shall, and shall procure that each other Transaction Obligor will, take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Secured Parties by or pursuant to the Finance Documents.

(c)

At the same time as an Obligor delivers to the Security Agent any document executed by itself or another Transaction Obligor pursuant to this Clause ‎21.25 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Security Agent reasonable evidence that that Obligor's or Transaction Obligor's execution of such document has been duly authorised by it.

Insurance Undertakings

22.1

General

The undertakings in this Clause ‎22 (Insurance Undertakings) remain in force on and from the Utilisation Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

22.2

Maintenance of obligatory insurances

Each Borrower shall keep its Ship insured at its expense against:

(d)

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

(a)

war risks (including the London Blocking and Trapping addendum or its equivalent);

(b)

protection and indemnity risks (including liability for oil pollution for an amount of no less than $1,000,000,000 and excess war risk P&I cover) on standard Club Rules, covered by a Protection and Indemnity association which is a member of the International Group of Protection and Indemnity Associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover); and

(c)

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

22.3

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, in an amount on an agreed value basis at least the greater of:

(i)

120 per cent. of the Tranche relating to the Ship owned by it; and

(ii)

the Market Value of its Ship;

(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 (such amount currently being $1,000,000,000);

(d)

in the case of protection and indemnity risks, in respect of the full tonnage of its 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.

22.4

Further protections for the Finance Parties

In addition to the terms set out in Clause ‎22.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory insurances shall:

(a)

subject always to paragraph ‎(b), name the relevant Borrower as the sole named insured unless the interest of every other named insured 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;

and every other named insured has undertaken in writing to the Security Agent (in such form as it requires acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) that any deductible shall be apportioned between the relevant Borrower and every other named insured 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 Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b)

whenever the Facility Agent requires (acting on the instructions of the Majority Lenders), name (or be amended to name) the Security Agent as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Agent, but without the Security Agent being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

(c)

name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify (acting on the instructions of the Majority Lenders);

(d)

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

(e)

provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Agent or any other Finance Party; and

(f)

provide that the Security Agent may make proof of loss if the relevant Borrower fails to do so.

22.5

Renewal of obligatory insurances

Each Borrower shall, in respect of the Ship owned by it:

(a)

at least 21 days before the expiry of any obligatory insurance effected by it:

(i)

notify the Facility Agent of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which that Borrower proposes to renew that obligatory insurance and of the proposed terms of renewal; and

(ii)

obtain the Facility Agents' approval (acting on the instructions of the Majority Lenders) to the matters referred to in sub-paragraph ‎(i) above;

(b)

at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Facility Agent's approval pursuant to paragraph ‎(a) above; and

(c)

procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Facility Agent in writing of the terms and conditions of the renewal.

22.6

Copies of policies; letters of undertaking

Each Borrower shall, in respect of the Ship owned by it, ensure that the Approved Brokers provide the Security Agent with:

(a)

pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and

(b)

a letter or letters or undertaking in a form required by the Facility Agent (acting on the instructions of the Majority Lenders) and including undertakings by the Approved Brokers that:

(i)

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 ‎22.4 (Further protections for the Finance Parties);

(ii)

they will hold such policies, and the benefit of such insurances, to the order of the Security Agent in accordance with such loss payable clause;

(iii)

they will advise the Security Agent immediately of any material change to the terms of the obligatory insurances;

(iv)

they will, if they have not received notice of renewal instructions from that Borrower or its agents, notify the Security Agent not less than 14 days before the expiry of the obligatory insurances;

(v)

if they receive instructions to renew the obligatory insurances, they will promptly notify the Facility Agent of the terms of the instructions;

(vi)

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

(vii)

they will arrange for a separate policy to be issued in respect of the Ship owned by that Borrower forthwith upon being so requested by the Facility Agent.

22.7

Copies of certificates of entry

Each Borrower shall, in respect of the Ship owned by it, ensure that any protection and indemnity and/or war risks associations in which its Ship is entered provide the Security Agent 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 Facility Agent acting on the instructions of Majority Lenders; and

(c)

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 its Ship.

22.8

Deposit of original policies

Each Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the Approved Brokers through which the insurances are effected or renewed.

22.9

Payment of premiums

Each Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Facility Agent (acting on the instructions of the Majority Lenders) or the Security Agent (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders).

22.10

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.

22.11

Compliance with terms of insurances

(a)

No Borrower shall do nor 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.

(b)

Without limiting paragraph ‎(a) above, each Borrower shall:

(i)

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 sub-paragraph ‎(iii) of paragraph ‎(b) of Clause ‎22.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Facility Agent has not given its prior approval (acting on the instructions of the Majority Lenders);

(ii)

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;

(iii)

make (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Ship owned by it, 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

(iv)

not employ the Ship owned by it, 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.

22.12

Alteration to terms of insurances

No Borrower shall make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

22.13

Settlement of claims

Each Borrower shall, in respect of the Ship owned by it:

(a)

not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and

(b)

do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

22.14

Provision of copies of communications

Each Borrower shall, in respect of the Ship owned by it, provide the Security Agent, at the time of each such communication, with copies of all written communications other than (unless specifically required by the Security Agent (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders)) 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) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.

22.15

Provision of information

Each Borrower shall, in respect of the Ship owned by it, promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated person) requests (acting on the instructions of the Majority Lenders) 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

(b)

effecting, maintaining or renewing any such insurances as are referred to in Clause ‎22.16 (Mortgagee's interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances,

and each Borrower shall, forthwith upon demand, indemnify the Facility Agent in respect of all fees and other expenses incurred by or for the account of the Facility Agent in connection with any such report as is referred to in paragraph ‎(a) above once in each 12-months period (starting on the Utilisation Date) and at any time when an Event of Default has occurred.

22.16

Mortgagee's interest and additional perils insurances

(a)

The Security Agent shall be entitled from time to time to effect, maintain and renew a mortgagee's interest marine insurance and a mortgagee's interest additional perils insurance each in an amount of up to 120 per cent. of the Loan, on such terms, through such insurers and generally in such manner as the Security Agent acting on the instructions of the Majority Lenders may from time to time consider appropriate.

(b)

Each Borrower shall upon demand fully indemnify the Security Agent in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance referred to in paragraph ‎(a) above or dealing with, or considering, any matter arising out of any such insurance.

Ship Undertakings

23.1

General

The undertakings in this Clause ‎23 (Ship Undertakings) remain in force on and from the Utilisation Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit (which authorisation no Lender shall unreasonably withhold in relation to paragraphs ‎(b), ‎(c), ‎(d) and ‎(e) of Clause ‎23.15 (Restrictions on chartering, appointment of managers etc.)).

23.2

Ship's names and registration

Each Borrower shall, in respect of the Ship owned by it:

(a)

keep that Ship registered in its name under the Approved Flag from time to time at its port of registration;

(b)

not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled;

(c)

not enter into any dual flagging arrangement in respect of that Ship;

(d)

not change the name of that Ship,

provided that any change of flag of a Ship shall be subject to:

(i)

that Ship remaining subject to Security securing the Secured Liabilities created by a first priority or preferred ship mortgage on that Ship and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage and on such other terms and in such other form as the Facility Agent, acting on the instructions of the Majority Lenders, shall approve or require; and

(ii)

the execution of such other documentation amending and supplementing the Finance Documents as the Facility Agent, acting on the instructions of the Majority Lenders, shall approve or require.

23.3

Repair and classification

Each Borrower shall keep the Ship in a good and safe condition and state of repair:

(a)

consistent with first class ship ownership and management practice; and

(b)

so as to maintain the Approved Classification free of overdue recommendations and conditions with the Approved Classification Society.

23.4

Modifications

No Borrower shall make any modification or repairs to, or replacement of, any 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.

23.5

Removal and installation of parts

(a)

Subject to paragraph ‎(b) below, no Borrower shall remove any material part of any Ship, or any item of equipment installed on any Ship unless:

(i)

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;

(ii)

the replacement part or item is free from any Security in favour of any person other than the Security Agent; and

(iii)

the replacement part or item becomes, on installation on that Ship, the property of the relevant Borrower owning that Ship and subject to the security constituted by the Mortgage.

(b)

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 that Borrower.

23.6

Surveys

Each Borrower shall submit the Ship owned by it regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Facility Agent acting on the instructions of the Majority Lenders, provide the Facility Agent, with copies of all survey reports.

23.7

Inspection

Each Borrower shall permit the Security Agent (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders) (acting through surveyors or other persons appointed by it for that purpose) to board its Ship at all reasonable times and upon reasonable notice and without interfering with that Ship's normal course of trading to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections. Each Borrower will be liable for the costs of the inspection for the Ship owned by it once in each 12-month period (starting on the Utilisation Date) and at any time when an Event of Default has occurred.

23.8

Prevention of and release from arrest

(a)

Each Borrower shall, in respect of the Ship owned by it, promptly discharge:

(i)

all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against that Ship, its Earnings or its Insurances;

(ii)

all Taxes, dues and other amounts charged in respect of that Ship, its Earnings or its Insurances; and

(iii)

all other outgoings whatsoever in respect of that Ship, its Earnings or its Insurances.

(b)

Each Borrower shall immediately upon receiving notice of the arrest of its Ship or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require.

23.9

Compliance with laws etc.

Each Borrower shall:

(a)

comply, or procure compliance with all laws or regulations:

(i)

relating to its business generally; and

(ii)

relating to the Ship owned by it, its ownership, employment, operation, management and registration,

including, but not limited to, the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag of the Ship owned by it;

(b)

obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals; and

(c)

without limiting paragraph ‎(a) above, not employ the Ship owned by it nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions (or which would be contrary to Sanctions if Sanctions were binding on each Transaction Obligor).

23.10

ISPS Code

Without limiting paragraph ‎(a) of Clause ‎23.9 (Compliance with laws etc.), each Borrower 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 an ISSC for that Ship; and

(c)

notify the Facility Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC in respect of that Ship.

23.11

Sanctions and Ship trading

Without limiting Clause ‎23.9 (Compliance with laws etc.), each Borrower shall procure:

(a)

that the Ship owned by it shall not be used by or for the benefit of a Prohibited Person;

(b)

that such Ship shall not be used in trading in any manner contrary to Sanctions (or which could be contrary to Sanctions if Sanctions were binding on each Obligor);

(c)

that such Ship shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances; and

(d)

that each charterparty in respect of that Ship shall contain, for the benefit of the relevant Borrower owning that Ship, language which gives effect to the provisions of paragraph ‎(c) of Clause ‎23.9 (Compliance with laws etc.) as regards Sanctions and of this Clause ‎23.11 (Sanctions and Ship trading) and which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions (or which would result in a breach of Sanctions if Sanctions were binding on each Obligor).

23.12

Trading in war zones

In the event of hostilities in any part of the world (whether war is declared or not), no Borrower shall cause or permit any Ship to enter or trade to any zone which is declared a war zone by any government or by that Ship's war risks insurers unless:

(a)

the prior written consent of the Security Agent acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders has been given; and

(b)

the relevant Borrower has (at its expense) effected any special, additional or modified insurance cover which the Security Agent acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders may require.

23.13

Provision of information

Without prejudice to Clause ‎20.5 (Information: miscellaneous) the Borrower shall promptly provide the Facility Agent with any information which it requests (acting on the instructions of the Majority Lenders) regarding:

(a)

that Ship, its employment, position and engagements;

(b)

its Earnings and payments and amounts due to its master and crew;

(c)

any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Ship and any payments made by it in respect of that Ship;

(d)

any towages and salvages; and

(e)

its compliance, each Approved Manager's compliance and the compliance of that Ship with the ISM Code and the ISPS Code,

and, upon the Facility Agent's request (acting on the instructions of the Majority Lenders), promptly provide copies of any current Charter relating to that Ship, of any current guarantee of any such Charter, the relevant Ship's Safety Management Certificate and any relevant Document of Compliance.

23.14

Notification of certain events

Each Borrower shall immediately notify the Facility Agent by fax or, subject to Clause ‎36.5 (Electronic communication), by electronic mail, confirmed forthwith by letter, of:

(a)

any casualty to that Ship which is or is likely to be or to become a Major Casualty;

(b)

any occurrence as a result of which that Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c)

any requisition of that Ship for hire;

(d)

any requirement or recommendation made in relation to its Ship by any insurer or classification society or by any competent authority which is not immediately complied with;

(e)

any arrest or detention of that Ship or any exercise or purported exercise of any lien on that Ship or its Earnings;

(f)

any intended dry docking of that Ship;

(g)

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

(h)

any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, an Approved Manager or otherwise in connection with that Ship; or

(i)

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 each Borrower shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent (acting on the instructions of the Majority Lenders) shall require as to that Borrower's, any such Approved Manager's or any other person's response to any of those events or matters.

23.15

Restrictions on chartering, appointment of managers etc.

No Borrower shall:

(a)

let its Ship on demise charter for any period;

(b)

enter into any time, voyage or consecutive voyage charter in respect of that Ship other than a Permitted Charter;

(c)

terminate or materially amend or supplement a Management Agreement unless, in the case of termination, such Management Agreement is immediately replaced by another Management Agreement acceptable to the Facility Agent with an Approved Manager and such Approved Manager provides a Manager’s Undertaking;

(d)

appoint a manager of that Ship other than an Approved Commercial Manager or an Approved Technical Manager or agree to any alteration to the terms of an Approved Manager's appointment;

(e)

de activate or lay up that Ship; or

(f)

put its Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $1,500,000 (or the equivalent in any other currency) unless that person has first given to the Security Agent (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) and in terms satisfactory to it (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders) a written undertaking not to exercise any lien on its Ship or its Earnings for the cost of such work or for any other reason, provided that this paragraph (f) of Clause ‎23.15 (Restrictions on chartering, appointment of managers, etc.) will not apply in connection with the retrofitting of the Ship for the purpose of installing scrubbers or any other exhaust gas cleaning or ballast water treatment system subject to the relevant Borrower providing to the Facility Agent no less than 5 Business Days prior notice.

23.16

Notice of Mortgage

Each Borrower shall keep the Mortgage registered against its Ship as a valid first priority or preferred mortgage (as applicable), carry on board its 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 its Ship a framed printed notice stating that its Ship is mortgaged by the relevant Borrower to the Security Agent.

23.17

Sharing of Earnings

No Borrower enter into any agreement or arrangement for the sharing of any Earnings other than for the purposes of this Agreement.

23.18

Charter assignment

Provided that all approvals necessary under Clause ‎23.15 (Restrictions on chartering, appointment of managers etc.) have been previously obtained, each Borrower shall:

(a)

provide promptly to the Facility Agent a true and complete copy of any Charter exceeding 6 months (including all amendments) and all other documents related thereto for a term which exceeds 13 months (including any optional extensions and any redelivery allowance); and

(b)

in respect of any Charter for a term which exceeds 13 months (including any optional extensions and any redelivery allowance), execute and deliver to the Facility Agent a Charter Assignment together with each of the documents required to be delivered pursuant to such Charter Assignment (each in the agreed form).

23.19

Notification of compliance

Each Borrower shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires) (acting on the instructions of the Majority Lenders) that it is complying with this Clause ‎23 (Ship Undertakings).

Security Cover

24.1

Minimum required security cover

(a)

Clause ‎24.2 (Provision of additional security; prepayment) applies if, at any time during the Security Period, the Facility Agent (acting on the instructions of the Majority Lenders) notifies the Borrowers that:

(i)

the aggregate Market Value of the Ships; plus

(ii)

the aggregate of the credit balances held on the Earnings Accounts; plus

(iii)

the net realisable value of additional Security previously provided under this Clause ‎24 (Security Cover);

is below the Relevant Percentage of the Loan.

(b)

Compliance with this Clause ‎24 (Security Cover) will be tested on a quarterly basis throughout the Security Period and shall be evidenced by a Compliance Certificate (commencing with the financial quarter ending on 30 September 2020).

(c)

In this Clause ‎24 (Security Cover):

"Relevant Percentage" means during the period commencing:

(i)

on the Utilisation Date and ending on the date falling 18 months thereafter (inclusive) (the "First Date"), 110 per cent. of the Loan;

(ii)

one day after the First Date and ending on the second anniversary of the Utilisation Date (inclusive) (the "Second Date"), 115 per cent. of the Loan;

(iii)

one day after the Second Date and ending on the third anniversary of the Utilisation Date (inclusive), 120 per cent. of the Loan; and

(iv)

at all other times thereafter, 130 per cent. of the Loan.

24.2

Provision of additional security; prepayment

(a)

If the Facility Agent (acting on the instructions of the Majority Lenders) serves a notice on the Borrowers under Clause ‎24.1 (Minimum required security cover), the Borrowers shall, on or before the date falling 20 Business Days after the date (the "Prepayment Date") on which the Facility Agent's notice is served, prepay such part of the Loan as shall eliminate the shortfall.

(b)

A Borrower may, instead of making a prepayment as described in paragraph ‎(a) above, provide, or ensure that a third party has provided, additional security which, in the opinion of the Facility Agent acting on the instructions of the Majority Lenders:

(i)

has a net realisable value at least equal to the shortfall; and

(ii)

is documented in such terms as the Facility Agent (acting on the instructions of the Majority Lenders) may approve or require,

before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.

24.3

Value of additional vessel security

The net realisable value of any additional security which is provided under Clause ‎24.2 (Provision of additional security; prepayment) and which consists of Security over a vessel shall be the Market Value of the vessel concerned.

24.4

Valuations binding

Any valuation under this Clause ‎24 (Security Cover) shall be binding and conclusive as regards each Borrower.

24.5

Provision of information

(a)

Each Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause ‎24 (Security Cover) with any information which the Facility Agent (acting on the instructions of the Majority Lenders) or the shipbroker may request for the purposes of the valuation.

(b)

If a Borrower fails to provide the information referred to in paragraph ‎(a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Facility Agent (acting on the instructions of the Majority Lenders) considers prudent.

24.6

Prepayment mechanism

Any prepayment pursuant to Clause ‎24.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause ‎7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to Clause ‎7.3 (Voluntary prepayment of Loan).

24.7

Provision of valuations

(a)

The Borrowers shall provide to the Facility Agent (acting on the instructions of the Majority Lenders):

(i)

on a quarterly basis; and

(ii)

as at the date on which a Ship is to be sold or has become a Total Loss,

one valuation of the Ship owned by it and any other vessel over which additional Security has been created in accordance with Clause ‎24.2 (Provision of additional security; prepayment), from one Approved Valuers selected and appointed by the Borrowers showing:

(A)

the Market Value of each Ship for the purposes of Clause ‎24.1 (Minimum required security cover); and

(B)

the Market Value of any other vessel over which additional Security has been created in accordance with Clause ‎24.3 (Value of additional vessel security), in order to enable it to determine the Market Value of those other vessels.

Provided that, if the Facility Agent does not agree with the Market Value of that Ship determined by such sole valuation, it may obtain a second valuation of that Ship or any other vessel over which additional Security has been created in accordance with Clause ‎24.2 (Provision of additional security; prepayment), from one Approved Valuer selected and appointed by the Facility Agent and the Market Value of that Ship or such other vessel shall be the arithmetic mean of such two valuations, (with the arithmetic mean of any range to apply, if an Approved Valuer gives a range).

(b)

Upon the occurrence of an Event of Default, the Facility Agent shall be entitled to obtain (acting on the instructions of the Majority Lenders) at any time at that Borrowers' expense valuations of that Ship and any other vessel over which additional Security has been created in accordance with Clause ‎24.2 (Provision of additional security; prepayment), from Approved Valuers selected by the Facility Agent (acting on the instructions of the Majority Lenders), showing the Market Value of that Ship and each such vessel (which Market Value shall be notified to the Facility Agent in writing).

Earnings Account and Application of Earnings

25.1

Earnings Account

No Borrower may, without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders), maintain any bank account other than its Earnings Account.

25.2

Payment of Earnings

Each Borrower shall ensure that, subject only to the provisions of the General Assignment to which it is a party, all the Earnings in respect of its Ship are paid in to its Earnings Account.

25.3

Application of Earnings

(a)

Each Borrower shall transfer from its Earnings Account to the Facility Agent:

(i)

on each Repayment Date, the amount of the Repayment Instalment then due on that Repayment Date; and

(ii)

on the last day of each Interest Period, the amount of interest then due on that date; and

(iii)

on any day on which an amount is otherwise due from the Borrowers under a Finance Document, an amount necessary to meet that due amount,

and each Borrower irrevocably authorizes the Facility Agent to apply the transferred amounts in payment of the relevant Repayment Instalment, interest amount or other amount due.

(b)

Any balance on the Earnings Accounts after the application of the transferred amounts pursuant to paragraph (a) above shall be available to the Borrowers, unless there is an Event of Default which is continuing or unless an Event of Default would result from the withdrawal of any such balance (or any part thereof) from that Earnings Account.

25.4

Shortfall in Earnings

If the credit balance on an Earnings Account is insufficient for the required amount to be transferred under Clause ‎25.3 (Application of Earnings), the Borrowers shall make up the amount of the insufficiency.

25.5

Application of funds

Until an Event of Default occurs, the Facility Agent shall on each Repayment Date and on each Interest Payment Date distribute to the Finance Parties in accordance with Clause ‎33.2 (Distributions by the Facility Agent) so much of the then balance on the Earnings Accounts as equals:

(a)

each Repayment Instalment due on that Repayment Date;

(b)

the amount of interest payable on that Interest Payment Date; and

(c)

the amount of any fee specified in a Fee Letter on its relevant due date,

in discharge of the Borrowers' liability for that Repayment Instalment, that interest or that fee.

25.6

Location of Earnings Account

Each Borrower shall promptly:

(a)

comply with any requirement of the Facility Agent (acting on the instructions of the Majority Lenders) as to the location or relocation of the Earnings Account; and

(b)

execute any documents which the Facility Agent (acting on the instructions of the Majority Lenders) specifies to create or maintain in favour of the Security Agent, Security over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Account.

Events of Default

26.1

General

Each of the events or circumstances set out in this Clause ‎26 (Events of Default) is an Event of Default except for Clause ‎26.20 (Acceleration) and Clause ‎26.21 (Enforcement of security).

26.2

Non-payment

A Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a)

its failure to pay is caused by:

(i)

administrative or technical error; or

(ii)

a Disruption Event; and

(b)

payment is made within 3 Business Days of its due date.

26.3

Specific obligations

A breach occurs of Clause ‎4.4 (Waiver of conditions precedent), Clause ‎19 (Financial Covenants), Clause ‎21.11 (Title), Clause ‎21.12 (Negative pledge), Clause ‎21.21 (Unlawfulness, invalidity and ranking; Security imperilled), Clause ‎22.2 (Maintenance of obligatory insurances), Clause ‎22.3 (Terms of obligatory insurances), Clause ‎22.5 (Renewal of obligatory insurances), Clause ‎23.3 (Repair and classification) or Clause ‎23.11 (Sanctions and Ship Trading).

26.4

Other obligations

(a)

A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause ‎26.2 (Non-payment) and Clause ‎26.3 (Specific obligations)).

(b)

No Event of Default under paragraph ‎(a) above will occur if the failure to comply is capable of remedy and is remedied within 10 Business Days of the Facility Agent giving notice to the Borrowers or (if earlier) any Transaction Obligor becoming aware of the failure to comply.

26.5

Misrepresentation

Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been materially incorrect or misleading when made or deemed to be made.

26.6

Cross default

(a)

Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable grace period.

(b)

Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)

Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by a creditor of any Obligor as a result of an event of default (however described).

(d)

Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any Obligor due and payable prior to its specified maturity as a result of an event of default (however described).

(e)

No Event of Default will occur under this Clause ‎26.6 (Cross default) in respect of the Guarantor if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs ‎(a) to ‎(d) above is less than $5,000,000 (or its equivalent in any other currency) in aggregate.

26.7

Insolvency

(a)

A Transaction Obligor:

(i)

is unable or admits inability to pay its debts as they fall due;

(ii)

is deemed to, or is declared to, be unable to pay its debts under applicable law;

(iii)

suspends or threatens to suspend making payments on any of its debts; or

(iv)

obtains or receives a deferral or suspension of payments, a rescheduling or re-organisation of debt (or certain debt) or an arrangement with all or a substantial proportion (by number or value) of creditors or of any class of them in respect of such deferral, suspension, rescheduling or re-organisation, strictly by court order or by the filing of documents with a court.

(b)

A moratorium is officially declared in respect of any indebtedness of any Transaction Obligor.

Provided however that:

(A)

should a Transaction Obligor, by any reason, including without limitation, any actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (including any Finance Party in its capacity as such) with a view to rescheduling, deferring, re-organising or suspending, any of its indebtedness, the existence of such negotiations or the entry, as a result of such negotiations, into any agreement or contract with one or more creditors (including any Finance Party in its capacity as such) setting out the terms of any such rescheduling, deferral, reorganisation or suspension of its indebtedness, shall not in itself constitute an Event of Default; and

(B)

no Event of Default will occur under this Clause ‎26.7 (Insolvency) if any of the events described in paragraphs ‎(a)-‎(b) above occurs in respect of an Approved Manager which is a member of the Group and the relevant Borrower replaces such Approved Manager by another Approved Manager and delivers to the Facility Agent (in form and substance satisfactory to the Majority Lenders) the documents referred to at paragraph 4.3 of ‎Part B (Conditions Precedent to Utilisation) of ‎Schedule 2 (Conditions Precedent) within 7 Business Days from the date of such occurrence.

26.8

Insolvency proceedings

(a)

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i)

the suspension of payments, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction Obligor;

(ii)

a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor;

(iii)

the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not a Transaction Obligor), receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Transaction Obligor or any of its assets; or

(iv)

enforcement of any Security over any assets of any Transaction Obligor,

or any analogous procedure or step is taken in any jurisdiction.

(b)

Paragraph ‎(a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.

(c)

No Event of Default will occur under this Clause ‎26.8 (Insolvency proceedings) if any of the events described in paragraph (a) above occurs in respect of an Approved Manager which is a member of the Group and the relevant Borrower replaces such Approved Manager by another Approved Manager and delivers to the Facility Agent (in form and substance satisfactory to the Majority Lenders) the documents referred to at paragraph 3.3 of Part B (Conditions Precedent to Utilisation) of Schedule 2 (Conditions Precedent) within 7 Business Days from the date of such occurrence.

26.9

Creditors' process

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of a Transaction Obligor (other than an arrest or detention of a Ship referred to in Clause ‎26.14 (Arrest)) and is not discharged within 20 days (or such later period agreed by the Facility Agent acting with the authorisation of the Majority Lenders in their absolute discretion).

26.10

Ownership of the Obligors

(a)

A Borrower is not or ceases to be a 100 per cent. directly or indirectly owned Subsidiary of the Guarantor.

(b)

Any person or group of persons acting in concert (other than Jelco Delta Holding Corp. and its ultimate beneficial owner) gains control of the Guarantor.

(c)

For the purpose of paragraph ‎(b) above "control" means:

(i)

the power (whether by way of ownership of shares, partnership units, proxy, contract, agency or otherwise) to:

(A)

cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of the Guarantor; or

(B)

appoint or remove all, or the majority, of the directors or other equivalent officers of the Guarantor; or

(C)

give directions with respect to the operating and financial policies of the Guarantor with which the directors or other equivalent officers of the Guarantor are obliged to comply; and/or

(ii)

the holding beneficially of more than 50 per cent. of the issued shares of the Guarantor (excluding any part of that issued shares that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

(d)

For the purpose of paragraph ‎(b) above "acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Guarantor by any of them, either directly or indirectly, to obtain or consolidate control of the Guarantor.

26.11

Unlawfulness, invalidity and ranking

(a)

It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.

(b)

Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable if that cessation individually or together with any other cessations materially or adversely affects the interests of the Secured Parties under the Finance Documents.

(c)

Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than a Finance Party) to be ineffective.

(d)

Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.

26.12

Security imperilled

Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy the Security Agent (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) has notified the relevant Transaction Obligor in writing of such matter and the relevant matter has not been remedied within 4 Business Days of the relevant Transaction Obligor being so notified.

26.13

Cessation of business

Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

26.14

Arrest

Any arrest of a Ship or, as the case may be, the Collateral Ship, or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the relevant Borrower or, as the case may be, the Collateral Owner, within 30 days of such arrest or detention.

26.15

Expropriation

The authority or ability of a Transaction Obligor (excluding the Collateral Shareholder) to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Transaction Obligor or any of its assets, unless such Transaction Obligor upon receiving notice of such event procures the release of the relevant assets and such assets are redelivered to the full control of that Transaction Obligor within 21 days of such event, other than:

(a)

an arrest or detention of a Ship or, as the case may be, the Collateral Ship, referred to in Clause ‎26.14 (Arrest); or

(b)

any Requisition.

26.16

Repudiation and rescission of agreements

A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.

26.17

Litigation

Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any Transaction Obligor or its assets which has or is reasonably likely to have a Material Adverse Effect. No Event of Default will occur under this clause in respect of the Guarantor if the monetary value of the subject matter of such litigation, arbitration or administrative proceedings or investigations is assessable and the combined value thereof does not exceed $5,000,000 (or its equivalent in any other currency) in aggregate.

26.18

Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

26.19

Collateral Events of Default

The occurrence of a Collateral Event of Default which is continuing.

26.20

Acceleration

On and at any time after the occurrence of an Event of Default the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrowers:

(a)

cancel the Total Commitments, whereupon they shall immediately be cancelled;

(b)

declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable;

(c)

declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility Agent acting on the instructions of the Majority Lenders; and/or

(d)

exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents,

and the Facility Agent may serve notices under paragraphs ‎(a), ‎(b) and ‎(c) above simultaneously or on different dates and the Security Agent may take any action referred to in Clause ‎26.21 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice Provided that if no direction is given by the Majority Lenders the Facility Agent shall not be obliged to take any action.

26.21

Enforcement of security

On and at any time after the occurrence of an Event of Default the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause ‎26.20 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation provided that if no direction is given by the Majority Lenders the Facility Agent shall not be obliged to take any action.

Section 9

Changes to Parties

Changes to the Lenders

27.1

Assignments and transfers by the Lenders

Subject to this Clause ‎27 (Changes to the Lenders), a Lender (the "Existing Lender") may without the consent of any Obligor:

(a)

assign any of its rights; or

(b)

transfer by novation any of its rights and obligations,

under the Finance Documents to another bank or financial institution or to a trust, 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 or person (the "New Lender").

27.2

Conditions of assignment or transfer

(a)

An Existing Lender shall give to the Obligors no less than 15 days' notice prior to effecting an assignment or transfer unless the assignment or transfer is made at a time when an Event of Default has occurred and is continuing.

(b)

An assignment will only be effective on:

(i)

receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Secured Parties as it would have been under if it were an Original Lender; and

(ii)

performance by the Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender.

(c)

Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender's title and of any rights or equities which any Borrower or any other Transaction Obligor had against the Existing Lender.

(d)

A transfer will only be effective if the procedure set out in Clause ‎27.5 (Procedure for transfer) is complied with.

(e)

If:

(i)

a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii)

as a result of circumstances existing at the date the assignment, transfer or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause ‎11 (Tax Gross Up and Indemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause ‎12 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph ‎(e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

(f)

Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

27.3

Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $3,500.

27.4

Limitation of responsibility of Existing Lenders

(a)

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)

the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(ii)

the financial condition of any Transaction Obligor;

(iii)

the performance and observance by any Transaction Obligor of its obligations under the Transaction Documents or any other documents; or

(iv)

the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

(b)

Each New Lender confirms to the Existing Lender and the other Finance Parties and the Secured Parties that it:

(i)

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Transaction Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and

(ii)

will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities throughout the Security Period.

(c)

Nothing in any Finance Document obliges an Existing Lender to:

(i)

accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause ‎27 (Changes to the Lenders); or

(ii)

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Transaction Obligor of its obligations under the Transaction Documents or otherwise.

27.5

Procedure for transfer

(a)

Subject to the conditions set out in Clause ‎27.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph ‎(c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph ‎(b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate.

(b)

The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied in its sole discretion that 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 such New Lender.

(c)

Subject to Clause ‎27.9 (Pro rata interest settlement), on the Transfer Date:

(i)

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the "Discharged Rights and Obligations");

(ii)

each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;

(iii)

the Facility Agent, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent and the Existing Lenders shall each be released from further obligations to each other under the Finance Documents; and

(iv)

the New Lender shall become a Party as a "Lender".

27.6

Procedure for assignment

(a)

Subject to the conditions set out in Clause ‎27.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph ‎(c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph ‎(b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)

The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied in its sole discretion it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c)

Subject to Clause ‎27.9 (Pro rata interest settlement), on the Transfer Date:

(i)

the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii)

the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii)

the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(d)

Lenders may utilise procedures other than those set out in this Clause ‎27.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause ‎27.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause ‎27.2 (Conditions of assignment or transfer).

27.7

Copy of Transfer Certificate or Assignment Agreement to Borrower

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrowers a copy of that Transfer Certificate or Assignment Agreement.

27.8

Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause ‎27 (Changes to the Lenders), each Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security 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 including, without limitation:

(a)

any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b)

any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i)

release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for a Lender as a party to any of the Finance Documents; or

(ii)

require any payments to be made by a Transaction Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

27.9

Pro rata interest settlement

(a)

If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause ‎27.5 (Procedure for transfer) or any assignment pursuant to Clause ‎27.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(i)

any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(ii)

The rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(A)

when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(B)

the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause ‎27.9 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.

(b)

In this Clause ‎27.9 (Pro rata interest settlement) references to "Interest Period" shall be construed to include a reference to any other period for accrual of fees.

(c)

An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause ‎27.9 (Pro rata interest settlement) but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.

Changes to the Transaction Obligors

28.1

Assignment or transfer by Transaction Obligors

No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

28.2

Release of security

(a)

If a disposal of any asset subject to security created by a Security Document is made in the following circumstances:

(i)

the disposal is permitted by the terms of any Finance Document;

(ii)

the Majority Lenders agree to the disposal;

(iii)

the disposal is being made at the request of the Security Agent in circumstances where any security created by the Security Documents has become enforceable; or

(iv)

the disposal is being effected by enforcement of a Security Document,

the Security Agent (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) shall release the asset(s) being disposed of from any security over those assets created by a Security Document. However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any).

(b)

Without prejudice to paragraph (a) of this Clause ‎28.2 (Release of security), at the end of the Security Period (or upon the Total Loss or sale of the Ship and payment of all amounts due by the Borrowers under the terms of this Agreement) the Security Agent shall release the Transaction Security.

(c)

If the Security Agent (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) is satisfied that a release is allowed under this Clause ‎28.2 (Release of security) (at the request and expense of the Borrowers) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Agent to enter into any such document. Any release will not affect the obligations of any other Transaction Obligor under the Finance Documents.

Section 10

The Finance Parties

The Facility Agent

29.1

Appointment of the Facility Agent

(a)

Each of the Lenders appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b)

Each of the Lenders authorises the Facility Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

29.2

Instructions

(a)

The Facility Agent shall:

(i)

exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent (including, without limitation, make any designation, determination, specification or demand, approve an evidence or the form of a document, serve a notice, grant an approval or a consent or refrain from taking any such action), upon receipt of and in accordance with any instructions given to it by:

(A)

all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B)

in all other cases, the Majority Lenders; and

(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) (A) in accordance with sub-paragraph ‎(i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties) or (B) in its capacity as Facility Agent under the Transaction Documents.

(b)

The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)

Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d)

Without prejudice to paragraph (a)(ii) above, paragraph (a)(i) above shall not apply:

(i)

where a contrary indication appears in a Finance Document;

(ii)

where a Finance Document requires the Facility Agent to act in a specified manner or to take a specified action;

(iii)

in respect of any provision which protects the Facility Agent's own position in its personal capacity as opposed to its role of Facility Agent for the relevant Finance Parties.

(e)

If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause ‎42 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.

(f)

The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(g)

Without prejudice to the remainder of this Clause ‎29.2 (Instructions), in the absence of instructions, the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties.

(h)

The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (h) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

29.3

Duties of the Facility Agent

(a)

The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b)

Subject to paragraph ‎(c) below, the Facility Agent shall promptly forward to a Party the original or a copy of any document or notice which is delivered to the Facility Agent for that Party by any other Party.

(c)

Without prejudice to Clause ‎27.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), paragraph ‎(b) above shall not apply to any Transfer Certificate or any Assignment Agreement.

(d)

Notwithstanding anything set out in a Transaction Document, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(e)

If the Facility Agent receives notice from a Party referring to any Finance Document, describing a circumstance and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties but shall not have any duty to verify whether the circumstance described has actually occurred or whether it constitutes a Default.

(f)

If the Facility Agent is aware of the non-payment of any principal, interest or any fee payable to a Finance Party under this Agreement, it shall promptly notify the other Finance Parties.

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(g)

The Facility Agent shall provide to the Borrowers within 5 Business Days of a request by the Borrowers (but no more frequently than once per calendar quarter), a list (which may be in electronic form) setting out the names of the Lenders as at that Business Day, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Facility Agent to that Lender under the Finance Documents.

(h)

The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

29.4

No fiduciary duties

(a)

Nothing in any Finance Document constitutes the Facility Agent as a trustee or fiduciary of any other person.

(b)

The Facility Agent shall not be bound to account to other Finance Party for any sum or the profit element of any sum received by it for its own account.

29.5

Application of receipts

Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause ‎33.5 (Application of receipts; partial payments).

29.6

Business with the Group

The Facility Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

29.7

Rights and discretions

(a)

The Facility Agent may:

(i)

rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)

assume that:

(A)

any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and

(B)

unless it has received notice of revocation, that those instructions have not been revoked; and

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(iii)

rely on a certificate from any person:

(A)

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph ‎(A) above, may assume the truth and accuracy of that certificate.

(b)

The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Finance Parties) that:

(i)

no Default has occurred (unless it has actual knowledge of a Default arising under Clause ‎26.2 (Non-payment));

(ii)

any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii)

any notice or request made by the Borrowers (other than the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(c)

The Facility Agent may engage (at the Borrowers' expense) the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d)

Without prejudice to the generality of paragraph ‎(c) above or paragraph ‎(e) below, the Facility Agent may at any time engage (at the Borrowers' expense) the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable.

(e)

The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f)

The Facility Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i)

be liable for any error of judgment made by any such person; or

(ii)

be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct.

(g)

Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.

(h)

Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

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(i)

Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

29.8

Responsibility for documentation

The Facility Agent is not responsible or liable for:

(a)

the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; or

(b)

the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(c)

any determination as to whether any information provided or to be provided to any Finance Party or Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

29.9

No duty to monitor

The Facility Agent shall not be bound to enquire:

(a)

whether or not any Default has occurred;

(b)

as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c)

whether any other event specified in any Transaction Document has occurred.

29.10

Exclusion of liability

(a)

Without limiting paragraph ‎(b) below (and without prejudice to paragraph ‎(e) of Clause ‎33.11 (Disruption to Payment Systems etc.) or any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for:

(i)

any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

(ii)

exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

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(iii)

any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv)

without prejudice to the generality of paragraphs ‎(i) to ‎(iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of:

(A)

any act, event or circumstance not reasonably within its control; or

(B)

the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b)

No Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Facility Agent may rely on this Clause subject to Clause ‎1.5 (Third party rights) and the provisions of the Third Parties Act.

(c)

The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.

(d)

Nothing in this Agreement shall oblige the Facility Agent to carry out:

(i)

any "know your customer" or other checks in relation to any person; or

(ii)

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party and each Finance Party confirms to the Facility Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent.

(e)

Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent's liability, any liability of the Facility Agent arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss. In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility of such loss or damages.

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29.11

Lenders' indemnity to the Facility Agent

(a)

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause ‎33.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by a Transaction Obligor pursuant to a Finance Document).

(b)

Subject to paragraph ‎(c) below, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph ‎(a) above.

(c)

Paragraph ‎(b) above shall not apply to the extent that the indemnity payment in respect of which a Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor.

29.12

Resignation of the Facility Agent

(a)

The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrowers.

(b)

Alternatively, the Facility Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders may appoint a successor Facility Agent.

(c)

If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph ‎(b) above within 20 days after notice of resignation was given (or such earlier day as may be agreed by the Majority Lenders), the retiring Facility Agent may (but shall not be obliged to), appoint a successor Facility Agent.

(d)

The retiring Facility Agent shall, at the Borrowers' cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. The Borrowers shall indemnify the retiring Facility Agent prior to it being required to undertake any actions referred to in this sub-paragraph for the amount of all costs and expenses (including legal fees) to be properly incurred by it in making available such documents and records and providing such assistance.

(e)

The retiring Facility Agent's resignation notice shall only take effect upon the appointment of a successor.

(f)

Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph ‎(d) above) but shall remain entitled to the benefit of Clause ‎13.3 (Indemnity to the Facility Agent) and this Clause ‎29 (The Facility Agent ) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Facility Agent. Any fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

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(g)

The Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph ‎(b) above. In this event, the Facility Agent shall resign in accordance with paragraph ‎(b) above but the cost referred to in paragraph ‎(d) above shall be for the account of the Borrowers.

(h)

The consent of the Borrowers (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Facility Agent in accordance with this Agreement.

(i)

The Facility Agent shall resign in accordance with paragraph ‎(b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to paragraph ‎(c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

(i)

the Facility Agent fails to respond to a request under Clause ‎11.7 (FATCA Information) and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)

the information supplied by the Facility Agent pursuant to Clause ‎11.7 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)

the Facility Agent notifies the Borrowers and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and that Lender, by notice to the Facility Agent, requires it to resign.

29.13

Confidentiality

(a)

In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)

If information is received by a division or department of the Facility Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

(c)

Without prejudice to Clause ‎29.4 (No fiduciary duties), the Facility Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

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29.14

Relationship with the other Finance Parties

(a)

Subject to Clause ‎27.9 (Pro rata interest settlement), the Facility Agent may treat a person shown in its records as Lender at the opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as a Lender acting through its Facility Office.

(i)

entitled to or liable for any payment due under any Finance Document on that day; and

(ii)

entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior written notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b)

Each Finance Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent. Each Finance Party shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with the Security Agent and any reference to any instructions being given by or sought from any Finance Party or group of Finance Parties to or by the Security Agent in this Agreement must be given or sought through the Facility Agent.

(c)

Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause ‎36.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause ‎36.2 (Addresses) and sub-paragraph ‎(ii) of paragraph ‎(a) of Clause ‎36.5 (Electronic communication) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

29.15

Credit appraisal by the Finance Parties

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Facility Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

(a)

the financial condition, status and nature of each Transaction Obligor;

(b)

the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

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(c)

whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(d)

the adequacy, accuracy or completeness of any information provided by the Facility Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(e)

the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.

29.16

Facility Agent's management time

Any amount payable to the Facility Agent under Clause ‎13.3 (Indemnity to the Facility Agent), Clause ‎15 (Costs and Expenses) and Clause ‎29.11 (Lenders' indemnity to the Facility Agent) shall include the cost of utilising the Facility Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrowers and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause ‎10 (Fees). The Facility Agent shall as soon as reasonably practicable notify the Borrowers in writing of any extraordinary management time which the Facility Agent is envisaging to spend.

29.17

Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

29.18

Reliance and engagement letters

Each Secured Party confirms that the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Facility Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

29.19

Full freedom to enter into transactions

Without prejudice to Clause ‎29.6 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:

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(a)

to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document);

(b)

to deal in and enter into and arrange transactions relating to:

(i)

any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii)

any options or other derivatives in connection with such securities; and

(c)

to provide advice or other services to the Borrowers or any person who is a party to, or referred to in, a Finance Document,

and, in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs ‎(a), ‎(b) and ‎(c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

29.20

Majority Lenders' Instructions

(a)

Notwithstanding anything to the contrary contained in the Transaction Documents, the Parties acknowledge that where any provision in a Transaction Document refers to the Facility Agent being obliged to or entitled to take any specified action, exercise any discretion, make any determination, give any consent or waiver, or act in a certain way in connection with the transactions contemplated by the Transaction Documents, it shall or may (as the case may be) take such specified action, exercise such discretion, make such determination, give any consent in accordance with the instructions or directions of the Majority Lenders or all Lenders (as the case may be) and in doing so shall be deemed to have acted reasonably.

(b)

Any instructions given by the Majority Lenders or the Lenders shall be in writing and any instructions by the Majority Lenders on matters which do not require the consent or instructions of all the Lenders as specified in this Agreement shall be binding on all the Lenders.

(c)

The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders or the Lenders (as the case may be) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

(d)

In the absence of instructions from the Majority Lenders the Facility Agent shall not be obliged to take action.

(e)

The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining the relevant Finance Party's consent) in any legal or arbitration proceedings relating to any Transaction Document.

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The Security Agent

30.1

Trust

(a)

The Security Agent declares that it holds the Security Property on trust for the Secured Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause ‎30 (The Security Agent) and the other provisions of the Finance Documents.

(b)

Each other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

30.2

Parallel Debt (Covenant to pay the Security Agent)

(a)

Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.

(b)

The Parallel Debt of an Obligor:

(i)

shall become due and payable at the same time as its Corresponding Debt;

(ii)

is independent and separate from, and without prejudice to, its Corresponding Debt.

(c)

For the purposes of this Clause ‎30.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent:

(i)

is the independent and separate creditor of each Parallel Debt;

(ii)

acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in respect of each Parallel Debt shall not be held on trust; and

(iii)

shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).

(d)

The Parallel Debt of an Obligor shall be:

(i)

decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and

(ii)

increased to the extent that its Corresponding Debt has increased,

and the Corresponding Debt of an Obligor shall be:

(A)

decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and

(B)

increased to the extent that its Parallel Debt has increased,

110

in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.

(e)

All amounts received or recovered by the Security Agent in connection with this Clause ‎30.2 (Parallel Debt (Covenant to pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause ‎33.5 (Application of receipts; partial payments).

(f)

This Clause ‎30.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with any necessary modifications, to each Finance Document.

30.3

Enforcement through Security Agent only

The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent.

30.4

Instructions

(a)

The Security Agent shall:

(i)

exercise or refrain from exercising any right, power, authority or discretion (including, without limitation, make any designation, determination, specification or demand, approve an evidence or the form of a document, serve a notice, grant an approval or a consent or refrain from taking any such action), vested in it as Security Agent upon receipt of and in accordance with any instructions given to it by:

(A)

all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B)

in all other cases, the Majority Lenders (or the Facility Agent on their behalf); and

(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) (A) in accordance with sub-paragraph ‎(i) above (or if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties) or (B) in its capacity as Security Agent under the Transaction Documents.

(b)

The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)

Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Facility Agent (acting on the instructions of the Majority Lenders) shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

111

(d)

Without prejudice to paragraph ‎(a)(ii) above, paragraph (a)(i) above shall not apply:

(i)

in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its role of Security Agent for the relevant Secured Parties.

(ii)

in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:

(A)

Clause ‎30.28 (Application of receipts);

(B)

Clause ‎30.29 (Permitted Deductions); and

(C)

Clause ‎30.30 (Prospective liabilities).

(e)

If giving effect to instructions given by the Majority Lenders would in the Security Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause ‎42 (Amendments and Waivers), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver.

(f)

In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:

(i)

it has not received any instructions as to the exercise of that discretion; or

(ii)

the exercise of that discretion is subject to sub-paragraph (ii) of paragraph (d) above,

the Security Agent shall do so having regard to the interests of all the Secured Parties.

(g)

The Security Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(h)

Without prejudice to the remainder of this Clause ‎30.4 (Instructions), in the absence of instructions, the Security Agent may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.

(i)

The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph ‎(h) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

30.5

Duties of the Security Agent

(a)

The Security Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b)

The Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Party by any other Party.

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(c)

Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d)

If the Security Agent receives notice from a Party referring to any Finance Document, describing a circumstance and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties but shall not have any duty to verify whether the circumstances described has actually occurred or whether it constitutes a Default.

(e)

The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

30.6

No fiduciary duties

(a)

Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Transaction Obligor or any other person.

(b)

The Security Agent shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account.

30.7

Business with the Group

The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

30.8

Rights and discretions

(a)

The Security Agent may:

(i)

rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)

assume that:

(A)

any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents;

(B)

unless it has received notice of revocation, that those instructions have not been revoked; and

(C)

if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and

(iii)

rely on a certificate from any person:

(A)

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

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as sufficient evidence that that is the case and, in the case of paragraph ‎(A) above, may assume the truth and accuracy of that certificate.

(b)

The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to any Finance Party.

(c)

The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the Secured Parties) that:

(i)

no Default has occurred;

(ii)

any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii)

any notice or request made by the Borrowers (other than the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(d)

The Security Agent may engage (at the Borrowers' cost) the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(e)

Without prejudice to the generality of paragraph ‎(c) above or paragraph ‎(f) below, the Security Agent may at any time engage (at the Borrowers' cost) for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be desirable.

(f)

The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(g)

The Security Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i)

be liable for any error of judgment made by any such person; or

(ii)

be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Security Agent's gross negligence or wilful misconduct.

(h)

Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as security agent under the Finance Documents.

(i)

Without prejudice to Clause ‎30.6 (No fiduciary duties) and notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

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(j)

Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

30.9

Responsibility for documentation

None of the Security Agent, any Receiver or Delegate is responsible or liable for:

(a)

(b)

(c)

any determination as to whether any information provided or to be provided to any Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

30.10

No duty to monitor

The Security Agent shall not be bound to enquire:

(a)

whether or not any Default has occurred;

(b)

as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c)

whether any other event specified in any Transaction Document has occurred.

30.11

Exclusion of liability

(a)

Without limiting paragraph ‎(b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable for:

(i)

(ii)

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(iii)

any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv)

without prejudice to the generality of sub-paragraphs ‎(i) to ‎(iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of:

(A)

any act, event or circumstance not reasonably within its control; or

(B)

the general risks of investment in, or the holding of assets in, any jurisdiction,

(b)

No Party other than the Security Agent, that Receiver or that Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause ‎1.5 (Third party rights) and the provisions of the Third Parties Act.

(c)

The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Agent for that purpose.

(d)

Nothing in this Agreement shall oblige the Security Agent to carry out:

(i)

any "know your customer" or other checks in relation to any person; or

(ii)

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.

(e)

Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate, any liability of the Security Agent or any Receiver or Delegate arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent. Receiver or Delegate or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.

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30.12

Lenders' indemnity to the Security Agent

(a)

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver and every Delegate, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) in acting as Security Agent, Receiver or Delegate under the Finance Documents (unless the Security Agent, Receiver or Delegate has been reimbursed by a Transaction Obligor pursuant to a Finance Document).

(b)

Subject to paragraph ‎(c) below, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant to paragraph ‎(a) above.

(c)

Paragraph ‎(b) above shall not apply to the extent that the indemnity payment in respect of which a Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.

30.13

Resignation of the Security Agent

(a)

The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrowers.

(b)

Alternatively, the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders may appoint a successor Security Agent.

(c)

If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph ‎(b) above within 20 days after notice of resignation was given, the retiring Security Agent may appoint a successor Security Agent.

(d)

The retiring Security Agent shall, at the Borrowers' cost, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents. The Borrowers shall indemnify the retiring Security Agent prior to it being required to undertake any actions referred to in this sub-paragraph for the amount of all costs and expenses (including legal fees) to be properly incurred by it in making available such documents and records and providing such assistance.

(e)

The Security Agent's resignation notice shall only take effect upon:

(i)

the appointment of a successor; and

(ii)

the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.

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(f)

Upon the appointment of a successor, the retiring Security Agent shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph ‎(b) of Clause ‎30.25 (Winding up of trust) and paragraph ‎(d) above) but shall remain entitled to the benefit of Clause ‎13.4 (Indemnity to the Security Agent) and this Clause ‎30 (The Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Agent. Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g)

The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph ‎(b) above. In this event, the Security Agent shall resign in accordance with paragraph ‎(b) above but the cost referred to in paragraph ‎(d) above shall be for the account of the Borrowers.

(h)

The consent of the Borrowers (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent.

30.14

Confidentiality

(a)

In acting as Security Agent for the Finance Parties, the Security Agent shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.

(b)

If information is received by a division or department of the Security Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

(c)

Without prejudice to Clause ‎30.6 (No fiduciary duties) and notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

30.15

Credit appraisal by the Finance Parties

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

(a)

the financial condition, status and nature of each Transaction Obligor;

(b)

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(c)

(d)

the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(e)

30.16

Security Agent's management time

(a)

Any amount payable to the Security Agent under Clause ‎13.4 (Indemnity to the Security Agent), Clause ‎15 (Costs and Expenses) and Clause ‎30.12 (Lenders' indemnity to the Security Agent) shall include the cost of utilising the Security Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrowers and the other Finance Parties, and is in addition to any fee paid or payable to the Security Agent under Clause ‎10 (Fees). The Security Agent shall as soon as reasonably practicable notify the Borrowers in writing of any extraordinary management time which the Security Agent is envisaging to spend.

(b)

Without prejudice to paragraph ‎(a) above, in the event of:

(i)

a Default;

(ii)

the Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrowers agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or

(iii)

the Security Agent and the Borrowers agreeing that it is otherwise appropriate in the circumstances,

the Borrowers shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph ‎(c) below.

(c)

If the Security Agent and the Borrowers fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph ‎(b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrowers or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrowers) and the determination of any investment bank shall be final and binding upon the Parties.

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30.17

Reliance and engagement letters

Each Secured Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

30.18

No responsibility to perfect Transaction Security

The Security Agent shall not be liable for any failure to:

(a)

require the deposit with it of any deed or document certifying, representing or constituting the title of any Transaction Obligor to any of the Security Assets;

(b)

obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;

(c)

register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;

(d)

take, or to require any Transaction Obligor to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or

(e)

require any further assurance in relation to any Security Document.

30.19

Insurance by Security Agent

(a)

The Security Agent shall not be obliged:

(i)

to insure any of the Security Assets;

(ii)

to require any other person to maintain any insurance; or

(iii)

to verify any obligation to arrange or maintain insurance contained in any Finance Document,

and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

(b)

Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind.

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30.20

Custodians and nominees

The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.

30.21

Delegation by the Security Agent

(a)

Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.

(b)

That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties.

(c)

No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate.

30.22

Additional Security Agents

(a)

The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:

(i)

if it considers that appointment to be in the interests of the Secured Parties; or

(ii)

for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or

(iii)

for obtaining or enforcing any judgment in any jurisdiction,

and the Security Agent shall give prior notice to the Borrowers and the Finance Parties of that appointment.

(b)

Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.

(c)

The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.

30.23

Acceptance of title

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.

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30.24

Releases

Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction, authority or further confirmation from any other Secured Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.

30.25

Winding up of trust

If the Security Agent, with the approval of the Facility Agent (acting on the instructions of the Majority Lenders) determines (acting on the instructions of the Majority Lenders) that:

(a)

all of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and finally discharged; and

(b)

no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Transaction Obligor pursuant to the Finance Documents,

then

(i)

the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Security Documents; and

(ii)

any Security Agent which has resigned pursuant to Clause ‎30.13 (Resignation of the Security Agent) shall release, without recourse or warranty, all of its rights under each Security Document.

30.26

Powers supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.

30.27

Disapplication of Trustee Acts

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.

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30.28

Application of receipts

All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause ‎30.2 (Parallel Debt (Covenant to pay the Security Agent)) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause ‎30 (The Security Agent), the "Recoveries") shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause ‎30 (The Security Agent)), in the following order of priority:

(a)

in discharging any sums owing to the Security Agent (in its capacity as such) other than pursuant to Clause ‎30.2 (Parallel Debt (Covenant to pay the Security Agent)) or any Receiver or Delegate;

(b)

in payment or distribution to the Facility Agent, on its behalf and on behalf of the other Secured Parties, for application towards the discharge of all sums due and payable by any Transaction Obligor under any of the Finance Documents in accordance with Clause ‎33.5 (Application of receipts; partial payments);

(c)

if none of the Transaction Obligors is under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority to any Transaction Obligor; and

(d)

the balance, if any, in payment or distribution to the relevant Transaction Obligor.

30.29

Permitted Deductions

The Security Agent may, in its discretion:

(a)

set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and

(b)

pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).

30.30

Prospective liabilities

Following enforcement of any of the Transaction Security, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries in a suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit for later payment to the Facility Agent for application in accordance with Clause ‎30.28 (Application of receipts) in respect of:

(a)

any sum to the Security Agent, any Receiver or any Delegate; and

(b)

any part of the Secured Liabilities,

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that the Security Agent or, in the case of paragraph ‎(b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the future.

30.31

Investment of proceeds

Prior to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause ‎30.28 (Application of receipts) the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Agent's discretion in accordance with the provisions of Clause ‎30.28 (Application of receipts).

30.32

Currency conversion

(a)

For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at a market rate of exchange available to the Security Agent in its usual course of business.

(b)

The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

30.33

Good discharge

(a)

Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility Agent on behalf of the Secured Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.

(b)

The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph ‎(a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.

30.34

Amounts received by Obligors

If any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement.

30.35

Full freedom to enter into transactions

Without prejudice to Clause ‎30.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:

(a)

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(b)

to deal in and enter into and arrange transactions relating to:

(i)

any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii)

any options or other derivatives in connection with such securities; and

(c)

to provide advice or other services to the Borrowers or any person who is a party to, or referred to in, a Finance Document,

and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs ‎(a), ‎(b) and ‎(c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

30.36

Majority Lenders' Instructions

(e)

Notwithstanding anything to the contrary contained in the Transaction Documents, the Parties acknowledge that where any provision in Transaction Document refers to the Security Agent being obliged to or entitled to take any specified action, exercise any discretion, make any determination, give any consent or waiver, or act in a certain way in connection with the transactions contemplated by the Transaction Documents, it shall or may (as the case may be) take such specified action, exercise such discretion, make such determination, give any consent in accordance with the instructions or directions of the Facility Agent (acting on the instructions of the Majority Lenders or all Lenders, as the case may be) and in doing so shall be deemed to have acted reasonably.

(f)

Any instructions given by the Majority Lenders shall be in writing and be binding on all the Lenders.

(g)

The Security Agent may refrain from acting in accordance with the instructions of the Facility Agent until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

(h)

In the absence of instructions from the Facility Agent, the Security Agent shall not be obliged to take any action.

The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining the relevant Finance Party's consent) in any legal or arbitration proceedings relating to any Security Document. Subject to the terms of the Transaction Documents, this paragraph (d) shall not apply to any legal or arbitration proceedings relating to the perfection preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or any Security Documents.

Conduct of Business by the Finance Parties

No provision of this Agreement will:

(a)

interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

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(b)

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)

oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

Sharing among the Finance Parties

32.1

Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from a Transaction Obligor other than in accordance with Clause ‎33 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due to it under the Finance Documents then:

(a)

the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent;

(b)

the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause ‎33 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c)

the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause ‎33.5 (Application of receipts; partial payments).

32.2

Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause ‎33.5 (Application of receipts; partial payments) towards the obligations of that Transaction Obligor to the Sharing Finance Parties.

32.3

Recovering Finance Party's rights

On a distribution by the Facility Agent under Clause ‎32.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.

32.4

Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)

each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

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(b)

as between the relevant Transaction Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Transaction Obligor.

32.5

Exceptions

(a)

This Clause ‎32 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Transaction Obligor.

(b)

A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)

it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)

that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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Section 11

Administration

Payment Mechanics

33.1

Payments to the Facility Agent

(a)

On each date on which a Transaction Obligor or a Lender is required to make a payment under a Finance Document, that Transaction Obligor or Lender shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)

Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Facility Agent) and with such bank as the Facility Agent, in each case, specifies.

33.2

Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause ‎33.3 (Distributions to a Transaction Obligor) and Clause ‎33.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by that Party or, in the case of the Loan, to such account of such person as may be specified by the Borrowers in the Utilisation Request.

33.3

Distributions to a Transaction Obligor

The Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause ‎34 (Set-Off)) apply any amount received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

33.4

Clawback and pre-funding

(a)

Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)

If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

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33.5

Application of receipts; partial payments

(a)

If the Facility Agent or the Security Agent (as applicable) receives a payment that is insufficient to discharge all the amounts then due and payable by a Transaction Obligor under the Finance Documents, the Facility Agent or the Security Agent (as applicable) shall apply that payment towards the obligations of that Transaction Obligor under the Finance Documents in the following order:

(i)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing to, the Facility Agent, the Security Agent, any Receiver or any Delegate under the Finance Documents;

(ii)

secondly, in or towards payment pro rata of any accrued interest and fees due but unpaid to the Lenders under this Agreement;

(iii)

thirdly, in or towards payment pro rata of any principal due but unpaid to the Lenders under this Agreement; and

(iv)

fourthly, in or towards payment pro rata of any other sum due to any Finance Party but unpaid under the Finance Documents.

(b)

The Facility Agent shall, if so directed by the Majority Lenders, vary, or instruct the Security Agent to vary (as applicable) the order set out in sub-paragraphs ‎(ii) to ‎(iv) of paragraph ‎(a) above.

(c)

Paragraphs ‎(a) and ‎(b) above will override any appropriation made by a Transaction Obligor.

33.6

No set-off by Transaction Obligors

All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

33.7

Business Days

(a)

Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)

During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

33.8

Currency of account

(a)

Subject to paragraphs ‎(b) and ‎(c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.

(b)

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

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(c)

Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

33.9

Change of currency

(a)

Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)

any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (acting on the instructions of the Majority Lenders) (after consultation with the Borrowers); and

(ii)

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting on the instructions of the Majority Lenders).

(b)

If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting on the instructions of the Majority Lenders and after consultation with the Borrowers) specifies (acting on the instructions of the Majority Lenders) to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank market and otherwise to reflect the change in currency.

33.10

Currency Conversion

(a)

For the purpose of, or pending any payment to be made by any Servicing Party under any Finance Document, such Servicing Party may convert any moneys received or recovered by it from one currency to another, at a market rate of exchange available to that Servicing Party in its usual course of business.

(b)

The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

33.11

Disruption to Payment Systems etc.

If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrowers that a Disruption Event has occurred:

(a)

the Facility Agent may, and shall if requested to do so by the Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

(b)

the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph ‎(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)

the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph ‎(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

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(d)

any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause ‎42 (Amendments and Waivers);

(e)

the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause ‎33.11 (Disruption to Payment Systems etc.); and

(f)

the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph ‎(d) above.

Set-Off

A Finance Party may set off at any time after an Event of Default has occurred and whilst the same is continuing but without any prior notice any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

Bail-In

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a)

any Bail-In Action in relation to any such liability, including (without limitation):

(i)

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii)

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii)

a cancellation of any such liability; and

(b)

a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

Notices

36.1

Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter or, subject to Clause ‎36.5 (Electronic communication), by electronic mail.

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36.2

Addresses

The address, fax number and electronic mail address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

(a)

in the case of the Borrowers, that specified in ‎Schedule 1 (The Parties);

(b)

in the case of each Lender or any other Obligor, that specified in ‎Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in writing to the Facility Agent on or before the date on which it becomes a Party;

(c)

in the case of the Facility Agent, that specified in ‎Schedule 1 (The Parties); and

(d)

in the case of the Security Agent, that specified in ‎Schedule 1 (The Parties),

or any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice.

36.3

Delivery

(a)

Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)

if by way of fax, when received in legible form;

(ii)

if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; or

(iii)

if by way of electronic mail, in accordance with Clause ‎36.5 (Electronic communication),

and, if a particular department or officer is specified as part of its address details provided under Clause ‎36.2 (Addresses), if addressed to that department or officer.

(b)

Any communication or document to be made or delivered to a Servicing Party will be effective only when actually received by that Servicing Party and then only if it is expressly marked for the attention of the department or officer of that Servicing Party specified in ‎Schedule 1 (The Parties) (or any substitute department or officer as that Servicing Party shall specify for this purpose).

(c)

All notices from or to a Transaction Obligor shall be sent through the Facility Agent unless otherwise specified in any Finance Document.

(d)

Any communication or document made or delivered to the Borrowers in accordance with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.

(e)

Any communication or document which becomes effective, in accordance with paragraphs ‎(a) to ‎(d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

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36.4

Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause ‎36.2 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

36.5

Electronic communication

(a)

Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i)

notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii)

notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

(b)

Any such electronic communication as specified in paragraph ‎(a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c)

Any such electronic communication as specified in paragraph ‎(a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or the Security Agent shall specify for this purpose.

(d)

Any electronic communication which becomes effective, in accordance with paragraph ‎(c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e)

Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause ‎36.5 (Electronic communication).

36.6

English language

(a)

Any notice given under or in connection with any Finance Document must be in English.

(b)

All other documents provided under or in connection with any Finance Document must be:

(i)

in English; or

(ii)

if not in English, and if so required by the Facility Agent (acting on the instructions of the Majority Lenders), accompanied by a certified English translation prepared by a translator approved by the Facility Agent (acting on the instructions of the Majority Lenders) and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

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Calculations and Certificates

37.1

Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

37.2

Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

37.3

Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the London interbank market differs, in accordance with that market practice.

Partial Invalidity

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of a Secured Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

Settlement or Discharge Conditional

Any settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional upon no security or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

Irrevocable Payment

If the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purported payment or discharge of an obligation of that Transaction Obligor to a Secured Party under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

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Amendments and Waivers

42.1

Required consents

(a)

Subject to Clause ‎42.2 (All Lender matters) and Clause ‎42.3 (Other exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and, in the case of an amendment, the Obligors and any such amendment or waiver will be binding on all Parties.

(b)

The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause ‎42 (Amendments and Waivers).

(c)

Without prejudice to the generality of Clause ‎29.7 (Rights and discretions), the Facility Agent may at the Borrowers' cost engage and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

(d)

Paragraph ‎(c) of Clause ‎27.9 (Pro rata interest settlement) shall apply to this Clause ‎42 (Amendments and Waivers).

42.2

All Lender matters

An amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates to:

(a)

the definition of "Majority Lenders" in Clause ‎1.1 (Definitions);

(b)

a postponement to or extension of the date of payment of any amount under the Finance Documents;

(c)

a reduction in the Interest Rate or the amount of any payment of principal, interest, fees or commission payable;

(d)

a change in currency of payment of any amount under the Finance Documents;

(e)

an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments rateably under the Facility;

(f)

a change to any Transaction Obligor other than in accordance with Clause ‎28 (Changes to the Transaction Obligors);

(g)

any provision which expressly requires the consent of all the Lenders;

(h)

this Clause ‎42 (Amendments and Waivers);

(i)

any change to the preamble (Background), Clause ‎2 (The Facility), Clause ‎3 (Purpose), Clause ‎5 (Utilisation), Clause ‎7.4 (Mandatory prepayment on sale or Total Loss), Clause ‎8 (Interest), Clause ‎23.9 (Compliance with laws, etc.) ‎23.11 (Sanctions and Ship trading), Clause ‎25 (Earnings Account and Application of Earnings), Clause ‎27 (Changes to the Lenders), Clause ‎32 (Sharing among the Finance Parties), Clause ‎45 (Governing Law) or Clause ‎46 (Enforcement);

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(j)

any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document);

(k)

(other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(i)

the guarantee and indemnity granted under Clause ‎16 (Guarantee and Indemnity);

(ii)

the Security Assets; or

(iii)

the manner in which the proceeds of enforcement of the Transaction Security are distributed,

(except in the case of sub-paragraphs ‎(ii) and ‎(iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);

(l)

the release of the guarantee and indemnity granted under Clause ‎16 (Guarantee and Indemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document,

shall not be made, or given, without the prior consent of all the Lenders.

42.3

Other exceptions

(a)

An amendment or waiver which relates to the rights or obligations of a Servicing Party (in its capacity as such) may not be effected without the consent of that Servicing Party.

(b)

The Borrowers and the Facility Agent or the Borrowers and the Security Agent, as applicable, may amend in writing or waive a term of a Fee Letter to which they are party.

42.4

Obligor Intent

Without prejudice to the generality of Clauses ‎1.2 (Construction) and ‎16.4 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

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Confidential Information

43.1

Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause ‎43.2 (Disclosure of Confidential Information), Clause ‎43.4 (Disclosure to numbering service providers) and unless otherwise required by law, court order, regulatory authority or stock exchange rules, requirements and regulations and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

43.2

Disclosure of Confidential Information

Any Finance Party may disclose:

(a)

to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, legal counsels, insurers, insurance advisors, insurance brokers, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph ‎(a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)

to any person:

(i)

to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(ii)

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Transaction Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(iii)

appointed by any Finance Party or by a person to whom sub-paragraph ‎(i) or ‎(ii) of paragraph ‎(b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph ‎(c) of Clause ‎29.14 (Relationship with the other Finance Parties));

(iv)

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph ‎(i) or ‎(ii) of paragraph ‎(b) above;

(v)

to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

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(vi)

to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;

(vii)

to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause ‎27.8 (Security over Lenders' rights);

(viii)

who is a Party, a Transaction Obligor or any related entity of a Transaction Obligor;

(ix)

as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or

(x)

with the consent of the Borrowers;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A)

in relation to sub-paragraphs ‎(i), ‎(ii) and ‎(iii) of paragraph ‎(b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)

in relation to sub-paragraph ‎(iv) of paragraph ‎(b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C)

in relation to sub-paragraphs ‎(v), ‎(vi) and ‎(vii) of paragraph ‎(b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c)

to any person appointed by that Finance Party or by a person to whom sub-paragraph ‎(i) or ‎(ii) of paragraph ‎(b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph ‎(c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrowers and the relevant Finance Party; and

(d)

to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

138

43.3

DAC6

Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.

43.4

Disclosure to numbering service providers

(a)

Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Transaction Obligors the following information:

(i)

names of Transaction Obligors;

(ii)

country of domicile of Transaction Obligors;

(iii)

place of incorporation of Transaction Obligors;

(iv)

date of this Agreement;

(v)

Clause ‎45 (Governing Law);

(vi)

the name of the Facility Agent;

(vii)

date of each amendment and restatement of this Agreement;

(viii)

amount of Total Commitments;

(ix)

currency of the Facility;

(x)

type of Facility;

(xi)

ranking of Facility;

(xii)

Termination Date for Facility;

(xiii)

changes to any of the information previously supplied pursuant to sub-paragraphs ‎(i) to ‎(xii) above; and

(xiv)

such other information agreed between such Finance Party and the Borrowers,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b)

The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Transaction Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

139

(c)

Each Obligor represents, on behalf of itself and the other Transaction Obligors, that none of the information set out in sub-paragraphs ‎(i) to ‎(xiv) of paragraph ‎(a) above is, nor will at any time be, unpublished price-sensitive information.

43.5

Entire agreement

This Clause ‎43 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

43.6

Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

43.7

Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrowers:

(a)

of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph ‎(v) of paragraph ‎(b) of Clause ‎43.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b)

upon becoming aware that Confidential Information has been disclosed in breach of this Clause ‎43 (Confidential Information).

43.8

Continuing obligations

The obligations in this Clause ‎43 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

(a)

the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b)

the date on which such Finance Party otherwise ceases to be a Finance Party.

Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

140

Section 12

Governing Law and Enforcement

Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

Enforcement

46.1

Jurisdiction

(a)

Unless specifically provided in another Finance Document in relation to that Finance Document, the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including a dispute regarding the existence, validity or termination of any Finance Document or any non-contractual obligation arising out of or in connection with any Finance Document) (a "Dispute").

(b)

The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.

(c)

This Clause ‎46.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

46.2

Service of process

(a)

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i)

irrevocably appoints Messrs E. J. C. Album Solicitors, presently of Landmark House, 190 Willifield Way, London NW11 6YA, England (attention: Mr Edward Album, tel: +44 208 455 7653, fax: +44 208 457 5558 and email: ejca@mitgr.com) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii)

agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b)

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, each Borrower (on behalf of all the Obligors) must immediately (and in any event within 5 days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.

141

Patriot Act Notice

47.1

PATRIOT Act Notice

Each of the Facility Agent and the Lenders hereby notifies the Borrowers that pursuant to the requirements of the PATRIOT Act and the policies and practices of the Facility Agent and each Lender, the Facility Agent and each of the Lenders is required to obtain, verify and record certain information and documentation that identifies each Transaction Obligor, which information includes the name and address of each Transaction Obligor and such other information that will allow the Facility Agent and each of the Lenders to identify each Transaction Obligor in accordance with the PATRIOT Act.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

142

Schedule 1

The Parties

Part A

The Obligors

Name of Borrower	Place of Incorporation	Registration number (or equivalent, if any)	Address for Communication

Sea Glorius Shipping Co.	The Republic of the Marshall Islands	71734	154 Vouliagmenis Avenue, 166 74 Glyfada, Athens Greece Tel: +302130181507 Email: legal@seanergy.gr Fax: +302109638404
Sea Genius Shipping Co.	The Republic of the Marshall Islands	71733	154 Vouliagmenis Avenue, 166 74 Glyfada, Athens Greece Tel: +302130181507 Email: legal@seanergy.gr Fax: +302109638404

Name of Guarantor

Place of Incorporation

Registration number

(or equivalent, if any)

Address for
Communication

Seanergy Maritime Holdings Corp.

The Republic of the Marshall Islands

27721

154 Vouliagmenis

Avenue, 166 74 Glyfada,

Athens Greece

Tel: +302130181507

Email: legal@seanergy.gr

Fax: +302109638404

143

Part B

The Original Lenders

Name of Original Lender	Commitment	Address for Communication

Blue Ocean Onshore Fund LP	$10,511,012.27	Blue Ocean Onshore Fund LP c/o EnTrust Global Partners Offshore LP 375 Park Avenue New York, NY 10152 Facsimile: +1 212 888 0751 Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com Attention: Svein Engh / Omer Donnerstein / Matthew Lux
Blue Ocean 1839 Fund LP	$4,692,965.08	Blue Ocean 1839 Fund LP c/o EnTrust Global Partners Offshore LP 375 Park Avenue New York, NY 10152 Facsimile: +1 212 888 0751 Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com Attention: Svein Engh / Omer Donnerstein / Matthew Lux
Blue Ocean Income Fund LP	$2,604,465.39	Blue Ocean Income Fund LP c/o EnTrust Global Partners Offshore LP 375 Park Avenue New York, NY 10152 Facsimile: +1 212 888 0751 Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com Attention: Svein Engh / Omer Donnerstein / Matthew Lux
EnTrust Global ICAV, for and on behalf of Blue Ocean Fund	$1,803,181.67	EnTrust Global ICAV c/o EnTrust Global Partners Offshore LP 375 Park Avenue New York, NY 10152 Facsimile: +1 212 888 0751 Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com Attention: Svein Engh / Omer Donnerstein / Matthew Lux

144

Blue Ocean Offshore Master Fund I LLC

$542,010.37

Blue Ocean Offshore Master Fund I LLC
c/o EnTrust Global Partners Offshore LP

375 Park Avenue

New York, NY 10152

Facsimile: +1 212 888 0751

Email: sengh@entrustglobal.com

/odonnerstein@entrustglobal.com/

mlux@entrustglobal.com

Attention: Svein Engh / Omer Donnerstein

/ Matthew Lux

Blue Ocean IDF Series of the SALI Multi-Series Fund, L.P.

$2,346,365.22

Blue Ocean IDF Series of the SALI Multi-Series Fund, L.P.
c/o EnTrust Global Partners Offshore LP

375 Park Avenue

New York, NY 10152

Facsimile: +1 212 888 0751

Email: sengh@entrustglobal.com

/odonnerstein@entrustglobal.com/

mlux@entrustglobal.com

Attention: Svein Engh / Omer Donnerstein

/ Matthew Lux

145

Part C

The Servicing Parties

Name of Facility Agent	Address for Communication

Lucid Agency Services Limited	6^th Floor, No 1 Building 1-5 London Wall Buildings, London Wall, London, United Kingdom, EC2M 5PG Fax: + 44 2030024691 Attention: Lucid Agency and Trustee Services Limited (deals@lucid-ats.com)

Name of Security Agent	Address for Communication

Lucid Trustee Services Limited	6^th Floor, No 1 Building 1-5 London Wall Buildings, London Wall, London, United Kingdom, EC2M 5PG Fax: + 44 2030024691 Attention: Lucid Agency and Trustee Services Limited (deals@lucid-ats.com)

146

Schedule 2

Conditions Precedent

Part A

Conditions precedent to Utilisation Request

Obligors

1.1

A copy of the constitutional documents of each Transaction Obligor.

1.2

A copy of a resolution of the board of directors of each Transaction Obligor:

(a)

approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(b)

authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(c)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request) to be signed and/or despatched by it under, or in connection with, the Finance Documents to which it is a party.

1.3

An original of the power of attorney of any Transaction Obligor authorising a specified person or persons to execute the Finance Documents to which it is a party.

1.4

A specimen of the signature of each person authorised by the resolution referred to in paragraph ‎1.2 above.

1.5

A copy of a resolution signed by the Guarantor as the holder of all the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Borrower is a party.

1.6

A certificate of each Transaction Obligor (signed by an officer) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Transaction Obligor to be exceeded.

1.7

A certificate of each Transaction Obligor that is incorporated outside the UK (signed by an officer) certifying either that (i) it has not delivered particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies.

1.8

A certificate of an officer of the relevant Transaction Obligor certifying that each copy document relating to it specified in this ‎Part A of ‎Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

Finance Documents

2.1

A duly executed original of this Agreement.

2.2

A duly executed original of the Fee Letter.

147

2.3

A duly executed original of the Intercreditor Agreement.

Security

3.1

A duly executed original of any Subordinated Debt Security.

Legal opinions

4.1

A legal opinion of Watson Farley & Williams, legal advisers to the Facility Agent and the Security Agent in England, substantially in the form distributed to the Original Lenders before signing this Agreement.

4.2

If a Transaction Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Facility Agent and the Security Agent in the relevant jurisdiction, substantially in the form distributed to the Original Lenders before signing this Agreement.

Other documents and evidence

7.1

Evidence that the Minimum Liquidity Amount is standing, or will be standing immediately after the Utilisation Date, to the credit of the relevant Earnings Account.

7.2

7.3

Evidence satisfactory to the Facility Agent that the conditions precedent pursuant to Clause 4 (conditions precedent) of the Collateral Facility Amendment and Restatement Deed have been satisfied.

151

Schedule 3

Requests

Utilisation Request

From: Sea Glorius Shipping Co.

Sea Genius Shipping Co.

To: Lucid Agency Services Limited

Dated: [●] 2020

Dear Sirs

Sea Glorius Shipping Co. and Sea Genius Shipping Co. – $22,500,000 Facility Agreement dated [●] 2020 (the "Agreement")

1	We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2	We wish to borrow the Loan on the following terms:

	Proposed Utilisation Date:	[●] 2020 (or, if that is not a Business Day, the next Business Day)

	Amount:	[$22,500,000] or, if less, the Available Facility as follows:

	Tranche A	[$6,500,000]
	Tranche B	[$16,000,000]

3	[You are authorised and requested to deduct from the Loan prior to funds being remitted the following amounts set out against the following items:

	Fees payable on the Utilisation date pursuant to Clause ‎10 (Fees)	$[●]

	Net proceeds of Loan	$[[●]]]

4	[We request that funds are prepositioned with [include details of relevant bank] in accordance with Clause ‎5.8 (Prepositioning of Funds).]

We hereby agree and acknowledge that the Facility Agent shall make payments strictly on the basis of the information set forth in this Utilisation Request hereto even if such information is incorrect. In the event that any of such information is incorrect, we agree that the Facility Agent shall not have any liability with respect thereto.

6	We confirm that each condition specified in Clause ‎4.1 (Initial conditions precedent) of the Agreement as they relate to the Loan is satisfied on the date of this Utilisation Request.

7	The net proceeds of the Loan should be credited to [account details of Existing Facility Agent].

8	This Utilisation Request is irrevocable.

152

Yours faithfully

____________________

[●]

authorised signatory for

SEA GLORIUS SHIPPING CO.

____________________

[●]

authorised signatory for

SEA GENIUS SHIPPING CO.

153

Schedule 4

Form of Transfer Certificate

To: Lucid Agency Services Limited as Facility Agent

From: [The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")

Dated: [●]

Dear Sirs

Sea Glorius Shipping Co. and Sea Genius Shipping Co. – $22,500,000 Facility Agreement dated [●] 2020 (the "Agreement")

We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

We refer to Clause ‎27.5 (Procedure for transfer) of the Agreement:

(a)

The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all of the Existing Lender's rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment and participation in the Loan under the Agreement as specified in the Schedule in accordance with Clause ‎27.5 (Procedure for transfer) of the Agreement.

(b)

The proposed Transfer Date is [●].

(c)

The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause ‎36.2 (Addresses) of the Agreement are set out in the Schedule.

The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph ‎(c) of Clause ‎27.4 (Limitation of responsibility of Existing Lenders) of the Agreement.

This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

154

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details

for notices and account details for payments.]

[Existing Lender]	[New Lender]

By: [●]	By: [●]

This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [●].

[Facility Agent]

By: [●]

155

Schedule 5

Form of Assignment Agreement

To:

Lucid Agency Services Limited as Facility Agent and Sea Glorius Shipping Co. and Sea Genius Shipping Co. as joint and several Borrowers, for and on behalf of each Transaction Obligor

From:

[the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")

Dated: [●]

Dear Sirs

Sea Glorius Shipping Co. and Sea Genius Shipping Co. – $22,500,000 Facility Agreement dated [●] 2020 (the "Agreement")

We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

We refer to Clause ‎27.6 (Procedure for assignment):

(a)

The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender's Commitment and participations in the Loan under the Agreement as specified in the Schedule.

(b)

The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitments and participations in the Loan under the Agreement specified in the Schedule.

(c)

The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph ‎(b) above.

(d)

All rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender's title and of any rights or equities which the Borrowers or any other Transaction Obligor had against the Existing Lender.

The proposed Transfer Date is [●].

On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

The Facility Office and address, fax, number and attention details for notices of the New Lender for the purposes of Clause ‎36.2 (Addresses) are set out in the Schedule.

The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph ‎(c) of Clause ‎27.4 (Limitation of responsibility of Existing Lenders).

This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause ‎27.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), to the Borrowers (on behalf of each Transaction Obligor) of the assignment referred to in this Assignment Agreement.

156

This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

157

THE SCHEDULE

Commitment rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for notices
and account details for payments]

[Existing Lender]	[New Lender]

By: [●]	By: [●]

This Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [●].

Signature of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.

[Facility Agent]

By:

158

Schedule 6

Repayment Schedule

Repayment Instalment	Opening Balance ($)		Amortizing ($)		Loan Closing Balance ($)
Repayment Instalment	Tranche A	Tranche B	Tranche A	Tranche B	Loan Closing Balance ($)
					22,500,000
1	6,500,000	16,000,000	200,000	276,500	22,023,500
2	6,300,000	15,723,500	200,000	276,500	21,547,000
3	6,100,000	15,447,000	200,000	276,500	21,070,500
4	5,900,000	15,170,500	200,000	276,500	20,594,000
5	5,700,000	14,894,000	200,000	276,500	20,117,500
6	5,500,000	14,617,500	200,000	276,500	19,641,000
7	5,300,000	14,341,000	350,000	515,000	18,776,000
8	4,950,000	13,826,000	350,000	515,000	17,911,000
9	4,600,000	13,311,000	350,000	515,000	17,046,000
10	4,250,000	12,796,000	350,000	515,000	16,181,000
11	3,900,000	12,281,000	350,000	515,000	15,316,000
12	3,550,000	11,766,000	350,000	515,000	14,451,000
13	3,200,000	11,251,000	350,000	515,000	13,586,000
14	2,850,000	10,736,000	350,000	515,000	12,721,000
15	2,500,000	10,221,000	350,000	515,000	11,856,000
16	2,150,000	9,706,000	350,000	515,000	10,991,000
17	1,800,000	9,191,000	350,000	515,000	10,126,000
18	1,450,000	8,676,000	350,000	515,000	9,261,000
19	1,100,000	8,161,000	350,000	515,000	8,396,000
20	750,000	7,646,000	350,000	515,000	7,531,000
Totals			6,100,000	8,869,000
Balloon			400,000	7,131,000

159

Schedule 7

Details of the Ships

Ship name	Name of the Borrower owner	IMO No.	Type	DWT	Approved Flag	Approved Classification Society	Approved Classification
"GLORIUSHIP"	Sea Glorius Shipping Co.	9266944	Bulk carrier	171,300	Marshall Islands	American Bureau of Shipping	A1, Bulk Carrier, BC-A holds, 2, 4, 6&8 may be empty, ESP, AMS, ACCU

"GENIUSHIP"	Sea Genius Shipping Co.	9398759	Bulk carrier	170,100	Marshall Islands	American Bureau of Shipping	A1, Bulk Carrier, BC-A holds, 2, 4, 6, 8 may be empty, (no MP), ESP, AMS, ACCU

160

Schedule 8

Timetables

Delivery of a duly completed Utilisation Request (Clause ‎5.1 (Delivery of a Utilisation Request))		Ten Business Days before the intended Utilisation Date (Clause ‎5.1 (Delivery of a Utilisation Request))

Facility Agent notifies the Lenders of the Loan in accordance with Clause ‎5.4 (Lenders' participation)		One Business Day before the intended Utilisation Date.

161

Schedule 9

Form of Compliance Certificate

To:	LUCID AGENCY SERVICES LIMITED as Facility Agent

From:	SEANERGY MARITIME HOLDINGS CORP. as Guarantor

Dated: [●]

Dear Sirs

Sea Glorius Shipping Co. and Sea Genius Shipping Co. – $22,500,000 Facility Agreement dated [●] 2020 (the "Agreement")

We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

The undersigned hereby certifies as follows:

I am an officer of the Guarantor.

I confirm that on [●]:

(a)

the aggregate Market Value of the Ships; plus

(b)

[the aggregate credit balances held on the Earnings Accounts; plus]

(c)

the net realisable value of additional Security previously provided under clause 24 (security cover) of the Agreement,

is [●] which is [above][below] the Relevant Percentage of the Loan.

(d)

the account balance standing to the credit of the Earnings Accounts on [●] is $[●], which is [not] in compliance with clause 19.1 (borrowers' minimum liquidity) of the Agreement;

The foregoing certifications in the valuations delivered with this Certificate in support hereof, are made and delivered on [date] pursuant to clause 24.7 (provision of valuations) of the Agreement together with the account statements dated [●] in respect of the Earnings Accounts.

____________________
[●]
as: President
SEANERGY MARITIME HOLDINGS CORP.

162

Execution Pages

BORROWERS

SIGNED by Stamatios Tsantanis	)	/s/ Stamatios Tsantanis
duly authorised	)
for and on behalf of	)
SEA GLORIUS SHIPPING CO.	)
its: attorney-in-fact	)
in the presence of:	)

Witness' signature:	)	/s/ Maria Moschopoulou
Witness' name: Maria Moschopoulou	)
Witness' address:	)
154 Vouliagmenis Avenue
16674 Glyfada, Athens Greece

SIGNED by Stamatios Tsantanis	)	/s/ Stamatios Tsantanis
duly authorised	)
for and on behalf of	)
SEA GENIUS SHIPPING CO.	)
its: attorney-in-fact	)
in the presence of:	)

Witness' signature:	)	/s/ Maria Moschopoulou
Witness' name: Maria Moschopoulou	)
Witness' address:	)
154 Vouliagmenis Avenue
16674 Glyfada, Athens Greece

GUARANTOR

SIGNED by Stamatios Tsantanis	)	/s/ Stamatios Tsantanis
duly authorised	)
for and on behalf of	)
SEANERGY MARITIME HOLDINGS CORP.	)
its: attorney-in-fact	)
in the presence of:	)

Witness' signature:	)	/s/ Maria Moschopoulou
Witness' name: Maria Moschopoulou	)
Witness' address:	)
154 Vouliagmenis Avenue
16674 Glyfada, Athens Greece

163

ORIGINAL LENDERS

SIGNED by Konstantinos Mexias	)	/s/ Konstantinos Mexias
duly authorised	)
for and on behalf of	)
BLUE OCEAN ONSHORE FUND LP	)
By: Blue Ocean GP LLC	)
as its General Partner	)
in the presence of:	)

Witness' signature:	)	/s/ Maria Eleni Kossyfa
Witness' name: Maria Eleni Kossyfa	)
Witness' address:	)
WATSON FARLEY WILLIAMS
345 SYNGROU AVENUE
KALLITHEA 176 74
ATHENS-GREECE

SIGNED by Konstantinos Mexias	)	/s/ Konstantinos Mexias
duly authorised	)
for and on behalf of	)
BLUE OCEAN 1839 FUND LP	)
By: Blue Ocean GP LLC	)
as its General Partner	)
in the presence of:	)

Witness' signature:	)	/s/ Maria Eleni Kossyfa
Witness' name: Maria Eleni Kossyfa	)
Witness' address:	)
WATSON FARLEY WILLIAMS
345 SYNGROU AVENUE
KALLITHEA 176 74
ATHENS-GREECE

SIGNED by Konstantinos Mexias	)	/s/ Konstantinos Mexias
duly authorised	)
for and on behalf of	)
BLUE OCEAN INCOME FUND LP	)
By: Blue Ocean GP LLC	)
as its General Partner	)
in the presence of:	)

Witness' signature:	)	/s/ Maria Eleni Kossyfa
Witness' name: Maria Eleni Kossyfa	)
Witness' address:	)
WATSON FARLEY WILLIAMS
345 SYNGROU AVENUE
KALLITHEA 176 74
ATHENS-GREECE

164

SIGNED by Konstantinos Mexias	)	/s/ Konstantinos Mexias
duly authorised	)
for and on behalf of	)
ENTRUST GLOBAL ICAV	)
for and on behalf of	)
BLUE OCEAN FUND	)
By: EnTrust Global Partners Offshore LP	)
as its Investment Advisor	)
in the presence of:	)

Witness' signature:	)	/s/ Maria Eleni Kossyfa
Witness' name: Maria Eleni Kossyfa	)
Witness' address:	)
WATSON FARLEY WILLIAMS
345 SYNGROU AVENUE
KALLITHEA 176 74
ATHENS-GREECE

SIGNED by Konstantinos Mexias	)	/s/ Konstantinos Mexias
duly authorised	)
for and on behalf of	)
BLUE OCEAN OFFSHORE MASTER	)
FUND I LLC	)
By: EnTrust Global Partners Offshore LP	)
as its Investment Advisor	)
in the presence of:	)

Witness' signature:	)	/s/ Maria Eleni Kossyfa
Witness' name: Maria Eleni Kossyfa	)
Witness' address:	)
WATSON FARLEY WILLIAMS
345 SYNGROU AVENUE
KALLITHEA 176 74
ATHENS-GREECE

SIGNED by Konstantinos Mexias	)	/s/ Konstantinos Mexias
duly authorised	)
for and on behalf of	)
BLUE OCEAN IDF SERIES OF THE SALI	)
MULTI-SERIES FUND, L.P.
By: EnTrust Global Partners Offshore LP	)
as its Investment Subadvisor	)
in the presence of:	)

Witness' signature:	)	/s/ Maria Eleni Kossyfa
Witness' name: Maria Eleni Kossyfa	)
Witness' address:	)
WATSON FARLEY WILLIAMS
345 SYNGROU AVENUE
KALLITHEA 176 74
ATHENS-GREECE

165

FACILITY AGENT

SIGNED by Andrew Brookes	)	/s/ Andrew Brookes
duly authorised	)	Authorized Signatory
for and on behalf of	)
LUCID AGENCY SERVICES LIMITED	)
in the presence of:	)

Witness' signature:	)	/s/ Marsha Brookes
Witness' name: Marsha Brookes	)
Witness' address: Billericay, Essex	)

SECURITY AGENT

SIGNED by Andrew Brookes	)	/s/ Andrew Brookes
duly authorised	)	Authorized Signatory
for and on behalf of	)
LUCID TRUSTEE SERVICES LIMITED	)
in the presence of:	)

Witness' signature:	)	/s/ Marsha Brookes
Witness' name: Marsha Brookes	)
Witness' address: Billericay, Essex	)

166

Exhibit 10.82

Dated 15 July 2020

THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1

as Lenders

and

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Resigning Facility Agent

and Resigning Security Agent

and

LUCID AGENCY SERVICES LIMITED
as Successor Facility Agent

and

LUCID TRUSTEE SERVICES LIMITED
as Successor Security Agent

and

LORD OCEAN NAVIGATION CO.
as Borrower

and

SEANERGY MARITIME HOLDINGS CORP.
as Guarantor

and

EMPEROR HOLDING LTD.
as Shareholder

RESIGNATION, APPOINTMENT, AMENDMENT AND RESTATEMENT DEED
relating to a facility agreement dated
11 June 2018 in connection with
the refinancing of certain existing indebtedness
secured on m.v. "LORDSHIP"

Index

Clause		Page

1	Interpretation	2
2	Facility Agent	5
3	Security Agent	6
4	Conditions Precedent	7
5	Representations	7
6	Amendment and Restatement of Facility Agreement and other Finance Documents	8
7	Further Assurance	9
8	Acknowledgement by Transaction Obligors and Finance Parties	10
9	Variations	12
10	Invalidity	12
11	Costs and Expenses	12
12	Notices	13
13	Counterparts	13
14	Governing Law	13
15	Enforcement	14

Schedules

Schedule 1 The Lenders		15
Schedule 2 Conditions Precedent		16

Execution

Execution Pages		18

Appendix

Appendix Form of Amended and Restated Facility Agreement (marked to indicate amendments)

THIS RESIGNATION, APPOINTMENT, AMENDMENT AND RESTATEMENT DEED is made on 15 July 2020

PARTIES

(1)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Lenders) as lenders (the "Lenders")

(2)

WILMINGTON TRUST, NATIONAL ASSOCIATION as resigning Facility Agent (the "Resigning Facility Agent")

(3)

WILMINGTON TRUST, NATIONAL ASSOCIATION as resigning Security Agent (the "Resigning Security Agent")

(4)

LUCID AGENCY SERVICES LIMITED as successor Facility Agent (the "Successor Facility Agent")

(5)

LUCID TRUSTEE SERVICES LIMITED as successor Security Agent (the "Successor Security Agent")

(6)

LORD OCEAN NAVIGATION CO., a corporation incorporated in the Republic of Liberia whose registered address is at 80 Broad Street, Monrovia, Liberia as borrower (the "Borrower")

(7)

SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as guarantor (the "Guarantor")

(8)

EMPEROR HOLDING LTD., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, the Republic of the Marshall Islands as shareholder (the "Shareholder")

BACKGROUND

(A)

By the Facility Agreement, the Lenders made available to the Borrower a facility of (originally) up to $24,500,000. The amount of the Loan utilised by the Borrower on 13 June 2018 was $24,500,000 and on the date of this Deed the principal amount of the Loan outstanding is $22,900,000.

(B)

The Majority Lenders wish for the Resigning Facility Agent to resign as Facility Agent in accordance with paragraph (g) of clause 28.12 (resignation of the facility agent) of the Facility Agreement and have given notice to the Resigning Facility Agent in accordance with paragraph (b) of clause 28.12 (resignation of the facility agent) of the Facility Agreement.

(C)

The Majority Lenders wish to appoint the Successor Facility Agent as Facility Agent to act as the agent on behalf of the Finance Parties under and in connection with the Finance Documents.

(D)

The Majority Lenders wish for the Resigning Security Agent to resign as Security Agent in accordance with paragraph (g) of clause 29.13 (resignation of the security agent) of the Facility Agreement and have given notice to the Resigning Security Agent in accordance with paragraph (b) of clause 29.13 (resignation of the security agent) of the Facility Agreement.

(E)

The Majority Lenders wish to appoint the Successor Security Agent as Security Agent to act as the security agent on behalf of the Secured Parties under and in connection with the Finance Documents.

(F)

Such resignations and appointments are to take effect on and from the Restatement Date and in accordance with clause 28.12 (resignation of the facility agent) and clause 29.13 (resignation of the security agent) of the Facility Agreement respectively.

(G)

As a condition of the Lenders continuing to make available the Loan to the Borrower, the Parties have agreed to amend and restate the Facility Agreement and amend and supplement the other Finance Documents as set out in this Deed to:

(i)

implement the cross-collateralisation of the Security under the Security Documents with the security executed in connection with the Collateral Facility Agreement; and

(ii)

reflect the resignations and appointments described in Recitals (B) to (F) above.

OPERATIVE PROVISIONS

INTERPRETATION

1.1

Definitions

In this Deed:

"Amended and Restated Facility Agreement" means the Facility Agreement as amended and restated by this Agreement in the form set out in the Appendix.

"Amendment and Accession to Account Pledge Agreement" means an amendment and accession to the first priority account pledge agreement dated 13 June 2018 between (i) the Borrower as pledgor, (ii) the Resigning Security Agent and the Lenders as existing pledgees and (iii) the Successor Security Agent as new pledgee.

"Collateral Account Security" means a document creating second priority Security over the Collateral Guarantor Earnings Account in agreed form.

"Collateral Facility Agent" means Lucid Agency Services Limited as agent of the Collateral Finance Parties.

"Collateral Facility Agreement" means the facility agreement dated on or about the date of this Deed and made between, amongst others, (i) the Collateral Guarantors as joint and several borrowers, (ii) the Guarantor as guarantor, (iii) certain financial institutions listed therein as lenders, (iv) the Collateral Facility Agent and (v) the Collateral Security Agent.

"Collateral Finance Parties" means the "Finance Parties" defined in the Collateral Facility Agreement.

"Collateral General Assignment" means Collateral General Assignment A or Collateral General Assignment B.

"Collateral General Assignment A" means a second priority general assignment in respect of the Earnings, Insurances and Requisition Compensation relating to Collateral Ship A between (i) Collateral Guarantor A and (ii) the Successor Security Agent as security for the obligations of Collateral Guarantor A under Collateral Guarantee A.

"Collateral General Assignment B" means a second priority general assignment in respect of the Earnings, Insurances and Requisition Compensation relating to Collateral Ship B between (i) Collateral Guarantor B and (ii) the Successor Security Agent as security for the obligations of Collateral Guarantor B under Collateral Guarantee B.

"Collateral Guarantee A" means a collateral guarantee to be granted by Collateral Guarantor A in favour of the Successor Security Agent, in relation to the obligations of, amongst others, the Borrower under the Amended and Restated Facility Agreement.

"Collateral Guarantee B" means a collateral guarantee to be granted by Collateral Guarantor B in favour of the Successor Security Agent, in relation to the obligations of, amongst others, the Borrower under the Amended and Restated Facility Agreement.

"Collateral Guarantor A" means Sea Glorius Shipping Co., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands.

"Collateral Guarantor B" means Sea Genius Shipping Co., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands.

"Collateral Guarantor Earnings Account" means in respect of each Collateral Guarantor:

(a)

an account in the name of that Collateral Guarantors with the Account Bank designated "USD Earnings Account"; or

(b)

any other account in the name of a Collateral Guarantor with the Account Bank which may, with the prior written consent of the Successor Facility Agent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or

(c)

any sub-account of any account referred to in paragraphs (a) or (b) above.

"Collateral Guarantors" means Collateral Guarantor A or Collateral Guarantor B.

"Collateral Intercreditor Agreement" means the intercreditor agreement to be entered into between, amongst others, (i) the Collateral Guarantors and the Guarantor as debtors, (ii) the Borrower as collateral guarantor, (iii) the Collateral Security Agent as senior security agent and (iv) the Successor Security Agent as junior security agent.

"Collateral Manager's Undertaking" means, in relation to an Approved Manager, a second priority letter of undertaking from that Approved Manager subordinating the rights of that Approved Manager against a Collateral Ship and the relevant Collateral Guarantor to the rights of the Finance Parties in agreed form.

"Collateral Mortgage" means Collateral Mortgage A or Collateral Mortgage B.

"Collateral Mortgage A" means a second preferred Marshall Islands mortgage over Collateral Ship A to be granted by (i) Collateral Guarantor A in favour of (ii) the Successor Security Agent as security for the obligations of Collateral Guarantor A under Collateral Guarantee A.

"Collateral Mortgage B" means a second preferred Marshall Islands mortgage over Collateral Ship B to be granted by (i) Collateral Guarantor B in favour of (ii) the Successor Security Agent as security for the obligations of Collateral Guarantor B under Collateral Guarantee B.

"Collateral Secured Parties" means the "Secured Parties" defined in the Collateral Facility Agreement.

"Collateral Security Agent" means Lucid Trustee Services Limited as security agent of the Collateral Secured Parties.

"Collateral Security Documents" means the Collateral Account Security, each Collateral General Assignment, each Collateral Manager's Undertaking, each Collateral Mortgage and each Collateral Shares Security.

"Collateral Ship" means Collateral Ship A or Collateral Ship B.

"Collateral Ship A" means the 2004-built Capesize bulk carrier, having IMO Number 9266944 and registered in the name of Collateral Guarantor A under the Marshall Islands flag with the name "GLORIUSHIP".

"Collateral Ship B" means the 2010-built Capesize bulk carrier, having IMO Number 9398759 and registered in the name of Collateral Guarantor B under the Marshall Islands flag with the name "GENIUSHIP".

"Collateral Shares Security" means Collateral Shares Security A or Collateral Shares Security B.

"Collateral Shares Security A" means a document to be executed by the Guarantor as shareholder creating second priority Security over the shares in Collateral Guarantor A in agreed form.

"Collateral Shares Security B" means a document to be executed by the Guarantor as shareholder creating second priority Security over the shares in Collateral Guarantor B in agreed form.

"Facility Agreement" means the facility agreement dated 11 June 2018 (as amended, restated and supplemented from time to time before the date of this Deed) and made between, amongst others, (i) the Borrower, (ii) the Guarantor, (iii) the Lenders, (iv) the Resigning Facility Agent and (v) the Resigning Security Agent.

"Fee Letter" means any letter or letters between any of the Successor Facility Agent, the Successor Security Agent and any Obligor setting out any of the fees referred to in clause 11.1 (agency fee) of the Amended and Restated Facility Agreement.

"Intercreditor Agreement" means the intercreditor agreement to be entered into between, amongst others, (i) the Borrower and the Shareholder as debtors, (ii) the Guarantor, (iii) the Collateral Guarantors, (iv) the Successor Security Agent as senior security agent and (v) the Collateral Security Agent as junior security agent.

"Majority Lenders" means a Lender or Lenders whose participations in the Loan aggregate more than 66% per cent. of the amount of the Loan outstanding.

"Mortgage Assignment" means the assignment of the first preferred Marshall Islands Mortgage on the Ship to be executed by the Resigning Security Agent in favour of the Successor Security Agent.

"New Shares Security Deliverables" means each document to be re-issued by the Shareholder, any director or officer of the Borrower in favour of the Successor Security Agent pursuant to the Shares Security.

"Party" means a party to this Deed.

"Restatement Date" means the date on which the Successor Facility Agent (acting on the instruction of the Majority Lenders) notifies the Borrower, the Resigning Facility Agent and the other Finance Parties as to the satisfaction of the conditions precedent as provided in paragraph (b) of Clause 4 (Conditions Precedent).

"Transaction Obligor" means the Borrower, the Guarantor or the Shareholder.

1.2

Defined expressions

Defined expressions in the Amended and Restated Facility Agreement shall have the same meanings when used in this Deed unless the context otherwise requires or unless otherwise defined in this Deed.

1.3

Application of construction and interpretation provisions of Facility Agreement

Clause 1.2 (construction) of the Amended and Restated Facility Agreement apply to this Deed as if they were expressly incorporated in it with any necessary modifications.

1.4

Designation as a Finance Document

The Borrower, the Resigning Facility Agent and the Successor Facility Agent (on the instructions of the Majority Lenders) designate this Deed as a Finance Document.

1.5

Third party rights

(a)

Unless provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Deed.

(b)

Subject to clause 41.3 (exceptions) of the Facility Agreement but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Deed at any time.

FACILITY AGENT

2.1

Resignation of Resigning Facility Agent

With effect from the Restatement Date, the Resigning Facility Agent resigns from its role as Facility Agent under the Finance Documents.

2.2

Appointment of Successor Facility Agent

In accordance with paragraph (b) of clause 28.12 (resignation of the facility agent) of the Facility Agreement, the Majority Lenders appoint the Successor Facility Agent as the agent of the Finance Parties under and in connection with the Finance Documents and the Successor Facility Agent accepts such appointment with effect on and from the Restatement Date.

2.3

Release of Resigning Facility Agent

In accordance with paragraph (f) of clause 28.12 (resignation of the facility agent) of the Facility Agreement, with effect on and from the Restatement Date, the Resigning Facility Agent shall be discharged from any further duties and obligations in respect of the Finance Documents (other than its obligations under paragraph (f) of clause 28.12 (resignation of the facility agent) of the Facility Agreement) in its capacity as Facility Agent.

2.4

Transfer of rights and obligations to the Successor Facility Agent

The Parties to this Deed acknowledge and agree that pursuant to this Deed, as of the Restatement Date, any and all rights and obligations of the Resigning Facility Agent as Facility Agent under the Facility Agreement and the other Finance Documents shall be transferred to and assumed by the Successor Facility Agent, provided that the Successor Facility Agent shall not be responsible for any property, liabilities or obligations of the Resigning Facility Agent relating to or arising out of matters or events occurring before the Restatement Date.

2.5

Undertaking by the Successor Facility Agent

The Successor Facility Agent undertakes with each of the other Parties that it will perform all those obligations which, by the terms of this Deed, are assumed by it as Facility Agent on and from the Restatement Date.

2.6

Continuing indemnities

The Parties confirm that the indemnities in clauses 14.3 (indemnity to the facility agent) and 28 (the facility agent) of the Facility Agreement in respect of any actions taken or omitted to be taken by it or any event occurring in each case before its resignation pursuant to this Deed which indemnities shall survive the resignation of the Resigning Facility Agent and shall continue in full force and effect for the benefit of the Resigning Facility Agent, any of its sub-agents and their respective Affiliates.

SECURITY AGENT

3.1

Resignation of Resigning Security Agent

With effect from the Restatement Date, the Resigning Security Agent resigns from its role as Security Agent under the Finance Documents.

3.2

Appointment of Successor Security Agent

In accordance with paragraph (b) of clause 29.13 (resignation of the security agent) of the Facility Agreement, the Majority Lenders appoint the Successor Security Agent as the security agent of the Secured Parties under and in connection with the Finance Documents and the Successor Security Agent accepts such appointment with effect on and from the Restatement Date.

3.3

Release of Resigning Security Agent

In accordance with paragraph (f) of clause 29.13 (resignation of the security agent) of the Facility Agreement, with effect on and from the Restatement Date, the Resigning Security Agent shall be discharged from any further duties and obligations in respect of the Finance Documents (other than its obligations under paragraph (d) of clause 29.13 (resignation of the security agent) and paragraph (b) of clause 29.25 (winding up of trust) of the Facility Agreement) in its capacity as Security Agent.

3.4

Transfer of rights and obligations to the Successor Security Agent

(a)

The Parties to this Deed acknowledge and agree that pursuant to this Deed, section 36 of the Trustee Act 1925, all relevant powers conferred by the Trustee Act 1925, the Security Documents and any other applicable law, as of the Restatement Date, any and all rights and obligations of the Resigning Security Agent as Security Agent under the Facility Agreement and the other Finance Documents and the proceeds of enforcement of such documents and all other Security Property shall be transferred to and assumed (and, in relation to the Security Property, held in accordance with the Finance Documents to which the Resigning Security Agent is a party) by the Successor Security Agent, provided that nothing under this Deed shall oblige the Successor Security Agent to be liable for any property, liabilities or obligations of the Resigning Security Agent relating to or arising out of matters or events occurring before the Restatement Date. The provisions of this Deed are without prejudice to Section 40(1) of the Trustee Act 1925.

(b)

With effect on and from the Restatement Date, and by virtue of the resignation of the Resigning Security Agent and the appointment of the Successor Security Agent as Security Agent under the Finance Documents, the term "Security Agent" shall refer to the Successor Security Agent only, and not the Resigning Security Agent, for all purposes of the Finance

Documents, and the Successor Security Agent (acting in its capacity as Security Agent) shall act as Security Agent for the purposes of the Finance Documents.

3.5

Assignment of security

The Resigning Security Agent irrevocably assigns to the Successor Security Agent its whole right, title, benefit and interest in, under and to all the Security Property, subject to the terms of this Deed on and from the Restatement Date.

3.6

Undertaking by the Successor Security Agent

The Successor Security Agent undertakes with each of the other Parties that it will perform all those obligations which, by the terms of this Deed, are assumed by it as Security Agent on and from the Restatement Date.

3.7

Continuing indemnities

The Parties confirm that the indemnities in clauses 14.4 (indemnity to the security agent) and 29 (the security agent) of the Facility Agreement in respect of any actions taken or omitted to be taken by it or any event occurring in each case before its resignation pursuant to this Deed which indemnities shall survive the resignation of the Resigning Security Agent and shall continue in full force and effect for the benefit of the Security Facility Agent, any of its sub-agents and their respective Affiliates.

CONDITIONS PRECEDENT

(a)

The Restatement Date cannot occur unless the Successor Facility Agent has received (or, on the instructions of the Majority Lenders, waived receipt of) all of the documents and other evidence listed in Error! Reference source not found. (Conditions Precedent) in form and substance satisfactory to the Successor Facility Agent (acting on the instruction of the Majority Lenders).

(b)

Subject to paragraph (c) below, the Successor Facility Agent shall notify the Borrower and the other Finance Parties promptly upon the satisfaction of the conditions precedent referred to in paragraph (a) above.

(c)

Other than to the extent that the Majority Lenders notify the Successor Facility Agent in writing to the contrary before the Successor Facility Agent gives the notification described in paragraph (b) above, the Finance Parties authorise (but do not require) the Successor Facility Agent to give that notification. The Successor Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

REPRESENTATIONS

5.1

Facility Agreement representations

Each Obligor that is a party to the Facility Agreement makes the representations and warranties set out in clause 18 (representations) of the Facility Agreement, as amended and restated by this Deed and updated with appropriate modifications to refer to this Deed and, where appropriate, the Mortgage Assignment, by reference to the circumstances then existing on the date of Deed and on the Restatement Date.

5.2

Finance Document representations

Each Transaction Obligor makes the representations and warranties set out in the Finance Documents (other than the Facility Agreement) to which it is a party, as amended and supplemented by this Deed and updated with appropriate modifications to refer to this

Deed and, where appropriate, the Mortgage Assignment, by reference to the circumstances then existing on the date of this Deed and on the Restatement Date.

AMENDMENT AND RESTATEMENT OF FACILITY AGREEMENT AND OTHER FINANCE DOCUMENTS

6.1

Specific amendments to the Facility Agreement

With effect on and from the Restatement Date, the Facility Agreement shall be amended and restated in the form of the Amended and Restated Facility Agreement and, as so amended and restated, the Facility Agreement shall continue to be binding on each of the parties to it in accordance with its terms as so amended and restated.

6.2

Amendments to Finance Documents

With effect on and from the Restatement Date each of the Finance Documents other than the Facility Agreement, the Mortgage which is assigned by the Mortgage Assignment and the Account Security which is amended and acceded to by the Amendment and Accession to Account Pledge Agreement, shall be, and shall be deemed by this Deed to have been, amended as follows:

(a)

by construing references to the "Facility Agent" or "agent" throughout those Finance Documents as referring to the Successor Facility Agent rather than the Resigning Facility Agent;

(b)

by construing references to the "Security Agent", "Mortgagee" or "security trustee" throughout those Finance Documents as referring to the Successor Security Agent rather than the Resigning Security Agent;

(c)

the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement and those Finance Documents as amended and supplemented by this Deed;

(d)

the definition of, and references throughout each of the Finance Documents to, the Mortgage shall be construed as if the same referred to the Mortgage as assigned by the Mortgage Assignment;

(e)

the definition of, and references throughout each of the Finance Documents to, the Account Security shall be construed as if the same referred to the Account Security as amended and acceded to by the Amendment and Accession to Account Pledge Agreement; and

(f)

by construing references throughout each of the Finance Documents to "this Agreement", "this Deed" and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Deed.

6.3

Security Party Confirmation

On the Restatement Date, each Transaction Obligor:

(a)

confirms its acceptance of the Amended and Restated Facility Agreement;

(b)

agrees that it is bound as an Obligor (as defined in the Amended and Restated Facility Agreement);

(c)

confirms that the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if

the same referred to the Facility Agreement and those Finance Documents as amended, restated and/or supplemented by this Deed;

(d)

(in the case of the Guarantor) confirms that its guarantee and indemnity:

(i)

continues to have full force and effect on the terms of the Amended and Restated Facility Agreement; and

(ii)

extends to the obligations of the relevant Security Parties under the Finance Documents as amended, restated and/or and supplemented by this Deed.

6.4

Security confirmation

On the Restatement Date, each Transaction Obligor confirms that:

(a)

any Security created by it under the Finance Documents extends to the obligations of the relevant Obligors under the Finance Documents as amended, restated and/or and supplemented by this Deed;

(b)

the obligations of the relevant Transaction Obligor under the Amended and Restated Facility Agreement are included in the Secured Liabilities (as defined in the Security Documents to which it is a party); and

(c)

the Security created under the Finance Documents continues in full force and effect on the terms of the respective Finance Documents.

6.5

Finance Documents to remain in full force and effect

The Finance Documents shall remain in full force and effect and, on and from the Restatement Date:

(a)

in the case of the Facility Agreement as amended and restated pursuant to Clause 6.1 (Specific amendments to the Facility Agreement);

(b)

as amended and supplemented pursuant to Clause 6.2 (Amendments to Finance Documents);

(c)

the Facility Agreement and the applicable provisions of this Deed will be read and construed as one document; and

(d)

except to the extent expressly waived by the amendments effected by this Deed, no waiver is given by this Deed and the Lenders expressly reserve all their rights and remedies in respect of any breach of or other Default under the Finance Documents.

FURTHER ASSURANCE

7.1

Further assurance

Clause 20.25 (further assurance) of the Facility Agreement, as amended restated by this Deed, applies to this Deed as if it were expressly incorporated in it with any necessary modifications.

7.2

Delivery of original and copy documents

(a)

Each of the Resigning Facility Agent and the Resigning Security Agent has provided copies of all of the Finance Documents, including copies of any and all notices, supplemental agreements, amendments, addenda and any other documents relating to or connected with

any of the Finance Documents, in its possession, to the Successor Facility Agent or the Successor Security Agent (as applicable).

(b)

Within 20 Business Days of the date of this Deed, each of the Resigning Facility Agent the Resigning Security Agent shall deliver to the Successor Facility Agent or the Successor Security Agent (as applicable), all originals of the Finance Documents in their possession.

7.3

Further documents

(a)

The Resigning Facility Agent shall make available to the Successor Facility Agent such documents and records and provide such assistance as the Successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.

(b)

The Resigning Facility Agent shall, at the request of the Successor Facility Agent, do all such things and execute and deliver all such deeds, documents, memoranda, agreements or instruments as may be reasonably necessary to give effect to the provisions of this Deed.

(c)

The Resigning Security Agent shall make available to the Successor Security Agent such documents and records and provide such assistance as the Successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents.

(d)

The Resigning Security Agent shall, at the request of the Successor Security Agent, do all such things and execute and deliver all such deeds, documents, memoranda, agreements or instruments as may be reasonably necessary to give effect to the provisions of this Deed.

(e)

The Borrower shall, within 5 Business Days of demand, reimburse the Resigning Facility Agent and the Resigning Security Agent for the amount of all costs and expenses (including legal fees) incurred by each of them in making available such documents and records and providing such assistance.

ACKNOWLEDGEMENT BY TRANSACTION OBLIGORS AND FINANCE PARTIES

The Transaction Obligors and each of the Finance Parties, by their execution of this Deed, acknowledge that they have received notice of:

(a)

the appointment of the Successor Facility Agent and the transfer of its rights and obligations to the Successor Facility Agent under Clause 2 (Facility Facility Agent

8.2

Resignation of Resigning Facility Agent

With effect from the Restatement Date, the Resigning Facility Agent resigns from its role as Facility Agent under the Finance Documents.

8.3

Appointment of Successor Facility Agent

8.4

Release of Resigning Facility Agent

Documents (other than its obligations under paragraph (f) of clause 28.12 (resignation of the facility agent) of the Facility Agreement) in its capacity as Facility Agent.

8.5

Transfer of rights and obligations to the Successor Facility Agent

8.6

Undertaking by the Successor Facility Agent

8.7

Continuing indemnities

(a)

Security Agent); and

(b)

the appointment of the Successor Security Agent and the transfer of its rights and obligations to the Successor Security Agent under Clause 3 (Security Facility Agent

8.8

Resignation of Resigning Facility Agent

With effect from the Restatement Date, the Resigning Facility Agent resigns from its role as Facility Agent under the Finance Documents.

8.9

Appointment of Successor Facility Agent

8.10

Release of Resigning Facility Agent

8.11

Transfer of rights and obligations to the Successor Facility Agent

transferred to and assumed by the Successor Facility Agent, provided that the Successor Facility Agent shall not be responsible for any property, liabilities or obligations of the Resigning Facility Agent relating to or arising out of matters or events occurring before the Restatement Date.

8.12

Undertaking by the Successor Facility Agent

8.13

Continuing indemnities

(a)

Security Agent),

of this Deed and that each of them waives any notice, consultation or consent requirement (if any) under the Facility Documents or otherwise in connection with the:

(i)

resignation of the Resigning Facility Agent and the appointment of the Successor Facility Agent; or

(ii)

resignation of the Resigning Security Agent and the appointment of the Successor Security Agent.

VARIATIONS

This Deed may be varied only by a document signed by or for and on behalf of all Parties.

INVALIDITY

If, at any time, any provision of this Deed is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction:

(a)

the validity, legality and enforceability under the law of that jurisdiction of any other provision; and

(b)

the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision,

shall not be affected or impaired in any way.

COSTS AND EXPENSES

(a)

Clause 16.2 (amendment costs) of the Amended and Restated Facility Agreement, applies to this Deed as if it were expressly incorporated in it with any necessary modifications.

(b)

The Borrower shall pay to or, on the account of, the Resigning Facility Agent and the Resigning Security Agent the amount of all documented costs and expenses (including legal fees) reasonably incurred by each of them in connection with the negotiation, preparation, execution, administration and delivery of this Deed.

(c)

Nothing in this Deed shall affect any right of the Resigning Facility Agent or the Resigning Security Agent to receive:

(i)

reimbursement of its incurred but not yet settled expenses and any unpaid indemnity amounts under any Finance Document to the extent the Resigning Facility Agent or the Resigning Security Agent (as applicable) is entitled to such expenses and amounts under the terms of that Finance Document; and

(ii)

any other amount to which it is entitled pursuant to the provisions of this Deed or any other Finance Document.

NOTICES

12.1

Addresses

Clause 35 (notices) of the Facility Agreement applies to this Deed as if it were expressly incorporated in it with any necessary modifications save that the notice details of the following parties shall be as set out in this Clause 12.1 (Addresses):

(a)

in the case of the Successor Facility Agent:

Lucid Agency Services Limited

6th Floor, No 1 Building

1-5 London Wall Buildings

London Wall, London

United Kingdom

EC2M 5PG

Fax:	+ 44 2030024691
Email:	deals@lucid-ats.com
Attention:	Lucid Agency and Trustee Services

(b)

in the case of the Successor Security Agent:

Lucid Trustee Services Limited

6th Floor, No 1 Building

1-5 London Wall Buildings

London Wall, London

United Kingdom

EC2M 5PG

Fax:	+ 44 2030024691
Email:	deals@lucid-ats.com
Attention:	Lucid Agency and Trustee Services

COUNTERPARTS

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

GOVERNING LAW

This Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

ENFORCEMENT

15.1

English court jurisdiction

(a)

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed or any non—contractual obligation arising out of or in connection with this Deed) (a "Dispute").

(b)

The Parties accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)

This Clause 15.1 (English court jurisdiction) is for the benefit of the Finance Parties, the Successor Facility Agent and the Successor Security Agent only. As a result, none of the Finance Parties nor he Successor Facility Agent nor the Successor Security Agent shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties and/or and/or the Successor Facility Agent the Successor Security Agent may take concurrent proceedings in any number of jurisdictions.

15.2

Service of process

(a)

Without prejudice to any other mode of service allowed under any relevant law, each Transaction Obligor:

(i)

irrevocably appoints Messrs E. J. C. Album Solicitors, presently of Landmark House, 190 Willifield Way, London NW11 6YA, England (attention: Mr Edward Album, tel: +44 208 455 7653, fax: +44 208 457 5558 and email: ejca@mitgr.com as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii)

agrees that failure by a process agent to notify the relevant Transaction Obligor of the process will not invalidate the proceedings concerned.

(b)

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Transaction Obligors) must immediately (and in any event within 5 days of such event taking place) appoint another agent on terms acceptable to the Successor Facility Agent. Failing this, the Successor Facility Agent may appoint another agent for this purpose.

This Deed has been executed as a deed and delivered on the date stated at the beginning of this Deed.

SCHEDULE 1

THE LENDERS

Name of Original Lender	Commitment outstanding ($)	Address for Communication

EnTrusGlobal ICAV, for and on behalf of Blue Ocean Fund	9,224,718.24	EnTrustGlobal ICAV c/o EnTrust Global Partners Offshore LP 375 Park Avenue New York, NY 10152 Facsimile: +1 212 888 0751 Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com Attention: Svein Engh / Omer Donnerstein / Matthew Lux

Blue Ocean Onshore Fund LP	9,781,378.88	Blue Ocean Onshore Fund LP c/o EnTrust Global Partners Offshore LP 375 Park Avenue New York, NY 10152 Facsimile: +1 212 888 0751 Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com Attention: Svein Engh / Omer Donnerstein / Matthew Lux

Blue Ocean Investments SPC, for and on behalf of Segregated Portfolio One	3,893,902.88	Blue Ocean Investments SPC c/o EnTrust Global Partners Offshore LP 375 Park Avenue New York, NY 10152 Facsimile: +1 212 888 0751 Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com Attention: Svein Engh / Omer Donnerstein / Matthew Lux

SCHEDULE 2

CONDITIONS PRECEDENT

Transaction Obligors and Collateral Guarantors

1.1

Documents of the kind specified at paragraph 1 in Part A of Schedule 2 of the Facility Agreement.

1.2

A Certificate of Goodstanding in respect of each Transaction Obligor and each Collateral Guarantor.

Finance Documents

2.1

A duly executed original of this Deed.

2.2

A duly executed original of the Fee Letter.

2.3

Duly executed originals of the Intercreditor Agreement and the Collateral Intercreditor Agreement.

2.4

A duly executed original of the Mortgage Assignment together with documentary evidence that the Mortgage Assignment has been duly recorded as a valid assignment of the Mortgage in respect of the Ship in accordance with the laws of the Approved Flag.

2.5

A duly executed original of the Amendment and Accession to Account Pledge Agreement.

2.6

Duly executed (where appropriate) originals of the New Shares Pledge Deliverables.

Collateral Ships and other security

3.1

A duly executed original of each Collateral Guarantee, each Collateral Security Document and of each document to be delivered under or pursuant to each of them together with documentary evidence that each Collateral Mortgage has been duly registered or, as the case may be, recorded as a valid second preferred ship mortgage in accordance with the laws and flag of the Republic of the Marshall Islands.

3.2

Documentary evidence that each Collateral Ship:

(a)

is definitively and permanently registered in the name of the relevant Collateral Guarantor under the flag of the Republic of the Marshall Islands;

(b)

is in the absolute and unencumbered ownership of the relevant Collateral Guarantor save as contemplated by the Finance Documents;

(c)

(d)

is insured in accordance with the provisions of the Amended and Restated Facility Agreement and all requirements in the Amended and Restated Facility Agreement in respect of insurances have been complied with.

3.3

Documents establishing that each Collateral Ship is managed commercially by the Approved Commercial Manager and technically by the Approved Technical Manager on terms acceptable to the Successor Facility Agent acting with the authorisation of all of the Lenders, together with:

(a)

a Collateral Manager's Undertaking for each of the Approved Technical Manager and the Approved Commercial Manager; and

(b)

copies of the Approved Technical Manager's Document of Compliance and of each Collateral Ship's Safety Management Certificate (together with any other details of the applicable Safety Management System which the Successor Facility Agent requires) and of any other documents required under the ISM Code and the ISPS Code in relation to each Collateral Ship including without limitation an ISSC.

Legal opinions

4.1

A legal opinion of Watson Farley & Williams, legal advisers to the Successor Facility Agent and the Successor Security Agent in England, substantially in the form distributed to the Original Lenders before signing this Deed.

4.2

A legal opinion of Watson Farley & Williams LLP, New York, legal advisers to the Successor Facility Agent and the Successor Security Agent in the Marshall Islands and Liberia, substantially in the form distributed to the Original Lenders before signing this Deed.

Insurances

An acknowledgment or confirmatory Letter of Undertaking from (i) the Approved Brokers and (ii) any protection and indemnity club or war risks association through or with whom any Insurances in respect of the Ship are placed or effected in respect of the transfer of the assignment of the Insurances from the Resigning Security Agent to the Successor Security Agent, in each case in form acceptable to the Successor Facility Agent.

Other documents and evidence

6.1

In respect of any Charter of the Ship in excess of 13 months, an acknowledgment from the relevant charterer that the applicable Charter Assignment has been transferred from the Resigning Security Agent to the Successor Security Agent, in form acceptable to the Successor Facility Agent.

6.2

Evidence that any process agent referred to in Clause 15.2 (Service of process) has accepted its appointment.

6.3

6.4

Such evidence as the Successor Facility Agent may require for the Finance Parties to be able to satisfy each of their "know your customer" or similar identification procedures in relation to the transactions contemplated by the Finance Documents.

6.5

Evidence that the fees, costs and expenses then due from the Borrower pursuant to (i) Clause 11 (Costs and expenses), (ii) the Fee Letter and (iii) clause 11.1 (agency fee) of the Facility Agreement and due to the Resigning Facility Agent and Resigning Security Agent have been paid or will be paid by the Restatement Date.

6.6

Evidence satisfactory to the Successor Facility Agent that the conditions precedent pursuant to clauses 4.1 and 4.2 (conditions precedent) of the Collateral Facility Agreement have been satisfied.

EXECUTION PAGES

LENDERS

EXECUTED as a DEED	)
by Konstantinos Mexias	) /s/ Konstantinos Mexias
duly authorized	)
for and on behalf of	)
ENTRUSTGLOBAL ICAV	)
for and on behalf of	)
BLUE OCEAN FUND	)
By: EnTrust Global Partners Offshore LP	)
as its Investment Advisor	)
in the presence of:	)

Witness' signature:	)
Witness' name: Maria Eleni Kossyfa	) /s/ Maria Eleni Kossyfa
Witness' address:	)
WATSON FARLEY & WILLIAMS
348 SYNGROU AVENUE
KALLITHEA 176 74
ATHENS - GREECE

EXECUTED as a DEED	)
by Konstantinos Mexias	) /s/ Konstantinos Mexias
duly authorised	)
for and on behalf of	)
BLUE OCEAN ONSHORE FUND LP	)
By: Blue Ocean GP LLC	)
as its General Partner	)
in the presence of:	)

Witness' signature:	) /s/ Maria Eleni Kossyfa
Witness' name: Maria Eleni Kossyfa	)
Witness' address:	)
WATSON FARLEY & WILLIAMS
348 SYNGROU AVENUE
KALLITHEA 176 74
ATHENS - GREECE

EXECUTED as a DEED	)
by Konstantinos Mexias	) /s/ Konstantinos Mexias
duly authorised	)
for and on behalf of	)
BLUE OCEAN INVESTMENTS SPC	)
for and on behalf of	)
SEGREGATED PORTFOLIO ONE	)
By: EnTrust Global Partners Offshore LP	)
as its Investment Advisor	)
in the presence of:	)

Witness' signature:	) /s/ Maria Eleni Kossyfa
Witness' name: Maria Eleni Kossyfa	)
Witness' address:	)
WATSON FARLEY & WILLIAMS
348 SYNGROU AVENUE
KALLITHEA 176 74
ATHENS - GREECE

RESIGNING FACILTY AGENT

EXECUTED as a DEED	)
by Annmarie Warren	) /s/ Annmarie Warren
duly authorised	)
for and on behalf of	)
WILMINGTON TRUST,	)
NATIONAL ASSOCIATION	)
in the presence of:	)

Witness' signature:	)
Witness' name: William Warren	) /s/ William Warren
Witness' address: 10410 34^th PINE	)
St. Michael, MN 55376
USA

SUCCESSOR FACILITY AGENT

EXECUTED as a DEED	)
by Paul Barton	) /s/ Paul Barton
duly authorised	) Director
for and on behalf of	)
LUCID AGENCY SERVICES LIMITED	)
in the presence of:	)

Witness' signature:	)
Witness' name: Sarah Barton	) /s/ Sarah Barton
Witness' address: Little Kingshill, England	)

RESIGNING SECURITY AGENT

EXECUTED as a DEED	)
by Annmarie Warren	) /s/ Annmarie Warren
duly authorised	)
for and on behalf of	)
WILMINGTON TRUST,	)
NATIONAL ASSOCIATION	)
in the presence of:	)

Witness' signature:	)
Witness' name: William Warren	) /s/ William Warren
Witness' address: 10410 34^th PINE	)
St. Michael, MN 55376
USA

SUCCESSOR SECURITY AGENT

EXECUTED as a DEED	)
by Paul Barton	) /s/ Paul Barton
duly authorised	) Director
for and on behalf of	)
LUCID TRUSTEE	)
SERVICES LIMITED	)
in the presence of:	)

Witness' signature:	)
Witness' name: Sarah Barton	) /s/ Sarah Barton
Witness' address: Little Kingshill, England	)

BORROWER

EXECUTED as a DEED	)
for and on behalf of	)
LORD OCEAN NAVIGATION CO.	)
by: Stamatios Tsantanis	) /s/ Stamatios Tsantanis
its: Attorney-in-fact	)
in the presence of:	)

Witness' signature:	)
Witness' name: Maria Moschopoulou	) /s/ Maria Moschopoulou
Witness' address:	)
154 Vouliagmenis Avenue
16674 Glyfada, Athens Greece

GUARANTOR

EXECUTED as a DEED	)
for and on behalf of	)
SEANERGY MARITIME HOLDINGS CORP.	)
by Stamatios Tsantanis	) /s/ Stamatios Tsantanis
its: Attorney-in-fact	)
in the presence of:	)

Witness' signature:	)
Witness' name: Maria Moschopoulou	) /s/ Maria Moschopoulou
Witness' address:	)
154 Vouliagmenis Avenue
16674 Glyfada, Athens Greece

SHAREHOLDER

EXECUTED as a DEED	)
for and on behalf of	)
EMPEROR HOLDING LTD.	)
by Stamatios Tsantanis	) /s/ Stamatios Tsantanis
its: Attorney-in-fact	)
in the presence of:	)

Witness' signature:	)
Witness' name: Maria Moschopoulou	) /s/ Maria Moschopoulou
Witness' address:	)
154 Vouliagmenis Avenue
16674 Glyfada, Athens Greece

APPENDIX

FORM OF AMENDED AND RESTATED FACILITY AGREEMENT (MARKED TO INDICATE AMENDMENTS)

Amendments are indicated as follows:

additions are indicated by underlined text in blue; and

deletions are shown by strike-through text in red.

Conformed copy

~~Dat~~e~~d Jun~~e ~~201~~8

~~US$24,500,000~~

~~TERM LOAN~~ FACILITY

LORD OCEAN NAVIGATION CO.
as Borrower

and

SEANERGY MARITIME HOLDINGS CORP,
as Guarantor

and

WILMI~~NGTON TRUST, NAT~~I~~ONAL ASSOC~~IATION
LUCID AGENCY SERVICES LIMITED
as Facility Agent

and

WILMI~~NGTON TRUST, NAT~~I~~ONAL ASSOC~~IATION

LUCID TRUSTEE SERVICES LIMITED
as Security Agent

FACILITY AGREEMENT DATED 11 JUNE 2018 AS AMENDED AND RESTATED BY A RESIGNATION,
APPOINTMENT, AMENDMENT AND RESTATEMENT DEED DATED 15 JULY 2020

	WATSON FARLEY	WATSON FARLEY
	&	&
	WILLIAMS	WILLIAMS

relating to ~~the refinancing~~ a term loan facility of (originally) up to $24,500,000
to refinance certain existing indebtedness

secured on m.v. "LORDSHIP"

Index

Clause		Page

Section 1 Interpretation		2
1	Definitions and Interpretation	2
Section 2 The Facility		2532
2	The Facility	2532
3	Purpose	2532
4	Conditions of Utilisation	2633
Section 3 Utilisation		2734
5	Utilisation	2734
Section 4 Repayment, Prepayment, Cancellation and Put Option		2936
6	Repayment	2936
7	Prepayment and Cancellation	2936
8	Put Option	3438
Section 5 Costs of Utilisation		3542
9	Interest	3542
10	Interest Periods	3642
11	Fees	3643
Section 6 Additional Payment Obligations		3744
12	Tax Gross Up and Indemnities	3744
13	Increased Costs	4448
14	Other Indemnities	4350
15	Mitigation by the Finance Parties	4653
16	Costs and Expenses	4653
Section 7 Guarantee		4855
17	Guarantee and Indemnity	4855
Section 8 Representations, Undertakings and Events of Default		5458
18	Representations	5458
19	Information Undertakings	5764
20	General Undertakings	6469
21	Insurance Undertakings	6875
22	Ship Undertakings	7381
23	Valuations	7986
24	Earnings Account and Application of Earnings	7987
25	Events of Default	8088
Section 9 Changes to Parties		8694
26	Changes to the Lenders	8694
27	Changes to the Transaction Obligors	9199
Section 10 The Finance Parties		92100
28	The Facility Agent	92100
29	The Security Agent	~~103~~111
30	Conduct of Business by the Finance Parties	~~118~~127
31	Sharing among the Finance Parties	~~119~~127
Section 11 Administration		~~121~~129
32	Payment Mechanics	~~121~~129
33	Set-Off	~~124~~132
34	Bail-In	~~124~~132
35	Notices	~~124~~132
36	Calculations and Certificates	~~127~~135

37	Partial Invalidity	~~127~~135
38	Remedies and Waivers	~~127~~135
39	Settlement or Discharge Conditional	~~127~~135
40	Irrevocable Payment	~~127~~135
41	Amendments and Waivers	~~128~~136
42	Confidential Information	~~130~~139

43	~~Confidcntiality of Funding Rates~~	~~142~~

4443	Counterparts	~~135~~144
Section 12 Governing Law and Enforcement		~~136~~145
4544	Governing Law	~~136~~145
4645	Enforcement	~~136~~145
4746	Patriot Act Notice	~~136~~145

Schedules

Schedule 1 The Parties		~~138~~147
	Part A The Obligors	~~138~~147
	Part B The Original Lenders	~~139~~148
	Part C The Servicing Parties	~~140~~150
Schedule 2 Conditions Precedent		~~141~~151
	Part A Conditions precedent to Utilisation Request	~~141~~151
	Part B Conditions precedent to Utilisation	~~143~~153
Schedule 3 Requests		~~145~~155
	Utilisation Request	~~145~~155
Schedule 4 Form of Transfer Certificate		~~147~~157
Schedule 5 Form of Assignment Agreement		~~149~~160
Schedule 6 Repayment Schedule		~~152~~163
Schedule 7 Timetables		~~153~~164

Execution

Execution Pages		~~154~~165

Conformed copy

THIS AGREEMENT is made on 11 June 2018 as amended and restated on the Restatement Date by a Resignation, Appointment, Amendment and Restatement Deed dated ¹⁵ July 2020

PARTIES

(1)

LORD OCEAN NAVIGATION CO., a corporation incorporated in the Republic of Liberia whose I registered ~~offic~~e address is at 80 Broad Street, Monrovia, Liberia as borrower (the "Borrower")

(2)

SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in the Republic of the | Marshall Islands whose registered ~~offic~~e address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as guarantor (the "Guarantor")

(3)

THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as lenders (the "Original Lenders")

(4)

WILMI~~NGTON TRUST, NAT~~I~~ONAL ASSOC~~IATION LUCID AGENCY SERVICES LIMITED as agent of the other Finance Parties (the "Facility Agent")

(5)

WILMI~~NGTON TRUST, NAT~~I~~ONAL ASSOC~~IATION LUCID TRUSTEE SERVICES LIMITED as security agent for the Secured Parties (the "Security Agent")

BACKGROUND

(A)

The Lenders ~~have~~ agreed to make available to the Borrower a senior secured term loan facility of (originally) US$24,500,000 for the purpose of refinancing part of the Existing Indebtedness in respect of the Ship.

(B)

The principal amount of the Loan outstanding as at the date of the Resignation, Appointment, Amendment and Restatement Deed is US$22,900,000.

(C)

By the Resignation, Appointment, Amendment and Restatement Deed, the Finance Parties agreed to certain amendments to this Agreement and the other Finance Documents for the purposes of, amongst other things:

(i)

the granting of certain security documentation and cross-guarantees in favour of the Security Agent and the entry into certain security documentation by the Borrower, as required by the Lenders to implement the cross-collateralisation of the Security under the Security Documents with certain Security executed or to be executed in connection with the Collateral Facility Agreement; and

(ii)

the resignation of Wilmington Trust, National Association as facility agent and security agent and appointment of the Facility Agent and the Security Agent as facility agent and security agent respectively.

(D)

This Agreement sets out the terms and conditions of the continued availability of the Facility by the Lenders to the Borrower as amended and restated by the Resignation, Appointment, Amendment and Restatement Deed.

OPERATIVE PROVISIONS

SECTION 1

INTERPRETATION

DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement:

"Account Bank" means Alpha Bank S.A. acting through its office at Piraeus, Greece or any replacement bank or other financial institution as may be approved by the Facility Agent acting with the authorisation of the Majority Lenders.

"Account Security" means a document creating Security over the Earnings Account in agreed form.

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Approved Brokers" means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

"Approved Classification" means ~~I* Hu~~ll *Mach with the;

(a)

in respect of the Ship, I* Hull *Mach;

(b)

in respect of Collateral Ship A, Al, Bulk Carrier, BC-A holds, 2, 4, 6&8 may be empty, ESP, AMS, ACCU; and

(g)

in respect of Collateral Ship B, Al, Bulk Carrier, BC-A holds, 2, 4, 6, 8 may be empty, (no MP), ESP, AMS, ACCU,

with an Approved Classification Society or the equivalent classification with another Approved Classification Society.

"Approved Classification Society" means ~~Bureau V~~e~~ritas~~;

(a)

in respect of the Ship, Bureau Veritas; and

(b)

in respect of a Collateral Ship, American Bureau of Shipping,

or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

"Approved Commercial Manager" means:

(a)

Fidelity Marine;

(b)

Seanergy Management; or

(c)

a direct or indirect wholly owned subsidiary of the Guarantor; or

(d)

~~(c)~~any other person not being a wholly owned Subsidiary of the Guarantor approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders as the commercial manager of the Ship, or as the case may be, a Collateral Ship.

"Approved Flag" means ~~the~~ fl~~ag of th~~e Re~~pub~~l~~ic of Lib~~e~~ria~~ ;

(a)

in respect of the Ship, the flag of the Republic of Liberia; and

(b)

in respect of a Collateral Ship, the flag of the Republic of the Marshall Islands,

or such other flag approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders, such approval not to be unreasonably withheld or delayed.

"Approved Manager" means the Approved Commercial Manager or the Approved Technical Manager.

"Approved Technical Manager" means ~~V.Ships or any oth~~e~~r p~~e~~rson~~;

(a)

V.Ships;

(b)

a direct or indirect wholly owned subsidiary of the Guarantor; or

(c)

any other person not being a wholly owned Subsidiary of the Guarantor approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders as the technical manager of the Ship, or as the case may be, a Collateral Ship.

"Approved Valuer" means Clarksons Valuations Limited, Braemar ACM Valuations Limited, Simpson Spence & Young Valuations Services Ltd, Arrow Research Limited, Fearnleys Shipbrokers A/S (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

"Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee and the Facility Agent (acting with the authorisation of the Majority Lenders).

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

"Availability Period" means the period from and including the date of this Agreement to and including 30 June 2018.

"Available Commitment" means a Lender's Commitment minus:

(a)

the amount of its participation in the outstanding Loan; and

(b)

in relation to any proposed Utilisation, the amount of its participation in the Loan that is due to be made on or before the proposed Utilisation Date.

"Available Facility" means the aggregate for the time being of each Lender's Available Commitment.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means:

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 ~~of Dir~~e~~ctiv~~e ~~2014/59/EU~~ e~~stab~~l~~ishing a fram~~e~~work for th~~e re~~cov~~e~~ry and r~~esol~~ution of cr~~e~~dit institutions and inv~~e~~stm~~e~~nt firms~~BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b)

in relation to any state other ~~state~~than such an EEA Member Country or the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

"Borrower Collateral Guarantee" means a collateral guarantee to be granted by (i) the Borrower in favour of (ii) the Collateral Security Agent in relation to the obligations of, amongst others, the Collateral Guarantors as joint and several borrowers under the Collateral Facility Agreement.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York and Athens.

"Buyer" means an entity nominated by the Lenders as the purchaser of the Ship from the Borrower under the Sale Contract, which shall be beneficially owned by each Lender in a proportion equal to the proportion borne by its participation in the Loan to the aggregate principal amount of the Loan outstanding as at the date on which the Borrower validly exercises a Put Option and, in the case of the Year-5 Put Option, the Extension Option is not exercised.

"Charter" means-, in relation to the Ship or, as the case may be, a Collateral Ship any charter relating to the Ship or that Collateral Ship, or other contract for its employment, whether or not already in existence.

"Charter Assignment" means the assignment creating Security over any Charter which is for a term which exceeds 13 months (including any optional extensions and any redelivery allowance) and any Charter Guarantee in agreed form.

"Charter Guarantee" means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

"Code" means the US Internal Revenue Code of 1986.

"Collateral Account" means the Collateral Guarantor A Earnings Account, or the Collateral Guarantor B Earnings Account.

"Collateral Account Security" means a document creating second priority Security over each Collateral Account in agreed form.

"Collateral Charter" means any Charter which exceeds 13 months (including any optional extensions and any redelivery allowance).

"Collateral Charter Assignment" means Collateral Charter Assignment A or Collateral Charter Assignment B.

"Collateral Charter Assignment A" means any assignment creating second priority Security over any Collateral Charter and any Collateral Charter Guarantee relating to Collateral Ship A between (i) Collateral Guarantor A and (ii) the Security Agent as security for the obligations of Collateral Guarantor A under Collateral Guarantee A, in agreed form.

"Collateral Charter Assignment B" means any assignment creating second priority Security over any Collateral Charter and any Collateral Charter Guarantee relating to Collateral Ship B between (i) Collateral Guarantor B and (ii) the Security Agent as security for the obligations of Collateral Guarantor A under Collateral Guarantee B, in agreed form.

"Collateral Charter Guarantee" means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Collateral Charter.

"Collateral Event of Default" has the meaning given to the term "Event of Default" in the Collateral Facility Agreement.

"Collateral Facility Agent" means Lucid Agency Services Limited as agent of the Collateral Finance Parties.

"Collateral Facility Agreement" means the facility agreement dated ¹⁵ July 2020 and made between, amongst others, (i) the Collateral Guarantors as joint and several borrowers, (ii) the Guarantor as guarantor, (iii) certain financial institutions listed therein as lenders, (iv) the Collateral Facility Agent and (v) the Collateral Security Agent.

"Collateral Finance Parties" means the "Finance Parties" defined in the Collateral Facility Agreement.

"Collateral General Assignment" means Collateral General Assignment A or Collateral General Assignment B.

"Collateral General Assignment A" means a second priority general assignment in respect of the Earnings, Insurances and Requisition Compensation relating to Collateral Ship A between (i) Collateral Guarantor A and (ii) the Security Agent as security for the obligations of Collateral Guarantor A under Collateral Guarantee A, in agreed form.

"Collateral General Assignment B" means a second priority general assignment in respect of the Earnings, Insurances and Requisition Compensation relating to Collateral Ship B between (i) Collateral Guarantor B and (ii) the Security Agent as security for the obligations of Collateral Guarantor B under Collateral Guarantee B, in agreed form.

"Collateral Guarantee" means Collateral Guarantee A or Collateral Guarantee B.

"Collateral Guarantee A" means a collateral guarantee granted by Collateral Guarantor A in favour of the Security Agent, in relation to the obligations of, amongst others, the Borrower under the Facility Agreement, in agreed form.

"Collateral Guarantee B" means a collateral guarantee granted by Collateral Guarantor B in favour of the Security Agent, in relation to the obligations of, amongst others, the Borrower under the Facility Agreement, in agreed form.

"Collateral Guarantor" means Collateral Guarantor A or Collateral Guarantor B.

"Collateral Guarantor A" means Sea Glorius Shipping Co., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands.

"Collateral Guarantor A Earnings Account" means:

(a)

an account in the name of Collateral Guarantor A with the Account Bank designated "Sea Glorius Shipping Co. - USD Earnings Account"; or

(b)

any other account in the name of Collateral Guarantor A with the Account Bank which may, with the prior written consent of the Facility Agent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or

(c)

any sub-account of any account referred to in paragraphs (a) or (b) above.

"Collateral Guarantor B" means Sea Genius Shipping Co., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands.

"Collateral Guarantor B Earnings Account" means:

(a)

an account in the name of Collateral Guarantor B with the Account Bank designated "Sea Genius Shipping Co. - USD Earnings Account"; or

(b)

any other account in the name of Collateral Guarantor B with the Account Bank which may, with the prior written consent of the Facility Agent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or

(c)

any sub-account of any account referred to in paragraphs (a) or (b) above.

"Collateral Intercreditor Agreement" means the intercreditor agreement entered or to be entered into between, amongst others, (i) the Collateral Guarantors and the Guarantor as debtors, (ii) the Collateral Security Agent as senior security agent and (iii) the Security Agent as junior security agent, in agreed form.

"Collateral Mortgage" means Collateral Mortgage A or Collateral Mortgage B.

"Collateral Mortgage A" means a second preferred Marshall Islands mortgage over Collateral Ship A to be granted by (i) Collateral Guarantor A in favour of (ii) the Security Agent as security for the obligations of Collateral Guarantor A under Collateral Guarantee A, in agreed form.

"Collateral Mortgage B" means a second preferred Marshall Islands mortgage over Collateral Ship B to be granted by (i) Collateral Guarantor B in favour of (ii) the Security Agent as security for the obligations of Collateral Guarantor B under Collateral Guarantee B, in agreed form.

"Collateral Security Agent" means Lucid Trustee Services Limited as security agent of the Collateral Secured Parties.

"Collateral Security Documents" means each Collateral Account Security, each Collateral Charter Assignment, each Collateral General Assignment, each Collateral Guarantee, each Collateral Manager's Undertaking, each Collateral Mortgage and each Collateral Shares Security.

"Collateral Secured Parties" means the "Secured Parties" defined in the Collateral Facility Agreement.

"Collateral Shares Security" means Collateral Shares Security A or Collateral Shares Security B.

"Collateral Shares Security A" means a document to be executed by the Guarantor as shareholder creating second priority Security over the shares in Collateral Guarantor A in agreed form.

"Collateral Shares Security B" means a document to be executed by the Guarantor as shareholder creating second priority Security over the shares in Collateral Guarantor B in agreed form.

"Collateral Ship" means Collateral Ship A or Collateral Ship B.

"Collateral Ship A" means the 2004-built Capesize bulk carrier, having IMO Number 9266944 and registered in the name of Collateral Guarantor A under the Marshall Islands flag with the name "GLORIUSHIP".

"Collateral Ship B" means the 2010-built Capesize bulk carrier, having IMO Number 9398759 and registered in the name of Collateral Guarantor B under the Marshall Islands flag with the name "GENIUSHIP".

"Commercial Management Agreement" means-, in relation to the Ship or, as the case may be a Collateral Ship, the agreement entered into between the Borrower or relevant Collateral Guarantor which is the owner of the Ship or that Collateral Ship and the Approved Commercial Manager regarding the commercial management of the Ship or, as the case may be, that Collateral Ship.

"Commitment" means:

(a)

in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Part B of Schedule 1 (The Parties) and the amount of any other Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Confidential Information" means all information relating to any Transaction Obligor, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a)

any Transaction Obligor or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Transaction Obligor or any of its advisers,

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 42 (Confidential Information); or

(B)

is identified in writing at the time of delivery as non-confidential by any Transaction Obligor or any of its advisers; or

(C)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with a Transaction Obligor and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality~~; and~~.

~~(ii)~~

~~any Funding Rate~~.

"Confidentiality Undertaking" means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrower and the Facility Agent.

"Corresponding Debt" means any amount, other than any Parallel Debt, which an Obligor owes to a Secured Party under or in connection with the Finance Documents.

"Deed of Release" means a deed releasing the Existing Security and the undertakings, obligations and liabilities (including any indemnities) of the Borrower in connection with the Existing Indebtedness in a form acceptable to the Facility Agent (acting on the instructions of the Majority Lenders).

"Default" means an Event of Default or a Potential Event of Default.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

"Dispute" has the meaning given to it in Clause ~~46.1~~ 45.1 (Jurisdiction).

"Disruption Event" means either or both of:

(a)

(b)

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

"Document of Compliance" has the meaning given to it in the ISM Code.

"~~dollars~~Dollars" and "$" mean the lawful currency, for the time being, of the United States of America.

"Earnings" means-, in relation to the Ship or, as the case may be, a Collateral Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower or a Collateral Guarantor or the Security Agent and which arise out of or in connection with or relate to the use or operation of the Ship or, as the case may be that Collateral Ship, including (but not limited to):

(a)

(i)

all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;

(ii)

the proceeds of the exercise of any lien on sub-freights;

(iii)

compensation payable to the Borrower or, as the case may be a Collateral Guarantor or the Security Agent in the event of requisition of the Ship or, as the case may be, that Collateral Ship for hire or use;

(iv)

remuneration for salvage and towage services;

(v)

demurrage and detention moneys;

(vi)

without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship or, as the case may be that Collateral Ship:

(vii)

all moneys which are at any time payable under any Insurances in relation to loss of hire;

(viii)

all monies which are at any time payable to the Borrower or, as the case may be a Collateral Guarantor in relation to general average contribution; and

(b)

if and whenever the Ship or, as the case may be that Collateral Shin is employed on terms whereby any moneys falling within sub-paragraphs (i) to (viii) of paragraph (a) above 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 the Ship or, as the case may be that Collateral Ship.

"Earnings Account" means:

(a)

an account in the name of the Borrower with the Account Bank designated "Lord Ocean Navigation Co. - USD Earnings Account"; or

(b)

any other account in the name of the Borrower with the Account Bank which may, with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders), be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or

(c)

any sub-account of any account referred to in paragraphs (a) or (b) above.

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

"Environmental Claim" means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, "claim" includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, 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:

(a)

any release, emission, spill or discharge of Environmentally Sensitive Material whether within a Ship or, as the case may be, a Collateral Ship or from a Ship or, as the case may be, a Collateral Ship into any other vessel or into or upon the air, sea, land or soils (including the seabed) or surface water; or

(b)

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than the Ship or, as the case may be, a Collateral Ship and which involves a collision between the Ship or, as the case may be, a Collateral Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Ship or, as the case may be, a Collateral Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Ship and/or any Collateral Ship and/or any Transaction Obligor and/or any operator or manager of the Ship or, as the case may be, a Collateral Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or

surface water otherwise than from the Ship or, as the case may be, a Collateral Ship and in connection with which the Ship or, as the case may be, a Collateral Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of the Ship or, as the case may be, a Collateral Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

"Environmental Law" means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

"Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances 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.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor thereto.

"ERISA Affiliate" means each person (and defined in Section 3(9) of ERISA) which together with the Borrower would be deemed to be a "single employer" within the meaning of Section 414(b), (c), (m) or (o) of the Code.

"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

"Event of Default" means any event or circumstance specified as such in Clause 25 (Events of Default).

~~"Executive Order"~~ ~~means an executive order issued by the President of the United States of America.~~

"Existing Facility Agreement" means the facility agreement dated 28 November 2016 and entered into between, amongst other, the Borrower and another entity as joint and several borrowers and the "Facility Agent" as such term is defined therein, to finance, among others, the acquisition of the Ship.

"Existing Indebtedness" means, at any date, any outstanding Financial Indebtedness on that date under or in connection with the Existing Facility Agreement.

"Existing Lender" has the meaning given to it in Clause 26.1 (Assignments and transfers by the Lenders).

"Existing Security" means any Security created to secure the Existing Indebtedness.

"Extended Termination Date" means the date falling on the seventh anniversary of the Utilisation Date.

"Extension Option" has the meaning given to it in Clause 8.2 (Extension Option).

"Facility" means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

"Facility Office" means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

"FATCA" means:

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

"FATCA Application Date" means:

(a)

in relation to a "withholdable payment" described in section 1473(l)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

~~(b)~~

in relation to a "withholdable payment" described in section 1473(l)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

(b)

~~(c)~~in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within ~~paragraphs (a) or (b~~paragraph (a) above, ~~1 January 2019,~~the first date from which such payment may become subject to a deduction or withholding required by FATCA.

~~or, in~~ e~~ach case, such oth~~e~~r dat~~e ~~from which such paym~~e~~nt may b~~e~~com~~e ~~subj~~e~~ct to a d~~e~~duction or withho~~l~~ding r~~e~~quir~~e~~d by FATCA as a r~~esul~~t of any chang~~e ~~in FATCA aft~~e~~r th~~e ~~dat~~e ~~of this Agr~~eeme~~nt.~~

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

~~"FATCA FFI" means a foreign financial institution as defined in section ld71(d)(d) of the Code which, if any Finance Party is not a FATCA Exempt Party, could be required to make a FATCA Deduction.~~

"Fee Letter" means any letter or letters dated on or about the date of ~~this Agreement~~ the Resignation, Appointment, Amendment and Restatement Deed between any of the Facility Agent and the Security Agent and any Obligor setting out any of the fees referred to in Clause 11.1-(Fees (Agency fee).

"Fidelity Marine" means Fidelity Marine Inc., a corporation incorporated and existing under I the laws of the Republic of the Marshall Islands whose registered ~~offic~~e address is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands.

"Finance Document" means:

(a)

this Agreement;

(b)

the Resignation, Appointment, Amendment and Restatement Deed;

(c)

~~(b)~~the Utilisation Request;

(d)

the Intercreditor Agreement;

(e)

the Collateral Intercreditor Agreement;

(f)

any Collateral Guarantee;

(g)

~~(c)~~any Security Document;

(h)

any Collateral Security Documents;

(i)

~~(d)~~any Fee Letter;

(j)

~~(e)~~any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or

(k)

~~(f)~~any other document designated as such by the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrower.

"Finance Party" means the Facility Agent, the Security Agent or a Lender.

"Financial Indebtedness" means any indebtedness for or in relation to:

(a)

moneys borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)

(g)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any

derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

(h)

any counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i)

the amount of any liability in relation to any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

"GAAP" means generally accepted accounting principles in the US including IFRS.

"General Assignment" means-, in relation to the Ship, the general assignment creating Security over the Earnings, the Insurances and any Requisition Compensation in agreed form.

"Group" means the Guarantor and its Subsidiaries for the time being.

"Holding Company" means, in relation to a person, any other person in relation to which it is a Subsidiary.

"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

"Indemnified Person" means:

(a)

for the purposes of Clause 14.2 (Other indemnities), each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate;

(b)

for the purposes of Clause 14.3 (Indemnity to the Facility Agent), the Facility Agent, each Affiliate of the Facility Agent and each director, officer and employee; and

(c)

for the purposes of Clause 14.4 (Indemnity to the Security Agent), the Security Agent and every Receiver and Delegate, each Affiliate of the Security Agent, Receiver and Delegate and each director, officer and employee.

"Intercreditor Agreement" means the intercreditor agreement between, amongst others, (i) the Borrower and the Guarantor as debtors, (ii) the Security Agent as senior security agent and (iii) the Collateral Security Agent as junior security agent, in agreed form.

"Initial Termination Date" means the date falling on the fifth anniversary of the Utilisation Date.

"Insurances" means, in relation to the Ship or, as the case may be, a Collateral Ship:

(a)

all policies and contracts of insurance, including entries of the Ship or, as the case may be, that Collateral Ship in any protection and indemnity or war risks association, effected in relation to the Ship or, as the case may be, that Collateral Ship, the Earnings or otherwise in relation to the Ship or, as the case may be, that Collateral Ship whether before, on or after the date of this Agreement; and

(b)

all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any

claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.

"Interest Payment Date" has the meaning given to it in Clause 9.2 (Payment of interest).

"Interest Rate" means, in relation to an Interest Period, the rate equal to the amount of interest payable in relation to that Interest Period expressed as a percentage of the opening balance of the Loan as at the first date of that Interest Period, in each case as specified in the Repayment Schedule.

"Interest Period" means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 10 {Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest).

"ISM Code" means the International Safety Management Code for the Safe Operation of ~~Ship~~ Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

"ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

"ISSC" means an International Ship Security Certificate issued under the ISPS Code.

"Lender" means:

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 26 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with this Agreement.

"LIBOR" means the applicable Screen Rate as of the Specified Time for dollars and for a period equal to one month.

"LMA" means the Loan Market Association.

"Loan" means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a "part of the Loan" means any part of the Loan as the context may require.

"Major Casualty" means any casualty to the Ship or, as the case may be, a Collateral Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $750,000 or the equivalent in any other currency.

"Majority Lenders" means:

(a)

if the Loan has not yet been advanced, a Lender or Lenders whose Commitments aggregate more than 66% per cent, of the Total Commitments; or

(b)

at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66% per cent, of the amount of the Loan then outstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 66% per cent, of the Loan immediately before such repayment.

"Management Agreement" means the Technical Management Agreement or the Commercial Management Agreement.

"Manager's Undertaking" means, in relation to an Approved Manager, a letter of undertaking from that Approved Manager subordinating the rights of that Approved Manager against the Ship and the Borrower to the rights of the Finance Parties in agreed form.

"Market Value" means, in relation to the Ship or any other vessel, at any date, an amount equal to the market value of the Ship or vessel shown by the average of two valuations at the cost of the Borrower each prepared:

(a)

as at a date not more than 30 days previously;

(b)

by an Approved Valuer (one of which is appointed by the Facility Agent (acting on the instructions of the Majority Lenders) and the other which is appointed by the Borrower);

(c)

with or without physical inspection of ~~the~~ hat Ship or vessel (as the Facility Agent (acting on the instructions of the Majority Lenders) may require); and

(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 Charter.

"Material Adverse Effect" means in the reasonable opinion of the Majority Lenders a material adverse effect on:

(a)

the business, operations, property, condition (financial or otherwise) or prospects of any Obligor or Obligors as a whole; or

(b)

the ability of any Obligor to perform its obligations under any Finance Document; or

(c)

"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

"Mortgage" means the first priority or preferred (as applicable) ship mortgage on the Ship (as assigned by the Mortgage Assignment) and, if applicable, the deed of covenant collateral thereto, in agreed form.

"Mortgage Assignment" means the assignment of the first preferred Liberian Mortgage on the Ship executed by Wilmington Trust, National Association as retiring security agent in favour of the Security Agent.

"New Lender" has the meaning given to it in Clause 26.1 (Assignments and transfers by the Lenders).

"Obligor" means the Borrower or the Guarantor.

"OFAC" means the Office of Foreign Assets Control of the US Department of Treasury.

"Original Financial Statements" means:

(a)

in relation to the Borrower, its unaudited financial statements for its financial year which ended 31 December 2019; and

(b)

in relation to the Guarantor, its audited consolidated financial statements for its financial year which ended 31 December 2019.

"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

"Overseas Regulations" means the Overseas Companies Regulations 2009 (SI 2009/1801).

"Parallel Debt" means any amount which an Obligor owes to the Security Agent under Clause 29.2 (Parallel Debt (Covenant to pay the Security Agent)) or under that clause as incorporated by reference or in full in any other Finance Document.

"Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

"Perfection Requirements" means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document.

"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).

"Permitted Charter" means-, in relation to a Ship or a Collateral Ship, a Charter:

(a)

which is a time, voyage or consecutive voyage charter;

(b)

the duration of which does not exceed ~~and is not capable of exceeding, by virtue of~~ 13 months (including any optional extensions~~, 12 months p~~l~~us a~~ and any redelivery allowance ~~of not more~~ ~~than 30 days)~~;

(c)

which is entered into on bona fide arm's length terms at the time at which the Ship is fixed; and

(d)

in relation to which not more than two months' hire is payable in advance,

and any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

"Permitted Financial Indebtedness" means:

(a)

any Financial Indebtedness incurred under the Finance Documents;

(b)

until the Utilisation Date, the Existing Indebtedness; ~~and~~

(c)

any Financial Indebtedness incurred under the Borrower Collateral Guarantee or any Second Priority Security Document; and

(d)

~~(c)~~any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents in a manner satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).

"Permitted Security" means:

(a)

Security created by the Finance Documents;

(b)

until the Utilisation Date, the Existing Security;

(c)

Security created in favour of the Collateral Security Agent pursuant to the Second Priority Security Documents;

(d)

~~(c)~~any netting or set-off arrangement entered into by any Transaction Obligor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(e)

~~(d)~~liens for unpaid master's and crew's wages in accordance with first class ship ownership and management practice;

(f)

~~(e)~~liens for salvage;

(g)

~~(f)~~liens for master's disbursements incurred in the ordinary course of trading;

(h)

~~(g)~~any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Ship and not as a result of any default or omission by the Borrower, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by

appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 22.15 (Restrictions on chartering, appointment of managers etc.);

(i)

~~(h)~~Security 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; and

(j)

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

"Plan" means any "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Title IV of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed to by any Obligor or any of their respective ERISA Affiliates.

"Potential Event of Default" means any event or circumstance specified in Clause 25 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be 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.

"Protected Party" has the meaning given to it in Clause 12.1 (Definitions).

"Put Option" means the Year-5 Put Option or the Year-7 Put Option.

"Purchase Price" means:

(a)

in relation to the exercise of the Year-5 Put Option, the Year-5 Purchase Price; and

(b)

in relation to the exercise of the Year-7 Put Option, the Year-7 Purchase Price; and

"Quotation Day" means, in relation to any period for which an interest rate is to be determined for the purposes of paragraph (d) of Clause 8.4 (Sale and delivery terms), two Business Days before the first day of that period unless market practice differs in the London interbank market in which case the Quotation Day will be determined by the Facility Agent in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days).

"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

"Relevant Jurisdiction" means, in relation to a Transaction Obligor:

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

"Repayment Date" means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan).

"Repayment Instalment" has the meaning given to it in Clause 6.1 (Repayment of Loan).

"Repayment Schedule" means the loan amortisation schedule in respect of the Loan set out in Schedule 6 (Repayment Schedule).

"Repeating Representation" means each of the representations set out in Clause 18 (Representations) except Clause 18.10 (Insolvency), Clause 18.11 (No filing or stamp taxes), Clause 18.12 (Deduction of Tax), Clause 18.13 (No default), Clause 18.16 (Pari passu ranking), Clause 18.17 (No proceedings pending or threatened) and Clause 18.20 (No Charter) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated.

"Replacement Benchmark" means a benchmark rate which is:

(a)

formally designated, nominated or recommended as the replacement for a Screen Rate by:

(j)

the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

(ii)

any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under paragraph (ii) above;

(b)

in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or

(c)

in the opinion of the Majority Lenders and the Borrower, an appropriate successor to a Screen Rate.

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Requisition" means in relation to the Ship or, as the case may be, a Collateral Ship:

(a)

any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of the Ship or, as the case may be, that Collateral Ship whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b)

any capture or seizure of the Ship or, as the case may be, that Collateral Ship (including any hijacking or theft) by any person whatsoever.

"Requisition Compensation" includes all compensation or other moneys payable to the Borrower or, as the case may be, a Collateral Guarantor by reason of any Requisition or any arrest or detention of the Ship or, as the case may be a Collateral Ship in the exercise or purported exercise of any lien or claim.

"Resignation, Appointment, Amendment and Restatement Deed" means the resignation, appointment, amendment and restatement deed dated 15 July 2020 between, (i) the Borrower, (ii) the Guarantor, (iii) the Shareholder, (iv) the Original Lenders, (v) Wilmington Trust, National Association as resigning facility agent and resigning security agent, (vi) the Facility Agent as successor facility agent and (vii) the Security Agent as successor security agent.

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

"Restatement Date" has the meaning given to it in the Resignation, Appointment, Amendment and Restatement Deed.

"Safety Management Certificate" has the meaning given to it in the ISM Code.

"Safety Management System" has the meaning given to it in the ISM Code.

"Sale Contract" means an agreement for the sale of the ship by the Borrower to the Buyer pursuant to the exercise of a Put Option in a form acceptable to the Lenders, including without limitation the terms set out in Clause 8.4 (Sale and delivery terms).

"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)

(b)

"Screen Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed on page LIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation between the Lenders and the Borrower.

"Screen Rate Replacement Event" means, in relation to a Screen Rate:

(a)

the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders, and the Borrower materially changed;

(b)

(i)

(A)

the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(B)

information is published in any order, decree, notice, petition or filing, however described, or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(ii)

the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

(iii)

the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

(iv)

the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or

(c)

in the opinion of the Majority Lenders and the Borrower, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

"Seanergy Management" means Seanergy Management Corp., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered ~~offic~~e address is at ~~the~~ Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands.

"Second Account Security" means a document creating second priority Security over the Earnings Account to be executed by the Borrower in favour of the Collateral Security Agent in relation to the obligations of the Borrower under the Borrower Collateral Guarantee.

"Second General Assignment" means the second priority general assignment creating Security over the Ship's Earnings, its Insurances and any Requisition Compensation in relation to the

Ship, to be entered into by the Borrower and the Collateral Security Agent in relation to the obligations of the Borrower under the Borrower Collateral Guarantee.

"Second Manager's Undertaking" means, in relation to an Approved Manager, a second priority letter of undertaking from that Approved Manager subordinating the rights of that Approved Manager against the Ship and the Borrower to the rights of the Collateral Finance Parties.

"Second Mortgage" means the second priority or preferred (as applicable) ship mortgage on the Ship and, if applicable, the deed of covenant collateral thereto to be executed by the Borrower in favour of the Collateral Security Agent in relation to the obligations of the Borrower under the Borrower Collateral Guarantee.

"Second Shares Security" means a document creating second priority Security over the shares in the Borrower to be executed by the Shareholder in favour of the Collateral Security Agent in relation to the obligations of the Borrower under the Borrower Collateral Guarantee.

"Second Priority Security Documents" means the Borrower Collateral Guarantee, the Second Account Security, the Second Mortgage, the Second General Assignment, each Second Manager's Undertaking and the Second Shares Security.

"Secured Liabilities" means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under or in connection with each Finance Document.

"Secured Party" means each Finance Party from time to time party to this Agreement, a Receiver or any Delegate.

"Security" means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

"Security Assets" means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

"Security Document" means:

(a)

the Shares Security;

(b)

the Mortgage;

(c)

the General Assignment;

(d)

any Charter Assignment;

(e)

the Account Security;

(f)

any Manager's Undertaking;

(g)

any Collateral Security Document;

(h)

~~(g)~~any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or

(i)

~~(h)~~any other document designated as such by the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrower.

"Security Period" means the period starting on the date of this Agreement and ending on the date on which the Facility Agent (acting on the instructions of the Majority Lenders) is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

"Security Property" means:

(a)

the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of that Transaction Security;

(b)

(c)

the Security Agent's interest in any turnover trust created under the Finance Documents;

(d)

except:

(i)

rights intended for the sole benefit of the Security Agent; and

(ii)

"Servicing Party" means the Facility Agent or the Security Agent.

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

"Shares Security" means a document to be executed by the Shareholder creating Security over the shares in the Borrower in agreed form.

"Ship" means the 2010-built Capesize bulk carrier type of vessel of approximately 179,000 deadweight, having IMO Number 9519066 and registered in the name of the Borrower under the Approved Flag with the name "LORDSHIP".

"Specified Time" means a day or time determined in accordance with Schedule 7 (Timetables).

"Subsidiary" means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Tax Credit" has the meaning given to it in Clause 12.1 (Definitions).

"Tax Deduction" has the meaning given to it in Clause 12.1 (Definitions).

"Tax Payment" has the meaning given to it in Clause 12.1 (Definitions).

"Technical Management Agreement" means-, in relation to the Ship or, as the case may be, a Collateral Ship the agreement entered into between the Borrower or the relevant Collateral Guarantor and the Approved Technical Manager regarding the technical management of the Ship or, as the case may be, that Collateral Ship.

"Termination Date" means:

(a)

if the Extension Option is not exercised, the Initial Termination Date; and

(b)

if the Extension Option is exercised, the Extended Termination Date.

"Third Parties Act" has the meaning given to it in Clause 1.5 (Third party rights).

"Total Commitments" means the aggregate of the Commitments, being $24,500,000 at the date of this Agreement.

"Total Loss" means, in relation to the Ship or a Collateral Ship:

(a)

actual, constructive, compromised, agreed or arranged total loss of the Ship or, as the case may be that Collateral Ship: or

(b)

any Requisition of the Ship or, as the case may be that Collateral Ship unless the Ship or, as the case may be that Collateral Ship is returned to the full control of the Borrower or, as the case may be the relevant Collateral Guarantor within 90 days of such Requisition (or such later period agreed by the Facility Agent acting on the instructions of the Majority Lenders).

"Total Loss Date" means, in relation to the Total Loss of the Ship or a Collateral Ship:

(a)

in the case of an actual loss of the Ship, the date on which it occurred or, if that is unknown, the date when the Ship or, as the case may be, that Collateral Ship was last heard of;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of the Ship or, as the case may be, that Collateral Ship the earlier 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 or the relevant Collateral Guarantor (as applicable) with the Ship's or Collateral Ship's insurers in which the insurers agree to treat the Ship or, as the case may be, that Collateral Ship as a total loss; and

(c)

in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Majority Lenders that the event constituting the total loss occurred.

"Transaction Document" means:

(a)

a Finance Document;

(b)

any Charter; or

(c)

any other document designated as such by the Facility Agent and the Borrower.

"Transaction Obligor" means an Obligor, the Shareholder, each Collateral Guarantor, any Approved Manager (other than Fidelity Marine (for so long it is not a member of the Group) and V.Ships) or any other person (except a Finance Party) who executes a Transaction Document.

"Transaction Security" means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

"Transfer Certificate" means a certificate in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the parties to such certificate.

"Transfer Date" means, in relation to an assignment or a transfer, the later of:

(a)

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)

the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

"UK Bail-In Legislation" means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements Article 55 BRRD) Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

"UK Establishment" means a UK establishment as defined in the Overseas Regulations.

"Unpaid Sum" means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

"US" means the United States of America.

"US Tax Obligor" means:

(a)

a person which is resident for tax purposes in the US; or

(b)

a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

"Utilisation" means the utilisation of the Facility.

"Utilisation Date" means the ~~date of the Utilisation,~~ 13 June 2018 being the date on which the Loan ~~is to be~~ was advanced.

"Utilisation Request" means a notice substantially in the form set out in Schedule 3 (Requests).

"VAT" means:

(a)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b)

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

"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.

"Write-down and Conversion Powers" means:

(a)

(b)

in relation to any other applicable Bail-In Legislation:

(i)

(ii)

any similar or analogous powers under that ~~Bail In Legislation.~~Bail-ln Legislation; and

(c)

in relation to any UK Bail-In Legislation:

(i)

(ii)

any similar or analogous powers under that UK Bail-In Legislation.

"Year-5 Purchase Price" means $20,800,000.

"Year-5 Put Option" has the meaning given to it in Clause 8.1 (Year-5 Put Option).

"Year-7 Purchase Price" means $15,000,000.

"Year-7 Put Option" has the meaning given to it in Clause 8.3 (Year-7 Put Option).

"Year-7 Put Option Additional Conditions" means:

(a)

the completion of the third special survey and dry docking of the Ship upon the Ship reaching an age of 15 years;

(b)

the installation of a ballast water treatment system provided that such condition will not apply if (i) the laws and regulations providing for the installation of ballast water treatment systems on ocean-going vessels have been repealed or (ii) the entry into force of such laws and regulation has been postponed at the time of the exercise of the Year-7 Put Option until not earlier than the date falling 5 years after the Termination Date; and

(c)

the application of a minimum 60-months hull paint system on the Ship during such dry docking,

in each case to the satisfaction of the Facility Agent (acting with the authorisation of the Majority Lenders).

1.2

Construction

(a)

Unless a contrary indication appears, a reference in this Agreement to:

(i)

the "Account Bank", any "Collateral Guarantor", the "Facility Agent", any "Finance Party", any "Lender", any "Obligor", any "Party", any "Secured Party", the "Security Agent", any "Transaction Obligor" or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)

"assets" includes present and future properties, revenues and rights of every description;

(iii)

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

(iv)

"document" includes a deed and also a letter, fax email or telex;

(v)

"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;

(vi)

a "Finance Document", a "Security Document" or "Transaction Document" or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(vii)

a "group of Lenders" includes all the Lenders;

(viii)

"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(ix)

"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 States of America, the United Nations or its Security Council;

(x)

"proceedings" means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;

(xi)

a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(xii)

a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xiii)

a provision of law is a reference to that provision as amended or re-enacted;

(xiv)

a time of day is a reference to New York time unless specified to the contrary;

(xv)

(xvi)

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

(xvii)

"including" and "in particular" (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.

(b)

The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)

Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.

(d)

(e)

A Potential Event of Default is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.

1.3

Construction of insurance terms

In this Agreement:

"approved" means, for the purposes of Clause 21 [Insurance Undertakings), approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders).

"excess risks" means the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship or, as the case may be, a Collateral Ship in consequence of its insured value being less than the value at which the Ship or, as the case may be, a Collateral Ship is assessed for the purpose of such claims.

"obligatory insurances" means-, in relation to the Ship or, as the case may be, a Collateral Ship all insurances effected, or which the Borrower or, as the case may be a Collateral Guarantor is obliged to effect, under Clause 21 [Insurance Undertakings) or any other provision of this Agreement or of another Finance Document.

"policy" 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 managed in London, 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 by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

"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)(l/10/83).

1.4

Agreed forms of Finance Documents

References in Clause 1.1 [Definitions) to any Finance Document being in "agreed form" are to that Finance Document:

(a)

in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower and the Facility Agent); or

(b)

in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 41.2 [All Lender matters) applies, all the Lenders.

1.5

Third party rights

(a)

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this Agreement.

(b)

Subject to Clause 41.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(c)

Any Receiver, Delegate, Affiliate or for the purpose of Clause 14.2 (Other indemnities), Clause 14.3 (Indemnity to the Facility Agent) and Clause 14.4 (Indemnity to the Security Agent), any Indemnified Person, or any other person described in paragraph (b) of Clause 28.10 (Exclusion

of liability), or paragraph (b) of Clause 29.11 (Exclusion of liability) may, subject to this Clause 1.5 ([Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

1.6

Facility Agent and Security Agent

(a)

(b)

(i)

all or substantially all of its assets; or

(ii)

all or substantially all of its corporate trust business,

SECTION 2

THE FACILITY

2.1

The Facility

Subject to the terms of this Agreement, the Borrower acknowledges that the Lenders ~~mak~~e ~~avai~~lable advanced to the Borrower-, on 13 June 2018, a senior dollar term loan facility in ~~one advanc~~e ~~in an aggregate~~ the amount ~~not exceeding the Tota~~l ~~Commitments~~of US$24,500,000.

2.2

Finance Parties' rights and obligations

(a)

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Transaction Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by a Transaction Obligor which relates to a Finance Party's participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Transaction Obligor.

(c)

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

PURPOSE

3.1

Purpose

The Borrower ~~sha~~l~~l app~~ly has applied all amounts borrowed by it under the Facility only for the purpose stated in the preamble (Background) to this Agreement.

3.2

Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

3.3

Proceeds of Loan

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

The Borrower may not deliver the Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).

4.2

Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if:

(a)

on the date of the Utilisation Request and on the proposed Utilisation Date and before the Loan is advanced:

(i)

no Default is continuing or would result from the proposed Loan; and

(ii)

the Repeating Representations to be made by each Transaction Obligor are true;

(b)

the Facility Agent has received on or before the Utilisation Date, or the Majority Lenders are satisfied they will receive when the Loan is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).

4.3

Notification of satisfaction of conditions precedent

(a)

The Facility Agent shall send to the Lenders all of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent) which it has received.

(b)

Each Lender shall promptly confirm to the Facility Agent in writing that it is satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent).

(c)

The Facility Agent shall notify the Borrower and the Lenders promptly upon receipt of those confirmations referred to in paragraph (b) above from all of the Lenders.

(d)

Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (c) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.4

Waiver of conditions precedent

If the Majority Lenders, at their discretion, permit the Loan to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrower shall ensure that that condition is satisfied within ten Business Days after the Utilisation Date or such later date as the Facility Agent, acting with the authorisation of the Majority Lenders, may agree in writing with the Borrower.

SECTION 3

UTILISATION

5.1

Delivery of Utilisation Request

(a)

The Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.

(b)

The Borrower may not deliver more than one Utilisation Request.

5.2

Completion of Utilisation Request

(a)

The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)

the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)

the currency and amount of the Utilisation comply with Clause 5.3 {Currency and amount); and

(iii)

the proposed Interest Period complies with Clause 10 {Interest Periods).

(b)

Only one advance may be requested in the Utilisation Request.

5.3

Currency and amount

(a)

The currency specified in the Utilisation Request must be dollars.

(b)

The amount of the Loan ~~must be an amount which is not more~~ utilised on 13 June 2018 was $24,500,000.

(c)

The amount of the Loan must be an amount which is not more than the Available Facility.

5.4

Lenders' participation

(a)

If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.

(b)

The amount of each Lender's participation in the Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately before advancing the Loan.

(c)

Subject to receiving a Utilisation Request, the Facility Agent shall notify each Lender of the amount of the Loan and the amount of its participation in the Loan by the Specified Time.

5.5

Cancellation of Commitments

The Commitments which are unutilised at the end of the Availability Period shall then be cancelled.

5.6

Retentions and payment to third parties

The Borrower irrevocably authorises the Facility Agent:

(a)

to deduct from the proceeds of the Loan any fees then payable to the Finance Parties in accordance with Clause 11 (Fees), any solicitors fees and disbursements together with any applicable VAT and any other items listed as deductible items in the relevant Utilisation Request and to apply them in payment of the items to which they relate; and

(b)

on the Utilisation Date, to pay to, or for the account of, the Borrower the amounts which the Facility Agent receives from the Lenders in respect of the Loan. That payment shall be made:

(i)

to the account which the Borrower specifies in the Utilisation Request; and

(ii)

in like funds as the Facility Agent received from the Lenders in respect of the Loan.

5.7

Disbursement of Loan to third party

Payment by the Facility Agent under Clause 5.6 (Retentions and payment to third parties) to a person other than the Borrower shall constitute the advance of the Loan and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's participation in the Loan.

5.8

Prepositioning of funds

If, in respect of the Utilisation of the Loan, the Facility Agent (acting on the instructions of the Lenders), at the request of the Borrower and on terms acceptable to all the Lenders and the Borrower, prepositions funds with any bank:

(a)

the Lenders shall, prior to any such pre-positioning of funds, provide an instruction letter to the Facility Agent in form and substance acceptable to the Facility Agent; and

(b)

any such pre-positioning of funds shall constitute the advance of the Loan and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's participation in the Loan; and

(c)

shall, without duplication, indemnify each Finance Party against any costs, loss or liability it may incur in connection with such arrangement.

SECTION 4

REPAYMENT, PREPAYMENT, CANCELLATION AND PUT OPTION

REPAYMENT

6.1

Repayment of Loan

(a)

The Borrower shall repay the Loan by:

(i)

20 or, if the Extension Option is exercised, 28 consecutive quarterly instalments, each in the amount specified in the Repayment Schedule (the "Instalments" and each an "Instalment"); and

(ii)

a balloon instalment in an amount equal to any part of the Loan remaining outstanding on the Termination Date (the "Balloon Instalment" and together with the Instalments, the "Repayment Instalments" and each a "Repayment Instalment").

(b)

Each Instalment shall be repaid on the date specified in respect of that Instalment in the Repayment Schedule and the Balloon Instalment shall be paid on the applicable Termination Date.

6.2

Termination Date

On the applicable Termination Date, the Borrower shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

6.3

Reborrowing

The Borrower may not re-borrow any part of the Facility which is repaid.

PREPAYMENT AND CANCELLATION

7.1

Illegality

(a)

that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b)

upon the Facility Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and

(c)

the Borrower shall prepay the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by that Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be cancelled in the amount of the participation prepaid.

7.2

Voluntary and automatic cancellation

The Borrower may, if it gives the Facility Agent not less than 10 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole of the Available Facility.

7.3

Voluntary prepayment of Loan

(a)

Subject to paragraph (b) below, the Borrower may, if it gives the Facility Agent not less than 10 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole (but not part) of the Loan.

(b)

The Loan may only be prepaid after the second anniversary of the Utilisation Date.

7.4

Mandatory prepayment on sale or Total Loss

If the Ship is sold or becomes a Total Loss, the Borrower shall repay the Loan together with accrued interest, and all other amounts accrued under the Finance Documents. Such repayment shall be made:

(a)

in the case of a sale of the Ship, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or

(b)

in the case of a Total Loss, on the earlier of:

(i)

the date falling 180 days after the Total Loss Date; and

(ii)

the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss.

7.5

Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment and, if relevant, the part of the Loan to be prepaid or cancelled.

(b)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and without premium or penalty.

(c)

The Borrower may not re-borrow any part of the Facility which is prepaid.

(d)

The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e)

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f)

If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lenders, as appropriate.

(g)

PUT OPTION

8.1

Year-5 Put Option

(a)

If no Default has occurred which is continuing, the Borrower shall have the right (the "Year-5 Put Option") to sell the Ship to the Lenders on the Initial Termination Date for the Year-5 Purchase Price, exercisable by giving written notice to the Facility Agent no later than the date falling four months prior to the Initial Termination Date.

(b)

The Facility Agent shall provide a copy of the notice referred to in paragraph (a) of this Clause 8.1 (Year-5 Put Option) to the Lenders within 1 Business Day after receipt of such notice.

(c)

If the Borrower exercises the Year-5 Put Option then, subject to the exercise of the Extension Option by the Lenders pursuant to Clause 8.2 (Extension Option), the Borrower shall sell, and the Lenders shall be obliged to procure that the Buyer will purchase, the Ship for a purchase price equal to the Year-5 Purchase Price in accordance with Clause 8.4 (Sale and delivery terms).

8.2

Extension Option

(a)

If the Borrower exercises the Year-5 Put Option, the Lenders shall have the right (the "Extension Option") to extend the Termination Date of the Loan to the Extended Termination Date, exercisable at their sole discretion by giving written notice to the Facility Agent no later than the date falling 30 days after receipt of the notice given by the Facility Agent to the Lenders under paragraph (b) of Clause 8.1 (Year-5 Put Option).

(b)

The Facility Agent shall provide a copy of the notice referred to in paragraph (a) of this Clause 8.2 (Extension Option) to the Borrower within 1 Business Day after receipt of such notice.

(c)

If the Lenders exercise the Extension Option:

(i)

the Termination Date shall be extended to the Extended Termination Date;

(ii)

the exercise of the Year-5 Put Option by the Borrower shall be cancelled in its entirety and the Lenders shall not have an obligation to purchase the Ship; and

(iii)

the parties to this Agreement entering into such documentation amending and supplementing this Agreement and any other Finance Documents as may be required in relation to the exercise of the Extension Option to be in a form acceptable to the Facility Agent (acting at the instructions of the Majority Lenders) by no later than the Initial Termination Date and any other document as may be required by the Facility Agent (acting at the instructions of the Majority Lenders) to effect the same in a manner acceptable to the Facility Agent (acting at the instructions of the Majority Lenders).

8.3

Year-7 Put Option

If no Default has occurred which is continuing the Borrower shall have the right (the "Year-7 Put Option") to sell the Ship to the Lenders on the Extended Termination Date for the Year-7

Purchase Price, exercisable by the Borrower by giving written notice to the Facility Agent no later than the date falling four months prior to the Extended Termination Date.

(a)

The Facility Agent shall provide a copy of the notice referred to in paragraph (a) of this Clause 8.3 (Year-7 Put Option) to the Lenders within 1 Business Day after receipt of such notice.

(b)

If the Borrower exercises the Year-7 Put Option then the Borrower shall sell, and the Lenders shall be obliged to procure that the Buyer will purchase, the Ship for a purchase price equal to the applicable Year-7 Purchase Price in accordance with Clause 8.4 (Sale and delivery terms).

8.4

Sale and delivery terms

(a)

If the Borrower validly exercises a Put Option and, in the case of the Year-5 Put Option, the Extension Option is not exercised, the Borrower and the Buyer shall enter (and the Lenders shall procure that the Buyer enters) into a Sale Contract in the Norwegian Saleform 2012 for the sale by the Borrower, and the purchase by the Buyer, of the Ship for the applicable Purchase Price.

(b)

The Sale Contract shall include, without limitation, the following provisions:

(i)

the delivery of the Ship shall take place at a safe and ice-free berth or port and on a date to be specified by the Buyer (acting on the instructions of the Majority Lenders, each acting reasonably) provided that (A) loading ports of cargo of the type transported by the Ship and (B) scrapping areas for vessels of the same type as the Ship, shall be deemed an acceptable place of delivery of the Ship for the purpose of paragraph (b)(i) of this Clause 8.4 (Sale and delivery terms);

(ii)

the Ship shall be free of any class recommendations or conditions;

(iii)

the value of any pumpable fuel and unbroached/bulk lube oils shall be paid by the Buyer to the Borrower at the time of delivery on the basis of their invoiced cost;

(iv)

the cargo holds of the Ship shall be clean;

(v)

the condition of the Ship shall be established by a joint survey, the costs of which shall be borne jointly by the Borrower and the Buyer;

(vi)

all trading and class certificates shall be valid for a period of not less than 6 months after the proposed delivery date;

(vii)

the Borrower shall guarantee that the Ship, at the time of delivery, is free from all charters, encumbrances, mortgages, maritime liens or other debts or liabilities whatsoever and if any claims have accrued prior to the time of delivery, the Borrower shall indemnify the Buyer against all consequences of such claims;

(viii)

any taxes, consular and other charges and expenses connected with the purchase of the Ship and its registration under the Buyer's flag and the closing of the Ship's current flag, shall be for the Borrower's account;

(ix)

all spares on board shall be included in the sale; and

(x)

the Borrower shall furnish the Buyer with documentation reasonably requested by the Buyer including but not limited to:

(A)

evidence (in form and substance acceptable to the Buyer) of the authorisation and capacity for the Borrower to sell the Ship and enter into all documentation in connection with such sale including but not limited to resolutions of the shareholders of the Borrower, resolutions of the board of directors of the Borrower and any power of attorney under which the Borrower's representatives sign any of the delivery documents (in each case notarised and apostilled or legalised) and certified true copies of the certificate of incorporation and articles of association (or equivalent) of the Borrower;

(B)

documentation validly transferring title to the Ship to the Buyer (including, without limitation, two original bills of sale notarised and apostilled or legalised as necessary);

(C)

any documentation required for the registration of the Ship on the Buyer's chosen flag under the name of the Buyer;

(D)

evidence that the Ship is free from all registered encumbrances in form and substance acceptable to the Buyer;

(E)

documentation usually provided by a seller to a buyer in a second hand vessel sale and purchase transaction including but not limited to, undertakings to deliver a deletion certificate, copy of the closed CSR and commercial invoices for the Ship, bunkers and lubes remaining on board and all other monies due to the Borrower under the Sales Contract by the Buyer at delivery; and

(F)

all copies classification, technical and other documents in the possession of the Borrower in relation to the Ship.

(xi)

if an Event of Default occurs the Buyer shall be entitled (acting on the instructions of the Majority Lenders) to terminate the Sale Contract;

(c)

The applicable Purchase Price shall be paid by the Buyer to the Borrower as follows:

(i)

the obligation of the Borrower to pay to the Lenders the Balloon Instalment and all other sums then accrued and owing by the Borrower under or in connection with the Finance Documents on the Termination Date shall be set off on the date of delivery of the Ship to the Buyer against the obligation of the Lenders to pay a part of the applicable Purchase Price in an equal amount; and

(ii)

any balance of the Purchase Price shall be paid by the Buyer to the Borrower on the date falling on the earlier of:

(A)

60 days after the date on which the Buyer has taken delivery of the Ship in accordance with the Sale Contract; and

(B)

the date on which the Buyer (after having taken delivery of the Ship in accordance with the Sale Contract) sells the Ship to any third party.

(d)

If at the time of delivery of the Ship from the Borrower to the Buyer under the Sale Contract any part of the applicable Purchase Price remains outstanding (the "Outstanding Balance"):

(i)

the Buyer shall provide, or ensure that a third party provides, Security in favour of the Borrower, which:

(A)

has a net realisable value at least equal to the Outstanding Balance; and

(B)

is documented in such terms as the Borrower may reasonably approve or require at the expense of the Borrower and the Buyer in equal shares,

provided that a first priority or, as the case may be, preferred mortgage over the Ship for a secured amount at least equal to the Outstanding Balance shall be considered acceptable Security.

(ii)

a late payment fee shall accrue on the Outstanding Balance at a rate equal to:

(A)

1 month LIBOR; and

(B)

4.00 per cent, per annum,

which shall be payable by the Buyer to the Borrower together with the Outstanding Balance.

SECTION 5

COSTS OF UTILISATION

INTEREST

9.1

Calculation of interest

The rate of interest on the Loan or any part of the Loan for each Interest Period is the Interest Rate for that Interest Period.

9.2

Payment of interest

The Borrower shall pay accrued interest on the Loan for each Interest Period on the last day of that Interest Period (each an "Interest Payment Date") in the amount specified in the Repayment Schedule.

9.3

Default interest

(a)

If a Transaction Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which is 2 per cent, per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of nonpayment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each having a duration as follows:

(i)

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or the relevant part of the Loan; and

(ii)

the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2 per cent, per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

Any interest accruing under this Clause 9.3 (Default interest) shall be immediately payable by the Obligor on demand by the Facility Agent (acting on the instructions of the Majority Lenders).

(b)

9.4

Notification of rates of interest

The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

INTEREST PERIODS

10.1

Duration of Interest Periods

(a)

The first Interest Period shall commence on the Utilisation Date and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

(b)

Each Interest Period shall be three Months.

10.2

Non-Business Days

FEES

11.1

Agency fee

The Borrower shall pay to the Facility Agent and the Security Agent (for ~~its~~ their own account) non-refundable annual agency ~~fee~~-fees at the times and in the amount specified in a the Fee Letter.

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

TAX GROSS UP AND INDEMNITIES

12.1

Definitions

(a)

In this Agreement:

"Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

(b)

Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities) reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

12.2

Tax gross-up

(a)

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

(c)

(d)

(e)

12.3

Tax indemnity

(a)

(b)

Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party:

(A)

(B)

under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or

(B)

relates to a FATCA Deduction required to be made by a Party.

(c)

A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors.

(d)

A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

12.4

Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and

(b)

that Finance Party has obtained and utilised that Tax Credit,

12.5

Stamp taxes

12.6

VAT

(a)

All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b)

If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii)

(c)

(d)

Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a

member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

(e)

12.7

FATCA Information

(a)

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

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party; and

(ii)

(iii)

(b)

If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above 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, that Party shall notify that other Party reasonably promptly.

(c)

Paragraph (a) above shall not oblige any Finance Party to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(d)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e)

If the Borrower is a US Tax Obligor, or the Facility Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:

(i)

where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii)

where the Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or

(iii)

where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,

supply to the Facility Agent:

(iv)

a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(v)

any withholding statement or other document, authorisation or waiver as the Facility Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f)

The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower.

(g)

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Facility Agent unless it is unlawful for that Lender to do so (in which case that Lender shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower.

(h)

The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

12.8

FATCA Deduction

(a)

(b)

INCREASED COSTS

13.1

Increased costs

(a)

Subject to Clause 13.3 (Exceptions), the Borrower shall, within five Business Days of a demand by the Facility Agent (acting on the instructions of a Lender or claiming on its own behalf), pay

for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii)

compliance with any law or regulation made,

in each case after the date of this Agreement; or

(iii)

the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b)

In this Agreement:

(i)

"Basel III" means:

(A)

(B)

(C)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

(ii)

"CRD IV" means:

(A)

(B)

(C)

any other law or regulation which implements Basel III.

(iii)

"Increased Costs" means:

(A)

a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;

(B)

an additional or increased cost; or

(C)

a reduction of any amount due and payable under any Finance Document,

13.2

Increased cost claims

(a)

A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

(b)

Each Finance Party shall provide a certificate confirming the amount of its Increased Costs.

13.3

Exceptions

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a)

attributable to a Tax Deduction required by law to be made by an Obligor;

(b)

attributable to a FATCA Deduction required to be made by a Party;

(c)

compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied); or

(d)

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

OTHER INDEMNITIES

14.1

Currency indemnity

(a)

If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(i)

making or filing a claim or proof against that Obligor; or

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)

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

14.2

Other indemnities

(a)

Each Obligor shall, within 5 Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by it as a result of:

(i)

the occurrence of any Event of Default;

(ii)

(iii)

funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Secured Party alone); or

(iv)

the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

(b)

Each Obligor shall, on demand, indemnify each Finance Party, each Indemnified Person, against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, the Ship or, as the case may be, a Collateral Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

(c)

Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

(i)

arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or

(ii)

in connection with any Environmental Claim.

(d)

Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause 14.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

14.3

Indemnity to the Facility Agent

Each Obligor shall, within 5 Business Days of demand, indemnify each Indemnified Person against:

(a)

any cost, loss or liability incurred by the Facility Agent as a result of:

(i)

investigating (acting on the instructions of the Majority Lenders) any event which the Majority Lenders reasonably believe is a Default; or

(ii)

acting or relying on any notice, request or instruction which the Majority Lenders reasonably believe to be genuine, correct and appropriately authorised; or

(iii)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents or as may be required by the Majority Lenders; and

(b)

any cost, loss or liability incurred by any Indemnified Person (otherwise than by reason of that Indemnified Person's gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 32.11 (Disruption to Payment Systems etc.) notwithstanding that Indemnified Person's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents.

14.4

Indemnity to the Security Agent

(a)

Each Obligor shall, within 5 Business Days of demand, indemnify each Indemnified Person against any cost, loss or liability incurred by any of them:

(i)

in relation to or as a result of:

(A)

any failure by the Borrower to comply with its obligations under Clause 16 (Costs and Expenses);

(B)

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(C)

the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;

(D)

the exercise of any of the rights, powers, discretions, authorities and remedies vested in that Indemnified Person by the Finance Documents or by law;

(E)

any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

(F)

any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and

(G)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,

(ii)

(b)

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

MITIGATION BY THE FINANCE PARTIES

15.1

Mitigation

(a)

Each Finance Party shall, in consultation with the Borrower, take all reasonable but commercially prudent steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)

Paragraph (a) above does not in anyway limit the obligations of any Transaction Obligor under the Finance Documents.

15.2

Limitation of liability

(a)

(b)

A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if either:

(i)

a Default has occurred and is continuing; or

(ii)

in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

COSTS AND EXPENSES

16.1

Transaction expenses

(a)

this Agreement and any other documents referred to in this Agreement or in a Security Document provided that any legal fees incurred in connection therewith by the Finance Parties until the Utilisation Date:

(i)

up to an aggregate amount equal to $100,000, shall be paid by the Lenders;

(ii)

in excess of an aggregate amount of $100,000, shall be split between the Borrower and the Lenders in equal share; and

(b)

any other Finance Documents executed after the date of this Agreement.

16.2

Amendment costs

If:

(a)

a Transaction Obligor requests an amendment, waiver or consent; or

(b)

an amendment is required pursuant to Clause 32.9 (Change of currency); or

(c)

16.3

Enforcement and preservation costs

SECTION 7

GUARANTEE

GUARANTEE AND INDEMNITY

17.1

Guarantee and indemnity

The Guarantor irrevocably and unconditionally:

(a)

guarantees to each Finance Party punctual performance by each Transaction Obligor other than the Guarantor of all such other Transaction Obligor's obligations under the Finance Documents;

(b)

(c)

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Transaction Obligor other than the Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

17.2

Continuing guarantee

17.3

Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 17 (Guarantee and Indemnity) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4

Waiver of defences

The obligations of the Guarantor under this Clause 17 (Guarantee and Indemnity) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 17.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 17 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:

(a)

any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;

(b)

the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of Transaction Obligor;

(c)

(d)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;

(e)

(f)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)

any insolvency or similar proceedings.

17.5

Immediate recourse

The Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 17 (Guarantee and Indemnity). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6

Appropriations

(a)

(b)

hold any moneys received from the Guarantor or on account of the Guarantor's liability under this Clause 17 (Guarantee and Indemnity) in a suspense account bearing interest at a rate equal to the rate on which interest is accruing on the relevant Unpaid Sum under this Agreement.

17.7

Deferral of Guarantor's rights

All rights which the Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against the Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs (acting on the instructions of the Majority Lenders), the Guarantor will not exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17 (Guarantee and Indemnity):

(a)

to be indemnified by a Transaction Obligor;

(b)

to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor's obligations under the Finance Documents;

(c)

(d)

(e)

to exercise any right of set-off against any Transaction Obligor; and/or

(f)

to claim or prove as a creditor of any Transaction Obligor in competition with any Secured Party.

17.8

Additional security

17.9

Applicability of provisions of Guarantee to other Security

Clauses 17.2 (Continuing guarantee), 17.3 (Reinstatement), 17.4 (Waiver of defences), 17.5 (Immediate recourse), 17.6 (Appropriations), 17.7 (Deferral of Guarantor's rights) and 17.8 (Additional security) shall apply, with any necessary modifications, to any Security which the Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

REPRESENTATIONS

18.1

General

Each Obligor makes the representations and warranties set out in this Clause 18 (Representations) to each Finance Party on the date of this Agreement.

18.2

Status

(a)

It is a corporation ~~with~~ l~~imited~~ l~~iabi~~l~~ity~~, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.

(b)

It and each Transaction Obligor has the power to own its assets and carry on its business as it is being conducted.

18.3

Share capital and ownership

(a)

The Borrower is authorised to issue 500 registered shares with no par value, all of which shares have been issued and the direct legal title and beneficial ownership of all those shares is held, free of any Security or other claim, by the Shareholder.

(b)

The Guarantor is authorised to issue 525,000,000 ~~registered~~ shares consisting of 500,000,000 ~~common~~ registered shares of common stock with a par value of US$0.0001 each and 25,000,000 registered shares of preferred stock with a par value of US$0.0001 each, out of which ~~38,239,346~~ 30,018,577 registered shares of common stock and no registered shares of preferred stock have been issued fully paid and ~~11,500,002~~ 22,522,281 warrants are outstanding to purchase an aggregate of ~~12,065,000 commons~~ 860.213 registered shares of common stock.

(c)

The legal title to and beneficial interest in the ~~share~~ ~~capita~~l shares in the Borrower is held free of any Security or any other claim by the Guarantor.

(d)

None of the shares in the Borrower is subject to any option to purchase, pre-emption rights or similar rights.

18.4

Binding obligations

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

18.5

Validity, effectiveness and ranking of Security

(a)

(b)

No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.

(c)

Subject to the Perfection Requirements, the Transaction Security granted by it to the Security Agent or any other Secured Party has or will when created or intended to be created have first ranking priority and is not subject to any prior ranking or pari passu ranking security.

(d)

No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.

18.6

Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

(a)

any law or regulation applicable to it;

(b)

the constitutional documents of any Transaction Obligor; or

(c)

any agreement or instrument binding upon it or constitute a default or termination event (however described) under any such agreement or instrument.

18.7

Power and authority

(a)

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:

(i)

its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and

(ii)

in the case of the Borrower, its continuing registration of the Ship under the Approved Flag.

(b)

No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

18.8

Validity and admissibility in evidence

All Authorisations required or desirable:

(a)

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

(b)

to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect.

18.9

Governing law and enforcement

(a)

The choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.

(b)

18.10

Insolvency

No:

(a)

corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 25.8 (Insolvency proceedings); or

(b)

creditors' process described in Clause 25.9 (Creditors' process),

has been taken or, to its knowledge, threatened in relation to any Transaction; and none of the circumstances described in Clause 25.7 (Insolvency) applies to any Transaction Obligor.

18.11

No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to the Mortgage which is referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) and which will be made or paid promptly after the date of the relevant Finance Document.

18.12

Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

18.13

No default

(a)

(b)

18.14

No misleading information

(a)

(b)

The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c)

Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.

18.15

Financial Statements

(a)

Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b)

Its Original Financial Statements give a true and fair view of its financial condition as at the end of the relevant financial year and results of operations during the relevant financial year (consolidated in the case of the Guarantor).

(c)

(d)

Since the date of the most recent financial statements delivered pursuant to Clause 19.2 [Financial statements) there has been no material adverse change in its business, assets or financial condition (or the business or consolidated financial condition of the Group, in the case of the Guarantor).

18.16

Par/passu ranking

18.17

No proceedings pending or threatened

(a)

(b)

18.18

Valuations

(a)

(b)

It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.

(c)

There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of

that valuation which, in either case, renders that information untrue or misleading in any material respect.

18.19

No breach of laws

(a)

It has not breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

(b)

18.20

No Charter

Except as disclosed by the Borrower to the Facility Agent in writing on or before the date of this Agreement, the Ship is not subject to any Charter other than a Permitted Charter.

18.21

Compliance with Environmental Laws

All Environmental Laws relating to the ownership, operation and management of the Ship and the business of each Transaction Obligor (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

18.22

No Environmental Claim

No Environmental Claim has been made or threatened against any Transaction Obligor or the Ship.

18.23

No Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

18.24

ISM and ISPS Code compliance

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

18.25

Taxes paid

(a)

It is not materially overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax.

(b)

No claims or investigations are being, or are reasonably likely to be, made or conducted against it with respect to Taxes.

18.26

Financial Indebtedness

The Borrower has no any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

18.27

Overseas companies

18.28

Good title to assets

It has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

18.29

Ownership

(a)

The Borrower is the sole legal and beneficial owner of all rights and interests which any charter creates in favour of the Borrower.

(b)

The Borrower is the sole legal and beneficial owner of the Ship, the Earnings and the Insurances.

(c)

(d)

The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of the Borrower on creation or enforcement of the security conferred by the Security Documents.

18.30

Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the "Regulation"), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in Greece and it has no "establishment" (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

18.31

Place of business

No Obligor has a place of business in any country other than and its executive office functions are carried out, in the case of the Borrower and the Guarantor, at c/o 154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece.

18.32

No employee or pension arrangements

The Borrower does not have any employees or any liabilities under any pension scheme.

18.33

Sanctions

(a)

No Transaction Obligor:

(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

(iv)

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

(b)

18.34

US Tax Obligor

No Obligor is a US Tax Obligor.

18.35

Margin Regulations; Investment Company Act

(a)

The Borrower is not engaged, nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States.

(b)

The Borrower is not, nor is it required to be, registered as an "investment company" under the United States of America Investment Company Act of 1940

18.36

Patriot Act

To the extent applicable the Borrower is in compliance with (i) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto and (ii) the PATRIOT Act. No part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

18.37

Repetition

INFORMATION UNDERTAKINGS

19.1

General

The undertakings in this Clause 19 {Information Undertakings) remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.

19.2

Financial statements

The Obligors shall supply to the Facility Agent in sufficient copies for all the Lenders:

(a)

if at any time the shares (or any part thereof) of the Guarantor cease to be quoted on the Nasdaq Stock Exchange or any other internationally recognised stock exchange acceptable to

the Facility Agent (acting on the instructions of all Lenders), as soon as they become available, but in any event within 180 days after the end of each financial year of the Guarantor the audited consolidated financial statements of the Guarantor for that financial year;

(b)

as soon as the same become available, but in any event within 90 days after the end of each three-month period ending on 31 March, 30 June, 30 September and 31 December of each of the financial years of the Guarantor, the unaudited consolidated financial statements of the Group for that three-month period;

(c)

as soon as the same become available, but in any event within 180 days after the end of each financial year of the Borrower the unaudited financial statements of the Borrower for that financial year;

(d)

(i)

the unaudited financial statements of the Borrower for that three-month period; and

(ii)

management accounts of the Borrower in a format approved by the Facility Agent which show the results of the operation of the Ship during the preceding that three- month period.

19.3

Requirements as to financial statements

(a)

Each set of financial statements delivered by the ~~Borrower~~ an Obligor pursuant to Clause 19.2 (Financial statements) shall be certified by an officer of that company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up.

(b)

~~The Borrow~~er Each Obligor shall procure that each set of financial statements of ~~a Transaction~~ an Obligor delivered pursuant to Clause 19.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Facility Agent:

(i)

(ii)

19.4

DAC6

(a)

In this Clause 19.4 {DAC6}, "DAC6" means the Council Directive of 25 May 2018 (2018/822/EU)

amending Directive 2011/16/EU.

(b)

The Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

(i)

(ii)

19.5

~~19.4~~lnformation: miscellaneous

Each Obligor shall supply to the Facility Agent (acting on the instructions of the Majority Lenders) (in sufficient copies for all the Lenders, if the Facility Agent so requests):

(a)

all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b)

(c)

(d)

promptly, its constitutional documents where these have been amended or varied;

(e)

promptly, such further information and/or documents regarding:

(i)

the Ship, each Collateral Ship, goods transported on the Ship and/or each Collateral Ship, the Earnings or the Insurances;

(ii)

the Security Assets;

(iii)

compliance of the Obligors with the terms of the Finance Documents;

(iv)

the financial condition, business and operations of any Transaction Obligor,

as any Finance Party (through the Facility Agent) may reasonably request; and

(f)

19.6

~~19.5~~Notification of Default

(a)

(b)

Promptly upon a request by the Facility Agent (acting on the instructions of the Majority Lenders), the Borrower shall supply to the Facility Agent a certificate signed by a senior officer on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.7

~~19.6~~Use of websites

(a)

Each Obligor may satisfy its obligation under the Finance Documents to which it is a party to deliver any information in relation to those Lenders (the "Website Lenders") which accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Facility Agent (the "Designated Website") if:

(i)

the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii)

both the relevant Obligor and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)

the information is in a format previously agreed between the relevant Obligor and the Facility Agent (acting on the instructions of the Majority Lenders.

If any Lender (a "Paper Form Lender") does not agree to the delivery of information electronically then that Lender shall notify the Facility Agent and the Facility Agent shall notify the Obligors accordingly and each Obligor shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event each Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

(b)

(c)

An Obligor shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i)

the Designated Website cannot be accessed due to technical failure;

(ii)

the password specifications for the Designated Website change;

(iii)

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)

if that Obligor becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If an Obligor notifies the Facility Agent under sub-paragraph (i) or (v) of paragraph (c) above, all information to be provided by the Obligors under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d)

19.8

~~19.7~~"Know your customer" checks

(a)

If:

(i)

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;

(ii)

any change in the status of a Transaction Obligor (including, without limitation, a change of ownership of a Transaction Obligor) after the date of this Agreement; or

(iii)

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 a Finance Party (or, in the case of sub-paragraph (iii) above, 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, each Obligor shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself or on behalf of any other Finance Party) or any Lender (for itself or, in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for such Finance Party or, in the case of the event described in sub-paragraph (iii) above, 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, including Sanctions, pursuant to the transactions contemplated in the Finance Documents including without limitation obtaining, verifying and recording certain information and documentation that will allow the Facility Agent and each of the Lenders to identify each Transaction Obligor in accordance with the requirements of the PATRIOT Act.

(b)

19.9

~~19.8~~Anti-money laundering

~~(a)~~The Borrower shall promptly upon the request of a Servicing Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself) in order for that Servicing Party to be satisfied it has complied with all necessary anti-money laundering laws.

GENERAL UNDERTAKINGS

20.1

General

The undertakings in this Clause 20 (General Undertakings) remain in force on and from the date of this Agreement and throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

20.2

Authorisations

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

(a)

obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)

supply certified copies to the Facility Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of the Ship or, as the case may be, a Collateral Ship to enable

it to:

(i)

perform its obligations under the Transaction Documents to which it is a party;

(ii)

ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction or in the state of the Approved Flag at anytime of the Ship or, as they case may be, a Collateral Ship of any Transaction Document to which it is a party; and

(iii)

own and operate the Ship (in the case of the Borrower) and the Collateral Ships (in the case of the Collateral Guarantors).

20.3

Corporate Existence

20.4

Compliance with laws

20.5

Environmental compliance

Each Obligor shall, and shall procure that each other Transaction Obligor will:

(a)

comply with all Environmental Laws;

(b)

obtain, maintain and ensure compliance with all requisite Environmental Approvals;

(c)

implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

20.6

Environmental Claims

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly upon becoming aware of the same, inform the Facility Agent in writing of:

(a)

any Environmental Claim against any Transaction Obligor which is current, pending or threatened; and

(b)

any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any Transaction Obligor,

where the claim, if determined against that Transaction Obligor, has or is reasonably likely to have a Material Adverse Effect.

20.7

Taxation

(a)

(i)

such payment is being contested in good faith;

(ii)

(iii)

such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

(b)

No Obligor shall change its residence for Tax purposes.

20.8

Overseas companies

20.9

No change to centre of main interests

No Obligor shall-, and shall procure that no Obligor will, change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause 18.30 (Centre of main interests and establishments) and it will create no "establishment" (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

20.10

Pari passu ranking

20.11

Title

(a)

The Borrower shall hold the legal title to, and own the entire beneficial interest in:

(i)

the Ship, the Earnings and the Insurances; and

(ii)

with effect on and from its creation or intended creation, any other assets the subject of any Transaction Security created or intended to be created by the Borrower.

(b)

The Guarantor shall hold the legal title to, and own the entire beneficial interest in with effect on and from its creation or intended creation, any assets the subject of any Transaction Security created or intended to be created by the Guarantor.

20.12

Negative pledge

(a)

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, create or permit to subsist any Security over any of its assets which are, in the case of members of Transaction Obligors other than the Borrower, the subject of the Security created or intended to be created by the Finance Documents.

(b)

The Borrower shall not:

(i)

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Transaction Obligor or any other member of the Group;

(ii)

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv)

enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)

Paragraphs (a) and (b) above do not apply to any Permitted Security.

20.13

Disposals

(a)

No Obligor shall, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of:

(i)

in the case of the Borrower, any asset (including without limitation the Ship, the Earnings or the Insurances); and

(ii)

in the case of the Guarantor, all or substantially all of its assets.

(b)

Paragraph (a) above does not apply to:

(i)

any Charter as all Charters are subject to Clause 22.15 (Restrictions on chartering, appointment of managers etc.); and

(ii)

a sale of the Ship after the second anniversary of the Utilisation Date provided that the Borrower complies with the prepayment obligations in Clause 7 (Prepayment and Cancellation).

20.14

Merger

20.15

Change of business

(a)

(b)

The Borrower shall not engage in any business other than the ownership and operation of the Ship.

20.16

Financial Indebtedness

The Borrower shall not incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.

20.17

Expenditure

The Borrower shall not incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, maintaining and repairing the Ship.

20.18

Share capital

The Borrower shall not:

(a)

purchase, cancel or redeem any of its ~~share capital~~issued shares:

(b)

increase or reduce the number of its authorised ~~share capital~~shares, change the par value of such shares or create any new class of shares:

(c)

(d)

appoint any further director or officer ~~of the Borrower~~ (unless the provisions of the Shares Security are complied with).

20.19

Dividends and other distributions

No Obligor shall, following the occurrence of:

(a)

in the case of the Borrower, any Event of Default; and

(b)

in the case of the Guarantor, an Event of Default under Clause 25.2 (Non-payment), 25.6 (Cross Default), 25.7 (Insolvency), 25.8 (Insolvency Proceedings) or 25.10 (Ownership of the Obligors),

and whilst the same is continuing or where any of the following would result in the occurrence of an Event of Default:

(i)

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend or other distribution) (whether in cash or in kind) on or in respect of its ~~share capital~~ shares (or any class of its ~~share capital~~shares):

(ii)

repay or distribute any dividend or share premium reserve; or

(iii)

redeem, repurchase, defease, retire or repay any of its ~~share capital~~ shares or resolve to do so.

20.20

Other transactions

The Borrower shall not:

(a)

be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor and where such loan or form of credit is Permitted Financial Indebtedness;

(b)

give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which the Borrower assumes any liability of any other person other than any guarantee or indemnity given

(i)

under the Finance Documents; or

(ii)

in the ordinary course of its business;

(c)

enter into any material agreement other than:

(i)

the Transaction Documents;

(ii)

any other agreement expressly allowed under any other term of this Agreement;

(d)

enter into any transaction 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; or

(e)

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.

20.21

Unlawfulness, invalidity and ranking; Security imperilled

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) anything which is likely to:

(a)

make it unlawful for a Transaction Obligor to perform any of its obligations under the Transaction Documents to which it is party;

(b)

cause any obligation of a Transaction Obligor under the Transaction Documents to which it is a party to cease to be legal, valid, binding or enforceable;

(c)

cause any Transaction Document to cease to be in full force and effect;

(d)

cause any Transaction Security to rank after, or lose its priority to, any other Security; and

(e)

imperil or jeopardise the Transaction Security.

20.22

No Subsidiaries

The Borrower shall not form or acquire any Subsidiaries.

20.23

Employees and ERISA Compliance

The Borrower shall not employ any individual nor sponsor, maintain or become obligated to contribute to any Plan. However, without prejudice to the foregoing, the Borrower shall provide prompt written notice to the Facility Agent in the event that the Borrower becomes aware that it has incurred or is reasonably likely to incur any liability with respect to any Plan, that, individually or in the aggregate with any other such liability, would be reasonably expected to have a Material Adverse Effect.

20.24

Books and records

The Borrower will keep proper books of record and account which will be accurate in all material respects and in which full, true and correct entries in accordance with GAAP will be made of all dealings or transactions in relation to its business and activities.

20.25

Further assurance

(a)

(i)

to create, perfect, vest in favour of the Security Agent or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced

by the Finance Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of any of the Secured Parties provided by or pursuant to the Finance Documents or by law;

(ii)

(iii)

(iv)

to enable or assist the Security Agent to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.

(b)

(c)

At the same time as an Obligor delivers to the Security Agent any document executed by itself or another Transaction Obligor pursuant to this Clause 20.25 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Security Agent reasonable evidence that that Obligor's or Transaction Obligor's execution of such document has been duly authorised by it.

INSURANCE UNDERTAKINGS

21.1

General

The undertakings in this Clause 21 (Insurance Undertakings) remain in force on and from the Utilisation Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

21.2

Maintenance of obligatory insurances

The Borrower shall keep the Ship insured at its expense against:

(d)

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

(a)

war risks (including the London Blocking and Trapping addendum or its equivalent);

(b)

protection and indemnity risks (including liability for oil pollution for an amount of no less than $1,000,000,000 and excess war risk P&l cover) on standard Club Rules, covered by a Protection and Indemnity association which is a member of the International Group of Protection and Indemnity Associations (or, if the International Group ceases to exist, any other leading

protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover); and

(c)

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

21.3

Terms of obligatory insurances

The Borrower shall effect such insurances:

(a)

in dollars;

(b)

in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of:

(i)

120 per cent, of the Loan; and

(ii)

the Market Value of the Ship;

(c)

(d)

in the case of protection and indemnity risks, in respect of the full tonnage of the Ship;

(e)

on approved terms; and

(f)

21.4

Further protections for the Finance Parties

In addition to the terms set out in Clause 21.3 (Terms of obligatory insurances), the Borrower shall procure that the obligatory insurances shall:

(a)

subject always to paragraph (b), name the Borrower as the sole named insured unless the interest of every other named insured 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)

and every other named insured has undertaken in writing to the Security Agent (in such form as it requires acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) that any deductible shall be apportioned between the Borrower and every other named insured 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 Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b)

(c)

name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify (acting on the instructions of the Majority Lenders);

(d)

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

(e)

provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Agent or any other Finance Party; and

(f)

provide that the Security Agent may make proof of loss if the Borrower fails to do so.

21.5

Renewal of obligatory insurances

The Borrower shall:

(a)

at least 21 days before the expiry of any obligatory insurance:

(i)

notify the Facility Agent of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which the Borrower proposes to renew that obligatory insurance and of the proposed terms of renewal; and

(ii)

obtain the Facility Agents' approval (acting on the instructions of the Majority Lenders) to the matters referred to in sub-paragraph (i) above;

(b)

at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Facility Agent's approval pursuant to paragraph (a) above; and

(c)

21.6

Copies of policies; letters of undertaking

The Borrower shall ensure that the Approved Brokers provide the Security Agent with:

(a)

proforma copies of all policies relating to the obligatory insurances which they are to effect or renew; and

(b)

a letter or letters or undertaking in a form required by the Facility Agent (acting on the instructions of the Majority Lenders) and including undertakings by the Approved Brokers that:

(i)

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 21.4 (Further protections for the Finance Parties);

(ii)

they will hold such policies, and the benefit of such insurances, to the order of the Security Agent in accordance with such loss payable clause;

(iii)

they will advise the Security Agent immediately of any material change to the terms of the obligatory insurances;

(iv)

they will, if they have not received notice of renewal instructions from the Borrower or its agents, notify the Security Agent not less than 14 days before the expiry of the obligatory insurances;

(v)

if they receive instructions to renew the obligatory insurances, they will promptly notify the Facility Agent of the terms of the instructions;

(vi)

they will not set off against any sum recoverable in respect of a claim relating to the Ship under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of the 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

(vii)

they will arrange for a separate policy to be issued in respect of the Ship forthwith upon being so requested by the Facility Agent.

21.7

Copies of certificates of entry

The Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship is entered provide the Security Agent with:

(a)

a certified copy of the certificate of entry for the Ship;

(b)

a letter or letters of undertaking in such form as may be required by the Facility Agent acting on the instructions of Majority Lenders; and

(c)

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 the Ship.

21.8

Deposit of original policies

The Borrower shall ensure that all policies relating to obligatory insurances are deposited with the Approved Brokers through which the insurances are effected or renewed.

21.9

Payment of premiums

The 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 Facility Agent (acting on the instructions of the Majority Lenders) or the Security Agent (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders).

21.10

Guarantees

The 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.

21.11

Compliance with terms of insurances

(a)

The Borrower shall not do nor 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.

(b)

Without limiting paragraph (a) above, the Borrower shall:

(i)

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 sub-paragraph (iii) of paragraph (b) of Clause 21.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Facility Agent has not given its prior approval (acting on the instructions of the Majority Lenders);

(ii)

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

(iii)

make (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the 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

(iv)

not employ the 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.

21.12

Alteration to terms of insurances

The Borrower shall not make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

21.13

Settlement of claims

The Borrower shall:

(a)

not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and

(b)

21.14

Provision of copies of communications

The Borrower shall provide the Security Agent, at the time of each such communication, with copies of all written communications other than (unless specifically required by the Security Agent (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders)) communications of an entirely routine nature between the 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)

the 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 the Borrower and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.

21.15

Provision of information

The Borrower shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated person) requests (acting on the instructions of the Majority Lenders) 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

(b)

effecting, maintaining or renewing any such insurances as are referred to in Clause 21.16 (Mortgagee's interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances,

and the Borrower shall, forthwith upon demand, indemnify the Facility Agent in respect of all fees and other expenses incurred by or for the account of the Facility Agent in connection with any such report as is referred to in paragraph (a) above once in each 12-months period (starting on the Utilisation Date) and at any time when an Event of Default has occurred.

21.16

Mortgagee's interest and additional perils insurances

(a)

The Security Agent shall be entitled from time to time to effect, maintain and renew a mortgagee's interest marine insurance and a mortgagee's interest additional perils insurance each in an amount of up to 120 per cent, of the Loan, on such terms, through such insurers and generally in such manner as the Security Agent acting on the instructions of the Majority Lenders may from time to time consider appropriate.

(b)

The Borrower shall upon demand fully indemnify the Security Agent in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance referred to in paragraph (a) above or dealing with, or considering, any matter arising out of any such insurance.

SHIP UNDERTAKINGS

22.1

General

The undertakings in this Clause 22 (Ship Undertakings) remain in force on and from the Utilisation Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit (which authorisation no Lender shall unreasonably withhold in relation to paragraphs (b), (c), (d) and (e) of 22.15 (Restrictions on chartering, appointment of managers etc.)).

22.2

Ship's names and registration

The Borrower shall:

(a)

keep the Ship registered in its name under the Approved Flag from time to time at its port of registration;

(b)

not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled;

(c)

not enter into any dual flagging arrangement in respect of the Ship;

(d)

not change the name of the Ship,

provided that any change of flag of the Ship shall be subject to:

(i)

the Ship remaining subject to Security securing the Secured Liabilities created by a first priority or preferred ship mortgage on the Ship and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage and on such other terms and in such other form as the Facility Agent, acting on the instructions of the Majority Lenders, shall approve or require; and

(ii)

the execution of such other documentation amending and supplementing the Finance Documents as the Facility Agent, acting on the instructions of the Majority Lenders, shall approve or require.

22.3

Repair and classification

The Borrower shall keep the Ship in a good and safe condition and state of repair:

(a)

consistent with first class ship ownership and management practice; and

(b)

so as to maintain the Approved Classification free of overdue recommendations and conditions with the Approved Classification Society.

22.4

Modifications

The Borrower shall not make any modification or repairs to, or replacement of, the Ship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Ship or materially reduce its value.

22.5

Removal and installation of parts

(a)

Subject to paragraph (b) below, the Borrower shall not remove any material part of the Ship, or any item of equipment installed on the Ship unless:

(i)

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;

(ii)

the replacement part or item is free from any Security in favour of any person other than the Security Agent; and

(iii)

the replacement part or item becomes, on installation on the Ship, the property of the Borrower and subject to the security constituted by the Mortgage.

(b)

The Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship.

22.6

Surveys

The Borrower shall submit the Ship regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Facility Agent acting on the instructions of the Majority Lenders, provide the Facility Agent, with copies of all survey reports.

22.7

Inspection

The Borrower shall permit the Security Agent (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders) (acting through surveyors or other persons appointed by it for that purpose) to board the Ship at all reasonable times and upon reasonable notice and without interfering with ~~that~~ the Ship's normal course of trading to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections. The Borrower will be liable for the costs of the inspection for the Ship owned by it once in each 12-month period (starting on the Utilisation Date) and at any time when an Event of Default has occurred.

22.8

Prevention of and release from arrest

(a)

The Borrower shall promptly discharge:

(i)

all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship, the Earnings or the Insurances;

(ii)

all Taxes, dues and other amounts charged in respect of the Ship, the Earnings or the Insurances; and

(iii)

all other outgoings whatsoever in respect of the Ship, the Earnings or the Insurances.

(b)

The Borrower shall immediately upon receiving notice of the arrest of the Ship or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require.

22.9

Compliance with laws etc.

The Borrower shall:

(a)

comply, or procure compliance with all laws or regulations:

(i)

relating to its business generally; and

(ii)

relating to the Ship, its ownership, employment, operation, management and registration,

including, but not limited to, the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag;

(b)

obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals; and

(c)

without limiting paragraph (a) above, not employ the Ship nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions (or which would be contrary to Sanctions if Sanctions were binding on each Transaction Obligor).

22.10

ISPS Code

Without limiting paragraph (a) of Clause 22.9 (Compliance with laws etc.), the Borrower shall:

(a)

procure that the Ship and the company responsible for the Ship's compliance with the ISPS Code comply with the ISPS Code; and

(b)

maintain an ISSC for the Ship; and

(c)

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

22.11

Sanctions and Ship trading

Without limiting Clause 22.9 (Compliance with laws etc.), the Borrower shall procure:

(a)

that the Ship shall not be used by or for the benefit of a Prohibited Person;

(b)

that the Ship shall not be used in trading in any manner contrary to Sanctions (or which could be contrary to Sanctions if Sanctions were binding on each Obligor);

(c)

that the Ship shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances; and

(d)

that each charterparty in respect of the Ship shall contain, for the benefit of the Borrower, language which gives effect to the provisions of paragraph (c) of Clause 22.9 (Compliance with laws etc.) as regards Sanctions and of this Clause 22.11 (Sanctions and Ship trading) and which permits refusal of employment or voyage orders if compliance would result in a breach of

Sanctions (or which would result in a breach of Sanctions if Sanctions were binding on each Obligor).

22.12

Trading in war zones

(a)

In the event of hostilities in any part of the world (whether war is declared or not), the Borrower shall not cause or permit the 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:

(b)

the prior written consent of the Security Agent acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders has been given; and

(c)

the Borrower has (at its expense) effected any special, additional or modified insurance cover which the Security Agent acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders may require.

22.13

Provision of information

Without prejudice to Clause ~~19.4~~ 19.5 (Information: miscellaneous) the Borrower shall promptly provide the Facility Agent with any information which it requests (acting on the instructions of the Majority Lenders) regarding:

(a)

the Ship, its employment, position and engagements;

(b)

the Earnings and payments and amounts due to its master and crew;

(c)

any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Ship and any payments made by it in respect of the Ship;

(d)

any towages and salvages; and

(e)

its compliance, the Approved Manager's compliance and the compliance of the Ship with the ISM Code and the ISPS Code,

and, upon the Facility Agent's request (acting on the instructions of the Majority Lenders), promptly provide copies of any current Charter relating to the Ship, of any current guarantee of any such Charter, the Ship's Safety Management Certificate and any relevant Document of Compliance.

22.14

Notification of certain events

The Borrower shall immediately notify the Facility Agent by fax or, subject to Clause 35.5 {Electronic communication), by electronic mail, confirmed forthwith by letter, of:

(a)

any casualty to the Ship which is or is likely to be or to become a Major Casualty;

(b)

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

(c)

any requisition of the Ship for hire;

(d)

any requirement or recommendation made in relation to the Ship by any insurer or classification society or by any competent authority which is not immediately complied with;

(e)

any arrest or detention of the Ship or any exercise or purported exercise of any lien on the Ship or the Earnings;

(f)

any intended dry docking of the Ship;

(g)

any Environmental Claim made against the Borrower or in connection with the Ship, or any Environmental Incident;

(h)

any claim for breach of the ISM Code or the ISPS Code being made against the Borrower, an Approved Manager or otherwise in connection with the Ship; or

(i)

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 the Borrower shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent (acting on the instructions of the Majority Lenders) shall require as to the Borrower's, any such Approved Manager's or any other person's response to any of those events or matters.

22.15

Restrictions on chartering, appointment of managers etc.

The Borrower shall not:

(a)

let the Ship on demise charter for any period;

(b)

enter into any time, voyage or consecutive voyage charter in respect of the Ship other than a Permitted Charter;

(c)

terminate or material amend or supplement a Management Agreement unless, in the case of termination, such Management Agreement is immediately replaced by another Management Agreement acceptable to the Facility Agent with an Approved Manager and such Approved Manager provides a Manager's Undertaking;

(d)

appoint a manager of the Ship other than an Approved Commercial Manager or an Approved Technical Manager or agree to any alteration to the terms of an Approved Manager's appointment;

(e)

deactivate or lay up the Ship; or

(f)

put the Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $1,500,000 (or the equivalent in any other currency) unless that person has first given to the Security Agent (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) and in terms satisfactory to it (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders) a written undertaking not to exercise any lien on the Ship or the Earnings for the cost of such work or for any other reason provided that this paragraph (f) of Clause 22.15 (Restrictions on chartering, appointment of managers, etc.) will not apply in connection with the retrofitting of the Ship for the purpose of installing scrubbers or any other exhaust gas cleaning system subject to the Borrower providing to the Facility Agent no less than 5 Business Days prior notice.

22.16

Notice of Mortgage

The Borrower shall keep the Mortgage registered against the Ship as a valid first priority or preferred mortgage (as applicable), carry on board the Ship a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room and the master's cabin of the Ship a framed printed notice stating that the Ship is mortgaged by the Borrower to the Security Agent.

22.17

Sharing of Earnings

The Borrower shall not enter into any agreement or arrangement for the sharing of any Earnings other than for the purposes of this Agreement.

22.18

Charter assignment

Provided that all approvals necessary under Clause 22.15 (Restrictions on chartering, appointment of managers etc.) have been previously obtained, the Borrower shall:

(a)

provide promptly to the Facility Agent a true and complete copy of any Charter exceeding 6 months (including all amendments) and all other documents related thereto for a term which ~~exceeds, or which by virtue of any optional extensions may exceed 12 months; and~~(including any optional extensions and any redelivery allowance) exceeds 13 months; and

(b)

~~in respect of any Charter for a term which (excluding any optional extensions and any redelivery allowance) exceeds, or~~ in respect of any Charter for a term which ~~by virtue of~~ (including any optional extensions ~~may exc~~ee~~d 12~~ and any redelivery allowance) exceeds 13 months, execute and deliver to the Facility Agent a Charter Assignment together with each of the documents required to be delivered pursuant to such Charter Assignment (each in the agreed form).

22.19

Notification of compliance

The Borrower shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires) (acting on the instructions of the Majority Lenders) that it is complying with this Clause 22 (Ship Undertakings).

VALUATIONS

23.1

Valuations binding

Any valuation under this Clause 23 (Valuations) shall be binding and conclusive as regards the Borrower.

23.2

Provision of information

(a)

The Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause 23 (Valuation) with any information which the Facility Agent (acting on the instructions of the Majority Lenders) or the shipbroker may request for the purposes of the valuation.

(b)

If the Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Facility Agent (acting on the instructions of the Majority Lenders) considers prudent.

23.3

Provision of valuations

(a)

The Facility Agent shall, acting on the instructions of the Majority Lenders, obtain two valuations of the Ship, each from an Approved Valuer selected by the Facility Agent (acting on the instructions of the Majority Lenders), to enable the Lenders to determine the Market Value of the Ship for the purposes of paragraph (b) of Clause 21.3 (Terms of obligatory insurances).

(b)

The Facility Agent shall obtain at the Borrower's expense the valuations referred to in paragraph (a) of this Clause 23.3 (Provision of valuations):

(i)

once in each 12-month period (starting on the Utilisation Date); and

(ii)

at any time whilst an Event of Default has occurred which is continuing.

EARNINGS ACCOUNT AND APPLICATION OF EARNINGS

24.1

Earnings Account

The Borrower may not, without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders), maintain any bank account other than the Earnings Account.

24.2

Payment of Earnings

The Borrower shall ensure that, subject only to the provisions of the General Assignment, all the Earnings are paid in to the Earnings Account.

24.3

Application of Earnings

The Borrower shall transfer from the Earnings Account to the Facility Agent:

(a)

on each Repayment Date, the amount of the Repayment Instalment then due on that Repayment Date; and

(b)

on the last day of each Interest Period, the amount of interest then due on that date; and

(c)

on any day on which an amount is otherwise due from the Borrower under a Finance Document, an amount necessary to meet that due amount,

and the Borrower irrevocably authorizes the Facility Agent to apply the transferred amounts in payment of the relevant Repayment Instalment, interest amount or other amount due.

Any balance on the Earnings Account after the application of the transferred amounts shall be available to the Borrower, unless there is an Event of Default which is continuing or unless an Event of Default would result from the withdrawal of any such balance (or any part thereof) from the Earnings Account.

24.4

Shortfall in Earnings

If the credit balance on the Earnings Accounts is insufficient for the required amount to be transferred under Clause 24.3 (Application of Earnings), the Borrower shall make up the amount of the insufficiency.

24.5

Application of funds

Until an Event of Default occurs, the Facility Agent shall on each Repayment Date and on each Interest Payment Date distribute to the Finance Parties in accordance with Clause 32.2 (Distributions by the Facility Agent) so much of the then balance on the Earnings Account as equals:

(a)

the Repayment Instalment due on that Repayment Date;

(b)

the amount of interest payable on that Interest Payment Date; and

(c)

the amount of any fee specified in a Fee Letter on its relevant due date,

in discharge of the Borrower's liability for that Repayment Instalment, that interest or that fee.

24.6

Location of Earnings Account

The Borrower shall promptly:

(a)

comply with any requirement of the Facility Agent (acting on the instructions of the Majority Lenders) as to the location or relocation of the Earnings Account; and

(b)

EVENTS OF DEFAULT

25.1

General

Each of the events or circumstances set out in this Clause 25 (Events of Default) is an Event of I Default except for Clause ~~25.19~~ 25.20 (Acceleration) and Clause ~~25.20~~ 25.21 (Enforcement of security).

25.2

Non-payment

A Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a)

its failure to pay is caused by:

(i)

administrative or technical error; or

(ii)

a Disruption Event; and

(b)

payment is made within 3 Business Days of its due date.

25.3

Specific obligations

A breach occurs of Clause 4.3(b) (Waiver of conditions precedent), Clause 20.11 (Title), Clause 20.12 (Negative pledge), Clause 20.21 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 21.2 (Maintenance of obligatory insurances), Clause 21.3 (Terms of obligatory insurances), Clause 22.3 (Repair and classification) Clause 21.5 (Renewal of obligatory insurances) or Clause 22.11 (Sanctions and Ship Trading).

25.4

Other obligations

(a)

A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 25.2 (Non-payment) and Clause 25.3 (Specific obligations)).

(b)

No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 10 Business Days of the Facility Agent giving notice to the Borrower or (if earlier) any Transaction Obligor becoming aware of the failure to comply.

25.5

Misrepresentation

25.6

Cross default

(a)

Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable grace period.

(b)

Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)

Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by a creditor of any Obligor as a result of an event of default (however described).

(d)

(e)

No Event of Default will occur under this Clause 25.6 (Cross default) in respect of the Guarantor if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than $5,000,000 (or its equivalent in any other currency) in aggregate.

25.7

Insolvency

(a)

A Transaction Obligor:

(i)

is unable or admits inability to pay its debts as they fall due;

(ii)

is deemed to, or is declared to, be unable to pay its debts under applicable law;

(iii)

suspends or threatens to suspend making payments on any of its debts; or

(iv)

obtains or receives a deferral or suspension of payments, a rescheduling or reorganisation of debt (or certain debt) or an arrangement with all or a substantial proportion (by number or value) of creditors or of any class of them in respect of such deferral, suspension, rescheduling or re-organisation, strictly by court order or by the filing of documents with a court.

(b)

A moratorium is officially declared in respect of any indebtedness of any Transaction Obligor.

Provided however that:

(A)

(B)

no Event of Default will occur under this Clause 25.7 (Insolvency) if any of the events described in paragraphs (a)-(b) above occurs in respect of an Approved Manager which is a member of the Group and the Borrower replaces such Approved Manager by another Approved Manager and delivers to the Facility Agent (in form and substance satisfactory to the Majority Lenders) the documents referred to at paragraph 4.3 of Part B (Conditions Precedent to Utilisation) of Schedule 2 (Conditions Precedent) within 7 Business Days from the date of such occurrence.

25.8

Insolvency proceedings

(a)

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i)

the suspension of payments, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction Obligor;

(ii)

a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor;

(iii)

(iv)

enforcement of any Security over any assets of any Transaction Obligor,

or any analogous procedure or step is taken in any jurisdiction.

(b)

Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.

(c)

No Event of Default will occur under this Clause 25.8 (Insolvency proceedings) if any of the events described in paragraph (a) above occurs in respect of an Approved Manager which is a member of the Group and the Borrower replaces such Approved Manager by another Approved Manager and delivers to the Facility Agent (in form and substance satisfactory to the Majority Lenders) the documents referred to at paragraph 3.3 of Part B (Conditions Precedent to Utilisation) of Schedule 2 (Conditions Precedent) within 7 Business Days from the date of such occurrence.

25.9

Creditors' process

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of a Transaction Obligor (other than an arrest or detention of the Ship referred to in Clause 25.14 (Arrest)) and is not discharged within 20 days (or such later period agreed by the Facility Agent acting with the authorisation of the Majority Lenders in their absolute discretion).

25.10

Ownership of the Obligors

(a)

The Borrower is not or ceases to be a 100 per cent, directly or indirectly owned Subsidiary of the Guarantor.

(b)

Any person or group of persons acting in concert (other than those disclosed to the Facility Agent as part of the "Know your customer" checks) gains control of the Guarantor.

(c)

For the purpose of paragraph (b) above "control" means:

(i)

the power (whether by way of ownership of shares, partnership units, proxy, contract, agency or otherwise) to:

(A)

cast, or control the casting of, more than 50 per cent, of the maximum number of votes that might be cast at a general meeting of the ~~Corporat~~e Guarantor; or

(B)

appoint or remove all, or the majority, of the directors or other equivalent officers of the ~~Corporat~~e Guarantor; or

(C)

give directions with respect to the operating and financial policies of the ~~Corporat~~e Guarantor with which the directors or other equivalent officers of the ~~Corporat~~e Guarantor are obliged to comply; and/or

(ii)

the holding beneficially of more than 50 percent, of the issued shares of the ~~Corporat~~e Guarantor (excluding any part of that issued shares that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

(d)

For the purpose of paragraph (b) above "acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Guarantor by any of them, either directly or indirectly, to obtain or consolidate control of the Guarantor.

25.11

Unlawfulness, invalidity and ranking

(a)

It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.

(b)

(c)

(d)

Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.

25.12

Security imperilled

25.13

Cessation of business

Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

25.14

Arrest

Any arrest of the Ship or, as the case may be, a Collateral Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the Borrower or, as the case may be, the relevant Collateral Guarantor within 25 days of such arrest or detention.

25.15

Expropriation

The authority or ability of a an Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Obligor or any of its assets, unless such ~~Transaction~~ Obligor upon receiving notice of such event procures the release of the relevant assets and such assets are redelivered to the full control of that ~~Transaction~~ Obligor within 21 days of such event, other than:

(a)

an arrest or detention of the Ship or, as the case may be, a Collateral Ship referred to in Clause 25.14 (Arrest); or

(b)

any Requisition.

25.16

Repudiation and rescission of agreements

25.17

Litigation

investigations is assessable and the combined value thereof does not exceed $5,000,000 (or its equivalent in any other currency) in aggregate.

25.18

Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

25.19

Collateral Events of Default

The occurrence of a Collateral Event of Default.

25.20

~~25.l9~~Acceleration

On and at any time after the occurrence of an Event of Default the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a)

cancel the Total Commitments, whereupon they shall immediately be cancelled;

(b)

(c)

declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility Agent acting on the instructions of the Majority Lenders; and/or

(d)

exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents,

and the Facility Agent may serve notices under paragraphs (a), (b) and (c) above simultaneously or on different dates and the Security Agent may take any action referred to in Clause ~~25.20~~ 25.21 {Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice, Provided that if no direction is given by the Majority Lenders the Facility Agent shall not be obliged to take any action.

25.21

~~25.20~~GEnforcement of security

On and at any time after the occurrence of an Event of Default the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause ~~25.19~~-25.20 {Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation, Provided that if no direction is given by the Majority Lenders the Facility Agent shall not be obliged to take any action.

SECTION 9

CHANGES TO PARTIES

CHANGES TO THE LENDERS

26.1

Assignments and transfers by the Lenders

Subject to this Clause 26 (Changes to the Lenders), a Lender (the "Existing Lender") may without the consent of any Obligor:

(a)

assign any of its rights; or

(b)

transfer by novation any of its rights and obligations,

26.2

Conditions of assignment or transfer

(a)

An Existing Lender shall give to the Obligors no less than 30-days' notice prior to effecting an assignment or transfer unless the assignment or transfer is made at a time when an Event of Default has occurred and is continuing.

(b)

An assignment will only be effective on:

(i)

(ii)

(c)

Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender's title and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender.

(d)

A transfer will only be effective if the procedure set out in Clause 26.5 (Procedure for transfer) is complied with.

(e)

If:

(i)

a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii)

as a result of circumstances existing at the date the assignment, transfer or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender

or Lender acting through its new Facility Office under Clause 12 [Tax Gross Up and Indemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

(f)

26.3

Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $3,500.

26.4

Limitation of responsibility of Existing Lenders

(a)

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)

the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(ii)

the financial condition of any Transaction Obligor;

(iii)

the performance and observance by any Transaction Obligor of its obligations under the Transaction Documents or any other documents; or

(iv)

the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

(b)

Each New Lender confirms to the Existing Lender and the other Finance Parties and the Secured Parties that it:

(i)

(ii)

will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities throughout the Security Period.

(c)

Nothing in any Finance Document obliges an Existing Lender to:

(i)

accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 26 (Changes to the Lenders); or

(ii)

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Transaction Obligor of its obligations under the Transaction Documents or otherwise.

26.5

Procedure for transfer

(a)

Subject to the conditions set out in Clause 26.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate.

(b)

(c)

Subject to Clause 26.9 (Pro rata interest settlement), on the Transfer Date:

(i)

(ii)

(iii)

(iv)

the New Lender shall become a Party as a "Lender".

26.6

Procedure for assignment

(a)

Subject to the conditions set out in Clause 26.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)

(c)

Subject to Clause 26.9 (Pro rata interest settlement), on the Transfer Date:

(i)

(ii)

the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii)

the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(d)

Lenders may utilise procedures other than those set out in this Clause 26.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 26.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 26.2 (Conditions of assignment or transfer).

26.7

Copy of Transfer Certificate or Assignment Agreement to Borrower

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of that Transfer Certificate or Assignment Agreement.

26.8

Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause 26 (Changes to the Lenders), each Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security 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 including, without limitation:

(a)

any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

	(b)	any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

		except that no such charge, assignment or Security shall:

(i)

(ii)

26.9

Pro rata interest settlement

(a)

If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 26.5 (Procedure for transfer) or any assignment pursuant to Clause 26.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(i)

any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(ii)

The rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(A)

when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(B)

the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 26.9 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.

(b)

In this Clause 26.9 (Pro rata interest settlement) references to "Interest Period" shall be construed to include a reference to any other period for accrual of fees.

(c)

An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 26.9 (Pro rata interest settlement) but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.

CHANGES TO THE TRANSACTION OBLIGORS

27.1

Assignment or transfer by Transaction Obligors

No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

27.2

Release of security

(a)

If a disposal of any asset subject to security created by a Security Document is made in the following circumstances:

(i)

the disposal is permitted by the terms of any Finance Document;

(ii)

the Majority Lenders agree to the disposal;

(iii)

the disposal is being made at the request of the Security Agent in circumstances where any security created by the Security Documents has become enforceable; or

(iv)

the disposal is being effected by enforcement of a Security Document,

(b)

Without prejudice to paragraph (a) of this Clause 27.2 (Release of security), at the end of the Security Period (or upon the Total Loss or sale of the Ship and payment of all amounts due by the Borrower under Clause 7.4 (Mandatory prepayment on sale or Total Loss)), the Security Agent shall release the Transaction Security.

(c)

If the Security Agent (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) is satisfied that a release is allowed under this Clause 27.2 (Release of security) (at the request and expense of the Borrower) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Agent to enter into any such document. Any release will not affect the obligations of any other Transaction Obligor under the Finance Documents.

SECTION 10

THE FINANCE PARTIES

THE FACILITY AGENT

28.1

Appointment of the Facility Agent

(a)

Each of the Lenders appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b)

28.2

Instructions

(a)

The Facility Agent shall:

(i)

~~unless a contrary indication appears in a Finance Document,~~ exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent (including, without limitation, make any designation, determination, specification or demand, approve an evidence or the form of a document, serve a notice, grant an approval or a consent or refrain from taking any such action), upon receipt of and in accordance with any instructions given to it by:

(A)

all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B)

in all other cases, the Majority Lenders; and

(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) (A) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties) or (B) in its capacity as Facility Agent under the Transaction Documents.

(b)

(c)

(d)

Without prejudice to paragraph (a)(ii) above, paragraph (a)(i) above shall not apply:

100

(i)

where a contrary indication appears in a Finance Document;

(ii)

where a Finance Document requires the Facility Agent to act in a specified manner or to take a specified action;

(iii)

in respect of any provision which protects the Facility Agent's own position in its personal capacity as opposed to its role of Facility Agent for the relevant Finance Parties.

(e)

If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 41 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.

~~(f)~~

In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.

(f)

~~(g)~~The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(g)

~~(h)~~Without prejudice to the remainder of this Clause 28.2 (Instructions), in the absence of instructions, the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties.~~The Facility Agent may act (or refrain from acting) as it considers to be in the best interest of the Finance Parties.~~

(h)

~~(i)~~The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (ih) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

28.3

Duties of the Facility Agent

(a)

The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b)

Subject to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original or a copy of any document or notice which is delivered to the Facility Agent for that Party by any other Party.

(c)

Without prejudice to Clause 26.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement.

(d)

Notwithstanding anything set out in a Transaction Document, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

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(e)

(f)

If the Facility Agent is aware of the non-payment of any principal, interest or any fee payable to a Finance Party under this Agreement, it shall promptly notify the other Finance Parties.

(g)

The Facility Agent shall provide to the Borrower within 5 Business Days of a request by the Borrower (but no more frequently than once per calendar quarter), a list (which may be in electronic form) setting out the names of the Lenders as at that Business Day, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Facility Agent to that Lender under the Finance Documents.

(h)

The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

28.4

No fiduciary duties

(a)

Nothing in any Finance Document constitutes the Facility Agent as a trustee or fiduciary of any other person.

(b)

The Facility Agent shall not be bound to account to other Finance Party for any sum or the profit element of any sum received by it for its own account.

28.5

Application of receipts

Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause 32.5 {Application of receipts; partial payments).

28.6

Business with the Group

The Facility Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

28.7

Rights and discretions

(a)

The Facility Agent may:

(i)

rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)

assume that:

102

(A)

any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and

(B)

unless it has received notice of revocation, that those instructions have not been revoked; and

(iii)

rely on a certificate from any person:

(A)

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b)

The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Finance Parties) that:

(i)

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 25.2 (Non-payment));

(ii)

any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii)

any notice or request made by the Borrower (other than the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(c)

The Facility Agent may engage ~~and pay for~~ (at the Borrower's expense) the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d)

Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage ~~and pay for~~ (at the Borrower's expense) the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable.

(e)

(f)

The Facility Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i)

be liable for any error of judgment made by any such person; or

(ii)

be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

103

unless such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct.

(g)

Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.

(h)

~~Without prejudice to Clause 28.4 (No fiduciary duties)~~Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i)

28.8

Responsibility for documentation

The Facility Agent is not responsible or liable for:

(a)

(b)

(c)

28.9

No duty to monitor

The Facility Agent shall not be bound to enquire:

(a)

whether or not any Default has occurred;

(b)

as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c)

whether any other event specified in any Transaction Document has occurred.

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28.10

Exclusion of liability

(a)

Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 32.11 (Disruption to Payment Systems etc.) or any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for:

(i)

(ii)

(iii)

any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv)

without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of:

(A)

any act, event or circumstance not reasonably within its control; or

(B)

the general risks of investment in, or the holding of assets in, any jurisdiction,

(b)

No Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Facility Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

(c)

(d)

Nothing in this Agreement shall oblige the Facility Agent to carry out:

105

(i)

any "know your customer" or other checks in relation to any person; or

(ii)

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

(e)

28.11

Lenders' indemnity to the Facility Agent

(a)

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 32.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by a Transaction Obligor pursuant to a Finance Document).

(b)

Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above.

(c)

Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which a Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor.

28.12

Resignation of the Facility Agent

(a)

The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

(b)

Alternatively, the Facility Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Facility Agent.

(c)

If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given (or such earlier day as may be agreed by the Majority Lenders), the retiring Facility Agent may (but shall not be obliged to), appoint a successor Facility Agent.

106

(d)

The retiring Facility Agent shall, at the Borrower's cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. The Borrower shall indemnify the retiring Facility Agent prior to it being required to undertake any actions referred to in this sub-paragraph for the amount of all costs and expenses (including legal fees) to be properly incurred by it in making available such documents and records and providing such assistance.

(e)

~~All Parties shall consult, co-operate and use commercially reasonable endeavours to appoint a successor Facility Agent and the~~ The retiring Facility Agent's resignation notice shall only take effect upon the appointment of a successor.

(f)

Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (d) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Facility Agent) and this Clause 28 (The Facility Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Facility Agent. Any fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g)

The Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower.

(h)

The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Facility Agent in accordance with this Agreement.

(i)

The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

(i)

the Facility Agent fails to respond to a request under Clause 12.7 (FATCA Information) and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)

the information supplied by the Facility Agent pursuant to Clause 12.7 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)

the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

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28.13

Confidentiality

(a)

(b)

(c)

Without prejudice to Clause 28.4 (No fiduciary duties), the Facility Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

28.14

Relationship with the other Finance Parties

(a)

Subject to Clause 26.9 (Pro rata interest settlement), the Facility Agent may treat a person shown in its records as Lender at the opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as a Lender acting through its Facility Office.

(i)

entitled to or liable for any payment due under any Finance Document on that day; and

(ii)

entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior written notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b)

(c)

Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 35.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 35.2 (Addresses) and sub-paragraph (ii) of paragraph (a) of Clause 35.5 (Electronic communication) and the Facility Agent shall be entitled to treat such person as the person entitled to receive

108

all such notices, communications, information and documents as though that person were that Lender.

28.15

Credit appraisal by the Finance Parties

(a)

the financial condition, status and nature of each Transaction Obligor;

(b)

(c)

(d)

(e)

28.16

Facility Agent's management time

~~If a Potential Event of Default or an Event of Default has occurred and is continuing, any~~ Any amount payable to the Facility Agent under Clause 14.3 (Indemnity to the Facility Agent), Clause 16 (Costs and Expenses) and Clause 28.11 (Lenders' indemnity to the Facility Agent) shall include the cost of utilising the Facility Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause 11 (Fees). The Facility Agent shall as soon as reasonably practicable notify the Borrower in writing of any extraordinary management time which the Facility Agent is envisaging to spend ~~and will deliver a budget to the Borrower in respect of such extraordinary management time.~~

28.17

Deduction from amounts payable by the Facility Agent

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under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

28.18

Reliance and engagement letters

28.19

Full freedom to enter into transactions

Without prejudice to Clause 28.6 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:

(a)

(b)

to deal in and enter into and arrange transactions relating to:

(i)

any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii)

any options or other derivatives in connection with such securities; and

(c)

to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,

and, in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

28.20

Majority Lenders' Instructions

(a)

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consent in accordance with the instructions or directions of the Majority Lenders or all Lenders, as the case may be) and in doing so shall be deemed to have acted reasonably.

(b)

(c)

(d)

In the absence of instructions from the Majority Lenders the Facility Agent shall not be obliged to take action.

(e)

THE SECURITY AGENT

29.1

Trust

(a)

The Security Agent declares that it holds the Security Property on trust for the Secured Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 29 (The Security Agent) and the other provisions of the Finance Documents.

(b)

29.2

Parallel Debt (Covenant to pay the Security Agent)

(a)

Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.

(b)

The Parallel Debt of an Obligor:

(i)

shall become due and payable at the same time as its Corresponding Debt;

(ii)

is independent and separate from, and without prejudice to, its Corresponding Debt.

(c)

For the purposes of this Clause 29.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent:

(i)

is the independent and separate creditor of each Parallel Debt;

(ii)

acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in respect of each Parallel Debt shall not be held on trust; and

(iii)

shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution,

111

enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).

(d)

The Parallel Debt of an Obligor shall be:

(i)

decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and

(ii)

increased to the extent that its Corresponding Debt has increased,

and the Corresponding Debt of an Obligor shall be:

(A)

decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and

(B)

increased to the extent that its Parallel Debt has increased,

in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.

(e)

All amounts received or recovered by the Security Agent in connection with this Clause 29.2 (Parallel Debt (Covenant to pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause 32.5 (Application of receipts; partial payments).

(f)

This Clause 29.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with any necessary modifications, to each Finance Document.

29.3

Enforcement through Security Agent only

29.4

Instructions

(a)

The Security Agent shall:

(i)

~~unless a contrary indication appears in a Finance Document,~~ exercise or refrain from exercising any right, power, authority or discretion (including, without limitation, make any designation, determination, specification or demand, approve an evidence or the form of a document, serve a notice, grant an approval or a consent or refrain from taking any such action), vested in it as Security Agent upon receipt of and in accordance with any instructions given to it by:

(A)

all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B)

in all other cases, the Majority Lenders (or the Facility Agent on their behalf); and

(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) (A) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with

112

instructions given to it by that Finance Party or group of Finance Parties) or (B) in its capacity as Security Agent under the Transaction Documents.

(b)

(c)

Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Facility Agent (acting on the instructions of the Majority Lenders) shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d)

Without prejudice to paragraph (a)(ii) above, paragraph (a)(i) above shall not apply:

(i)

in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its role of Security Agent for the relevant Secured Parties.

(ii)

in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:

(A)

Clause 29.28 (Application of receipts);

(B)

Clause 29.29 (Permitted Deductions); and

(C)

Clause 29.30 (Prospective liabilities).

(e)

If giving effect to instructions given by the Majority Lenders would in the Security Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 41 {Amendments and Waivers), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver.

(f)

In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:

(i)

it has not received any instructions as to the exercise of that discretion; or

(ii)

the exercise of that discretion is subject to sub-paragraph (ii) of paragraph (d) above,

the Security Agent shall do so having regard to the interests of all the Secured Parties.

(g)

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(h)

Without prejudice to the remainder of this Clause 29.4 (Instructions), in the absence of instructions, the Security Agent may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.

(i)

The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (h)i shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

29.5

Duties of the Security Agent

(a)

The Security Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b)

The Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Party by any other Party.

(c)

(d)

(e)

The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

29.6

No fiduciary duties

(a)

Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Transaction Obligor or any other person.

(b)

The Security Agent shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account.

29.7

Business with the Group

The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

29.8

Rights and discretions

(a)

The Security Agent may:

(i)

rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)

assume that:

114

(A)

any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents;

(B)

unless it has received notice of revocation, that those instructions have not been revoked; and

(C)

if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and

(iii)

rely on a certificate from any person:

(A)

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b)

(c)

The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the Secured Parties) that:

(i)

no Default has occurred;

(ii)

any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii)

any notice or request made by the Borrower (other than the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(d)

The Security Agent may engage ~~and pay for~~ (at the Borrower's cost) the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(e)

Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Agent may at any time engage ~~and pay for~~ (at the Borrower's cost) for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be desirable.

(f)

(g)

The Security Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

115

(i)

be liable for any error of judgment made by any such person; or

(ii)

be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Security Agent's gross negligence or wilful misconduct.

(h)

(i)

Without prejudice to Clause 29.6 (No fiduciary duties) and notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(j)

29.9

Responsibility for documentation

None of the Security Agent, any Receiver or Delegate is responsible or liable for:

(a)

(b)

(c)

29.10

No duty to monitor

The Security Agent shall not be bound to enquire:

(a)

whether or not any Default has occurred;

(b)

as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c)

whether any other event specified in any Transaction Document has occurred.

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29.11

Exclusion of liability

(a)

Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable for:

(i)

(ii)

(iii)

any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv)

without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of:

(A)

any act, event or circumstance not reasonably within its control; or

(B)

the general risks of investment in, or the holding of assets in, any jurisdiction,

(b)

No Party other than the Security Agent, that Receiver or that Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 {Third party rights) and the provisions of the Third Parties Act.

(c)

(d)

Nothing in this Agreement shall oblige the Security Agent to carry out:

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(i)

any "know your customer" or other checks in relation to any person; or

(ii)

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

(e)

29.12

Lenders' indemnity to the Security Agent

(a)

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver and every Delegate, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) in acting as Security Agent, Receiver or Delegate under the Finance Documents (unless the Security Agent, Receiver or Delegate has been reimbursed by a Transaction Obligor pursuant to a Finance Document).

(b)

Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant to paragraph (a) above.

(c)

Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which a Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.

29.13

Resignation of the Security Agent

(a)

The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

(b)

Alternatively, the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Security Agent.

(c)

If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security Agent may appoint a successor Security Agent.

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(d)

The retiring Security Agent shall, at the Borrower's cost, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents. The Borrower shall indemnify the retiring Security Agent prior to it being required to undertake any actions referred to in this sub-paragraph for the amount of all costs and expenses (including legal fees) to be properly incurred by it in making available such documents and records and providing such assistance.

(e)

The Security Agent's resignation notice shall only take effect upon:

(i)

the appointment of a successor; and

(ii)

the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.

(f)

Upon the appointment of a successor, the retiring Security Agent shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 29.25 (Winding up of trust) and paragraph (d) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Security Agent) and this Clause 29 (The Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Agent. Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g)

The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower.

(h)

The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent.

29.14

Confidentiality

(a)

(b)

(c)

Without prejudice to Clause 29.6 (No fiduciary duties) and notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

119

29.15

Credit appraisal by the Finance Parties

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

(a)

the financial condition, status and nature of each Transaction Obligor;

(b)

(c)

(d)

(e)

29.16

Security Agent's management time

(a)

~~If a Potential Event of Default or an Event of Default has occurred which is continuing, any~~ Any amount payable to the Security Agent under Clause 14.4 (Indemnity to the Security Agent), Clause 16 (Costs and Expenses) and Clause 29.12 (Lenders' indemnity to the Security Agent) shall include the cost of utilising the Security Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Security Agent under Clause 11 (Fees). The Security Agent shall as soon as reasonably practicable notify the Borrower in writing of any extraordinary management time which the Security Agent is envisaging to spend ~~and will deliver a budget to the Borrower in respect of such extraordinary management time~~.

(b)

Without prejudice to paragraph (a) above, in the event of:

(i)

a Default;

(ii)

the Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or

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(iii)

the Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,

the Borrower shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (c) below.

(c)

If the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties.

29.17

Reliance and engagement letters

29.18

No responsibility to perfect Transaction Security

The Security Agent shall not be liable for any failure to:

(a)

require the deposit with it of any deed or document certifying, representing or constituting the title of any Transaction Obligor to any of the Security Assets;

(b)

obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;

(c)

(d)

(e)

require any further assurance in relation to any Security Document.

29.19

Insurance by Security Agent

(a)

The Security Agent shall not be obliged:

(i)

to insure any of the Security Assets;

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(ii)

to require any other person to maintain any insurance; or

(iii)

to verify any obligation to arrange or maintain insurance contained in any Finance Document,

and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

(b)

29.20

Custodians and nominees

29.21

Delegation by the Security Agent

(a)

Each of the Security Agent, any Receiver and any Delegate may, at anytime, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.

(b)

(c)

29.22

Additional Security Agents

(a)

The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:

(i)

if it considers that appointment to be in the interests of the Secured Parties; or

(ii)

for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or

(iii)

for obtaining or enforcing any judgment in any jurisdiction,

and the Security Agent shall give prior notice to the Borrower and the Finance Parties of that appointment.

122

(b)

(c)

29.23

Acceptance of title

29.24

Releases

29.25

Winding up of trust

If the Security Agent, with the approval of the Facility Agent (acting on the instructions of the Majority Lenders) determines (acting on the instructions of the Majority Lenders) that:

(a)

all of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and finally discharged; and

(b)

then

(i)

(ii)

any Security Agent which has resigned pursuant to Clause 29.13 (Resignation of the Security Agent) shall release, without recourse or warranty, all of its rights under each Security Document.

29.26

Powers supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and

123

the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.

29.27

Disapplication of Trustee Acts

29.28

Application of receipts

All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause 29.2 [Parallel Debt (Covenant to pay the Security Agent)) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 29 [The Security Agent), the "Recoveries") shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 29 [The Security Agent)), in the following order of priority:

(a)

in discharging any sums owing to the Security Agent (in its capacity as such) other than pursuant to Clause 29.2 [Parallel Debt (Covenant to pay the Security Agent)) or any Receiver or Delegate;

(b)

in payment or distribution to the Facility Agent, on its behalf and on behalf of the other Secured Parties, for application towards the discharge of all sums due and payable by any Transaction Obligor under any of the Finance Documents in accordance with Clause 32.5 [Application of receipts; partial payments);

(c)

(d)

the balance, if any, in payment or distribution to the relevant Transaction Obligor.

29.29

Permitted Deductions

The Security Agent may, in its discretion:

(a)

(b)

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29.30

Prospective liabilities

(a)

any sum to the Security Agent, any Receiver or any Delegate; and

(b)

any part of the Secured Liabilities,

that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the future.

29.31

Investment of proceeds

Prior to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 29.28 {Application of receipts) the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Agent's discretion in accordance with the provisions of Clause 29.28 {Application of receipts).

29.32

~~29.31~~Currency conversion

(a)

(b)

The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

29.33

~~29.32~~Good discharge

(a)

(b)

The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.

29.34

~~29.33~~Amounts received by Obligors

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29.35

~~29.34~~Full freedom to enter into transactions

Without prejudice to Clause 29.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:

(a)

(b)

to deal in and enter into and arrange transactions relating to:

(i)

any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii)

any options or other derivatives in connection with such securities; and

(c)

to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,

and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

29.36

~~29.35~~Majority Lenders' Instructions

(e)

(f)

Any instructions given by the Majority Lenders shall be in writing and be binding on all the Lenders.

(g)

(h)

In the absence of instructions from the Facility Agent, the Security Agent shall not be obliged to take any action.

The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining the relevant Finance Party's consent) in any legal or arbitration proceedings relating to any

126

Security Document. Subject to the terms of the Transaction Documents, this paragraph (d) shall not apply to any legal or arbitration proceedings relating to the perfection preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or any Security Documents.

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a)

interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)

oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

SHARING AMONG THE FINANCE PARTIES

31.1

Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from a Transaction Obligor other than in accordance with Clause 32 {Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due to it under the Finance Documents then:

(a)

the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent;

(b)

the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 32 {Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c)

the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 32.5 {Application of receipts; partial payments).

31.2

Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 32.5 {Application of receipts; partial payments) towards the obligations of that Transaction Obligor to the Sharing Finance Parties.

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31.3

Recovering Finance Party's rights

On a distribution by the Facility Agent under Clause 31.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.

31.4

Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)

(b)

31.5

Exceptions

(a)

This Clause 31 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Transaction Obligor.

(b)

(i)

it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)

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SECTION 11

ADMINISTRATION

PAYMENT MECHANICS

32.1

Payments to the Facility Agent

(a)

(b)

32.2

Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 32.3 (Distributions to a Transaction Obligor) and Clause 32.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by that Party or, in the case of the Loan, to such account of such person as may be specified by the Borrower in the Utilisation Request.

32.3

Distributions to a Transaction Obligor

The Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause 33 (Set-Off)) apply any amount received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

32.4

Clawback and pre-funding

(a)

(b)

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payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

32.5

Application of receipts; partial payments

(a)

(i)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing to, the Facility Agent, the Security Agent, any Receiver or any Delegate under the Finance Documents;

(ii)

secondly, in or towards payment pro rata of any accrued interest and fees due but unpaid to the Lenders under this Agreement;

(iii)

thirdly, in or towards payment pro rata of any principal due but unpaid to the Lenders under this Agreement; and

(iv)

fourthly, in or towards payment pro rata of any other sum due to any Finance Party but unpaid under the Finance Documents.

(b)

The Facility Agent shall, if so directed by the Majority Lenders, vary, or instruct the Security Agent to vary (as applicable) the order set out in sub-paragraphs (ii) to (iv) of paragraph (a) above.

(c)

Paragraphs (a) and (b) above will override any appropriation made by a Transaction Obligor.

32.6

No set-off by Transaction Obligors

All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

32.7

Business Days

(a)

(b)

32.8

Currency of account

(a)

Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.

(b)

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

130

(c)

Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

32.9

Change of currency

(a)

Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)

(ii)

(b)

If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting on the instructions of the Majority Lenders and after consultation with the Borrower) specifies (acting on the instructions of the Majority Lenders) to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank market and otherwise to reflect the change in currency.

32.10

Currency Conversion

(a)

(b)

The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

32.11

Disruption to Payment Systems etc.

If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrower that a Disruption Event has occurred:

(a)

the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

(b)

the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)

the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

131

(d)

any such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 41 (Amendments and Waivers);

(e)

(f)

the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

SET-OFF

A Finance Party may set off at any time after an Event of Default has occurred and whilst the same is continuing but without any prior notice ~~set off~~ any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

BAIL-IN

(a)

any Bail-In Action in relation to any such liability, including (without limitation):

(i)

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii)

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii)

a cancellation of any such liability; and

(b)

a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

NOTICES

35.1

Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter or, subject to Clause 35.5 (Electronic communication), by electronic mail.

132

35.2

Addresses

(a)

in the case of the Borrower, that specified in Schedule 1 (The Parties);

(b)

in the case of each Lender or any other Obligor, that specified in Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in writing to the Facility Agent on or before the date on which it becomes a Party;

(c)

in the case of the Facility Agent, that specified in Schedule 1 (The Parties); and

(d)

in the case of the Security Agent, that specified in Schedule 1 (The Parties),

35.3

Delivery

(a)

Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)

if by way of fax, when received in legible form;

(ii)

if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; or

(iii)

if by way of electronic mail, in accordance with Clause 35.5 (Electronic communication),

and, if a particular department or officer is specified as part of its address details provided under Clause 35.2 (Addresses), if addressed to that department or officer.

(b)

Any communication or document to be made or delivered to a Servicing Party will be effective only when actually received by that Servicing Party and then only if it is expressly marked for the attention of the department or officer of that Servicing Party specified in Schedule 1 (The Parties) (or any substitute department or officer as that Servicing Party shall specify for this purpose).

(c)

All notices from or to a Transaction Obligor shall be sent through the Facility Agent unless otherwise specified in any Finance Document.

(d)

Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.

(e)

Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

133

35.4

Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 35.2 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

35.5

Electronic communication

(a)

(i)

notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii)

notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

(b)

Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c)

Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or the Security Agent shall specify for this purpose.

(d)

Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e)

35.6

English language

(a)

Any notice given under or in connection with any Finance Document must be in English.

(b)

All other documents provided under or in connection with any Finance Document must be:

(i)

in English; or

(ii)

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CALCULATIONS AND CERTIFICATES

36.1

Accounts

36.2

Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

36.3

Day count convention

PARTIAL INVALIDITY

REMEDIES AND WAIVERS

SETTLEMENT OR DISCHARGE CONDITIONAL

IRREVOCABLE PAYMENT

135

or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

AMENDMENTS AND WAIVERS

41.1

Required consents

(a)

Subject to Clause 41.2 (All Lender matters) and Clause 41.3 (Other exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and, in the case of an amendment, the Obligors and any such amendment or waiver will be binding on all Parties.

(b)

The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 41 (Amendments and Waivers).

(c)

Without prejudice to the generality of Clause 28.7 (Rights and discretions), the Facility Agent may at the Borrower's cost engage and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

(d)

Paragraph (c) of Clause 26.9 (Pro rata interest settlement) shall apply to this Clause 41 (Amendments and Waivers).

41.2

All Lender matters

Subject to Clause 41.4 (Replacement of Screen Rate), an amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates to:

(a)

the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(b)

a postponement to or extension of the date of payment of any amount under the Finance Documents;

(c)

a reduction in the ~~Margin~~ Interest Rate or the amount of any payment of principal, interest, fees or commission payable;

(d)

a change in currency of payment of any amount under the Finance Documents;

(e)

(f)

a change to any Transaction Obligor other than in accordance with Clause 27 (Changes to the Transaction Obligors);

(g)

any provision which expressly requires the consent of all the Lenders;

(h)

this Clause 41 (Amendments and Waivers);

(i)

any change to the preamble (Background), Clause 2 (The Facility), Clause 3 (Purpose), Clause 5 (Utilisation), Clause 7.4 (Mandatory prepayment on sale or Total Loss), Clause 9 (Interest), Clause 22.9 (Compliance with law, etc.), Clause 22.11 (Sanctions and Ship trading), Clause 24

136

[Earnings Account and Application of Earnings), Clause 26 [Changes to the Lenders), Clause 31 I [Sharing among the Finance Parties), Clause 4544 [Governing Law) or Clause 46 45 [Enforcement);

(j)

(k)

(other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(i)

the guarantee and indemnity granted under Clause 17 [Guarantee and Indemnity);

(ii)

the Security Assets; or

(iii)

the manner in which the proceeds of enforcement of the Transaction Security are distributed,

(except in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);

(l)

the release of the guarantee and indemnity granted under Clause 17 [Guarantee and Indemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document,

shall not be made, or given, without the prior consent of all the Lenders.

41.3

Other exceptions

(a)

An amendment or waiver which relates to the rights or obligations of a Servicing Party (in its capacity as such) may not be effected without the consent of that Servicing Party.

(b)

The Borrower and the Facility Agent or the Borrower and the Security Agent, as applicable, may amend in writing or waive a term of a Fee Letter to which they are party.

41.4

Replacement of Screen Rate

(a)

Subject to Clause 41.3 [Other exceptions), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate ~~is not available~~ for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars, in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that benchmark rate) may be made with the consent of the Majority Lenders and the Borrower.;

(i)

providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate; and

(ii)

137

(A)

aligning any provision of any Finance Document to the use of that Replacement Benchmark;

(B)

enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

(C)

implementing market conventions applicable to that Replacement Benchmark;

(D)

providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or

(E)

adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrower.

(b)

If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (unless the Borrower and the Facility Agent (acting on the instructions of the Majority Lenders) agree to a longer time period in relation to any request) of that request being made:

(i)

its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(ii)

its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

41.5

Obligor Intent

Without prejudice to the generality of Clauses 1.2 (Construction) and 17.4 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

138

CONFIDENTIAL INFORMATION

42.1

Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 42.2 (Disclosure of Confidential Information~~) and,~~ Clause 42.3 (Disclosure to numbering service providers) and unless otherwise required by law, court order, regulatory authority or stock exchange rules, requirements and regulations and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

42.2

Disclosure of Confidential Information

Any Finance Party may disclose:

(a)

to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, legal counsels, insurers, insurance advisors, insurance brokers, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)

to any person:

(i)

(ii)

(iii)

appointed by any Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 28.14 (Relationship with the other Finance Parties));

(iv)

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;

(v)

139

(vi)

to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;

(vii)

to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 26.8 (Security over Lenders' rights);

(viii)

who is a Party, a Transaction Obligor or any related entity of a Transaction Obligor;

(ix)

as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or

(x)

with the consent of the Borrower;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A)

in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)

in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C)

in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c)

to any person appointed by that Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party; and

(d)

140

42.3

DAC6

42.4

~~42.3~~Disclosure to numbering service providers

(a)

(i)

names of Transaction Obligors;

(ii)

country of domicile of Transaction Obligors;

(iii)

place of incorporation of Transaction Obligors;

(iv)

date of this Agreement;

(v)

Clause ~~45-~~44 (Governing Law);

(vi)

the name of the Facility Agent;

(vii)

date of each amendment and restatement of this Agreement;

(viii)

amount of Total Commitments;

(ix)

currency of the Facility;

(x)

type of Facility;

(xi)

ranking of Facility;

(xii)

Termination Date for Facility;

(xiii)

changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xii) above; and

(xiv)

such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b)

141

(c)

Each Obligor represents, on behalf of itself and the other Transaction Obligors, that none of the information set out in sub-paragraphs (i) to (xiv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

42.5

~~42.4~~Entire agreement

This Clause 42 [Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

42.6

~~42.5~~lnside information

42.7

~~42.6~~Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a)

of the circumstances of any disclosure of Confidential Information made pursuant to subparagraph (v) of paragraph (b) of Clause 42.2 [Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b)

upon becoming aware that Confidential Information has been disclosed in breach of this Clause 42 [Confidential Information).

42.8

~~42.7~~Continuing obligations

The obligations in this Clause 42 [Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

(a)

the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b)

the date on which such Finance Party otherwise ceases to be a Finance Party.

~~CONFIDENTIALITY OF FUNDING RATES~~

~~43.1~~

~~Confid~~e~~ntia~~l~~ity and disc~~l~~osur~~e

~~(a)~~

~~The Facility Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below.~~

~~(b)~~

~~The Facility Agent may disclose:~~

142

~~(i)~~

~~any Funding Rate to the Borrower pursuant to Clause 9.4 [Notification of rates of interest); and~~

~~(ii)~~

any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender.

~~(e)~~

~~The Facility Agent may disclose any Funding Rate, and each Obligor may disclose any Funding Rate, to:~~

~~(i)~~

any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

~~(it)~~

any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

~~(iii)~~

any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

~~(iv)~~

~~any person with the consent of the relevant Lender.~~

~~43.2~~

~~Related obligations~~

~~(a)~~

The Facility Agent and each Obligor acknowledge that each Funding Rate is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose.

~~(b)~~

~~The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender:~~

~~(i)~~

~~of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 43.1 [Confidentiality and disclosure) except where such~~

143

		~~disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and~~

	~~(ii)~~	upon becoming aware that any information has been disclosed in breach of this Clause 43 (Confidentiality of Funding Rates).

~~43.3~~

~~No Ev~~e~~nt of D~~e~~fau~~lt

No Event of Default will occur under Clause 25.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 43 (Confidentiality of Funding Rates).

44COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

144

SECTION 12

GOVERNING LAW AND ENFORCEMENT

45GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

46ENFORCEMENT

45.1

~~46.1~~Jurisdiction

(a)

(b)

The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.

(c)

This Clause ~~46.1~~ 45.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result,
no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

45.2

~~46.2~~Service of process

(a)

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i)

(ii)

agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b)

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within 5 days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.

47PATRIOT ACT NOTICE

46.1

~~47.1~~PATRIOT Act Notice

Each of the Facility Agent and the Lenders hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act and the policies and practices of the Facility Agent and each

145

Lender, the Facility Agent and each of the Lenders is required to obtain, verify and record certain information and documentation that identifies each Transaction Obligor, which information includes the name and address of each Transaction Obligor and such other information that will allow the Facility Agent and each of the Lenders to identify each Transaction Obligor in accordance with the PATRIOT Act.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

146

SCHEDULE 1

THE PARTIES

PART A

THE OBLIGORS

Name of Guarantor

Place of Incorporation

Registration

number (or

equivalent, if any)

Address for

Communication

Seanergy Maritime Holdings Corp.

The Republic of the Marshall Islands

27721

154 Vouliagmenis

Avenue, 166 74 Glyfada,

Athens Greece

Tel: +302130181507
Email: legal@seanergy.gr
Fax: +302109638404

147

PART B

THE ORIGINAL LENDERS

Name of Original Lender	Commitment	Address for Communication

~~EnTrustPcrmal~~ EnTrustGlobal ICAV, for and on behalf of Blue Ocean Fund	$9,869,240	~~EnTrustPcrmal~~ EnTrustGlobal ICAV c/o EnTrust Global Partners ~~LLC~~Offshore LP 375 Park Avenue New York, NY 10152
		Facsimile:+1212 888 0751 ~~Email: sengh@entrustpermal.com~~ ~~/odonnerstein@entrustpermal.com/~~ ~~bkahne@entrustpermal.com~~

		Email: sergh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com Attention: Svein Engh / Omer Donnerstein / ~~Bruce Kahne~~Matthew Lux
Blue Ocean Onshore Fund LP	$10,464,794	Blue Ocean Onshore Fund LP c/o EnTrust Global Partners ~~LLC~~Offshore LP 375 Park Avenue New Yorkj NY 10152 Facsimile:+1212 888 0751 ~~Email: sengh@entrustpermal.com~~ ~~/odonnerstein@entrustpermal.com/~~ ~~bkahne@entrustpermal.com~~ Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com Attention: Svein Engh / Omer Donnerstein / ~~Bruce Kahne~~Matthew Lux

Blue Ocean Investments SPC, for and on behalf of Segregated Portfolio One	$4,165,966	Blue Ocean Investments SPC c/o EnTrust Global Partners ~~LLC~~Offshore LP 375 Park Avenue New York, NY 10152 Facsimile:+1212 888 0751 ~~Email: sengh@entrustpermal.com~~ ~~/odonnerstein@entrustpermal.com/~~ ~~bkahne@entrustpermal.com~~

148

Email: sengh@entrustglobal.com

/odonnerstein@entrustglobal.com/

mlux@entrustglobal.com

Attention: Svein Engh / Omer Donnerstein

/ ~~Bruce Kahne~~Matthew Lux

149

PART C

THE SERVICING PARTIES

Name of Facility Agent		Address for Communication

~~Wilmington Trust, National Association~~Lucid Agency Services Limited		~~1100 North Market Street,~~ ~~Wilmington, DE 19890~~ ~~Attn: Jennifer Anderson~~ 6^th Floor. No 1 Building 1-5 London Wall Buildings. London Wall. London. United Kingdom, EC2M 5PG Fax: ~~302-636-4145~~+ 44 2030024691 Attention: Lucid Agency and Trustee Services Limited (deals@lucid-ats.com)

Name of Security Agent		Address for Communication

~~Wilmington Trust, National Association~~Lucid Trustee Services Limited		~~1100 North Market Street,~~ ~~Wilmington, DE 19890~~ ~~Attn: Jennifer Anderson~~ 6^th Floor, No 1 Building 1-5 London Wall Buildings, London Wall, London, United Kingdom, EC2M 5PG Fax: ~~302-636-4145~~+ 44 2030024691 Attention: Lucid Agency and Trustee Services Limited (deals@lucid-ats.com)

150

SCHEDULE 2

CONDITIONS PRECEDENT

PART A

CONDITIONS PRECEDENT TO UTILISATION REQUEST

Obligors

1.1

A copy of the constitutional documents of each Transaction Obligor.

1.2

A copy of a resolution of the board of directors of each Transaction Obligor:

(a)

approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(b)

authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(c)

1.3

An original of the power of attorney of any Transaction Obligor authorising a specified person or persons to execute the Finance Documents to which it is a party.

1.4

A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.

1.5

A copy of a resolution signed by the Shareholder as the holder of all the issued ~~share capital~~ shares in the Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Borrower is a party.

1.6

1.7

1.8

A certificate of an officer of the relevant Transaction Obligor certifying that each copy document relating to it specified in this Part A of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

Legal opinions

2.1

151

2.2

Other documents and evidence

3.1

Evidence that any process agent referred to in Clause ~~46.2~~ 45.2 (Service of process) has accepted its appointment.

3.2

A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

3.3

Evidence that the Earnings Account has been opened with the Account Bank.

3.4

Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the Utilisation Date.

3.5

152

PART B

CONDITIONS PRECEDENT TO UTILISATION

Borrower

A certificate of an authorised signatory of the Borrower certifying that each copy document which it is required to provide under this Part B of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the Utilisation Date.

Release of Existing Security

Finance Documents

3.1

A duly executed original of any Finance Document not otherwise referred to in this Schedule 2 (Conditions Precedent).

3.2

A duly executed original of any other document required to be delivered by each Finance Document if not otherwise referred to this Schedule 2 (Conditions Precedent).

Ship and other security

4.1

A duly executed original of the Account Security, the Shares Security, the Mortgage, the General Assignment and any Charter Assignment and of each document to be delivered under or pursuant to each of them together with documentary evidence that the Mortgage has been duly registered or recorded (as applicable) as a valid first preferred or priority (as applicable) ship mortgage in accordance with the laws of the jurisdiction of the Approved Flag.

4.2

Documentary evidence that the Ship:

(a)

is definitively and permanently registered in the name of the Borrower under the Approved Flag.

(b)

is in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;

(c)

maintains the Approved Classification with the Approved Classification Society free of all overdue recommendations and conditions of the Approved Classification Society; and

(d)

is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with.

4.3

Documents establishing that the Ship will, as from the Utilisation Date, be managed commercially by the Approved Commercial Manager and managed technically by the Approved Technical Manager on terms acceptable to the Facility Agent acting with the authorisation of all of the Lenders, together with:

(a)

a Manager's Undertaking for each of the Approved Technical Manager and the Approved Commercial Manager; and

153

(b)

copies of the Approved Technical Manager's Document of Compliance and of the Ship's Safety Management Certificate (together with any other details of the applicable Safety Management System which the Facility Agent requires (acting on the instructions of the Majority Lenders)) and of any other documents required under the ISM Code and the ISPS Code in relation to the Ship including without limitation an ISSC.

4.4

Legal opinions

Legal opinions of the legal advisers to the Facility Agent and the Security Agent in the jurisdiction of the Approved Flag of the Ship, Marshall Islands and such other relevant jurisdictions as the Facility Agent may require.

Other documents and evidence

6.1

Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the Utilisation Date.

154

SCHEDULE 3

REQUESTS

UTILISATION REQUEST

From:

Lord Ocean Navigation Co.

[·]

~~Wilmingten Trust, Natienal Assedation~~

To:

Lucid Agency Services Limited

[·]

Dated: [·] June 2018

Dear Sirs

Lord Ocean Navigation Co. $24,500,000 Facility Agreement dated ~~[•]~~-11 June 2018 (as amended and restated pursuant to a resignation, appointment, amendment and restatement deed dated [·] 2020, the "Agreement")

We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

We wish to borrow the Loan on the following terms:

Proposed Utilisation Date:	[·] June 2018 (or, if that is not a Business Day, the next Business Day)

Amount:	[$24,500,000] or, if less, the Available Facility

[You are authorised and requested to deduct from the Loan prior to funds being remitted the following amounts set out against the following items:

Fees payable on the Utilisation date pursuant to Clause 11 (Fees)	$[·]

Net proceeds of Loan	$[[·]]]

[We request that funds are prepositioned with [include details of relevant bank] in accordance with Clause 5.8 (Prepositioning of Funds).]

We confirm that each condition specified in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent) of the Agreement as they relate to the Loan is satisfied on the date of this Utilisation Request.

The net proceeds of the Loan should be credited to [·].

This Utilisation Request is irrevocable.

155

Yours faithfully


[·]
authorised signatory for
LORD OCEAN NAVIGATION CO.

156

SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

To:

~~WiImington Trust, National AssOCiation~~ Lucid Agency Services Limited as Facility Agent

From:

[the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")

Dated: [·]

Dear Sirs

Lord Ocean Navigation Co. – $24,500,000 Facility Agreement dated ~~[•]~~ 11 June 2018 (as amended and restated pursuant to a resignation, appointment, amendment and restatement deed dated [·] 2020. the "Agreement")

We refer to Clause 26.5 (Procedure for transfer) of the Agreement:

(a)

(b)

The proposed Transfer Date is [·].

(c)

The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 35.2 (Addresses) of the Agreement are set out in the Schedule.

The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 26.4 (Limitation of responsibility of Existing Lenders) of the Agreement.

This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

157

transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

158

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details

for notices and account details for payments.]

[Existing Lender]	[New Lender]

By: [·]	By: [·]

This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [·].

[Facility Agent]

By: [·]

159

SCHEDULE 5

FORM OF ASSIGNMENT AGREEMENT

To:

~~WiImington Trust, National Association~~ Lucid Agency Services Limited as Facility Agent and Lord Ocean Navigation Co. as Borrower, for and on behalf of each Transaction Obligor

From:

[the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")

Dated: [·]

Dear Sirs

Lord Ocean Navigation Co. - $24,500,000 Facility Agreement dated ~~[•]~~ 11 June 2018 (as amended and restated pursuant to a resignation, appointment, amendment and restatement deed dated [•] 2020. the "Agreement")

We refer to Clause 26.6 (Procedure for assignment):

(a)

(b)

(c)

The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

(d)

All rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender's title and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender.

The proposed Transfer Date is [•].

On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

The Facility Office and address, fax, number and attention details for notices of the New Lender for the purposes of Clause 35.2 (Addresses) are set out in the Schedule.

The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 26.4 (Limitation of responsibility of Existing Lenders).

This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 26.7 (Copy of Transfer Certificate or

160

Assignment Agreement to Borrower), to the Borrower (on behalf of each Transaction Obligor) of the assignment referred to in this Assignment Agreement.

This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

161

THE SCHEDULE

Commitment rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for notices
and account details for payments]

[Existing Lender]	[New Lender]

By: [·]	By: [·]

This Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [·].

[Facility Agent]

By:

162

SCHEDULE 6

REPAYMENT SCHEDULE

Date	Opening Balance		Amortization		Closing Balance		Interest
13/06/2018						24,500,000
13/09/2018		24,500,000		200,000		24,300,000		876,400
13/12/2018		24,300,000		200,000		24,100,000		864,700
13/03/2019		24,100,000		200,000		23,900,000		853,000
13/06/2019		23,900,000		200,000		23,700,000		876,400
13/09/2019		23,700,000		200,000		23,500,000		876,400
13/12/2019		23,500,000		200,000		23,300,000		864,700
13/03/2020		23,300,000		200,000		23,100,000		864,700
13/06/2020		23,100,000		200,000		22,900,000		876,400
13/09/2020		22,900,000		600,000		22,300,000		476,400
13/12/2020		22,300,000		700,000		21,600,000		364,700
13/03/2021		21,600,000		700,000		20,900,000		353,000
13/06/2021		20,900,000		700,000		20,200,000		376,400
13/09/2021		20,200,000		600,000		19,600,000		476,400
13/12/2021		19,600,000		700,000		18,900,000		364,700
13/03/2022		18,900,000		600,000		18,300,000		453,000
13/06/2022		18,300,000		700,000		17,600,000		376,400
13/09/2022		17,600,000		600,000		17,000,000		476,400
13/12/2022		17,000,000		500,000		16,500,000		564,700
13/03/2023		16,500,000		500,000		16,000,000		553,000
13/06/2023		16,000,000		700,000		15,300,000		376,400
13/09/2023		15,300,000		700,000		14,600,000		376,400
13/12/2023		14,600,000		700,000		13,900,000		364,700
13/03/2024		13,900,000		700,000		13,200,000		364,700
13/06/2024		13,200,000		700,000		12,500,000		376,400
13/09/2024		12,500,000		700,000		11,800,000		376,400
13/12/2024		11,800,000		800,000		11,000,000		264,700
13/03/2025		11,000,000		700,000		10,300,000		353,000
13/06/2025		10,300,000		800,000		9,500,000		276,400
Totals				15,000,000				14,916,900

163

SCHEDULE 7

TIMETABLES

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))		Two Business Days before the intended Utilisation Date (Clause 5.1 (Delivery of a Utilisation Request))

Facility Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders' participation)		One Business Day before the intended Utilisation Date.

LIBOR is fixed		Quotation Day as of 11:00 am London time

164

EXECUTION PAGES

BORROWER

SIGNED by Stavros Gyftakis	)
duly authorised Attorney-in-Fact	)
for and on behalf of	)
LORD OCEAN NAVIGATION CO.	)
in the presence of:	)

Witness' signature:	)
Witness' name:	)
Witness' address:	)

GUARANTOR

SIGNED by Stavros Gyftakis	)
duly authorised Attorney-in-Fact	)
for and on behalf of	)
SEANERGY MARITIME HOLDINGS CORP.	)
in the presence of:	)

Witness' signature:	)
Witness' name:	)
Witness' address:	)

ORIGINAL LENDERS

SIGNED by Bruce Kahne	)
duly authorised General Counsel/CCO	)
for and on behalf of	)
~~ENTRUSTPERMAL~~ ENTRUSTGLOBAL ICAV	)
for and on behalf of	)
BLUE OCEAN FUND	)
By: ~~EnTrustPcrmal~~ EnTrust Global Partners Offshore LP	)
as its Investment Advisor	)
in the presence of:	)

Witness' signature:	)
Witness' name:	)
Witness' address:	)

165

SIGNED by Bruce Kahne	)
duly authorised General Counsel/CCO	)
for and on behalf of	)
BLUE OCEAN ONSHORE FUND LP	)
By: ~~EnTrust Partners~~ Blue Ocean GP LLC	)
as its General Partner	)
in the presence of:	)

Witness' signature:	)
Witness' name:	)
Witness' address:	)

SIGNED by Bruce Kahne	)
duly authorised General Counsel/CCO	)
for and on behalf of	)
BLUE OCEAN INVESTMENTS SPC	)
for and on behalf of	)
SEGREGATED PORTFOLIO ONE	)
By: ~~EnTrustPermal~~ EnTrust Global Partners Offshore LP	)
as its Investment Advisor	)
in the presence of:	)

Witness' signature:	)
Witness' name:	)
Witness' address:	)

FACILITY AGENT

SIGNED by	)
duly authorised	)
for and on behalf of	)
~~WILMINGTON TRUST,~~	)
LUCID AGENCY SERVICES LIMITED	)
~~NATIONAL ASSOCIATION~~	)
in the presence of:	)

Witness' signature:	)
Witness' name:	)
Witness' address:	)

166

SECURITY AGENT

SIGNED by	)
duly authorised	)
for and on behalf of	)
~~WILMINGTON TRUST,~~	)
LUCID TRUSTEE SERVICES LIMITED	)
~~NATIONAL ASSOCIATION~~	)
in the presence of:	)

Witness' signature:	)
Witness' name:	)
Witness' address:	)

167

Exhibit 10.98

Dated 8 February 2021

PREMIER MARINE CO.

FELLOW SHIPPING CO.

as joint and several borrowers

and

SEANERGY MARTIME HOLDINGS CORP.

as Guarantor

and

UNICREDIT BANK AG

as Lender

SUPPLEMENTAL AGREEMENT

relating to

a facility agreement dated 11 September 2015

(as amended and restated on 22 November 2018)

in respect of a loan facility of (originally) up to US$52,704,790

Index

Clause		Page

1	Definitions and Interpretation	4
2	Agreement of the Lender	5
3	Conditions Precedent	5
4	Representations	5
	Amendments to Facility Agreement and other Finance Documents	6
5	Further Assurance	8
6	Costs and Expenses	8
7	Notices	8
8	Counterparts	8
9	Governing Law	8
10	Enforcement	8

Schedules

Schedule 1 Conditions Precedent		10

Execution

Execution Pages		11

THIS AGREEMENT is made on 8 February 2021

PARTIES

(1)	PREMIER MARINE CO., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, the Marshall Islands as a borrower ("Borrower A");

(2)	FELLOW SHIPPING CO., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, the Marshall Islands as a borrower ("Borrower B" and together with Borrower A, the "Borrowers");

(3)	SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, the Marshall Islands as guarantor (the "Guarantor"); and

(4)	UNICREDIT BANK AG as lender (the "Lender").

BACKGROUND

(A)	By the Facility Agreement, the Lender agreed to make available to the Borrowers a facility of (originally) up to US$52,704,790, of which US$33,184,790 was outstanding on 28^th December 2020 and $31,632,790 is outstanding on the date of this Agreement.

(B)	The Obligors have requested that the Lender gives its consent to:

(i)

extend the Termination Date from 29 December 2020 to 29 December 2022;

(ii)

reduce the amount of the Repayment Instalments falling due during the Extension Period (as defined below) from $1,552,000 to $1,200,000;

(iii)

waive compliance with the financial covenants included in paragraphs (a) and (b) clause 21.1 (Financial Covenants) of the Facility Agreement retrospectively from 30 June 2020 and at all times thereafter during the Extension Period;

(iv)

waive the Borrowers' compliance with the Security Cover Ratio required to be maintained pursuant to clause 25.1 (Minimum Required Security Cover) of the Facility Agreement retrospectively from 31 December 2019 and at all times thereafter until the end of the Extension Period; and

(v)

amend the provisions relating to the ownership of the Guarantor included in the Facility Agreement,

together, the "Request".

(C)	The Lender agrees to the Request subject to (inter alia) the following conditions:

(i)

the increase of the Applicable Margin to 3.50 per cent. per annum from 29^th December 2020 and at all times thereafter during the Security Period;

(ii)

the Borrowers repaying the Repayment Instalment which fell due on 29^th December 2020 in the amount of $1,200,000 (the receipt of which the Lender hereby acknowledges); and

(iii)

the Borrowers prepaying the Repayment Instalment which will fall due on 29 March 2021 and part of the Repayment Instalment which will fall due on 29 June 2021 (in the aggregate amount of $1,700,000 of which $352,000 have been paid in addition to the payment made under (ii) above) on or prior to the Effective Date.

(D)	This Agreement sets out the terms and conditions on which the Lender agrees, with effect on and from the Effective Date, to the Request and to the consequential amendments of the Facility Agreement and the other Finance Documents in connection with those matters.

OPERATIVE PROVISIONS

1	DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement:

"Effective Date" means the date on which the conditions precedent in Clause 3 (Conditions Precedent) are satisfied.

"Extension Period" means the period commencing on 29 December 2020 and ending on 29 December 2022 (inclusive).

"Facility Agreement" means the facility agreement dated 11 September 2015 (as amended and/or supplemented by a supplemental agreement dated 3 June 2016, a supplemental letter agreement dated 29 July 2016, a supplemental letter agreement dated 7 March 2017, a supplemental letter agreement dated 25 September 2017, a supplemental letter agreement dated 30 April 2018 and a supplemental letter agreement dated 10 October 2018, as amended and/or restated by a deed of accession, amendment and restatement dated 22 November 2018 and as further amended and/or supplemented by a supplemental agreement dated 3 July 2019) and made between, among others, (i) the Borrowers as joint and several borrowers, (ii) the Guarantor as guarantor and (iii) the Lender as lender.

"Mortgage" means the first preferred Marshall Islands mortgage over the motor vessel "FELLOWSHIP" dated 22 November 2018 (as amended by a first addendum dated 3 July 2019) and executed by Borrower B in favour of the Lender.

"Mortgage Addendum" means the second addendum to the Mortgage made or to be made between Borrower B and the Lender in the agreed form.

"Party" means a party to this Agreement.

1.2

Defined expressions

Defined expressions in the Facility Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires or unless otherwise defined in this Agreement.

1.3

Application of construction and interpretation provisions of Facility Agreement

Clause 1.2 (construction) of the Facility Agreement applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

1.4

Designation as a Finance Document

The Obligors and the Lender designate this Agreement as a Finance Document.

1.5

Third party rights

Unless provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Agreement.

2	AGREEMENT OF THE LENDER

2.1

Agreement of the Lender

The Lender agrees, subject to and upon the terms and conditions of this Agreement, to:

(a)	the Request; and

(b)	the consequential amendments to the Facility Agreement and the other Finance Documents.

2.2

Effective Date

The agreement of the Lender contained in Clauses 2.1 (Agreement of the Lender) shall have effect on and from the Effective Date.

3	CONDITIONS PRECEDENT

The agreement of the Lender contained in Clause 2.1 (Agreement of the Lender) is subject to:

(a)	no continuing Event of Default on the date of this Agreement and the Effective Date having occurred or resulting from the occurrence of the Effective Date;

(b)	the Repeating Representations (other than clause 19.32 (Ownership of the Guarantor) of the Facility Agreement) made by each Obligor being true on the date of this Agreement and the Effective Date; and

(c)	the Lender having received all of the documents and other evidence listed in Schedule 1 (Conditions Precedent) in form and substance satisfactory to the Lender on or before the date of this Agreement or such later date as the Lender may agree with the Borrowers.

4	REPRESENTATIONS

4.1

Facility Agreement representations

Each Obligor that is a party to the Facility Agreement makes the representations and warranties set out in clause 19 (Representations) of the Facility Agreement, as amended and/or supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate and the Mortgage Addendum, by reference to the circumstances then existing on the date of this Agreement and on the Effective Date.

4.2

Finance Document representations

Each Obligor makes the representations and warranties set out in the Finance Documents (other than the Facility Agreement) to which it is a party, as amended and/or supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, the Mortgage Addendum, by reference to the circumstances then existing on the date of this Agreement and on the Effective Date.

AMENDMENTS TO FACILITY AGREEMENT AND OTHER FINANCE DOCUMENTS

4.3

Specific amendments to the Facility Agreement

With effect on and from the Effective Date the Facility Agreement shall be, and shall be deemed by this Agreement to have been, amended as follows:

(a)	by deleting the definitions of "Disclosed Person" and "Permitted Holders" from clause 1.1 (Definitions) thereof in their entirety and references to such terms throughout the Facility Agreement;

(b)	by deleting the definitions of "Applicable Margin" and "Termination Date" from clause 1.1 (Definitions) thereof in their entirety and replacing them with the following:

""Applicable Margin" means 3.50 per cent per annum starting from 29 December 2020 and at all other times during the Security Period.

"Termination Date" means 29 December 2022.";

(c)	by inserting in clause 1.1 (Definitions) thereof the following new definition in the requisite alphabetical order:

""Extension Period" means the period commencing on 29 December 2020 and ending on 29 December 2022 (inclusive)";

(d)	by deleting the table in clause 6.1 (Repayment of Loan) thereof in its entirety and replacing it with the following new table:

(e)	by deleting clause 8.1 (Calculation of Interest) thereof in its entirety and replacing it with the following:

"8.1 Calculation of interest

The rate of interest on the Loan or any part of the Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

(a)

the Applicable Margin; and

(b)

LIBOR.;"

(f)	by deleting clause 7.5 (Mandatory prepayment on Change of Ownership) in its entirety;

(g)	by deleting clause 19.32 (Ownership of Guarantor) in its entirety;

(h)	by adding a new floating paragraph in clause 21.1 (Financial Covenants) thereof as follows:

"Provided that paragraphs(a) and (b) of this Clause 21.1 shall not be tested on 30 June 2020 and on 30 September 2020 and shall not be required to be complied with during the Extension Period";

(i)	by deleting paragraph (c) of clause 25.1 (Minimum Required Security Cover) thereof in its entirely and replacing it with the following:

"(c )

at any time during the period commencing on 1 July 2019 and ending on 31 December 2019 (inclusive) that the Security Cover Ratio is below 120 per cent.";

(j)	by adding a paragraph (e ) in clause 27.6 (Cross Default) thereof as follows:

"(e )

No Event of Default will occur under this Clause 27.6 (Cross default) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than, $5,000,000 (or its equivalent in any other currency).";

(k)	by deleting in paragraph (b) in clause 27.10 (Ownership of the Obligors) the words "Permitted Holders" and replacing them with the words "Jelco Delta Holding Corp. and its ultimate beneficial owner(s) as disclosed and identified by the Borrowers to the Lender on 8 February 2021)";

(l)	by construing references throughout to "this Agreement" and other like expressions as if the same referred to the Facility Agreement as amended and/or supplemented by this Agreement; and

(m)	by construing the definition of, and references throughout the Facility Agreement to, the Mortgage, as if the same referred to the Mortgage as amended and supplemented by the Mortgage Addendum.

4.4	Amendments to Finance Documents

With effect on and from the Effective Date each of the Finance Documents other than the Facility Agreement and the Mortgage which is amended and/or supplemented by the Mortgage Addendum, shall be, and shall be deemed by this Agreement to have been, amended as follows:

(a)	the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement and those Finance Documents as amended/or and supplemented by this Agreement;

(b)	the definition of, and references throughout each of the Finance Documents to, the Mortgage shall be construed as if the same referred to the Mortgage as amended/or and supplemented by the Mortgage Addendum; and

(c)	by construing references throughout each of the Finance Documents to "this Agreement", "this Deed" and other like expressions as if the same referred to such Finance Documents as amended and/or supplemented by this Agreement.

4.5	Finance Documents to remain in full force and effect

The Finance Documents shall remain in full force and effect as amended and/or supplemented by:

(a)	the amendments to the Finance Documents contained or referred to in Clause 5.1 (Specific amendments to the Facility Agreement) and Clause 5.2 (Amendments to Finance Documents) and the Mortgage Addendum; and

(b)	such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.

5	FURTHER ASSURANCE

Clause 22.25 (Further assurance) of the Facility Agreement applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

6	COSTS AND EXPENSES

Clause 16.2 (amendment costs) of the Facility Agreement, as amended and/or supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

NOTICES

Clause 33 (notices) of the Facility Agreement, as amended and/or supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

8	COUNTERPARTS

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

9	GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

10	ENFORCEMENT

10.1	Jurisdiction

(a)

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").

(b)	The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.

(c)

This Clause 10.1 (Jurisdiction) is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.

10.2	Service of process

(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor:

(i)

irrevocably appoints Messrs E. J. C. Album Solicitors, presently at 47 Lyndale Avenue, London NW2 2QB, England (attention: Mr. Edward Album, tel: +44 (0) 20 77946080 and email: ejca@mitgr.com) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii)

agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b)

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrowers (on behalf of all the Obligors) must immediately (and in any event within 14 days of such event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint another agent for this purpose.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

CONDITIONS PRECEDENT

Obligors

Documents of the kind specified in Schedule 2 Part A paragraphs 1.1, 1.2, 1.3 and 1.6 of the Facility Agreement.

Security

2.1	A duly executed original of the Mortgage Addendum together with documentary evidence that the Mortgage Addendum has been duly registered as a valid addendum to the Mortgage in accordance with the laws of the jurisdiction of the applicable Approved Flag.

2.2	A duly executed original of this Agreement.

3	Legal opinions

3.1	If an Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Lender in the relevant jurisdiction, substantially in the form distributed to the Lender before signing this Agreement.

3.2	Legal opinions of the legal advisers to the Lender in the jurisdiction of the applicable Approved Flag of the Ship and such other relevant jurisdictions as the Lender may require.

4	Other documents and evidence

4.1

A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and performance of the transactions contemplated by this Agreement and the Mortgage Addendum or for the validity and enforceability of any Finance Document as amended and/or supplemented by this Agreement or by the Mortgage Addendum.

4.2	Evidence to the Lender's satisfaction that the costs and expenses then due from the Borrowers pursuant to Clause 7 (Costs and Expenses) have been paid.

4.3	Evidence to the Lender's satisfaction that the amounts referred to in Background C (ii) and C (iii) have been paid.

4.4	Lender’s confirmation that the Borrowers have disclosed to its satisfaction the ultimate beneficial owner(s) of Jelco Delta Holding Corp..

4.5	Evidence that the agent referred to in Clause 11.2 has accepted its appointment as agent for the service of process under this Agreement.

EXECUTION PAGES

BORROWERS

SIGNED by Stavros Gyftakis	)
duly authorised attorney-in-fact	)	/s/ Stavros Gyftakis
for and on behalf of	)
PREMIER MARINE CO.	)
in the presence of:	)

Witness' signature:	)	/s/ Eliza Makri
Witness' name:	)	Eliza Makri
Witness' address:	)	348 Leoforos
		Siggrou, Kalithea
		17674, Athens

SIGNED by Stavros Gyftakis	)
duly authorised attorney-in-fact	)	/s/ Stavros Gyftakis
for and on behalf of	)
FELLOW SHIPPING CO.	)
in the presence of:	)

Witness' signature:	)	/s/ Eliza Makri
Witness' name:	)	Eliza Makri
Witness' address:	)	348 Leoforos
		Siggrou, Kalithea
		17674, Athens

GUARANTOR

SIGNED by Stavros Gyftakis	)
duly authorised attorney-in-fact	)	/s/ Stavros Gyftakis
for and on behalf of	)
SEANERGY MARITIME HOLDINGS	)
CORP.	)
in the presence of:	)

Witness' signature:	)	/s/ Eliza Makri
Witness' name:	)	Eliza Makri
Witness' address:	)	348 Leoforos
		Siggrou, Kalithea
		17674, Athens

LENDER

SIGNED by Kelina Kantzou	)
and	)	/s/ Kelina Kantzou
duly authorised attorneys-in-fact	)
for and on behalf of	)
UNICREDIT BANK AG	)
in the presence of:	)

Witness' signature:	)	/s/ Eliza Makri
Witness' name:	)	Eliza Makri
Witness' address:	)	348 Leoforos
		Siggrou, Kalithea
		17674, Athens

Exhibit 10.99

Dated 12 February 2021

US$20,890,000

AMENDMENT TO TERM LOAN FACILITY

PARTNER SHIPPING CO. LIMITED

as Borrower

and

SEANERGY MARITIME HOLDINGS CORP.

as Corporate Guarantor

and

AMSTERDAM TRADE BANK N.V.

as Arranger

and

AMSTERDAM TRADE BANK N.V.

as Facility Agent

and

AMSTERDAM TRADE BANK N.V.

as Security Agent

SECOND SUPPLEMENTAL AGREEMENT

relating to

a senior secured loan facility of up to US$20,890,000

(i) to refinance the existing indebtedness

secured on m.v. "PARTNERSHIP" and

(ii) for general working capital purposes of the Group

Index

Clause		Page

1	Definitions and Interpretation	2
2	Agreement of the Finance Parties	3
3	Conditions Precedent	4
4	Representations	4
5	Amendments to Facility Agreement and other Finance Documents	4
6	Further Assurance	8
7	Fees, Costs and Expenses	8
8	Notices	8
9	Counterparts	8
10	Governing Law	8
11	Enforcement	8

Schedules

Schedule 1 The Lenders		10
Schedule 2 Conditions Precedent		11

Execution

Execution Pages		12

THIS AGREEMENT is made on 12 February 2021

PARTIES

(1)	PARTNER SHIPPING CO. LIMITED, a company incorporated in the Republic of Malta whose registered address is at 147/1 St. Lucia Street, Valletta, VLT 1185, Malta and registered as foreign maritime entity under the Republic of the Marshall Islands as borrower (the "Borrower");

(2)	SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as corporate guarantor (the "Corporate Guarantor");

(3)	AMSTERDAM TRADE BANK N.V. as arranger (the "Arranger");

(4)	THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as lenders (the "Original Lenders");

(5)	AMSTERDAM TRADE BANK N.V. as agent of the other Finance Parties (the "Facility Agent"); and

(6)	AMSTERDAM TRADE BANK N.V. as security agent for the Secured Parties (the "Security Agent").

BACKGROUND

(A)	By the Facility Agreement, the Lenders agreed to make available to the Borrower a facility of up to $20,890,000.

(B)	We have been advised that there was an Event of Default under each of the Junior Agreements (the "Junior Default"). Pursuant to clause 27.19 (j) of the Facility Agreement the Junior Default constitutes an Event of Default under the Facility Agreement (the "Existing Default").

(C)	By a supplemental agreement dated 12 January 2021 relating to the Intercreditor Agreement, the Shareholder has requested and the Lenders have given their consent to, inter alia, amend certain provisions of each Junior Agreement.

(D)	The Borrower has already drawn down the following Advances:

(i)

an Advance under Tranche A in the amount of $16,390,000;

(ii)

an Advance under Tranche B in the amount of $2,250,000; and

(iii)

an Advance under Tranche C in the amount of $2,250,000,

of which $17,446,818 is outstanding as at the date of this Agreement.

(E)	The Obligors have requested that the Lenders and the other Finance Parties give their consent to:

(i)

amend:

(A)

the financial covenants of the Corporate Guarantor under paragraphs (b) and (c) of clause 20.2 (Other financial covenants) of the Facility Agreement; and

(B)

the security cover provisions in clause 24.1 (Minimum required security cover) of the Facility Agreement; and

(ii)

waive the Existing Default.

together, the "Request".

(F)	The Lenders and the other Finance Parties agree to the Request subject to, inter alia, the following conditions:

(i)

prepayment of the Repayment Instalment of each of Tranche A, Tranche B and Tranche C falling due on 27 May 2021 on the date of this Agreement;

(ii)

payment of an amendment fee in an amount of US$22,410 on the date of this Agreement; and

(iii)

payment of $17,500 (representing 50 per cent. of the amount of the transfer to the DD Reserve Account which is scheduled to take place on -the next Repayment Date) on the date of this Agreement.

(G)	This Agreement sets out the terms and conditions on which the Lenders and the other Finance Parties agree, with effect on and from the Effective Date, to the Request and to the consequential amendments to the Facility Agreement and the other Finance Documents.

OPERATIVE PROVISIONS

1	DEFINITIONS AND INTERPRETATION

1.1	Definitions

In this Agreement:

"Effective Date" means the date on which the conditions precedent in Clause 3 (Conditions Precedent) are satisfied.

"Facility Agreement" means the facility agreement dated 13 February 2019 (as amended and/or supplemented by a first supplemental agreement dated 13 June 2019 and as further amended and/or supplemented by a supplemental letter dated 21 August 2019) and made between (i) the Borrower as borrower, (ii) the Corporate Guarantor as corporate guarantor, (iii) the Arranger as arranger, (iv) the Original Lenders as lenders, (v) the Facility Agent as facility agent and (vi) the Security Agent as security agent.

"Mortgage Addendum" means the first mortgage addendum to the Mortgage executed or to be executed by the Borrower and the Security Agent, in the agreed form.

"Party" means a party to this Agreement.

1.2	Defined expressions

Defined expressions in the Facility Agreement and the other Finance Documents shall have the same meanings when used in this Agreement unless the context otherwise requires or unless otherwise defined in this Agreement.

1.3	Application of construction and interpretation provisions of Facility Agreement

Clause 1.2 (construction) of the Facility Agreement applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

1.4	Agreed forms of new, and supplements to, Finance Documents

References in Clause 1.1 (Definitions) to any new or supplement to a Finance Document being in "agreed form" are to that Finance Document:

(a)	in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower and the Facility Agent); or

(b)	in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where clause 42.2 (All Lenders matters) of the Facility Agreement applies, all the Lenders.

1.5	Designation as a Finance Document

The Borrower and the Finance Parties designate this Agreement as a Finance Document.

1.6	Third party rights

Unless provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Agreement.

2	AGREEMENT OF THE FINANCE PARTIES

2.1	Agreement of the Lenders

The Lenders agree, subject to and upon the terms and conditions of this Agreement, to:

(a)	the Request; and

(b)	the consequential amendments to the Facility Agreement and the other Finance Documents.

2.2	Agreement of the Finance Parties

The Finance Parties agree, subject to and upon the terms and conditions of this Agreement, to the Request and to the consequential amendment of the Facility Agreement and the other Finance Documents in connection with the matters referred to in Clause 2.1 (Agreement of the Lenders).

2.3	Effective Date

The agreement of the Lenders and the other Finance Parties contained in Clause 2.1 (Agreement of the Lenders) and Clause 2.2 (Agreement of the Finance Parties) shall have effect on and from the Effective Date.

3	CONDITIONS PRECEDENT

The agreement of the Lenders and the other Finance Parties contained in Clause 2.1 (Agreement of the Lenders) and Clause 2.2 (Agreement of the Finance Parties) is subject to:

(a)	no Default (other than the Existing Default) is continuing on the date of this Agreement and the Effective Date or resulting from the occurrence of the Effective Date;

(b)	the Repeating Representations to be made by each Obligor being true on the date of this Agreement and the Effective Date; and

(c)	the Facility Agent having received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent on or before the Effective Date or such later date as the Facility Agent may agree with the Borrower.

4	REPRESENTATIONS

4.1	Facility Agreement representations

Each Obligor that is a party to the Facility Agreement makes the representations and warranties set out in clause 18 (representations) of the Facility Agreement, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and where appropriate the Mortgage Addendum, by reference to the circumstances then existing on the date of this Agreement and on the Effective Date.

4.2	Finance Document representations

Each Obligor makes the representations and warranties set out in the Finance Documents (other than the Facility Agreement) to which it is a party, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and where appropriate the Mortgage Addendum, by reference to the circumstances then existing on the date of this Agreement and on the Effective Date.

5	AMENDMENTS TO FACILITY AGREEMENT AND OTHER FINANCE DOCUMENTS

5.1	Specific amendments to the Facility Agreement

With effect on and from the Effective Date, the Facility Agreement shall be, and shall be deemed by this Agreement to have been, amended as follows:

(a)	by deleting the definitions of "Intercreditor Agreement" and "Junior Agreement" in clause 1.1 thereof in its entirety and replacing it with the following:

""Intercreditor Agreement" means the intercreditor agreement dated 15 February 2019 and entered into between, inter alia, the Borrower, the Corporate Guarantor, the Shareholder, the Lenders, the Facility Agent and the Security Agent as amended by a supplemental agreement dated 12 January 2021 and as the same has been and may further be amended from time to time.

"Junior Agreement" means each of:

(a)

the loan agreement dated 24 May 2017 (as amended and supplemented by a supplemental letter dated 22 June 2017, a second supplemental letter dated 22 August 2017 and as amended and restated by a deed of amendment and restatement dated 27 September 2017, as amended and supplemented by a supplemental agreement dated 13 February 2019, as further amended by a supplemental letter dated 29 May 2019 and as further amended by an omnibus supplemental agreement dated 31 December 2020 and as amended from time to time) and made between the Corporate Guarantor as borrower and the Shareholder as lender;

(b)

the loan agreement dated 4 October 2016 (as amended on 17 November 2016, as amended and restated by a deed of amendment and restatement dated 28 November 2016, as amended and supplemented by a supplemental agreement dated 13 June 2018, as further amended and restated by a second deed of amendment and restatement 13 February 2019, as further amended and supplemented by a supplemental letter dated 29 May 2019 and as further amended by an omnibus supplemental agreement dated 31 December 2020 and as amended from time to time) and made between the Corporate Guarantor as borrower and the Shareholder as lender; and

(c)

the convertible promissory note dated 27 September 2017 (as amended by an amendment dated 13 February 2019, as further amended by a second amendment dated 29 May 2019 and as further amended by an omnibus supplemental note agreement dated 31 December 2020 and as from time to time further amended and restated) issued by the Corporate Guarantor as maker to the Shareholder as holder,

and, in the plural, means all of them. ";

(b)	by adding in the end of paragraph (b) of the definition of the "Junior Finance Documents" in clause 1.1 thereof the following wording:

" as from time to time, further amended and supplemented by an addendum thereto.; "

(c)	by deleting paragraph (c) of clause 20.2 thereof in its entirety and replacing it with the following new paragraph (c):

" (c)

the Leverage Ratio does not exceed:

(i)

from the date of this Agreement until 31 March 2020 (inclusive), 85 per cent.; and

(ii)

from 30 June 2020 and for the remainder of the Security Period, 85 per cent.";

(d)	by adding a new paragraph (b) in clause 20.3 thereof as follows:

"(b)

The Facility Agent has agreed to waive the Corporate Guarantor's compliance with the financial covenant contained in paragraph (b) of Clause 20.2 above from 30 June 2020 and for the remainder of the Security Period.";

(e)	by deleting clause 24.1 thereof in its entirety and replacing it with the following new clause:

"24.1

Minimum required security cover

(a)

Clause 24.2 (Provision of additional security; prepayment) applies if on or after the first Utilisation Date, the Facility Agent notifies the Borrower that:

(i) the Market Value of the Ship; plus

(ii) the net realisable value of additional Security previously provided under this Clause 24 (Security Cover) (up to and including 31 December 2021, any amount remaining blocked under the DD Reserve Account from time to time in accordance with Clause 25.4 (Transfers to the DD Reserve Account)),

(b) is below:

(i) during the period commencing on the first Utilisation Date and ending on 30 June 2021 (inclusive), 140 per cent. of the Loan;

(ii) during the period commencing on 1 July 2021 and ending on 31 December 2021 (inclusive), 145 per cent. of the Loan; and

(iii) at all times thereafter, 150 per cent. of the Loan.";

(f)	by deleting the column named "Address for Communication" in Parts B and C of Schedule 1 thereof in their entirety and replacing them with the following new column:

	"-Address:

	World Trade Center
	Tower I, Level 6
	Strawinskylaan 1939
	1077 XX, Amsterdam
	The Netherlands

	Attention:Iraklis Tsirigotis/Mingli Zhu

	Email:
	To: I.Tsirigotis@atbank.nl/
	m.zhu@atbank.nl

	Cc: shipping.finance@atbank.nl

	Telephone No.:	+31 (0) 205 209 277 /
		+31 (0) 205 209 404

	Administrative Matters

	Address:

	World Trade Center
	Tower I, Level 6
	Strawinskylaan 1939
	1077 XX, Amsterdam
	The Netherlands

	Attention: Liujun Zhou
	Email:
	To: shipping.finance@atbank.nl

	Telephone No.:	+31 (0) 205 209 277 /
		+31 (0) 205 209 404";

(g)	by construing references throughout the Facility Agreement to "the Mortgage" as if the same referred to the Mortgage as amended and supplemented by the Mortgage Addendum;

(h)	the definition of, and references throughout to, each Finance Document shall be construed as if the same referred to that Finance Document as amended and supplemented by this Agreement; and

(i)	by construing references throughout to "this Agreement" and other like expressions as if the same referred to the Facility Agreement as amended and supplemented by this Agreement.

5.2	Amendments to Finance Documents

With effect on and from the Effective Date, each of the Finance Documents other than the Facility Agreement and the Mortgage which is amended and supplemented by the Mortgage Addendum, shall be, and shall be deemed by this Agreement to have been, amended as follows:

(a)	the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement and those Finance Documents as amended and supplemented by this Agreement;

(b)	by construing the definition of, and references throughout each of the Finance Documents to, the Mortgage as if the same referred to the Mortgage as amended and supplemented by the Mortgage Addendum; and

(c)	by construing references throughout each of the Finance Documents to "this Agreement", "this Deed" and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.

5.3	Finance Documents to remain in full force and effect

The Finance Documents shall remain in full force and effect as amended and supplemented by:

(a)	the amendments to the Finance Documents contained or referred to in Clause 5.1 (Specific amendments to the Facility Agreement) and Clause 5.2 (Amendments to Finance Documents); and

(b)	such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.

5.4

Waiver

The Finance Parties, following the waiver provided by the Shareholder in respect of the Junior Default, hereby, with effect on and from the Effective Date, consent to irrevocably waive the Existing Default for the remainder of the Security Period.

6	FURTHER ASSURANCE

Clause 21.21 (Further assurance) of the Facility Agreement applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

7	FEES, COSTS AND EXPENSES

(a)	The Borrower shall pay to the Facility Agent an amendment fee in an amount of US$22,410 on the date of this Agreement.

(b)	Clause 16.2 (Amendment costs) of the Facility Agreement, as amended and supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

NOTICES

Clause 36 (Notices) of the Facility Agreement, as amended and supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

9	COUNTERPARTS

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

10	GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

11	ENFORCEMENT

11.1	Jurisdiction

(a)

(b)	The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.

(c)

This Clause 11.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

11.2	Service of process

(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i)

irrevocably appoints Messrs E. J. C. Album Solicitors, presently of 47 Lyndale Avenue, London NW2 2QB, England (attention: Mr Edward Album, tel: +44 20 7794 6080) as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(ii)

agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b)

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

THE LENDERS

Name of Original Lender Commitment	Address for Communication		Commitment

Amsterdam Trade Bank N.V.	Non-Administrative Matters		$20,890,000

	Address:

	World Trade Center
	Tower I, Level 6
	Strawinskylaan 1939
	1077 XX, Amsterdam
	The Netherlands

	Attention:Iraklis Tsirigotis/Mingli Zhu

	Email:
	To: I.Tsirigotis@atbank.nl/
	m.zhu@atbank.nl

	Cc: shipping.finance@atbank.nl

	Telephone No.:	+31 (0) 205 209 277 /
		+31 (0) 205 209 404

	Administrative Matters

	Address:

	World Trade Center
	Tower I, Level 6
	Strawinskylaan 1939
	1077 XX, Amsterdam
	The Netherlands

	Attention: Liujun Zhou
	Email:
	To: shipping.finance@atbank.nl

	Telephone No.:	+31 (0) 205 209 277 /
		+31 (0) 205 209 404

SCHEDULE 2

CONDITIONS PRECEDENT

Obligors

Documents of the kind specified in Schedule 2 Part A paragraphs 1.1, 1.2 and 1.3 of the Facility Agreement.

Documents

2.1	A duly executed original of this Agreement by the Parties to it.

2.2	A duly executed original of the Mortgage Addendum together with documentary evidence that the Mortgage Addendum has been duly registered in accordance with the laws of the jurisdiction of the relevant Approved Flag.

3	Legal opinion

3.1	A legal opinion of Watson, Farley & Williams, legal advisers to the Facility Agent and the Security Agent in England, substantially in the form distributed to the Lenders before signing this Agreement.

3.2	If an Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Facility Agent and the Security Agent in the relevant jurisdiction, substantially in the form distributed to the Lenders before signing this Agreement.

4	Other documents and evidence

4.1

A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this Agreement and the Mortgage Addendum or for the validity and enforceability of any Finance Document as amended and supplemented by this Agreement.

4.2	Evidence satisfactory to the Facility Agent that the Repayment Instalment of each of Tranche A, Tranche B and Tranche C falling due on 27 May 2021 has been paid.

4.3	Evidence satisfactory to the Facility Agent that the payment of $17,500 (representing 50 per cent. of the amount of the transfer to the DD Reserve Account which is scheduled to take place on the next Repayment Date) has been paid.

4.4	Evidence satisfactory to the Facility Agent that the fees, costs and expenses then due from the Borrower pursuant to Clause 7 (Fees, Costs and Expenses) have been paid.

EXECUTION PAGES

BORROWER

SIGNED by Stavros Gyftakis
	)
duly authorised attorney-in-fact	)	/s/ Stavros Gyftakis
for and on behalf of	)
PARTNER SHIPPING CO. LIMITED	)
in the presence of:	)
Witness' signature:	)	/s/ Eliza Makri
Witness' name:	)	Eliza Makri
Witness' address:	)	348 Leoforos
		Siggrou, Kalithea
		17674, Athens

CORPORATE GUARANTOR

SIGNED by Stavros Gyftakis
	)
duly authorised attorney-in-fact	)	/s/ Stavros Gyftakis
for and on behalf of	)
SEANERGY MARITIME HOLDINGS CORP.	)
in the presence of:	)
Witness' signature:	)	/s/ Eliza Makri
Witness' name:	)	Eliza Makri
Witness' address:	)	348 Leoforos
		Siggrou, Kalithea
		17674, Athens

ORIGINAL LENDERS

SIGNED by Kelina Kantzou
	)
duly authorised	)	/s/ Kelina Kantzou
for and on behalf of	)
AMSTERDAM TRADE BANK N.V.	)
in the presence of:	)
Witness' signature:	)	/s/ Eliza Makri
Witness' name:	)	Eliza Makri
Witness' address:	)	348 Leoforos
		Siggrou, Kalithea
		17674, Athens

ARRANGER

SIGNED by Kelina Kantzou
	)
duly authorised	)	/s/ Kelina Kantzou
for and on behalf of	)
AMSTERDAM TRADE BANK N.V.	)
in the presence of:	)
Witness' signature:	)	/s/ Eliza Makri
Witness' name:	)	Eliza Makri
Witness' address:	)	348 Leoforos
		Siggrou, Kalithea
		17674, Athens

FACILITY AGENT

SIGNED by Kelina Kantzou
	)
duly authorised	)	/s/ Kelina Kantzou
for and on behalf of	)
AMSTERDAM TRADE BANK N.V.	)
in the presence of:	)
Witness' signature:	)	/s/ Eliza Makri
Witness' name:	)	Eliza Makri
Witness' address:	)	348 Leoforos
		Siggrou, Kalithea
		17674, Athens

SECURITY AGENT

SIGNED by Kelina Kantzou
	)
duly authorised	)	/s/ Kelina Kantzou
for and on behalf of	)
AMSTERDAM TRADE BANK N.V.	)
in the presence of:	)
Witness' signature:	)	/s/ Eliza Makri
Witness' name:	)	Eliza Makri
Witness' address:	)	348 Leoforos
		Siggrou, Kalithea
		17674, Athens

Exhibit 21.1

SUBISDIARIES OF SEANERGY MARITIME HOLDINGS CORP.

Subsidiary		Jurisdiction of Incorporation

Seanergy Management Corp.		Marshall Islands
Seanergy Shipmanagement Corp.		Marshall Islands
Sea Glorius Shipping Co.		Marshall Islands
Sea Genius Shipping Co.		Marshall Islands
Leader Shipping Co.		Marshall Islands
Premier Marine Co.		Marshall Islands
Gladiator Shipping Co.		Marshall Islands
Emperor Holding Ltd.		Marshall Islands
Fellow Shipping Co.		Marshall Islands
Champion Marine Co.		Marshall Islands
Traders Shipping Co.		Marshall Islands
Squire Ocean Navigation Co.		Liberia
Lord Ocean Navigation Co.		Liberia
Knight Ocean Navigation Co.		Liberia
Good Ocean Navigation Co.		Liberia
Martinique International Corp.		British Virgin Islands
Harbour Business International Corp.		British Virgin Islands
Maritime Glory Shipping Limited		British Virgin Islands
Maritime Grace Shipping Limited		British Virgin Islands
Pembroke Chartering Services Limited		Malta
Champion Ocean Navigation Co. Limited		Malta
Partner Shipping Co. Limited		Malta
Maritime Capital Shipping Limited		Bermuda
Maritime Capital Shipping (HK) Limited		Hong Kong

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form F-1) and related Prospectus of Seanergy Maritime Holdings Corp. for the registration of 7,031,183 common shares, 955,730 common shares issuable upon exercise of an outstanding pre-funded warrant, 7,986,913 common shares issuable upon exercise of an outstanding common share purchase warrant and 32,262,501 common shares issuable upon conversion of outstanding convertible notes and to the incorporation by reference therein of our report dated March 5, 2020, with respect to the consolidated financial statements and the financial statement schedule of Seanergy Maritime Holdings Corp. included in its Annual Report (Form 20-F) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young Certified Auditors Accountants S.A.

Athens, Greece

February 19, 2021