Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.

Conditions Precedent. The Lender’s agreement to consent to occurrence of the Borrowers’ requests referred to in Recital F hereof Increase Amount Date is subject to the condition that following conditions: A. the Lender Administrative Agent shall have received signature pages for this Increase Joinder from Borrower and the following Incremental Lenders; B. the Administrative Agent shall have received from Borrower a certificate, executed by the secretary of Borrower (or such other officer as may be acceptable to the Administrative Agent) in form and substance satisfactory to the LenderAdministrative Agent, attaching a copy of the resolutions, in all respects on form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors (or prior to 2 June 2010: similar body) of Borrower (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director duly authorized committee thereof) authorizing the execution, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, Increase Joinder and the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyrelated transactions; (dC. Borrower shall have provided written notice of their request for the Incremental Facility, which notice shall include all such information required by Section 2.20(a) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents Credit Agreement and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, shall have been delivered to the Lender and where appropriate duly registered with Administrative Agent at least five Business Days prior to the relevant authoritiesIncrease Amount Date; (f) confirmation D. the Administrative Agent shall have received from any agents for service of process nominated Borrower a certificate in this Addendum No. 3 form and elsewhere in substance satisfactory to the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed Administrative Agent, which certificate has been executed by the Lender at the Borrowers’ expense secretary of Borrower (or other such officer as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment may be acceptable to the Lender of an amount of Four thousand Five hundred Euros (€4,500Administrative Agent) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents;certifies that (i) payment to the Lender no Default or Event of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the LenderDefault exists; (jii) payment the representations and warranties contained in Article III of the Credit Agreement and the other Loan Documents are true and correct as of the date hereof in all material respects, except to the Lender extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lendersuch earlier date; and (liii) evidence that the Borrowers Borrower and its Restricted Subsidiaries are in compliance compliance, on a Pro Forma Basis, with their obligations under Clause 19.22 the Financial Performance Covenants recomputed as at the last day of the Financial Agreement. PROVIDED HOWEVER THAT most recently ended fiscal quarter of the Lender may Borrower and its Restricted Subsidiaries. E. Borrower shall have paid all amounts owed pursuant to Section 2.16 of the Credit Agreement in its absolute discretion consent connection with the provisions of the Incremental Commitments; F. Borrower shall have paid all amounts owed pursuant to Section 8 hereof; G. Borrower and each Subsidiary Loan Party shall have entered into and delivered to the Borrowers’ request referred Administrative Agent and the Collateral Agent, reaffirmations of the guarantees and the security interests and Liens granted by such Persons under the Collateral Documents in a form reasonably satisfactory to in Recital E hereof notwithstanding that all the conditions specified in Administrative Agent and Collateral Agent; H. Borrower shall have paid to the Administrative Agent, for the benefit of each Incremental Revolving Lender, a fee equal to 0.50% of the aggregate amount of each such Incremental Lender’s Incremental Commitment on the Increase Amount Date; and Borrower shall have paid to RBS Securities Inc., as lead arranger with respect to this Clause 5 Increase Joinder, such fees as Borrower and RBS Securities Inc. have not been fulfilled separately agreed to; and I. the Administrative Agent shall be satisfied that, on and in as of the Increase Amount Date, the Revolving Commitments shall have increased by at least $10.0 million pursuant to this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderIncrease Joinder.

Conditions Precedent. The LenderThis Sublease and Sublessor’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel ▇▇’s obligations hereunder are conditioned upon the written consent of Master ▇▇▇▇▇▇. Unless waived by Sublessee (which waiver shall be deemed to have been made upon Sublessee’s and Sublessor’s execution of Master Lessor’s consent form), such consent shall provide that (i) Sublessee shall be permitted to use the Hazardous Materials specifically listed on the Hazardous Materials List attached hereto as Exhibit C (as the same may be updated from time to time as permitted in Section 5.2.3 of the Lender; Master Lease), (jii) payment to the Lender terms of an amount Section 10.4 of the fees Master Lease (Mutual Waiver of Subrogation) shall also apply as between Master Lessor and Sublessee, (iii) the terms of Section 14.7 of the Bahamian counsel Master Lease shall also apply to Sublessee such that an assignment or subletting of the Lender; (k) payment Subleased Premises to the Lender an Affiliate of an amount Sublessee or in connection with any deemed Transfer due to a transfer of shares or membership interests of Sublessee under Section 14.6 of the fees Master Lease shall not be deemed a Transfer under the Master Lease so long as the conditions set forth in Section 14.7 of the British Virgin Islands counsel Master Lease are satisfied, (iv) Sublessee shall have the signage rights described in Paragraph 21 of this Sublease, (v) Master Lessor agrees that Syncopation Life Sciences is not an “Objectionable Name”, and (vi) Master Lessor approves of the Lender; and installation by Sublessee of a security system serving the Sublease Premises (lincluding, without limitation, the option to integrate the same with the base Building access control and visitor management systems) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 subject to Master Lessor’s reasonable approval of the Financial Agreementdesign and specifications thereof. PROVIDED HOWEVER THAT the Lender may in its absolute discretion Each party shall use commercially reasonable efforts to obtain such consent. If Sublessor fails to obtain Master Lessor’s consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten thirty (1030) days after execution of this Sublease by Sublessor, then Sublessor or Sublessee may terminate this Sublease by giving the Effective Date or at other party written notice thereof prior to the date such other time specified consent is received, and Sublessor shall return to Sublessee its payment of the first month’s Rent paid by Sublessee pursuant to Paragraph 4 hereof and the LenderSecurity Deposit.

Conditions Precedent. The Lender’s agreement Save as the Master Issuer, Funding 2 and the Funding 2 Security Trustee may otherwise agree, each Loan Tranche will not be available for utilisation on the relevant Closing Date and/or Advance Date (as applicable) unless: (a) (with respect to consent all Rated Loan Tranches) the related Series and Class of Notes has been issued by the Master Issuer on the relevant Closing Date and the subscription proceeds thereof have been received by or on behalf of the Master Issuer; (b) (with respect to all Subordinated Loan Tranches) the related Master Issuer Subordinated Loan has been advanced by the Master Issuer Subordinated Loan Provider to the Borrowers’ requests referred Master Issuer on the relevant Advance Date and the proceeds thereof have been received by or on behalf of the Master Issuer; (c) (with respect to in Recital F hereof is subject all Start-Up Loan Tranches) the related Master Issuer Start-Up Loan has been advanced by the Master Issuer Start-Up Loan Provider to the condition Master Issuer on the relevant Advance Date and the proceeds thereof have been received by or on behalf of the Master Issuer; (d) the Funding 2 Security Trustee has confirmed to Funding 2 that the Lender shall it or its advisers have received all the following information and documents listed in Schedule 1 hereto (Conditions Precedent) in form and substance satisfactory to the Lender, in all respects on or prior to Funding 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings GuarantorTrustee; (e) Funding 2 and the Supplemental Security Documents referred to Master Issuer have signed a Loan Tranche Supplement (substantially in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authoritiesform set out in Schedule 3 hereto (Form of Loan Tranche Supplement)); (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere Funding 2 has confirmed in the Supplemental Security Documents for applicable Loan Tranche Supplement that: (i) no Master Intercompany Loan Event of Default has occurred and is continuing unremedied (if capable of remedy) or unwaived or would result from the acceptance making of any notice such Loan Tranche; (ii) the representations set out in Clause 13 are true on and as of service the relevant Closing Date by reference to the facts and circumstances then existing; and (iii) there will be no debit balance on the Funding 2 Principal Deficiency Ledger after the application of process that they consent to such nominationthe Funding 2 Available Revenue Receipts on the next Funding 2 Interest Payment Date; (g) opinions from lawyers appointed by Funding 2 has delivered a solvency certificate substantially in the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or form set out in Schedule 4 hereto; (h) payment to the Lender Master Issuer has confirmed in the applicable Loan Tranche Supplement that no Note Event of an amount Default has occurred and is continuing unremedied (if capable of Four thousand Five hundred Euros (€4,500remedy) in respect or unwaived or would result from the making of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documentssuch Loan Tranche; (i) payment each of the Rating Agencies has confirmed in writing to the Lender of an amount Master Issuer Security Trustee and/or the Funding 2 Security Trustee that there will not, as a result of the fees Master Issuer issuing any Notes on the Closing Date, be any reduction, qualification or withdrawal of the ▇▇▇▇▇▇▇▇ Islands counsel then current ratings by the Rating Agencies of any then outstanding Notes of the LenderMaster Issuer; (j) payment one or more Deeds of Accession relating to the Lender Funding 2 Deed of an amount Charge have been executed by any additional Funding 2 Secured Creditors and the parties to the Funding 2 Deed of the fees of the Bahamian counsel of the Lender;Charge; and (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender all other conditions precedent as may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions be specified in this Clause 5 the applicable Loan Tranche Supplement have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lendersatisfied.

Conditions Precedent. The Lender’s agreement obligation of the Collateral Agent to consent release funds in the Disbursement Account to the Borrowers’ requests referred to Borrower in Recital F hereof accordance with Section 2.10(c) is subject to the condition that the Lender shall have received satisfaction, or waiver in accordance with Section 9.5, of the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010conditions precedent: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Lender of an amount Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the fees Closing Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Administrative Agent to be material, in each case, without the consent of the ▇▇▇▇▇▇▇▇ Islands counsel Administrative Agent. (ii) the Administrative Agent shall have received a fully executed Funds Release Request together with a Borrowing Base Certificate no later than 12:00 p.m. two (2) Business Days prior to the date on which Borrower proposes to use the requested funds to purchase additional Eligible Receivables (the “Release Date”), evidencing sufficient Facility Availability with respect to the requested funds together with an updated schedule of Receivables including the Receivables to be purchased on the Release Date, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and (B) set forth the information required to be provided under the Backup Servicing Agreement (including, without limitation, and with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of the LenderReceivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable and (5) any other information reasonably requested by the Administrative Agent with respect to such Release Date; (jiii) payment as of such Release Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Credit Documents to which it is a party shall be true and correct in all material respects on and as of that Release Date to the Lender same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an amount earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of the fees of the Bahamian counsel of the Lendersuch earlier date; (kiv) payment as of such Release Date, after giving effect to the Lender requested release of funds from the Disbursement Account, no event shall have occurred and be continuing or would result from such release of funds from the Disbursement Account to the Borrower that would constitute an amount Event of Default or a Default; (v) as of such Release Date, the Collateral Agent shall have received a fully executed Assignment; (vi) the Administrative Agent shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by an Additional Bank Partner Originator are to be pledged in connection with the release made on such Release Date, the Administrative Agent shall have received a fully executed copy of the fees related Additional Bank Partner Originator Program Agreements and the Additional Bank Partner Originator Call Letter; (viii) in accordance with the terms of the British Virgin Islands counsel Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the LenderVerified Documents and the related Receivables Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Performance Trigger shall have occurred; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately after the release of the requested funds to Borrower and the purchase by the Borrower of additional Eligible Receivables on such Release Date, no Borrowing Base Deficiency shall exist; and (lxiii) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 none of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent Receivables to be sold to the Borrowers’ request referred Borrower on such Release Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in Recital E hereof notwithstanding that all any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, investigation, action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment residents of such conditions within ten (10) days after state. Any Agent shall be entitled, but not obligated, to request and receive, prior to the Effective Date or at release of any funds from the Disbursement Account to the Borrower, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such other time specified by Agent, such request is warranted under the Lendercircumstances.

Conditions Precedent. 2.1 The Lender’s agreement obligations of the Underwriter under this Agreement are conditional on the fulfilment or waiver (by both parties to consent to the Borrowers’ requests referred to in Recital F hereof is this Agreement and subject to the condition that the Lender shall have received as mentioned below) of the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010conditions: (a) certificate the Independent Shareholders having approved at the EGM of incumbency of each Borrower (i) the Open Offer; (ii) this Agreement (and the Seanergy Holdings Guarantor signed transactions contemplated hereunder) by its secretary or a director thereof, stating, inter alia, ordinary resolution; and (ii) the officers and/or directors of same and that Whitewash Waiver by special resolution no amendment has been effected to its Articles of Incorporation and By-Laws, as later than the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificatePosting Date; (b) certificate or other evidence in respect of the existence and good standing of each Borrower Executive granting the Whitewash Waiver to the Underwriter and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before satisfaction of any condition attached to the date of this Addendum No. 3Whitewash Waiver granted; (c) minutes of meeting the filing and registration of the directors Prospectus Documents (with all the documents required to be attached thereto all having been duly authorised for registration by the Stock Exchange and shareholderssigned by or on behalf of two Directors (or by their agents duly authorised in writing)), with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance on or resolutions of before the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyPosting Date; (d) evidence the posting of copies of the due authority of any person signing this Addendum No. 3, Prospectus Documents to the Supplemental Security Documents and any other documents executed pursuant hereto Qualifying Shareholders on or thereto on behalf of each Borrower and before the Seanergy Holdings GuarantorPosting Date; (e) the Supplemental Security Documents referred to in Clause 4, compliance with and performance of all duly executed, delivered undertakings and obligations of the Underwriter pursuant to the Lender terms and where appropriate duly registered with conditions of the relevant authoritiesUnderwriting Agreement; (f) confirmation from any agents the compliance with and performance by the Company of the undertakings and obligations under the terms of this Agreement by the Latest Time for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nominationTermination; (g) opinions from lawyers appointed the Stock Exchange granting or agreeing to grant (subject to allotment) the listing of, and permission to deal in, the Offer Shares and such listings and permission to deal not having been withdrawn or revoked by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant Latest Time for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or heretoTermination; (h) payment the Shares remaining listed on the Stock Exchange and no indication being received at all times prior to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees Latest Time for Termination from the Stock Exchange that the listing of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security DocumentsShares may be withdrawn or objected to; (i) payment the delivery by the Company to the Lender of an amount Underwriter of the fees of Undertaking Letters duly executed by the Underwriter and ▇▇▇▇. ▇▇▇▇ Islands counsel ▇▇▇ on the date of this Agreement and fulfilment of their respective obligations under the LenderUndertaking Letters by the Latest Time for Termination; (j) payment this Agreement not being terminated by the Underwriter pursuant to the Lender of an amount of terms hereof by the fees of the Bahamian counsel of the Lender;Latest Time for Termination; and (k) payment to the Lender of an amount warranties of the fees of the British Virgin Islands counsel of the Lender; andCompany remaining true, accurate and not misleading in all material respects. (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent 2.2 The Company shall use all reasonable endeavours to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to fulfil or procure the fulfilment of such the conditions in Clause 2.1 (to the extent it is within ten (10its power to do so) days after by the Effective Date or at such other respective dates and time specified above, and shall do all the things required to be done by it pursuant to the Prospectus Documents or otherwise necessary to give effect to the Open Offer and the arrangements contemplated by this Agreement. 2.3 None of the conditions in Clause 2.1 is capable of being waived by any party to this Agreement. If the conditions in Clause 2.1 are not satisfied and/or waived in whole or in part by the Lenderrespective dates specified above (or, in each case, such later date or dates as the Underwriter and the Company may agree in writing), this Agreement shall terminate and all liabilities of the parties to this Agreement shall cease and neither party shall have any claim against the other. 2.4 The Company shall make an application to the Stock Exchange in accordance with the Listing Rules for the listing of and permission to deal in all the Offer Shares (nil paid and fully paid) on the Stock Exchange and shall undertake that it shall do or procure to be done all such acts and things and execute and, as appropriate, furnish all such documents as shall be necessary or requisite for the purposes of or in connection with such application.

Conditions Precedent. 2.1 The Lender’s agreement obligation of the Subscriber to consent subscribe to the Borrowers’ requests referred to in Recital F hereof is subject Subscription Shares shall be conditional upon each of the following conditions (each a “Condition Precedent”) having been fulfilled by the Company, to the condition that satisfaction of the Lender Subscriber, on or before the Closing Date: 2.1.1 The Company having passed necessary resolutions of the Board and a special resolution of the shareholders with requisite majority as specified under the Companies Act, 2013 (the “Act”) for (i) approving the issue of the Subscription Shares to the Subscriber for the Price as contemplated in this Agreement; (ii) approving the draft letter of offer in Form PAS-4; (iii) authorizing for the creation and maintenance of the Fixed Deposit with the Subscriber as the sole authorized signatory for the Fixed Deposit (which authorized signatory shall have received not be changed without the following prior written consent of the Subscriber), and creation of the lien in relation thereto in favour of the Subscriber as set out in Clause 4; and (iv) approving the transactions as contemplated under this Agreement. 2.1.2 The Company having delivery of certified true copies of the aforesaid resolutions of the Board and shareholders of the Company to the Subscriber. 2.1.3 The Company having issued an offer or invitation to the Subscriber to subscribe to the Subscription Shares through issue of a private placement offer letter in the format as set out in Form PAS-4 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. 2.1.4 The Company having obtained all relevant approvals, consents and waivers necessary for consummation of the transactions contemplated under this Agreement as well as from any Governmental Authority or from any third party or required under the Law or any other approvals, consents or matter of like nature, as the case maybe and if applicable. 2.1.5 The Company having delivered to the Subscriber, a valuation certificate from a chartered accountant or a Category 1 merchant banker registered with the SEBI, certifying the fair value of the Subscription Shares determined and issued in accordance with, and as required under the Act (and rules thereunder), in a form and substance satisfactory to the LenderSubscriber. 2.1.6 The Company having provided a valuation report of its equity shares as of a date as proximate as practicable to the Closing Date in accordance with Rule 11UA, read with Rule 11U of the Income-tax Rules, 1962, from a Category 1 merchant banker or chartered accountant, to the reasonable satisfaction of the Subscriber. 2.1.7 Each of the Company Warranties being true and accurate in all respects and not misleading in any respects, in each case as of the Execution Date and as of the Closing Date and as of any date on which any part of Closing occurs. 2.1.8 No Material Adverse Effect shall have occurred. 2.1.9 The Company shall cause the Bank to provide a confirmation to the Subscriber that the Fixed Deposit shall be created with the Bank with the Subscriber as the sole authorized signatory for the Fixed Deposit (which authorized signatory shall not be changed without the prior written consent of the Subscriber), and a lien will be marked in favour of the Subscriber once the Fixed Deposit is created, in accordance with Clause 4 of this Agreement. 2.2 If any of the Conditions Precedent are not satisfied, the Subscriber may waive, amend or prior extend the timeline for completion of any of the Conditions Precedent, by notice in writing to 2 June 2010:the Company, except to the extent of any mandatory requirements under applicable law. If at any time the Company becomes aware of any circumstances that will or are likely to give rise to the non-fulfilment of any of the Conditions Precedent by the Closing Date, the Company shall inform the Subscriber in writing. In such case, the Parties shall co-operate fully with a view to procuring alternate arrangements to give effect to the commercial understanding of the Parties in relation to the transactions contemplated under this Agreement. 2.3 Upon completion of the Conditions Precedent as aforesaid, the Company shall issue a certificate in the form annexed as Schedule 3 (a“CP Satisfaction Certificate”) certificate enclosing, where applicable, documentary evidence including certified true copies of incumbency all necessary documents evidencing fulfilment of each Borrower of the Conditions Precedent. 2.4 Subject to receipt of the CP Satisfaction Certificate and the Seanergy Holdings Guarantor signed by its secretary accompanying documents evidencing fulfilment of all of the Conditions Precedent in accordance with the terms hereof to the reasonable satisfaction of the Subscriber, unless, waived, deferred or a director thereofprescribed as condition subsequent to Closing, statingin each case in writing, inter aliaat the Subscriber’s discretion, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-LawsSubscriber shall, as the case may be, from the date within 2 (two) Business Days of the Financial Agreement until receipt of the date of such certificateCP Satisfaction Certificate, or advising of any change thereto by attaching the relevant amendment provide to the certificate; (b) certificate or other evidence in respect Company a written confirmation of completion of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere Conditions Precedent in the Supplemental Security Documents for form annexed as Schedule 4 (“CP Confirmation Certificate”). 2.5 Upon fulfilment of all the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by Conditions Precedent, including the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 2, the Parties shall proceed to Closing in accordance with Clause 3 of the Financial this Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.

Conditions Precedent. This First Amendment shall become effective on the date (such date, the “First Amendment Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 12.04): 4.1 The Lender’s agreement to consent to Administrative Agent shall have received from each of the Borrowers’ requests referred to Lenders, the Parent MLP, and the Borrower, counterparts (in Recital F hereof is subject to such number as may be requested by the condition that the Lender Administrative Agent) of this First Amendment signed on behalf of such Person. 4.2 The Administrative Agent shall have received the following Consent and Agreement attached to this First Amendment executed by the Guarantors (in form and substance satisfactory such numbers as may be requested by the Administrative Agent). 4.3 The Administrative Agent shall have received an opinion of counsel to the LenderBorrower reasonably acceptable to the Administrative Agent. 4.4 The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the general partner of the Parent MLP setting forth (i) resolutions of its board of managers, board of directors or other appropriate governing body with respect to the authorization of the Borrower, the Parent MLP and each Guarantor to execute and deliver the this Amendment and the other Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) since the date of the last certificate delivered to the Administrative Agent to the officers of such general partner, the Parent MLP and each Guarantor (y) who are authorized to sign this Amendment and the other Loan Documents to which the Borrower, the Parent MLP or each Guarantor, as applicable, is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the Credit Agreement, as amended by this First Amendment, and the transactions contemplated hereby, (iii) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) since the date of the last certificate delivered to the Administrative Agent to the specimen signatures of such authorized officers, and (iv) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) since the date of the last certificate delivered to the Administrative Agent to the articles, certificate of incorporation, limited partnership agreement and bylaws, as applicable, of the Borrower, the Parent MLP and each Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. 4.5 The Administrative Agent shall have received a certificate of a Responsible Officer of the general partner of the Parent MLP certifying as of the First Amendment Date that: (i) no Default has occurred and is continuing; (ii) since December 31, 2013, no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; (iii) the representations and warranties made by the Borrower, the Guarantors, and the Parent MLP in Article VII of the Credit Agreement and in the other Loan Documents are true in all material respects (unless otherwise qualified as to materiality) on and as of the First Amendment Effective Date with the same force and effect as if made on and as of the First Amendment Effective Date, except to the extent such representations and warranties are expressly limited to an earlier date; (iv) the Borrower, the Guarantors, and the Parent MLP have performed and complied with all agreements and conditions contained in the First Amendment and in the Loan Documents required to be performed or complied with by them prior to or on the First Amendment Effective Date; and (v) each Loan Party has received all consents and approvals required by Section 7.06 of the Credit Agreement. 4.6 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date hereof, including, to the extent invoiced, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.. 4.7 No Default or Event of Default shall have occurred and be continuing as of the Financial Agreement until the date of such certificatehereof, or advising of any change thereto by attaching the relevant amendment immediately after giving effect to the certificate; (b) certificate terms of this First Amendment. The Administrative Agent is hereby authorized and directed to declare this First Amendment to be effective when it has received documents confirming or other evidence in respect certifying, to the satisfaction of the existence and good standing of each Borrower and Administrative Agent, compliance with the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date conditions set forth in this Section 4 of this Addendum No. 3; (c) minutes of meeting of Amendment or the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment waiver of such conditions within ten (10) days after as permitted in Section 12.04. Such declaration shall be final, conclusive and binding upon all parties to the Effective Date or at such other time specified by the LenderCredit Agreement for all purposes.

Conditions Precedent. The Lender’s agreement Conditions Precedent in favor of Piper 7.1 Pipers obligations to consent to carry out the Borrowers’ requests referred to in Recital F hereof is transactions contemplated hereby are subject to the condition that the Lender shall have received fulfillment of each of the following in form and substance satisfactory to the Lender, in all respects conditions precedent on or prior to 2 June 2010before the Closing: (a) certificate all documents or copies of incumbency of each Borrower documents required to be executed and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same delivered to Piper hereunder will have been so executed and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificatedelivered; (b) certificate or other evidence in respect all of the existence terms, covenants and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date conditions of this Addendum No. 3Agreement to be complied with or performed by Hygea or the Hygea Shareholders at or prior to the Closing will have been complied with or performed; (c) minutes title to the Hygea Shares held by the Hygea Shareholders and to the Hygea Assets will be free and clear of meeting of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, save and except as disclosed herein, and the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto Hygea Shares shall be duly transferred to which the relevant Borrower is a partyMag Well; (d) evidence subject to Article 8 hereof, there will not have occurred (i) any material adverse change in the financial position or condition of Hygea, its liabilities or the due authority of Hygea Assets or any person signing this Addendum No. 3damage, loss or other change in circumstances materially and adversely affecting Hygea, the Supplemental Security Documents Hygea Business or the Hygea Assets or Hygea right to carry on the Hygea Business, other than changes in the ordinary course of business, none of which has been materially adverse, or (ii) any damage, destruction, loss or other event, including changes to any laws or statutes applicable to Hygea or the Hygea Business (whether or not covered by insurance) materially and any other documents executed pursuant hereto adversely affecting Hygea, the Hygea Business or thereto on behalf of each Borrower and the Seanergy Holdings GuarantorHygea Assets; (e) the Supplemental Security Documents referred to in Clause 4transactions contemplated hereby shall have been approved by all other regulatory authorities having jurisdiction over the subject matter hereof, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authoritiesif any; (f) confirmation from any agents for service the transactions contemplated hereby shall have been approved by the Board of process nominated in this Addendum No. 3 Directors and elsewhere in the Supplemental Security Documents for the acceptance shareholders of any notice of service of process that they consent to such nominationHygea; (g) opinions from lawyers appointed on or prior to the Closing Date, Hygea and/or the Hygea Shareholders shall have acquired all of the common shares held by Hygea Shareholders that are not participating in this Agreement so that Piper shall acquire 100% of the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 presently issued and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto;outstanding Hygea Shares; and (h) payment on or prior to the Lender Closing Date, Hygea shall have delivered the Hygea Financial Statements. 7.2 The conditions precedent set out in the preceding section are inserted for the exclusive benefit of an amount Piper and any such condition may be waived in whole or in part by Piper at or prior to the Closing by delivering to Hygea a written waiver to that effect signed by Piper. In the event that the conditions precedent set out in the preceding section are not satisfied on or before the Closing, Piper shall be released from all obligations under this Agreement. 7.3 The obligations of Four thousand Five hundred Euros (€4,500) in respect Hygea and the Hygea Shareholders to carry out the transactions contemplated hereby are subject to the fulfillment of legal fees each of the Greek following conditions precedent on or before the Closing: (a) all documents or copies of documents required to be executed and English legal advisors delivered to Hygea hereunder will have been so executed and delivered; (b) all of the Lender in respect terms, covenants and conditions of this Addendum No. 3 Agreement to be complied with or performed by Piper at or prior to the Closing will have been complied with or performed; (c) Piper will have delivered the Acquisition Shares to be issued pursuant to the terms of the Acquisition to Hygea at the Closing and the Supplemental Security DocumentsAcquisition Shares will be registered on the books of Piper in the name of the holder of Hygea Shares at the time of Closing; (d) title to the Acquisition Shares will be free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever; (e) subject to Article 8 hereof, there will not have occurred (i) payment any material adverse change in the financial position or condition of Piper, its subsidiaries, their liabilities or the Piper Assets or any damage, loss or other change in circumstances materially and adversely affecting Piper, the Piper Business or the Piper Assets or Piper right to carry on the Lender Piper Business, other than changes in the ordinary course of an amount business, none of which has been materially adverse, or (ii) any damage, destruction, loss or other event, including changes to any laws or statutes applicable to Piper or the fees of Piper Business (whether or not covered by insurance) materially and adversely affecting Piper, its subsidiaries, the ▇▇▇▇▇▇▇▇ Islands counsel of Piper Business or the LenderPiper Assets; (jf) payment to the Lender of an amount of transactions contemplated hereby shall have been approved by all other regulatory authorities having jurisdiction over the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lendersubject matter hereof, if any; and (lg) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 transactions contemplated hereby shall have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified approved by the LenderBoard of Directors of Piper.

Conditions Precedent. The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof effectiveness of this Amendment is subject to the satisfaction of the condition precedent that the Lender Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Lender, in all respects on or prior to 2 June 2010Administrative Agent: (a) certificate of incumbency of this Amendment as duly executed by each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateparty hereto; (b) a true, correct and complete copy of the Skagen Purchase Agreement and the other Skagen Acquisition Agreements; (c) the Third Party Payoff Letters (as such term is defined in the Skagen Purchase Agreement) and Lien releases in recordable form which are adequate to release all Liens securing the indebtedness or obligations to be paid prior to or concurrently with the consummation of the Skagen Acquisition; (d) a Joinder Agreement executed by each of Skagen US and the other Material Domestic Subsidiaries acquired in connection with the Skagen Acquisition; (e) UCC, judgment and other Lien searches with respect to Skagen US and other Material Domestic Subsidiaries acquired in connection with the Skagen Acquisition and their assets in such jurisdictions as the Administrative Agent may reasonably request which provide evidence that, after giving effect to the releases of Liens in accordance with the Third Party Payoff Letters, the property of Skagen US and such other Material Domestic Subsidiaries shall not be subject to any Liens other than Permitted Liens; (f) a certificate of a Responsible Officer of Skagen US and each other Material Domestic Subsidiary acquired in connection with the Skagen Acquisition certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Amendment and the other Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (i) the articles or certificate of incorporation or formation, partnership agreement, trust agreement or other evidence applicable governing document of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in respect its jurisdiction of incorporation or formation, (ii) the bylaws or other governing document of such Credit Party as in effect on the First Amendment Date, (iii) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party, and (iv) each certificate required to be delivered pursuant to clause (g) of this Section 4.1 below; (g) certificates as of a recent date evidencing the legal existence and good standing of Skagen US and each Borrower other Material Domestic Subsidiary acquired in connection with the Skagen Acquisition under the laws of its jurisdiction of organization and, to the extent requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business and engages in material business and, to the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting extent reasonably available, a certificate of the directors relevant taxing authorities of such jurisdictions certifying that such Credit Party has filed required tax returns and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or heretoowes no delinquent taxes; (h) payment favorable opinions of counsel to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of Credit Parties addressed to the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 Administrative Agent and the Supplemental Security Documents;Lenders with respect to (i) this Amendment and the other Loan Documents executed in connection herewith, (ii) Skagen US and the other Material Domestic Subsidiaries acquired in connection with the Skagen Acquisition and (iii) such other matters as the Administrative Agent shall reasonably request; and (i) payment to an upfront fee in the Lender of an amount of $50,000 payable by the fees of the ▇▇▇Borrower to ▇▇▇▇▇ Islands counsel of Fargo Bank, National Association for its own account in connection with the Lender; (j) payment to increase in its Revolving Credit Commitment on the Lender of First Amendment Date, and an amendment fee paid by the Borrower in the amount of the fees $175,000, $105,000 of the Bahamian counsel which shall be payable to ▇▇▇▇▇ Fargo Bank, National Association and $70,000 of the Lender; (k) payment which shall be payable to the Lender Bank of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.America, N.A.

Conditions Precedent. The Lender’s agreement Dealers shall only be under an obligation to consent subscribe and pay for the Notes if the conditions precedent set out in Clause 3.1 (Conditions precedent to first issue of Notes) and Clause 3.2 (Conditions precedent to any issue of Notes) of the Dealer Agreement have been satisfied including, without prejudice to the Borrowers’ requests referred to foregoing, the receipt by the Dealers on the [Issue Date]/[last day preceding the Issue Date on which banks are open for general business and on which dealings in Recital F hereof is subject to foreign currency may be carried on in London (the condition that "PRE-CLOSING DATE")] of the Lender shall have received following: 5.3.1 legal opinions dated the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010Issue Date: (a1) certificate of incumbency of each Borrower addressed to the Dealers, the Note Trustee, the Issuer, HSBC, Loan Note Issuer No.1 and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter aliaReceivables Trustee from C▇▇▇▇▇▇▇ Chance Limited Liability Partnership; and (2) addressed to the Dealers, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-LawsNote Trustee, as the case may beIssuer, from the date of the Financial Agreement until the date of such certificateHSBC, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower Loan Note Issuer No.1 and the Seanergy Holdings Guarantor dated not more than fifteen Receivables Trustee from (151) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the B▇▇▇▇▇ ▇▇▇▇▇▇▇, Jersey counsel, (2) M▇▇▇▇▇ Islands ▇▇▇▇▇▇ and S▇▇▇▇, Scottish counsel and (3) Tughans, Northern Irish counsel, each in substantially agreed form; 5.3.2 closing certificates dated the Issue Date, addressed to the Dealers and signed by a director or other duly authorised person on behalf of each of the LenderIssuer, HSBC, Loan Note Issuer No.1 and the Receivables Trustee, as appropriate, each such certificate being in substantially agreed form; (j) payment 5.3.3 an incumbency certificate addressed to the Lender of an amount Dealers and signed by a director or other duly authorised person on behalf of the fees Issuer, such certificate being in substantially agreed form; 5.3.4 a signing comfort letter dated the date of this Agreement (in respect of the Bahamian counsel Disclosure Package as of the LenderApplicable Time) and [other than for Series 2006-1] a closing comfort letter (in respect of the Final Offering Document as of its date and as of the Closing Date) dated the Issue Date in relation to the Issuer and the Loan Note Issuer No.1 addressed, inter alios, to the Dealers from [auditor/accountant], each such letter being in substantially a form agreed by the Dealers and HSBC; (k) payment to the Lender of an amount 5.3.5 [confirmation from each of the fees Rating Agencies of the British Virgin Islands counsel rating of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified Notes contemplated by the LenderRelevant Agreement]; 5.3.6 [a DTC Letter of Representations].

Conditions Precedent. The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof is obligations of Lender under this Amendment shall be subject to the condition that the Lender conditions precedent that: (a) Debtor shall have received executed delivered to Lender this Amendment, a THIRD AMENDED AND RESTATED PROMISSORY NOTE in the following amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), a CLOSING CERTIFICATE of a manager of the general partner of Debtor and such other documents and instruments incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request; (b) Guarantor shall have executed and delivered to Lender an AMENDED AND RESTATED GUARANTY AGREEMENT acceptable to Lender in form and content; (c) Debtor shall have paid Lender an origination fee in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($225,000.00) as consideration for the increase to the Note amount; and (d) Debtor shall enter into, make all payments required under, and satisfy all conditions precedent to the effectiveness of, a Hedge Agreement (governed by and subject to a Master Agreement published by International Swaps and Derivatives Association, Inc.) for not less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) of the principal amount of the Credit Facility, in form and substance satisfactory and with a counterparty reasonably acceptable to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and which Hedge Agreement shall be effective through the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date Maturity Date of the Financial Credit Facility. In the event Debtor enters into the Hedge Agreement until referenced herein with a financial institution other than Lender, Debtor acknowledges and agrees that such Hedge Agreement shall not be secured by a lien or security interest in and to any of the date Collateral. Debtor shall comply with all of its obligations under the terms and provisions of such certificateHedge Agreement, or advising of any change thereto and Debtor shall take all actions reasonably requested by attaching the relevant amendment Lender to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere enforce Debtor’s rights under such Hedge Agreement in the Supplemental Security Documents for the acceptance event of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed a default by the Lender at the Borrowers’ expense as to all such aspects counterparty thereunder and shall not waive, amend or otherwise modify any of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the its rights thereunder without Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender’s prior written consent.

Conditions Precedent. The Lender’s agreement 16.1 Notwithstanding the provisions of Clauses 3 and 4, the obligation of the Banks to consent to the Borrowers’ requests referred to in Recital F hereof make available either Pre-Delivery Advance under this Agreement is subject to the condition that the Lender Security Trustee shall have received the following documents or evidence in form and substance satisfactory to the Lender, in all respects Security Trustee and its legal advisers on or prior to 2 June 2010the Drawdown Date of either Pre-Delivery Advance: (a) certificate of incumbency 16.1.1 a copy, certified as a true copy by the secretary of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date Corporate Security Party of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the board of directors and of the shareholders of each Borrower at which there was approved Corporate Security Party authorising the entry into execution delivery transaction contemplated hereby and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto authorising a person or thereto persons to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto sign or thereto execute on behalf of each Borrower Corporate Security Party this Agreement, the relevant Notice of Drawdown, the Acknowledgement (as in the form of Schedule 4 hereof) and the Seanergy Holdings other Finance Documents as is a party thereto; 16.1.2 the originals of any power or powers of attorney granted pursuant to Clause 161.1; 16.1.3 copies, duly certified as a true copy by the respective secretaries of each Corporate Security Party of the certificate of incorporation, the articles of incorporation and by-laws of each Corporate Security Party and evidence satisfactory to the Security Trustee that each Corporate Security Party is in good standing; 16.1.4 a list specifying the directors and officers of each Corporate Security Party (together with their specimen signatures) and specifying the authorised and issued share capital of each Corporate Security Party; 16.1.5 the Corporate Guarantees duly executed by each Corporate Guarantor; 16.1.6 certified copies of all documents (ewith a certified translation if an original is not in English) evidencing any other necessary action (including but without limitation governmental approval, consents, licences, authorisations, validations or exemptions which the Supplemental Security Trustee or its legal advisers may require) required by the Security Parties or any of them with respect to this Agreement and the other Finance Documents referred relating to the drawdown of the Advances; 16.1.7 the Cash Collateral Account Charge Agreement duly executed by the Borrowers and each of the Earnings Accounts Charge Agreements duly executed by each relevant Borrower 16.1.8 evidence that each of the Accounts has been duly opened with the Agent and that all board resolutions, mandates, signature cards and other documents or evidence required in Clause 4connection with the operating, all maintenance and operation of such accounts have been duly executed, delivered to the Lender and where appropriate duly registered with the relevant authoritiesAgent; (f) confirmation 16.1.9 the opinion letters from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the English, Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment legal counsels, all acceptable to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment Security Trustee and in form and substance satisfactory to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified Banks in respect of this Clause 5 have not been fulfilled Agreement and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.Finance Documents;

Conditions Precedent. The Lender’s agreement 3.1 As conditions precedent to ERP Operating Partnership's obligations pursuant to Article 1 of this Agreement, Newco shall furnish to ERP Operating Partnership: (a) evidence, satisfactory to ERP Operating Partnership in the exercise of ERP Operating Partnership's commercially reasonable judgment, of the consent of PPPIC, the Bank, the Trustee and all other parties having a right of consent in connection with the Bonds or the Letter of Credit with respect to the Borrowers’ requests referred to in Recital F hereof is subject assumption by Newco of Wellsford Parent's obligations pursuant to the condition that Bank Reimbursement Agreement and the Lender shall have received Letter of Credit Documents, and the following release of Wellsford Parent therefrom. (b) an instrument in form and substance satisfactory to ERP Operating Partnership in the Lenderexercise of ERP Operating Partnership's commercially reasonable judgment, executed by the Bank, releasing ERP Operating Partnership and Wellsford Parent from any and all obligations in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower connection with the Bank Reimbursement Agreement and the Seanergy Holdings Guarantor signed Letter of Credit Documents, other than those obligations expressly undertaken by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment ERP Operating Partnership pursuant to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3;Initial ERP Operating Partnership Guaranty. (c) minutes an instrument, in form and substance satisfactory to ERP Operating Partnership in the exercise of meeting ERP Operating Partnership's commercially reasonable judgment, releasing ERP Operating Partnership and Wellsford Parent from any and all obligations under (i) that certain Second Amended and Restated Revolving Credit Agreement date as of June 30, 1995, as amended, with the directors First National Bank of Boston and shareholdersthe other parties listed therein, or resolutions and (ii) that certain Intercreditor Agreement dated as of the directors June 30, 1995, as amended, by and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3among said parties (collectively, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto described in this Section 3.1(c) are referred to which herein as the relevant Borrower is a party"Bank of Boston Documents"); (d) evidence a current certificate from the Trustee that, to the knowledge of Trustee, there has not occurred and shall not be continuing any default or event of default beyond any applicable grace period under the due authority of any person signing this Addendum No. 3, Indenture or the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings GuarantorBond Documents; (e) a current certificate, in form and substance satisfactory to ERP Operating Partnership in the Supplemental Security Documents referred to in Clause 4exercise of ERP Operating Partnership's commercially reasonable judgment, all duly executedexecuted by an officer of the Bank, delivered to the Lender and where appropriate duly registered with effect that, to the relevant authoritiesknowledge of the Bank, there is no continuing default or event of default beyond any applicable grace period under the Bank Reimbursement Agreement or the Letter of Credit Documents; (f) confirmation a certificate, in form and substance satisfactory to ERP Operating Partnership, executed by an officer or director of PPPIC, to the effect that the Bond Documents shall not have been modified in any respect, from any agents for service the forms submitted to ERP Operating Partnership prior to the execution of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nominationMerger Agreement, without ERP Operating Partnership's written consent, which shall not be unreasonably withheld; (g) opinions a certificate, in form and substance satisfactory to ERP Operating Partnership, executed by an officer or director of PPPIC, to the effect that the Letter of Credit Documents have not been modified in any respect from lawyers appointed by the Lender at forms submitted to ERP Operating Partnership prior to the Borrowers’ expense execution of the Merger Agreement, without ERP Operating Partnership's written consent (which shall not be unreasonably withheld), except as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or heretoprovided in Section 3.1(h) hereinbelow; (h) payment the Bank Reimbursement Agreement and the Letter of Credit Documents shall have been amended so that (x) all covenants relating to the Lender financial status and operations and personnel of an Wellsford Parent have either been deleted or have been modified so as to reflect the status and business operations of Newco, as Wellsford Parent's assignee thereunder, (y) all references to the Bank of Boston Documents (including cross-defaults thereto and all references to any line or lines of credit available to Wellsford Parent pursuant thereto) shall have been deleted, and (z) such other provisions as Newco and the Bank may agree upon shall have been modified without the prior written consent of ERP Operating Partnership, which shall not be unreasonably withheld; provided that no such modification shall alter the basic business terms and procedures set forth in Articles 1, 2, 6.15, 6.19, 6.20, 6.21, 7.2, 8 and 9 of the Bank Reimbursement Agreement, relieve Newco and PPPIC of their obligations as the sole "Account Parties" (as such term is defined in the Bank Reimbursement Agreement) or increase the amount of Four thousand Five hundred Euros (€4,500the Letter of Credit or otherwise increase ERP Operating Partnership's obligations under the Initial ERP Operating Partnership Guaranty, increase the likelihood that ERP Operating Partnership will be required to make a payment pursuant to the Initial ERP Operating Partnership Guaranty, or diminish the remedies or collateral to which ERP Operating Partnership will become subrogated upon payment as contemplated under Section 1.1(a)(iv) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documentshereinabove; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lendera Reimbursement and Indemnification Agreement, executed by Newco, described in Section 4.3 hereof; (j) payment to the Lender acknowledgement and agreement of an amount PPPIC described in Section 5.1(b) hereof, the irrevocable power of attorney from PPPIC described in Section 5.1(c) hereof, and the fees of the Bahamian counsel of the LenderTrustee's consent and acknowledgement described in Section 5.1(c) hereof; (k) payment the covenant and agreement of PPPIC described in Section 4.5 hereof; (l) evidence, satisfactory to ERP Operating Partnership in the exercise of ERP Operating Partnership's commercially reasonable judgment, of the consent of PPPIC with respect to the Lender assumption by Newco of an amount Wellsford Parent's rights and obligations under the Wellsford Parent Reimbursement Agreement and the release of Wellsford Parent therefrom and the assignment to Newco of the fees of PPPIC Note to Wellsford Parent; (m) the British Virgin Islands counsel of the LenderCollateral Assignment and Consent described in Section 4.6 hereof; and (ln) evidence evidence, satisfactory to ERP Operating Partnership in the exercise of ERP Operating Partnership's commercially reasonable judgment, that Newco was formed, established and capitalized in accordance with the Borrowers are terms of the Contribution Agreement. 3.2 It shall be a condition precedent to ERP Operating Partnership's obligations pursuant to Article 1 of this Agreement that no Event of Default beyond all applicable cure periods shall have occurred under this Agreement. 3.3 The consummation of the transactions contemplated under the Merger Agreement shall be a condition precedent to ERP Operating Partnership's obligations pursuant to Article 1 of this Agreement. 3.4 Newco shall use its best efforts to ensure that all conditions precedent to ERP Operating Partnership's obligations pursuant to Article 1 of this Agreement shall be satisfied as of the date of the consummation of the transactions contemplated by the Merger Agreement. In the event that Newco is unable to satisfy any condition precedent to ERP Operating Partnership's obligations pursuant to Article 1 of this Agreement by the date of the consummation of the transactions contemplated by the Merger Agreement, after the exercise of its best efforts to satisfy such condition, ERP Operating Partnership shall have the right, in its sole and absolute discretion, (i) to satisfy such condition precedent, at its cost and expense, or (ii) to waive compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of any such conditions within ten (10) days after the Effective Date or at such other time specified by the Lendercondition precedent.

Conditions Precedent. (A) The Lender’s agreement obligations of the Underwriter under this Agreement are conditional on: (i) the Listing Committee of the Stock Exchange granting or agreeing to consent grant (subject only to allotment and despatch of the appropriate documents of title) and not having withdrawn or revoked the listing of and permission to deal in all the Rights Shares (in their nil-paid and fully-paid forms); (ii) the Rights Shares (in nil-paid form) having been provisionally allotted by a resolution of the Board (or a committee thereof) on the terms set out in the Prospectus Documents; (iii) each condition to enable the nil-paid Rights Shares and the fully-paid Rights Shares to be admitted as eligible securities for deposit, clearance and settlement in CCASS (other than the listing approval of the Rights Shares under the Rights Issue) having been satisfied not later than two business days after the Record Date/ prior to the Borrowers’ requests referred first day of dealings in the nil-paid Rights Shares as set out in the Prospectus and no notification having been received by the Company from HKSCC by such date that such admission or facility for holding and settlement has been or is to be refused; (iv) delivery of the duly executed counterparts of the Irrevocable Undertaking (in Recital F hereof is subject to the condition that the Lender shall have received the following in such form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date reasonable satisfaction of the Financial Agreement until Underwriter) by the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before Committed Shareholders on the date of this Addendum No. 3Agreement to the Company and the Underwriter; (cv) minutes compliance by the Committed Shareholders with all of meeting of their respective obligations under the directors Irrevocable Undertaking and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyIrrevocable Undertaking not being terminated; (dvi) evidence receipt by the Underwriter of all relevant documents specified in Schedule 1 (in the form and substance to the reasonable satisfaction of the due authority of any person signing Underwriter) to be provided by the Company by the times specified in this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings GuarantorAgreement; (evii) compliance by the Company with all of its obligations under this Agreement or in relation to the publication of the Announcement; (viii) the Supplemental Security Documents representations and warranties of the Company, referred to in Clause 49 remaining true and accurate in all material respects and none of the undertakings of the Company, all duly executed, delivered referred to the Lender and where appropriate duly registered with the relevant authoritiesin Clause 9 having been breached; (fix) confirmation from any agents for service the delivery to the Stock Exchange and filing and registration with the Registrar of process nominated Companies in this Addendum No. 3 Hong Kong no later than the Posting Date of each of the Prospectus Documents and elsewhere (where necessary) other documents in compliance with the Supplemental Security Documents for Companies (WUMP) Ordinance and otherwise complying with the acceptance requirements of any notice of service of process that they consent to such nominationthe Companies (WUMP) Ordinance, the Companies Ordinance and the Listing Rules; (gx) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees posting of the Greek and English legal advisors of Prospectus Documents to Qualifying Holders on the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the LenderPosting Date; and (lxi) evidence this Agreement not having been terminated in accordance with its terms on or before the Long Stop Date. (B) Other than conditions (vi) and (viii) which can be waived in whole or in part by the Underwriter by notice in writing to the Company prior to the Long Stop Date, all other conditions in Clause 2(A) cannot be waived. In the event that the Borrowers are conditions in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 2(A) have not been fulfilled satisfied or waived on or before the Long Stop Date, all liabilities of the parties hereto shall cease and in determine and no party shall have any claim against the other party save for any antecedent breach of this event the Borrowers hereby covenant Agreement. (C) The Company shall use its reasonable endeavours to procure the fulfilment of the conditions in Clause 2(A) (to the extent it is within its power to do so), and shall do all the things required to be done by it pursuant to the Prospectus Documents or otherwise reasonably necessary to give effect to the Rights Issue and the arrangements contemplated by this Agreement. (D) The Company shall make the Application to the Stock Exchange and shall do or procure to be done all such conditions within ten (10) days after the Effective Date acts or at such other time specified things as may be reasonably necessary as required by the LenderStock Exchange or the Registrar of Companies in Hong Kong for the purpose of obtaining such listing and permission.

Conditions Precedent. The Lender’s agreement obligation of Lender to consent fund the Term Loans, to fund the Borrowers’ requests referred initial Revolving Loan, and to in Recital F hereof issue or cause to be issued the initial Letter of Credit, if any, is subject to the condition that satisfaction or waiver on or before the Lender date hereof of the following conditions precedent: (a) Agent shall have received each of the following agreements, opinions, reports, approvals, consents, certificates and other documents set forth on the closing document list attached hereto as SCHEDULE 17(a) (the "CLOSING DOCUMENT LIST") in each case in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateAgent; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before Since the date of this Addendum No. 3Agent's receipt of the most recent financial statements of each Obligor, no event shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect on any Obligor, as determined by Agent in its sole discretion; (c) minutes Agent shall have received payment in full of meeting all fees and expenses payable to it by Borrowers or any other Person in connection herewith, on or before disbursement of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyinitial Loans hereunder; (d) evidence Agent shall have determined that immediately after giving effect to (A) the making of the due authority of any person signing this Addendum No. 3initial Loans, including without limitation the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower Term Loans and the Seanergy Holdings GuarantorRevolving Loans, if any, requested to be made on the date hereof, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the payment of all fees due upon such date and (D) the payment or reimbursement by Borrowers of Agent for all closing costs and expenses incurred in connection with the transactions contemplated hereby, Covenant Obligors have Excess Availability of not less than Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00); (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, Obligors shall have delivered to Agent evidence that the Lender insurance required by SECTION 12(e) hereof is in place and where appropriate duly registered with the relevant authoritiesis in full force and effect; (f) confirmation from any agents Agent shall have received landlord waiver agreements, warehouseman's waiver agreements and processor letters for service each leased location, warehouse and/or processor location of process nominated each Obligor, each of which shall be in this Addendum No. 3 form and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent content satisfactory to such nominationAgent; (g) opinions Agent shall have received a title insurance commitment for the Boonton Property from lawyers appointed by a title insurance company acceptable to Agent (the Lender at "TITLE COMPANY") insuring Agent's first priority mortgage lien on the Borrowers’ expense as Boonton Property and otherwise in form and content satisfactory to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or heretoAgent; (h) payment Agent shall have received environmental reports for the Boonton Property in form and content satisfactory to the Lender of an amount of Four thousand Five hundred Euros (€4,500) Agent in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documentsits sole discretion; (i) payment Agent shall have received and reviewed to its satisfaction all documentation regarding the Lender of an amount of the fees of environmental issues described on SCHEDULE 11(f) hereto, and Agent shall be satisfied, in its sole discretion, that reserves established by Borrowers or Eligible Guarantors, as applicable, for such environmental issues are sufficient; (j) Agent shall have received and reviewed to its satisfaction all documentation regarding the ▇▇▇▇▇ ▇▇▇▇▇ Islands counsel of the Lender; (jlitigation described on SCHEDULE 11(g) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lenderhereto, and Agent shall be satisfied, in its sole discretion, that reserves established by Montevideo for such issues are sufficient; (k) payment Agent shall have received and reviewed to the Lender of an amount its satisfaction a current survey of the fees Boonton Property prepared by a licensed surveyor or registered engineer, which survey is certified to and acceptable to Lender and the Title Company; (l) Agent shall have received and reviewed to its satisfaction reference checks on Borrowers, Eligible Guarantors, all key officers and managers of Borrowers and all key officers and managers of Eligible Guarantors; (m) Agent shall have received and reviewed to its satisfaction all documents evidencing indebtedness of Borrowers or the British Virgin Islands Eligible Guarantors (other than the Loans); (n) Agent shall have received an opinion of Obligors' counsel in form and content satisfactory to Agent; (o) Agent shall have received satisfactory evidence that Industries has received a cash dividend resulting from the EME Sale of at least Four Million Dollars ($4,000,000.00). (p) Agent shall have received and reviewed to its satisfaction the LenderEME Sale Agreement and all other documents, instruments, agreements, opinions and certificates executed or delivered in connection with the EME Sale. (q) No material default exists under any obligations of any Obligor to any third party or in any Obligor's compliance with any applicable legal requirements; and (lr) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the The Obligors shall have executed and delivered to Agent and Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by documents, instruments and agreements which Agent or Lender determines are reasonably necessary to consummate the Lendertransactions contemplated hereby.

Conditions Precedent. The Lender’s agreement to consent to This Amendment shall become effective on the Borrowers’ requests referred to date (the “Amendment Effective Date”) on which (1) all the representations and warranties made by Sellers in Recital F hereof is subject to the condition that the Lender this Amendment are true and correct and (2) Buyer shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010received: (a) certificate of incumbency this Amendment, executed and delivered by a duly authorized officer of each Borrower of Sellers and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateBuyer; (b) certificate or other evidence in respect a payment to Buyer on account of the existence and good standing Repurchase Price of each Borrower and all Purchased Assets under the Seanergy Holdings Guarantor dated not more than fifteen JPM Repurchase Agreements, such payment to be allocated in Buyer’s sole discretion among such Purchased Assets, in an amount equal to $10,350,216.74 (15) days before the date of this Addendum No. 3"Upfront Paydown"); (c) minutes the Warrant, executed and delivered by a duly authorized officer of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyCapital Trust; (d) evidence legal opinions from counsel to the Sellers dated as of the due date hereof addressed to Buyer and its successors and assigns (i) as to the enforceability of the Repurchase Agreement, as amended by this Amendment, and (ii) as to each Seller’s authority of any person signing this Addendum No. 3to execute, deliver and perform its obligations under the Supplemental Security Documents Repurchase Agreement as amended hereby, in each case, in form and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantorsubstance acceptable to Buyer in its reasonable discretion; (e) the Supplemental Security Documents referred to in Clause 4evidence, all duly executed, delivered satisfactory to the Lender Buyer in its sole discretion, of the payment in full of all obligations owed by any Seller under, and where appropriate duly registered with the relevant authoritiestermination of, the credit facilities identified on Schedule I hereto; (f) confirmation from any agents for service a copy of process nominated an amendment to the Senior Unsecured Facility, executed and delivered by a duly authorized officer of the parties thereto, in this Addendum No. 3 form and elsewhere substance acceptable to Buyer in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination;its sole discretion; and (g) opinions from lawyers appointed by for the Lender at account of Buyer, payment and reimbursement for all of Buyer’s corresponding costs and expenses incurred in connection with this Amendment, all prior amendments and modifications to the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and Repurchase Agreement, any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) prepared in respect of legal fees of the Greek connection herewith and English legal advisors of the Lender in respect of this Addendum No. 3 therewith and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled transactions contemplated hereby and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lenderthereby.

Conditions Precedent. (a) The Lenderpurchase of Lessor’s agreement interest in a Property pursuant to consent to the Borrowers’ requests referred to in Recital F hereof is Section 18.02 shall be subject to the condition that fulfillment of all of the Lender following terms and conditions: (1) no Event of Default shall have received the following in form occurred and substance satisfactory to the Lenderbe continuing under this Lease or other Transaction Documents; (2) Lessee or, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter aliaat Lessee’s discretion, the officers and/or directors third party offeree shall have paid to Lessor the Subject Purchase Price, together with all Rental and other Monetary Obligations then due and payable under this Lease as of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement closing of such purchase; (3) in addition to payment of the Subject Purchase Price, Lessee shall have satisfied its obligations under Section 18.03 below; (4) Lessee shall not have the right to deliver Purchase Offers until after the fourth anniversary of the Effective Date; and (5) the date of the closing of such certificatepurchase shall occur on the next scheduled Base Monthly Rental payment date following Lessor’s receipt of the Purchase Offer, or advising of any change thereto by attaching if less than thirty (30) days, on the relevant amendment to the certificate;next Base Monthly Rental payment date thereafter. (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before On the date of this Addendum No. 3; (c) minutes of meeting the closing of the directors and shareholderspurchase of a Property pursuant to this Section (the “Purchase Closing Date”), or resolutions subject to satisfaction of the directors foregoing conditions: (1) this Lease shall be deemed terminated with respect to such Property only, and shareholders this Lease shall continue in full force and effect with respect to all of each Borrower at which there was approved the entry into execution delivery and performance other Properties; provided, however, such termination shall not limit Lessee’s obligations to Lessor with respect to such Property under any indemnification provisions of this Addendum No. Lease and Lessee’s obligations to pay any Monetary Obligations (whether payable to Lessor or a third party) accruing under this Lease with respect to such Property prior to the Purchase Closing Date shall survive the termination of this Lease; (2) the Base Monthly Rental with respect to the remaining Property shall be proportionately reduced based upon the values attributed to all of the Properties at the time of Lessor’s acquisition of the Properties; and (3) Lessor shall convey such Property to Lessee or, at Lessee’s request, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto third party offeree “as is” by special warranty deed, subject to which the relevant Borrower is a party; (d) evidence all matters of record as of the due authority of date thereof (except for any person signing this Addendum No. 3, the Supplemental Security Documents and any consensual liens granted by Lessor other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed than those granted by the Lender Lessor at the Borrowers’ expense as to all such aspects request of law as the Lender shall deem relevant for this Addendum No. 3 Lessee), and the Supplemental Security Documents and any other documents executed pursuant thereto without representation or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lenderwarranty.

Conditions Precedent. The Lender’s agreement to consent to Borrower, the Borrowers’ requests Guarantors and the Banks acknowledge that this Second Amendment shall not be effective until each of the following conditions precedent has been satisfied (such date is referred to in Recital F hereof is subject to herein as the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010:“Effective Date”): (a) certificate of incumbency of each Borrower The Borrower, the Guarantors, and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateRequired Banks shall have executed this Second Amendment; (b) certificate or other evidence in respect of The Borrower shall have delivered to the existence and good standing of each Borrower Administrative Agent and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before Required Banks a final draft of all documents associated with the date of this Addendum No. 32004 Permitted Merger and shall have delivered to the Administrative Agent such information with respect to such merger as the Administrative Agent shall have reasonably requested; (c) minutes Neither the execution and delivery of meeting this Second Amendment or the documents associated with the 2004 Permitted Merger by the Borrower or Koppers Merger Sub nor the consummation of the directors transactions herein or therein contemplated or compliance with the terms and shareholdersprovisions hereof or thereof by any of them will conflict with, constitute a default under or resolutions result in any breach of (i) the terms and conditions of the directors and shareholders certificate of each incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3or Koppers Merger Sub or (ii) any Law or any material agreement or instrument or order, the Supplemental Security Documents and any other documents executed pursuant hereto writ, judgment, injunction or thereto decree to which the relevant Borrower or Koppers Merger Sub or any of their Subsidiaries is a partyparty to or by which either the Borrower or Koppers Merger Sub or any of their Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower or Koppers Merger Sub or any of their Subsidiaries (other than Liens granted under the Loan Documents) and the Borrower shall have delivered to the Administrative Agent a closing certificate certifying to all of the foregoing; (d) evidence No Material Adverse Change shall have occurred with respect to the Borrower or any of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings GuarantorGuarantors; (e) The Borrower and the Supplemental Security Documents referred Guarantors shall have obtained all approvals and consents necessary to in Clause 4, all duly executed, delivered to consummate the Lender and where appropriate duly registered with the relevant authoritiestransactions contemplated by this Second Amendment; (f) confirmation from any agents for service The Borrower shall have delivered to the Administrative Agent an opinion or opinions of process nominated in Borrower’s counsel which shall opine as to (i) the due authorization, execution and delivery, and enforceability of this Addendum No. 3 Second Amendment, (ii) the validity and elsewhere in legality regarding the Supplemental Security Documents for consummation of the acceptance of any notice of service of process that they consent 2004 Permitted Merger and such matters incident to such nominationtransactions, and (iii) such other matters as reasonably requested by the Administrative Agent, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent; (g) opinions from lawyers appointed The Borrower shall have paid to the Administrative Agent, for the benefit of the Administrative Agent and each of the Banks executing this Second Amendment, an amendment fee in the amount of 25 basis points of such Bank’s Commitment, one half of which will be earned by the Lender at the Borrowers’ expense as to all each approving Bank upon credit approval and one half of which will be earned upon execution by such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or heretoBank; (h) payment The Borrower shall have paid to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal Administrative Agent and its counsel all reasonable fees of and expenses for which the Greek Administrative Agent and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documentssuch counsel are entitled to be reimbursed; (i) payment All legal details and proceedings in connection with the transactions contemplated by this Second Amendment and all other Loan Documents to be delivered to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment Banks shall be in form and substance reasonably satisfactory to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderAdministrative Agent.

Conditions Precedent. The Lender’s agreement 4.1 This Amendment Letter amends the terms of the Original SEAG Support Letter and shall become effective in respect of the original signatories to consent to this Amendment Letter upon satisfaction of, or waiver by the Borrowers’ requests referred to in Recital F hereof is subject to Day 1 Lenders and the condition that the Lender shall have received Intragroup Creditors of, each of the following in form and substance satisfactory to conditions precedent (the Lender, in all respects on or prior to 2 June 2010:“Amendment Letter Effective Time”): (a) certificate signing of incumbency of this Amendment Letter by each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until Intragroup Creditors listed in Part 2 of Schedule 3 of the date Original SEAG Support Letter and counter-signing of such certificate, or advising of any change thereto this Amendment Letter by attaching the relevant amendment to the certificateCompany and SIHNV; (b) certificate Existing Relevant Lenders (and any other relevant creditor who accedes to the Original SEAG Support Letter in accordance with its terms) holding in aggregate at least 75 per cent. of the total Financial Indebtedness of the Company under the Financial Instruments (or other evidence such lower amount as may be accepted by the Company and notified to the Creditors provided that such amount is greater than 50 per cent. of the total Financial Indebtedness of the Company under the Financial Instruments if in the reasonable opinion of the Company it is more likely than not that creditors of the Company will not suffer any harm by the acceptance of such lower amount) have signed this Amendment Letter or delivered a signed accession confirmation in the form agreed with the Company as set out Schedule 1 to this Amendment Letter (“Accession Confirmation”) to the Company in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3thereof; (c) minutes of meeting of save as disclosed in writing to the directors and shareholders, or resolutions of Day 1 Lenders prior to the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance date of this Addendum No. 3Amendment Letter, no formal insolvency proceedings having been opened in respect of SIHNV or any direct or indirect subsidiary of SIHNV as at the Supplemental Security Documents time when all other conditions precedent in this paragraph 4.1 have been satisfied or waived by the Day 1 Lenders and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyIntragroup Creditors; (d) evidence due execution and effectiveness (ignoring any inter-conditionality with the effectiveness of this Amendment Letter) of an amendment letter (the “SFH Amendment Letter”) on substantially the same terms as this Amendment Letter between SFH and third-party creditors holding at least 50 per cent. of the due authority total Financial Indebtedness (excluding any Financial Indebtedness owed by SFH to Intragroup creditors) of any person signing this Addendum No. 3, SFH or such lower amount as may be accepted by SFH pursuant to the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantorterms thereof; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered Relevant Lenders’ Advisors having confirmed to the Lender Company (on terms satisfactory to the Company) that the fee arrangements agreed in relation to the Original SEAG Support Letter shall continue to apply and where appropriate duly registered with shall not increase in respect of the relevant authoritiesperiod 1 July 2018 to and including 20 July 2018; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in ▇▇▇▇▇ having provided the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nominationSIHNV Commitment (as defined below); (g) opinions agreement of a public statement between the advisors to SIHNV and FTI Consulting and PJT Partners (UK) Limited which is required to make public the existence of this Amendment Letter and such of its contents as constitute material non-public information or inside information which would restrict the Day 1 Lenders from lawyers appointed carrying out a sale or purchase of any debt instrument borrowed or issued by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or heretoGroup company (“Public Statement”); (h) payment to the Lender Company or SFH has not filed for the opening of an amount insolvency proceedings, reorganisation proceedings (Reorganisationsverfahren) or other similar proceedings, or for the appointment of Four thousand Five hundred Euros a curator (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security DocumentsKurator); (i) payment the Company or SFH is not a party to any insolvency proceedings, composition proceedings or other similar proceedings, and no filing for the opening of such proceedings has been submitted with respect to the Lender of an amount Company or SFH by a third party, as far as each of the fees of Company and SFH is aware; and (j) neither the Original SEAG Support Letter nor the Original SFH Support Letter have been terminated in accordance with their terms. 4.2 The Company or Linklaters on the Company’s behalf shall notify the Relevant ▇▇▇▇▇▇▇▇ Islands counsel ’ Advisers in writing of the Lender;date and time at which the Amendment Letter Effective Time has occurred promptly after the occurrence of such Amendment Letter Effective Time. (j) payment 4.3 With respect to any Creditor who is an Original Acceding Creditor, this Amendment Letter shall amend the terms of the Original SEAG Support Letter for that Original Acceding Creditor with effect from the time that the Original Acceding Creditor has delivered a duly signed Accession Confirmation to the Lender of an amount Company, either directly or by another party on its behalf (the “Individual Effective Time”). Notwithstanding anything contained in this Amendment Letter, the parties to this Amendment Letter acknowledge and agree that the terms of the fees of the Bahamian counsel of the Lender; (k) payment Original SEAG Support Letter shall continue to apply unamended for each and every Original Acceding Creditor that has not delivered a duly signed Accession Confirmation to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderCompany.

Conditions Precedent. (a) The Lenderpurchase of Lessor’s agreement interest in a Property pursuant to consent to the Borrowers’ requests referred to in Recital F hereof is Section 16.01 shall be subject to the condition that fulfillment of all of the Lender following terms and conditions: (1) no monetary Event of Default shall have received occurred and be continuing under this Lease or other Transaction Documents; (2) Lessee shall have paid to Lessor the following Subject Purchase Price, together with all Rental and other 27 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in form OH, PA, SC, TN and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate TX File No. 7210/02-475 Monetary Obligations then due and payable under this Lease as of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until closing of such purchase; (3) in addition to payment of the Subject Purchase Price, Lessee shall have satisfied its obligations under Section 16.03 below; and (4) the date of the closing of such certificate, or advising purchase shall occur on the next scheduled Base Monthly Rental payment date that is at least thirty (30) days following Lessor’s receipt of any change thereto by attaching Lessee’s written notice of its exercise of its right to purchase the relevant amendment Property pursuant to the certificate;Section 16.01. (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before On the date of this Addendum No. 3; (c) minutes of meeting the closing of the directors and shareholderspurchase of a Property pursuant to this Section (the “Purchase Closing Date”), or resolutions subject to satisfaction of the directors foregoing conditions: (1) this Lease shall be deemed terminated with respect to the Property and shareholders of each Borrower at which there was approved the entry into execution delivery and performance Base Annual Rental shall be reduced by an amount equal to the Lease Rate multiplied by the Subject Purchase Price; provided, however, such termination shall not limit Lessee’s obligations to Lessor under any indemnification provisions of this Addendum No. 3, the Supplemental Security Documents Lease and Lessee’s obligations to pay any other documents executed pursuant hereto Monetary Obligations (whether payable to Lessor or thereto a third party) accruing under this Lease with respect to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered such Property prior to the Lender Purchase Closing Date shall survive the termination of this Lease; and where appropriate duly registered with the relevant authorities; (f2) confirmation from Lessor shall convey such Property to Lessee “as is” by special warranty deed, subject to all matters of record (except for any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed consensual liens granted by the Lender Lessor other than those granted by Lessor at the Borrowers’ expense as to all such aspects request of law as the Lender shall deem relevant for this Addendum No. 3 Lessee), and the Supplemental Security Documents and any other documents executed pursuant thereto without representation or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lenderwarranty.

Conditions Precedent. The Lender’s agreement to consent Concurrently with the execution hereof (except to the Borrowers’ requests referred to in Recital F hereof is subject extent otherwise indicated below), and as a further condition to the condition that effectiveness of this Amendment and the agreement of Lender to the modifications and amendments set forth in this Amendment: (a) Borrowers and Guarantors shall have received the following delivered to Lender an original of this Amendment, duly authorized, executed and delivered by each of Borrowers and Guarantors; (b) Each of Borrowers and Guarantors shall have delivered to Lender, in form and substance satisfactory to the Lender, in all respects on each of the following agreements, documents or prior instruments to 2 June 2010which it is a party, duly authorized, executed and delivered: (ai) certificate of incumbency an original of each Borrower of the TCS Factory Term Note and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateTCS Office Term Note; (bii) certificate an original Guarantee and Waiver, dated of even date herewith, by the Borrowers, other than TCS Office in favor of Lender with respect to the Obligations of TCS Office to Lender; (iii) an original Guarantee and Waiver, dated of even date herewith, by Borrowers, other than TCS Factory, in favor of Lender with respect to the Obligations of TCS Factory to Lender; (iv) an original Guarantee and Waiver, dated of even date herewith, by Guarantors, other than Borrowers and Hanover, in favor of Lender with respect to the Obligations of TCS Office and TCS Factory to Lender; (v) an original Guarantee and Waiver, dated of even date herewith, by Hanover, in favor of Lender with respect to the Obligations of TCS Office and TCS Factory to Lender; (vi) an original Mortgage and Security Agreement, dated of even date herewith, by TCS Factory in favor of Lender with respect to the Real Property of TCS Factory securing the Guarantor Obligations and the other Obligations of TCS Factory, including, without limitation, the TCS Factory Term Loan, up to the Maximum Credit; (vii) an original Mortgage and Security Agreement, dated of even date herewith, by TCS Office in favor of Lender with respect to the Real Property of TCS Office securing the Guarantor Obligations and other Obligations of TCS Office, including, without limitation, the TCS Office Term Loan, up to the Maximum Credit; (viii) an original UCC Fixture Filing between TCS Office, as debtor, and Lender, as secured party, for filing with the Clerk of La Crosse County, Wisconsin; (ix) an original UCC Fixture Filing between TCS Factory, as debtor, and Lender, as secured party, for filing with the Clerk of La Crosse County, Wisconsin; (x) an agreement or other evidence agreements, in respect form and substance acceptable to Lender (A) assigning the TCS Factory Lease to HH Corp., (B) amending certain provisions of the existence TCS Factory Lease, and good standing (C) subordinating any interest of each Borrower the lessee in the Real Property covered by the TCS Factory Lease to the interest of Lender in the Real Property covered by the Mortgage made by TCS Factory to Lender; together with memorandum(s) or amendment to any existing memorandums with respect to such agreement(s), in form acceptable for recording with the Clerk of La Crosse County, Wisconsin; (xi) an agreement or agreements, in form and substance acceptable to Lender (A) assigning the Seanergy Holdings Guarantor dated not more than fifteen TCS Office Lease to HH Corp., (15B) days before amending certain provisions of the date TCS Office Lease, and (C) subordinating any interest of this Addendum No. 3the lessee in the Real Property covered by the TCS Factory Lease to the interest of Lender in the Real Property covered by the Mortgage made by TCS Factory to Lender; together with memorandum(s) or amendments to any existing memorandums with respect to such agreement(s), in form acceptable for recording with the Clerk of La Crosse County, Wisconsin; (c) minutes Lender shall have received evidence that all prior encumbrances upon the Real Property subject to the Mortgages made by TCS Factory and TCS Office in favor of meeting Lender have been satisfied and discharged and have been delivered to Lender, in form and substance satisfactory to Lender and a title insurance company acceptable to Lender (the "Title Company"), including, without limitation, the release of any liens of the directors and shareholders, or resolutions State of Wisconsin Investment Board with respect to the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents Real Property and any other documents executed pursuant hereto or thereto assets of TCS Factory and the release of any liens of Prudential Interfunding Corp with respect to which the relevant Borrower is a partyReal Property and any other assets of TCS Office; (d) Lender shall have received a certificate of occupancy with respect to each improved parcel of Real Property subject to the Mortgages made by TCS Factory and TCS Office in favor of Lender, together with other evidence satisfactory to Lender of the due authority final municipal approval for completion of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto improvements on behalf of each Borrower such Real Property and the Seanergy Holdings Guarantorlegal occupancy thereof by TCS Factory, TCS Office and the tenant under the amended lease agreements referred to in Sections 5(b)(x) and (xi) hereof; (e) the Supplemental Security Documents referred Lender shall have received a full ALTA (highest standard) as-built survey by a licensed surveyor with respect to in Clause 4, all duly executed, delivered each parcel of Real Property subject to the Mortgages made by TCS Factory and TCS Office in favor of Lender, certified to Lender and where appropriate duly registered with the relevant authoritiesTitle Company, according to a certification satisfactory in form and substance to Lender and the Title Company, showing the current location of all improvements, setbacks, easements, rights of way and other matters affecting title to or use of such property; (f) confirmation from any agents for service Lender shall have received updated evidence of process nominated casualty insurance and loss payee endorsements required pursuant to the Loan Agreement and under the other Financing Agreements, in this Addendum No. 3 form and elsewhere in the Supplemental Security Documents for the acceptance substance satisfactory to Lender, together with certificates of any notice of service of process that they consent to such nominationinsurance policies and/or endorsements naming Lender as mortgagee, loss payee and additional insured, as applicable; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for have received, in form and substance satisfactory to Lender, Secretary's Certificates of Directors' Resolutions with Shareholders' Consent evidencing the adoption and subsistence of corporate resolutions approving the execution, delivery and performance by those Borrowers and Guarantors that are corporations and Manager Certificates and Company Resolutions evidencing the adaption and subsistence of company resolutions approving the execution, delivery and performance by those Borrowers and Guarantors that are limited liability companies of this Addendum No. 3 Amendment and the Supplemental Security Documents agreements, documents and any other documents executed instruments to be delivered pursuant thereto or heretoto this Amendment; (h) payment Lender shall have received an appraisal, in form and substance satisfactory to Lender, prepared by an appraiser and in form, scope and methodology, satisfactory to Lender, addressed to Lender or upon which Lender is expressly permitted to rely, with respect to the Lender Real Property of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek TCS Office and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security DocumentsTCS Factory; (i) payment Lender shall have received updated environmental audits of the owned real property of TCS Factory and of TCS Office conducted by an independent environmental engineering firm acceptable to Lender, and in form, scope and methodology satisfactory to Lender, addressed to Lender or upon which Lender is expressly permitted to rely, confirming to the satisfaction of Lender and its environmental consultant, which consultant shall review such updated audits and any follow-up work requested by such consultant at Borrowers' expense, that (i) each of an amount TCS Factory and TCS Office are in compliance with all material applicable Environmental Laws and (ii) the absence of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lenderany material environmental problems; (j) payment Lender shall have received, in form and substance satisfactory to Lender, a valid and effective title insurance policy issued by the Lender of an Title Company (i) insuring the priority, amount and sufficiency of the fees Mortgages made by TCS Factory and TCS Office, (ii) insuring against matters that would be disclosed by surveys and (iii) containing any legally available endorsements, assurances or affirmative coverage requested by Lender for protection of the Bahamian counsel of the Lenderits interests; (k) payment Lender shall have received an opinion(s) of counsel to Borrowers and Guarantors with respect to this Amendment, the Mortgages made by each of TCS Office and TCS Factory and the transactions and agreements and other instruments contemplated by this Amendment, and such other matters as Lender shall reasonably require, in form and substance and satisfactory to Lender; (l) each of an amount Borrowers and Guarantors shall deliver, or cause to be delivered, to Lender a true and correct copy of each consent, waiver or approval with respect to this Amendment or any of the fees of the British Virgin Islands counsel of the instruments or agreements executed and delivered pursuant to this Amendment, that any Borrower or Guarantor obtains from any other Person, and which such consent, approval or waiver shall be in form and substance acceptable to Lender; and (lm) evidence that UCC, tax and judgment searches against TCS Office and TCS Factory with the Borrowers are Wisconsin Secretary of State and the Clerk of La Crosse County, Wisconsin showing no financing statements or other liens of record against either TCS Office or TCS Factory except in compliance with their obligations favor of Lender and except as otherwise permitted under Clause 19.22 of the Financial Loan Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.

Conditions Precedent. The Lender’s agreement to consent (a) As conditions precedent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender initial Transaction, Buyer shall have received on or before the following day of such initial Transaction the following, in form and substance satisfactory to Buyer and duly executed by each party thereto (as applicable): (i) The Program Documents (other than the LenderElectronic Tracking Agreement) duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) A certified copy of Seller’s and Guarantor’s consents or corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (iii) An incumbency certificate of the secretaries of Seller and Guarantor certifying the names, true signatures and titles of Seller’s and Guarantor’s representatives duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (iv) An opinion of Seller’s and Guarantor’s counsel as to such matters as Buyer may reasonably request (including, without limitation, enforceability, non-contravention, and perfection opinions) each in form and substance acceptable to Buyer; (v) A copy of the current Underwriting Guidelines certified by an officer of Seller; (vi) The payment in respect of the Commitment Fee Amount and the legal fees as set forth in the Pricing Side Letter; (vii) Evidence that all other actions necessary or, in all respects the opinion of Buyer, desirable to perfect and protect Buyer’s interest in the Purchased Loans and other Collateral have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1; (viii) Buyer shall have completed the due diligence review pursuant to Section 38, and such review shall be satisfactory to Buyer in its sole discretion; (ix) Buyer’s internal credit committee shall have approved the Program Documents and Transactions thereunder (either specifically or prior by general resolution); and (x) Any other documents reasonably requested by Buyer. (b) The obligation of Buyer to 2 June 2010enter into each Transaction pursuant to this Agreement is subject to the following conditions precedent: (ai) certificate Buyer or its designee shall have received on or before the day of incumbency a Transaction with respect to such Purchased Loans (unless otherwise specified in this Agreement) the following, in form and substance satisfactory to Buyer and (if applicable) duly executed: (A) The Transaction Notice, Mortgage Loan Schedule and Mortgage Loan Transmission with respect to such Purchased Loans, delivered pursuant to Section 3(a); (B) Except with respect to Wet Loans, the Trust Receipt with respect to such Purchased Loans, with the Mortgage Loan Schedule attached; (C) Such certificates, customary opinions of counsel or other documents as Buyer may reasonably request, provided that such opinions of counsel shall not be required routinely in connection with each Borrower Transaction but shall only be required from time to time as deemed necessary by Buyer in its commercially reasonable judgment; and (D) A copy of the Underwriting Guidelines to the extent such guidelines have been amended; (ii) No Default or Event of Default shall have occurred and be continuing; (iii) Buyer shall not have determined that the Seanergy Holdings Guarantor signed by its secretary introduction of or a director thereofchange in any requirement of law or in the interpretation or administration of any requirement of law applicable to Buyer has made it unlawful, statingand no Governmental Authority shall have asserted that it is unlawful, inter alia, for Buyer to enter into Transactions with a Pricing Rate based on LIBOR; (iv) All representations and warranties in the officers and/or directors of same Program Documents shall be true and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until correct on the date of such certificate, or advising of any change thereto by attaching Transaction and Seller and Guarantor are in compliance with the relevant amendment to the certificate; (b) certificate or other evidence in respect terms and conditions of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Program Documents; (iv) payment The then aggregate outstanding Purchase Price for all Purchased Loans, when added to the Lender Purchase Price for the requested Transaction, shall not exceed the Maximum Aggregate Purchase Price; (vi) Satisfaction of an amount any conditions precedent to the initial Transaction as set forth in clause (a) of this Section 10 that were not satisfied prior to such initial Purchase Date; (vii) Buyer shall have determined that all actions necessary or, in the opinion of Buyer, desirable to maintain the Buyer’s perfected interest in the Purchased Loans and other Collateral have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1; (viii) Seller shall have paid to Buyer all fees and expenses owed to Buyer in accordance with this Agreement; (ix) Buyer or its designee shall have received any other documents reasonably requested by Buyer; (x) Buyer shall have received the Custodian Loan Transmission from Custodian pursuant to Section 3(a) of the fees Custodial Agreement; (xi) There shall be no Market Value Deficit at the time immediately prior to entering into a new Transaction; (xii) No event or events shall have been reasonably determined by Buyer to have occurred and to be continuing resulting in the effective absence of a “repo market” respecting loans or mortgage-backed or asset-backed securities such that Buyer is or was unable to finance or fund purchases under this Agreement through the “repo market” or Buyer’s customers; (xiii) Each secured party (including any party that has a precautionary security interest in a Mortgage Loan) shall have released all of its right, title and interest in, to and under such Mortgage Loan (including, without limitation, any security interest that such secured party or secured party’s agent may have by virtue of its possession, custody or control thereof) and has filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to the Buyer prior to each Transaction and to the Custodian as part of the Mortgage File; and (xiv) If at any ▇▇▇▇ ▇▇▇▇▇▇ Islands counsel shall become a member of MERS, the Lender; (j) payment parties shall have entered into the Electronic Tracking Agreement prior to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lendernext succeeding Transaction.

Conditions Precedent. The Lender’s agreement to consent to 1.1 Your, and Our, rights and responsibilities under this Agreement will come into effect on the Borrowers’ requests referred to in Recital F hereof date this Agreement is subject to agreed. 1.2 Notwithstanding clause 1.1, the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010Parties' obligations are conditional upon: (a) certificate You having properly given notice of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected termination to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment Your previous Supplier where required to the certificatedo so under Your agreement; (b) certificate or other evidence in respect of You having returned to Us a duly completed Direct Debit mandate form and agreeing to pay Your account by Direct Debit for the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date duration of this Addendum No. 3Agreement; (c) minutes of meeting of the directors and shareholdersYou successfully passing Our credit checking process and, if requested, providing Us with a security deposit, bond or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto guarantee (or thereto to which the relevant Borrower is a partyprocurement thereof); (d) evidence Us being an electricity Supplier licensed under sections 6 and 7 of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings GuarantorAct; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authoritiesUs having entered into use of system agreements for each Supply Point; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nominationeach Supply Point each appropriate Agency Service having a confirmed Registration; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense Us having a confirmed Registration as to all such aspects of law as the Lender shall deem relevant Supplier for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or heretoeach Supply Point; (h) the Metering Equipment at the Supply Point not comprising a pre-payment to the Lender of an amount of Four thousand Five hundred Euros meter (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documentswhich is not a Smart or AMR Meter); (i) payment where it is a condition of Your Contract that You either (i) have a Smart Meter or AMR Meter installed at agreed Your Supply Point(s); or (ii) You agree to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender;have a Smart Meter or AMR Meter installed at agreed Your Supply Point(s), within any period We may specify from time to time; and (j) payment if You have a Smart Meter at the property You must inform Us and allow Us to obtain information about the specification and functionality of that Smart Meter provided that We shall determine, in our sole discretion, whether any condition precedent set out in this Clause 1.2 has been satisfied and/or may waive or extend any condition which applies to You at any time. 1.3 In the event that electricity is supplied to You at any Supply Point prior to satisfaction of each condition precedent for all Supply Points, We shall be entitled to charge for electricity consumed at the prevailing Variable Business Rates and/or pursuant to the Lender Deemed Contract Terms until the Commencement Date. 1.4 The Parties shall ensure that for the duration of an amount of the fees of the Bahamian counsel of the Lender;this Agreement each condition precedent in clause 1.2 shall be maintained and continue to have full effect. (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are 1.5 If any condition precedent in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have clause 1.2 has not been fulfilled satisfied by You within a reasonable period (or such period as We may advise) , We may terminate this Agreement, in which case We will continue to supply each Supply Point, for which we remain as registered Supplier on, and in this event You will be charged Our Variable Business Rates for the Borrowers hereby covenant to procure energy consumed at the fulfilment relevant Supply Points from the date of such conditions within ten (10) days after the Effective Date or at such other time specified termination. You are not entitled to terminate this Agreement if there is a failure by the Lendereither Party to meet any condition precedent in Clause 1.2.

Conditions Precedent. The Lender’s agreement to consent Notwithstanding any provision to the Borrowers’ requests referred to contrary in Recital F hereof is this Agreement, the effectiveness of the respective consents, releases and directives granted or expressed by Noteholder within this Agreement shall be subject to the condition that the Lender shall have received fulfillment of the following in form and substance satisfactory conditions (the “Conditions Precedent”) to the Lender, in all respects on or prior to 2 June 2010satisfaction of Servicer: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and Servicer shall have received evidence that no amendment Transferee has been effected to its Articles of Incorporation and Byduly constituted as a single-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate;purpose “bankruptcy remote” entity. (b) certificate Transferor shall have paid or other evidence in respect caused to be paid to Servicer (i) an assumption fee equal to one percent (1%) of the existence outstanding principal balance secured by the Mortgage and good standing (ii) a fee equal to the amount of each Borrower all out-of-pocket fees and expenses of Servicer as provided in the Loan Documents, including, without limitation, all attorneys’ fees, in connection with this Agreement and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3;transactions contemplated hereby. (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of Servicer shall have received this Addendum No. 3, the Supplemental Security Documents and any Agreement fully executed by all parties other documents executed pursuant hereto or thereto to which the relevant Borrower is a party;than Servicer. (d) evidence Servicer shall have received the New Guaranty executed by Replacement Indemnitor, a Tri Party Lockbox Agreement executed by Transferee and Bank, in form and substance acceptable to GEMSA and a subordination of the due authority of any person signing this Addendum management agreement in a form acceptable to Servicer executed by Transferee and CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, as property manager; ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ / Loan No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇-▇▇▇▇▇▇▇▇ Islands counsel (e) Servicer shall have received either an endorsement to the policy of title insurance insuring Noteholder’s interest in the Mortgaged Property or a new policy (with endorsements thereto), acceptable to Servicer (the “Title Policy”), which Title Policy shall extend the effective date of the LenderTitle Policy to the date on which this Agreement is recorded in the appropriate public office (taking exception for no lien, encumbrance or other matter other than those set forth in the Title Policy on the date originally issued and non-delinquent real property taxes and any other matters approved by Servicer and Noteholder), and shall insure that fee title to the Mortgaged Property is vested in Transferee and that the lien and priority of the Mortgage is not impaired by the transactions contemplated hereby, with endorsements thereto, as required by Servicer; (f) Servicer shall have received an opinion of counsel satisfactory to Servicer with respect to, among other things, the due formation, and good standing of Transferor, the power and authority of the Transferor and the due execution, delivery, legality, and validity of this Agreement against Transferor and Indemnitor. If Transferor executes this Agreement through an attorney-in-fact, such opinion will specifically cover the authority and enforceability of such execution and delivery; (g) Servicer shall have received an opinion of counsel satisfactory to Servicer with respect to, among other things, the due formation, good standing and qualifications of Transferee, the power and authority of Transferee, the due execution and delivery, and the legality, validity and enforceability of (i) this Agreement, and each of the Loan Documents against Transferee and the Replacement Indemnitor and (ii) the New Guaranty against Replacement Indemnitor and the continued perfection of the security interests and liens granted by the Loan Documents under applicable law following the transfer of the Property to Transferee and the assumption of the Loan as provided herein; (h) Servicer shall have received certified copies of all of the organizational documents of each entity comprising Transferee, including formation documents, good standing certificates, evidence of qualification to do business in the state where the Mortgaged Property is located and authorizing resolutions and/or consents to the transaction; (i) Servicer shall have received UCC, litigation and judgment search reports with respect to Transferor and Transferee, with results satisfactory to Servicer; (j) payment to the Lender No default or Event of an amount Default shall exist or be then continuing under any of the fees of the Bahamian counsel of the LenderLoan Documents; (k) payment Transferee shall have delivered to Servicer certificates of insurance satisfactory to Servicer satisfying the Lender of an amount of requirements specified in the fees of Mortgage and with specific reference to “all risk” coverage (including both property and liability coverage for terrorism); ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ / Loan No. ▇▇-▇▇▇▇▇▇▇ (l) Servicer shall have received written evidence that the British Virgin Islands counsel of the LenderPurchase and Escrow Instructions Agreement, as amended or supplemented from time to time, between Transferor and American Realty Capital II, LLC has been assigned to Transferee; (m) Servicer shall have received a current certified (by Transferor) rent roll and year-to-date operating statement; and (ln) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender Such other conditions as Servicer may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lenderreasonably require.

Conditions Precedent. (a) The Lender’s agreement to consent to effectiveness of Sections 1 through 20 of this Waiver & Amendment (the Borrowers’ requests referred to in Recital F hereof “IDS Waiver & Amendment Effective Date”) is subject to the condition that satisfaction of the Lender following conditions: On or before the IDS Waiver & Amendment Effective Date this Waiver & Amendment shall have been executed and delivered by the Supermajority Banks of each Tranche and each Credit Party. On or before the IDS Waiver & Amendment Effective Date, the Waiver & Amendment Fee and all costs, fees and expenses required to be, and not previously, paid or reimbursed by the Borrower pursuant hereto or to the Credit Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent shall have been paid or reimbursed, as applicable. On the IDS Waiver & Amendment Effective Date, the Administrative Agent shall have received from Mayer, Brown, R▇▇▇ & Maw, LLP, special counsel to Holdings, the following Borrower and the Subsidiary Guarantors, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Banks and dated the IDS Waiver & Amendment Effective Date in form and substance reasonably acceptable to the Administrative Agent. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the LenderAdministrative Agent: The IDS Financing with CSC having issued IDSs and Third Party Notes resulting in gross proceeds of up to $400.0 million and not less than $270.0 million; The Intercreditor Agreement shall have been executed and delivered by each party thereto; Amendment No. 1 to the Holdings Pledge Agreement shall have been executed and delivered by each party thereto in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; The Appliance Warehouse Note shall have been amended and restated in the form of an Intercompany Note under the Credit Agreement; and At least $122.2 million in aggregate principal amount of the Senior Notes shall have been properly called for redemption and such amount shall have been placed on deposit as required under the Indenture governing the Senior Notes. On the IDS Waiver & Amendment Effective Date, the Administrative Agent shall have received a certificate dated such date and signed by an appropriate officer of the Borrower, stating that the applicable conditions set forth in all respects on or prior to 2 June 2010: this Section 23(a) exist as of such date and confirming compliance with the conditions precedent set forth in Section 6.01 of the Credit Agreement. The Administrative Agent shall have received written notice of the Optional Prepayment in accordance with Section 4.01 (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment after giving effect to the certificate;waiver in Section 1 of this Waiver & Amendment. (b) certificate or The effectiveness of all provisions of this Waiver & Amendment other evidence in respect than Sections 1 through 20 (the “Initial Amendment Effective Date”) are subject to the satisfaction of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen following conditions: (151) days On or before the date of Initial Amendment Effective Date, this Addendum No. 3;Waiver & Amendment shall have been executed and delivered by the Required Banks and each Credit Party. (c2) minutes of meeting of On or before the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3Initial Amendment Effective Date, the Supplemental Security Documents Initial Amendment Fee and any other documents executed all costs, fees and expenses required to be paid or reimbursed by the Borrower pursuant hereto or thereto to which the relevant Borrower is a party;Credit Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent shall have been paid or reimbursed, as applicable. (d3) evidence On the Initial Amendment Effective Date, the Administrative Agent shall have received a certificate dated such date and signed by an appropriate officer of the due authority Borrower, stating that the applicable conditions set forth in this Section 23(b) exist as of any person signing this Addendum No. 3, the Supplemental Security Documents such date and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered confirming compliance with the relevant authorities; (f) confirmation from any agents for service of process nominated conditions precedent set forth in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees Section 6.01 of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Credit Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.

Conditions Precedent. The Lender’s agreement to consent In addition to the Borrowers’ requests referred other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Issuing Bank will not be required to in Recital F hereof issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, and the Swingline Lender will not be required to make any Swingline Loan, unless the Issuing Bank or the Swingline Lender, as the case may be, is subject satisfied that any exposure that would result therefrom is fully covered or eliminated by any combination satisfactory to the condition that Issuing Bank or Swingline Lender of the following: (i) in the case of a Defaulting Lender, the LC Exposure and the Swingline Exposure of such Defaulting Lender shall have received is reallocated, as to outstanding and future Letters of Credit and Swingline Loans, to the following Non-Defaulting Lenders as provided in clause (1) of Section 2.19(c); (ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.19(b), the Borrowers Cash Collateralize the obligations of the Borrowers in respect of such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; and (iii) in the case of a Defaulting Lender or a Potential Defaulting Lender, then in the case of a proposed issuance of a Letter of Credit or making of a Swingline Loan, by an instrument or instruments in form and substance satisfactory to the LenderAdministrative Agent, in all respects on or prior and to 2 June 2010: (a) certificate of incumbency of each Borrower the Issuing Bank and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-LawsSwingline Lender, as the case may be, from the date Borrowers agree that the face amount of such requested Letter of Credit or the principal amount of such requested Swingline Loan will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender or Potential Defaulting Lender would otherwise be liable, in which case the obligations of the Financial Agreement until the date Non-Defaulting Lenders in respect of such certificateLetter of Credit or Swingline Loan will, or advising of any change thereto by attaching the relevant amendment subject to the certificate; first proviso below, be on a pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders, and the pro rata payment provisions of Section 2.13 will be deemed adjusted to reflect this provision; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure may not in any event exceed the Commitment of such Non-Defaulting Lender, and (b) certificate neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholdersLender may have against such Defaulting Lender, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto cause such Defaulting Lender or thereto Potential Defaulting Lender to which the relevant Borrower is be a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Non-Defaulting Lender.

Conditions Precedent. The In addition to any other conditions contained herein or in the Loan Agreement, as in effect immediately prior to the date hereof, with respect to the Loans, Letter of Credit Accommodations and other financial accommodations available to Borrower (all of which conditions, except as modified or made pursuant to this Twelfth Ratification Amendment shall remain applicable to the Loans and be applicable to Letter of Credit Accommodations and other financial accommodations available to Borrower), the following are conditions to Lender’s agreement obligation to consent extend further loans, advances or other financial accommodations to Borrower pursuant to the Borrowers’ requests referred Loan Agreement: 5.1 Borrower and Guarantors shall execute and/or deliver to Lender this Twelfth Ratification Amendment, and all other Financing Agreements that Lender may request to be delivered in Recital F hereof is subject to the condition that the Lender shall have received the following connection herewith, in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment 5.2 No trustee, examiner or receiver or the like shall have been appointed or designated with respect to Borrower or any Guarantor, as debtor and debtor-in-possession, or its business, properties and assets; 5.3 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate and implement the terms of this Twelfth Ratification Amendment and the other Financing Agreements, as modified pursuant to this Twelfth Ratification Amendment, all of which contains provisions, representations, warranties, covenants and Events of Default, as are reasonably satisfactory to Lender and its counsel; 5.4 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 5.5 No objection has been filed by any interested party to the Lender terms and conditions of an amount this Twelfth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the fees of the Bahamian counsel of the Lender; (k) payment Final DIP Financing Order, to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lenderexecute, deliver, comply with and fully be bound by this Twelfth Ratification Amendment; and (l) evidence that the Borrowers are in compliance with their obligations 5.6 Except as set forth above, no Default or Event of Default shall be continuing under Clause 19.22 any of the Financial Agreement. PROVIDED HOWEVER THAT Financing Agreements, as of the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lenderdate hereof.

Conditions Precedent. The Lender’s agreement obligations of the St. Paul Travelers Entities set forth in Section III and the obligations ▇▇ ▇nd releases by the Parties set forth in any other provision in this Settlement and Buyback Agreement made subject to consent this Section II are subject to and made expressly contingent upon the satisfaction of each of the following conditions precedent: A. The Approval Order shall have become a Final Order; B. A schedule shall have been filed with the Bankruptcy Court prior to the Borrowers’ requests referred conclusion of the Confirmation Hearing, listing the St. Paul Travelers Entities as Settling Asbestos Insurance Companies and ▇▇▇▇ schedule shall not have been amended to in Recital F hereof is subject remove the St. Paul Travelers Entities from such schedule; C. If and to the condition that e▇▇▇▇t required under the Lender terms of the Plan, any necessary prerequisites to permit the designation of the St. Paul Travelers Entities as Settling Asbestos Insurance Companies, ent▇▇▇▇d to all of the benefits and protections of the Asbestos Channeling Injunction as Protected Parties, under the terms of the Plan have been satisfied; D. Congoleum shall have received filed a modified Plan which provides injunctive relief under Section 105(a) as set forth in Section IV.B for Claims that are not related to asbestos but that arise out of or relate to the following Subject Policies or the insuring relationship of the relevant St. Paul Travelers Entities with the relevant Congoleum Entities (the "10▇(▇) Relief") in favor of the St. Paul Travelers Entities in form and substance satisfactory acceptable to the LenderSt. P▇▇▇ Travelers Entities, in all respects on or prior and shall use reasonable best efforts to 2 June 2010obt▇▇▇ Court approval of said modified Plan. The requirement of reasonable best efforts shall be deemed to be satisfied if: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment The Debtors affirmatively support the 105(a) Relief, brief responses to any objections to the Lender 105(a) Relief on all appropriate grounds and advocate for, and defend against objections to, the 105(a) Relief in all hearings and other proceedings in which such relief is in issue, all in reasonable consultation with the St. Paul Travelers Entities; (ii) After the Debtors sh▇▇▇ have complied with their obligations set forth in subparagraph (i) above, the Court, including without limitation, any appellate court of an amount competent jurisdiction, declines to confirm the Plan solely as a result of the fees 105(a) Relief, in which case the Debtors will not be obligated to appeal denial of confirmation if the only basis for such denial was the inclusion of the 105(a) Relief; (iii) After the Debtors shall have complied with their obligations set forth in subparagraph (i) above, the Court, including without limitation, any appellate court of competent jurisdiction, determines to stay the effectiveness of the Plan or the Confirmation Order solely as a result of the 105(a) Relief, in which case the St. Paul Travelers Entities will not oppose the removal of the 105(▇) ▇elief from the Plan; and (iv) The Court determines to deny confirmation on grounds in addition to the 105(a) Relief and if the Debtors, or any other party, determine to appeal denial of confirmation, the Debtors will include denial of the 105(a) Relief as one of the issues on appeal, or in response to the appeal of any other party, and shall brief, argue and prosecute the appeal of the denial of the 105(a) Relief in all levels of appeal and further review that the Debtors or such other party elect to pursue, all in reasonable consultation with the St. Paul Travelers Entities. E. The Confirmation Order shall: (i) ▇▇ ▇n conformity with the definition of Confirmation Order in Section I.G above; (ii) be in form and substance reasonably acceptable to the St. Paul Travelers Entities and otherwise consistent with the terms of th▇▇ ▇ettlement and Buyback Agreement; and (iii) shall have become a Final Order; F. Congoleum: (i) shall have filed a modified Plan which both (a) provides the ABI Entities with the benefits and protections of the Asbestos Channeling Injunction as Protected Parties identical or equivalent to those provided under the Eighth Modified Joint Plan of Reorganization, which benefits and protections, if not identical to those found in the Eighth Modified Joint Plan of Reorganization, are in conformity with, and no less favorable to the ABI Entities than, those provided under the Eighth Modified Plan of Reorganization and are in form and substance acceptable to the St. Paul Travelers Entities and also (b) provides and/or clarifies that t▇▇ ▇BI Entities are entitled to the benefits and protections of the Asbestos Channeling Injunction as Protected Parties with respect to Congoleum Derivative Actions, as that term is defined in Exhibit F, or in an equivalent definition in conformity with the definition of Congoleum Derivative Actions and which is acceptable in form and substance to the St. Paul Travelers Entities (Congoleum Derivative Actions and their equiv▇▇▇▇ts being herein collectively defined as "Derivative Actions"); (ii) Congoleum and the ABI Entities shall use reasonable best efforts to obtain entry of an order confirming such modified Plan which provides all of the benefits and protections described in this Section II. F(i) under the Asbestos Channeling Injunction to the ABI Entities; (iii) an order confirming such modified plan providing all such benefits and protections under this Section II.F(i) to the ABI Entities under the Asbestos Channeling Injunction shall have become a Final Order, which Final Order, as it pertains to such benefits and protections, is in conformity with this Section II.F(i) and is acceptable in form and substance to the St. Paul Travelers Entities and which Final Order cannot be modified, lim▇▇▇▇ Islands counsel or terminated without the consent of the Lender; St. Paul Travelers Entities; and (jiv) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date of such modified ▇▇▇n as described in this Section II.F shall have occurred. For the avoidance of doubt, Congoleum Derivative Actions and Derivative Actions do not include Claims for, based on, derivative of, arising out of, or caused or allegedly caused (x) by exposure to asbestos or asbestos-containing products manufactured, supplied, distributed, handled , fabricated, stored, sold, installed or removed by any ABI Entity (and not by any Congoleum Entity) or (y) by services, actions or operations provided, completed, or taken by any ABI Entity (and not by any Congoleum Entity) in connection with asbestos or asbestos-containing products manufactured, supplied, distributed, handled, fabricated, stored, sold, installed or removed by any ABI Entity (and not by any Congoleum Entity). G. The Plan Effective Date shall have occurred; and H Congoleum Corporation or the Plan Trust shall have notified the St. Paul Travelers Entities that all of the conditions precedent describe▇ ▇▇ Sections II.A through II.G, inclusive, have occurred and in fact they have occurred. Travelers and St. Paul, at such other time specified their sole option and in their sole discretion, shall have t▇▇ ▇ight to waive the satisfaction of any or all of the conditions precedent described in Sections II.B through II.H, inclusive, including any subsection(s) thereof, by the Lenderdelivery of written notice thereof to Congoleum Corporation and ABI pursuant to Section XVI below, and any condition so waived shall be deemed irrevocably waived and satisfied for all purposes of this Settlement and Buyback Agreement.

Conditions Precedent. The Lender’s agreement to consent to the Borrowers’ requests conditions referred to in Recital F hereof is subject to the condition Clause 2.1 are that the Lender Agent shall have received the following documents and evidence in all respects in form and substance satisfactory to the Lender, in all respects Agent and its lawyers on or prior to 2 June 2010before 14 May 2010 or such later date as the Agent may agree with the Creditor Parties and the Borrowers: (a) certificate of incumbency of each Borrower in relation to the Borrowers, the New Corporate Guarantor, the Corporate Guarantor and the Seanergy Holdings Guarantor signed by its secretary or a director thereofShareholder, statingdocuments of the kind specified in paragraphs 2, inter alia3, 4 and 5 of Part A of Schedule 3 of the Loan Agreement with appropriate modifications to refer to this Agreement, the officers and/or directors of same Additional Fee Letter, the Mortgage Addenda, the Corporate Guarantee Supplements, the Shares Security Deeds and that no amendment has been effected to its Articles of Incorporation and By-Laws, the Restricted Equity Deposit Account Security Deed insofar as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateeach is a party thereto; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date a duly executed original of this Addendum No. 3Agreement duly executed by the parties to it; (c) minutes of meeting a duly executed original of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyAdditional Fee Letter; (d) evidence a duly executed original of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings GuarantorMortgage Addenda; (e) a duly executed original of the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authoritiesCorporate Guarantee Supplements; (f) confirmation from any agents for service duly executed originals of process nominated in this Addendum No. 3 the Shares Security Deeds (and elsewhere in the Supplemental Security Documents for the acceptance of any notice each document to be delivered pursuant to each of service of process that they consent to such nominationthem); (g) opinions from lawyers appointed by a duly executed original of the Lender at the Borrowers’ expense as Restricted Equity Deposit Account Security Deed (and of each document to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed be delivered pursuant thereto or heretoto it); (h) payment documentary evidence that each Mortgage Addendum has been duly recorded against the relevant Ship as a valid addendum to the Lender relevant Existing Mortgage over that Ship according to the laws of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security DocumentsPanama; (i) payment evidence that each Lender which has entered into this Agreement has received the fee payable to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lenderit pursuant to Clause 2.1(b); (j) payment to documentary evidence that the Lender agent for service of an amount process named in Clause 31 of the fees Loan Agreement has accepted its appointment in respect of the Bahamian counsel of Shares Security Deeds and the Lender;Restricted Equity Deposit Account Security Deed; and (k) payment any further opinions, consents, agreements and documents in connection with this Agreement, the Additional Fee Letter, the Mortgage Addenda, the Corporate Guarantee Supplements, the Shares Security Deeds, the Restricted Equity Deposit Account Security Deed and the Finance Documents which the Agent may reasonably request by notice to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent prior to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderDate.

Conditions Precedent. The Lender’s agreement obligation of the Collateral Agent to consent release funds in the Disbursement Account to the Borrowers’ requests referred to Borrower in Recital F hereof accordance with Section 2.10(c) is subject to the condition satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent. (ii) the Administrative Agent shall have received a fully executed Funds Release Request together with a Borrowing Base Certificate no later than 11:00 a.m. (Chicago, Illinois time) on the Business Day on which Borrower proposes to use the requested funds to purchase additional Eligible Receivables (the “Release Date”), evidencing sufficient Facility Availability with respect to the requested funds together with an updated schedule of Receivables including the Receivables to be purchased on the Release Date, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and (B) set forth the information required to be provided under the Backup Servicing Agreement (including, without limitation, and with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of the Receivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable and (5) any other information reasonably requested by the Administrative Agent with respect to such Release Date; (iii) as of such Release Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Credit Documents to which it is a party shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of that Release Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of such earlier date; (iv) as of such Release Date, after giving effect to the requested release of funds from the Disbursement Account, no event shall have occurred and be continuing or would result from such release of funds from the Disbursement Account to the Borrower that would constitute an Event of Default or a Default; (v) as of such Release Date, the Collateral Agent shall have received a fully executed Assignment; (vi) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Lender Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received the following in form and substance satisfactory Verified Receivables Report from the Backup Servicer, which Verified Receivables Report is acceptable to the Lender, Administrative Agent in all respects on or prior to 2 June 2010:its sole discretion; (avii) certificate no Material Adverse Effect shall have occurred; (viii) no Tier 2 Collateral Performance Trigger shall have occurred; (ix) no Regulatory Trigger Event shall have occurred; (x) immediately after the release of incumbency of each the requested funds to Borrower and the Seanergy Holdings Guarantor signed purchase by its secretary or a director thereofthe Borrower of additional Eligible Receivables on such Release Date, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateBorrowing Base Deficiency shall exist; (bxi) certificate or other evidence in respect of immediately after making the existence and good standing of each Borrower and Credit Extensions requested on such Credit Date, Commitment Availability shall not be less than the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed amount required pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the LenderSection 5.11(b)(iii); and (lxii) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 none of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent Receivables to be sold to the Borrowers’ request referred Borrower on such Release Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in Recital E hereof notwithstanding that all any state or jurisdiction with respect to which any Governmental Authority has instituted any formal inquiry or investigation (which for the conditions specified in this Clause 5 have avoidance of doubt excludes any routine inquiry or investigation), legal action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state, which formal inquiry, investigation, legal action or proceeding has not been fulfilled resolved prior to such Credit Date. Any Agent shall be entitled, but not obligated, to request and receive, prior to the release of any funds from the Disbursement Account to the Borrower, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in this event the Borrowers hereby covenant to procure the fulfilment good faith judgment of such conditions within ten (10) days after Agent, such request is warranted under the Effective Date or at such other time specified by the Lendercircumstances.

Conditions Precedent. The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof 3.1 It is subject to the condition a term of this Deed that the Lender Agent shall have received receive the following in form and substance satisfactory to it: 3.1.1 on the Lender, in all respects on or prior to 2 June 2010date of this Deed one (1) counterpart of this Deed duly executed by the parties hereto; 3.1.2 by 6.00 p.m. (London time) three (3) Business Days after 14 October 2009: (a) certificate a written confirmation from the New Process Agent that it will act for each of incumbency of each Borrower the Borrower, the Guarantor, the Shareholder, the Bareboat Charterer and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date Owners of the Financial Agreement until Hermes Vessels (as defined in the date Loan Agreement) other than the Borrower as agent for service of such certificate, or advising process in England in respect of any change thereto by attaching this Deed and the relevant amendment documents to the certificatebe executed pursuant hereto; (b) certificate or other evidence written confirmation from HSBC Bank plc in respect its capacity as First Mortgagee (as defined in the Second Priority Security Co-ordination Deed for the m.v. “PRIDE OF AMERICA”) that it consents to the amendment no. 2 to the Second Pride of America Mortgage and to the existence and good standing of each Borrower and amendment to the Seanergy Holdings Guarantor dated not more than fifteen Security Documents (15) days before the date of this Addendum No. 3as defined therein); (c) minutes of meeting of written confirmation from HSBC Bank plc in its capacity as First Mortgagee (as defined in the directors and shareholders, or resolutions of Second Priority Security Co-ordination Deed for the directors and shareholders of each Borrower at which there was approved m.v. “NORWEGIAN JEWEL”) that it consents to the entry into execution delivery and performance of this Addendum No. 3, amendment to the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party(as defined therein); (d) evidence the following corporate documents in respect of each of the due authority Borrower, the Guarantor, the Shareholder, the Bareboat Charterer, the Pride of America Owner and the Norwegian Jewel Owner (together the “Relevant Parties”): (i) Certified Copies of any person signing consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Addendum No. 3, the Supplemental Security Documents and Deed or any other documents document to be executed pursuant hereto or thereto on behalf if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) notarially attested secretary’s certificate of each Borrower of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the Seanergy Holdings Guarantornumber of such shares held; (5) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; (e) a Certified Copy of the Supplemental confirmation from the Pride of America Owner in relation to its obligations and liabilities under the Second Pride of America Guarantee and the Security Documents referred to in Clause 4, all (as defined therein) duly executed, delivered to executed by the Lender and where appropriate duly registered with the relevant authoritiesPride of America Owner; (f) a Certified Copy of the amendment no. 2 to the Second Pride of America Mortgage, duly executed and confirmation from any agents the Pride of America Owner that the Restructuring Trustee is authorised to lodge it for service of process nominated in this Addendum No. 3 and elsewhere in registration at the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nominationUS Coast Guard National Vessel Documentation Center as soon as practicable; (g) opinions a Certified Copy of the confirmation from lawyers appointed the Norwegian Jewel Owner in relation to its obligations and liabilities under the Second Norwegian Jewel Guarantee and the Security Documents (as defined therein) duly executed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or heretoNorwegian Jewel Owner; (h) payment to evidence the Lender of an amount of Four thousand Five hundred Euros (€4,500) Hermes Agent has made or will make a notification in respect of legal fees the Hermes Cover reflecting the currency conversion of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 Euro Loan from Euro to Dollars and the Supplemental Security Documents;amendments to the documents referred to therein; and (i) payment agreement to the Lender issue of an amount such favourable written legal opinions including in respect of Bermuda, Delaware, the United States of America and England in such form as the Agent may require relating to all aspects of the fees transactions contemplated hereby governed by any applicable law. 3.2 If the Lenders, the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or the Agent in accordance with the Agency and Trust Deed decides) to permit the amendment of the ▇▇▇▇▇▇▇▇ Islands counsel Original Loan Agreement hereby without the Agent having received all of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) documents or evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all Clause 3.1, the conditions specified Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the date of this Deed (or such other period as the Agent may stipulate) and the amendment of the Original Loan Agreement as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the Lenders any obligation to permit the amendment in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment absence of such conditions within ten (10) days after the Effective Date documents or at such other time specified by the Lenderevidence.

Conditions Precedent. The Lender’s agreement to consent to This Amendment shall become effective as of the Borrowers’ requests referred to in Recital F date hereof is subject to upon the condition that satisfaction (or waiver by the Lender shall have received Administrative Agent) of the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010conditions precedent: (a) certificate receipt by the Administrative Agent of incumbency counterparts of this Amendment executed by the Borrower, the Guarantors, each Borrower of the Lenders (including without limitation each of the Bridge 2 Lenders) and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateAdministrative Agent; (b) certificate or other evidence receipt by the Administrative Agent of an updated Budget in respect of form and substance acceptable to the existence and good standing of each Borrower Administrative Agent and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3Lenders; (c) minutes receipt by the Administrative Agent of meeting a duly executed waiver of all defaults and events of default existing under the MPT Documents as of the directors Bridge 1 Loan Closing Date and shareholders, or resolutions consent under the MPT Documents for entering into this Amendment and consummating all transactions contemplated hereby (including the borrowing of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyBridge 2 Loans); (d) evidence receipt by the Administrative Agent of opinions of legal counsel to the Loan Parties in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantordate hereof; (e) receipt by the Supplemental Security Documents referred Administrative Agent of a certificate of each Loan Party dated as of the date hereof signed by a Responsible Officer of such Loan Party to in Clause 4the effect that the certificate of formation, all duly executedcertificate of limited partnership or other charter document and the operating agreement, limited partnership agreement or similar governing document of the Borrower and each other Loan Party delivered to the Lender and where appropriate duly registered Administrative Agent on March 7, 2017 in connection with the relevant authoritiesThird Amendment remain true, correct and complete (or attaching true, correct and complete copies of such agreements and documents to such certificate) with no amendments or changes thereto except for any such amendments to the incumbency certificate, certificate of formation or operating agreement of the Borrower or any other Loan Party, and providing certification of incumbency of officers of each Loan Party signing this Amendment or any other Loan Document being entered into on or about the date of the Bridge 2 Loan Closing Date; (f) confirmation receipt by the Administrative Agent of a certificate of good standing for each of the Borrower and Adeptus Health, LLC from any agents for service the secretary of process nominated in this Addendum No. 3 and elsewhere in state of the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to state under whose Laws such nominationapplicable Loan Party was formed; (g) opinions from lawyers appointed receipt by the Lender at Administrative Agent of a certificate of each Loan Party dated as of the Borrowers’ expense as date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to all this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement (other than exclusions expressly set forth on Schedule B (such aspects of law as exclusions, the Lender shall deem relevant for this Addendum No. 3 “Credit Agreement Representation Exclusions”)) and the Supplemental Security Documents and in any other documents executed pursuant thereto Loan Document, or hereto;which are contained in any document furnished at any time under or in connection herewith or therewith, are true, correct and complete in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true, correct and complete in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true, correct and complete in all respects) as of such earlier date, and (2) other than the Specified Events of Default, no Default exists; and (h) payment receipt by the Administrative Agent and Lenders of any fees and expenses (including attorney’s fees) requested to be paid by it on or before the Lender of an amount of Four thousand Five hundred Euros (€4,500) date hereof in respect of legal fees of the Greek and English legal advisors of the Lender in respect of connection with this Addendum No. 3 Amendment and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderBridge 2 Loan.

Conditions Precedent. The Lender’s agreement to consent to the Borrowers’ requests conditions referred to in Recital F hereof is subject to the condition Clause 3.1 are that the Lender Agent shall have received the following documents and evidence in all respects in form and substance satisfactory to the Lender, in all respects Agent and its lawyers on or prior to 2 June 2010before the Effective Date: (a) certificate documents of incumbency the kind specified in Schedule 5, Part A, paragraphs 3, 4 and 5 of each the Loan Agreement in relation to the Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter aliaeach Owner in connection with their execution of this Agreement, the officers and/or directors of same relevant Third Mortgage Amendment and that no amendment has been effected the Applicable Amount Account Pledge, updated with appropriate modifications to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment refer to the certificatethis Agreement; (b) certificate or other evidence in respect an original of this Agreement duly executed by the parties to it and counter-signed by each of the existence and good standing Owners of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3Ships listed in Schedule 2 hereto; (c) minutes in respect of meeting each of the directors and shareholdersShips listed in Schedule 2, or resolutions the original Third Mortgage Amendment in respect of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which Mortgage for that Ship duly signed by the relevant Borrower is Owner and evidence satisfactory to the Agent and its lawyers that the same has been registered as a partyvalid addendum to the relevant Mortgage in accordance with the laws of Malta; (d) evidence of that the due authority of any person signing this Addendum No. 3Applicable Amount Account has been opened with the Agent and all mandate forms, documentation required by each Creditor Party in relation to the Supplemental Security Documents Borrower and any other documents executed Security Party pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantorto that Creditor Party’s “know your customer” requirements have been received; (e) a duly executed original of the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authoritiesApplicable Amount Account Pledge; (f) confirmation from any agents for service evidence that the aggregate of process nominated in this Addendum No. 3 the balances standing to the credit of the Applicable Amount Account and elsewhere the Debt Service Reserve Account (excluding the amount held in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent Applicable Amount Account referred to such nominationin paragraph (g) below which is to be transferred thereto) is at least $30,000,000; (g) evidence that the Available Free Cash Flow in respect of the period commencing on 1 April 2009 and ending on the date of this Agreement has been paid to the Applicable Amount Account; (h) favourable opinions from lawyers appointed by the Lender at Agent on such matters concerning the Borrowers’ expense as to all such aspects laws of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of and Malta and such other relevant jurisdictions as the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the LenderAgent may require; and (li) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request fees referred to in Recital E hereof notwithstanding that all the conditions specified Clause 7 of this Agreement have been received in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified full by the LenderAgent.

Conditions Precedent. The Lender’s agreement to consent to This Agreement shall become effective as of the Borrowers’ requests referred to in Recital F hereof is subject to Distribution Date so long as each of the condition that the Lender following conditions shall have received the following in form and substance satisfactory to the Lender, in all respects been satisfied on or prior to 2 June 2010such date: (a) Administrative Agent shall have received each of the following documents, duly executed, each dated on or prior to the Distribution Date, in each case, in form and substance reasonably satisfactory to Administrative Agent (except that the Borrower Certificate shall be satisfactory to Administrative Agent in its sole discretion): (i) duly executed counterparts of this Agreement; (1) an email from Borrower estimating the aggregate Principal Portion to be paid on the Distribution Date by no later than 4:20 p.m. on the Business Day prior to the Distribution Date and (2) duly executed Borrower Certificate received and approved by Administrative Agent no later than 8:30 p.m. on the Business Day prior to the Distribution Date; (iii) duly executed counterparts of the Other Payoff Agreement and the “Borrower Certificate” delivered pursuant to the Other Payoff Agreement; (iv) a certificate of incumbency General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement; (v) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Seanergy Holdings Guarantor signed Distribution Date (with a bring down on the Business Day prior to the Distribution Date), in the case of the General Partner or (y) two (2) Business Days prior to the Distribution Date, in the case of Borrower; (vi) (x) the most recent account statements of Borrower with respect to each asset then owned by its secretary Borrower, (y) a list of all Debt, liabilities and/or commitments of Borrower, and the Available Cash Amount for Borrower and General Partner, and (z) a description of the material terms of each item on such list (including the amount of any liability thereunder, whether contingent, direct or a director thereof, stating, inter aliaotherwise, the officers and/or directors due date for each such liability, the total unfunded commitment, if any, and the rate of same interest, if any, applicable thereto), to the extent any such account statements, list and that no amendment has description have been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date prepared in accordance with Section 5.01(b)(ii) of the Financial Agreement until Margin Loan Agreement, and a certificate of a Responsible Officer of General Partner, dated as of the date Distribution Date, certifying that the aforementioned account statements, list and description, if any, are true, correct and complete; and (vii) evidence of such certificate, or advising Borrower’s entry into the Amended LPA (which shall include provisions permitting Borrower to act on behalf of any change thereto by attaching the relevant amendment to the certificateLimited Partners as described herein); (b) certificate or other evidence in respect the LTV Ratio after the close of business on the existence Business Day prior to the Distribution Date shall be no greater than 50%, and good standing of each Borrower and the Seanergy Holdings Guarantor dated no LTV Breach shall have occurred that has not more than fifteen (15) days before the date of this Addendum No. 3been cured by a Margin Call Satisfaction; (c) minutes of meeting the representations and warranties set forth in Section 7 above shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyDistribution Date after giving effect hereto; (d) evidence no event that would require mandatory prepayment pursuant to Sections 2.08(c) or 2.08(d) of the due authority of any person signing this Addendum No. 3, Margin Loan Agreement shall have occurred on or prior to the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings GuarantorDistribution Date; (e) no Potential Adjustment Event shall have occurred on or after the Supplemental Security Documents referred to in Clause 4Closing Date for which the Adjustment Event Effective Time, all duly executedif any, delivered shall not have occurred on or prior to the Lender and where appropriate duly registered with the relevant authoritiesdate hereof; (f) confirmation from there shall not have been any agents for service Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of process nominated in this Addendum No. 3 an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and elsewhere in the Supplemental Security Documents for the acceptance performance of any notice of service of process that they consent to such nominationthe Facility Documents; (g) opinions no event shall have occurred, or would result from lawyers appointed the entry into and performance of the Transaction Documents (including this Agreement) or the transactions contemplated by the Lender at the Borrowers’ expense as this Agreement, that would constitute a Default or an Event of Default after giving effect to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or heretoAgreement; (h) payment Administrative Agent shall have received such other assurances, certificates, approvals and documents relating to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 Agreement and the Supplemental Security Documentstransactions contemplated hereby as it shall have requested; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the LenderLenders and Custodian shall have each completed “know your customer” approvals on each Limited Partner; (j) payment there shall have been no action, suit, investigation or proceeding pending or, to the Lender knowledge of an amount of the fees of the Bahamian counsel of the LenderBorrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect; (k) payment to THL A9 Limited shall have paid the Lender of an amount of the fees of the British Virgin Islands counsel of the LenderPrefunding Amount as set forth in Section 2(a)(iii); and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 each of the Financial conditions to effectiveness set forth in Section 8 of the Other Payoff Agreement shall be satisfied or waived either prior to or substantially concurrently with the satisfaction or waiver of the conditions to effectiveness set forth in Section 8 of this Agreement. PROVIDED HOWEVER THAT The receipt by Administrative Agent of the Lender may in its absolute discretion consent documents required under Section 8(a) above shall be deemed to the Borrowers’ request referred to in Recital E hereof notwithstanding be a representation and warranty by Borrower that all each of the conditions specified set forth in this Clause 5 Section 8 have not been fulfilled satisfied on and in this event as of the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderDistribution Date.

Conditions Precedent. 9.1 The Lender’s agreement to consent following are conditions to the Borrowers’ requests referred obligations of the Underwriters to complete the transactions contemplated in Recital F hereof is subject this Agreement at the Time of Closing on the Closing Date, which conditions may be waived in writing in whole or in part by Lead Underwriter on behalf of the Underwriters in its sole discretion: (a) the execution of the Trust Indenture by the Corporation and the Trustee, which Trust Indenture shall be in a form and have such terms and conditions satisfactory to the condition that Underwriters, acting reasonably; (b) all actions required to be taken by or on behalf of the Lender Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation approving the transactions contemplated hereunder, will have been taken so as to approve the Prospectus, to obtain the requisite approval of the Exchanges to the Offering and to validly offer, sell and distribute the Convertible Debentures, the Over-Allotment Option and the Additional Convertible Debentures and to the issuance and listing of the Debenture Shares and the Additional Shares; (c) the Corporation will have reserved and set aside Common Shares to be issued on the conversion of the Convertible Debentures and the Additional Convertible Debentures and in respect of the Additional Shares; (d) the Corporation will have filed the Preliminary Prospectus in the province of British Columbia, as principal regulator, on or before 12:00 noon (Vancouver time) on November 4, 2009 and in all other provinces of Canada under the Passport System and in compliance with all applicable securities laws in such provinces and obtain a Passport Decision Document dated on or before November 4, 2009 for the Preliminary Prospectus which receipt shall evidence the receipt for each provincial securities regulator, including the Ontario Securities Commission; (e) the Corporation will have filed the Final Prospectus in the province of British Columbia, as principal regulator, on or before 12:00 noon (Vancouver time) on November 11, 2009, in all other provinces of Canada under the passport system and in compliance with all applicable securities laws in such provinces and obtain a Passport Decision Document dated on or before November 11, 2009 for the Final Prospectus, which receipt shall evidence the receipt for each provincial securities regulator, including the Ontario Securities Commission. (f) the Corporation will have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Regulatory Authorities for the Offering and the Prospectus, including without limitation the Passport Decision Document in respect of the Prospectus, to permit the Corporation to complete its obligations hereunder on or before 5:00 a.m. (Vancouver time) on November 17, 2009, or such other time and date as mutually agreed to by the Corporation and the Lead Underwriter, on behalf of the Underwriters; (g) the Debenture Shares Registration Statement shall have received become effective and no stop order suspending the following effectiveness of the Debenture Shares Registration Statement or preventing the use of the U.S. Debenture Shares Supplement shall have been issued under the U.S. Securities Act and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Underwriters or the knowledge of the Corporation, shall be contemplated by the SEC; (h) no order having the effect of ceasing or suspending the distribution of the Offered Securities or the trading in the Common Shares or any other securities of the Corporation or ceasing or suspending trading by the directors, officers or promoters of the Corporation, or any one of them, shall have been issued by any securities commission, securities regulatory authority or stock exchange in Canada, the United States or South Africa and no proceedings for that purpose shall have been instituted or pending or, to the knowledge of the Corporation, shall be contemplated by any securities commission, securities regulatory authority or stock exchange in Canada, the United States or South Africa. Any request on the part of any Commission or the SEC for additional information from the Corporation shall have been complied with; (i) the Corporation will have, within the required time set out hereunder, delivered or caused the delivery of the required Comfort Letter, French Language Prospectus Opinion, French Language Auditors’ Opinion, Bring Down Comfort Letter, Legal Opinions, U.S. Legal Opinion, Corporate Opinions, Title Opinions, Officers’ Certificate and Closing Materials as the Underwriters may require, acting reasonably, in form and substance satisfactory to the LenderUnderwriters and their counsel, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lenderacting reasonably; (j) payment as of the Time of Closing on the Closing Date, there shall be no reports or information that in accordance with the requirements of Regulatory Authorities in Canada and the SEC in the United States must be made publicly available in connection with the sale of the Convertible Debentures and the Additional Convertible Debentures that have not been made publicly available as required; no contracts, documents or other materials required to be filed with Regulatory Authorities in connection with the Prospectus that have not been filed as required and delivered to the Lender of an amount of Underwriters; no contracts, documents or other materials required to be described or referred to in the fees of Prospectus that are not described or referred to as required and delivered to the Bahamian counsel of the LenderUnderwriters; (k) payment the Underwriters shall have received at the Time of Closing on the Closing Date a letter from the transfer agent of the Corporation dated the date of Closing and signed by an authorized officer of such transfer agent confirming the issued share capital of the Corporation; (l) the Underwriters shall not have exercised any rights of termination set forth in this Agreement; (m) the Underwriters shall have received at the Time of Closing on the Closing Date such further certificates, opinions of counsel and other documentation from the Corporation as the Underwriters or their counsel may reasonably require and as are customary in a transaction of this nature; (n) there shall not have occurred between June 30, 2009 and the Time of Closing on the Closing Date, any adverse material change (actual, anticipated, contemplated or, to the Lender of an amount knowledge of the fees Corporation, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the British Virgin Islands counsel Corporation and each of the LenderSubsidiaries on a consolidated basis; (o) the due diligence conducted by the Underwriters shall not have revealed any adverse material change or material fact in respect of the Corporation not generally known to the public which should have been previously disclosed, and the Underwriters being satisfied, acting reasonably, with the results of their due diligence investigation of the Corporation prior to the Time of Closing on the Closing Date; (p) the Corporation will have, as of the Time of Closing on the Closing Date, complied with all of its covenants and agreements contained in this Agreement, including without limitation all requirements for approval of the Offering and the listing and the posting for trading of the Convertible Debentures, Additional Convertible Debentures and Debenture Shares on the TSX, conditional acceptance of the issuance of the Adjustment Shares by the TSX satisfactory to the Lead Underwriter, the listing and posting of the Debenture Shares on AMEX , conditional acceptance of the issuance of the Adjustment Shares by AMEX satisfactory to the Lead Underwriter, and the Corporation will have obtained written confirmation satisfactory to the Lead Underwriter that listing may be applied for at the time of conversion of the Convertible Debentures and/or Additional Convertible Debentures and that the JSE has no objection to the issuance of the Offered Securities and the Debenture Shares and Adjustment Shares; (q) the representations and warranties of the Corporation contained in this Agreement will be true and correct as of the Time of Closing on the Closing Date as if such representations and warranties had been made as of the Time of Closing on the Closing Date; and (lr) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 Corporation’s directors and officers shall each have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lenderentered into Lock-Up Agreements.

Conditions Precedent. 3.1 The Lender’s agreement Borrower shall give the Bank at least one Banking Day irrevocable prior written notice of its desire to consent have an Advance made. 3.2 The obligation of the Bank to make the Borrowers’ requests referred to in Recital F hereof is first Advance under this Restated Agreement shall be subject to the condition that the Lender shall have Bank or its legal counsel having received the following in form and substance content satisfactory to the Lender, in all respects on or prior to 2 June 2010Bank: (a) certificate The counterparts of incumbency of each Borrower and this Restated Agreement duly executed by the Seanergy Holdings Guarantor signed by its secretary Borrower's authorized representative or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate;representatives. (b) certificate The Security Documents. (c) Copies certified by the Secretary of the Borrower of: (i) the By-Laws of the Borrower, (ii) The resolutions of the Board of Directors of the Borrower approving the execution, delivery and performance by the Borrower of this Restated Agreement, the Note, the Security Documents and specifying the persons authorized to sign the above mentioned documents on its behalf. (d) Any consents necessary from governmental or other evidence in respect authorities for the execution, delivery and performance by the Borrower of this Restated Agreement. (e) A copy certified as of a recent date by the Secretary of State of Texas of the Articles of Incorporation of the Borrower with all amendments thereto. (f) Evidence from the Secretary of State and the Comptroller of Public Accounts of the State of Texas as to the continued existence and good standing of each the Borrower. (g) An opinion of counsel to the Borrower acceptable to the Bank as to: (i) the valid existence and good standing of the Borrower under the laws of the State of Texas. (ii) the due authorization, execution and delivery by the Borrower of this Restated Agreement, the Note and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3;Security Documents to which it is a party. (ciii) minutes of meeting this Restated Agreement, the Note and the Security Documents to which the Borrower is a party constituting the legally valid and binding obligations of the directors and shareholdersBorrower in accordance with their terms. (iv) the execution, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3Restated Agreement, the Supplemental Note and the Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party;, by the Borrower not resulting in a breach of any terms or conditions of, or resulting in the imposition of any lien, charge or encumbrance upon any properties of the Borrower or constituting a default under any indenture, agreement, order, judgment or other instrument under which the Borrower or its property may be bound or constituting a violation of the Articles of Incorporation or By-Laws of the Borrower or violating any provision of applicable law. (dv) evidence the execution, delivery and performance of this Agreement, the Note and the Security Documents to which the Borrower is a party by the Borrower not requiring the consent or approval of, the giving of notice to, the registration with or the taking of any action by any governmental authority of the due authority United States or the State of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor;Texas. (evi) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law other matters as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender Bank may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lenderrequest.

Conditions Precedent. 2.1. The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof Rights Issue is subject to the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010conditional upon: (ai) certificate the passing of incumbency of each Borrower all the necessary resolution(s) by the Shareholders (or where applicable, the Independent Shareholders) at the SGM approving and confirming the Rights Issue and the Seanergy Holdings Guarantor signed by its secretary transactions contemplated thereunder (including this Agreement) and authorizing the Directors to allot and issue the Rights Shares (in their nil-paid and fully paid-forms) in accordance with the Bye-laws and the Listing Rules on or a director thereof, stating, inter alia, before the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateRecord Date; (bii) certificate the delivery to the Stock Exchange for authorization and the registration with the Registrar of Companies in Hong Kong respectively one copy of each of the Prospectus Documents duly signed by two Directors (or by their agents duly authorised in writing) in accordance with section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance as having been approved by resolutions of the Directors (and all other evidence documents required to be attached thereto) and otherwise in compliance with the Listing Rules, the Companies Ordinance and the Companies (Winding Up and Miscellaneous Provisions) Ordinance not later than the Prospectus Posting Date; (iii) the posting of the Prospectus Documents to the Qualifying Shareholders and the posting of the Prospectus to the Non-Qualifying Shareholders, if any, for information purposes only, on or before the Prospectus Posting Date; (iv) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the listing of, and the permission to deal in, the Rights Shares (in their nil-paid and fully-paid forms) by no later than the first day of their dealings; (v) this Agreement not being terminated by the Underwriter pursuant to the terms hereof prior to the Latest Time for Termination; (vi) the compliance with and performance of all the undertakings and obligations of Onger Investments, or any of its respective associates, under the Irrevocable Undertaking; (vii) if necessary, the obtaining of the consent or permission from the Bermuda Monetary Authority in respect of the existence and good standing issue of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3Rights Shares; (cviii) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered being no Specified Event occurring prior to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents Latest Time for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the LenderTermination; and (lix) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 passing of the Financial Agreementnecessary resolution(s) by the EOG Shareholders at the EOG SGM to approve, among others, the Subscription. 2.2. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that The Company shall use all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant reasonable endeavours to procure the fulfilment of such conditions within ten all the Conditions Precedent by the Latest Time for Termination (10) days after the Effective Date or at such other time specified and/or date as stipulated in Clause 2.1) or such other time and/or date as the Company and the Underwriter may agree in writing, and in particular shall furnish such information, supply such documents, pay such fees, give such undertakings and do all such acts and things as may be necessary in connection with the listing of the Rights Shares or to give effect to the Rights Issue and the arrangements contemplated in this Agreement. 2.3. The Company shall make an application to the Stock Exchange for the listing of, and the permission to deal in, the Rights Shares (in their nil-paid and fully-paid forms). 2.4. The Conditions Precedent as set out in Clause 2.1 are incapable of being waived. If the Conditions Precedent are not satisfied in whole by the LenderLatest Time for Termination (or such other time and/or date as stipulated in Clause 2.1) or such other time and/or date as the Company and the Underwriter may agree in writing, this Agreement shall terminate (save and except for Clauses 11, 12.3, 14 and 16 which shall remain in full force and effect) and no Party shall have any claim against any other Party for costs, damages, compensation or otherwise save for any antecedent breaches.

Conditions Precedent. The Lender’s agreement (a) SELLER'S CONDITIONS PRECEDENT TO SALE OF PROPERTY. Seller's obligation to consent to sell the Borrowers’ requests referred to Property in Recital F hereof accordance with Section 2.1 is subject to the condition that the Lender shall have received hereby conditioned upon full and complete satisfaction, or written waiver signed by Seller, of each and all of the following in form conditions precedent (individually, the "Seller's Condition Precedent" and substance satisfactory to collectively, the Lender, in all respects "Seller's Conditions Precedent") on or prior to 2 June 2010the dates specified below: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment on or before the Due Diligence Termination Date, Purchaser shall have given notice to Seller of its election to proceed to Closing strictly in accordance with the terms of Section 2.3 and deposited the Earnest Money with Escrow Agent strictly in accordance with the terms ▇▇ ▇▇▇tion 3.1(a); (ii) on or before the Closing Date, Purchaser shall have executed and delivered to Escrow Agent, to be held pursuant to the Lender terms of an the Escrow Agreement, the Escrow Agreement and each and all of the Conveyancing Documents to be delivered by Purchaser pursuant to Section 4.2; (iii) on or before the Closing Date, Purchaser shall have delivered to Escrow Agent, to be held pursuant to the terms of the Escrow Agreement, the full amount of the fees of Purchase Price (taking into consideration the ▇▇▇▇▇Earnest Money and all prorations, credits and adjustments pursuant t▇ ▇▇▇ Islands counsel ▇erms of this Agreement), together with any and all other sums that are to be paid by Purchaser at Closing pursuant to this Agreement, including the Lendercosts and expenses identified in Sections 3.2 and 3.3 and any other amounts shown as payable by Purchaser on the Settlement Statement; (jiv) payment to the Lender of an amount representations and warranties made by Purchaser in Section 5.1 shall be true and correct in all material respects on and as of the fees date made or deemed to be made and Purchaser shall have performed and complied in all material respects with all covenants and obligations required to be performed by it as of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the LenderClosing Date; and (lv) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 on and as of the Financial Closing, each and all of the conditions precedent to release of the Purchase Price and Conveyancing Documents from escrow set forth in the Escrow Agreement to be performed by Purchaser shall have been fully and completely satisfied, or waived in writing by Seller, strictly in accordance with the terms of the Escrow Agreement. PROVIDED HOWEVER THAT Seller agrees that, as soon as Seller has notice of the Lender may failure of the Seller's Condition Precedent set forth in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 (iv) above, Seller shall notify Purchaser thereof and Purchaser shall have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) business days after the Effective giving of such notice within which to cure such failure (no obligation to do so being implied hereby) and, if required, the Closing Date shall automatically be extended to the next business day occurring after such ten (10) business day period; provided, however, in no event shall the Closing Date be further extended unless Seller and Purchaser agree in writing to such extension. In the event each and all of the Seller's Conditions Precedent are not fully and completely satisfied or waived on or before the dates specified above or, if applicable, on the first business day occurring after the ten (10) business day cure period mentioned in the immediately preceding sentence (which shall not be further extended without Seller's and Purchaser's prior written agreement), unless caused by a breach by Seller (in which case Purchaser shall have the rights and remedies in Section 6.2 on account of such breach), Seller shall have the option to: (A) waive all or any of such Seller's Conditions Precedent and proceed with Closing; or (B) terminate Seller's obligation to sell the Property by written notice at or prior to Closing, whereupon Seller's obligation to sell and Purchaser's obligation to purchase the Property shall be deemed, without additional notice, grace or further act of any party, to be automatically null and void and of no force or effect, in which event neither Seller nor Purchaser shall have any further rights or obligations hereunder or relating hereto, except pursuant to such provisions hereof as survive termination of this Agreement, and Purchaser shall be entitled to a refund of the Earnest Money in accordance with Section 3.5 unless the failure of ▇▇▇ ▇▇ Seller's Conditions Precedent to be satisfied is otherwise, or is caused by, a breach in any material respect of any of Purchaser's express representations, warranties, covenants or obligations set forth in this Agreement or the Escrow Agreement existing beyond any applicable notice and cure period, in which case Seller shall be entitled to the rights and remedies set forth in Section 6.1 on account of such breach. Purchaser shall have no liability for failing to satisfy any of the Seller's Conditions Precedent unless the failure to satisfy the same is otherwise, or is caused by, a breach in any material respect of any of Purchaser's express representations, warranties, covenants or obligations set forth in this Agreement or the Escrow Agreement existing beyond any applicable notice and cure period, whereupon Seller shall also be entitled to the rights and remedies set forth in Section 6.1 on account thereof. The Seller's Conditions Precedent set forth in this Section 2.2(a), and each of them, shall inure solely to the benefit of Seller, and no other time Person, including Purchaser, shall have any right to waive or defer any of the conditions specified by the Lenderherein.

Conditions Precedent. The Lender’s 's agreement to consent make the loan to Issuer hereunder, Issuer's agreement to accept the Borrowers’ requests referred loan and to make the loan to Borrower hereunder and Lender's agreement to deposit the Loan Proceeds in Recital F hereof is the Escrow Fund, shall be subject to the condition precedent that the Lender and Issuer shall have received all of the following following, each in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010Lender and Issuer: (a) certificate This Agreement, properly executed on behalf of incumbency of each Issuer, Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereofLender, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date each of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate;Exhibits hereto properly completed. (b) certificate or other evidence in respect The Statement as to Tax Exempt Status, properly executed on behalf of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3;Borrower. (c) minutes The Escrow Agreement, properly executed on behalf of meeting Issuer, Lender, Borrower, Escrow Agent and Bank. (d) A certificate of an authorized officer of Borrower, certifying as to (i) the directors and shareholdersresolutions authorizing the execution, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3Agreement, the Supplemental Security Documents Escrow Agreement and the Statement as to Tax Exempt Status and any other documents executed pursuant hereto or thereto to which related documents, and (ii) the relevant Borrower is a party; (d) evidence signatures of the due authority officers or agents of any person signing Borrower authorized to execute and deliver this Addendum No. 3Agreement, the Supplemental Security Documents Escrow Agreement and any the Statement as to Tax Exempt Status and other documents executed pursuant hereto or thereto instruments, agreements and certificates on behalf of each Borrower and the Seanergy Holdings Guarantor;Borrower. (e) Currently certified copies of the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities;certificate of incorporation of Borrower. (f) confirmation from any agents for service A Certificate of process nominated in this Addendum No. 3 and elsewhere in Good Standing issued as to Borrower by the Supplemental Security Documents for Secretary of the acceptance State of any notice the state of service of process that they consent Borrower's formation, not more than thirty (30) days prior to such nomination;the date hereof. (g) opinions from lawyers appointed by A completed and executed Form 8038 or evidence of filing thereof with the Lender at the Borrowers’ expense as to all such aspects Secretary of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto;Treasury. (h) payment A resolution or evidence of other official action taken by or on behalf of Issuer to authorize the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents;transactions contemplated hereby. (i) payment Evidence that the financing of the Project has been approved by the "applicable elected representative" of State after a public hearing held upon reasonable notice. (j) An opinion of counsel to Borrower, addressed to Lender and Issuer, substantially in the form attached hereto as Exhibit C (which may be delivered as one or more opinions from separate counsel, provided that collectively the form and substance thereof is consistent with Exhibit C). (k) An opinion of bond counsel, addressed to Lender, Issuer and Borrower, substantially in the form attached hereto as Exhibit D. (l) Payment of Lender's fees, commissions and expenses required by Section 12.01 hereof. (m) Payment of Issuer's fees, commissions and expenses required by Section 4.03 hereof. (n) A copy of the notice of the name, address and telephone number of Lender, as the institution providing construction funds, posted at the Project site by the Borrower or its agent and certified as to its posting date, all in compliance with New Hampshire RSA 447:12-b. (o) A copy of a Phase I environmental audit on the Project site with no adverse findings and a copy of a Phase II audit, if completed. (p) A resolution of the Governor and Council of New Hampshire making the findings required by Section 9 of the Act. (q) A no arbitrage certification of Issuer pursuant to Treas. Reg. ss.1.148-2(b)(2). (r) Any other documents or items reasonably required by Lender or Issuer. Lender's agreement to authorize any disbursement from the Escrow Fund shall be subject to the further conditions precedent that on the date thereof: (s) Lender of an amount shall have received each of the fees items required for a disbursement pursuant to the Escrow Agreement; (t) Lender shall have received in form and substance satisfactory to Lender invoices and bills of sale relating to the Project, evidence of payment thereof and, if applicable, evidence of official intent to reimburse such payment as required by the Code; (u) the representations and warranties contained in Article V hereof are correct on and as of the ▇▇▇▇▇▇▇▇ Islands counsel date of such loan, as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date and except to the extent otherwise disclosed in writing to Lender specifically referencing this paragraph and, in the case of any such exception, is acceptable to Lender; (jv) payment no event has occurred and is continuing, or would result from such loan to Issuer or the Lender Loan which constitutes a Default, an Event of an amount Default or a Determination of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the LenderTaxability; and (lw) evidence that Lender shall have received the Borrowers are Letter of Credit substantially in compliance with their obligations under Clause 19.22 the form of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent Exhibit E and an opinion of counsel to the Borrowers’ request referred to Bank substantially in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment form of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.Exhibit F.

Conditions Precedent. The Lender’s agreement Save as the Master Issuer, Funding and the Security Trustee may otherwise agree, each Term Advance will not be available for utilisation on the relevant Closing Date unless: (a) the related Series and Class of Master Issuer Notes has been issued by the Master Issuer on the relevant Closing Date and the subscription proceeds thereof have been received by or on behalf of the Master Issuer; (b) the Security Trustee has confirmed to consent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition Funding that the Lender shall it or its advisers have received (at any time on or prior to such Closing Date) all the following information and documents listed in Schedule 1 hereto (Conditions Precedent) in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3Security Trustee; (c) minutes Funding and the Master Issuer have signed a Term Advance Supplement in respect of meeting that Term Advance (substantially in the form set out in Schedule 3 hereto (Form of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyTerm Advance Supplement)); (d) evidence Funding has confirmed in the applicable Term Advance Supplement that: (i) no Master Intercompany Loan Event of Default has occurred and is continuing unremedied (if capable of remedy) or unwaived or would result from the making of such Term Advance; and (ii) the representations set out in Clause 13 are true on and as of the due authority of any person signing this Addendum No. 3, relevant Closing Date by reference to the Supplemental Security Documents facts and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantorcircumstances then existing; (e) Funding has delivered a solvency certificate substantially in the Supplemental Security Documents referred to form set out in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authoritiesSchedule 4 hereto; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere the Master Issuer has confirmed in the Supplemental Security Documents for applicable Term Advance Supplement that no Note Event of Default has occurred and is continuing unremedied (if capable of remedy) or unwaived or would result from the acceptance making of any notice of service of process that they consent to such nominationTerm Advance; (g) opinions from lawyers appointed each of the Rating Agencies has confirmed in writing to the Security Trustee that there will not, as a result of the Master Issuer issuing any Master Issuer Notes on the Closing Date, be any adverse effect on the then current ratings by the Lender at Rating Agencies of any then outstanding Master Issuer Notes of the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or heretoMaster Issuer; (h) payment one or more Deeds of Accession relating to the Lender Funding Deed of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 Charge have been executed by any additional Funding Secured Creditors and the Supplemental Security Documents;parties to the Funding Deed of Charge; and (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender all other conditions precedent as may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions be specified in this Clause 5 the applicable Term Advance Supplement have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lendersatisfied.

Conditions Precedent. The Lender’s agreement to consent to the Borrowers’ requests request referred to in Recital F E hereof is subject to the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 201013 November 2009: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 32; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 32, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 32, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 2 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 2 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 2 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.

Conditions Precedent. The Lender’s agreement to consent (a) As conditions precedent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender initial Transaction, Purchaser shall have received (or has waived in writing receipt), except as otherwise indicated in Section 10(c) of this Agreement, on or before the Effective Date (or in the case of the items specified in subparagraphs (ii) through and (v) below, within thirty (30) days following the Effective Date) each of the following, in form and substance satisfactory to Purchaser and duly executed by each party thereto (as applicable): (i) Each of the LenderProgram Documents duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) Certificates of an officer of each of Seller and Guarantor attaching certified copies of Seller’s and Guarantor’s respective consents or charter, bylaws and corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (iii) A certified copy of a good standing certificate from the jurisdiction of organization of each of Seller and Guarantor, dated as of no earlier than the date which is ten (10) Business Days prior to the Purchase Date with respect to the initial Transaction hereunder; (iv) An incumbency certificate of the secretary of each of Seller and Guarantor certifying the names, true signatures and titles of Seller’s and Guarantor’s representatives who are duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (v) An opinion of Seller’s counsel (including Seller’s in-house counsel) as to such matters as Purchaser or Agent may reasonably request (including, without limitation, with respect to Purchaser’s first priority lien on and perfected security interest in the Purchased Assets, a no material litigation, non-contravention, enforceability and corporate opinion with respect to Seller, an opinion with respect to the inapplicability of the Investment Company Act to Seller and its Subsidiaries and Guarantor, an opinion that this Agreement constitutes a “repurchase agreement” and a “securities contract” within the meaning of the Bankruptcy Code and an opinion that no Transaction constitutes an avoidable transfer under Section 546(f) of the Bankruptcy Code, each in form and substance acceptable to Purchaser and Agent; provided, that Seller’s in-house counsel shall be permitted to provide only the no material litigation, noncontravention and corporate opinions; (vi) Seller shall have paid to Purchaser and Purchaser shall have received all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Program Documents, including without limitation, the Initial Fee, the Renewal Fee or the Extension Fee, as applicable, pursuant to Section 2 of the Pricing Side Letter, in all respects each case, in immediately available funds, and without deduction, set-off or counterclaim; (vii) A copy of the insurance policies required by Section 14(q) of this Agreement; (viii) Duly completed and filed Uniform Commercial Code financing statements acceptable to Purchaser and covering the Purchased Assets on Form UCC1; (ix) [RESERVED]; (x) Any other documents reasonably requested by Purchaser or prior Agent; and (xi) Purchaser and/or Agent shall have completed the initial due diligence review pursuant to 2 June 2010Section 36, and such review shall be satisfactory to Purchaser and Agent in their sole discretion. (b) As conditions precedent to each Transaction (including the initial Transaction), each of the following conditions shall have been satisfied: (ai) certificate Purchaser or its designee shall have received (or has waived in writing receipt) on or before the Purchase Date with respect to Eligible Mortgage Loans that are to be the subject of incumbency such Transaction (unless otherwise specified in this Agreement) the following, in form and substance satisfactory to Purchaser and (if applicable) duly executed: (A) Seller shall have paid to Purchaser and Purchaser shall have received all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Program Documents in immediately available funds, and without deduction, set-off or counterclaim; (B) The Transaction Notice and Seller Mortgage Loan Schedule (and additionally with respect to Correspondent Loans, the Correspondent Seller Release) with respect to such Purchased Assets, delivered pursuant to Section 3(c); (C) Such certificates, customary opinions of counsel or other documents as Purchaser or Agent may reasonably request, provided that such opinions of counsel shall not be required routinely in connection with each Borrower Transaction but shall only be required from time to time as deemed necessary by Purchaser in its commercially reasonable judgment; provided further that Seller may provide such opinions of counsel or other documents to Purchaser within five (5) Business Days following such Purchase Date; (D) Purchaser shall have received the Initial Fee, the Renewal Fee or the Extension Fee, as applicable, pursuant to Section 2 of the Pricing Side Letter, in immediately available funds, and without deduction, set-off or counterclaim; (E) With respect to Mortgage Loans that are not Wet-Ink Mortgage Loans, an original trust receipt executed by the Seanergy Holdings Guarantor Custodian without exceptions and with respect to Wet-Ink Mortgage Loans, a notice of intent to issue a trust receipt executed by the Wet-Ink Mortgage Loan Document Receipt Date by the Custodian; (F) Such other certifications of Custodian as are required under Sections 2 and 4 of the Custodial and Disbursement Agreement; (G) With respect to (i) any table-funded Wet-Ink Mortgage Loan that is the subject of such Transaction, (x) a copy of the Escrow Instruction Letter in the form attached as Exhibit G hereto, signed by the Settlement Agent and (y) a copy of the Closing Protection Letter from each title company in form and substance acceptable to Purchaser in its secretary sole discretion and (ii) any self-funded Wet-Ink Mortgage Loan that is the subject of such Transaction, (x) a copy of the Escrow Instruction Letter in the form attached as Exhibit G hereto, signed by the Settlement Agent, (y) a copy of the Closing Protection Letter from each title company in form and substance acceptable to Purchaser in its sole discretion and (z) confirmation of the Fed. Reference Number (or other independent confirmation reasonably acceptable to the Purchaser) with respect to the funding of any such Wet-Ink Mortgage Loan; (H) a duly executed Warehouse Lender’s Release from any Warehouse Lender (including any party that has a precautionary security interest in a Mortgage Loan) having a security interest in any Mortgage Loans, substantially in the form of Exhibit E, addressed to Purchaser, releasing any and all of its right, title and interest in, to and under such Mortgage Loan (including, without limitation, any security interest that such secured party or secured party’s agent may have by virtue of its possession, custody or control thereof) and, to the extent applicable, has filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such Warehouse Lender’s Release and Uniform Commercial Code termination statement has been delivered to Purchaser prior to such Transaction and to the Custodian as part of the Mortgage File; (I) Purchaser shall have received the Non-Utilization Fee then due and owing pursuant to Section 2 of the Pricing Side Letter in immediately available funds, and without deduction, set-off or counterclaim; provided that Purchaser may, in its sole discretion, net any unpaid Non-Utilization Fee from the proceeds of any Purchase Price paid by Purchaser to a Seller; and (J) With respect to any FHA Buyout Loan, evidence that such FHA Buyout Loan is fully insured by FHA. (ii) No Default or Event of Default shall have occurred and be continuing; (iii) Purchaser shall not have determined that the introduction of or a director change in any Requirement of Law or in the interpretation or administration of any requirement of law applicable to Purchaser has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Purchaser to enter into Transactions with the applicable Pricing Rate; (iv) Both immediately prior to the related Transaction and also after giving effect thereto and to the intended use thereof, stating, inter alia, all representations and warranties in the officers and/or directors of same Program Documents shall be true and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until correct on the date of such certificateTransaction (with the same force and effect as if made on such date) and Seller is in compliance with the terms and conditions of the Program Documents, or advising of any change thereto other than as may be expressly waived by attaching the relevant amendment to the certificatePurchaser; (v) The then Aggregate MRA Purchase Price when added to the Purchase Price for the requested Transaction shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) or (b) certificate the Asset Base; (vi) From and after the sixtieth (60th) day after the Effective Date, the Purchase Price for the requested Transaction shall not be less than $500,000 unless otherwise agreed; (vii) From and after the thirtieth (30th) day after the Effective Date, the Collection Account shall have been established with the Bank and shall be subject to the Collection Account Control Agreement; (viii) Satisfaction of any conditions precedent to the initial Transaction as set forth in clause (a) of this Section 10 that were not satisfied prior to such initial Purchase Date; (ix) Purchaser shall have determined that all actions necessary to maintain Purchaser’s perfected security interest in the Purchased Assets have been taken, including, without limitation, receipt of evidence no later than five (5) Business Days after the Effective Date, of a duly filed Uniform Commercial Code financing statement on Form UCC3 with respect to a UCC1, initial financing statement file number 2012 4582229, filed by Credit Suisse AG on November 28, 2012; (x) Purchaser or its designee shall have received any other evidence documents reasonably requested by Purchaser; (xi) There is no Margin Deficit at the time immediately prior to entering into a new Transaction (other than a Margin Deficit that will be cured contemporaneous with such Transaction in respect accordance with the provisions of Section 7 hereof); and (xii) None of the existence following shall have occurred and/or be continuing (it being understood that Purchaser will make the following determinations consistent with those made with respect to similar borrowers or sellers under similar credit or repurchase agreements): (A) an event or events shall have occurred in the good faith determination of Purchaser resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Purchaser not being able to finance Eligible Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Purchaser not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Purchaser which affects (or can reasonably be expected to affect) materially and good standing adversely the ability of each Borrower and Purchaser to fund its obligations under this Agreement. (xiii) With respect to FHA Buyout Loans, FHA continues to hold permanent indefinite authority to obtain funds directly from the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3;United States Treasury without additional congressional approval. (c) minutes As condition precedent to any Transaction (including the initial Transaction) involving the funding of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to Modified Loans, the Lender of parties shall have entered into an amount of amended Custodial and Disbursement Agreement that incorporates such assets or (ii) FHA Buyout Loans, the fees of parties shall have entered into the ▇▇▇▇▇▇ Collection Account Control Agreement and an amended Custodial and Disbursement Agreement that incorporates such assets; each in a form mutually agreed upon, and Purchasers shall have received an enforceability opinion with respect to such agreements and, if such funding relates to FHA Buyout Loans, a security interest opinion with respect to the ▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Collection Account Control Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.

Conditions Precedent. 11.1 The Lender’s agreement obligation of each Joint Lead Manager to consent to subscribe and pay for the Borrowers’ requests referred to in Recital F hereof Notes is subject to the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010conditional upon: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Lawsthere having been, as at the case may beSettlement Date, from no material adverse change in the condition (financial or otherwise), business, assets, shareholders' equity or results of operations of the Issuer, since the date of this Agreement or from that set out in the Financial Preliminary Prospectus or the Prospectus and no event making any of the representations contained in Clause 7 untrue or incorrect on the Settlement Date having occurred, unless remedied by the Issuer or waived by the Joint Lead Managers and the Issuer having performed all the obligations to be performed by it under this Agreement until on or before the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateSettlement Date; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with Joint Lead Managers on the relevant authorities; second Business Day immediately preceding the Settlement Date, unless set out otherwise below (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in which case such delivery shall be made on or before 10:00 CET on the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents;Settlement Date), of: (i) payment to the Lender a copy of an amount extract from the Commercial Register of the fees Issuer dated on the Settlement Date; (ii) a copy of the most up-to-date articles of association of the Issuer; (iii) legal opinion dated the Settlement Date in such form and with such content as the Joint Lead Managers may reasonably require from ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Islands counsel of ▇▇▇▇▇▇▇▇ (Czech Republic) LLP, organizační složka, legal advisers to the LenderJoint Lead Managers; (jiv) payment legal opinion dated the Settlement Date in such form and with such content as the Joint Lead Managers may reasonably require from White & Case, s.r.o., advokátní kancelář, legal advisers to the Lender of an amount of the fees of the Bahamian counsel of the LenderIssuer; (kv) payment a certificate as of the Settlement Date, duly signed on behalf of the Issuer to the Lender of an amount effect stated in sub-clause 11.1(a) with regard to the Issuer, in a form and content in all material respects corresponding to the draft attached as Schedule 1 to this Agreement; (vi) agreed-upon procedures letter from Deloitte Audit s.r.o., as independent auditors of the fees Issuer, dated as of the British Virgin Islands counsel date of the LenderProspectus and Settlement Date, in such form and with such content as the Joint Lead Managers may reasonably request; (vii) copies of the corporate resolutions of the Issuer approving the Issue; (viii) a copy of the Prospectus signed by a duly authorised officer of the Issuer; (ix) a certificate of the chief financial officer of the Issuer dated as of the Settlement Date, certifying the accuracy of certain data which is contained in the Prospectus, in form and substance satisfactory to the Joint Lead Managers; (c) all representations by the Issuer stated in the Clause 7 of this Agreement are true, accurate and complete as of the Settlement Date; (d) the Notes being admitted to trading on the PSE's Regulated Market; (e) the agreement for keeping records of the Issue in the central register of book-entered securities (smlouva o vedení evidence emise) has been entered into between the Issuer and the Central Depository before the date of this Agreement; and (lf) evidence the execution of the Agency Agreement and the side arrangement relating to the Agency Agreement by the parties thereto before the Settlement Date. 11.2 In the event that any of the conditions set out in sub-clause 11.1 is not satisfied on or before the Settlement Date, this Agreement shall (except as mentioned below) terminate and the parties hereto shall (except for the liability of the Issuer in relation to expenses as provided under, or under any arrangements referred to in, Clause 6 and except for any liability arising before or in relation to such termination) be under no further liability arising out of this Agreement, provided that the Borrowers are Joint Lead Managers may in compliance with their obligations under Clause 19.22 discretion and by notice to the Issuer waive satisfaction of any of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the above conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment or any part of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lenderthem.

Conditions Precedent. The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender Delivery Term shall have received not commence until Seller completes each of the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment conditions: Seller has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; Buyer (i) payment a completion certificate from a Licensed Professional Engineer substantially in the form of Exhibit H and (ii) a certificate from a Licensed Professional Engineer substantially in the form of Exhibit I setting forth the Installed Battery Capacity on the Commercial Operation Date; A Participating Generator Agreement and a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer; An Interconnection Agreement between Seller (or Seller’s Affiliate) and the PTO shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer; Seller has completed CAISO certification of the Facility, and has provided a copy of the CAISO certification to Buyer; Seller has provided Buyer with a copy of written notice from the CAISO that the Facility has achieved Full Capacity Deliverability Status; Copies of executed agreements demonstrating Site Control shall have been delivered to Buyer; provided Seller will be permitted to redact any confidential information contained therein; Insurance requirements for the Facility pursuant to Article 18 have been met, with evidence provided in writing to Buyer; Seller has received CEC Precertification of the Generating Facility (and reasonably expects to receive final CEC Certification and Verification for the Generating Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements that are reasonably capable of being completed prior to the Lender Commercial Operation Date under WREGIS rules, including (as applicable) the completion and submittal of an amount all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Generating Facility within the WREGIS system; All applicable regulatory authorizations, approvals and permits required for operation of the fees Facility have been obtained and all conditions thereof that are capable of being satisfied on the ▇▇Commercial Operation Date have been satisfied and shall be in full force and effect, and Seller has delivered to Buyer an attestation certificate from an officer of Seller certifying to the satisfaction of this condition; Seller has certified in writing to Buyer that ▇▇▇▇▇▇ Islands counsel of has complied with the Lender; (j) payment Prevailing Wage Requirement set forth in Section 13.4, and provided reasonably requested documentation demonstrating such compliance; Seller has certified in writing to Buyer that Seller has satisfied the Lender of an amount of obligations related to workforce development set forth in Exhibit U, and provided reasonably requested documentation demonstrating such compliance; Seller has certified in writing to Buyer that Seller has satisfied the fees of community benefit-related obligations set forth in Exhibit Q, and provided reasonably requested documentation demonstrating such compliance; Seller has delivered the Bahamian counsel of the Lender; (k) payment Performance Security to the Lender of an amount of the fees of the British Virgin Islands counsel of the LenderBuyer in accordance with Section 8.8; and (l) evidence that the Borrowers are in compliance with their obligations and Seller has paid Buyer for all amounts owing under Clause 19.22 of the Financial this Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled , if any, including Construction Delay Damages and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderCOD Delay Damages.

Conditions Precedent. The Lender’s It is a condition precedent to this Amendment that Licensee enter into a mutually agreed affiliation agreement with CPE US Networks II Inc. to consent carry the Cine Sony Television channel via direct-to-home satellite broadcast in the Territory (the “Cine Sony Agreement”) It is a condition precedent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition this Amendment that the Lender shall have received the following in form and substance satisfactory to the LenderLicensee has, in all respects on or prior to 2 June 2010: the Effective Date, an executed agreement with one (1) or more other major studios granting Licensee the right to distribute each such studio’s feature length motion pictures and/or television programs in the 4K Format on a Pay-Per-View (“PPV”) and Video-On-Demand (“VOD”) basisin the 4K Format on a Video-On-Demand (“VOD”) basis. Licensor acknowledges that Licensee may not have content from multiple studios on the Licensed Service at all times as availability for different titles will fluctuate, and the foregoing requirement shall only require that an agreement is in place and that at least one (1) first-run, new release motion picture has been distributed in 4K on the Licensed Service pursuant to such agreement prior to exhibition of Licensor’s content Effective Date: The 4K Rights grant will commence no later than February 1, 2015in accordance with on the terms and conditions of this Amendmentearlier of (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date the Licensed Service is made available on at least one (1) model of the Financial Agreement until the date of such certificateSony Bravia television, or advising of any change thereto by attaching the relevant amendment to the certificate; and (b) certificate or other evidence June 30, 2015, subject in respect each case to Licensee’s prior satisfaction of the existence conditions precedent set forth above and good standing of each Borrower all other terms and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date conditions of this Addendum NoAmendment (“Effective Date”) Notwithstanding the foregoing, Licensee will not make any 4K Program available on any device until such time as Licensee makes such program available on at least one model of television branded by a Licensor Affiliate (e.g., 4K Programs may not be made available on Samsung-connected TVs until such programs are also made available on at least one model of a Sony-connected TV); provided that, Licensor shall use commercially reasonable efforts to ensure that 4K Programs are made available on at least one television model of a Licensor Affiliate on or before February 1, 2015 and in no event later than June 1, 2015. 3; For clarity, Affiliate may make the 4K Programs available on any device in all events no later than June 1, 2015 regardless if such 4K Programs are available on any televisions branded by a Licensor Affiliate. Licensee will use best efforts to make the Licensed Service available on at least one (c1) minutes model of meeting of Sony Bravia television prior to including Licensor’s 4K content on the directors Licensed Service 4K Rights: Licensor grants Licensee, and shareholdersLicensee accepts, or resolutions of a non-exclusive, nontransferable license to distribute solely by 4K Transmission Means each 4K Program in the directors 4K Format on a VOD and shareholders of each Borrower PPV basis on the Licensed Service during such program’s applicable 4K License Period solely to Subscribers in the Territory pursuant to a Subscriber Transaction for viewing solely on an Approved 4K Device and for Personal Use during the applicable Viewing Period and subject at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered times to the Lender 4K Content Protection Requirements and where appropriate duly registered with 4K Usage Rules (“4K Rights”) The 4K Programs will be delivered via the relevant authorities; Licensed Service solely to Approved 4K Devices that are capable of supporting the 4K Format specifications and will be displayed and playable solely on or through an associated TV set or display monitor capable of displaying such programs in 4K Format (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto i.e., not a conventional HD TV set or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.monitor)

Conditions Precedent. The Lender’s agreement to consent to All the BorrowersParties’ requests referred to in Recital F hereof is subject to obligations except for the condition that Parties’ confidentiality obligations under Section 15.10 of the Lender NAESB Base Contract as modified for this Confirmation, are conditioned upon the following: Seller shall have received the following provided written evidence in a form and substance reasonably satisfactory to Buyer that: Each Project meets or will meet the Lenderrequirements as set forth in the CARB Cap and Trade regulations to be able to be qualified to deliver Biomethane; Biomethane to be delivered to Buyer from each Project meets or will meet the Gas Quality specifications set forth in PG&E’s gas tariffs then on file with the CPUC; Seller has an Operating Balance Agreement with the interconnecting pipeline connected to its Project, and Seller can deliver Biomethane to a Delivery Point pool account; CPUC Approval has been obtained; and Bankruptcy Court Approval has been obtained. The CPUC Approval, Bankruptcy Court Approval and Seller’s conditions in all respects on or prior to 2 June 2010: paragraph (a) certificate above shall collectively constitute the Conditions Precedent. The Confirmation, Transaction and Confirmation Term hereunder, shall terminate as described below and in Section 23 of incumbency this Confirmation in the event of each Borrower and a failure to satisfy the Seanergy Holdings Guarantor signed by its secretary Conditions Precedent. Termination because of (1) a failure to satisfy the Conditions Precedent or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date (2) an early termination of the Financial Agreement until Transaction shall also terminate all of the date Parties’ obligations under the Confirmation as of such certificatethe transaction termination date, except for the confidentiality obligations described above in Section 15.10 of the NAESB Base Contract. Buyer shall have no obligation to seek rehearing or to appeal a CPUC decision which fails to approve the Transaction, or advising of any change thereto by attaching the relevant amendment which contains findings required for CPUC Approval with conditions or modifications unacceptable to either Party. Notwithstanding anything to the certificate; (b) certificate contrary in the Agreement, Buyer shall not have any obligation or liability to Seller or any third party for any action or inaction of the CPUC, Bankruptcy Court or other evidence in respect of Governmental Authority affecting the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date approval or status of this Addendum NoTransaction. 3; (c) minutes of meeting of In the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process event that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment the CPUC or Bankruptcy Court issues a final and non-appealable order not approving this Transaction in its entirety, or (ii) the CPUC or Bankruptcy Court issues a final and non-appealable order which contains conditions or modifications unacceptable to either Party, then either Party may, in its sole discretion, elect to terminate this Agreement upon Notice to the Lender of an amount other Party. Buyer shall provide Seller with Notice of the fees CPUC Approval and the Bankruptcy Court Approval (collectively, the “Approvals”). If either the (i) CPUC Approval (ii) Bankruptcy Court Approval, or (iii) the executed contracts from the DGEMS phase of Buyer’s 2019 System Reliability RFO has not been received or waived by the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment Approval Deadline, then either Party may terminate this Transaction upon notice to the Lender of an amount of other Party; provided that a Party’s right to terminate for failure to satisfy or waive the fees of the Bahamian counsel of the Lender; Approvals must be exercised within thirty (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (1030) days after from the Effective Date or at such other time specified by the LenderApproval Deadline.

Conditions Precedent. The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender shall will have received no obligation under this Fifth Supplement until each of the following conditions precedent is satisfied or waived in form and substance satisfactory to accordance with Section 8.02 of the Lender, in all respects on or prior to 2 June 2010Master Agreement: (a) certificate of incumbency of each Borrower Lender has received all fees and the Seanergy Holdings Guarantor signed by its secretary other amounts due and payable on or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected prior to its Articles of Incorporation and By-Laws, as the case may be, from the date hereof, including the fees and amounts for reimbursement or payment of the Financial Agreement until the date of such certificate, out-of-pocket expenses required to be reimbursed or advising of paid by Borrower pursuant to any change thereto by attaching the relevant amendment to the certificateLoan Document or any other agreement with AgCountry; (b) certificate or other evidence in respect Lender has received Borrower’s counterpart of this Fifth Supplement, the existence and good standing of each Borrower Revolving Credit Note, the Mortgage Amendment, and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date Assignment of this Addendum No. 3Sale Documents, each duly executed and delivered by Borrower; (c) minutes of meeting Lender has received certified copies of the directors and shareholdersarticles of organization or other charter documents of Borrower, together with certificates of good standing or resolutions existence, each as are available from the Secretary of State (or other applicable Governmental Authority) of the directors jurisdiction of organization of Borrower and shareholders each other jurisdiction where Borrower is required to be qualified to do business as a foreign entity; (d) Lender has received a certificate, dated as of each Borrower at which the date of this Fifth Supplement and signed by an appropriate Responsible Officer, attaching and certifying copies of the bylaws, operating agreement or similar documents (or certifying that there was approved have been no changes to any of the entry into execution foregoing since the date most recently delivered and certified to Lender), and appropriate resolutions authorizing the execution, delivery and performance of this Addendum No. 3Amendment and certifying the name, title and the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence signature of the due authority of any person signing officer executing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings GuarantorAmendment; (e) Lender has obtained satisfactory UCC, tax, judgment, bankruptcy and fixture lien search reports (or other evidence of the Supplemental Security Documents referred same satisfactory to Lender) in Clause 4all necessary or appropriate jurisdictions and under all legal and trade names of Borrower and all other parties requested by Lender, all duly executed, delivered indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Lender and where appropriate duly registered with the relevant authoritiesClosing Date; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere The Mortgage Amendment has been recorded in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees office of the ▇▇▇▇▇ County, South Dakota, South Dakota Register of Deeds and in the ▇▇▇▇▇▇ Islands counsel County, South Dakota Register of the LenderDeeds; (jg) payment Lender has received a favorable written opinion of counsel to Borrower, addressed to Lender, addressing the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lendermatters set forth on Exhibit A hereto; and (lh) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 No Default or Event of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled Default has occurred and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lenderis continuing.

Conditions Precedent. The Lender’s agreement to consent to obligations of the Borrowers’ requests referred to in Recital F hereof is Banks under this Agreement are subject to the condition that the Lender Banks shall have received received, before the Effective Date, the following documents, matters and things in form and substance satisfactory to the LenderBanks: 3.1. a copy, certified as a true copy by the general counsel of the Borrower, of the Certificate of Incorporation, Memorandum of Association (if any) and Articles of Association of the Borrower and of each Original Subsidiary, such copy to be certified as a true copy by the general counsel of the Borrower, provided that if any of the said documents were received by the Banks upon or before the Closing Date and has not been amended since then and general counsel of Borrower so certifies to the Banks in all respects on or writing, then such certificates may be provided to the Banks in lieu of such documents; 3.2. copies of resolutions of the Board of Directors of the Borrower and of each Original Subsidiary and to the extent applicable, its respective audit committees and shareholders, evidencing approval, as applicable, of this Agreement and the other Finance Documents to which the Borrower and any Original Subsidiary is party and which have not been executed and delivered to the Banks prior to 2 June 2010: the date hereof (a"the Completion Finance Documents") and authorising named officers of the Borrower and each Original Subsidiary to execute, deliver and perform this Agreement and each of the Completion Finance Documents, together with a certificate from the Board of incumbency Directors of the Borrower and of each Original Subsidiary certifying, pursuant to Section 282 of the Companies Law, that all requisite approvals in connection with the aforegoing have been duly obtained; 3.3. original executed copies of this Agreement, and the other Completion Finance Documents, together with any documents required to be delivered on the date of signature thereof or as conditions precedent to the effectiveness thereof, all such documents to bear counsel's certificate confirming the authority of the signatories thereon on behalf of the Borrower and the Seanergy Holdings Guarantor signed by its secretary or Original Subsidiaries and otherwise to be in a director thereof, stating, inter alia, the officers and/or directors of same form and that no amendment has been effected to its Articles of Incorporation on terms and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment conditions acceptable to the certificateBanks; (b) certificate or other evidence 3.4. all the Authorisations, if any, listed in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or Schedule 3.4 hereto; (h) payment to 3.5.1. a certificate in the Lender form of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees Schedule 3.5.1 hereto of the Greek and English legal advisors Auditors or the Chief Financial Officer or the Chief Executive Officer of the Lender Borrower stating as at March 31, 2004 (in respect this clause 3.5.1, "the Reference Date"): 3.5.1.1. the aggregate Borrowings (with detailed breakdown), so as to demonstrate compliance with the provisions of this Addendum No. 3 and clause 15.7.1 below on the Supplemental Security DocumentsReference Date; (i) payment 3.5.1.2. all data necessary to demonstrate compliance with the Lender provisions of an amount of clause 15.7.2 below on the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the LenderReference Date; and (l) evidence 3.5.1.3. all data necessary to demonstrate compliance with clause 15.28 below as at the Reference Date; 3.5.2. a certificate in the form of Schedule 3.5.2 hereto of the Auditors or the Chief Finance Officer or the Chief Executive Officer of the Borrower confirming the truth and completeness of the representations and warranties set out in clause 14 below, subject to the qualifications set out in Schedule 14.1 hereto; 3.5.3. a certificate in the form of Schedule 3.5.3 hereto of the Auditor or the Chief Finance Officer or Vice-President Finance or the Chief Executive Officer of the Borrower confirming compliance with the provision of clause 15.24 below as at the Ratio Determination Date falling on the last day of the first Quarter of 2004 and that, according to the information available to the Borrower, no event has occurred or is likely to occur that would cause the Borrowers are Borrower not to be in compliance with their obligations under Clause 19.22 the provisions of clause 15.24 at the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lendernext Ratio Determination Date.

Conditions Precedent. The Lender’s 's agreement to consent make the loan to Issuer hereunder and to disburse the Borrowers’ requests referred to in Recital F hereof is Loan Proceeds shall be subject to the condition precedent that the Lender shall have received all of the following following, each in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of this Loan Agreement, properly executed by Lender, Issuer and Borrower, and each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateExhibits hereto properly completed; (b) certificate or other evidence in respect of the existence Tax Agreement, properly executed by Issuer and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3Borrower; (c) minutes the Escrow Agreement, properly executed on behalf of meeting Issuer, Lender, Borrower and Escrow Agent; (d) a certificate of the directors and shareholdersSecretary or an Assistant Secretary of Borrower, or certifying as to (i) the resolutions of the board of directors and and, if required, the shareholders of each Borrower at which there was approved Borrower, authorizing the entry into execution execution, delivery and performance of this Addendum No. 3Loan Agreement, the Supplemental Security Documents Escrow Agreement and the Tax Agreement and any other documents executed pursuant hereto or thereto to which related documents, (ii) the relevant Borrower is a party; bylaws of Borrower, and (diii) evidence the signatures of the due authority officers or agents of any person signing Borrower authorized to execute and deliver this Addendum No. 3Loan Agreement, the Supplemental Security Documents Escrow Agreement and any the Tax Agreement and other documents executed pursuant hereto or thereto instruments, agreements and certificates on behalf of each Borrower and the Seanergy Holdings GuarantorBorrower; (e) a copy of the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to Certificate of Incorporation of Borrower certified by the Lender and where appropriate duly registered with Secretary of State of the relevant authoritiesState of Delaware; (f) confirmation from any agents for service a Certificate of process nominated in this Addendum No. 3 and elsewhere in Good Standing issued by the Supplemental Security Documents for Secretary of State of the acceptance State of any notice Delaware to be dated not more than 10 days prior to the date of service of process that they consent to such nominationClosing; (g) opinions from lawyers appointed a Certificate of Qualification issued by the Lender at Secretary of State of the Borrowers’ expense as State to all such aspects be dated not more than 10 days prior to the date of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or heretoClosing; (h) payment a Certificate of Status - Foreign Corporation issued by the Secretary of State of the State to be dated not more than 10 days prior to the Lender date of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security DocumentsClosing; (i) payment to certificates of the insurance required hereunder, containing a lender's loss payable clause or endorsement in favor of Lender and naming the Lender of as an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lenderadditional insured; (j) payment to a completed and executed Form 8038 or evidence of filing thereof with the Lender of an amount of the fees of the Bahamian counsel of the LenderInternal Revenue Service; (k) payment a resolution or evidence of other official action taken by or on behalf of Issuer to authorize the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; andtransactions contemplated hereby; (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 financing of the Financial Agreement. PROVIDED HOWEVER THAT Equipment has been approved by the Lender may "applicable elected representative" (as defined in its absolute discretion Section 147(f) of the Code) of the State, after a public hearing held upon reasonable notice; (m) a true and correct copy of any and all leases pursuant to which Borrower is leasing the property where the Equipment will be located, together with a landlord's disclaimer and consent with respect to each such lease; (n) as applicable, financing statements executed by Borrower and the User, as debtor, and naming Issuer, as secured party, and Lender, as assignee, and/or the original certificate of title or manufacturer's certificate of origin and title application if any of the Equipment is subject to certificate of title laws; (o) current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against Borrower, (ii) no financing statements have been filed and remain in effect against Borrower relating to the Borrowers’ request referred Equipment except those financing statements filed by Lender and (iii) Lender has duly filed all financing statements necessary to perfect the security interest created pursuant to this Loan Agreement; (p) an opinion of counsel to Borrower, addressed to Lender and Issuer, in Recital E hereof notwithstanding that all the conditions specified form attached hereto as Exhibit C; (q) an opinion of counsel to Issuer, addressed to Lender, in form and substance satisfactory to Lender; (r) an opinion of special counsel, addressed to Issuer and Lender, in form and substance satisfactory to Issuer and Lender; (s) payment of Lender's fees, commissions and expenses required by Section 12.01 hereof; (t) payment of Issuer's fees, commissions and expenses incurred in connection with this Clause 5 have not been fulfilled Loan Agreement and the transactions contemplated hereby; (u) an investor letter of representation executed by Lender and addressed to Issuer and Borrower, in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.form attached hereto as Exhibit D;

Conditions Precedent. 3.1 The Lender’s agreement Borrower shall give the Bank at least one Banking Day irrevocable prior written notice of its desire to consent have an Advance made. 3.2 The obligation of the Bank to make the Borrowers’ requests referred to in Recital F hereof is first Advance under this Restated Agreement shall be subject to the condition that the Lender shall have Bank or its legal counsel having received the following in form and substance content satisfactory to the Lender, in all respects on or prior to 2 June 2010Bank: (a) certificate The counterparts of incumbency of each Borrower and this Restated Agreement duly executed by the Seanergy Holdings Guarantor signed by its secretary Borrower's authorized representative or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate;representatives. (b) certificate The Security Documents. (c) Copies certified by the Secretary of the Borrower of: (i) the By-Laws of the Borrower, (ii) The resolutions of the Board of Directors of the Borrower approving the execution, delivery and performance by the Borrower of this Restated Agreement, the Note, the Security Documents and specifying the persons authorized to sign the above mentioned documents on its behalf. (d) Any consents necessary from governmental or other evidence in respect authorities for the execution, delivery and performance by the Borrower of this Restated Agreement. (e) A copy certified as of a recent date by the Secretary of State of Texas of the Articles of Incorporation of the Borrower with all amendments thereto. (f) Evidence from the Secretary of State and the Comptroller of Public Accounts of the State of Texas as to the continued existence and good standing of each the Borrower. (g) An opinion of counsel to the Borrower acceptable to the Bank as to: (i) the valid existence and good standing of the Borrower under the laws of the State of Texas. (ii) the due authorization, execution and delivery by the Borrower of this Restated Agreement, the Note and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3;Security Documents to which it is a party. (ciii) minutes of meeting this Restated Agreement, the Note and the Security Documents to which the Borrower is a party constituting the legally valid and binding obligations of the directors and shareholdersBorrower in accordance with their terms. (iv) the execution, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3Restated Agreement, the Supplemental Note and the Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party;, by the Borrower not resulting in a breach of any terms or conditions of, or resulting in the imposition of any lien, charge or encumbrance upon any properties of the Borrower or constituting a default under any indenture, agreement, order, judgment or other instrument under which the Borrower or its property may be bound or constituting a violation of the Articles of Incorporation or By-Laws of the Borrower or violating any provision of applicable law. (dv) evidence the execution, delivery and performance of the due authority of any person signing this Addendum No. 3Agreement, the Supplemental Note and the Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.to

Conditions Precedent. The Lender’s agreement Landlord and Tenant acknowledge and agree that their respective obligations under this Lease, including the obligation to consent construct Tenant's Work pursuant to the Borrowers’ requests referred to in Recital F hereof Article VI hereof, is subject to the condition that the Lender shall have received satisfaction of the following in form and substance satisfactory to conditions (the Lender, in all respects "Conditions Precedent") on or prior to 2 June 2010:before February 15, 1999 (the "Condition Date"): (a) certificate The written approval by the Agency of incumbency the Tenant, of each Borrower the terms of this Lease, of the terms of the Temporary Lease (as hereinafter defined) and of Tenant's Plans and the Seanergy Holdings Guarantor signed issuance by its secretary or a director thereof, stating, inter aliathe City and/or Agency of such building permits as may be necessary to commence construction as well as approval by the City and/or Agency of the plans for Landlord's Work (collectively, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate"City Approvals"); (b) certificate or other evidence The Agency's agreement to execute and deliver to Tenant a written non-disturbance agreement (the "Non-Disturbance Agreement") whereby the Agency agrees (i) to recognize this Lease, and Tenant's rights hereunder, in respect the event of a termination of the existence Ground lease and/or the Public Garage Lease and good standing of each Borrower to not terminate this Lease provided that Tenant is then in compliance with the terms hereof, (ii) that this Lease shall become a direct lease between the Agency and the Seanergy Holdings Guarantor dated Tenant pursuant to the terms and provision hereof, (iii) that Tenant shall have no liability to the Agency with respect to any obligations of Landlord under the Ground Lease or the Public Garage lease, (iv) to not more than fifteen amend or modify, or enter into any agreement with Landlord to amend or modify, any of the terms or provisions of the Ground Lease and/or Public Garage Lease which are material to Tenant's quiet enjoyment of the Premises without the prior written consent of Tenant, (15v) days before to not enter into any agreement with Landlord which would materially increase Landlord's Common Area Costs and/or any other maintenance or operating expenses of the date Complex (to the extent that any such costs are passed on to Tenant), (vi) to not terminate, or accept a surrender of, the Ground Lease and/or the Public Garage Lease unless there has been an event of this Addendum No. 3default under the Ground Lease or the Public Garage Lease which gives the Agency the right to terminate the same, (vii) to provide, prior to exercising any right of termination, notice and an opportunity to cure to Tenant with respect to any default by Landlord under the Ground Lease or the Public Garage Lease, (viii) to not approve any financing or further encumbrance of Landlord's interest in the Ground Lease and/or the Public Garage Lease (to the extent the Agency has retained such approval rights) without providing prior written notice to Tenant, and (ix) to such other matters as may be reasonably requested by Tenant in order to protect its rights hereunder and its interest in the Tenant Improvements; (c) minutes The successful completion of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party;Tenant's initial public offering; and (d) evidence The removal or relocation of those existing tenants in the complex whose removal or relocation is necessary to permit the construction of Tenant's Work and the occupancy by Tenant of the due authority Premises pursuant to this Lease, which tenants are listed on Exhibit D-1 hereto, and the granting of any person signing consent by those existing tenants in the complex whose consent is necessary to permit the construction of Tenant's Work and the occupancy by Tenant of the Premises pursuant to this Addendum No. 3Lease, which tenants are listed on Exhibit D-2 hereto (collectively, the Supplemental Security Documents "Tenant Actions"); provided that Tenant acknowledges that Waldenbooks will not be relocated until after January 1, 1999 (assuming that conditions 5.1(a), (b), (c) and (e) have been satisfied), and that, in the absence of a voluntary agreement to vacate, certain month-to-month tenants may not be vacated under city ordinances until ninety (90) days following delivery by Landlord of written notices to vacate, which notices will not be delivered by Landlord until after conditions 5.1(a), (b), (c) and (e) have been satisfied. Landlord will use commercially reasonable efforts to cause all Tenant Actions to be met by the Condition Date, provided that Landlord shall not be obligated to execute any other documents executed pursuant hereto unconditional vacation notices, relocation agreements or thereto on behalf termination agreements with any of each Borrower such tenants until such time as conditions 5.1(a), (b), (c) and (e) have been satisfied. Furthermore, the Condition Date shall be extended to the extent necessary to permit the relocation of Waldenbooks and the Seanergy Holdings Guarantor;month-to-month tenants referred to in the prior sentence, as long as all other Tenant Actions are completed by the original Condition Date. (e) Landlord obtains a firm commitment for financing its portion of the Supplemental Security Documents referred costs associated with this Lease (including both Landlord's Work and Landlord's Contribution, as such terms are hereinafter defined), at prevailing market rates and terms reasonably acceptable to Landlord; Tenant agrees to cooperate reasonably in Clause 4, all duly executed, delivered any conditions imposed by Landlord's lender under said commitment; Landlord will use commercially reasonable efforts to obtain the foregoing financing commitments prior to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderCondition Date.

Conditions Precedent. The Lender’s agreement to consent Subject to the Borrowers’ requests referred to in Recital F hereof is subject to other terms and conditions hereof, this Amendment shall not become effective until the condition that the Lender Agent shall have received each of the following instruments, documents or agreements, each in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010Agent: (a) counterparts of this Amendment duly executed and delivered by Borrower, Parent, Agent and each of the Lenders; (b) Promissory Note executed by the Borrower, payable to New Lender, in the face amount of such New Lender’s Commitment (the “Note”); (c) an amendment to each Mortgage (collectively, the “Mortgage Amendments”) encumbering a Collateral Property, amending each such Mortgage to reflect this Amendment and the transactions contemplated hereby; (d) endorsements to each of the title insurance policies insuring the validity and priority of the Mortgages (as amended by the Mortgage Amendments) covered thereby as a first priority Lien upon the Property described therein, subject to Permitted Liens, and increasing the amounts of such policies to amounts approved by Agent; (e) Acknowledgements and Consents executed by the Parent and each Guarantor (collectively, the “Guarantor Consents”), consenting to this Amendment and the transactions contemplated hereby; (f) a certificate of incumbency the Secretary of each Borrower and CBL Holdings I, Inc. dated as of the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, date hereof certifying (i) that the officers and/or directors of same and that no amendment has been effected to its Articles Certificate of Incorporation and By-Lawslaws of CBL Holdings I, Inc. have not been modified since August 29, 2006; (ii) that the Partnership Agreement and Certificate of Limited Partnership of Borrower have not been modified since August 29, 2006; (iii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of Borrower of this Amendment and the other instruments, documents or agreements executed and delivered by or on behalf of Borrower in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or Borrower are hereinafter collectively referred to as the case may be, from “Borrower Amendment Documents”); and (iv) as to the date incumbency and genuineness of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect signatures of the existence and good standing officers of each CBL Holdings I, Inc. executing the Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Amendment Documents and any other documents executed pursuant hereto or thereto to which the relevant CBL Holdings I, Inc. or Borrower is a party; (dg) evidence a certificate of the due authority Secretary of any person signing this Addendum No. 3CBL Holdings I, Inc. dated as of the Supplemental Security Documents date hereof certifying (i) that the Partnership Agreements, Certificates of Limited Partnership, Articles of Incorporation, Articles of Organization, Bylaws and any other organizational documents executed pursuant hereto or of each Loan Party owning a Collateral Property have not been modified since August 29, 2006; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of each Borrower Loan Party owning a Collateral Property of the Mortgage Amendments, the Guarantor Consents and the Seanergy other instruments, documents or agreements executed and delivered by or on behalf of such Loan Parties in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings Guarantor; (e) the Supplemental Security Documents I, Inc. or any Loan Party are hereinafter collectively referred to in Clause 4, all duly executed, delivered as the “Loan Party Amendment Documents”); and (iii) as to the Lender incumbency and where appropriate duly registered with genuineness of the relevant authorities; (f) confirmation from signatures of the officers of CBL Holdings I, Inc. executing the Loan Party Amendment Documents to which any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or heretoLoan Party is a party; (h) payment a certificate of the Secretary of CBL & Associates Properties, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL & Associates Properties, Inc. have not been modified since August 29, 2006; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL & Associates Properties, Inc., authorizing the execution and delivery on behalf of CBL & Associates Properties, Inc. of this Amendment and the other instruments, documents or agreements executed and delivered by CBL & Associates Properties, Inc. in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL & Associates Properties, Inc., Inc., Borrower or any Subpartnership are hereinafter collectively referred to as the “Properties Amendment Documents”); and (iii) as to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees incumbency and genuineness of the Greek and English legal advisors signatures of the Lender in respect officers of this Addendum No. 3 and CBL & Associates Properties, Inc. executing the Supplemental Security DocumentsProperties Amendment Documents to which CBL & Associates Properties, Inc. is a party; (i) payment the opinions of Borrower’s counsel, addressed to Agent and each Lender and satisfactory in form and substance to Agent, covering such matters relating to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender;transaction contemplated by this Amendment as Agent may reasonably request; and (j) payment to Agent, for the Lender benefit of an Lenders, of all loan fees due in connection with the increase in the amount of the fees Commitments and this Amendment. Upon fulfillment of the Bahamian counsel foregoing conditions precedent, this Amendment shall become effective as of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lenderdate hereof.

Conditions Precedent. The Lender’s agreement to consent WPCA has fully satisfied all of the following conditions precedent relating to the Borrowers’ requests referred to in Recital F hereof is subject to WPCA's obligations as of the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010Commencement Date: (a1) a copy of all Legal Entitlements, if any, necessary for the Company to perform its obligations pursuant to the terms and provisions of this Service Agreement, excluding the NPDES Permit and approval of this Service Agreement by CTDEEP, provided, however, that the Company shall provide certificates of good standing and a certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary authority to do business in Connecticut on or a director thereofbefore March 1, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate2024; (b2) certificate or other evidence in respect of a Guaranty executed by the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e3) on or before March 1, 2024, the Supplemental Security Documents referred to in Clause 4Operations Performance Bond, all duly executedexecuted and delivered by the Operations Performance Bond Issuer, delivered to for the Lender and where appropriate duly registered with benefit of the relevant authoritiesWPCA, effective as of the Commencement Date; (f4) confirmation from any agents for service on or before March 1, 2024, copies of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance certificates of any notice of service of process that they consent insurance, if any, required pursuant to such nominationSection 12.1 hereof; (g5) opinions from lawyers appointed by a certified copy of the Lender at resolutions of the Borrowers’ expense as to all such aspects boards of law as directors of the Lender shall deem relevant for this Addendum No. 3 Company and the Supplemental Security Documents Guarantor, approving the execution and any other documents executed pursuant thereto delivery of this Service Agreement and the Guaranty, respectively or heretocertificate from the President of the Company that each of the Company and the Guarantor approved the execution and delivery of this Service Agreement and the Guaranty through their duly authorized review and signature authority policies and process; (h6) payment to certificates of incumbency for the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees officers of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 Company and the Supplemental Security DocumentsGuarantor executing this Service Agreement and the Guaranty, respectively; (i7) payment opinions of counsel to the Lender of an amount effect that a. the Company and the Guarantor is duly authorized and existing under the laws of the fees jurisdiction of its respective incorporation the Company is qualified to do business in the State; b. the Service Agreement has been duly authorized, executed and delivered by the Company and constitutes the legally binding obligation of the ▇▇▇▇▇▇▇▇ Islands counsel Company enforceable against the Company in accordance with its terms; c. the Guaranty has been duly authorized, executed and delivered by the Guarantor and constitutes a legally valid and binding obligation of the LenderGuarantor enforceable against the Guarantor in accordance with its terms; (j) payment d. the Company has obtained all Legal Entitlements necessary to perform its obligations pursuant to the Lender terms and provisions of an amount this Service Agreement; and e. to counsel's knowledge after due inquiry, there is no litigation pending or threatened against the Company or the Guarantor preventing any of the fees of the Bahamian counsel of the Lender; (k) payment them from performing their respective obligations pursuant to the Lender terms and provisions of an amount of this Service Agreement or the fees of the British Virgin Islands counsel of the LenderGuaranty; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at 8) such other time specified by opinions, certificates, and documentation as the LenderWPCA shall reasonably request in connection with the execution, performance and delivery of this Service Agreement, the Guaranty and the transactions contemplated thereby.

Conditions Precedent. The Lender’s agreement to consent a. As conditions precedent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender initial Transaction, Buyer shall have received on or before the following day of such initial Transaction the following, in form and substance satisfactory to Buyer and duly executed by each party thereto: i) The Program Documents duly executed and delivered by the Lenderparties thereto and being in full force and effect, free of any modification, breach or waiver; ii) Evidence that all other actions necessary or, in the opinion of Buyer, desirable to perfect and protect Buyer's interest in the Purchased Assets have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1; iii) A certified copy of each Seller's consents or corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all respects on documents evidencing other necessary corporate action or prior to 2 June 2010:governmental approvals as may be required in connection with the Program Documents; (aiv) An incumbency certificate of incumbency the secretaries of each Borrower Seller certifying the names, true signatures and titles of each Seller's representatives duly authorized to request Transactions hereunder and to execute the Program Documents and the Seanergy Holdings Guarantor signed by its secretary or other documents to be delivered thereunder; v) An opinion of each Sellers' counsel as to such matters as Buyer may reasonably request (including, without limitation, an enforceability and corporate opinion, a director thereof, stating, inter alia, perfection opinion with respect to Buyer's security interest in the officers and/or directors of same Purchased Assets and that no amendment has been effected an "Investment Company Act" opinion) and in form and substance acceptable to its Articles of Incorporation and By-Laws, as the case may be, from the date Buyer; vi) A copy of the Financial Agreement until Underwriting Guidelines certified by an officer of each Seller; vii) [Reserved]; viii) A copy of the certificate of insurance evidencing compliance with Section 13(l) of this Agreement; ix) Buyer's due diligence of Sellers shall have been completed to the satisfaction of Buyer; x) The payment in respect of all outstanding legal fees and reasonable out-of-pocket expenses, including due diligence expenses to be paid to Buyer; xi) With respect to Sellers, no Event of Default shall have occurred and be continuing or any event or circumstance that Sellers reasonably expect will, with the passage of time or giving of notice, become an Event of Default by Sellers; xii) All representations and warranties of Sellers in the Program Documents shall be true and correct on the date of such certificate, or advising initial Transaction; and xiii) Any other documents reasonably requested by Buyer. b. The obligation of any change thereto by attaching the relevant amendment Buyer to enter into each Transaction pursuant to this Agreement is subject to the certificatefollowing conditions precedent: i) Buyer or its designee shall have received on or before the day of a Transaction with respect to such Purchased Assets (unless otherwise specified in this Agreement) the following, in form and substance satisfactory to Buyer and (if applicable) duly executed: (A) Transaction Notice, Loan Schedule and Computer Tape delivered pursuant to Section 4(a); (bB) certificate or other evidence in respect of the existence The related Trust Receipt and good standing of each Borrower and the Seanergy Holdings Guarantor dated Exception Report (which shall not more than fifteen (15list any material exceptions) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the LenderLoan Schedule attached; and (lC) evidence such certificates, customary opinions of counsel or other documents as Buyer may reasonably request, provided that such opinions of counsel shall not be required in connection with each Transaction but shall only be required from time to time as deemed necessary by Buyer in its good faith. ii) No Default or Event of Default shall have occurred and be continuing. iii) Buyer shall not have reasonably determined that a change in any requirement of law or in the Borrowers are interpretation or administration of any requirement of law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions with a Pricing Rate based on LIBOR. iv) All representations and warranties in the Program Documents shall be true and correct on the date of such Transaction and Sellers shall be in compliance with their the terms and conditions of the Program Documents. v) The then aggregate outstanding Purchase Price for all Purchased Assets, when added to the Purchase Price for the requested Transaction, shall not exceed the Maximum Aggregate Purchase Price. vi) The Purchased Assets shall be the subject of, or covered by, and shall include one or more Hedge Instruments and, if requested, Buyer shall have received satisfactory information regarding the hedging strategy, arrangements and general policies of Sellers with respect to such Hedge Instruments. vii) Satisfaction of any conditions precedent to the initial Transaction as set forth in clause (a) of this Section 9 that were not satisfied prior to such initial Purchase Date. In no event shall Buyer be required to enter into more than 2 Transactions on any Purchase Date. viii) The Purchase Price for the requested Transaction shall not be less than $2,500,000. ix) Buyer shall have determined that all actions necessary or, in the opinion of Buyer, desirable to maintain Buyer's perfected interest in the Purchased Assets have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1. x) Buyer shall have received in form and substance acceptable to Buyer the most recent quarterly financial statements of Holdings (or the audited financial statements of Holdings, if available). xi) A copy of the Underwriting Guidelines, to the extent such guidelines have been materially amended or modified, which amendments or modifications have been approved by Buyer pursuant to Section 13(u). xii) There is no Margin Deficit at the time immediately prior to entering into a new Transaction. xiii) None of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance any Loans through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; (B) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which effects materially and adversely the ability of Buyer to fund its obligations under Clause 19.22 this Agreement. xiv) Any other documents reasonably requested by Buyer. xv) Buyer shall have received an officer's certificate of the Financial Agreement. PROVIDED HOWEVER THAT related Seller setting out the Lender may sublimits contained in its absolute discretion consent the Pricing Side Letter and certifying that such Seller is in compliance with such sublimits. xvi) All fees and expenses and any other amounts owed by the Sellers to the Borrowers’ request referred Buyer pursuant to the Program Documents have been paid. xvii) Each secured party (including any party that has a precautionary security interest in Recital E hereof notwithstanding a Loan, other than Buyer) has released all of its right, title and interest in, to and under such Loan (including, without limitation, any security interest that all the conditions specified such secured party or secured party's agent may have by virtue of its possession, custody or control thereof) and has filed Uniform Commercial Code termination statements in this Clause 5 have not been fulfilled and respect of any Uniform Commercial Code filings made in this event the Borrowers hereby covenant to procure the fulfilment respect of such conditions within ten (10) days after Loan, and each such release and Uniform Commercial Code termination statement has been delivered to the Effective Date or at such other time specified by Buyer prior to each Transaction and to the LenderCustodian as part of the Loan File.

Conditions Precedent. The Lender’s agreement Subscriber will have no obligations to consent to subscribe for the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender shall have received the following in form Placement Shares, Subscription Notes and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010:Warrants under clause 5 unless; (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia(Board approval), the officers and/or directors of same and Company has procured that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date a meeting of the Financial Agreement until Board is convened and approves the date issue of: (1) the Placement Shares, Warrants and Subscription Notes; and (2) any Shares to be issued on conversion of such certificatethe Subscription Notes and exercise of the Warrants, or advising subject only to satisfaction of any change thereto condition set out in this agreement or imposed by attaching the relevant amendment to Corporations Act or ASX Listing Rules, and provides the certificate;Subscriber with a certified copy of the Board resolution or minutes of Board meeting evidencing such approval. (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15Stage 1 Completion) days before the date of this Addendum No. 3Stage 1 Completion has occurred; (c) minutes of meeting (Member Approval) the Company’s shareholders have approved by the appropriate majority in a general meeting: (1) the issue of the directors Placement Shares, Warrants and shareholders, or resolutions Subscription Notes to the Subscriber for all purposes including (without limitation) for the purposes of Listing Rule 7.1 and section 611(7) of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3Corporations Act (and, as applicable, the Supplemental Security Documents issue of Shares on exercise of the Warrants and conversion of the Subscription Notes); (2) the election of the Nominee Director as a Director; (3) any other documents executed pursuant hereto or thereto approvals required under the ASX Listing Rules and the Corporations Act in order for the Company to which the relevant Borrower is a partycomply with all of its obligations under this agreement; (d) evidence (Independent expert’s opinion) the independent expert appointed to opine on the issue of the due authority Placement Shares, Warrants and Subscription Notes to the Subscriber finds that the matters on which it opines are either: (1) fair and reasonable; or (2) not fair but reasonable, and in the best interests of any person signing this Addendum No. 3the Company’s shareholders, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantorindependent expert does not change that finding or withdraw its report prior to the general meeting referred to in 4.1(c) above; (e) (ASX waivers and ASIC relief) all necessary: (1) waivers of, approvals under, or confirmations under, the Supplemental Security Documents referred ASX Listing Rules; and (2) relief from, or declarations or modifications in connection with, the Corporations Act, which are required to lawfully and validly grant the Placement Shares, Warrants and Subscription Notes, and permit their exercise in Clause 4accordance with their terms, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authoritieshave been obtained; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in (Information Protocol) the Supplemental Security Documents for Board has adopted the acceptance of any notice of service of process that they consent Information Protocol, subject only to such nominationStage 2 Completion; (g) opinions from lawyers appointed (Certificate) the Company has given the Subscriber a certificate signed by a Director dated the Stage 2 Completion Date confirming that, as at the Stage 2 Completion Date, to the best of the knowledge and information of that Director, and after due enquiry: (1) the Company has complied with all obligations on its part to be performed under this agreement, the Corporations Act, ASX Listing Rules and other applicable law; (2) none of the events set out in clause 11.1 has occurred; and (3) the representations and warranties given by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 Company set out in clause 10.1 are true and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto;correct; and (h) payment (Company Warranties) each of the Company Warranties are true and accurate in all material respects immediately prior to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security DocumentsStage 2 Completion Date; (i) payment to (No Material Adverse Change) no Material Adverse Change has occurred between the Lender date of an amount of this agreement and the fees of Stage 2 Completion Date; (j) (Competing Agreement); the Company has not entered into a Competing Agreement; and (k) (▇▇▇▇▇▇▇▇▇ Islands counsel agreement) the Company has entered into a subscription agreement with ▇▇▇ ▇▇▇▇▇▇▇▇▇ or his nominee (or is ready, willing and able to enter into such an agreement) by which ▇▇▇▇▇▇▇▇▇ (or his nominee) will agree to subscribe for US$500,000 worth of Shares and Notes and the Lender; Company will agree to issue Shares, Notes and Warrants to ▇▇▇▇▇▇▇▇▇ (jor his nominee) payment to on Stage 2 Completion, on materially the Lender of an amount of same terms as this agreement, and the fees of the Bahamian counsel of the Lender; agreement is not terminated (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are except in compliance accordance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date terms), rescinded or at such other time specified repudiated by the LenderCompany except in the case of a material default or breach by ▇▇▇ ▇▇▇▇▇▇▇▇▇ or his nominee.

Conditions Precedent. The LenderGE Capital’s agreement commitment hereunder and the undertaking of GE Capital Markets, Inc. to consent provide the services described herein are subject only to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender shall have received satisfaction of each of the following in form conditions precedent (the date and substance satisfactory to time on which such conditions are satisfied, the Lender, in all respects on or prior to 2 June 2010: “Effective Date”): (a) certificate the accuracy and completeness in all material respects of incumbency of each Borrower all Acquisition Agreement Representations and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Lawsall Specified Representations (each, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; defined below); (b) certificate or other evidence in respect the satisfaction of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen Conditions to Closing set forth on Schedule I attached hereto; (15c) days before (i) from January 28, 2012 to the date of this Addendum No. 3; Commitment Letter, except as (cx) minutes of meeting disclosed in the Company SEC Filings (as defined in the Acquisition Agreement) filed after January 28, 2012 and prior to the date hereof (other than disclosure in the Company SEC Filings referred to in the “Risk Factors” and “Forward Looking Statements” sections thereof or any statements included in such Company SEC Filings that are forward-looking in nature), (y) set forth in Section 4.09 of the directors Company Disclosure Letter (as defined in the Acquisition Agreement) or (z) disclosed in the Acquisition Agreement, there shall not have been any Company Material Adverse Effect (as defined in the Acquisition Agreement) and shareholders, or resolutions of (ii) since the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance date of this Addendum No. 3Commitment Letter, there shall not have been a Company Material Adverse Effect, in each case in clauses (i) and (ii) that would result in the Supplemental Security Documents failure of a condition precedent to your (or your affiliate’s) obligations to consummate the Acquisition under the Acquisition Agreement, and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence solely to the extent the Credit Facility is provided pursuant to the Second A&R Credit Agreement, the receipt of the due authority consent of the Required Existing Lenders under the Existing Credit Agreement to the Transaction contemplated hereby. It is understood and agreed that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment Letter, the Fee Letter and the Credit Documentation) other than as set forth in the foregoing clauses (a) through (d), and upon satisfaction (or waiver by the Administrative Agent) of such conditions, the Credit Documentation (including the Waiver) shall be effective and any funding requested to repay outstanding indebtedness under the Existing Credit Agreement (if applicable) and for payment of any person signing this Addendum No. 3Accrued Company Expenses, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto in either case, on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date under the Credit Facility shall occur; provided that the Administrative Agent agrees that it shall not waive any such condition (and no such condition of the Commitment Letter shall be amended or at such modified) without the consent of the Merger Sub. Notwithstanding anything in this Commitment Letter, the Fee Letter or any other time specified agreement or other understanding concerning the Credit Facility to the contrary, GE Capital’s commitment herein shall not become effective unless and until the Acquisition Agreement shall have been executed by Parent, you and the LenderCompany.

Conditions Precedent. 12.1 The Lender’s agreement obligation of the Purchaser to consent to consummate the Borrowers’ requests referred to in Recital F hereof transactions herein contemplated is subject to the condition fulfilment of each of the following conditions precedent at the times stipulated: (a) that the Lender representations and warranties of the Vendor and the Principal contained herein are true and correct on and as at the Closing Date with the same force and effect as if such representations and warranties were made as at the Closing Date, except as may be in writing disclosed to and approved by the Purchaser; (b) that all the terms, covenants, conditions, agreements, and obligations hereunder on the part of the Vendor to be performed or complied with at or prior to the Closing Date, including in particular the Vendor's and the Principal's obligations to deliver the documents and instruments herein provided for in Clauses 13 and 14 respectively, have been performed and complied with as at the Closing Date; (c) that between the date hereof and the Closing Date no change, event, or circumstance has occurred which materially adversely affects the Business Assets or the prospects, operation, or condition of the Business or which, significantly reduces the value of the Business or the Business Assets to the Purchaser; (d) that between the date hereof and the Closing Date there has not been any substantial Loss, damage, or destruction, whether or not covered by insurance, to any of the Business Assets; (e) no legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Business Assets contemplated hereby; (f) that at the Closing Date, there shall have received been obtained from all appropriate national, state, municipal or other governmental or administrative bodies such licences, permits, consents, approvals, certificates, registrations and authorizations as are required to be obtained by the following Vendor to permit the change of ownership of the Business Assets contemplated hereby, and all notices, consents and approvals with respect to the transfer or assignment of the Material Contracts, including those described in Schedule "4" hereof have been obtained; (g) that at the Closing Date, there shall have been delivered to the Purchaser an opinion of Vendor's counsel in form and content satisfactory to Purchaser's counsel; (h) that at the Closing Date, the Vendor shall have given or obtained the notices, consents and approvals described in Schedule "11" - Consents, including the consent of Softech, Inc. to the transaction contemplated by this Agreement, in each case in form and substance satisfactory to the LenderPurchaser, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documentsacting reasonably; (i) payment that at the Closing Date, the Purchaser will have completed a due diligence review of the Vendor and the Business Assets to the Lender of Purchaser's satisfaction; (j) that at the Closing Date, the Vendor and the Principal will have executed and delivered, in a form satisfactory to the Purchaser: (i) a Non-Competition Agreement in the form attached as Schedule "13" - Non-Competition Agreement hereto; (ii) a Non-Solicitation Agreement in the form attached as Schedule "18" - Non-Solicitation Agreement hereto; (iii) a Confidentiality Agreement in the form attached as Schedule "19" - Confidentiality Agreement hereto; (iv) the Escrow Agreement in substantially the form attached as Schedule "21" - Escrow Agreement hereto; and (v) an amount of investment representation letter in substantially the fees of form attached as Schedule "25" hereto; (k) that at the Closing Date, an employment agreement and a non-competition agreement satisfactory to the Purchaser will have been executed by Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (jl) payment that at the Closing Date, a two year engineering consulting services agreement satisfactory to the Lender of an amount of the fees of the Bahamian counsel of the LenderPurchaser will have been executed by RPA; (km) payment that the Board of Directors of the Purchaser has approved the transactions contemplated herein; (n) that at the Closing Date, all necessary regulatory authorities have approved or consented to the Lender of an amount issuance of the fees Spectrum Shares and the Spectrum Warrants. The foregoing conditions of this Clause 12.1 are for the exclusive benefit of the British Virgin Islands counsel Purchaser and may be waived in whole or in part by the Purchaser at any time. If any of the Lenderconditions contained in this Clause 12.1 shall not be performed or fulfilled at or prior to the Closing Date to the satisfaction of the Purchaser, acting reasonably, the Purchaser, may, by notice to the Vendor, terminate this Agreement and the obligations of the Vendor and the Purchaser under this agreement, provided that the Purchaser may also bring an action pursuant to Clause 9.4 against the Vendor and the Principal for damages suffered by the Purchaser where the non-performance or non-fulfilment of the relevant condition is as a result of a breach of covenant, representation or warranty by the Vendor or the Principal. 12.2 The obligation of the Vendor to consummate the transactions herein contemplated is subject to the fulfilment of each of the following conditions precedent at the times stipulated: (a) that the representations and warranties of the Purchaser contained herein are true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties were made as at the Closing Date, except as may be in writing disclosed to and approved by the Vendor; (b) that all terms, covenants, conditions, agreements, and obligations hereunder on the part of the Purchaser to be performed or complied with at or prior to the Closing, including in particular the Purchaser's obligation to deliver the documents and instruments herein provided for in Clause 15, have been performed and complied with as at the Closing; (c) that at the Closing Date, there shall have been delivered to the Vendor an opinion of Purchaser's counsel in form and content satisfactory to Vendor's counsel that, inter alia: (i) the Purchaser is in good standing, (ii) the Agreement is not in conflict with the Purchaser's constating documents, (iii) the execution, delivery and performance of this Agreement has been authorized by all necessary corporate action, and (iv) the Spectrum Shares have been duly and validly created, authorized, allotted and issued as fully paid and non-assessable shares; and (le) evidence that at the Borrowers are in compliance with their obligations under Clause 19.22 Closing Date, all necessary authorities have approved or consented to the issuance of the Financial AgreementSpectrum Shares and the Spectrum Warrants. PROVIDED HOWEVER THAT The foregoing conditions of this Clause 12.2 are for the Lender exclusive benefit of the Vendor and may be waived in its absolute discretion consent to whole or in part by the Borrowers’ request referred to in Recital E hereof notwithstanding that all Vendor at any time. If any of the conditions specified contained in this Clause 5 have 12.2 shall not been be performed or fulfilled at or prior to the Closing Date to the satisfaction of the Vendor acting reasonably, the Vendor may, by notice to the Purchaser, terminate this Agreement and in the obligations of the Vendor and the Purchaser under this event Agreement, provided that the Borrowers hereby covenant Vendor may also bring an action pursuant to procure Clause 10.2 against the Purchaser for damages suffered by it where the non-performance or non-fulfilment of such conditions within ten (10) days after the Effective Date relevant condition is as a result of a breach of covenant, representation or at such other time specified a warranty by the LenderPurchaser.

Conditions Precedent. The Lender’s agreement to consent to Exercise of the Borrowers’ requests referred to in Recital F hereof Option during the Option Period is subject to satisfaction (or waiver, as permitted in writing by the condition that the Lender shall have received Purchaser) of the following in form conditions precedent: o completion of due diligence by TechGen on the Vendor and substance satisfactory the Assets to the Lenderreasonable satisfaction of TechGen (at their sole discretion); o TechGen providing written notice to Vendor that TechGen has completed an AC or RC single drill hole on the Tenements (completion of such drilling is at the sole discretion of TechGen and there is no prescribed minimum depth for the drill hole); o there being no breach of the Vendor warranties given by the Vendor; o the Parties (as applicable) obtaining all necessary regulatory and shareholder approvals pursuant to the ASX Listing Rules, the Corporations Act 2001 (Cth) and their constituent documents, to allow the Parties to lawfully complete the matters set out in the Option Agreement (if any); o the Vendor obtaining and securing appropriate access to the Tenements for the Purchaser for the purposes of the Purchaser undertaking due diligence, drilling and exploration; and o the Parties obtaining all respects other necessary third-party consents, assignments and approvals (including any necessary ministerial consents or approvals), (together, the Conditions Precedent). If the Conditions Precedent are not satisfied (or waived) on or before 5.00pm (WST) on the date that is the last day of the Option Period, TechGen may terminate the Option Agreement by notice in writing to the Vendor. • Obligations prior to 2 June 2010: (a) certificate of incumbency of each Borrower Settlement: During the Option Period, TechGen will, at its own cost, maintain the Tenements in full force and keep the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same Tenements in good standing and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence meet all outgoings in respect of the existence Tenements as and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that when they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lenderfall due.

Conditions Precedent. The Lender’s agreement to consent a. As conditions precedent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender initial Transaction, Buyers shall have received on or before the following day of such initial Transaction the following, in form and substance satisfactory to Buyers and duly executed by each party thereto (as applicable): (i) The Program Documents duly executed and delivered by the Lenderparties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) A certified copy of each Seller’s consents or corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in all respects on or prior connection with the Program Documents; (iii) An incumbency certificate of the secretaries of Sellers certifying the names, true signatures and titles of Sellers’ representatives duly authorized to 2 June 2010request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (iv) An opinion of Sellers’ counsel as to such matters as Buyers may reasonably request (including, without limitation, a corporate and enforceability opinion, a “repurchase agreement” opinion and a perfected security interest opinion) and in form and substance acceptable to Buyers; (v) A copy of the Underwriting Guidelines certified by an officer of NFI; (vi) The initial payment in respect of the Facility Fee Amount and the legal fees as set forth in the Pricing Side Letter; and (vii) Any other documents reasonably requested by Buyers. b. The obligation of Buyers to enter into each Transaction pursuant to this Agreement is subject to the following conditions precedent: (ai) certificate Buyers or their designee shall have received on or before the day of incumbency of each Borrower a Transaction with respect to such Purchased Assets (unless otherwise specified in this Agreement) the following, in form and substance satisfactory to Buyers and (if applicable) duly executed: (A) a Transaction Notice; (B) with respect to Loans, a Loan Schedule delivered pursuant to Section 4(a) and the Seanergy Holdings Guarantor signed related Trust Receipt with the Loan Schedule attached delivered by its secretary or a director thereof, stating, inter aliathe Custodian; (C) with respect to Purchased Securities, the officers and/or directors definitive certificates representing ownership of same such Purchased Asset in the name of the related Buyer shall be delivered to the related Buyer or with respect to any book entry Purchased Security, evidence that such Purchased Securities have been registered in the related Buyer’s name through The Depository Trust Company and that no amendment has been effected any required Control Agreement, and the related Purchased Security Information shall be delivered to its Articles Buyers; (D) with respect to the Eligible Stock, (i) the Stock Summary, to the extent not previously provided (unless previously returned to any Seller), (ii) the Transfer Documents, to the extent not previously provided (unless previously returned to any Seller), and an opinion of Incorporation and By-Lawscounsel satisfactory to the Buyer, to the extent not previously provided, as to the case may be, from formation and existence and the date bankruptcy remoteness of the Financial Agreement until related Eligible Entity and as to the attachment and perfection of the security interest in favor of the Buyer in the Eligible Stock, and (iii) the related Trust Receipt with the REO Property Schedule attached delivered by the Custodian; (E) Such certificates, customary opinions of counsel or other documents as Buyers may reasonably request, provided that such opinions of counsel shall not be required routinely in connection with each Transaction but shall only be required from time to time as deemed necessary by Buyers in their commercially reasonable judgment; (F) A copy of the Underwriting Guidelines to the extent such guidelines have been amended; (G) All accrued, but unpaid, payments in respect of the Facility Fee Amount; and (H) A completed and duly executed Seller’s Release and/or Warehouse Lender’s Release for such Purchased Assets, as applicable. (ii) No Default or Event of Default shall have occurred and be continuing. (iii) Buyers shall not have reasonably determined that a change in any requirement of law or in the interpretation or administration of any requirement of law applicable to Buyers has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions with a Pricing Rate based on LIBOR unless the relevant Seller shall have elected pursuant to Section 15(b) hereof that the Pricing Rate for all Transactions be based upon the Prime Rate. (iv) All representations and warranties in the Program Documents shall be true and correct on the date of such certificateTransaction. (v) The then aggregate outstanding Purchase Price for all Purchased Assets and advances outstanding under the Loan Advance Facility, or advising when added to the Purchase Price for the requested Transaction, shall not exceed the Maximum Aggregate Purchase Price. (vi) Satisfaction of any change thereto by attaching the relevant amendment conditions precedent to the certificate;initial Transaction as set forth in clause (a) of this Section 9 that were not satisfied prior to such initial Purchase Date. (bvii) certificate or other evidence The Purchase Price for the requested Transaction shall not be less than $5,000,000 in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated any one Business Day, provided that such minimum shall not more than fifteen (15) days before the date of this Addendum No. 3;apply to Wet-Ink Mortgage Loans. (cviii) minutes Buyers shall have determined that all actions necessary or, in the opinion of meeting of Buyer, desirable to maintain the directors related Buyer’s perfected interest in the Purchased Assets and shareholdersother Collateral have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1. (ix) Sellers shall have paid to Buyers any fees or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and expenses owed to Buyers. (x) Buyers or their designee shall have received any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party;reasonably requested by Buyers. (dxi) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as Such Transaction when added to all other Transactions previously entered into on such aspects of law as the Lender Business Day shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; not exceed four (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.4)

Conditions Precedent. The Lender’s agreement obligation of the Lender to consent make available the Facility to the Borrowers’ requests referred to in Recital F hereof Borrower hereunder is subject conditional upon: (a) The Borrower having furnished to the condition that Lender, prior to the Lender shall have received First Drawdown Date, the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment Certified true copy of the Borrower’s Certificate of Incorporation, Certificate of Incorporation on Change of Name (if any), Certificate of Incumbency, Certificate of Good Standing and updated Memorandum and Articles of Association (or applicable constitutional documents); (ii) Certified true copy of the resolutions (with copy list of specimen signature(s) of authorised signatory(ies) enclosed thereon) duly passed at a duly convened and held meeting of the Board of Directors of the Borrower evidencing (i) the approval of the Facility, (ii) the acceptance of the terms and conditions of this Facility Letter to which the Borrower is a party and (iii) the authorization of appropriate officer(s) to countersign this Facility Letter and to sign on behalf of the Borrower all confirmations, notice of drawing and other notices, requests or other communications required to be made and given to the Lender of an amount of hereunder or otherwise in connection with the fees of the Facility; ▇▇▇▇▇▇▇▇.▇▇▇ Islands counsel Limited (iii) The duplicate of this Facility Letter duly signed by the authorised signatory(ies) of the LenderBorrower; (jiv) payment to the Lender Copy of an amount Hong Kong Identity Card or passport of each of the fees officers of the Bahamian counsel of Borrower authorised to sign the Lenderdocuments as referred to in sub- paragraphs (ii) and (iii) hereinabove; (kv) payment to Process Agent Appointment Letter duly signed by the Lender of an amount of the fees of the British Virgin Islands counsel of the LenderProcess Agent (as hereinafter defined in Paragraph (27) below); and (lvi) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT Such other documents and conditions as the Lender may in its absolute discretion consent request or prescribe. (b) The Lender being satisfied with the corporate power and legal capacity of the Borrower to enter into the Borrowers’ request documents as referred to in Recital E hereof notwithstanding that all sub-paragraphs (a)(iii) hereinabove and for this purpose, the conditions specified Lender may require legal opinions or such other documents relating to any of the matters contemplated herein to be provided in this Clause 5 have not been fulfilled form and substance satisfactory to the Lender at the expense of the Borrower. (c) There being no material adverse change in the financial market condition and in this event the Borrowers hereby covenant to procure financial condition of the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderBorrower.

Conditions Precedent. The Lender’s agreement to consent to This Agreement shall be effective on the Borrowers’ requests referred to in Recital F hereof is Closing Date subject to the condition that the Lender shall have received satisfaction of the following conditions precedent on or prior to such date: (a) Execution and delivery of the Escrow Agreement, in form and substance satisfactory to the LenderAdministrative Agent, and satisfactory evidence that the conditions precedent to consummation of the Merger Transaction (other than payment of amounts to be paid by Borrower in all respects on connection therewith) have been (or prior to 2 June 2010: (a) certificate contemporaneously with the payment of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, amounts from the date escrow account established pursuant to the Escrow Agreement, will be) consummated consistent with the material terms of the Financial Agreement until Merger and Redemption Agreement, with no material amendments or waivers not consented to by the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate;Arranger. (b) certificate Satisfactory evidence that (i) all amounts (other than fees and expenses which shall be paid) owing by Hydrocarbon under the Hydrocarbon Credit Agreement have been (or contemporaneously with the initial funding under this Agreement, will be) fully repaid and any outstanding letters of credit thereunder have been either cash collateralized or deemed to have been issued under this Agreement and all commitments thereunder have been terminated and all liens securing obligations thereunder have been released, and (ii) all amounts (other evidence than fees and expenses which shall be paid) owing by Opco under the Opco Credit Agreement have been (or contemporaneously with the initial funding under this Agreement, will be) fully repaid and any outstanding letters of credit thereunder have been either cash collateralized or deemed to have been issued under this Agreement and all commitments thereunder have been terminated and all liens securing obligations thereunder have been released, in respect of each case in form and substance satisfactory to the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3;Administrative Agent. (c) minutes of meeting The Administrative Agent’s receipt of the directors following, each of which shall be originals or facsimiles (followed promptly by originals) and shareholdersunless otherwise specified, or resolutions each properly executed by an authorized officer of the directors signing Loan Party or other Person party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date), and shareholders each in form and substance satisfactory to the Arranger, Administrative Agent and the Lenders: (i) executed counterparts of this Agreement, the Guaranty, the Security Agreements, the Mortgages and all other Collateral Documents, as deemed advisable by the Administrative Agent or its counsel, each dated as of the Closing Date; provided, however, the security interests granted in certain Collateral may be perfected up to 30 days after the Closing Date, with such additional extensions of time thereafter as may be granted by the Administrative Agent in its reasonable discretion; (ii) Notes executed by the Borrower in favor of each Borrower at which there was approved Lender requesting such Notes, each Revolver Note in a principal amount equal to such Revolver Lender’s Revolver Commitment, each Term Note in a principal amount equal to such Term Lender’s Term Loan Commitment, and each Note dated as of the entry into execution delivery Closing Date; (iii) such certificates of resolutions or other action and performance incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Addendum No. 3, Agreement and the Supplemental Security other Loan Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower such Loan Party is a party; (div) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, and in good standing in the jurisdiction of its organization; (v) a certificate signed by a Responsible Officer of the due authority Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all material respects on and as of the Closing Date, (B) that no default or event of default had occurred and was continuing under the Opco Credit Agreement as of the Closing Date, (C) that no default or event of default had occurred and was continuing under the Hydrocarbon Credit Agreement as of the Closing Date, (D) that no Default or Event of Default has occurred and is continuing under this Agreement as of the Closing Date after giving effect to the initial Credit Extension hereunder, (E) there has not occurred any person signing this Addendum No. 3event, circumstance or condition that (i) is or could reasonably be expected to be material and adverse to the financial position, results of operations, business or assets of Hydrocarbon and its Subsidiaries, taken as a whole, or Borrower and its Subsidiaries, taken as a whole, or (ii) materially impairs or could reasonably be expected to materially impair the ability of Hydrocarbon or Borrower to perform its respective obligations under the Merger and Redemption Agreement or otherwise materially threaten or materially impede the consummation of the Merger Transaction; provided, however, that the foregoing shall not be deemed to include the impact of (w) circumstances generally affecting Persons engaged in the gathering, processing or fractionation of natural gas, (x) the natural gas pipeline, treating and processing industry generally (including the price of natural gas and the cost associated with the drilling and/or production of natural gas), (y) any general market, economic, financial or political conditions in the United States, or outbreak of hostilities or war, or (z) the effects of the Merger Transaction and compliance by either the Borrower or Hydrocarbon with the provisions of the Merger and Redemption Agreement on the financial position, results of operations, business or assets of either such party and its subsidiaries, so long as, in the case of clauses (w), (x) or (y), the Supplemental Security impact on the Borrower or Hydrocarbon is not disproportionately adverse as compared to others in the industry, (F) that as of the Closing Date there are no material environmental or material legal issues affecting any Loan Party or any of the Collateral, (G) all necessary governmental, equity holder and third party consents and approvals necessary or required for the consummation of the Merger Transaction have been obtained and all applicable waiting periods, including under the HSR Act, have expired or terminated without any action being taken by any Governmental Authority, equity holder or third party that could restrain, prevent or impose any material adverse conditions on Borrower or any of its Subsidiaries or that could seek or threaten any of the foregoing, (H) all necessary governmental and third party approvals necessary or required for any Loan Party to enter into this Agreement or any of the Loan Documents has been obtained, (I) except as previously disclosed by the Borrower in writing, there is no litigation, investigation or proceeding known to and affecting the General Partner, Borrower or any other documents executed Loan Party for which the Borrower is required to give notice pursuant hereto to Section 6.03(c) (or, if there is any such litigation, investigation or thereto on behalf proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of each the certificate given pursuant to this clause (v)), and (J) that no action, suit, investigation or proceeding is pending or to his knowledge, threatened in any court or before any arbitrator or Governmental Authority by or against the General Partner, the Borrower or any of their respective properties, that (y) could reasonably be expected to materially and adversely affect the Borrower and the Seanergy Holdings Guarantor; Guarantors, taken as a whole, or (ez) seeks to affect or pertains to any transaction contemplated hereby or the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees ability of the Greek and English legal advisors of Borrower or any Guarantor to perform its obligations under the Lender in respect of this Addendum No. 3 and the Supplemental Security Loan Documents; (ivi) payment a certificate of a Responsible Officer (a) of the Borrower demonstrating compliance with all financial covenants on a pro forma basis for the quarter ended December 31, 2007 and (b) of the Borrower as to the Lender satisfaction of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.Section 4.01

Conditions Precedent. The Lender’s agreement effectiveness of this Agreement, including without limitation, the increases of the Revolving Commitments and the Term Facility 2 Commitments under Section 1 above, the making of the Additional Term Facility 1 Loans pursuant to consent to Section 2 above and the Borrowers’ requests referred to in Recital F hereof consents provided under Section 3 above, is subject to receipt by the condition that Administrative Agent of each of the Lender shall have received the following following, each in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010Administrative Agent: (a) certificate a counterpart of incumbency of this Agreement duly executed by the Borrower, the Parent, the Administrative Agent, each Borrower New Lender and the Seanergy Holdings Guarantor signed Requisite Lenders; (b) Revolving Notes executed by the Borrower, payable to each New Lender increasing its secretary or Revolving Commitment (other than any such New Lender that has notified the Administrative Agent that it does not wish to receive a director thereofRevolving Note) in the amount of such New Lender’s “Revolving Commitment Amount” as set forth on Schedule I hereto; (c) Term Notes executed by the Borrower, stating, inter alia, payable to each New Lender providing an Additional Term Facility 1 Loan and/or Term Loan Facility 2 Commitment (other than any such New Lender that has notified the officers Administrative Agent that it does not wish to receive a Term Note) in the amount of such New Lender’s “Additional Term Facility 1 Loans” as set forth on Schedule I hereto and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Lawssuch New Lender’s “Term Loan Facility 2 Commitment Amount” as set forth on Schedule I hereto, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence copies certified by the Secretary or Assistant Secretary of all limited liability, corporate, partnership or other necessary action taken by the due authority of any person signing this Addendum No. 3Borrower, the Supplemental Security Documents Parent and any other documents executed pursuant hereto or thereto on behalf of each Borrower Guarantor to authorize such increase in the Revolving Commitments, increase in Term Loan Facility 2 Commitments and the Seanergy Holdings GuarantorAdditional Term Facility 1 Loans or the guaranty thereof; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service an opinion of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the Vaisey ▇▇▇▇▇▇▇▇▇ Islands & ▇▇▇▇▇▇▇▇ PLLC, counsel of to the LenderBorrower, the Parent and the other Loan Parties, if any, addressed to the Administrative Agent and the Lenders and covering the matters reasonably requested by the Administrative Agent; (jf) payment evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and each New Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lenderhave been paid; and (lg) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by documents, instruments and agreements as the LenderAdministrative Agent may reasonably request.

Conditions Precedent. The Lender’s agreement A. Acquiror's obligation to consent to acquire the Borrowers’ requests referred to in Recital F hereof is subject to Properties at the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower Closing and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, Additional Property at the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-LawsAdditional Closing, as the case may be, from shall be subject to and contingent upon the date following conditions precedent with respect to the Properties or the Additional Property, as the case may be, any or all of which Acquiror may waive only by a notice delivered in accordance with Section 15G: (i) Acquiror shall have received an Owner's Title Insurance Policy (or marked-up commitment therefor) insuring fee simple title to each of the Financial Agreement until Properties or the date of such certificateAdditional Property, as the case may be, in Acquiror (or advising of any change thereto Acquiror's designee, if applicable) in amounts reasonably satisfactory to Acquiror and subject only to Permitted Exceptions, and otherwise in the form and condition required by attaching the relevant amendment to the certificate;this Agreement. (bii) certificate or other evidence Contributor shall have obtained and delivered to Acquiror original executed tenant estoppel certificates (the "Tenant Estoppel Certificates") in respect substantially the form of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor Exhibit I attached hereto, dated not more than fifteen thirty (1530) days before Closing or the date Additional Closing, as the case may be, and executed by tenants under Leases leasing space producing not less than ninety-five percent (95%) of this Addendum Nothe total aggregate gross rental income for all of the Properties or the Additional Property, as the case may be, including, without limitation, those particular tenants listed in Exhibit J attached hereto ("Required Estoppel Tenants"). 3;Contributor shall use its reasonable, good faith and diligent efforts to obtain the Tenant Estoppel Certificates. To the extent that the Tenant Estoppel Certificate obtained from a tenant contains less than all of the Exhibit I information, or to the extent that, after satisfying the above condition, Contributor is unable to obtain Tenant Estoppel Certificates from all of the remaining tenants, then, at Closing or the Additional Closing, as the case may be, Contributor shall execute a Tenant Estoppel Certificate with respect to those Leases for which no or an insufficient Tenant Estoppel Certificate has been obtained (provided that in the case of an insufficient Tenant Estoppel Certificate the certification from Contributor shall be limited to the insufficient matters). With respect to tenants who have signed Leases but not yet taken occupancy, the Tenant Estoppel Certificate shall appropriately identify the full and complete Lease but will omit certifications that are inappropriate. (ciii) minutes The termination, on or before the Closing Date or Additional Closing Date, as the case may be, of meeting all of the directors Service Contracts that Acquiror has reasonably determined are unacceptable to it and shareholdersthat Acquiror has elected to terminate by written notice given to Contributor prior to the expiration of the Inspection Period. (iv) The representations and warranties made by Contributor in this Agreement shall be true and correct in all material respects on the Closing Date or the Additional Closing Date, as the case may be, as if made on such date. (v) The delivery by Contributor of all documents (executed by parties other than Acquiror, where required) required under Section 6B(i). (vi) Other than the Permitted Existing Indebtedness and Existing Mortgages, all liens or encumbrances of a definite or ascertainable amount on or related to the Properties or the Additional Property shall be paid off by Contributor and removed from such Property or Additional Property. (vii) The terms of the Permitted Existing Indebtedness shall have been restructured to reflect the terms set forth on Schedule 3D attached to this Agreement. (viii) The delivery of all necessary consents and approvals of lenders under the Permitted Existing Indebtedness to be assumed by Acquiror, and the consents and approvals set forth on Schedule 11A(viii) to this Agreement. (ix) For the Additional Property only, the issuance of Certificate of completion from the Agency (as defined below) as required by Section 5(e) of the Project Agreement, dated December 12, 1997, between the city Indianapolis, Department of Metropolitan Development (the "Agency") and COB Associates, LLC. (x) Contributor not being otherwise in default of its obligations under this Agreement. B. If the condition precedent set forth in Section 11A(i) is not satisfied or waived on or prior to the Closing Date or the Additional Closing Date, as the case may be, Acquiror shall have the rights and remedies set forth in Section 5C. If any of the conditions precedent set forth in Section 11A(ii) is not satisfied or waived on or prior to the Closing Date or the Additional Closing Date, as the case may be, Acquiror shall have the right to terminate this Agreement upon written notice to Contributor, or resolutions of to terminate this Agreement upon written notice to Contributor as it relates to any Property or the directors Additional Property for which such condition is unsatisfied, and shareholders of each Borrower at in which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender event Escrowee shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of immediately return the ▇▇▇▇▇▇▇ Money (allocable portion thereof) to Acquiror and this Agreement, or this Agreement as it relates to such Property or the Additional Property, as the case may be, without further action of the parties, shall become null and void and neither party shall have any further rights or obligations under this Agreement, or under this Agreement as it relates to such Property or the Additional Property, as the case may be, except with respect to the Surviving Indemnities. If any of the conditions precedent set forth in Sections 11A(iii), (iv), (v), (vi), (vii), (viii) (ix) and (x), is not satisfied or waived on or prior to the Closing Date or the Additional Closing Date, as the case may be, then Acquiror shall have the rights and remedies provided in Section 13B. C. Contributor's obligation to contribute and convey the Properties at the Closing and the Additional Property at the Additional Closing shall be subject to and contingent upon the following conditions precedent with respect to the Properties or the Additional Property, as the case may be, any or all of which Contributor may waive by a notice delivered in accordance with Section 15G: (i) The representations and warranties made by Acquiror in this Agreement shall be true and correct in all material respects on the Closing Date or Additional Closing Date, as the case may be, as if made on such date. (ii) The delivery by Acquiror of all documents (executed by Acquiror, where required) required under Section 6B(ii). (iii) Acquiror not being otherwise in default of its obligations under this Agreement. (iv) Acquiror agrees to take the Properties and Additional Property subject to the Permitted Existing Indebtedness. If any of the conditions precedent set forth in Sections 11C(i), (ii) and (iii) is not satisfied or waived on or prior to the Closing Date or the Additional Closing Date, as the case may be, then Contributor shall have the rights and remedies provided in Section 13A. If any of the conditions precedent set forth in Section 11C(iv) is not satisfied or waived on or prior to the Closing Date or the Additional Closing Date, as the case may be, Contributor shall have the right to terminate this Agreement upon written notice to Acquiror and in which event Escrowee shall immediately return the ▇▇▇▇▇▇▇ Islands counsel Money to Acquiror and this Agreement, without further action of the Lender; (j) payment parties, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderSurviving Indemnities.

Conditions Precedent. The Lender’s agreement to consent (a) As conditions precedent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender initial Transaction, Purchaser shall have received on or before the following day of such initial Transaction the following, in form and substance satisfactory to Purchaser and duly executed by each party thereto (as applicable): (i) Each of the LenderProgram Documents duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) Certificates of an officer of each of Seller and Guarantor attaching certified copies of Seller’s and Guarantor’s respective consents or charter, bylaws and corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (iii) Certified copies of good standing certificates from the jurisdictions of organization of each of Seller and Guarantor, dated as of no earlier than the date which is ten (10) Business Days prior to the Purchase Date with respect to the initial Transaction hereunder; (iv) An incumbency certificate of the secretary of each of Seller and Guarantor certifying the names, true signatures and titles of Seller’s and Guarantor’s respective representatives who are duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (v) An opinion of Seller’s counsel as to such matters as Purchaser may reasonably request (including, without limitation, with respect to Purchaser’s first priority lien on and perfected security interest in the Purchased Assets, a no material litigation, non-contravention, enforceability and corporate opinion with respect to Seller, an opinion with respect to the inapplicability of the Investment Company Act of 1940 to Seller and the Guarantor, an opinion that this Agreement constitutes a “repurchase agreement” and a “securities contract” within the meaning of the Bankruptcy Code and an opinion that no Transaction constitutes an avoidable transfer under Section 546(f) of the Bankruptcy Code, each in form and substance acceptable to Purchaser); (vi) Seller shall have provided evidence of all material licenses necessary to conduct business as now being conducted and as proposed to be conducted under this Agreement; (vii) A copy of the insurance policies required by Section 14(q) of this Agreement; (viii) Purchaser and/or Agent shall have completed the due diligence review of the loan files and Servicing File for the Eligible Mortgage Loans that are to be subject to such Transaction pursuant to Section 36, and such review shall be satisfactory to Purchaser and Agent in their sole discretion; (ix) Evidence that all other actions necessary to perfect and protect Purchaser’s interest in the Purchased Assets have been taken, including, without limitation, the establishment of the Collection Account, and duly prepared for filing Uniform Commercial Code financing statements acceptable to Purchaser and covering the Purchased Assets on Form UCC1; (x) Seller shall have provided evidence, satisfactory to Purchaser and Agent, that Servicer’s Approvals are in good standing; (xi) Seller shall have provided evidence (including the Account Number) that it has established the Collection Account; and (xii) Any other documents reasonably requested by Purchaser or Agent. (b) The Purchaser may, in all respects on or prior its sole discretion, enter into a Transaction pursuant to 2 June 2010this Agreement if following conditions precedent have been satisfied: (ai) certificate Purchaser or its designee shall have received on or before the Purchase Date with respect to Eligible Mortgage Loans that are to be the subject of incumbency such Transaction (unless otherwise specified in this Agreement) the following, in form and substance satisfactory to Purchaser and (if applicable) duly executed: (A) Seller shall have paid to Purchaser and Purchaser shall have received all accrued and unpaid fees and expenses owed to Purchaser pursuant to Section 23 in immediately available funds, and without deduction, set-off or counterclaim; (B) The Transaction Notice and Seller Mortgage Loan Schedule with respect to such Purchased Assets, delivered pursuant to Section 3(c); (C) Such certificates, customary opinions of counsel or other documents as Purchaser may reasonably request, provided that such opinions of counsel shall not be required routinely in connection with each Borrower Transaction but shall only be required from time to time as deemed necessary by Purchaser in its commercially reasonable judgment; (D) Purchaser has received and approved the MLPA and the Seanergy Holdings Guarantor signed Servicing Agreement; (E) An original trust receipt executed by the Custodian without exceptions; (F) Such other certifications of Custodian as are required under the Custodial Agreement; and (G) a duly executed Warehouse Lender’s Release from any Warehouse Lender (including any party that has a precautionary security interest in a Mortgage Loan) having a security interest in any Mortgage Loans, substantially in the form of Exhibit E, addressed to Purchaser, releasing any and all of its secretary right, title and interest in, to and under such Mortgage Loan (including, without limitation, any security interest that such secured party or secured party’s agent may have by virtue of its possession, custody or control thereof) and, to the extent applicable, Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan. (ii) No Default or Event of Default shall have occurred and be continuing; (iii) Purchaser shall not have reasonably determined that the introduction of or a director thereofchange in any Requirement of Law or in the interpretation or administration of any requirement of law applicable to Purchaser has made it unlawful, statingand no Governmental Authority shall have asserted that it is unlawful, inter alia, for Purchaser to enter into Transactions with the officers and/or directors of same applicable Pricing Rate; (iv) All representations and that no amendment has been effected to its Articles of Incorporation warranties in the Program Documents shall be true and By-Laws, as the case may be, from the date of the Financial Agreement until correct on the date of such certificateTransaction and Seller is in compliance with the terms and conditions of the Program Documents, or advising of any change thereto other than as may be expressly waived by attaching the relevant amendment to the certificatePurchaser; (v) The then Aggregate MRA Purchase Price when added to the Purchase Price for the requested Transaction, shall not exceed the lesser of (a) the Maximum Aggregate Purchase Price and (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3Asset Base; (cvi) minutes [RESERVED]; (vii) Satisfaction of meeting of any conditions precedent to the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance initial Transaction as set forth in clause (a) of this Addendum No. 3, Section 10 that were not satisfied prior to such initial Purchase Date; (viii) Purchaser shall have determined that all actions necessary to maintain Purchaser’s perfected security interest in the Supplemental Security Documents and Purchased Assets have been taken; (ix) Purchaser or their designee shall have received any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed reasonably requested by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the LenderPurchaser; and (lx) evidence There is no Margin Deficit at the time immediately prior to entering into a new Transaction (other than a Margin Deficit that will be cured contemporaneous with such Transaction in accordance with the Borrowers are in compliance with their obligations under Clause 19.22 provisions of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderSection 7 hereof).

Conditions Precedent. The LenderThis Sublease and Sublessor’s agreement and Sublessee’s obligations hereunder are conditioned upon the written consent of Master Lessor. Unless waived by Sublessee and, as to subpart (iv), Sublessor in writing (which waiver shall be deemed to have been made upon Sublessee’s and Sublessor’s execution of Master Lessor’s consent form), such consent shall provide that (i) Sublessee shall be permitted to use the Hazardous Materials specifically listed on the Environmental Questionnaire completed by Sublessee as attached hereto as Exhibit D (as the same may be updated from time to time as permitted in Section 5.3 of the Master Lease), (ii) the terms of Section 10.5 of the Master Lease (Mutual Waiver of Subrogation) shall also apply as between Master Lessor and Sublessee, (iii) the terms of Section 14.8 of the Master Lease shall also apply to Sublessee such that an assignment or subletting of the Subleased Premises to a Permitted Transferee of Sublessee shall not be deemed a Transfer under the Master Lease so long as the conditions set forth in Section 14.8 of the Master Lease, as incorporated herein, are satisfied, (iv) Master Lessor approves of the Sublessee Changes pursuant to Paragraph 2.C of this Sublease and the restoration of such Sublessee Changes to the configuration shown in the February 22, 2016 Plans, and (v) without reducing or diminishing the signage rights of Sublessor under the Master Lease, Sublessee shall have the signage rights described in Section 23.1(i)-(iii) of the Master Lease. If Sublessor fails to obtain Master Lessor’s consent within thirty (30) days after execution of this Sublease by Sublessor, then Sublessor or Sublessee may terminate this Sublease by giving the other party written notice thereof, and Sublessor shall return to Sublessee its payment of the first month’s Rent paid by Sublessee pursuant to Paragraph 4 hereof and the Security Deposit. Sublessor shall pay all consent and review fees set forth in the Master Lease for Master Lessor’s consent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lendersubletting hereunder.

Conditions Precedent. The Lender’s agreement obligation of Lender to consent fund the initial Revolving Loan, the Term Loans and to issue or cause to be issued the Borrowers’ requests referred to in Recital F hereof initial Letter of Credit, if any, is subject to the condition that satisfaction or waiver on or before the date hereof of the following conditions precedent: (a) Lender shall have received each of the following agreements, opinions, reports, approvals, consents, certificates and other documents set forth on the closing document list attached hereto as Schedule 17(a) (the "CLOSING DOCUMENT LIST") in each case in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate Since July 1, 2004, no event shall have occurred which has had or other evidence could reasonably be expected to have a Material Adverse Effect on any Obligor, as determined by Lender in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3its sole discretion; (c) minutes Lender shall have received payment in full of meeting all fees and expenses payable to it by Borrowers or any other Person in connection with this Loan Agreement and any Other Agreement, on or before disbursement of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyinitial Loans hereunder; (d) evidence Lender shall have determined that immediately after giving effect to (A) the making of the due authority of any person signing this Addendum No. 3initial Loans, including without limitation the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower Term Loans and the Seanergy Holdings GuarantorRevolving Loans, if any, requested to be made on the date hereof, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the payment of all fees due upon such date and (D) the payment or reimbursement by Borrowers of Lender for all closing costs and expenses incurred in connection with the transactions contemplated hereby, Borrowers have Excess Availability of not less than One Million Dollars ($1,000,000); (e) Lender shall have received a certificate from each Borrower's chief executive officer or chief financial officer, pursuant to which such officer shall certify that in calculating the Supplemental Security Documents referred to Excess Availability described in Clause 4subsection 17(d) above, all duly executedtaxes which were due and owing and remained unpaid, delivered to and all accounts payable which were unpaid more than thirty (30) days after the Lender and where appropriate duly registered with due dates thereof as of the relevant authoritiesclose of business on the date of calculation of Excess Availability (excluding the Long Term St. Albans Payable), were treated as additional Revolving Loans outstanding on such date; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 Lender shall have received duly executed agreements establishing the Lock Box and elsewhere in the Supplemental Security Documents Lock Box Account with LaSalle Bank for the acceptance collection or servicing of any notice the Accounts and proceeds of service of process that they consent to such nominationthe Collateral; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 have completed Collateral examinations and received written appraisals, the Supplemental Security Documents results of which shall be satisfactory in form and any other documents executed pursuant thereto or heretosubstance to Lender, of the Accounts, Inventory, General Intangibles, Investment Property and Equipment of Borrowers, and all books and records in connection therewith; (h) payment There shall exist no default in any obligations or in compliance with any applicable legal requirement of any Borrower (other than those disclosed to Lender in writing on or prior to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of date hereof, including, but not limited to, defaults relating to the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security DocumentsLong Term St. Albans Payable); (i) payment Lender shall be satisfied with its due diligence review and investigation of the business and financial affairs of each Borrower and its management, and its pre-closing audit of Borrowers; (j) Lender shall have received the executed legal opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP in form and substance satisfactory to Lender (including, without limitation, enforceability and perfection issues with respect to the Collateral) and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Lender; (k) Lender shall have received landlord, processor or warehouseman agreements, as appropriate, satisfactory to Lender with respect to all premises leased by a Borrower or controlled by any of an amount their processors, suppliers or customers at which books and records, Inventory and Equipment are located; (l) Lender shall have received licensor consent letters satisfactory to Lender with respect to the trademarks licensed to Borrower pursuant to a license agreement; (m) Lender shall have received in form and substance satisfactory to Lender, certified copies of each Borrower's (i) casualty insurance policies, together with loss payable endorsements on Lender's standard form of loss payee endorsement naming Lender as lender loss payee, (ii) liability insurance policies, together with endorsements naming Lender as additional insured, (iii) key person life insurance policies on the fees life of the ▇▇▇ ▇▇▇▇▇▇▇▇ Islands counsel ▇▇▇▇, together with collateral assignments of such policies and each such policy shall be in an aggregate amount of at least $1,000,000, (iv) accounts receivable credit insurance policies, together with collateral assignments of such policies and loss payable endorsements on Lender's standard form of loss payee endorsement naming Lender as lender loss payee, and (v) certificates of insurance, in form and substance satisfactory to Lender, which reflect the coverage scope and limits of the aforementioned insurance policies and Lender's interest as loss payee, additional insured and assignee, as appropriate, with respect to such policies; (n) Each document (including, without limitation, any Uniform Commercial Code financing statement and filings with the United State Patent and Trademark Office or any similar state authority) required by this Loan Agreement, any Other Agreement or under law or reasonably requested by Lender to be filed, registered or recorded in order to create, in favor of Lender, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Lender shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; (i) No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against any Borrower or against the officers or directors of any Borrower (A) in connection with the Loan Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Lender, is deemed material or (B) which if adversely determined, could, in the reasonable opinion of Lender, have a Material Adverse Effect on such Borrower; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Borrower or the conduct of its business or inconsistent with the due consummation of the transactions contemplated by the Loan Documents shall have been issued by any Governmental Authority; (p) Lender shall have reviewed all material contracts of each Borrower including, without limitation, leases, union contracts, labor contracts, vendor supply contracts, license agreements and distributorship agreements and such contracts and agreements shall be satisfactory in all respects to Lender; (jq) payment Each Borrower shall be in material compliance with all applicable laws and regulations; (r) No Event of Default shall exist; (s) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Loan Agreement shall be satisfactory in form and substance to the Lender of an amount and its counsel; (t) Lender shall have received and reviewed updated financial projections of the fees Borrowers based on the Borrowers' new capital structure, together with financial projections for the second and third years of the Bahamian counsel of the Term, calculated on an annual basis, and such financial statements and projections shall be in form and substance satisfactory to Lender; (ku) payment to the Lender of an amount shall have received and reviewed copies of the fees loan documents relating to indebtedness of the British Virgin Islands counsel Borrowers remaining after the date of the initial disbursement of the Loans, including, but not limited to, the executed UPS Debt Documents and Intercreditor Documents, all of which shall be in form and substance satisfactory to Lender; (v) Lender shall be satisfied with the results of its investigations, verifications and creditworthiness inquiries of Borrowers' customers and suppliers; (w) Lender shall have received evidence that Borrowers have established their primary operating accounts with LaSalle Bank and entered into agreements with LaSalle Bank for the provisions of standard cash management services; (x) Lender shall have received the St. Albans LC; and (ly) Lender shall have received evidence from Borrowers, including without limitation a certification from the President of Borrowers, that (i) inter-company indebtedness' in the Borrowers are in compliance with their obligations under Clause 19.22 approximate amount of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent $8,889,947 due from ▇▇▇▇▇▇▇ Vermont to ▇▇▇▇▇▇▇ has been contributed to the Borrowers’ request referred capital of ▇▇▇▇▇▇▇ Vermont by ▇▇▇▇▇▇▇, such that there exists no outstanding inter-company indebtedness due from ▇▇▇▇▇▇▇ Vermont to ▇▇▇▇▇▇▇, other than ordinary course monthly obligations in Recital E hereof notwithstanding that connection with the rendering of certain general and administrative services by ▇▇▇▇▇▇▇ for ▇▇▇▇▇▇▇ Vermont, and (ii) ▇▇▇▇▇▇▇ Farms of Heuvelton, Inc., a wholly owned inactive subsidiary of ▇▇▇▇▇▇▇, has been merged with and into ▇▇▇▇▇▇▇, with ▇▇▇▇▇▇▇ as the surviving corporation. (z) The Obligors shall have executed and delivered to Lender all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by documents, instruments and agreements, which Lender determines are reasonably necessary to consummate the Lendertransactions contemplated hereby.

Conditions Precedent. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled: (a) The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender Administrative Agent shall have received each of the following following, in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010Administrative Agent: (ai) certificate counterparts of incumbency of this Amendment executed by each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateparties hereto; (bii) certificate or other evidence in respect a Compliance Certificate dated as of the existence and good standing date hereof for the Borrower’s fiscal quarter ending December 31, 2017 signed by the chief executive officer, chief financial officer or treasurer of each the Borrower; (iii) a certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value as of the date hereof; (iv) the articles of incorporation of the Borrower and the Seanergy Holdings Guarantor dated certified as of a date not more earlier than fifteen (15) days before prior to the date of this Addendum No. 3hereof by the Maryland; (cv) minutes a certificate of meeting good standing with respect to the Borrower issued as of a date not earlier than fifteen (15) days prior to the date hereof by the Secretary of State of Maryland; (vi) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the directors and shareholders, or resolutions Borrower of the directors by-laws of the Borrower (except that, if any such document delivered to the Administrative Agent pursuant to the Loan Agreement has not been modified or amended since the Closing Date and shareholders remains in full force and effect, a certificate so stating may be delivered in lieu of each delivery of another copy of such document); (vii) such evidence as Administrative Agent may reasonably require to verify that Borrower at which there was approved has taken all necessary corporate action to authorize the entry into execution execution, delivery and performance of this Addendum No. 3Amendment; (viii) evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including, without limitation, the Supplemental Security fees and expenses of counsel to the Administrative Agent, have been paid; and (ix) copy of the duly executed Existing KB/WF Agreement. (b) In the good faith and reasonable judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower most recently delivered to the Administrative Agent and the Lenders prior to the date hereof that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower to fulfill its obligations under this Amendment and the Loan Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower it is a party; (diii) evidence of the due authority Borrower shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any person signing this Addendum No. 3default under, conflict with or violation of (A) any applicable law or (B) any material agreement, document or instrument to which the Supplemental Security Documents and any other documents executed pursuant hereto Borrower is a party or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto which it or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lenderits respective properties is bound; and (liv) evidence that the Borrowers are Borrower shall have provided all information requested by the Administrative Agent and each Lender in compliance order to comply with their obligations under Clause 19.22 applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. The Administrative Agent shall notify in writing the Borrower and the Lenders of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in effectiveness of this Clause 5 have not been fulfilled Amendment, and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lendernotice shall be conclusive and binding.

Conditions Precedent. The Lender’s agreement to consent to effectiveness of this Amendment shall be conditioned upon the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender shall have received satisfaction of the following conditions precedent: (a) Receipt by the Administrative Agent of all of the following, each properly executed by an authorized officer of each party thereto and dated as of the date hereof and each in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010Administrative Agent: (ai) certificate Counterparts of incumbency of each Borrower and the Seanergy Holdings Guarantor signed this Amendment executed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateall parties hereto; (bii) certificate or other evidence in respect Written consent of the Subsidiary Guarantors in the form of Exhibit A to this Amendment; (iii) the Security Agreement executed by Borrower and its Subsidiaries (other than Exempt Subsidiaries); (iv) the Pledge Agreement executed by Borrower and Wild Oats Financial, Inc.; (v) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto, endorsed in blank; (vi) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries (other than Exempt Subsidiaries) with respect to the Collateral Documents as the Administrative Agent may reasonably request; (vii) to the extent the form thereof shall have been provided to Borrower by the Administrative Agent, a Leasehold Mortgage executed by Borrower or any applicable Subsidiary with respect to any of the real Property locations identified on Annex 16 attached hereto as the "Restructure Date Leasehold Mortgage Locations", in each case, appropriately notarized and otherwise in form suitable for recordation with the appropriate Governmental Agency; (viii) Landlord Consents pertaining to each of the real Property locations identified on Annex 16 attached hereto as the "Restructure Date Leasehold Mortgage Locations" from the owners/lessors of such real Property locations; (ix) a general release executed by each of Borrower's Subsidiaries in form substantially similar to the provisions of Section 59 hereof; (x) with respect to Borrower and each of its Subsidiaries (other than Exempt Subsidiaries), such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each Borrower and such Subsidiaries, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Seanergy Holdings Guarantor dated not more than fifteen (15) days before Loan Documents to which they are a Party, the date identity, authority and capacity of this Addendum No. 3each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing, certificates of corporate resolutions, incumbency certificates, and the like; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (dxi) evidence of the due authority of any person signing this Addendum No. 3insurance policies required by Section 5.4 (as amended hereby), together with such endorsements as are necessary to show the Supplemental Security Documents Administrative Agent as sole loss payee and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantoran additional insured, as applicable, thereunder; (exii) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender Certificate signed by a Responsible Official of Borrower certifying that attached thereto is a true and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service correct copy of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees each of the ▇▇▇▇▇▇▇▇▇/▇▇▇▇ Islands counsel of the LenderLoan Documents; (jxiii) payment written legal opinions of (A) ▇▇▇▇▇ ▇▇▇▇▇, general counsel to Borrower, and (B) Holme ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to Borrower, substantially in the Lender forms of an amount Annex 17 and Annex 18 hereto, respectively, together with copies of the fees of the Bahamian all factual certificates and legal opinions, if any, delivered to either such counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands in connection with either such opinion upon which either such counsel of the Lenderhas relied; and (lxiv) evidence that such other assurances, certificates, documents or consents as the Borrowers are in compliance with their obligations under Clause 19.22 Administrative Agent or the Requisite Lenders reasonably may require, as may be notified to Borrower at least two (2) Banking Days prior to the Restructure Date. (b) Receipt by the Administrative Agent, for the ratable accounts of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent Lenders party to the Borrowers’ request referred Credit Agreement on the Restructure Date pro rata according to their Pro Rata Share of the Commitments, of a restructure/amendment fee in Recital E hereof notwithstanding that the amount of $625,000. The foregoing fee paid to each Lender is solely for its account and is non-refundable. (c) Borrower shall have paid to the Administrative Agent the agency fees payable pursuant to Section 3.4 (as amended hereby). (d) Borrower shall have paid to the Administrative Agent, for the accounts of the Administrative Agent and the Lenders, as applicable, an amount necessary to reimburse the Administrative Agent and the Lenders for all legal fees (including reasonable outside counsel fees and the conditions specified reasonably allocated costs of in-house counsel for the Administrative Agent) incurred in this Clause 5 have not been fulfilled and connection with the restructure of the credit facilities provided to Borrower pursuant to the Credit Agreement in this event the Borrowers hereby covenant amount invoiced to procure Borrower on or before the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderRestructure Date.

Conditions Precedent. The Lender’s agreement Trustee shall not be obliged to consent make the Loan available to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010Borrower under this Agreement unless: (a) certificate the Trustee has received, not later than three (3) Business Days before the Drawdown Date or such other date as the Trustee may in its discretion approve, and being satisfied with the following: (i) an original copy of incumbency of each Borrower this Agreement and the Seanergy Holdings Guarantor signed Security Documents; (ii) evidence satisfactory to the Trustee that the Borrower’s and Guarantor’s insurance obligations under the Security Documents and this Agreement have been complied with; (iii) satisfaction of all conditions precedent as required by its secretary or the Trustee to provide and perfect the Loan and the security; (iv) a director thereof, stating, inter alia, Land Information Memorandum regarding the officers and/or directors Property [if the Property is being purchased OR is a non-residential property OR if requested by Magna]; (v) written confirmation from [name of same and valuer] (addressed to the Trustee) that no amendment has been effected to its Articles the valuation dated [date] in respect of Incorporation and By-Laws, the property at [address] may be relied on as the case may be, from the at [date of instructions] or any subsequent date provided it is a date no later than the Financial Agreement until Drawdown Date; (vi) written confirmation of full fire and general insurance cover (including earthquake cover) as required by the date Trustee with the interest of such certificate, or advising the Trustee noted as interested party; (vii) a copy of any change thereto the deed of trust for the [name of trust] and all subsequent variations; (viii) evidence of the repayment(s) required by attaching clause 1.4; (ix) the relevant amendment to unlimited guarantee of [name of guarantor] for all the certificateobligations of the Borrower; (b) certificate or other evidence in respect if this Agreement is an agreement for which there are disclosure requirements for the purposes of sections 17 and 25 of the existence Consumer Credit Contracts and good standing Finance ▇▇▇ ▇▇▇▇ and/or section 423 of the Financial Markets Conduct ▇▇▇ ▇▇▇▇, all those disclosure requirements are fulfilled in accordance with those Acts. For the purposes of sections 17 and 25 of the Consumer Credit Contracts and Finance ▇▇▇ ▇▇▇▇, disclosure will be treated as fulfilled on the day on which a relevant disclosure statement is emailed to each Borrower relevant party or otherwise sent to each relevant party by electronic communication (within the meaning of section 35 of the Consumer Credit Contracts and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3Finance Act 2003); (c) minutes of meeting there being no interests that are adverse to the title to any of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyProperty; (d) evidence there being no adverse information contained in any Land Information Memorandum regarding any of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; Property (eas applicable) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have [if a LIM is not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lendera condition precedent].

Conditions Precedent. The Lender’s agreement to consent 2.1. Prior to the Borrowers’ requests referred to in Recital F hereof is subject payment of the Purchase Price by the Buyer to the condition that Seller pursuant to the Lender shall have received Contract, the Buyer must receive and be satisfied with the following in form documents (unless the Buyer waive any of such requirements at its sole and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010:absolute discretion): (a) certificate copies of incumbency of each Borrower the Seller’s (including the Merchants’ and the Seanergy Holdings Guarantor signed by its secretary or a director thereofParticipating Subsidiaries’) respective Business Registration Certificate, statingCertificate of Incorporation, inter aliaCertificate of Incumbency (where applicable), the officers and/or directors Certificate of same Good Standing (where applicable), up-to- dated Memorandum and that no amendment has been effected to its Articles of Incorporation Association or constitutional documents and By-Laws, as other relevant documents filed with the case may be, from the date of the Financial Agreement until the date of such certificate, applicable company registry or advising of any change thereto by attaching the relevant amendment to the certificatecompetent authorities; (b) certificate or other evidence in respect a copy of the existence and good standing Seller’s board resolution(s) (including each of each Borrower the Merchant and the Seanergy Holdings Guarantor dated not more than fifteen (15Participating Subsidiary) days before approving the date Seller’s execution and performance of this Addendum No. 3the Contract and the transactions contemplated thereunder; (c) minutes of meeting of evidence showing the directors Seller’s (including the Merchant’s and shareholdersthe Participating Subsidiaries’) respective ownership of, or resolutions right to occupy, its business premises (including a copy of the directors and shareholders any lease agreement or utility bill in respect of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partysuch premises); (d) evidence results of the due authority of any person signing this Addendum No. 3up-to-date public searches against the Seller (including the Merchant and the Participating Subsidiaries) and the Guarantor(s) as requested by the Buyer (including searches from the Companies Registry, the Supplemental Security Documents and any other documents executed pursuant hereto Land Registry, the Official Receiver (or thereto on behalf of each Borrower and the Seanergy Holdings Guarantorequivalent authorities), litigation searches and/or reports from credit reference agencies); (e) records, statements, documents, contracts, invoices and other information evidencing the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to details of the Lender and where appropriate duly registered with Relevant Business Transactions for a minimum number of 24 months as may be requested by the relevant authoritiesBuyer; (f) confirmation from any agents for service financial statements of process nominated in this Addendum No. 3 the Seller (including the Merchant and elsewhere in the Supplemental Security Documents Participating Subsidiaries) including without limitation the profit and loss account, balance sheet and cash flow statement audited by a Certified Public Accountant acceptable to the Buyer for the acceptance of any notice of service of process that they consent to such nominationmost recent 2 financial years; (g) opinions from lawyers appointed by latest management accounts of the Lender at Seller (including the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 Merchant and the Supplemental Security Documents Participating Subsidiaries) including without limitation the profit and any other documents executed pursuant thereto or heretoloss account, balance sheet and cash flow statement prepared using accounting standards that are consistent with those adopted in preparing the financial statements referred to in sub-paragraph (f) above; (h) payment to bank statements of all the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of Seller’s Bank Accounts for the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documentsmost recent 2 financial years; (i) payment to a copy of all the Lender of an amount of agreements for the fees of Seller’s Bank Accounts and agreements with the ▇▇▇▇▇▇▇▇ Islands counsel of the LenderProcessors; (j) payment any other documents or information pertaining to the Lender of an amount of Seller’s (including the fees of Merchant and the Bahamian counsel of Participating Subsidiaries) financial conditions which the LenderBuyer may reasonably request; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lenderduly signed Bank Instruction Letter(s) and Processing Instruction Letter(s); and (l) evidence in respect of the Guarantor, the proof of identity and residential address of the Guarantor. 2.2. For the avoidance of doubt, the Buyer shall have no obligation to buy from the Seller, and the Seller shall have no right to sell to the Buyer, any Future Receivables unless and until the Buyer has received and is satisfied upon due diligence investigations with the Seller’s documents as set out in clause 2.1 of these Terms and Conditions and considered, in the Buyer’s absolute discretion, that the Borrowers documents provided are complete and consistent with the Seller’s representations and warranties set out in compliance with their obligations under Clause 19.22 clause 3.1 below and there are no material circumstances affecting the Buyer’s collection of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.Purchased Amount..

Conditions Precedent. The Lender’s agreement to consent At Closing, and as conditions to the Borrowers’ requests referred commitments of the Lenders to in Recital F hereof is subject make the Term Loan: (a) Borrower shall execute and deliver to the condition that Administrative Agent and the Lender shall have received Lenders, respectively, each of the following Loan Documents to which Borrower is a party required by Lenders to be delivered on the Closing Date; (b) Borrower will deliver to Lenders an opinion or opinions of counsel to Borrower, each of which will be in form and substance satisfactory to Lenders and their counsel substantially in the Lender, in all respects on or prior to 2 June 2010: (a) certificate form of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment Exhibit H related to the certificate; Term Loan (bwhether in one or more separate opinions) certificate and each opinion will provide that Lenders' Lenders or Lenders' assignees will be entitled to rely upon it; Borrower will also deliver to Lenders each other evidence document identified on Annex II, duly executed by the applicable parties and in respect of the existence form and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3substance satisfactory to Lenders; (c) minutes of meeting of the directors Lenders have obtained a report prepared by a consultant acceptable to Lenders confirming (i) Borrower's and shareholdersOperator's compliance, in all material respects, with all applicable Laws and regulatory requirements and (ii) that Borrower or resolutions of the directors Operator have all necessary material permits and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partylicenses; (d) evidence of the due authority of any person signing this Addendum No. 3An environmental consultant satisfactory to Lenders will investigate Borrower's compliance with all Environmental Laws, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf results of each Borrower and the Seanergy Holdings Guarantorwhich shall be satisfactory to Lenders in their sole discretion; (e) the Supplemental Security Documents referred Borrower will deliver to in Clause 4, all duly executed, delivered Lenders title opinions or other evidence of title relating to the Lender Properties showing Defensible Title to the Properties vested in Borrower subject only to the Permitted Encumbrances and where appropriate duly registered otherwise satisfactory in form and substance to Lenders, together with a letter from the relevant authoritiesissuer or issuers of such opinions, if the opinions are not addressed to the Lenders, to the effect that Lenders are authorized to rely on the title opinions; (f) confirmation from any agents for service Borrower will deliver to Lenders copies of process nominated the Basic Documents and all other documents and instruments as Lenders may reasonably request, all of which will be satisfactory, in this Addendum No. 3 form and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent substance, to such nominationLenders; (g) opinions from lawyers appointed Each Person designated by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.Lenders on Schedule 9.2

Conditions Precedent. The Lender’s agreement CoBank's obligation to consent extend credit under the initial Supplement hereto is subject to the Borrowers’ requests referred receipt by CoBank of a duly executed copy of this agreement and all instruments and documents contemplated hereby. CoBank's obligation to in Recital F hereof extend credit under each Supplement is subject to the condition that the Lender shall have received the following CoBank receive, in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: CoBank (a) certificate a duly executed copy of incumbency the Supplement and all instruments and documents contemplated thereby; (b) such certified board resolutions, evidence of each Borrower incumbency, and other evidence as CoBank may require that the Seanergy Holdings Guarantor signed by its secretary Supplement, all instruments and documents executed in connection therewith, and (in the case of the initial Supplement hereto) this agreement and all instruments and documents executed in connection herewith, have been duly authorized and executed; (c) all fees and other charges provided for herein or a director thereof, stating, inter alia, in the officers and/or directors of same and Supplement; (d) such evidence as CoBank may require that no amendment has been effected to its Articles of Incorporation and By-LawsCoBank has, as the case may be, from of the date of the Financial Agreement until Supplement, a duly perfected first priority lien on all security for the date of such certificateCompany's obligations, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) an opinion of CoBank counsel determining the Supplemental Security Documents referred Company to in Clause 4, all duly executed, delivered be eligible to the Lender and where appropriate duly registered with the relevant authorities; borrow from CoBank; (f) confirmation from a duly executed copy of each consulting and construction contract entered into by the Company, with satisfactory maximum "not-to-exceed" cost provisions, and any agents for service of process nominated change in this Addendum No. 3 and elsewhere in scope which may increase the Supplemental Security Documents for the acceptance of any notice of service of process that they consent cost above said satisfactory maximum/"not to such nomination; exceed" provision requiring CoBank's prior written approval; (g) opinions from lawyers appointed a duly executed copy of the engineering contract entered into by the Lender at Company with satisfactory maximum/"not to exceed" cost provisions and an acceptable "process/yield" guarantee by the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents engineering firm, and any other documents executed pursuant thereto or hereto; change in the scope which may increase the cost above the satisfactory maximum/"not to exceed" provision requiring CoBank's prior written approval; (h) payment copies of performance bond(s) or supply and maintenance bonds issued to the Lender of an amount of Four thousand Five hundred Euros (€4,500) Company by insurers satisfactory to CoBank, in respect of legal fees amounts not less than the amounts of the Greek construction contracts, except for the contract with ▇▇▇▇▇▇ Process and English legal advisors Technology, Inc., which performance and payment bonds shall be in the sum of forty percent (40%) of the Lender contract price of $4,200,000.00, and except for contracts under the sum of $100,000.00 deemed in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇writing by Lightowler ▇▇▇▇▇▇▇ Islands counsel Associates to be immaterial to successful operation of the Lender; construction project; for which no bonds will be required; (i) evidence that the Company has obtained funding from equity capital in an amount of no less than $19,750,000; (j) payment to the Lender of an amount evidence of the fees employment of the Bahamian counsel of the Lender; a third-party consulting engineer, Lightowler ▇▇▇▇▇▇▇ Associates, Inc.; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lenderevidence that all required permits (i.e. construction, environmental, etc.) have been obtained; and (l) evidence of the employment and presence of a General Manager/Chief Executive Officer; except that said person does not need to be employed and present before CoBank issues the ▇▇▇▇▇▇ Letter of Credit, (m) an ALTA lender's form of title insurance (non-extended coverage form) in the face amount of $15,000,000.00 insuring the mortgage covering the property as first lien on the Property, subject only to exceptions approved in writing by CoBank. In the event any construction of the improvements has commenced prior to issuance of such title policy, the Company will obtain any and all indemnification agreements and/or lien waiver agreements required by the title insurer for issuance of such title insurance policy; (n) two sets of any original plan in existence at the initiation of the project, with a certification from the Company and from the Company's architect or engineer, or with other evidence satisfactory to CoBank, as to the following matters: (i) that the Borrowers are Improvements can be completed by September 30, 1996 (the "Completion Date"), (ii) that the construction contracts satisfactorily provide for the construction of the Improvements, (iii) that the Improvements upon completion will comply with all applicable laws, permits, licenses, ordinances and regulations related to the construction of the improvements; (o) soil tests satisfactory to CoBank; and (p) an Assignment of Project Documents. In addition, CoBank's obligation to extend or to continue to extend credit under each Supplement is subject to the Company being in compliance with their obligations under Clause 19.22 the terms of this agreement, the Financial Agreement. PROVIDED HOWEVER THAT Supplements, and all security and other instruments and documents related hereto or thereto (collectively, at any time, the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender"Loan Documents").

Conditions Precedent. The Lender’s agreement to consent to the Borrowers’ requests request referred to in Recital F E hereof is subject to the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 201015 September 2009: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 31; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 31, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 31, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) certified true copies of the Bremen Ship Charter Addendum, the Hamburg Ship Charter Addendum, the New Oryx Ship Charter and the New Zebra Ship Charter; (f) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (fg) confirmation from any agents for service of process nominated in this Addendum No. 3 1 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (gh) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 1 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.

Conditions Precedent. This Sixth Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement): 5.1 The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender Administrative Agent shall have received the following in form and substance satisfactory to the from each Lender, the Parent, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Sixth Amendment signed on behalf of such Person. 5.2 The Administrative Agent and the Lenders shall have received all respects fees and other amounts due and payable on or prior to 2 June 2010:the date hereof. 5.3 No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Sixth Amendment. 5.4 The Administrative Agent shall have received (a) a certificate of incumbency a Responsible Officer of each the Borrower certifying: (i) that the Borrower is concurrently consummating the Talon Acquisition in accordance with the terms of the Talon Acquisition Documents (with all of the material conditions precedent thereto having been satisfied in all material respects by the parties thereto) and acquiring substantially all of the Seanergy Holdings Guarantor signed Talon Acquisition Properties contemplated by its secretary or a director thereofthe Talon Acquisition Documents, stating(ii) as to the final purchase price for the Talon Acquisition Properties after giving effect to all adjustments as of the closing date contemplated by the Talon Acquisition Documents and specifying, inter aliaby category, the officers and/or directors amount of same such adjustment, (iii) that attached thereto is a true and complete list of the Talon Acquisition Properties which have been excluded from the Talon Acquisition pursuant to the terms of the Talon Acquisition Documents, specifying with respect thereto the basis of exclusion as (1) title defect, (2) casualty or condemnation loss or (3) required consent or preferential purchase right, (iv) that attached thereto is a true and complete list of all Talon Acquisition Properties for which any seller has elected to cure a title defect or deficiency, (v) that attached thereto is a true and complete list of all Talon Acquisition Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any consent or preferential purchase rights and (vi) that no amendment has been effected party to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising any Talon Acquisition Document is in default in respect of any change thereto by attaching the relevant amendment to the certificate; material term or obligation thereunder; (b) certificate or other evidence in respect a true and complete executed copy of each of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; material Talon Acquisition Documents; (c) minutes of meeting original counterparts or copies, certified as true and complete, of the directors and shareholders, or resolutions assignments for all of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; Talon Acquisition Properties; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents preliminary settlement statement; and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) such other related documents and information as the Supplemental Security Documents referred to in Clause 4, all duly executed, Administrative Agent shall have reasonably requested. The Borrower recognizes and agrees that (a) it shall have delivered to the Administrative Agent a preliminary draft of the certificate described herein not less than three (3) days prior to the Effective Date identifying which Talon Acquisition Properties will be excluded from the Talon Acquisition on the Effective Date, and (b) if the aggregate value as reflected in the Talon Reserve Report of the Talon Acquisition Properties excluded under clause (a)(iii) above is greater than or equal to $25,000,000, the Borrowing Base shall be adjusted downward to reflect such exclusions by an amount to be determined in good faith by the Administrative Agent. The Administrative Agent shall allocate a Borrowing Base value for each such excluded Property and shall, promptly upon making such allocation, notify the Borrower and each Lender of such allocation. If the aggregate value as reflected in the Talon Reserve Report of Talon Acquisition Properties excluded under clause (a)(iii) above is less than or equal to $25,000,000, the Borrowing Base will not be adjusted. Promptly upon the making by the Required Lenders of such allocation, the Administrative Agent shall notify the Borrower and where appropriate duly registered each Lender of such allocation. 5.5 The Administrative Agent shall be reasonably satisfied that the Security Instruments create first priority, perfected Liens on at least 80% of the total value of the Talon Acquisition Properties owned by Borrower evaluated in the Talon Reserve Report. The Administrative Agent is hereby authorized and directed to declare this Sixth Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the relevant authorities; (f) confirmation from any agents for service of process nominated conditions set forth in this Addendum No. 3 and elsewhere in Section 5 or the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment waiver of such conditions within ten (10) days after as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Effective Date or at such other time specified by the LenderCredit Agreement for all purposes.

Conditions Precedent. The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender shall have received This First Amendment will be effective if the following in form and substance satisfactory to the Lender, in all respects events occur on or prior to 2 June 2010before December 5, 2014: (a) certificate of incumbency of each Borrower the Company executes this First Amendment and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment delivers it to the certificatePurchaser; (b) certificate or other evidence the Subsidiary Guarantors execute and deliver to the Purchaser the Consent and Reaffirmation of Guaranty set forth in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of Annex I to this Addendum No. 3First Amendment; (c) minutes Del-Tin Fiber L.L.C. (“Del-Tin Fiber”) executes and delivers to the Purchaser a Counterpart to Amended and Restated Subsidiary Guaranty (the “Counterpart”) in substantially the form of meeting of Exhibit A to the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partySubsidiary Guaranty; (d) evidence Del-Tin Fiber delivers to the Purchaser a certificate of the due authority Secretary of any person signing this Addendum No. 3Del-Tin Fiber with respect to resolutions of the members of Del-Tin Fiber (i) authorizing the execution and delivery by Del-Tin Fiber of the Counterpart, and (ii) identifying the Supplemental Security Documents Person (or Persons) authorized to execute and any other documents executed pursuant hereto or thereto deliver the Counterpart on behalf of Del-Tin Fiber, and providing specimen signatures of each Borrower and the Seanergy Holdings Guarantorsuch Person; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered Del-Tin Fiber delivers to the Lender Purchaser the operating agreement, limited liability company agreement, or comparable organizational document of Del-Tin Fiber, and where appropriate duly registered with all amendments and supplements to such agreement that exist as of the relevant authorities;date of this First Amendment, certified by the Secretary of Del-Tin Fiber to be true and correct copies of such documents; and (f) confirmation the Purchaser receives payment from any agents for service the Company of process nominated in this Addendum No. 3 (or the Company’s irrevocable commitment to pay) all attorneys’ fees and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed other costs and expenses incurred by the Lender at Purchaser through the Borrowers’ expense as to all such aspects date of law as this First Amendment in connection with the Lender shall deem relevant for negotiation and preparation of this Addendum NoFirst Amendment. 3 If the above-described conditions precedent are not satisfied by December 5, 2014 (or are not waived by the Purchaser in writing in its sole and absolute discretion), this First Amendment will not be effective and the Supplemental Security Documents parties’ rights and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) obligations in respect of legal fees of the Greek and English legal advisors of Notes will continue to be governed by the Lender in respect of Note Purchase Agreement (without giving effect to this Addendum No. 3 First Amendment) and the Supplemental Security other Note Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.

Conditions Precedent. 3.1 The Lender’s agreement to consent to sale and purchase of the Borrowers’ requests referred to in Recital F hereof Shares is subject to the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010conditional: (a) certificate of incumbency on the terms of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto existing Options being amended by attaching the relevant amendment Optionholder prior to Completion and such Optionholder either (i) exercising his Options in the Agreed Form and such Optionholder being issued shares in the Company pursuant to his Options and executing a share purchase agreement (in the form set out in Part 1 of Schedule 12) (a Share Purchase Agreement) or (ii) waiving his rights pursuant to the certificaterelevant Options, in the Agreed Form, before Completion; (b) certificate on the Sellers delivering to the Purchaser a notice (i) confirming that prior to Completion the only options or other evidence rights over the share capital of the Company were the Options; (ii) confirming that, as at the Completion Date, there are no outstanding options or rights over the share capital of the Company and that the Options have either been exercised or waived; (iii) setting out details of which of the Optionholders have exercised their Options and the total amounts due from such Optionholders (including details of the amounts to be deducted in respect of income tax and employer and employee national insurance contributions), as a result of the existence exercise by such Optionholders, which are to be deducted from the consideration due to such Optionholders on Completion and good standing (iv) details of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before issued share capital on the date day of this Addendum No. 3Completion following exercise or waiver of the Options, such notice being in a form satisfactory to the Purchaser; (c) minutes on the delivery to the Purchaser of meeting of the directors and shareholders, or resolutions of the directors and shareholders of duly executed Share Purchase Agreements executed by each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party;Remaining Shareholder; and (d) evidence of on the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered Sellers confirming to the Lender Purchaser and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment providing evidence satisfactory to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment Purchaser to the Lender of an amount of effect that a valid notification as required under the fees of the UK Data Protection ▇▇▇ ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment , has been completed and delivered to the Lender Information Commissioner by the Company prior to Completion, but the Purchaser may waive all or any of an amount of the fees of the Bahamian counsel of the Lender; Conditions 3.1(a) to (kd) payment above (either in whole or in part) at any time by giving notice to the Lender of an amount of Sellers and shall be deemed to have waived Condition 3.1(c) in the fees of the British Virgin Islands counsel of the Lender; andcircumstances set out in clause 3.3. (l) evidence that the Borrowers are in compliance with 3.2 The Sellers shall use their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant best endeavours to procure the fulfilment entry into of Share Purchase Agreements by each Remaining Shareholder in accordance with clause 3.1(c). The Purchaser may at any time before the Condition in clause 3.1(c) is satisfied, waive such conditions within ten Condition (10) days after the Effective Date or at such other time specified by the Lender.and shall be deemed to have

Conditions Precedent. The Lender’s agreement to consent to effectiveness of this Amendment, including without limitation, the Borrowers’ requests referred to in Recital F hereof allocation of the Revolving Commitments under Section 3 below and the release of the Guarantors under Section 4 below, is subject to receipt by the condition that the Lender shall have received Administrative Agent of each of the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010Administrative Agent: (a) certificate a counterpart of incumbency of each Borrower and this Amendment duly executed by the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter aliaBorrower, the officers and/or directors of same Administrative Agent and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date each of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateLenders; (bi) certificate or other evidence in respect a Revolving Note duly executed by the Borrower payable to the order of Citibank, N.A. and (ii) replacement Revolving Notes duly executed by the existence and good standing Borrower payable to the order of each Borrower and Lender whose Revolving Commitment has changed pursuant to this Amendment, in each case, in a principal amount equal to the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date amount of this Addendum No. 3its Revolving Commitment as set forth on Schedule I attached hereto; (c) minutes an opinion of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the Pillsbury ▇▇▇▇▇▇▇▇ Islands ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and the Lenders and covering the Borrower, this Amendment, the Credit Agreement as amended by this Amendment, any other Loan Documents executed by the Borrower in connection with this Amendment and such other matters as reasonably requested by the Administrative Agent; (d) the declaration of trust of the LenderBorrower certified as of a recent date by the Department of Assessments and Taxation of the State of Maryland; (e) a Certificate of Status with respect to the Borrower issued as of a recent date by the Department of Assessments and Taxation of the State of Maryland and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (f) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver this Amendment and any other agreements or documents executed by the Borrower in connection with this Amendment (collectively, the “Amendment Documents”); (g) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower of (A) the by-laws of the Borrower and (B) all trust or other necessary action taken by the Borrower to authorize the execution and delivery of the Amendment Documents and performance of the Amendment Documents and the Credit Agreement as amended by this Amendment; (h) a Compliance Certificate calculated on a pro forma basis for the Borrower's fiscal quarter ending December 31, 2012; (i) a replacement Transfer Authorizer Designation Form substantially in the form of Exhibit K attached hereto effective as of the date of this Amendment; (j) payment a certificate of the Borrower, signed on behalf of the Borrower by a Responsible Officer of the Borrower, certifying that (i) since December 31, 2012, there has not been any material adverse condition or material adverse change in or affecting, nor has any circumstance or condition occurred that could reasonably be expected to result in a material adverse change in, or have a material adverse effect on, the business, assets, liabilities, financial condition or results of operations of the Borrower and its subsidiaries, taken as a whole, (ii) no Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment and (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents (including this Amendment) to which any of them is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and correct in all respects) on and as of the date hereof immediately after giving effect to this Amendment except to the Lender extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except in the case of an amount a representation or warranty qualified by materiality, in which case such representation or warranty was true and correct in all respects) on and as of the fees of the Bahamian counsel of the Lendersuch earlier date) and except for changes in factual circumstances not prohibited thereunder; (k) payment a copy of a duly executed amendment to that certain Term Loan Agreement dated as of November 22, 2011 (the “Term Loan Agreement”) by and among the Borrower, the financial institutions party thereto, PNC Bank, National Association, as Administrative Agent, and the other parties thereto, amending the terms of the Term Loan Agreement corresponding to the Lender of an amount terms of the fees Credit Agreement amended by Sections 1(d) (other than the amendment to the definition of “▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇”), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) and (o) of this Amendment so that all such terms and sections shall be substantially the British Virgin Islands counsel of the Lender; andsame; (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent (i) all fees due and payable to the Borrowers’ request referred Administrative Agent, the Lenders and the Arrangers pursuant to in Recital E hereof notwithstanding that certain Fee Letter dated as of March 14, 2013 by and among the Borrower, the Arrangers and the Administrative Agent have been paid and (ii) all fees, expenses and reimbursement amounts due and payable to the conditions specified in this Clause 5 Administrative Agent and the Arrangers, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten paid; and (10m) days after the Effective Date or at such other time specified by documents, agreements and instruments as the LenderAdministrative Agent, or any Lender through the Administrative Agent, may reasonably request.

Conditions Precedent. The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof Completion is subject to the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010conditional on: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date (Petrogas Shares) Petrogas Shares (representing 99.6.% of the Financial Agreement until issued capital of Petrogas) having been transferred (free of all Encumbrances, and with the date requisite approvals of such certificate, or advising the Petrogas board of any change thereto directors and/or shareholders dated 30 June 2010) by attaching the relevant amendment member of the Zorlu Group to the certificateCompany without the Company incurring any obligations in favour of the sellers of those Petrogas Shares so that the shares in Petrogas are held in the manner and by the parties specified in items 2 and 3 of schedule 1 (“Shares, Petrogas Shares and Minority Petrogas Shares”); (b) certificate (Competition Board approval) the parties having received notification from the Competition Board approving or other evidence in respect stating that the Competition Board has no objection to the transfer of the existence and good standing Shares by the Seller to the Buyer (and, if required, the transfer of each Borrower the Petrogas Shares to the Company and the Seanergy Holdings Guarantor dated transfer of the Minority Petrogas Shares to the Buyer Nominees) and the Competition Board not more than fifteen having raised any objections to or imposed any conditions on the sale and transfer of the Shares by the Seller or the purchase of the Shares by the Buyer (15) days before or the date transfer of this Addendum No. 3the Petrogas Shares or the Minority Petrogas Shares); (c) minutes (cancellation of meeting existing gas sales agreements) the termination of existing gas sales agreements between the Company and third parties (without future liability to or obligation on the part of the directors and shareholders, or resolutions of Company) to be terminated immediately prior to the directors and shareholders of each Borrower framework agreement for gas purchases (referred to at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a partyclause 1.5(b)) becoming effective; (d) evidence (no Material Adverse Change) no Material Adverse Change having occurred in relation to the Company or Petrogas from 4 May 2010 (the date of the due authority MoU) until immediately prior to the satisfaction or waiver of any person signing all Conditions Precedent other than the condition contained in this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantorclause 3.1(d); (e) (termination of Zorlu contracts) all contracts between either the Supplemental Security Documents referred to in Clause 4Company or Petrogas (or both of them) and members of the Zorlu Group (unless otherwise is agreed by the Parties before Completion), all duly executed, delivered have been terminated (without future liability to the Lender Company or Petrogas) on terms that have been Disclosed to and where appropriate duly registered with are acceptable to the relevant authoritiesBuyer (acting reasonably), unless otherwise agreed in writing by the Buyer; (f) confirmation from any agents for service (loan repayments) all bank loans or other borrowings in respect of process nominated which the Company or Petrogas were shown as a borrower have either been repaid in this Addendum No. 3 full, or the Company and elsewhere Petrogas have been released in full by the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination;relevant lender; and (g) opinions from lawyers appointed (cancellation of general credit agreements) application for the termination of all other general credit agreements with the various banks to which the Company or Petrogas is a party having been made by the Lender at Seller, the Borrowers’ expense as to all such aspects of law as the Lender shall deem Company, Petrogas or any relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees member of the Greek and English legal advisors of Zorlu group with the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence understanding that the Borrowers are in compliance with their obligations Buyer will not utilize any general credit lines under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled such general credit agreements awaiting release and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lendertermination.

Conditions Precedent. The Lender’s agreement to consent to Borrower, the Borrowers’ requests Guarantors and the Lenders acknowledge that this First Amendment shall not be effective until each of the following conditions precedent has been satisfied (such date is referred to in Recital F hereof is subject to herein as the condition that the Lender shall have received the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010:“Effective Date”): (a) certificate of incumbency of each Borrower The Borrower, the Guarantors, the Lenders, and the Seanergy Administrative Agent shall have executed and delivered this First Amendment to the Administrative Agent; (b) KI Holdings shall have executed and delivered to the Administrative Agent a Guarantor signed Joinder and the other documents in the forms described in Section 7.1 [First Loans] of the Credit Agreement modified as appropriate to relate to KI Holdings; (c) The 2009 Senior Notes shall have been issued in an amount sufficient to pay the principal, accrued interest and premium of all the outstanding 2004 Senior Notes upon redemption or purchase, and a portion of the proceeds of such issuance equal to such amount shall be deposited in a separate account at the Administrative Agent, from which account funds will be made available to the Borrower, at the Borrower’s request, (i) to redeem or purchase 2004 Senior Notes, or (ii) at such time as no 2004 Senior Notes remain outstanding, as otherwise directed by its secretary the Borrower. Each such request shall be accompanied by documentation reasonably satisfactory to the Administrative Agent to confirm such redemption or a director thereof, stating, inter alia, purchase or the officers and/or directors absence of same and that no amendment has been effected to its Articles of Incorporation and By-Lawsany outstanding 2004 Senior Notes, as the case may be; (d) The Borrower shall have delivered to the Administrative Agent and the Lenders a final draft of the 2009 Senior Note Indenture and the other 2009 Senior Note Debt Documents, from the terms and conditions of each of which, along with the capital structure of KI Holdings, the Borrower and the other Loan Parties after giving effect to the redemption of the 2004 Senior Notes and the issuance of the 2009 Senior Notes, shall be satisfactory to the Administrative Agent and each of PNC Capital Markets LLC and RBS Greenwich Capital, in their capacities a Co-Lead Arrangers, in each of their reasonable discretion. The executed 2009 Senior Note Indenture and the other 2009 Senior Note Debt Documents shall conform in all material respects to the final drafts delivered to the Administrative Agent; (e) The Borrower shall have delivered to the Administrative Agent a closing certificate dated the Effective Date certifying to the accuracy of representations and warranties, compliance with covenants and conditions and absence of any Potential Default or Event of Default under the Credit Agreement; (f) The Borrower shall have delivered to the Administrative Agent for the benefit of each Lender a certificate dated the Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (i) all action taken by each Loan Party in connection with this First Amendment and the other Loan Documents; (ii) the names of the officer or officers authorized to sign this First Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this First Amendment and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the date of this First Amendment certified by the Financial Agreement until appropriate state official where such documents are filed in a state office and/or the date corporate secretary of such certificateother appropriate officer, together with certificates from the appropriate state officials (or advising of any change thereto on an interim basis, by attaching the relevant amendment a corporation service company acceptable to the certificate; (bAdministrative Agent) certificate or other evidence in respect of as to the continued existence and good standing of each Borrower Loan Party in each state where organized and a bring-down certificate by facsimile dated the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nominationEffective Date; (g) opinions The Borrower shall have delivered to the Administrative Agent projected consolidated financial statements of the Borrower and its Subsidiaries for the period January 1, 2009 through December 31, 2013 derived from lawyers appointed by various assumptions of the Lender at Borrower’s management, including balance sheets, income statements and statements of cash flows and assumptions with respect thereto reasonably satisfactory to the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 Administrative Agent and the Supplemental Security Documents Lenders (the “First Amendment Financial Projections”), which First Amendment Financial Projections (i) represent a reasonable range of possible results in light of the history of the business, present and any other documents executed pursuant thereto or heretoforeseeable conditions and the intentions of the Borrower’s management and (ii) accurately reflect the liabilities of the Borrower and its Subsidiaries upon consummation of the transactions contemplated hereby as of the date of this First Amendment; (h) payment Since December 31, 2008, no Material Adverse Change shall have occurred with respect to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees Borrower or any of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security DocumentsGuarantors; (i) payment No default or event of default shall have occurred or will occur under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor as a result of and after giving effect to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lendertransactions contemplated by this First Amendment; (j) payment The Borrower and the Guarantors shall have obtained all approvals and consents necessary to consummate the Lender of an amount of the fees of the Bahamian counsel of the Lendertransactions contemplated by this First Amendment; (k) payment The Borrower shall have delivered to the Lender Administrative Agent an opinion of an amount Borrower’s counsel dated the Effective Date as to the due authorization, execution and delivery, and enforceability of this First Amendment and such other matters as requested by the Administrative Agent, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent; (l) The Borrower shall have paid to the Administrative Agent all fees of required to be paid in connection with this Amendment, and the British Virgin Islands counsel of Borrower shall have reimbursed the LenderAdministrative Agent all fees and expenses, including without limitation, attorneys’ fees, for which the Administrative Agent is entitled to be reimbursed; and (lm) evidence that All legal details and proceedings in connection with the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent transactions contemplated by this First Amendment and all other Loan Documents to be delivered to the Borrowers’ request referred Lenders shall be in form and substance reasonably satisfactory to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the LenderAdministrative Agent.

Conditions Precedent. The Lender’s agreement obligations of MBSB to consent make the Loan available for disbursement and/or to permit any utilisation of the Borrowers’ requests referred to in Recital F hereof Loan by the Chargor(s) and/or the Borrower(s) is subject to the condition that fulfilment in manner satisfactory to MBSB and its legal advisers, prior to the Lender shall have received utilisation of the Loan by the Chargor(s) and/or the Borrower(s) of the following in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010conditions :- (a) certificate of incumbency of each Borrower The Security Documents referred to herein and/or which are required by MBSB to be executed by the Chargor(s) and the Seanergy Holdings Guarantor signed by its secretary Borrower(s) and the other Security Parties (if any) have been stamped and registered with such registries as MBSB may deem necessary or a director thereof, stating, inter alia, the officers and/or directors of same expedient and that no amendment has been effected copies thereof duly delivered to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateMBSB; (b) certificate A search having been made at the relevant land registry/land office confirming that the said Property is free from all encumbrances and no acquisition notices have been lodged and/or registered or other evidence in respect of issued against the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3said Property; (c) minutes of meeting of MBSB is satisfied that the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents have been duly authorised and approved by all necessary actions and that the sale do not contravene any law rules or regulations or any contractual or other documents executed pursuant hereto restrictions binding upon the Chargor(s) and/or the Borrower(s) or thereto to which the relevant Borrower is a partyother Security Parties (if any); (d) evidence The Chargor(s) and/or the Borrower(s) shall have delivered to MBSB the current receipts of the due authority of any person signing this Addendum No. 3Quit Rent, the Supplemental Security Documents assessments rates dues and any other documents executed pursuant hereto or outgoings (if any) thereto on behalf of each Borrower and the Seanergy Holdings Guarantoras MBSB may require; (e) the Supplemental Security Documents referred to in Clause 4, The receipt by MBSB of all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authoritiesundertakings required by MBSB; (f) confirmation from any agents for service Where the Loan is to be disbursed by Progressive Releases the receipt by MBSB of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nominationrelevant architect certificates; (g) opinions Where required by MBSB, report from lawyers appointed by the Lender at Office of the Borrowers’ expense as to all such aspects of law as Official Assignee confirming that the Lender shall deem relevant for this Addendum No. 3 Chargor(s) and the Supplemental Borrower(s) or the other Security Documents and any other documents executed pursuant thereto or heretoParties (if any) are not bankrupts; (h) payment Completion of all legal documentation to the Lender satisfaction of an amount MBSB; Pending fulfilment in manner satisfactory of Four thousand Five hundred Euros (€4,500) in respect of legal fees any of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender conditions hereinbefore stipulated MBSB may in at its absolute discretion consent to terminate or suspend the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment Loan or disbursement of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lenderany part thereof.

Conditions Precedent. The Lender’s agreement to consent Concurrently with the execution hereof (except to the Borrowers’ requests referred to in Recital F hereof is subject extent otherwise indicated below), and as a further condition to the condition that effectiveness of this Amendment and the agreement of Lender to the modifications and amendments set forth in this Amendment: (a) Borrowers and Guarantors shall have received the following delivered to Lender an original of this Amendment, duly authorized, executed and delivered by each of Borrowers and Guarantors; (b) Each of Borrowers and Guarantors shall have delivered to Lender, in form and substance satisfactory to the Lender, in all respects on each of the following agreements, documents or prior instruments to 2 June 2010which it is a party, duly authorized, executed and delivered: (ai) certificate of incumbency an original of each Borrower of the TCS Factory Term Note and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificateTCS Office Term Note; (bii) certificate an original Guarantee and Waiver, dated of even date herewith, by the Borrowers, other than TCS Office in favor of Lender with respect to the Obligations of TCS Office to Lender; (iii) an original Guarantee and Waiver, dated of even date herewith, by Borrowers, other than TCS Factory, in favor of Lender with respect to the Obligations of TCS Factory to Lender; (iv) an original Guarantee and Waiver, dated of even date herewith, by Guarantors, other than Borrowers and Hanover, in favor of Lender with respect to the Obligations of TCS Office and TCS Factory to Lender; (v) an original guarantee and Waiver, dated of even date herewith, by Hanover, in favor of Lender with respect to the Obligations of TCS Office and TCS Factory to Lender; (vi) an original Mortgage and Security Agreement, dated of even date herewith, by TCS Factory in favor of Lender with respect to the Real Property of TCS Factory securing the Guarantor Obligations and the other Obligations of TCS Factory, including, without limitation, the TCS Factory Term Loan, up to the Maximum Credit; (vii) an original Mortgage and Security Agreement, dated of even date herewith, by TCS Office in favor of Lender with respect to the Real Property of TCS Office securing the Guarantor Obligations and other Obligations of TCS Office, including, without limitation, the TCS Office Term Loan, up to the Maximum Credit; (viii) an original UCC Fixture Filing between TCS Office, as debtor, and Lender, as secured party, for filing with the Clerk of La Crosse County, Wisconsin; (ix) an original UCC Fixture Filing between TCS Factory, as debtor, and Lender, as secured party, for filing with the Clerk of La Crosse County, Wisconsin; (x) an agreement or other evidence agreements, in respect form and substance acceptable to Lender (A) assigning the TCS Factory Lease to HH Corp., (B) amending certain provisions of the existence TCS Factory Lease, and good standing (C) subordinating any interest of each Borrower the lessee in the Real Property covered by the TCS Factory Lease to the interest of Lender in the Real Property covered by the Mortgage made by TCS Factory to Lender; together with memorandum(s) or amendment to any existing memorandums with respect to such agreement(s), in form acceptable for recording with the Clerk of La Crosse County, Wisconsin; (xi) an agreement or agreements, in form and substance acceptable to Lender (A) assigning the Seanergy Holdings Guarantor dated not more than fifteen TCS Office Lease to HH Corp., (15B) days before amending certain provisions of the date TCS Office Lease, and (C) subordinating any interest of this Addendum No. 3the lessee in the Real Property covered by the TCS Factory Lease to the interest of Lender in the Real Property covered by the Mortgage made by TCS Factory to Lender; together with memorandum(s) or amendments to any existing memorandums with respect to such agreement(s), in form acceptable for recording with the Clerk of La Crosse County, Wisconsin; (c) minutes Lender shall have received evidence that all prior encumbrances upon the Real Property subject to the Mortgages made by TCS Factory and TCS Office in favor of meeting Lender have been satisfied and discharged and have been delivered to Lender, in form and substance satisfactory to Lender and a title insurance company acceptable to Lender (the "Title Company"), including, without limitation, the release of any liens of the directors and shareholders, or resolutions State of Wisconsin Investment Board with respect to the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents Real Property and any other documents executed pursuant hereto or thereto assets of TCS Factory and the release of any liens of Prudential Interfunding Corp with respect to which the relevant Borrower is a partyReal Property and any other assets of TCS Office; (d) Lender shall have received a certificate of occupancy with respect to each improved parcel of Real Property subject to the Mortgages made by TCS Factory and TCS Office in favor of Lender, together with other evidence satisfactory to Lender of the due authority final municipal approval for completion of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto improvements on behalf of each Borrower such Real Property and the Seanergy Holdings Guarantorlegal occupancy thereof by TCS Factory, TCS Office and the tenant under the amended lease agreements referred to in Sections 5(b)(x) and (xi) hereof; (e) the Supplemental Security Documents referred Lender shall have received a full ALTA (highest standard) as-built survey by a licensed surveyor with respect to in Clause 4, all duly executed, delivered each parcel of Real Property subject to the Mortgages made by TCS Factory and TCS Office in favor of Lender, certified to Lender and where appropriate duly registered with the relevant authoritiesTitle Company, according to a certification satisfactory in form and substance to Lender and the Title Company, showing the current location of all improvements, setbacks, easements, rights of way and other matters affecting title to or use of such property; (f) confirmation from any agents for service Lender shall have received updated evidence of process nominated casualty insurance and loss payee endorsements required pursuant to the Loan Agreement and under the other Financing Agreements, in this Addendum No. 3 form and elsewhere in the Supplemental Security Documents for the acceptance substance satisfactory to Lender, together with certificates of any notice of service of process that they consent to such nominationinsurance policies and/or endorsements naming Lender as mortgagee, loss payee and additional insured, as applicable; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for have received, in form and substance satisfactory to Lender, Secretary's Certificates of Directors' Resolutions with Shareholders' Consent evidencing the adoption and subsistence of corporate resolutions approving the execution, delivery and performance by those Borrowers and Guarantors that are corporations and Manager Certificates and Company Resolutions evidencing the adaption and subsistence of company resolutions approving the execution, delivery and performance by those Borrowers and Guarantors that are limited liability companies of this Addendum No. 3 Amendment and the Supplemental Security Documents agreements, documents and any other documents executed instruments to be delivered pursuant thereto or heretoto this Amendment; (h) payment Lender shall have received an appraisal, in form and substance satisfactory to Lender, prepared by an appraiser and in form, scope and methodology, satisfactory to Lender, addressed to Lender or upon which Lender is expressly permitted to rely, with respect to the Lender Real Property of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek TCS Office and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security DocumentsTCS Factory; (i) payment Lender shall have received updated environmental audits of the owned real property of TCS Factory and of TCS Office conducted by an independent environmental engineering firm acceptable to Lender, and in form, scope and methodology satisfactory to Lender, addressed to Lender or upon which Lender is expressly permitted to rely, confirming to the satisfaction of Lender and its environmental consultant, which consultant shall review such updated audits and any follow-up work requested by such consultant at Borrowers' expense, that (i) each of an amount TCS Factory and TCS Office are in compliance with all material applicable Environmental Laws and (ii) the absence of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lenderany material environmental problems; (j) payment Lender shall have received, in form and substance satisfactory to Lender, a valid and effective title insurance policy issued by the Lender of an Title Company (i) insuring the priority, amount and sufficiency of the fees Mortgages made by TCS Factory and TCS Office, (ii) insuring against matters that would be disclosed by surveys and (iii) containing any legally available endorsements, assurances or affirmative coverage requested by Lender for protection of the Bahamian counsel of the Lenderits interests; (k) payment Lender shall have received an opinion(s) of counsel to Borrowers and Guarantors with respect to this Amendment, the Mortgages made by each of TCS office and TCS Factory and the transactions and agreements and other instruments contemplated by this Amendment, and such other matters as Lender shall reasonably require, in form and substance and satisfactory to Lender; (l) each of an amount Borrowers and Guarantors shall deliver, or cause to be delivered, to Lender a true and correct copy of each consent, waiver or approval with respect to this Amendment or any of the fees of the British Virgin Islands counsel of the instruments or agreements executed and delivered pursuant to this Amendment, that any Borrower or Guarantor obtains from any other Person, and which such consent, approval or waiver shall be in form and substance acceptable to Lender; and (lm) evidence that UCC, tax and judgment searches against TCA Office and TCS Factory with the Borrowers are Wisconsin Secretary of State and the Clerk of La Crosse County, Wisconsin showing no financing statements or other liens of record against either TCS Office or TCS Factory except in compliance with their obligations favor of Lender and except as otherwise permitted under Clause 19.22 of the Financial Loan Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (10) days after the Effective Date or at such other time specified by the Lender.

Conditions Precedent. This Amendment shall not become effective until the date on or before April 30, 2012 on which each of the following conditions is satisfied (or waived by each Lender in accordance with Section 12.02 of the Credit Agreement): (a) The Lender’s agreement to consent to the Borrowers’ requests referred to in Recital F hereof is subject to the condition that the Lender Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the following Administrative Agent) of this Amendment signed on behalf of such party. (b) The Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC and the Lenders shall have received all commitment and agency fees and all other fees and amounts due and payable on or prior to the Third Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder (including, to the extent invoiced on or prior to the Third Amendment Effective Date, the reasonable fees and expenses of Sidley Austin LLP, counsel to the Administrative Agent). (c) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary or a Responsible Officer setting forth (i) resolutions of its board of directors or managers or other relevant governing body with respect to the authorization of the Borrower to execute and deliver this Amendment and to enter into the transactions contemplated by this Amendment, (ii) the officers of the General Partner (y) who are authorized to sign this Amendment and (z) specimen signatures of such authorized officers, and (iii) all waivers, amendments, supplements or other modifications to any Organizational Documents of the General Partner and each Obligor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (d) The Administrative Agent shall have received a compliance certificate which shall be substantially in the form of Exhibit D to the Credit Agreement, duly and properly executed by a Responsible Officer and dated as of the Third Amendment Effective Date. (e) The Administrative Agent shall have received a duly executed Note payable to each Lender increasing its Maximum Credit Amount or which is a new Lender and which requests a Note in a principal amount equal to its Maximum Credit Amount dated as of the date hereof. (f) The Administrative Agent shall have received (i) a certificate of a Responsible Officer certifying: (A) that the 2012 Transactions are being concurrently consummated in accordance with applicable law and the terms of the 2012 Transaction Documents (with all of the material conditions precedent thereto having been satisfied by the parties thereto); (B) that no provision of the 2012 Transaction Documents have been waived, amended, supplemented or otherwise modified in any respect materially adverse to the Borrower, QRE MLP or the Lenders; and (C) that the sum of (1) the amount by which the Borrowing Base exceeds the Revolving Credit Exposures and (2) Borrower’s unrestricted cash and cash equivalents, upon the Third Amendment Effective Date after giving effect to the consummation of the 2012 Transactions, equals or exceeds $50,000,000; (ii) a true and complete executed copy of each of the 2012 Transaction Documents (including all amendments thereto); (iii) original counterparts or copies, certified as true and complete, of the assignments, deeds and leases for all of the 2012 Transaction Properties; and (iv) such other related documents and information as the Administrative Agent shall have reasonably requested. The 2012 Transaction Documents shall be in form and substance satisfactory to the Lender, in all respects on or prior to 2 June 2010: (a) certificate of incumbency of each Borrower and the Seanergy Holdings Guarantor signed by its secretary or a director thereof, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Laws, as the case may be, from the date of the Financial Agreement until the date of such certificate, or advising of any change thereto by attaching the relevant amendment to the certificate; (b) certificate or other evidence in respect of the existence and good standing of each Borrower and the Seanergy Holdings Guarantor dated not more than fifteen (15) days before the date of this Addendum No. 3; (c) minutes of meeting of the directors and shareholders, or resolutions of the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto to which the relevant Borrower is a party; (d) evidence of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower and the Seanergy Holdings Guarantor; (e) the Supplemental Security Documents referred to in Clause 4, all duly executed, delivered to the Lender and where appropriate duly registered with the relevant authorities; (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination;Administrative Agent. (g) opinions from lawyers appointed by The Administrative Agent shall have received evidence that any Liens on the Lender at 2012 Transaction Properties shall be released upon or prior to the Borrowers’ expense as to consummation of the 2012 Tranactions, and all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any Lien releases, UCC-3’s, or other documents or instruments necessary or desirable to effect such Lien releases shall have been executed pursuant thereto or hereto;and delivered to the Administrative Agent in form and substance satisfactory to the Administrative Agent. (h) payment to The Administrative Agent shall be reasonably satisfied with the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees environmental condition of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents;2012 Transaction Properties (i) payment to the Lender The Administrative Agent shall have received an opinion of an amount of the fees of the ▇▇(i) ▇▇▇▇▇▇ Islands & ▇▇▇▇▇▇ L.L.P., special counsel of to the Lender;Borrower, and (ii) local counsel for each state (other than Michigan) in which any 2012 Transaction Property is located, in each case in form and substance satisfactory to the Administrative Agent. (j) payment to The Administrative Agent shall have received a certificate of a Responsible Officer certifying that the Lender of an amount of the fees of the Bahamian counsel of the Lender;Borrower has received all consents and approvals required by Section 7.03. (k) payment The Administrative Agent shall have received a Reserve Report with respect to the Lender of an amount of Borrowing Base Properties, including the fees of 2012 Transaction Properties, prepared by Internal Petroleum Engineers accompanied by a certificate signed by a Responsible Officer covering the British Virgin Islands counsel of the Lender; andmatters described in Section 8.12(c). (l) evidence The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of all Security Instruments that are determined by the Administrative Agent to be necessary or desirable in order to permit the Administrative Agent to be reasonably satisfied that the Borrowers are Security Instruments will create upon recording first priority, perfected Liens (subject only to Excepted Liens identified in compliance with their obligations under Clause 19.22 clauses (a) to (d) and (f) of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent definition thereof, but subject to the Borrowers’ request referred to in Recital E hereof notwithstanding that all provisos at the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment end of such conditions within ten definition) on at least 80% of the total value of the proved Oil and Gas Properties evaluated in the Reserve Report delivered pursuant to clause (10k) days above. (m) The Administrative Agent shall have received projections of QRE MLP and its Subsidiaries, after giving effect to the 2012 Transactions, through the fiscal year ending December 31, 2015, which projections shall be reasonably satisfactory to the Administrative Agent. (n) The Administrative Agent shall have received the preliminary unaudited pro forma balance sheet of QRE MLP as of December 31, 2011. (o) The Administrative Agent shall have received appropriate Uniform Commercial Code search certificates reflecting no prior Liens encumbering the Properties of the Obligors for each of the following jurisdictions: Delaware and any other jurisdiction requested by the Administrative Agent; other than those being assigned or released on or prior to the Effective Date or at Liens permitted by Section 9.03. (p) The Administrative Agent shall have received copies of the hedging arrangements described on Schedule II attached hereto (the “2012 Hedging Arrangements”). The Administrative Agent shall have received satisfactory evidence that such 2012 Hedging Arrangements are fully effective on the Third Amendment Effective Date. (q) The Administrative Agent shall have completed and be satisfied with due diligence (including regarding business, financial, reserve, legal and environmental matters) relative to the 2012 Transactions, the 2012 Transaction Properties, QRE MLP, the Borrower, and the Subsidiaries. (r) The Administrative Agent shall have received such other time specified by documents as the LenderAdministrative Agent or special counsel to the Administrative Agent may reasonably request. The Administrative Agent shall notify the Borrower and the Lenders of the Third Amendment Effective Date, and such notice shall be conclusive and binding.

Conditions Precedent. 3.1 The Lender’s agreement to consent to release of the Borrowers’ requests referred to Shareholder from its obligations under the Charge Option (as defined in Recital F hereof the Original Loan Agreement) is subject to conditional upon and shall not be effective unless and until the condition that the Lender shall have Agent has received the following in form and substance satisfactory to it: 3.1.1 on the Lenderdate of this Deed, a Certified Copy of the instrument pursuant to which the Merger was effected (the “Certificate of Merger”) and a Certified Copy of the Agreement and Plan of Merger referred to in all respects the Certificate of Merger; 3.1.2 on or prior to 2 June 2010the date of this Deed, one (1) counterpart duly executed by the Second Merger Party and the Guarantor (in the case of this Deed) and the Second Merger Party (in respect of the Security Letter) of: (a) certificate this Deed; and (b) the Security Letter; 3.1.3 on the date of incumbency this Deed, a Certified Copy of each Borrower the third supplemental agreement to the Commercial Loan Agreement (as defined in the Original Loan Agreement) duly executed by the Second Merger Party and the Seanergy Holdings Guarantor signed by its secretary or a director thereof(the amendments to be made to the Commercial Loan Agreement (as defined in the Original Loan Agreement) pursuant to the third supplemental agreement shall be the same, stating, inter alia, the officers and/or directors of same and that no amendment has been effected to its Articles of Incorporation and By-Lawsmutatis mutandis, as the case may be, amendments to be made to the Original Loan Agreement pursuant to this Deed); 3.1.4 one (1) counterpart of the Charge Option duly executed by the Shareholder; 3.1.5 a written confirmation from the Builder evidencing its due consent to the Merger; 3.1.6 evidence of the due execution and registration in the Shipbuilding Register in Bremerhaven of the original Certificate of Merger and any other document necessary to reflect the Merger as it relates to the registration of the Vessel and the First Pre-Redelivery Mortgage and the Second Pre-Redelivery Mortgage; 3.1.7 evidence that all necessary changes have been made to the Insurances to reflect the Merger; 3.1.8 a written confirmation from the Borrower that from the date of this Deed all consents and waivers which are required under the Financial Loan Agreement until or any of the date other Security Documents in connection with the Merger have been given in accordance with the terms of such certificatethe Loan Agreement or the relevant Security Document; 3.1.9 a written confirmation from the Process Agent that it will act for the Second Merger Party and the Guarantor as agent for service of process in England in respect of this Deed and for the Shareholder in respect of the Charge; 3.1.10 the following corporate documents in respect of each of the Second Merger Party, or advising the Guarantor and the Shareholder (together the “Relevant Parties”): (a) Certified Copies of any change thereto consents required from any ministry, governmental, financial or other authority for the execution of and performance by attaching the relevant amendment respective Relevant Party of its obligations under this Deed and each of the other Security Documents to which it will become a party or if no such consents are required a certificate from a duly appointed officer of the certificateRelevant Party to this effect confirming that no such consents are required; (b) notarially attested secretary’s certificate or other evidence in respect of each of the existence Relevant Parties: (i) attaching a copy of its Certificate of Incorporation and good standing Memorandum of each Borrower Association and Bye-Laws (or equivalent constitutional documents) evidencing power to enter into the Seanergy Holdings Guarantor dated not more than fifteen (15) days before transactions contemplated in this Deed and in the date of this Addendum No. 3other Security Documents to which it will become a party pursuant hereto; (cii) minutes giving the names of meeting its present officers and directors; (iii) setting out specimen signatures of such officers and directors as are authorised by the directors and shareholders, Relevant Party to sign documents or resolutions of otherwise undertake the directors and shareholders of each Borrower at which there was approved the entry into execution delivery and performance of that Relevant Party’s obligations under this Addendum No. 3, Deed and the Supplemental Security Documents and any or other documents executed pursuant hereto or thereto contemplated hereby to which the relevant Borrower is it will become a party; (div) evidence giving the legal owner of the due authority of any person signing this Addendum No. 3, the Supplemental Security Documents and any other documents executed pursuant hereto or thereto on behalf of each Borrower its shares and the Seanergy Holdings Guarantornumber of such shares held; (ev) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders or members of each of the Relevant Parties authorising (as applicable) the Supplemental execution of this Deed and any documents contemplated in this Deed and such of the other Security Documents to which it will become a party and the issue of any power of attorney to execute the same; and (vi) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; 3.1.11 the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.12 filing of the UCC-3 amendments with the Secretary of State of Delaware more particularly described in Clause 4.2.4; and 3.1.13 the issue of such favourable written legal opinions including in respect of Delaware, Bermuda and Germany in such form as the Agent may require relating to all aspects of the transactions contemplated hereby governed by any applicable law, PROVIDED THAT no Event of Default and no Possible Event of Default has occurred and is continuing on the Effective Date other than that waived by the Agent pursuant to the letters dated 9 March 2004 and 20 April 2004 from the Agent to the Borrower. 3.2 If the Lenders, acting unanimously, decide (or the Agent in accordance with the Agency and Trust Deed decides) to permit the release of the Shareholder from its obligations under the Charge Option (as defined in the Original Loan Agreement) hereby without having received all of the documents or evidence referred to in Clause 43.1, all duly executed, delivered the Borrower will nevertheless deliver the remaining documents or evidence to the Lender and where appropriate duly registered with the relevant authorities; Agent within fourteen (f) confirmation from any agents for service of process nominated in this Addendum No. 3 and elsewhere in the Supplemental Security Documents for the acceptance of any notice of service of process that they consent to such nomination; (g) opinions from lawyers appointed by the Lender at the Borrowers’ expense as to all such aspects of law as the Lender shall deem relevant for this Addendum No. 3 and the Supplemental Security Documents and any other documents executed pursuant thereto or hereto; (h) payment to the Lender of an amount of Four thousand Five hundred Euros (€4,500) in respect of legal fees of the Greek and English legal advisors of the Lender in respect of this Addendum No. 3 and the Supplemental Security Documents; (i) payment to the Lender of an amount of the fees of the ▇▇▇▇▇▇▇▇ Islands counsel of the Lender; (j) payment to the Lender of an amount of the fees of the Bahamian counsel of the Lender; (k) payment to the Lender of an amount of the fees of the British Virgin Islands counsel of the Lender; and (l) evidence that the Borrowers are in compliance with their obligations under Clause 19.22 of the Financial Agreement. PROVIDED HOWEVER THAT the Lender may in its absolute discretion consent to the Borrowers’ request referred to in Recital E hereof notwithstanding that all the conditions specified in this Clause 5 have not been fulfilled and in this event the Borrowers hereby covenant to procure the fulfilment of such conditions within ten (1014) days after of the Effective Date (or at such other time specified by period as the LenderAgent may stipulate) and the release of the Shareholder as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent or the Lenders any obligation to permit the amendment in the absence of such documents or evidence.