JELCO DELTA HOLDING CORP. as Lender and SEANERGY MARITIME HOLDINGS CORP. as Borrower AMENDED AND RESTATED LOAN AGREEMENT in respect of a loan agreement dated 4 October 2016 as amended by amendment no.1 dated as of 17 November 2016 and as amended and...

Exhibit 4.59

Dated 28 November 2016
as amended and restated on 13 February 2019

JELCO DELTA HOLDING CORP.

as Lender

and

SEANERGY MARITIME HOLDINGS CORP.

as Borrower

AMENDED AND RESTATED LOAN AGREEMENT

in respect of
a loan agreement dated 4 October 2016

as amended by amendment no.1 dated as of 17 November 2016 and as amended and restated on 28 November 2016 and supplemented on 13 June 2018

relating to
a facility originally of US$12,800,000

Index

Clause		Page

1	Purpose, Definitions and Interpretation	1
2	The Loan	9
3	Interest	10
4	Repayment	10
5	Prepayment	11
6	Representations and Warranties	11
7	Covenants and Undertakings of the Borrower	12
8	Insurance	12
9	Ship Covenants	16
10	Events of Default	20
11	Fees	21
12	Application of Receipts	22
13	Notices	22
14	Amendments and Waivers	23
15	Process Agent	23
16	Governing Law and Jurisdiction	23
17	Miscellaneous	23

Schedules

Schedule 1 Form of Drawdown Notice	25
Schedule 2 Condition Precedent Documents	26
Part A	26
Part B	27

THIS LOAN AGREEMENT (the “Loan Agreement’) is originally made on 4 October 2016, amended and restated on 28 November 2016 as further amended and restated by an amending and restating agreement dated 13 February 2019.

PARTIES

(1)	JELCO DELTA HOLDING CORP., a corporation organised under the laws of the Republic of the Xxxxxxxx Islands whose registered office is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Xxxxxxxx Islands (the "Lender")

(2)	SEANERGY MARITIME HOLDINGS CORP., a corporation organised under the laws of the Republic of the Xxxxxxxx Islands whose registered office is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Xxxxxxxx Islands (the "Company")

BACKGROUND

(A)

The Company entered into a facility agreement originally on 4 October 2016, amended and restated on 28 November 2016, and amended and supplemented by a supplemental agreement dated 13 June 2018 with the Lender in respect of a loan facility of originally up to US$12,800,000 (the “Facility Agreement”).

(B)

Security interests previously created in favour of the Lender over each of m.v. “LORDSHIP” and m.v. “KNIGHTSHIP” by Lord Ocean Navigation Co. and Knight Ocean Navigation Co., respectively, as guarantors of the obligations of the Company under the Facility Agreement have been fully released with the Lender’s consent.

(C)	Emperor Holding Ltd. of the Xxxxxxxx Islands (the "Additional Guarantor") has provided further security to the Lender under the Facility Agreement in the form of a guarantee (the “Additional Guarantee”) dated 13 June 2018.

(D)	The Company is the registered, legal and beneficial owner of the Additional Guarantor.

(E)	The Company borrowed an aggregate principal amount of US$12,800,000 from the Lender of which US$5,900,000 is outstanding on the date of this Agreement.

(F)

The Borrower has requested and the Lender agree to extend the Final Repayment Date to 30 June 2020, subject to the terms and conditions set out in this Loan Agreement, including that the Borrower procure the provision of a second priority mortgage and general assignment over m.v. “Partnership” in favour of the Lender.

OPERATIVE PROVISIONS

In consideration of the mutual covenants herein contained, and for such other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1	PURPOSE, DEFINITIONS AND INTERPRETATION

1.1

Purpose

This Loan Agreement sets out the terms and conditions upon and subject to which it is agreed that the Lender will continue to make available to the Borrower a loan originally of up to United States Dollars twelve million eight hundred thousand (US$12,800,000) and currently outstanding in the amount of United States Dollars five million nine hundred thousand (US$5,900,000) for working capital purposes.

1.2	Definitions

In this Loan Agreement, unless the context otherwise requires each term or expression defined in the recital of the parties and this clause shall have the meaning given to it in the recital of the parties and in this clause and:

“Additional Guarantee” means an irrevocable and unconditional guarantee of the obligations of the Borrower to be executed by the Additional Guarantor in favour of the Lender in the Agreed Form;

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

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

“Advance A” means the amount of US$4,150,000 drawn down in two sub-advances on 5 and on 6 October 2016 to pay the principal amount outstanding of Advance A at any relevant time;

“Advance B” means an amount of up to US$8,650,000 to finance the principal amount outstanding of Advance B at any relevant time;

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

"Amending and Restating" means the second amending and restating agreement dated 13 February 2019 and made between the Borrower and the Lender;

“Applicable Margin” means 8.5 per cent. per annum;

"Approved Charter" means each of:

(a) the time charter for the Ship dated 26 May 2017 (as amended and/or supplemented by a first addendum dated 23 May 2018, as further amended and extended by a second addendum dated 28 November 2018 and as may be further amended and/or extended from time to time) made between the Borrower as owner and the Approved Charterer as charterer; and

(b) the time charter for the Ship dated 14 September 2018 (as may be amended and/or supplemented from time to time) made between the Borrower as owner and the Approved Charterer as charterer,

and, in the plural, means both of them.

"Approved Charterer" means Uniper Global Commodities SE, a company incorporated in Germany whose principal office is at Xxxxxxxxxxx 0, Xxxxxxxxxx, Xxxxxxx.

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

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

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

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

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

(a)

20 December 2016 (or such later date as the Lender may agree with the Borrower); and

(b)

the date on which that Advance is fully borrowed, cancelled or terminated;

"Banking Day" means any day on which banks and foreign exchange markets in New York, London and Athens and in each country or place in or at which any act is required to be done under this Loan Agreement, are open for the transaction of business of the nature contemplated in this Loan Agreement;

"Borrower" means the Company as specified at the beginning of this Loan Agreement;

“Closing Date” means the date of Utilisation of Tranche A under the Senior Agreement;

"Dollar" and "US$" mean the lawful currency of the United States of America;

"Drawdown Date" means, in respect of an Advance, the Banking Day, not earlier than the date of this Loan Agreement upon which the Borrower has requested that an Advance be made available or (as the context requires) the date on which that Advance is actually made by the Lender to the Borrower hereunder;

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

(a)

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

(i)

all freight, hire and passage moneys;

(ii)

compensation payable to the Owner or the Lender in the event of requisition of the Ship for hire;

(iii)

remuneration for salvage and towage services;

(iv)

demurrage and detention moneys;

(v)

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

(vi)

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

(b)

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

“Environmental Claim” means:

(a)

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

(b)

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

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

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

(a)

any release of Environmentally Sensitive Material from the Ship; or

(b)

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

(c)

any other incident in which Environmentally Sensitive Material is released otherwise than from the Ship and in connection with which the Ship is actually liable to be arrested and/or where the Owner of the Ship and/or any operator or manager of the Ship is at fault otherwise liable to any legal or administrative action;

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

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

"Event of Default" means any of the events or circumstances described in Clause 10;

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

"Final Repayment Date" means:

(a)

30 June 2020; or

(b)

if earlier, the date on which the Lender terminates or cancels this Loan Agreement in accordance with the provisions hereof;

“Finance Documents” means together:

(a)

this Loan Agreement;

(b)

the Guarantee;

(c)

the Amending and Restating Agreement;

(d)

the Intercreditor Deed;

(e)

the General Assignment;

(f)

the Mortgage;

(g)

the Approved Manager’s Undertaking;

(h)

the Additional Guarantee; and

(i)

any other document (whether creating a Security Interest or not) which is executed at any time by the Borrower or the Owner (except from an Approved Manager outside of the Lender’s group) or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lender under this Loan Agreement or any of the other documents referred to in this definition and, in the singular, means any of them;

“General Assignment” means, in relation to a Ship, a second priority general assignment of (inter alia) the Earnings, the Insurances and any Requisition Compensation relative to the Ship executed or, as the context may require, to be executed by the Owner of the Ship in favour of the Lender in the Agreed Form and, in the plural, means both of them;

"Guarantee" means, in relation to the Owner, an irrevocable and unconditional guarantee of the obligations of the Borrower executed or to be executed by the Owner in favour of the Lender;

“IACS” means the International Association of Classification Societies;

"Insurances" means, in relation to the Ship:

(a)

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

(b)

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

"Intercreditor Deed" means an agreement made or to be made between (i) the Owner, (ii) the Lender and (iii) the Senior Mortgagee pursuant to which the Lender and the Senior Mortgagee will regulate their rights under the Senior Agreement and this Loan Agreement;

"Interest Payment Date" means each date for the payment of interest in accordance with Clause 3;

"Interest Period" means each period for the payment of interest pursuant to Clause 3;

"Interest Rate" means the rate of interest payable in respect of the Loan ascertained in accordance with the provisions of Clause 3;

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

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

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

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

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

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

“Owner” means PARTNER SHIPPING CO. LIMITED, a company incorporated in the Republic of Malta whose registered address is at 000/0 Xx. Xxxxx Xxxxxx, Xxxxxxxx, XXX 0000, Xxxxx;

"Permitted Charter" means:

(a)

the Approved Charter;

(b)

any Charter:

(i)

which is a time, voyage or consecutive voyage charter;

(ii)

the duration of which does not exceed 13 months plus a redelivery allowance of not more than 30 days;

(iii)

which is entered into on bona fide arm's length terms at the time at which the Ship is fixed;

and

(iv)

in relation to which not more than two months' hire is payable in advance,

and any other Charter which is approved in writing by the Lender;

"Permitted Security Interests" means:

(a)

Security Interests created by the Finance Documents;

(b)

Security Interests created by or pursuant to the Senior Finance Documents or contemplated by the Intercreditor Deed;

(c)

a Permitted Charter;

(d)

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

(e)

liens for salvage;

(f)

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

(g)

liens for master's disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or

maintenance of the Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Owner in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 9.13(g);

(h)

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

(i)

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

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

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

“Security Interest” means:

(a)

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

(b)

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

(c)

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

"Security Period" means the period commencing on the date of this Loan Agreement and ending on the date on which the Lender notifies the Borrower that:

(a)

all amounts which have become due for payment by the Borrower under this Loan Agreement have been paid; and

(b)

no amount is owing or has accrued (without yet having become due for payment) under this Loan Agreement;

"Senior Agreement" means the agreement dated 13 February 2019 and made between (i) the Owner as borrower, (ii) the entities listed in Part B and C thereto as lenders, and (iii) Amsterdam Trade Bank N.V. as agent in respect of a loan of up to $20,890,000 to refinance existing indebtedness over the Ship and for general working capital purposes of the Borrower and its subsidiaries;

"Senior Finance Documents" means:

(a)

the first preferred Luxemburg mortgage on the Ship owned by the Owner executed or to be executed by the Owner in favour of the Senior Mortgagee; and

(b)

the first priority general assignment of the Earnings, Insurances and any Requisition Compensation in respect of the Ship owned by the Owner executed or to be executed by such Owner in favour of the Senior Mortgagee;

“Senior Mortgagee” means Amsterdam Trade Bank N.V., of The Netherlands, acting through its office at World Trade Center, Tower I Xxxxx 0 Xxxxxxxxxxxxxx 0000 0000 XX, Xxx Xxxxxxxxxxx;

"Ship" means the Capesize dry bulk carrier type vessel of a maximum of 179,213 DWT named "PARTNERSHIP", having IMO Number 9597848 built by Hyundai Samho HI in 2012 and registered in the name of the Borrower under an Approved Flag;

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

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

(a)

actual, constructive, compromised, agreed or arranged total loss of the Ship;

(b)

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

(c)

any condemnation of the Ship by any tribunal or by any person or person claiming to be a tribunal; and

(d)

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

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

(a)

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

(b)

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

(i)

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

(ii)

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

(c)

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

“V. Ships” means V. Ships Limited, a corporation incorporated and existing under the laws of Cyprus whose registered office is at Xxxxx Xxxxxxx, 00-00, Xxxx Xxxxxx, 0000 Xxxxxxxx, Xxxxxx.

1.3	Construction of certain terms

In this Loan Agreement:

"approved" means, for the purposes of Clause 8, approved in writing by the Lender at its discretion;

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

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

"document" includes a deed; also a letter or fax;

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

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

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

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

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

"obligatory insurances" means, in relation to a Ship, all insurances effected, or which the Owner of that Ship is obliged to effect, under Clause 8 or any other provision of this Loan Agreement or another Finance Document;

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

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

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

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

THE LOAN

2.1	Commitment to Lend

Subject to (i) the terms of this Loan Agreement and (ii) receipt by the Lender of the documents and/or evidence specified in paragraph 2.2(a) below, it is hereby agreed and undertaken by the Lender to continue to lend to the Borrower a sum of United States Dollars Five million nine hundred thousand (US$5,900,000).

2.2	Conditions Precedent to Lend

The documents and/or evidence referred to in Clause 2.1 above to be received by the Lender are the following:

(a)	the documents described in Part A of Schedule 2 on or prior to the date of the Amending and Restating Agreement;

(b)	a Drawdown Notice in the form set out in Schedule 1 hereto not later than 11.00 a.m. (London time) two (2) business days prior to the relevant Drawdown Date, except as the Lender may otherwise permit in writing.

INTEREST

3.1	Interest Periods

The period during which the Loan shall be outstanding under this Loan Agreement shall be divided into consecutive Interest Periods of three months' duration.

3.2	Beginning and end of Interest Periods

The first Interest Period applicable to an Advance shall start on the Drawdown Date relative to that Advance and end on the date which numerically corresponds to the Drawdown Date and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period except that, if there is no numerically corresponding date in that calendar month, the Interest Period shall end on the last Banking Day in that month. The first Interest Period applicable to the second Advance shall be a period ending on the last day of the Interest Period applicable to the first Advance then current, whereupon both Advances shall be consolidated and treated as a single advance.

3.3	Non-Banking Days

If an Interest Period would otherwise end on a day which is not a Banking Day, that Interest Period will instead end on the next Banking Day in that calendar month (if there is one) or the preceding Banking Day (if there is not).

3.4	Interest rate

During each Interest Period interest shall accrue on the Loan at the rate equal to the sum of (a) the Applicable Margin and (b) the three (3) month London Interbank Offered Rate for deposits in Dollars determined at or about 11.00 a.m. (London time) two (2) Banking days prior to the first day of each Interest Period (“LIBOR”).

3.5	Accrual and payment of interest

Interest shall accrue from day to day, shall be calculated on the basis of a 360 day year and the actual number of days elapsed and shall be paid by the Borrower to the Lender on the last day of each Interest Period Provided that if no Event of Default has occurred which is continuing, the Borrower shall have the option to defer one interest payment during the Security Period which once deferred shall accrue interest at the Interest Rate and become due and payable on the Final Repayment Date.

3.6	Default interest

In the event of a failure by the Borrower to pay any amount on the date on which such amount is due and payable pursuant to this Loan Agreement and irrespective of any notice by the Lender or any other person to the Borrower In respect of such failure, the Borrower shall pay interest on such amount on demand from the date of such default up to the date of actual payment at the per annum rate which is the aggregate of: (a) two point fifty per cent (2.50%); and (b) the Interest Rate.

REPAYMENT

The Borrower shall repay the Loan in one bullet payment together with accrued interest thereon on the Final Repayment Date. The Borrower shall effect repayment forthwith but in any case no later than two (2) Banking Days from the Final Repayment Date.

5	PREPAYMENT

5.1	Voluntary prepayment

The Loan together with accrued interest thereon may be prepaid in whole or in part provided that the Lender has received from the Borrower (i) at least 2 Banking Days' prior written notice and (ii) the prepayment fee referred to in Clause 11.1.

5.2	Final Repayment Date

On the Final Repayment Date, the Borrowers shall additionally pay to the Lender all other sums then accrued or owing under any Finance Document.

5.3	Mandatory prepayment

The Borrower shall be obliged to prepay:

(a)	the whole of the Loan:

(i)

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

(ii)

if the Ship becomes a Total Loss, on the earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the Lender of the proceeds of insurance relating to such Total Loss;

(b)	an amount equal to 25 per cent. of the net proceeds of any public offering of securities concluded by the Borrower, payable on the Lender's demand.

5.4	Amounts payable on prepayment

A prepayment shall be made together with (i) accrued interest and (ii) in the case of a voluntary prepayment, the prepayment fee referred to in Clause 11.1 but without any penalty.

5.5	No reborrowing

No amount prepaid or repaid may be reborrowed.

6	REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants (and each representation and warranty is deemed repeated at each Drawdown Date) that:

6.1	Organisation

The Borrower is a corporation duly organised, validly existing and in good standing under the laws of the Xxxxxxxx Islands and is duly qualified to do business and is in good standing in such jurisdictions where such qualification is necessary.

6.2	Enforceability

This Loan Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies.

6.3	No Conflict

Neither the execution or delivery of this Loan Agreement by the Borrower, the consummation by the Borrower of the Loan ( or any part thereof), nor compliance by the Borrower with the terms and provisions hereof will (i) violate any law, constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any court or governmental authority to which the Borrower is subject, (ii) conflict with or result in a breach or default under the Borrower's organisational documents, (iii) conflict with or result in a breach or default which is material in the context of this Loan Agreement under any agreement or instrument to which the Borrower is a party or by which it or any of its properties, whether now owned or hereafter acquired, is subject or bound, or (iv) result in the creation or imposition of any lien, charge, or encumbrance of any nature upon any property or assets, whether now owned or hereafter acquired, of the Borrower.

7	COVENANTS AND UNDERTAKINGS OF THE BORROWER

The Borrower undertakes with the Lender that, from the date of this Loan Agreement and so long as any moneys are owing under this Loan Agreement, to comply with the following provisions, except as the Lender may otherwise permit in writing:

7.1	The Borrower undertakes that it shall procure that no substantial change is made to the corporate structure of the Owner from that carried on at the date of this Loan Agreement.

7.2	The Borrower undertakes that it shall procure that no substantial change is made to the general nature of the business of the Owner from that carried on at the date of this Loan Agreement.

7.3	The Borrower undertakes that it shall not transfer, lease or otherwise dispose of and shall procure that the Owner shall transfer, lease or otherwise dispose of all or a substantial part of its assets whether by one transaction or a number of transactions, whether related or not.

7.4	The Borrower undertakes that it shall procure that the Owner executes and, where applicable, registers in accordance with the laws of the Xxxxxxxx Islands, the Mortgage, the Guarantee and the General Assignment.

INSURANCE

8.1

General

The Borrower also undertakes with the Lender to comply with the following provisions of this Clause 8 at all times during the Security Period except as the Lender may otherwise permit.

8.2	Maintenance of obligatory insurances

The Borrower shall procure that the Owner shall keep the Ship insured at the expense of the Owner against:

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

(b)	war risks;

(c)	protection and indemnity risks; and

(d)	any other risks against which the Lender considers, having regard to practices and other circumstances prevailing at the relevant time, it would, in the opinion of the Lender, be reasonable for the Owner to insure and which are specified by the Lender by notice to the Owner.

8.3	Terms of obligatory insurances

The Borrower shall procure that the Owner shall effect such insurances:

(a)	in Dollars;

(b)	in the case of fire and usual marine risks and war risks, on an agreed value basis in an amount at least the greater of (i) an amount which equals 120 per cent. of the Loan and (ii) the Market Value of the Ship; and

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

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

(e)	on approved terms; and

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

8.4	Further protections for the Lender

In addition to the terms set out in Clause 8.3, the Borrower shall, and shall procure that, the obligatory insurances effected by the Owner shall:

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

(i)

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

(A)

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

(B)

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

(ii)

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

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

(b)

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

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

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

(e)	provide that such obligatory insurances shall be primary without right of contribution from other insurances effected by the Lender; and

(f)	provide that the Lender may make proof of loss if the Owner fails to do so.

8.5	Renewal of obligatory insurances

The Borrower shall procure that the Owner shall:

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

(i)

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

(ii)

obtain the Lender’s approval to the matters referred to in paragraph (i);

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

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

8.6	Copies of policies; letters of undertaking

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

(a)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 8.4;

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

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

(d)

they will notify the Lender, not less than 10 days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Lender of the terms of the instructions; and

(e)

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

8.7	Copies of certificates of entry; letters of undertaking

The Borrower shall procure that the Owner shall ensure that any protection and indemnity and/or war risks associations in which the Ship is entered provides the Lender with:

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

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

(c)

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

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

8.8	Deposit of original policies

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

8.9	Payment of premiums

The Borrower shall procure that the Owner shall punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts when so required by the Lender.

8.10

Guarantee

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

8.11	Compliance with terms of insurances

The Borrower shall procure that Owner shall not do or omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:

(a)

the Owner shall take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in Clause 8.6(c)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Lender has not given its prior approval;

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

(c)

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

(d)

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

8.12	Alteration to terms of insurances

The Borrower shall procure that the Owner shall neither make nor agree to any alteration to the terms of any obligatory insurance nor waive any right relating to any obligatory insurance.

8.13	Settlement of claims

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

8.14	Provision of copies of communications

The Borrower shall procure that the Owner shall provide the Lender, at the time of each such communication, copies of all written communications (other than (unless specifically required by the Lender) communications of an entirely routine nature) between the Owner and:

(a)	the approved brokers;

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

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

(i)

the Owner's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and

(ii)

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

9	SHIP COVENANTS

9.1

General

The Borrower also undertakes with the Lender to comply with the following provisions of this Clause 9 at all times during the Security Period except as the Lender may otherwise permit in writing (such permission not to be unreasonably withheld in the case of Clause 9.13(b).

9.2	Ship's name and registration

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

9.3	Repair and classification

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

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

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

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

9.4	Classification society undertaking

The Borrower shall procure that the Owner shall instruct the classification society referred to in Clause 9.3 (and procure that the classification society undertakes with the Lender) in relation to the Ship:

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

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

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

(i)

receives notification from the Owner or any person that that Ship's classification society is to be changed; or

(ii)

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

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

(i)

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

(ii)

if the Owner is in default of any of its contractual obligations or liabilities to the classification society, to specify to the Lender in reasonable detail the facts and circumstances of such default, the consequences thereof, and any remedy period agreed or allowed by the classification society.

9.5	Modification

The Borrower shall procure that the Owner shall not make any modification or repairs to, or replacement of, the Ship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Ship or materially reduce its value.

9.6	Removal of parts

The Borrower shall procure that the Owner shall not remove any material part of the Ship, or any item of equipment installed on, the Ship unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Lender and becomes on installation on the relevant Ship the property of the relevant Owner and subject to the security constituted by the relevant Mortgage Provided that any Owner may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship and may install an open loop scrubber system.

9.7

Surveys

The Borrower shall procure that the Owner shall submit the Ship regularly to all periodical or other surveys which may be required for classification purposes and, if so required by the Lender provide the Lender, with copies of all survey reports.

9.8	Inspection

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

9.9	Prevention of and release from arrest

The Borrower shall procure that the Owner shall promptly discharge:

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

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

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

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

9.10	Compliance with laws etc.

The Borrower shall procure that the Owner shall:

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

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

(c)

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

9.11	Provision of information

The Borrower shall procure that the Owner shall promptly provide the Lender with any information which it requests regarding:

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

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

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

(d)	any towages and salvages; and

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

and, upon the Lender's request, provide copies of any Permitted Charter or any current charter relating to the Ship, of any current charter guarantee and copies of the Owner's or that Approved Managers' Document of Compliance, Safety Management Certificate and the ISSC.

9.12	Notification of certain events

The Borrower shall procure that the Owner shall immediately notify the Lender by email, confirmed forthwith by letter immediately upon becoming aware of:

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

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

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

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

(e)	any intended dry docking of the Ship;

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

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

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

and the Owner shall keep the Lender advised in writing on a regular basis and in such detail as the Lender shall require of the Owner's, each Approved Manager's or any other person's response to any of those events or matters.

9.13	Restrictions on chartering, appointment of managers etc.

The Borrower shall procure that the Owner shall not (without the Lender's prior written consent), in relation to the Ship:

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

(b)	enter into any time or consecutive voyage charter in respect of the Ship other than a Permitted Charter;

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

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

(e)	de-activate or lay up the Ship; or

(f)

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

9.14	Notice of Mortgage

The Borrower shall procure that the Owner shall keep the Mortgage relative to the Ship registered against the Ship as a valid second preferred or, as the case may be, priority mortgage, carry on board that Ship a certified copy of that Mortgage and place and maintain in a conspicuous place in the navigation room and the Master's cabin of the Ship a framed printed notice stating that the Ship is mortgaged by the Owner to the Lender.

9.15	Sharing of Earnings

The Borrower shall procure that the Owner shall not enter into any agreement or arrangement for the sharing of any Earnings.

9.16

ISPS Code

The Borrower shall procure that the Owner shall comply with the ISPS Code and in particular, without limitation, shall:

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

(b)	maintain for the Ship an ISSC; and

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

10	EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 10 is an Event of Default.

10.1	Non-payment

The Borrower or the Owner does not pay on the due date any amount payable by it under any Finance Document to which it is a part at the place and in the currency in which it is expressed to be payable.

10.2	Misrepresentation

Any representation, warranty or statement made or deemed to be repeated by the Borrower or the Owner is or proves to have been incorrect or misleading in any material respect when made or deemed to be repeated.

10.3	Breach of or Undertakings

The Borrower or the Owner is in breach of any covenants or fails to perform any of the undertakings contained in the Finance Documents to which it is a party.

10.4

Security

(a)	Any of the Finance Documents becomes unenforceable; or

(b)	The Owner fails to execute and, where applicable, register the Mortgage and the General Assignment.

10.5	Insolvency

The Borrower or the Owner is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any indebtedness.

10.6	Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken for:

(a)	the suspension of payments, winding-up, dissolution, administration, bankruptcy or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower or the Owner;

(b)	a composition, compromise, assignment with any creditor of the Borrower or the Owner;

(c)	the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, or trustee or other similar officer in respect of the Borrower or the Owner or any of its assets; or any analogous procedure or step is taken in any jurisdiction.

10.7	Impossibility or illegality

Any event occurs which would, or would with the passage of time, render performance of a Finance Document by the Borrower or, as the case may be, the Owner impossible, unlawful or unenforceable by the Lender.

10.8	Revocation or modification of authorisation

Any consent, licence, approval, authorisation, filing, registration or other requirement of any governmental, judicial or other public body or authority which is now, or which at any time during the term of this Loan Agreement becomes, necessary to enable the Borrower or the Owner to comply with any of its obligations under any Finance Document is not obtained, is revoked, suspended, withdrawn or withheld, or is modified in a manner which the Lender considers is, or may be, prejudicial to the interests of the Lender, or ceases to remain in full force and effect.

10.9	Event of Default under the Senior Finance Documents

Any event occurs which constitutes an Event of Default (as that term is defined in the Senior Finance Documents) under any of the Senior Finance Documents.

10.10

Material adverse change

Any event or series of events occurs which, in the reasonable opinion of the Lender, is likely to have a materially adverse effect on the business, assets, financial condition or credit worthiness of the Borrower or the Owner.

10.11

Acceleration

If an Event of Default is continuing the Lender may by notice to the Borrower:

(a)	declare that the Loan, together with accrued interest, and all other amounts accrued or outstanding under this Loan Agreement are immediately due and payable, whereupon they shall become immediately due and payable; and/or

(b)	declare that the Loan is payable on demand, whereupon it shall immediately become payable on demand by the Lender.

FEES

11.1	Prepayment fee

If the Loan or any part thereof is voluntarily prepaid at any time or times prior to the Final Repayment Date, the Borrower shall, on the date of each such prepayment, pay a prepayment fee equal to 2.5 per cent. of the amount prepaid.

12	APPLICATION OF RECEIPTS

12.1	Normal order of application

Except as any Finance Document (including, without limitation, the Intercreditor Deed) may otherwise provide, any sums which are received or recovered by the Lender under or by virtue of any Finance Document shall be applied:

(a)	FIRST: in or towards payment pro rata of any unpaid fees, costs and expenses of the Lender under the Finance Documents;

(b)	SECONDLY: in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement;

(c)	THIRDLY: in or towards payment pro rata of any principal due but unpaid under this Agreement;

(d)	FOURTHLY: in or towards payment pro rata of any other amounts due but unpaid under any Finance Document;

(e)

FIFTHLY: in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Lender, by notice to the Borrower, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 12.1(a), 12.1(b), 12.1(c) and 12.1(d); and

(f)	SIXTHLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.

12.2	Variation of order of application

The Lender may, by notice to the Borrower, provide for a different manner of application from that set out in Clause 12 either as regards a specified sum or sums or as regards sums in a specified category or categories.

12.3	Notice of variation of order of application

The Lender may give notices under Clause 12 from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.

12.4	Appropriation rights overridden

This Clause 12 and any notice which the Lender gives under Clause 16 shall override any right of appropriation possessed, and any appropriation made, by the Borrower or the Owner.

NOTICES

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

If to the Borrower:

x/x 000 Xxxxxxxxxxxx Xxxxxx

00000 Xxxxxxx

Xxxxxx

Attention: Chief Executive Officer

Facsimile: x00 000 0000000

if to the Lender:

x/x Xxxxxxx Xxxxx

Xxxxxxx House

P.O. Box NM 1431

Xxxxxxxx NM FX

Bermuda

Attention: Xxxxxxxx Xxxxxxxxx

Facsimile: +1441 (296) 0329

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

14	AMENDMENTS AND WAIVERS

This Loan Agreement may be amended, modified, superseded, or cancelled, and any of the terms, representations, warranties or covenants hereof may be waived, only by written instrument executed by both of the parties hereto or, in the case of a waiver, by the party waiving compliance.

15	PROCESS AGENT

The Borrower irrevocably appoints Messrs. E.J.C Album Solicitors, presently of Landmark House, 000 Xxxxxxxxxx Xxx, Xxxxxx, XX00 XX0, Xxxxxxx (Attention of Mr. Eduard Album Fax x00 (0) 00 0000 0000, e-mail: xxxx@xxxxx.xxx) to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.

Meaning of "proceedings" and "Dispute"

In this Clause 15, "proceedings" means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Loan Agreement (including a dispute relating to the existence, validity or termination of this Loan Agreement) or any non-contractual obligation arising out of or in connection with this Loan Agreement.

16	GOVERNING LAW AND JURISDICTION

This Loan Agreement (and any non-contractual rights and obligations arising out of or with respect to the subject matter of this Loan Agreement) shall be governed by and construed in accordance with English Law. The parties to this Loan Agreement irrevocably agree that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Loan Agreement (including any non-contractual rights and obligations arising out of or with respect to the subject matter of this Loan Agreement) and that any proceedings may be brought in those courts.

17	MISCELLANEOUS

17.1	The headings of the clauses of this Loan Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Loan Agreement.

17.2

If any provision or part of a provision of this Loan Agreement or its application to either party, shall be, or be found by any authority of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall. not affect the other provisions or parts of such provisions of this Loan Agreement, all of which shall remain in full force and effect;

17.3

This Loan Agreement may be entered into on separate engrossments, each of which when so executed and delivered shall be an original but 'each engrossment shall together constitute one and the same instrument and shall take effect from the time of execution of the last engrossment. Immediate evidence that an engrossment has been executed may be provided by transmission of such engrossment by facsimile machine or by email with the original executed engrossment to be forthwith put in the mail.

17.4	A person who is not a party to this Loan Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 of the United Kingdom to enforce any term of this Loan Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Loan Agreement has been entered into and amended and restated on the dates stated at the beginning of this Loan Agreement.

THE LENDER

SIGNED by Xxxxxxxx Xxxxxxxxx
	)
for and behalf of	) /s/ Xxxxxxxx Xxxxxxxxx
JELCO DELTA HOLDING CORP.	)
in the presence of: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx

THE BORROWER

SIGNED by Xxxxxxxxx Xxxxxxxxx
	)
for and behalf of	) /s/ Xxxxxxxxx Xxxxxxxxx
SEANERGY MARITIME HOLDINGS CORP.	)
in the presence of:

/s/ Xxxxxxxx Mitropetrou Xxxxxxxx Mitropetrou

SCHEDULE 1

FORM OF DRAWDOWN NOTICE

To:	Jelco Delta Holding Corp.
	(the "Lender")

[●] 2016

Re: US$[●] Loan Agreement dated [●]made between (A) Jelco Delta Holding Corp. (the "Lender") and (B) Seanergy Maritime Holdings Corp. (the "Borrower"),

We refer to the Loan and hereby give you notice that we wish to draw Advance B in the amount of $([●]) (Dollars [●]) on [●]. The funds should be credited to [●][●] [name and number of account] held in [●] [name of bank)].

Words and expressions defined in the Loan Agreement shall have the same meanings when used herein.

THE BORROWER

SEANERGY MARITIME HOLDINGS CORP.

By:

Name:

Title:

SCHEDULE 2

CONDITION PRECEDENT DOCUMENTS

PART A

The following are the documents referred to in Clause 2.2(a) required on or prior to the date of the Amending and Restating Agreement.

1	A duly executed original of the Intercreditor Deed.

2	Copies of the certificate of incorporation and constitutional documents of the Borrower and the Owner and any company registration documents in respect of the Borrower or the Owner (including, without limitation, any corporate register excerpts) required by the Lender.

3	Copies of resolutions of the directors of the Borrower and the Owner authorising the execution of each of the Finance Documents to which each is a party and, in the case of the Borrower, authorising named representatives to give the Drawdown Notices and other notices under this Loan Agreement.

4	The original of any power of attorney under which any Finance Document is executed on behalf of a Borrower and the Owner.

PART B

The following are the documents referred to in Clause 7.4 required on or before the Closing Date:

1	A duly executed original of the Mortgage, the Guarantee, the General Assignment (and of each document to be delivered by each of them), in respect of the Ship and the Owner.

2	Documentary evidence that:

(a)	the Ship is in the absolute and unencumbered ownership of the Owner save as contemplated by the Finance Documents and the Senior Finance Documents;

(b)	the Relevant Ship maintains the highest class with a first class classification society which is a member of IACS and acceptable to the Lender as the Lender may approve free of all recommendations and conditions of such classification society;

(c)	the Mortgage relating to the Ship has been duly registered or recorded against the Ship as a valid second preferred or, as the case may be, priority mortgage in accordance with the laws of the Approved Flag State; and

(d)	the Ship is insured in accordance with the provisions of this Loan Agreement and all requirements therein in respect of insurances have been complied with.

3	Documents establishing that the Ship will, as from the Closing Date, be managed by the Approved Managers on terms acceptable to the Lender, together with:

(a)	copies of the Approved Managers’ Document of Compliance, the Ship’s Safety Management Certificate (together with any other details of the applicable safety management system which the Lender requires); and

(b)	a copy of the ISSC in respect of the Ship.

Each of the documents specified in paragraphs 3 and 4 of Part A and every other copy document delivered under this Schedule shall be certified as a true and up to date copy by a director or the secretary (or equivalent officer) of the Owner.

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JELCO DELTA HOLDING CORP. as Lender and SEANERGY MARITIME HOLDINGS CORP. as Borrower AMENDED AND RESTATED LOAN AGREEMENT in respect of a loan agreement dated 4 October 2016 as amended by amendment no.1 dated as of 17 November 2016 and as amended and...

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