SIDE LETTER
Exhibit 4.37
SIDE LETTER
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To:
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FELLOW SHIPPING CO.
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Trust Company Complex
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Ajeltake Road
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Ajeltake Island
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Majuro MH96960
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Xxxxxxxx Islands
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and
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PREMIER MARINE CO.
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Trust Company Complex
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Ajeltake Road
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Ajeltake Island
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Majuro MH96960
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Xxxxxxxx Islands
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and
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SEANERGY SHIPMANAGEMENT CORP.
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Trust Company Complex
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Ajeltake Road
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Ajeltake Island
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Majuro MH96960
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Xxxxxxxx Islands
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11 January 2022
Dear Sirs
Facility agreement dated 11 September 2015 (as amended and/or supplemented by a supplemental agreement dated 3 June 2016, a supplemental letter agreement dated 29 July 2016, a supplemental letter
agreement dated 7 March 2017, a supplemental letter agreement dated 25 September 2017, a supplemental letter agreement dated 30 April 2018 and a supplemental letter agreement dated 10 October 2018, as amended and/or restated by a deed of accession,
amendment and restatement dated 22 November 2018 and as further amended and/or supplemented by a supplemental agreement dated 3 July 2019, a supplemental agreement dated 8 February 2021, the “Facility Agreement”) made between, amongst others, (i)
Premier Marine Co. and Fellow Shipping Co. (the “Owner”) as joint and several borrowers (together, the “Borrowers”), (ii) Seanergy Maritime Holdings Corp. as guarantor and (iii) UniCredit Bank AG as original lender (the “Lender”) pursuant to which
the Lender has made available to the Borrowers a facility of up to $52,704,790
We refer to the Facility Agreement. Words and expressions defined in the Facility Agreement shall have the same meaning when used in this letter unless the context otherwise requires.
Following a request by the Borrowers, we have agreed to the appointment Seanergy Shipmanagement Corp., a company incorporated in the Republic of the Xxxxxxxx Islands whose registered address is at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Xxxxxxxx Islands (the “Technical Manager”) as technical manager of m.v. “FELLOWSHIP” with IMO number 9522099 (the “Ship”)
in place of V.Ships Limited with effect from 17 June 2021 (the “Effective Date”). From the Effective Date, all references to the “Approved Manager” in the Facility Agreement and the other Finance Documents
shall be construed as references to include the Technical Manager.
We hereby confirm our approval to these arrangements, subject to receipt of the following documents in form and substance as may be approved or required by us on or before the signature hereof:
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a Manager’s Undertaking executed by the Technical Manager in respect of the Ship;
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a copy of the management agreement executed by the Technical Manager in respect of the Ship certified as true and in effect by a director of the Owner;
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a copy of the Technical Manager’s Document of Compliance issued by the authorities of the Republic of the Xxxxxxxx Islands certified as true and in effect by a director of the Owner;
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a copy of the Safety Management Certificate issued pursuant to the ISM Code in respect of the Ship certified as true and in effect by a director of the Owner;
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a copy of the ISSC issued pursuant to the ISPS Code in respect of the Ship certified as true and in effect by a director of the Owner;
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a certificate of incumbency issued by a director or officer of the Technical Manager confirming the names of the directors and/or officers of the Technical Manager;
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a Manager’s Undertaking executed by V.Ships Limited in respect of the Ship; and
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a copy of the management agreement executed by V.Ships Limited in respect of the Ship certified as true and in effect by a director of the Owner.
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This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.
This letter and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law and the courts of England shall have exclusive jurisdiction
in relation to all matters which may arise out of or in connection with this letter and any non-contractual obligations arising out of or in connection with it.
Please confirm your agreement by signing the acknowledgement below.
Yours faithfully
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/s/ Xxx Xxxxxxxxx
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/s/ Xxxxxxxxx-Xxxx
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Xxx Xxxxxxxxx
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Xxxxxxxxx-Xxxx
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for and on behalf of
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UNICREDIT BANK AG
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2
We hereby acknowledge receipt of the above letter and confirm our agreement to the terms hereof.
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/s/ Xxxxxxx Xxxxxxxx
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/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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for and on behalf of
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for and on behalf of
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FELLOW SHIPPING CO.
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PREMIER MARINE CO.
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/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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for and on behalf of
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Date: 11 Janaury 2022
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3
