EXHIBIT 10.23
[HBU HOLLANDSCHE BANK - UNIE N.V. LOGO]
CREDIT AGREEMENT
THE UNDERSIGNED:
1. Adventure Three S.A., established in Majuro, Xxxxxxxx Islands,
hereinafter referred to as 'the Borrower',
2. HOLLANDSCHE BANK-UNIE N.V., having its registered office in Amsterdam,
the Netherlands, hereinafter referred to as 'HBU'.
HAVE AGREED AS FOLLOWS:
On the basis of the information supplied to HBU, the Borrower is granted a
facility on the terms and conditions and at the rates and charges stated in this
agreement and the appendix hereto. The facility is granted to finance the
purchase of the M/V Free Envoy.
FACILITY AMOUNT: principal amount USD 6,000,000 USD 4,725,000 remaining
OVERDRAFT FACILITY
The credit may also be used for drawing short-term loans in USD. The terms and
conditions governing these short-term loans are incorporated in a separate
short-term loan agreement.
REDUCTION SCHEME
Except for earlier alteration, the limit of the overdraft facility will be
reduced by USD 425,000 per three months and a last instalment of USD 900,000,
the next instalment is due on 27 September 2005.
RATES AND CHARGES
Overdraft facility
- Current USD debit interest rate, based on the market rate, will be 6.19%
- Short term loans: libor + 1.95%. (AMENDMENT)
SECURITY AND COVENANTS
- First preferred mortgage of USD 6,000,000 on the vessel m.v. "Free Envoy",
registered under the flag of the Xxxxxxxx Islands. Official number 2161,
call letters V7GR6. Xxxxxx details are included in the mortgage deed. On
this mortgage the laws of the Xxxxxxxx Islands will be applicable.
As far as possible HBU's General Conditions applicable to Ship Mortgages
are incorporated in the mortgage deed.
- Suretyship of USD 500,000, plus interest and costs, from Mr. G.D.
Gourdomichalis, residing in Piraeus, Greece and/or Mr. S.D. Gourdomichalis,
residing in Piraeus, Greece and/or Xx. X.X. Xxxxxxxxxx, residing in
Piraeus, Greece.
As soon as Freeseas S.A. has got her Stock Exchange quotation, this suretyship
shall be replaced by joint and several liability of Freeseas S.A. (NEW)
- Joint and several liability of Adventure Two S.A. (AMENDMENT)
- Pledge of rights and earnings under time charter contracts concluded or to
be concluded.
- Pledge of rights under hull and machinery insurance policy.
- Pledge of rights under protection and indemnity risk insurance policy.
- Pursuant to Art. 18 of the HBU General Banking Conditions HBU has a right
of pledge on all goods and documents of title which are in possession or
will come into the possession of HBU or a third party on HBU's behalf from
or for the benefit of the Borrower on any account whatsoever and on all
present or future claims of the Borrower vis-a-vis HBU on any account
whatsoever to secure any obligations of the Borrower to HBU on any account
whatsoever. Insofar as such pledge has not been created yet, this agreement
shall be considered as an instrument of pledge and, insofar as necessary,
as notification of such pledge.
OTHER PROVISIONS
- Borrower will give HBU the time charter agreements for inspection. The
contents thereof must be acceptable to HBU.
- At any moment at least 60% of the value of the ship must be covering the
outstanding facility.
- The Borrower will submit once a year to HBU a surveyor's report of the
vessel to be mortgaged to HBU. The contents must be acceptable to HBU.
- There will be no change of ownership with respect to the shares in the
companies of the Borrower.
- The enclosed HBU General Credit Provisions dated January 1999 will apply.
By signing this Credit Agreement the Borrower declares that he has received
a copy of said General Credit Provisions and is fully aware of the contents
thereof.
Signature:
Rotterdam, 23 September 2005
HOLLANDSCHE BANK-UNIE N.V.
Majuro, 26/9 2005
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/s/ Ion Varouxakis
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Adventure Three S.A.
The undersigned, Adventure Two S.A., declares that he assumes joint and
several liability towards HBU for all sums that the Borrower is now or will at
any time hereafter become due to HBU under this credit arrangement.
Majuro, 26/9 2005
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/s/ Ion Varouxakis
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Adventure Two S.A.
