SUPPLEMENTAL LETTER
Exhibit G
SUPPLEMENTAL LETTER
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To:
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SEANERGY MARITIME HOLDINGS CORP.
as Borrower of Trust Company Complex, Ajeltake Road Ajeltake Island, Majuro MH96960, the Xxxxxxxx Islands |
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From:
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JELCO DELTA HOLDING CORP.
as Lender Jardine House, 4th Floor, 00-00 Xxxx Xxxxxx P.O. Box HM 1431 Xxxxxxxx XX FX, Bermuda |
29 May 2019
Dear Sirs,
Facility Agreement originally entered into on 24 May 2017, as amended and supplemented by a supplemental letter on 22 June
2017 and a second supplemental letter on 22 August 2017, as amended and restated on 27 September 2017 and further supplemented on 13 February 2019, and made between (i) Seanergy Maritime Holdings Corp., as borrower (the "Borrower") and (ii) Jelco
Delta Holding Corp., as lender (the "Lender") in respect of a loan facility of up to US$16,200,000 (the “Facility Agreement”)
We refer to the Facility Agreement. Defined expressions in the Facility Agreement shall have the same meanings when used
in this Supplemental Letter and for the purposes of this Supplemental Letter.
In exchange for, among other things, the full and final settlement of unpaid interest in the amount of $353,311.06
accrued under the Facility Agreement until 31 March 2019 and the neutralization of the Interest Rate for the period from 1 April 2019 until 31 December 2019, the Lender and the Borrower have entered into a Securities and Purchase Agreement dated 9
May 2019 with respect to 1,823,529 units of the Borrower, each unit consisting of (i) one common share par value $0.0001 per share, (ii) one Class B Warrant, and (iii) one Class C Warrant, for $3.40 per unit.
This Supplemental Letter sets out the terms and conditions on which the Lender agrees, at the request of the Borrower,
to amend certain provisions of the Facility Agreement as described in Clause 1.1 below.
| 1.1 |
We hereby confirm our approval, consent and acceptance of the following with effect as of 1 April 2019:
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| a) |
To delete the definition of “Applicable Margin” in
Clause 1.2 (Definitions) of the Facility Agreement in its entirety and replacing it with the following:
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“"Applicable
Margin" means:
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during the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), 0 per cent. per annum;
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| (b) |
during the period commencing on 1 January 2020 and ending on the Final Repayment Date, 6 per cent. per annum.”;
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| b) |
To delete Clause 3.4 (Interest Rate) of the Facility Agreement in its entirety and replacing it with the following:
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“3.4
Interest Rate
| (a) |
During the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), interest shall accrue on the Loan at a rate equal to the Applicable
Margin; and
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| (b) |
During each Interest Period thereafter, interest shall accrue on the Loan at a 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”).”; and
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| c) |
To construe throughout all references in the Facility Agreement to “this Agreement” and all references in the Finance Documents (other than the Facility
Agreement) to the “Loan Agreement” as references to the Facility Agreement as amended and supplemented by this Supplemental Letter.
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| 2 |
Governing law and Jurisdiction
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Clause 16 (Governing Law and Jurisdiction) of the Facility Agreement, as amended and supplemented by this Supplemental Letter, shall apply to this Supplemental Letter as if it were expressly incorporated in it.
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Process Agent
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The Borrower, hereby, irrevocably appoints Messrs. E.J.C Album Solicitors, presently of Landmark
House, 000 Xxxxxxxxxx Xxx, Xxxxxx, XX00 0XX, Xxxxxxx (Attention of Mr. Xxxxxx Album Tel x00 (0) 00 0000 0000, 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 this Supplemental Letter.
Please confirm your agreement by signing the acknowledgement below.
Yours faithfully
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/s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxxxxxx
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29 May 2019
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for and on behalf of
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as Lender
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We hereby acknowledge receipt of the above Supplemental Letter and confirm our agreement to the terms hereof.
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/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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29 May 2019
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for and on behalf of
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Seanergy Maritime Holdings Corp.
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as Borrower
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