AMENDMENT TO MASTER AGREEMENT
Exhibit 99.2
AMENDMENT TO
MASTER AGREEMENT
MASTER AGREEMENT
THIS AMENDMENT (this “Amendment”) to that certain Master Agreement, dated as of May 20, 2008,
as amended (the “Master Agreement”), by and among Seanergy Maritime Corp., a Xxxxxxxx Islands
corporation (“Seanergy”), Seanergy Maritime Holdings Corp. (f/k/a Seanergy Merger Corp.), a
Xxxxxxxx Islands corporation (“Buyer” which expression shall include its subsidiary nominees), the
Sellers and the Investors (each as defined in the Master Agreement) is executed on July 25, 2008;
WHEREAS, each of Seanergy, Buyer, the Sellers and the Investors wish to amend the Master
Agreement as more fully described below.
NOW THEREFORE, in consideration of the foregoing and for other consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
AMENDMENTS
1. The parties hereto agree to amend the Master Agreement to amend Recital C thereof by
striking said Recital in its entirety and substituting for it the following:
| “C. | The Sellers desire to sell, and Buyer or its subsidiary nominees desire to purchase, each of the relevant Seller’s right, title and interest in and to the six Vessels listed on Schedule 1 hereto (collectively, the “Vessel Sale and Purchase”) in accordance with the terms and conditions of this Agreement, the Memoranda of Agreement applicable to each such Vessel, each entered into as of the date hereof and attached hereto as Exhibits A-1 through A-6, for the aggregate purchase price of (i) $367,030,750 in cash (the “Vessel Purchase Price”) to the Sellers, (ii) an aggregate of $28,250,000 in the form of a note attached hereto as Exhibit B (the “Note,” and together with the Vessel Purchase Price, the “Aggregate Vessel Consideration”) convertible into 2,260,000 shares of Buyer’s Common Stock at a price of $12.50 per share (the “Note Shares”), which shall be issued to the Investors as nominees for the Sellers; and (iii) up to 4,308,075 shares of Buyer’s Common Stock (the “Additional Investment Shares” and together with the Note Shares (if any), the “Investment Shares”) to the Investors as nominees for the Sellers if Buyer achieves a certain EBITDA.” |
2. The parties hereto agree to amend the Master Agreement to amend Section 1.1 thereof by
deleting the definition of “Merger” and “Merger Approval.”
3. The parties hereto agree to amend the Master Agreement to amend Section 1.1 thereof by
inserting the following defined term:
“Aggregate Vessel Consideration” has the meaning set forth in Recital C hereof.
4. The parties hereto agree to amend the Master Agreement to amend Section 3.3 thereof by
striking said section in its entirety and substituting for it the following:
“3.3. Non Delivery of Vessel(s). If, after the Initial Closing, any
Vessel is not delivered by the relevant Seller to the relevant Buyer or
Vessel-owning subsidiary nominee for any reason whatsoever:
| (a) | the amount of Additional Investment Shares shall be reduced pro rata by the percentage obtained by comparing the cash part of the purchase price of such non-delivered Vessel as set forth in the applicable MOA to the Vessel Purchase Price; and | ||
| (b) | the amount of the Note shall be reduced for that portion of the Note allocated to such non-delivered Vessel pursuant to Schedule 1 hereto.” |
5. The parties hereto agree to amend the Master Agreement to amend Section 5.1(d) thereof by
striking the phrase “and Merger Approval.”
6. The parties hereto agree to amend the Master Agreement to amend Section 7.10 thereof by
striking said section in its entirety and substituting for it the following:
“7.10. Payment of Dividends. Commencing with the second full quarter
following the Initial Closing, and for a period of one year thereafter, Seanergy and
Buyer may declare and pay dividends.”
7. The parties hereto agree to amend the Master Agreement to amend Section 7.11 thereof by (a)
striking the phrase “for one year after the Initial Closing” in the first line thereof and
substituting for it the phrase “Commencing with the second full quarter following the Initial
Closing, and for a period of one year thereafter,” and (b) striking the phrase “in connection with
the Merger in exchange for the above described Common Stock of Seanergy” in the last line thereof,
and substituting for it the phrase “in connection with the liquidation and dissolution of Seanergy,
if applicable.”
8. The parties hereto agree to amend the Master Agreement to amend Section 8.1 by deleting
subsection 8.1(k).
9. The parties hereto agree to amend the Master Agreement to amend Section 9.1 thereof by (i)
deleting the second sentence of Section 9.1 in its entirety and (ii) striking the phrase “July 30,
2008” in the seventh line thereof and substituting for it the phrase “August 14, 2008.”
10. The parties hereto agree to amend the Master Agreement to amend Schedule 1 thereof by
striking said schedule in its entirety and substituting for it Schedule 1 hereto.
11. The parties hereto agree to amend the Master Agreement to amend Exhibits A-1 and A-3
through A-6 thereto to include corresponding addendums No. 1 to each of such MOAs each dated July
14, 2008, as attached hereto as Exhibits A-1(a) and A-3(a) through A-6(a) hereto.
2
MISCELLANEOUS
12. The parties hereto acknowledge and confirm that other than as amended herein, the Master
Agreement shall remain in full force and effect and shall continue to evidence, guarantee and
support their respective obligations.
13. The parties hereto acknowledge and agree that any breach of any provision herein or
failure by any party hereto to comply with and perform any of the agreements contained herein shall
constitute a breach under the Master Agreement.
14. This Amendment may be executed by the parties hereto in separate counterparts, each of
which, when so executed and delivered, shall be an original, but all such counterparts shall
together constitute one and the same instrument. All such counterparts may be delivered among the
parties hereto by facsimile or other electronic transmission, which shall not affect the validity
thereof.
15. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of New York (without reference to the conflicts of law provisions thereof). Any dispute
regarding this Amendment shall be exclusively referred to arbitration in London and conducted in
accordance with Arbitration Act 1996 (England and Wales) or any statutory modification or
re-enactment thereof, and the parties agree to submit to the personal and exclusive jurisdiction
and venue of such arbitrators. Any and all disputes hereunder shall be referred by the parties
hereto to three arbitrators, each party to appoint one arbitrator and the two so appointed shall
appoint the third who shall and as chairman of such panel of arbitrators. Upon receipt by one
party of the nomination in writing of such other party’s arbitrator, that party shall appoint its
arbitrator within ten days, failing which the decision of the single arbitrator appointed shall
apply. The two arbitrators so appointed shall appoint the third arbitrator within ten days, failing
which the single arbitrator shall act as sole arbitrator and any decision of the sole arbitrator
shall be binding on both parties. The arbitration shall be conducted in accordance with the terms
of the London Maritime Arbitrators Association (“LMAA”) then in effect. The parties agree that any
tribunal constituted under this Amendment shall have the power to order consolidation of
proceedings or concurrent hearings in relation to any and all disputes arising out of or in
connection with this Amendment or the other Transaction Documents, which involve common questions
of fact or law, and to make any orders ancillary to the same, including, without limitation, any
orders relating to the procedures to be followed by the parties in any such consolidated
proceedings or concurrent hearings. Consolidated disputes are to be heard by a maximum of three
arbitrators, each party to have the right to appoint one arbitrator. In case a dispute arises as to
whether consolidation is appropriate (including without limitation conflicting orders of relevant
tribunals) and/or as to the constitution of the tribunal for any such consolidated proceedings,
each party shall have the right to apply to the President for the time being of the LMAA for final
determination of the consolidation of the proceedings and/or constitution of such tribunal. For
purposes of this Amendment, Seanergy, Buyer and their subsidiaries shall be deemed to be one party,
and Investors and Sellers shall be deemed to be one party.
16. Capitalized terms used but not defined herein shall have the meanings specified in the
Master Agreement.
[Signature page follows]
3
IN WITNESS WHEREOF, the parties hereto, in the respective capacities under the agreements to
which they are a party, by their officers duly authorized, have executed this Agreement as of the
date first above written.
By:
|
/s/ Georgios Koutsolioutsos | |||
| Title: Chairman |
SEANERGY MARITIME HOLDINGS CORP. (f/k/a SEANERGY MERGER CORP.)
By:
|
/s/ Georgios Koutsolioutsos | |||
| Title: Chairman |
The Investors have caused this Agreement to be executed solely to indicate their acceptance of and
agreement to their obligations set forth in Sections 2.3, 4.2,6.1(b), 7.9 and 7.11.
UNITED CAPITAL INVESTMENTS CORP.
By:
|
/s/ Xxxx Xxxxxxxx | |||
| Title: Attorney-in-fact |
ATRION SHIPHOLDING S.A.
By:
|
/s/ Xxxx Xxxxxxxx | |||
| Title: Attorney-in-fact |
PLAZA SHIPHOLDING CORP.
By:
|
/s/ Xxxx Xxxxxxxx | |||
| Title: Attorney-in-fact |
COMET SHIPHOLDING, INC.
By:
|
/s/ Xxxx Xxxxxxxx | |||
| Title: Attorney-in-fact |
The Xxxxxxx
| XXXXXX MARINE CORP. | XXXXX SERVICES LTD. | |||||||
By:
|
/s/ Xxxx Xxxxxxxx | By: | /s/ Xxxx Xxxxxxxx | |||||
| Title: Attorney-in-fact | Title: Attorney-in-fact | |||||||
| XXXXXX NAVIGATION LTD. | SHORELINE UNIVERSAL LIMITED | |||||||
By:
|
/s/ Xxxx Xxxxxxxx | By: | /s/ Xxxx Xxxxxxxx | |||||
| Name: Xxxx Xxxxxxxx | Name: Xxxx Xxxxxxxx | |||||||
| Title: Attorney-in-fact | Title: Attorney-in-fact | |||||||
| KALISTOS MARITIME S.A. | KALITHEA MARITIME S.A. | |||||||
By:
|
/s/ Xxxx Xxxxxxxx | By: | /s/ Xxxx Xxxxxxxx | |||||
| Name: Xxxx Xxxxxxxx | Name: Xxxx Xxxxxxxx | |||||||
| Title: Attorney-in-fact | Title: Attorney-in-fact | |||||||
SCHEDULE 1
The Sellers and the Vessels
| Seller | Cash | Promissory | ||||||||||||||||||||
| Seller | Jurisdiction | Vessel | Year Built | Flag | DWT | Consideration | Note | |||||||||||||||
1 |
Valdis Marine Corp. | Xxxxxxxx Islands | African Oryx | 1997 | Bahamas | 24,111 | $ | 41,000,000 | $ | 3,080,750 | ||||||||||||
2 |
Xxxxxx Navigation Ltd. | Xxxxxxxx Islands | African Zebra | 1985 | Bahamas | 38,632 | $ | 34,500,000 | -0- | |||||||||||||
3 |
Kalistos Maritime X.X. | Xxxxxxxx Xxxxxxx | Xxxxxxxx Xxxxx | 0000 | Xxxxxxx | 54,000 | $ | 83,500,000 | $ | 5,000,000 | ||||||||||||
| Ministry Xxxxx | ||||||||||||||||||||||
| Xxxxxxxxxxxx | ||||||||||||||||||||||
| Xxxxxxxx Xx. Xxxx | ||||||||||||||||||||||
| Xx. XX000 | ||||||||||||||||||||||
| (Davakis G.) | ||||||||||||||||||||||
4 |
Kalithea Maritime X.X. | Xxxxxxxx Xxxxxxx | Xxxxxxxx Xxxxx | 0000 | Xxxxxxx | 54,000 | $ | 81,030,750 | $ | 2,469,250 | ||||||||||||
| Ministry Xxxxx | ||||||||||||||||||||||
| Xxxxxxxxxxxx | ||||||||||||||||||||||
| Xxxxxxxx Xx. Xxxx | ||||||||||||||||||||||
| Xx. XX000 (Delos | ||||||||||||||||||||||
| Ranger) | ||||||||||||||||||||||
5 |
Xxxxx Services Ltd. | British Virgin Islands | Bremen Max | 1993 | Isle of Man | 73,500 | $ | 62,750,000 | $ | 7,600,000 | ||||||||||||
6 |
Shoreline Universal Limited | British Virgin Islands | Hamburg Max | 1994 | Isle of Man | 73,500 | $ | 64,250,000 | $ | 10,100,000 | ||||||||||||
A - 1 (a)
THIS
ADDENDUM No. 1 is made on this 14th July 2008.
BETWEEN:
| (1) | VALDIS MARINE CORP., a company incorporated in the Xxxxxxxx Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands (the “Seller”); |
AND
| (2) | CYNTHERA NAVIGATION LTD., a company incorporated in the Xxxxxxxx Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands (the “Buyer”). |
WHEREAS:
| (A) | By a memorandum of agreement (“the “MOA”) dated 20 May 2008 made between Seanergy Maritime Corp. (“Seanergy”) or its guaranteed nominee and the Seller, the Seller agreed to sell to, and Seanergy agreed to buy, m.v. “African Oryx” (the “Vessel”) on the terms and conditions set out therein. | |
| (B) | By an acknowledgement and agreement dated 26 May 2008, (i) Seanergy nominated the Buyer, and the Buyer agreed, to acquire the Vessel from the Seller and (ii) Seanergy guaranteed the performance by the Buyer of the obligations under the MOA thereby assumed by the Buyer. | |
| (C) | Pursuant to the Master Agreement (as defined in the MOA) a portion of the purchase price of the Vessel and the other Vessels referred to therein is payable in the form of a note in the aggregate amount of US $28,250,000 convertible into 2,260,000 shares of Common Stock of Seanergy Merger Corp. of Xxxxxxxx Islands (“Seanergy Merger”) at a price of USD 12.50 per share (the “Note”) which will be issued by Seanergy Merger and will be delivered to the Investors (as defined in the Master Agreement) on the Initial Closing Date. |
NOW IT IS AGREED as follows with effect from the date of this Agreement:
| 1. | Words and expressions defined in the MOA or in the Master Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires. | |
| 2. | Clause I of the MOA is hereby amended as follows: |
| 1. | Purchase Price |
| USD 44,080,750 (Forty Four million Eighty thousand Seven Hundred Fifty United States Dollars) only, out of which USD 41,000,000 (Forty One million |
2
| United States Dollars) is payable in cash (the “Cash Consideration”) and USD 3,080,750 (Three million Eighty thousand Seven hundred Fifty United States Dollars) (the “Note Portion”) is included in the Note (as defined in the Master Agreement) which will be delivered to the Investors on the Initial Closing Date as provided in the Master Agreement. | ||
| 3. | The Seller hereby confirms that the issuance of the Note by Seanergy Merger and delivery thereof to the Investors on the Initial Closing Date will constitute compliance of Buyer’s obligation to pay the Note Portion. | |
| 4. | All references in Clauses 2, 5d, 13, 14 and 17 of the MOA to a deposit of 20% of the Purchase Price and/or to the deposit, shall be construed as references to a deposit of 20% of the Cash Consideration. | |
| 5. | The reference to the Purchase Price of the Vessel contained in Clause 3 of the MOA shall be construed as reference to the Cash Consideration. | |
| 6. | The reference to the balance of 80 pct of the Purchase Price contained in Clause 17 of the MOA, shall be construed as reference to 80 pct of the Cash Consideration. | |
| 7. | For the purposes of Clause 13 of the MOA, Buyers’ non compliance with their obligations under Clause 3 shall be deemed to include Buyers’ failure to pay the Cash Consideration and/or to procure the delivery of the Note by Seanergy Merger to the Investors (as defined in the Master Agreement). | |
| 8. | If after the Initial Closing Date, the Vessel is not delivered to the Buyer for any reason whatsoever, the amount of the Note will be reduced by the Note Portion applicable to the Vessel as provided in the Master Agreement. | |
| 9. | The name of the Vessel will not change after delivery to the Buyer and therefore Clause 12 of the MOA will not apply in relation to Vessel’s name. | |
| 10. | All other terms and conditions of the MOA, which are not amended hereby, remain in full force and effect. |
For and on behalf of the Seller
|
For and on behalf of the Buyer | |
|
 |
A - 3 (a)
THIS ADDENDUM No. 1 is made on this 14th July 2008.
BETWEEN:
| (1) | XXXXX SERVICES LTD., a company incorporated in the British Virgin Islands and having its registered office at X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx (the “Seller”); |
AND
| (2) | MARTINIQUE INTERNATIONAL CORP., a company incorporated in the British Virgin Islands and having its registered office at X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx (the “Buyer”). |
WHEREAS:
| (A) | By a memorandum of agreement (the “MOA”) dated 20 May 2008 made between Seanergy Maritime Corp. (“Seanergy”) or its guaranteed nominee and the Seller, the Seller agreed to sell to, and Seanergy agreed to buy, m.v. “Bremen Max” (the “Vessel”) on the terms and conditions set out therein. | |
| (B) | By an acknowledgement and agreement dated 26 May 2008, (i) Seanergy nominated the Buyer, and the Buyer agreed, to acquire the Vessel from the Seller and (ii) Seanergy guaranteed the performance by the Buyer of the obligations under the MOA thereby assumed by the Buyer. | |
| (C) | Pursuant to the Master Agreement (as defined in the MOA) a portion of the purchase price of the Vessel and the other Vessels referred to therein is payable in the form of a note in the aggregate amount of US $28,250,000 convertible into 2,260,000 shares of Common Stock of Seanergy Merger Corp. of Xxxxxxxx Islands (“Seanergy Merger”) at a price of USD 12.50 per share (the “Note”) which will be issued by Seanergy Merger and will be delivered to the Investors (as defined in the Master Agreement) on the Initial Closing Date. |
NOW IT IS AGREED as follows with effect from the date of this Agreement:
| 1. | Words and expressions defined in the MOA or in the Master Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires; | |
| 2. | Clause 1 of the MOA is hereby amended as follows: |
| 1. | Purchase Price |
| USD 70,350,000 (Seventy million Three hundred fifty thousand United States Dollars) only, out of which USD 62,750,000 (Sixty Two million Seven hundred |
0
| Xxxxx xxxxxxxx Xxxxxx Xxxxxx Dollars) is payable in cash (the “Cash Consideration”) and USD 7,600,000 (Seven million Six hundred thousand United States Dollars) (the “Note Portion’’) is included in the Note (as defined in the Master Agreement) which will be delivered to the Investors on the Initial Closing Date as provided in the Master Agreement. | ||
| 3. | The Seller hereby confirms that the issuance of the Note by Seanergy Merger and delivery thereof to the Investors on the Initial Closing Date will constitute compliance of Buyer’s obligation to pay the Note Portion. | |
| 4. | All references in Clauses 2, 5d, 13, 14 and 17 of the MOA to a deposit of 20% of the Purchase Price and/or to the deposit, shall be construed as references to a deposit of 20% of the Cash Consideration. | |
| 5. | The reference to the Purchase Price of the Vessel contained in Clause 3 of the MOA shall be construed as reference to the Cash Consideration. | |
| 6. | The reference to the balance of 80 pct of the Purchase Price contained in Clause 17 of the MOA. shall be construed as reference to 80 pct of the Cash Consideration. | |
| 7. | For the purposes of Clause 13 of the MOA, Buyers’ non compliance with their obligations under Clause 3 shall be deemed to include Buyers’ failure to pay the Cash Consideration and/or to procure the delivery of the Note by Seanergy Merger to the Investors (as defined in the Master Agreement). | |
| 8. | If after the Initial Closing Date, the Vessel is not delivered to the Buyer for any reason whatsoever, the amount of the Note will be reduced by the Note Portion applicable to the Vessel as provided in the Master Agreement. | |
| 9. | The name of the Vessel will not change after delivery to the Buyer and therefore Clause 12 of the MOA will not apply in relation to Vessel’s name. | |
| 10. | All other terms and conditions of the MOA, which are not amended hereby, remain in full force and effect. |
For and on behalf of the Seller
|
For and on behalf of the Buyer | |||
|
|
|
A - 4 (a)
THIS ADDENDUM No. 1 is made on this 14th July 2008.
BETWEEN:
| (1) | KALISTOS MARITIME S.A., a company incorporated in the Xxxxxxxx Islands and having its registered office at Trust Company Complex, Ajcltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH96960 (the “Seller”); |
AND
| (2) | AMAZONS MANAGEMENT INC., a company incorporated in the Xxxxxxxx Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH96960 (the “Buyer”). |
WHEREAS:
| (A) | By a memorandum of agreement (the “MOA”) dated 20 May 2008 made between Seanergy MaritimeCorp. (“Seanergy”) or its guaranteed nominee and the Seller, the Seller agreed to sell to, and Seanergy agreed to buy, m.v. “DAVAKIS G.” (the “Vessel”) on the terms and conditions set out therein. |
| (B) | By an acknowledgement and agreement dated 26 May 2008, (i) Seanergy nominated the Buyer, and the Buyer agreed, to acquire the Vessel from the Seller and (ii) Seanergy guaranteed the performance by the Buyer of the obligations under the MOA thereby assumed by the Buyer. |
| (C) | Pursuant to the Master Agreement (as defined in the MOA) a portion of the purchase price of the Vessel and the other Vessels referred to therein is payable in the form of a note in the aggregate amount of US $28,250,000 convertible into 2.260,000 shares of Common Stock of Seanergy Merger Corp. of Xxxxxxxx Islands (“Seanergy Merger”) at a price of USD 12.50 per share (the “Note”) which will be issued by Seanergy Merger and will be delivered to the Investors (as defined in the Master Agreement) on the Initial Closing Xxxx. |
NOW IT IS AGREED as follows with effect from the date of this Agreement:
| 1. | Words and expressions defined in the MOA or in the Master Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires. |
| 2. | Clause 1 of the MOA is hereby amended as follows: |
| 1. | Purchase Price |
| USD 88,500,000 (Eighty Eight million Five hundred thousand United States Dollars) only, out of which USD 83,500,000 (Eighty Three million Five hundred |
2
| thousand United States Dollars) is payable in cash (the “Cash Consideration”) and USD 5,000,000 (Five million United States Dollars) (the “Note Portion”) is included in the Note (as defined in the Master Agreement) which will be delivered to the Investors on the Initial Closing Date as provided in the Master Agreement. |
| 3. | The Seller hereby confirms that the issuance of the Note by Seanergy Merger and delivery thereof to the Investors on the Initial Closing Date will constitute compliance of Buyer’s obligation to pay the Note Portion. |
| 4. | All references in Clauses 2, 5d, 13, 14 and 17 of the MOA to a deposit of 20% of the Purchase Price and/or to the deposit, shall be construed as references to a deposit of 20% of the Cash Consideration. |
| 5. | The reference to the Purchase Price of the Vessel contained in Clause 3 of the MOA shall be construed as reference to the Cash Consideration. |
| 6. | The reference to the balance of 80 pct of the Purchase Price contained in Clause 17 of the MOA, shall be construed as reference to 80 pct of the Cash Consideration. |
| 7. | For the purposes of Clause 13 of the MOA, Buyers’ non compliance with their obligations under Clause 3 shall be deemed to include Buyers’ failure to pay the Cash Consideration and/or to procure the delivery of the Note by Seanergy Merger to the Investors (as defined in the Master Agreement). |
| 8. | If after the Initial Closing Date, the Vessel is not delivered to the Buyer for any reason whatsoever, the amount of the Note will be reduced by the Note Portion applicable to the Vessel as provided in the Master Agreement. |
| 9. | The name of the Vessel will not change after delivery to the Buyer and therefore Clause 12 of the MOA will not apply in relation to Vessel’s name. |
| 10. | All other terms and conditions of the MOA, which are not amended hereby, remain in full force and effect. |
For
and on behalf of the Seller
|
For and on behalf of the Buyer | |||||
|
|
|
A - 5 ( a )
THIS ADDENDUM No. 1 is made on this 14th July 2008.
BETWEEN:
| (1) | SHORELINE UNIVERSAL LTD., a company incorporated in the British Virgin Islands and having its registered office at X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx (the “Seller”); |
AND
| (2) | HARBOUR BUSINESS INTERNATIONAL CORP., a company incorporated in the British Virgin Islands and having its registered office at X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx (the “Buyer”). |
WHEREAS:
| (A) | By a memorandum of agreement (the “MOA”) dated 20 May 2008 made between Seanergy Maritime Corp. (“Seanergy”) or its guaranteed nominee and the Seller, the Seller agreed to sell to, and Seanergy agreed to buy, m.v. “Hamburg Max” (the “Vessel”) on the terms and conditions set out therein. | |
| (B) | By an acknowledgement and agreement dated 26 May 2008, (i) Seanergy nominated the Buyer, and the Buyer agreed, to acquire the Vessel from the Seller and (ii) Seanergy guaranteed the performance by the Buyer of the obligations under the MOA thereby assumed by the Buyer. | |
| (C) | Pursuant to the Master Agreement (as defined in the MOA) a portion of the purchase price of the Vessel and the other Vessels referred to therein is payable in the form of a note in the aggregate amount of US $28,250,000 convertible into 2,260,000 shares of Common Stock of Seanergy Merger Corp. of Xxxxxxxx Islands (“Seanergy Merger”) at a price of USD 12.50 per share (the “Note”) which will be issued by Seanergy Merger and will be delivered to the Investors (as defined in the Master Agreement) on the Initial Closing Date. |
NOW IT IS AGREED as follows with effect from the date of this Agreement:
| 1. | Words and expressions defined in the MOA or in the Master Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires. | |
| 2. | Clause 1 of the MOA is hereby amended as follows: |
| 1. | Purchase Price |
USD 74,350,000 (Seventy Four million Three hundred Fifty thousand United States
Dollars) only, out of which USD 64,250,000 (Sixty Four million Two
2
| hundred Fifty thousand United States Dollars) is payable in cash (the “Cash Consideration”) and USD 10,100,000 (Ten million One hundred thousand United States Dollars) (the “Note Portion”) is included in the Note (as defined in the Master Agreement) which will be delivered to the Investors on the Initial Closing Date as provided in the Master Agreement. | ||
| 3. | The Seller hereby confirms that the issuance of the Note by Seanergy Merger and delivery thereof to the Investors on the Initial Closing Date will constitute compliance of ‘Buyer’s obligation to pay the Note Portion. | |
| 4. | All references in Clauses 2, 5d, 13, 14 and 17 of the MOA to a deposit of 20% of the Purchase Price and/or to the deposit, shall be construed as references to a deposit of 20% of the Cash Consideration. | |
| 5. | The reference to the Purchase Price of the Vessel contained in Clause 3 of the MOA shall be construed as reference to the Cash Consideration. | |
| 6. | The reference to the balance of 80 pct of the Purchase Price contained in Clause 17 of the MOA, shall be construed as reference to 80 pct of the Cash Consideration. | |
| 7. | For the purposes of Clause 13 of the MOA, Buyers’ non compliance with their obligations under Clause 3 shall be deemed to include Buyers’ failure to pay the Cash Consideration and/or to procure the delivery of the Note by Seanergy Merger to the Investors (as defined in the Master Agreement). | |
| 8. | If after the Initial Closing Date, the Vessel is not delivered to the Buyer for any reason whatsoever, the amount of the Note will be reduced by the Note Portion applicable to the Vessel as provided in the Master Agreement. | |
| 9. | The name of the Vessel will not change after delivery to the Buyer and therefore Clause 12 of the MOA will not apply in relation to Vessel’s name. | |
| 10. | All other terms and conditions of the MOA, which are not amended hereby, remain in full force and effect. |
For and on behalf of the Seller
|
For and on behalf of the Buyer | |
|
|
|
A - 6 ( a )
THIS ADDENDUM No. 1 is made on this 14th July 2008.
BETWEEN:
| (1) | KALITHEA MARITIME S.A., a company incorporated in the Xxxxxxxx Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH96960 (the “Seller”); |
AND
| (2) | LAGOON SHIPHOLDING LTD., a company incorporated in the Xxxxxxxx Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH96960 (the “Buyer”). |
WHEREAS:
| (A) | By a memorandum of agreement (the “MOA”) dated 20 May 2008 made between Seanergy Maritime Corp. (“Seanergy”) or its guaranteed nominee and the Seller, the Seller agreed to sell to, and Seanergy agreed to buy, m.v. “Delos Ranger” (the “Vessel”) on the terms and conditions set out therein. | |
| (B) | By an acknowledgement and agreement dated 26 May 2008, (i) Seanergy nominated the Buyer, and the Buyer agreed, to acquire the Vessel from the Seller and (ii) Seanergy guaranteed the performance by the Buyer of the obligations under the MOA thereby assumed by the Buyer. | |
| (C) | Pursuant to the Master Agreement (as defined in the MOA) a portion of the purchase price of the Vessel and the other Vessels referred to therein is payable in the form of a note in the aggregate amount of US $28,250,000 convertible into 2,260,000 shares of Common Stock of Seanergy Merger Corp. of Xxxxxxxx Islands (“Seanergy Merger”) at a price of USD 12.50 per share (the “Note”) which will be issued by Seanergy Merger and will be delivered to the Investors (as defined in the Master Agreement) on the Initial Closing Date. |
NOW IT IS AGREED as follows with effect from the date of this Agreement:
| 1. | Words and expressions defined in the MOA or in the Master Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires. | |
| 2. | Clause I of the MOA is hereby amended as follows: |
| 1. | Purchase Price |
| USD 83,500,000 (Eighty Three million Five hundred thousand United States Dollars) only, out of which USD 81,030,750 (Eighty One million Thirty thousand |
0
| Xxxxx xxxxxxx Xxxxx Xxxxxx Xxxxxx Dollars) is payable in cash (the “Cash Consideration”) and USD 2,469,250 (Two million Four hundred Sixty Nine thousand Two hundred Fifty United States Dollars) (the “Note Portion”) is included in the Note (as defined in the Master Agreement) which will be delivered to the Investors on the Initial Closing Date as provided in the Master Agreement. | ||
| 3. | The Seller hereby confirms that the issuance of the Note by Seanergy Merger and delivery thereof to the Investors on the Initial Closing Date will constitute compliance of Buyer’s obligation to pay the Note Portion. | |
| 4. | All references in Clauses 2, 5d, 13, 14 and 17 of the MOA to a deposit of 20% of the Purchase Price and/or to the deposit, shall be construed as references to a deposit of 20% of the Cash Consideration. | |
| 5. | The reference to the Purchase Price of the Vessel contained in Clause 3 of the MOA shall be construed as reference to the Cash Consideration. | |
| 6. | The reference to the balance of 80 pct of the Purchase Price contained in Clause 17 of the MOA, shall be construed as reference to 80 pct of the Cash Consideration. | |
| 7. | For the purposes of Clause 13 of the MOA, Buyers’ non compliance with their obligations under Clause 3 shall be deemed to include Buyers’ failure to pay the Cash Consideration and/or to procure the delivery of the Note by Seanergy Merger to the Investors (as defined in the Master Agreement). | |
| 8. | If after the Initial Closing Date, the Vessel is not delivered to the Buyer for any reason whatsoever, the amount of the Note will be reduced by the Note Portion applicable to the Vessel as provided in the Master Agreement. | |
| 9. | The name of the Vessel will not change after delivery to the Buyer and therefore Clause 12 of the MOA will not apply in relation to Vessel’s name. | |
| 10. | All other terms and conditions of the MOA, which are not amended hereby, remain in full force and effect. |
For and on behalf of the Seller
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For and on behalf of the Buyer | |||
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3
Agreed
and accepted this 14th July 2008.
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| for and on behalf of | ||||
| Seanergy Maritime Corp. | ||||
