On Demand Guarantee
Exhibit 4.42
On Demand Guarantee
dated this 8th day of March 2022, by
Seanergy Maritime Holdings Corp., of Trust Company Complex, Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxx, Xxxxxx, XX00000, Xxxxxxxx of the Xxxxxxxx Islands
(hereinafter “Guarantor”),
in favor of
Uniper Global Commodities SE, Xxxxxxxxxxx 0, 00000 Xxxxxxxxxx, Xxxxxxx
(hereinafter “UGC”).
WHEREAS, Partner Marine Co., of Trust Company Complex, Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxx, Xxxxxx, XX00000, Xxxxxxxx of the Xxxxxxxx Islands (the “Counterparty”),
being a wholly owned subsidiary of the Guarantor, has entered into a novation agreement dated March 8, 2022 in relation to the charterparty dated September 14, 2018 entered into between UGC and Partner Shipping Co. Limited, of Malta for the time
charter of the M/V Partnership (the “Vessel”) on the terms and conditions agreed therein (the “Contract”) (such charterparty,
as the same may from time to time be modified, amended and supplemented, shall be referred hereinafter to as the “Contract”); and
WHEREAS, pursuant to the said novation agreement, the Counterparty has agreed to substitute the owners, Partner Shipping Co. Limited, under the Contract from March 9, 2022 replacing the owners and to be bound as
owners under the Contract.
NOW THEREFORE, in consideration of the foregoing, Guarantor hereby covenants and agrees as follows:
| 1. |
Guarantee: The Guarantor hereby irrevocably and unconditionally guarantees the timely performance of the obligation of the
Counterparty to provide the use and hire of the Vessel to UGC in relation to the hire payable in advance by UGC in accordance with Clause 4 of the Contact (the “Obligation”). UGC acknowledges and
agrees that the Guarantor shall only be obligated to pay money and shall have no obligation to perform otherwise under the Contract, including, without limitation, to sell, deliver, supply or transport any commodity.
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The Guarantor’s liability under this Guarantee shall be limited to US$1,000,000 (United States Dollars one million) (the “Cap”).
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Payment Demand and Terms of Payment: If the Counterparty fails or refuses for whatever reason to fulfil the Obligation, UGC
shall notify the Guarantor in writing of the manner in which the Counterparty has failed to perform and demand that payment be made by the Guarantor under this Guarantee (a “Payment Demand”).
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Upon receipt of a Payment Demand, the Guarantor shall make payment in an amount not exceeding the lesser of (i) the Cap, and (ii) the amount of any hire paid in advance in accordance with Clause
4 of the Contact, in no event later than ten (10) German business days after the receipt of such Payment Demand, to the bank account specified in the Payment Demand. Payment shall be made irrespective of any potential right of set-off,
counterclaims or other defenses, together with all interest, attorneys’ fees and other reasonable and documented costs and expenses incurred by UGC in connection with the Counterparty’s failure to promptly, fully and faithfully perform its
Obligation.
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| 3. |
Waivers: This is an unconditional and absolute on demand Guarantee (Garantie) and not merely a surety (Bürgschaft).
Therefore Guarantor hereby waives (a) any right to assert any counterclaim or other defenses before payment and to exercise any right to set-off; (b) any right to require that any action or proceeding be brought against the Counterparty
or any other person; and (c) to require that UGC seek enforcement of any other credit support or performance assurance securing the fulfillment of the Obligation, prior to any action against the Guarantor under the terms hereof.
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No delay of UGC in the exercise of or failure to exercise any right hereunder shall operate as a waiver of such rights, a waiver of any other rights or a release of the Guarantor from any
obligations hereunder.
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The Guarantor hereby consents to the renewal, compromise, extension, acceleration or other changes in the time of performance of or other changes in the terms of the Obligation of the Counterparty under the Contract, or any part thereof
or any changes or any other modifications to the terms of the Contract.
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| 5. |
Assignment: The Guarantor shall not, without the prior written consent of UGC, assign to any entity its rights or
obligations under this Guarantee. UGC may at any time with the prior written consent (not to be unreasonably withheld) of the Guarantor assign the whole or any part of its rights under this Guarantee to any person to whom the whole or any
part of the rights of UGC under the Contract has been assigned.
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| 6. |
Subrogation: The Guarantor agrees that it shall not exercise any right which it may at any time have (a) to be indemnified
by the Counterparty or (b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any right of UGC or of any other security taken in respect of the Counterparty’s Obligation.
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| 7. |
Termination: This Guarantee shall terminate on the expiration of the hire period under the Contract. UGC and the Guarantor
acknowledge and agree that termination and cancellation of this Guarantee shall be considered earlier upon receipt by UGC of the Counterparty’s audited financial statements for the year ending December 31, 2022 and based on UGC’s internal
credit assessment the creditworthiness of the Counterparty will be considered adequate to cancel this Guarantee.
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| 8. |
Representations and warranties: The Guarantor represents and warrants that:
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(a) it is an entity duly organised and validly existing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to execute, deliver and carry out the terms
and provisions of this Guarantee;
(b) no authorisation, approval, consent or order of, or registration or filing with, any court or other governmental body having jurisdiction over the Guarantor is required on the part of the
Guarantor for execution and delivery of this Guarantee; and
(c) this Guarantee, when executed and delivered, will constitute a valid and legally binding agreement of the Guarantor.
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| 9. |
Miscellaneous: This Guarantee shall be binding upon the Guarantor, its successors and assigns and inure to the benefit of
and be enforceable by UGC, its successors and assigns.
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This Guarantee and any other non-contractual obligations connected with it shall be governed by and interpreted in accordance with the laws of England.
No term or provision of this Guarantee, included this provision, shall be amended, modified, altered, waived or supplemented except in writing duly signed by the Guarantor and UGC.
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/s/ Xxxxxxxxx Xxxxxxxxx
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/s/ Xxxxxx Xxxxxxxxx
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/s/ Xxxxxxxxx Xxxxxxx
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Xxxxxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
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Xxxxxxxxx Xxxxxxx
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For and on behalf of the
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For and on behalf of
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Guarantor
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Uniper Global Commodities SE
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