EXHIBIT 10.14


	
  

 
	
 Dated: 24th November, 2009

 
	
  

 
	
 COSTAMARE INC.

 
	
  

 
	
 (as
 Guarantor)

 
	
  

 
	
 - and -

 
	
  

 
	
 EMPORIKI BANK OF GREECE S.A.

 
	
  

 
	
 (as
 Bank)

 
	
  

 
	




 
	
 CORPORATE GUARANTEE

 
	
 (in respect of the obligations of Christos
 Maritime Corporation,

 
	
 of Liberia and Costis Maritime Corporation, of Liberia,
 related

 
	
 to a loan facility of up to US$150,000,000)

 
	





 
	
  

 
	
 Theo V Sioufas & Co.

 
	
 Law Offices

 
	
 Piraeus

 













	
  

 	
  

 	
  

 
	
 INDEX

 
	
 Clause

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 
	
 1

 	
 DEFINITIONS
 AND INTERPRETATION

 	
 4

 
	
  

 	
  

 	
  

 
	
 2

 	
 GUARANTEE

 	
 4

 
	
  

 	
  

 	
  

 
	
 3

 	
 REPRESENTATIONS
 AND WARRANTIES

 	
 8

 
	
  

 	
  

 	
  

 
	
 4

 	
 UNDERTAKINGS

 	
 10

 
	
  

 	
  

 	
  

 
	
 5

 	
 PAYMENTS AND
 CALCULATIONS, INTEREST

 	
 12

 
	
  

 	
  

 	
  

 
	
 6

 	
 EXPENSES

 	
 12

 
	
  

 	
  

 	
  

 
	
 7

 	
 CURRENCY
 INDEMNITY

 	
 13

 
	
  

 	
  

 	
  

 
	
 8

 	
 NO
 COUNTERCLAIM, TAXATION

 	
 13

 
	
  

 	
  

 	
  

 
	
 9

 	
 SET-OFF

 	
 14

 
	
  

 	
  

 	
  

 
	
 10

 	
 COMMUNICATIONS

 	
 14

 
	
  

 	
  

 	
  

 
	
 11

 	
 ASSIGNMENTS

 	
 15

 
	
  

 	
  

 	
  

 
	
 12

 	
 MISCELLANEOUS

 	
 15

 
	
  

 	
  

 	
  

 
	
 13

 	
 LAW AND JURISDICTION

 	
 17

 
	
  

 	
  

 	
  

 
	
 APPENDICES:

 	
  

 
	
  

 	
  

 
	
 “A”

 	
                     Copy
 of the Loan Agreement 

 	
  

 
	
  

 	
  

 	
  

 
	
 “B”

 	
                     Copy
 of the Master Agreement

 	
  

 
	
  

 	
  

 	
  

 



 2









	
  

 	
  

 
	
 THIS
 GUARANTEE is made
 on 24th November, 2009 

 
	
  

 	
  

 
	
 BETWEEN:

 
	
  

 	
  

 
	
  (1)

 	
 COSTAMARE INC., a corporation incorporated
 in the Marshall Islands and having its
 registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island,
 Majuro, Marshall Islands (the “Guarantor”); and

 
	
  

 	
  

 
	
  (2)

 	
 EMPORIKI BANK OF GREECE S.A., a
 company duly incorporated under the laws of Greece, having its registered office at 11, Sofokleous Street,
 Athens, Greece, acting through its office at 114 Kolokotroni Street, Piraeus,
 Greece (the “Bank”).

 
	
  

 	
  

 
	
 WHEREAS:

 
	
  

 	
  

 
	
 (A)

 	
 (a)
 CHRISTOS
 MARITIME CORPORATION, of
 Liberia and COSTIS
 MARITIME CORPORATION, of
 Liberia, as joint and several co-borrowers and co-debtors (therein and
 hereinafter together called the “Borrowers”) and (b) the Bank, as lender, have entered into a loan agreement dated
 12th May, 2008, as amended and/or supplementaed by a first supplemental
 letter thereto dated 28th January, 2009 (copies of the said loan agreement
 and first supplemental letter have been received by the Guarantor, are
 attached hereto as Appendix
 A and are made an integral
 part hereof) (the said loan agreement as amended and/or supplemented by the
 said first supplemental letter and as the same may from time to time be
 further amended and/or supplemented is hereinafter called the “Loan Agreement”) pursuant to which the Bank agreed under the
 terms contained therein to make available to the Borrowers a floating
 interest rate loan facility in the aggregate amount of up to One hundred
 fifty million United States Dollars ($150,000,000) (the “Loan”) for the purposes therein described, out of
 which the principal amount of One hundred thirty six million five hundred
 thousand United States Dollars ($136,500,000) remains outstanding on the date
 hereof as the Guarantor hereby acknowledges.

 
	
  

 	
  

 
	
 (B)

 	
 by
 a master agreement (on the 1992 ISDA (Multicurrency - Crossborder) form as
 modified) dated as of 12th
 May, 2008 and made between the Borrowers, as Party B and the Bank, as Party
 A, the Borrowers may enter into certain Transactions (as such term is defined
 in the said master agreement) pursuant to separate Confirmations (as such
 term is defined in the said master agreement) (the said master agreement and
 any schedule thereto, all Transactions from time to time entered into or
 Confirmations exchanged under the said master agreement and any amending,
 supplemental or replacement agreement are hereinafter called the 

 


3









	
  

 	
  

 	
  

 
	
  

 	
  “Master Agreement” and a copy of which is attached hereto as Appendix “B” and made an integral part hereof); and

 
	
  

 	
  

 
	
 (C)

 	
 it is a condition to the Bank continuing making available the said
 loan to the Borrowers and permitting the Borrowers to effect any Transaction
 under the Master Agreement with the Borrowers that the Guarantor shall
 execute and deliver to the Bank this Guarantee, which is the Corporate
 Guarantee referred to in the Loan Agreement and one of the Credit Support
 Documents referred to in the Master Agreement, and the Guarantor has agreed
 to execute this Guarantee in consideration of the Bank agreeing, at the
 request of the Guarantor, to continue making available the said loan to the
 Borrowers and for other valuable consideration provided by the Bank (the
 sufficiency of which the Guarantor hereby acknowledges).

 
	
  

 	
  

 	
  

 
	
 NOW THIS GUARANTEE
 WITNESSETH AND IT IS HEREBY AGREED

 
	
  

 	
  

 	
  

 
	
 1

 	
 DEFINITIONS AND
 INTERPRETATION

 
	
  

 	
  

 	
  

 
	
 1.1

 	
 Expressions defined in the Loan Agreement shall, unless the context
 otherwise requires, have the same meanings when used in this Guarantee.

 
	
  

 	
  

 	
  

 
	
 1.2

 	
 In this Guarantee:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Clause headings are inserted for convenience only and shall not
 affect the construction
 of this Guarantee and unless otherwise specified, all references to Clauses
 are to clauses of this Guarantee;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 unless the context otherwise requires, words denoting the singular
 number shall include the plural and vice versa;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 references to persons include bodies corporate and unincorporate;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 references to assets include property, rights and assets of every
 description;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 references to any document are to be construed as references to such
 document as amended or supplemented from time to time; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 references
 to any enactment include re-enactments, amendments and extensions thereof.

 
	
  

 	
  

 	
  

 
	
 2

 	
 GUARANTEE

 
	
  

 	
  

 	
  

 
	
 2.1

 	
 The Guarantor hereby irrevocably and unconditionally:

 


4









	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 guarantees
 to the Bank prompt performance by the Borrowers of all their obligations
 under or in connection with the Loan Agreement, the Master Agreement and the
 Security Documents (or any of them) to which either of the Borrowers is a
 party and payment on the due date of all sums payable now or in the future to
 the Bank by the Borrowers thereunder or in connection therewith when and as
 the same shall become due (or, in the case of sums expressed to be payable by
 the Borrowers on demand, whether following acceleration or otherwise, when
 and as the same shall be demanded by the Bank); 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 undertakes
 with the Bank that, if and whenever the Borrowers (or either of them) shall
 be in default in the payment of any sum whatsoever under or in connection
 with the Loan Agreement, the Master Agreement and the Security Documents (or
 any of them) to which either of the Borrowers is a party, the Guarantor will
 pay such sum on demand; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 undertakes
 with the Bank that if and whenever the Borrowers (or either of them) shall be
 in default in the performance of any of their respective obligations
 whatsoever under or in connection with the Loan Agreement, the Master
 Agreement and the Security Documents (or any of them) to which either of the
 Borrowers is a party, the Guarantor will perform such obligations on demand.

 
	
  

 	
  

 	
  

 
	
 2.2

 	
 The Guarantor unconditionally and irrevocably agrees that, if any
 sums hereby guaranteed are not recoverable on the basis of a guarantee
 (whether by reason of any legal limitation, illegality, disability or
 incapacity on or of the Borrowers (or either of them) or the Guarantor or any
 other person or by reason of any other fact or circumstance, and whether or
 not known to or discoverable by the Guarantor, the Borrowers, the Bank or any
 other person), then the Guarantor will, as a separate and independent
 stipulation and as a primary obligor, pay to the Bank on demand an amount or
 amounts equal to the amount or amounts which the Guarantor would have been
 liable to pay but for such irrecoverability and will on demand indemnify the
 Bank against any loss or liability suffered or incurred by the Bank as a
 result of such irrecoverability.

 
	
  

 	
  

 	
  

 
	
 2.3

 	
 It is declared and agreed that:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 this Guarantee shall be held by the Bank as a continuing security and
 shall not be
 satisfied by any intermediate payment or satisfaction of any part of the
 moneys and liabilities hereby guaranteed;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the security so created shall be in addition to and shall not in any
 way be prejudiced or affected by any of the other Security Documents;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the Bank shall not be bound to enforce any of the other Security
 Documents before enforcing its rights under this Guarantee;

 


5









	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 no
 delay or omission on the part of the Bank in exercising any right, power or
 remedy under this Guarantee shall impair such right, power or remedy or be construed
 as a waiver thereof nor shall any single or partial exercise of any such
 right, power or remedy preclude any further exercise thereof or the exercise
 of any other right, power or remedy. The rights powers and remedies provided
 in this Guarantee are cumulative and not exclusive of any rights, powers
 and remedies provided by law and may be exercised from time to time and as
 often as the Bank may deem expedient; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 any waiver by the Bank of any terms of this Guarantee or any consent
 given by the Bank under this Guarantee shall only be effective if given in
 writing and then only for the purpose and upon the terms for which it is
 given.

 
	
  

 	
  

 	
  

 
	
 2.4

 	
 Any settlement or discharge under this Guarantee between the Bank and
 the Guarantor shall be conditional upon no security or payment to the Bank by
 the Borrowers, the Guarantor or any other person being avoided or set-aside
 or ordered to be refunded or reduced by virtue of any provision or enactment
 relating to bankruptcy, insolvency or liquidation for the time being in
 force, and if such condition is not satisfied, the Bank shall be entitled to
 recover from the Guarantor on demand the value of such security or the amount
 of any such payment as if such settlement or discharge had not occurred.

 
	
  

 	
  

 	
  

 
	
 2.5

 	
 The obligations of the Guarantor under this Guarantee shall not be
 affected by any act, omission, matter or thing which, but for this provision,
 might operate to release or otherwise exonerate the Guarantor from its
 obligations hereunder in whole or in part, including without limitation, and
 whether or not known to or discoverable by the Guarantor, the Borrowers (or
 either of them), the Bank or any other person:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 any time or waiver granted to or composition with the Borrowers (or
 either of them) or any other person; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the taking, variation, compromise, renewal or release of or refusal
 or neglect to perfect or enforce any rights, remedies or securities against
 the Borrowers (or either of them) or any other person; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any legal limitation, disability, incapacity or other circumstances
 relating to the Borrowers (or either of them) or any other person; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 any amendment or supplement to the Loan Agreement, the Master
 Agreement or any other document or security; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 the dissolution, liquidation, amalgamation, reconstruction or
 reorganisation of the Borrowers (or either of them) or any other person; or
 the unenforceability or invalidity of any obligations of the Borrowers (or 

 


6









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 either of them) or any other person under the Loan Agreement, the
 Master Agreement or any other document or security.

 
	
  

 	
  

 	
  

 
	
 2.6

 	
 Until the moneys and liabilities hereby guaranteed have been
 unconditionally and irrevocably paid and discharged in full to the
 satisfaction of the Bank, the Guarantor shall not by virtue of any payment
 made or performance under this Guarantee on account of such moneys and
 liabilities by virtue of any relationship between, or transaction involving,
 the Guarantor and the Borrowers (or either of them) (whether such
 relationship or transaction shall constitute the Guarantor a creditor of the
 Borrowers (or either of them), a guarantor of the obligations of the
 Borrowers (or either of them) or a party subrogated to the rights of others
 against the Borrowers (or either of them) or otherwise howsoever and whether
 or not such relationship or transaction shall be related to, or in connection
 with, the subject-matter of this Guarantee):

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 exercise any rights of subrogation in relation to any rights,
 security or moneys held or received or receivable by the Bank or any other
 person; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 exercise any right of contribution from any co-surety liable in
 respect of such moneys and liabilities under any other guarantee, security or
 agreement; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 exercise any right of set-off or counterclaim against the Borrowers
 (or either of them) or any such co-surety; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 receive, claim or have the benefit of any payment, distribution,
 security or indemnity from the Borrowers (or either of them) or any such
 co-surety (save for dividends permitted by Clause 8.3(c) of the Loan
 Agreement and intragroup cash-flows); or

 
	
  

 	
 (e)

 	
 unless so directed by the Bank (when the Guarantor will prove in
 accordance with such directions), claim as a creditor of the Borrowers (or
 either of them) or any such co-surety in competition with the Bank.

 
	
  

 	
  

 	
  

 
	
  

 	
 The
 Guarantor shall hold in trust for the Bank and forthwith pay or transfer (as
 appropriate) to the Bank any such payment (including an amount equal to any
 such set-off), distribution or benefit of such security, indemnity or claim
 in fact received by it (save for dividends permitted by Clause 8.3(c) of the
 Loan Agreement and intra-group cash-flows).

 
	
  

 	
  

 	
  

 
	
 2.7

 	
 Until all moneys and liabilities hereby guaranteed have been
 unconditionally and irrevocably paid in full to the satisfaction of the Bank,
 the Bank may at any time keep in a separate account for as long as it may
 think fit, any moneys received, recovered or realised under this Guarantee or
 under any other guarantee, security or agreement relating in whole or in part
 to the moneys and liabilities hereby

 


7









	
  

 	
  

 	
  

 
	
  

 	
 guaranteed without being under any intermediate obligation to apply
 the same or any part thereof in or towards the discharge of such amount.

 
	
  

 	
  

 	
  

 
	
 3

 	
 REPRESENTATIONS AND
 WARRANTIES

 
	
  

 	
  

 	
  

 
	
 3.1

 	
 The Guarantor hereby represents and warrants to the Bank that:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Guarantor is duly incorporated and validly existing and in good
 standing under the laws of the Marshall Islands;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Guarantor has full power and authority (i) to execute and deliver
 this Guarantee and all notices, certificates and other documents related to
 this transaction and (ii) to comply with the provisions of, and perform all
 its obligations under, this Guarantee;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the Guarantor has complied with all statutory and other requirements
 relative to its business and does not have an established place of business
 in any part of the United Kingdom or the United States of America;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the Guarantor has taken all necessary action to authorise the execution
 and delivery of this Guarantee and this Guarantee constitutes the Guarantor’s
 legal, valid and binding obligations enforceable against the Guarantor in
 accordance with its terms, except as such enforcement may be limited by any
 relevant bankruptcy, insolvency, administration or similar laws affecting
 creditors’ rights generally;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 the entry into and performance by the Guarantor of this Guarantee
 does not and will not violate in any respect (i) any law or regulation of any
 governmental or official authority or body, or (ii) any agreement, contract
 or other undertaking to which the Guarantor is a party or which is binding
 upon the Guarantor or any of its property or assets;

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 all consents, licences, approvals and authorisations required in
 connection with the entry into, performance, validity and enforceability of
 this Guarantee and the transactions contemplated thereby have been obtained
 and are in full force and effect and will be so maintained throughout the
 Security Period;

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 it is not necessary for the legality, validity, enforceability or
 admissibility in evidence of this Guarantee that it or any document relating
 thereto be registered, filed, recorded or enrolled with any court or
 authority in any relevant jurisdiction or that any stamp, registration or
 similar tax be paid on or in relation to this Guarantee;

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 no action, suit, proceeding, litigation or dispute against the
 Guarantor is presently taking place or pending or to his knowledge threatened
 nor is there subsisting any judgment or award given against the Guarantor
 before 

 


8









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 any court, board of arbitration or other body which, in either case,
 could or might result in any adverse change in the business or financial
 condition of the Guarantor;

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 the Guarantor is not in default under any agreement to which it is a
 party or by which it is bound, and no Event of Default relating to the
 Guarantor (or event which, with the giving of notice and/or lapse of time or
 other applicable condition might constitute an Event of Default relating to
 the Guarantor) has occurred and is continuing nor will such a default or
 Event of Default (or such event) result from the entry by the Guarantor into
 this Guarantee or the performance by the Guarantor of any of its obligations
 under this Guarantee; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 all financial and other information furnished by the Guarantor in
 connection with the negotiation of this Guarantee or delivered to the Bank
 pursuant to this Guarantee was true and accurate when given and there were no
 other facts or matters the omission of which would have made any statement or
 information therein contained misleading;

 
	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 all payments made or to be made by the Guarantor under or pursuant to
 this Guarantee may be free and clear of, and without deduction or withholding
 for or on account of, any Taxes;

 
	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 the Guarantor’s latest accounts and financial statements (commencing
 with the accounts and financial statements for the year ending 31 December
 2008) (which were prepared in accordance with generally accepted accounting
 principles consistently applied) are true and accurate in every respect and
 represent a true and fair view of the financial position of the Guarantor at
 the date of such accounts and financial statements and the results of operations
 of the Guarantor for the year ended on the date to which such accounts and
 financial statements were prepared and no significant liabilities (contingent
 or otherwise) exist which have not been fully disclosed or reserved against
 in such accounts and financial statements; there has been no material adverse
 change in the financial condition of the Guarantor from that set forth in
 such accounts and financial statements;

 
	
  

 	
  

 	
  

 
	
  

 	
 (m)

 	
 the representations and warranties contained in Clauses 6.1 and 6.2
 of the Loan Agreement were true and correct when made and will be true and
 correct when and in the manner repeated or deemed repeated pursuant to the
 Loan Agreement; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (n)

 	
 the Guarantor is fully familiar with and agrees to all the provisions
 of the Loan Agreement, the Master Agreement and the other Security Documents.

 


9









	
  

 	
  

 	
  

 	
  

 
	
 3.2

 	
 The representations and warranties of the Guarantor set out in Clause
 3.1 shall survive the execution of this Guarantee and shall be deemed to be
 repeated at the commencement
 of each Interest Period and, if different, on each Repayment Date, with
 respect to the facts and circumstances existing at each such time, as if made
 at each such time.

 
	
  

 	
  

 	
  

 
	
 4

 	
 UNDERTAKINGS

 
	
  

 	
  

 	
  

 
	
 4.1

 	
 The Guarantor undertakes that, as and from the date of this Guarantee
 and throughout the Security Period, it will comply in full with the following
 undertakings:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the
 Guarantor will send (or procure that there is sent) to the Bank:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 as soon as possible, but in no event later than one hundred and
 eighty (180) days after the end of each financial year of the Guarantor, the
 annual audited consolidated accounts and financial statements of the
 Guarantor for such financial year, such accounts and financial statements to
 be prepared in accordance with generally accepted accounting principles
 consistently applied and certified as to their correctness by certified or
 chartered accountants acceptable to the Bank;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 as soon as possible following a reasonable request by the Bank,
 management accounts in a format approved by the Bank showing the results of
 the operation of the Vessels during the preceding financial quarter and
 certified as to their correctness by the chief financial officer of the
 Guarantor;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 as
 soon as the same is instituted (or, to the knowledge of the Guarantor, threatened), details of any litigation,
 arbitration or administrative proceedings against or involving the Guarantor
 which could or might result in any material adverse change in the business or
 financial condition of the Guarantor; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 from time to time, and on demand, such additional financial or other
 information
 relating to the Guarantor as may be requested by the Bank;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Guarantor will notify the Bank in writing of any Event of Default
 relating to the Guarantor forthwith upon the occurrence thereof;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the
 Guarantor will maintain its corporate existence as a body corporate duly
 organised and validly existing and in good standing under the laws of the
 Marshall Islands and will obtain and promptly renew from time to time, and
 will promptly furnish certified copies to the Bank of, all such
 authorisations, approvals, consents and licences as may be required under 

 


10









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 any
 applicable law or regulation to enable the Guarantor to perform its
 obligations under this Guarantee or required for the validity or
 enforceability of this Guarantee, and the Guarantor shall comply with the
 terms of the same;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the Guarantor will not (voluntarily or involuntarily) without the prior
 consent of the
 Bank, sell, convey, transfer, lease, or otherwise dispose of all or a
 substantial part of its assets (whether by one transaction or a series of
 transactions and whether related or not);

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 the
 Guarantor shall ensure
 that neither of the Borrowers will purchase any further tonnage
 without the prior written consent of the Bank; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 the
 Guarantor will procure the observance and performance by the other Security
 Parties of the terms of the Security Documents to which they are each
 respectively a party.

 


11









	
  

 	
  

 	
  

 
	
 5

 	
 PAYMENTS AND CALCULATIONS, INTEREST

 
	
  

 	
  

 	
  

 
	
 5.1

 	
 All payments to be made by the Guarantor to the Bank under this
 Guarantee shall be made by not later than 11.00 a.m. (London time) on the due
 date in same day Dollar funds settled through the New York Clearing House
 Interbank Payments System (or in such other funds and/or settled in such
 other manner as the Bank shall specify as being customary at the time for the
 settlement of international transactions of the type contemplated by this
 Guarantee) to the account of the Bank at the Receiving Bank or to such other
 bank account as the Bank may from time to time notify to the Guarantor.

 
	
  

 	
  

 	
  

 
	
 5.2

 	
 If any sum shall become due on a day which is not a Business Day, the
 due date thereof shall be extended to the next succeeding Business Day,
 unless such Business Day falls in the next calendar month, in which event
 such due date shall be the immediately preceding Business Day.

 
	
  

 	
  

 	
  

 
	
 5.3

 	
 In the event that the Bank does not receive on the due date any sum
 due under this Guarantee, the Guarantor shall pay to the Bank on demand
 interest on such sum from and including the due date therefor to the date of
 actual payment (as well after as before judgment) at the rate per annum
 determined by the Bank to be the aggregate of (a) two and a half per cent
 (2.50%), (b) the applicable Margin, and (c) the rate at which overnight or
 call deposits (or deposits for periods of such duration not exceeding three
 months as the Bank from time to time may designate, but having regard to the
 likely duration of such non-payment) in the relevant currency are offered by
 the Bank in such place as the Bank shall select at or about 11.00 a.m. in
 such place on the Business Day immediately following such due date, such rate
 to be recalculated on the same basis at the end of each such period until
 such sum is received by the Bank. Any such interest which is not paid shall
 be compounded at the end of each such period. All payments of interest
 hereunder shall be calculated on the basis of actual days elapsed in a 360
 day year.

 
	
  

 	
  

 	
  

 
	
 6

 	
 EXPENSES

 
	
  

 	
  

 	
  

 
	
 6.1

 	
 The Guarantor shall pay to the Bank on demand all costs, fees and
 expenses (including, but not limited to, legal fees and expenses) and Taxes
 thereon incurred by the Bank in connection with:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the negotiation, preparation and execution of this Guarantee; and/or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the preserving or enforcing of, or attempting to preserve or enforce,
 any of its rights under this Guarantee.

 
	
 6.2

 	
 The Guarantor shall pay to the Bank on demand all costs, fees and
 expenses (including but not limited to, legal fees and expenses) and Taxes
 thereon incurred by the Bank in connection with:

 


12









	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 any variation of, or amendment or supplement to, any of the terms of
 this Guarantee; and/or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any consent or waiver required from the Bank in relation to this
 Guarantee, and
 in each case, regardless of whether the same is actually implemented,
 completed or granted, as the case may be.

 
	
  

 	
  

 	
  

 
	
 6.3

 	
 The Guarantor shall pay promptly all stamp, documentary and other
 like duties and Taxes to which this
 Guarantee may be subject or give rise and shall indemnify the Bank on demand
 against any and all liabilities with respect to or resulting from any delay
 or omission on the part of the Guarantor to pay any such duties or Taxes.

 
	
  

 	
  

 	
  

 
	
 7

 	
 CURRENCY INDEMNITY

 
	
  

 	
  

 	
  

 
	
 7.1

 	
 If, under any applicable law or regulation, and whether pursuant to a
 judgment being made or registered against the Guarantor or the bankruptcy of
 the Guarantor or for any other reason, any payment under or in connection
 with this Guarantee is made or falls to be satisfied in a currency (the “payment currency”) other
 than the currency in which such payment is due under or in connection with
 this Guarantee (the “contractual currency”), then to the extent that the amount
 of such payment actually received by the Bank, when converted into the
 contractual currency at the rate of exchange, falls short of the amount due
 under or in connection with this Guarantee, the Guarantor, as a separate and
 independent obligation, shall indemnify and hold harmless the Bank against
 the amount of such shortfall. For the purposes of this Clause 7.1, “rate of exchange” means
 the rate at which the Bank is able on or about the date of such payment to
 purchase the contractual currency with the
 payment currency and shall take into account any premium and other costs of
 exchange with respect thereto.

 
	
  

 	
  

 	
  

 
	
 8

 	
 NO COUNTERCLAIM,
 TAXATION

 
	
  

 	
  

 	
  

 
	
 8.1

 	
 All payments to be made by or on behalf of the Guarantor to the Bank
 pursuant to this
 Guarantee shall be made (a) without any set-off, counterclaim or condition
 whatsoever and (b) free and clear of, and without deduction for or on account
 of, any present or future Taxes, unless the Guarantor is required by law or
 regulation to make any such payment subject to any
 Taxes.

 
	
  

 	
  

 	
  

 
	
 8.2

 	
 In the event that the Guarantor is required by any law or regulation
 to make any deduction or withholding on account of any Taxes from any payment
 due under this Guarantee,
 then:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the
 Guarantor
 shall notify the Bank promptly as soon as it becomes aware of such
 requirement;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the
 Guarantor
 shall remit promptly the amount of such Taxes to the 

 


13









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 appropriate taxation authority, and in any event prior to the date on
 which penalties attach thereto;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 such
 payment shall be
 increased by such amount as may be necessary to ensure that the Bank
 receives a net amount, free and clear of all Taxes, equal to the full amount
 which the Bank would have received had such payment not been subject to such
 Taxes; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the
 Guarantor shall indemnify the Bank against any liability of the Bank in respect
 of such Taxes.

 
	
  

 	
  

 	
  

 
	
 8.3

 	
 No later than thirty (30) days after each deduction or withholding of
 any such Taxes, the Guarantor shall forward to the Bank evidence satisfactory
 to the Bank that such Taxes
 have been remitted to the appropriate taxation authority.

 
	
  

 	
  

 	
  

 
	
 9

 	
 SET-OFF

 
	
  

 	
  

 	
  

 
	
 9.1

 	
 The Guarantor hereby authorises the Bank (without prior notice) to
 apply any credit balance
 (whether or not then due) which is at any time held by the Bank for the
 account of the Guarantor at any office of the Bank in or towards satisfaction
 of any sum then due from the Guarantor to the Bank under this Guarantee and
 unpaid. The Bank is authorised to use all or any part of any such credit
 balance to buy such other currencies as may be necessary to effect such
 application. The Bank shall not be obliged to exercise any of its rights
 under this Clause, which shall be without prejudice and in addition to any
 right of set-off, combination of accounts, lien or other rights to which the Bank is at any
 time otherwise entitled (whether by operation of law, contract or otherwise).

 
	
  

 	
  

 	
  

 
	
 10

 	
 COMMUNICATIONS

 
	
  

 	
  

 	
  

 
	
 10.1

 	
 Except
 as otherwise provided
 for in this Guarantee all notices or other communications under or in respect
 of this Guarantee to either party hereto shall be in writing and shall be
 deemed to be duly given or made when delivered (in the case of personal
 delivery or letter) and when despatched (in the case of facsimile) to such party
 addressed to it at the address appearing below (or at such other address as
 such party hereafter specify for such purpose to the other by notice in
 writing):

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 In the case of the
 Guarantor at:

 
	
  

 	
  

 	
 60 Zephyrou
 Street and

 
	
  

 	
  

 	
 Syngrou
 Avenue

 
	
  

 	
  

 	
 Athens 175
 64

 
	
  

 	
  

 	
 Greece

 
	
  

 	
  

 	
 Facsimile
 No: 210 940 9051

 


14









	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 In the case of the Bank
 at:

 
	
  

 	
  

 	
 114 Kolokotroni Street 

 
	
  

 	
  

 	
 GR 185.35 Piraeus, Greece 

 
	
  

 	
  

 	
 Fax No.: +30 210 4226779 

 
	
  

 	
  

 	
 Attention: The Manager

 






	
  

 	
  

 
	
  

 	
 A
 written notice includes a notice by facsimile. A notice or other
 communication received on a non-working day or after business hours in the
 place of receipt shall be deemed to be served or the next following working
 day in such place.

 
	
  

 	
  

 
	
 10.2

 	
 All
 communications and documents delivered pursuant to or otherwise relating to
 this Guarantee shall either be in English or accompanied by a certified
 English translation prepared by a translator approved by the Bank.

 
	
  

 	
  

 
	
 10.3

 	
 A
 certificate or determination of the Bank as to any matter provided for in
 this Guarantee, in the absence of manifest error, shall be conclusive and
 binding on the Guarantor.

 
	
  

 	
  

 
	
 11 ASSIGNMENTS

 
	
  

 	
  

 
	
 11.1

 	
 This
 Guarantee shall be binding upon and inure to the benefit of the Bank and the
 Guarantor and their respective successors and permitted assigns and
 references in this Guarantee to either of them shall be construed
 accordingly.

 
	
  

 	
  

 
	
 11.2

 	
 The
 Guarantor may not assign or transfer any of its rights and/or obligations
 under this Guarantee.

 
	
  

 	
  

 
	
 11.3

 	
 The Bank may assign or transfer all or any part of its rights or
 obligations hereunder to any assignee or transferee of all or a similar
 proportion of its rights and/or obligations under the Loan Agreement or
 change its lending office, in either case, without the consent of the
 Guarantor. The Bank shall notify the Guarantor promptly following any such
 assignment, transfer or charge.

 
	
  

 	
  

 
	
 11.4

 	
 The Bank may disclose to any potential assignee or transferee of all
 or any part of its rights or obligations under this Guarantee or to any
 person who may otherwise enter into contractual relations with the Bank in
 relation to this Guarantee, such information about the Guarantor and/or his
 related entities as the Bank thinks fit.

 
	
  

 	
  

 
	
 12

 	
 MISCELLANEOUS

 
	
  

 	
  

 
	
 12.1

 	
 Time shall be of the essence of this Guarantee. No delay or omission
 on the part of the Bank in exercising any right, power or remedy under this
 Guarantee shall 

 


15









	
  

 	
  

 
	
  

 	
 impair such right, power or remedy or be construed as a waiver
 thereof nor shall any single or partial exercise of any such right, power or remedy
 preclude any further exercise thereof or the exercise of any other right,
 power or remedy. The rights, powers, and remedies herein provided are
 cumulative and not exclusive of any rights, powers and remedies provided by
 law and may be exercised from time to time and as often as the Bank deems
 expedient.

 
	
  

 	
  

 
	
 12.2

 	
 Any waiver by the Bank of any terms of this Guarantee, or any consent
 or approval given by the Bank under this Guarantee, shall only be effective
 if given in writing and then only for the purpose and upon the terms for
 which it is given.

 
	
  

 	
  

 
	
 12.3

 	
 If at any time any one or more of the provisions in this Guarantee is
 or becomes invalid, illegal or unenforceable in any respect under any law or
 regulation, the validity, legality and enforceability of the remaining
 provisions of this Guarantee shall not be in any way affected or impaired
 thereby.

 
	
  

 	
  

 
	
 12.4

 	
 The
 obligations of the Guarantor under this Guarantee shall remain in full force
 and effect until the Bank shall have received all amounts due or to become
 due to it hereunder in accordance with the terms hereof. Without prejudice to
 the foregoing, the obligations of the Guarantor under Clauses 2.4, 5.3, 6,
 and 7 shall survive the repayment of the Loan.

 


16









	
  

 	
  

 	
  

 
	
 13

 	
 LAW AND JURISDICTION

 
	
  

 	
  

 	
  

 
	
 13.1

 	
 This Guarantee
 shall be governed by, and construed in accordance with, Greek law.

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 This Guarantee shall be governed by and construed in accordance with
 Greek Law.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 For
 the exclusive benefit of the Bank, the Guarantor hereby irrevocably submits
 to the non-exclusive
 jurisdiction of the Courts of Piraeus. Further, the Guarantor agrees that any
 summons, writ or other legal process issued against it shall be served upon
 the Process Agent specified in Clause 11.1 (d). The foregoing shall not limit
 the right of the Bank to start proceedings in any other country or to serve
 process in any other manner permitted by law. Finally, the Guarantor hereby
 waives any objections to the inconvenience of Greece or any other country
 where the Bank may start proceedings as a forum.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 If
 it is decided by the Bank that any such proceedings should be commenced in
 any other country, then any objections as to the jurisdiction or any claim as
 to the inconvenience of the forum is hereby waived by the Guarantor and it is
 agreed and undertaken by the Guarantor to instruct lawyers in that country to
 accept service of legal process and not to contest the validity of such
 proceedings as far as the jurisdiction of the court or courts involved is
 concerned and the Guarantor agrees that any judgement or order obtained in
 the Courts of Piraeus shall be conclusive and binding on the Guarantor and
 shall be enforceable without review in the courts of any other jurisdiction.

 
	
  

 	
  

 	
  

 
	
 13.2

 	
 In
 this Clause 13, “proceedings” means proceedings of any kind, including an
 application for a provisional or protective measure.

 


17





IN WITNESS whereof
the parties hereto have entered into this Guarantee on the date first above
written.


	
  

 	
  

 	
  

 
	
 SIGNED by


	
 )

 	


 
	
 Mr. Konstantinos Zacharatos

 	
 )

 
	
 for and on behalf of

 	
 )

 
	
  

 	
  

 	 

 
	
 COSTAMARE INC.

 	
 )

 	
 Attorney-in-fact

 
	
 in the
 presence of:

 	
 )

 	
  

 






	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	


 
	
  

 	
  

 	 

 
	
 Name:

 	
  

 	
 Efstratios Kalantzis 

 
	
 Address:

 	
  

 	
 13 Defteras Merarchias Street 

 
	
  

 	
  

 	
 185 35 Piraeus, Greece

 
	
 Occupation:

 	
  

 	
 Attorney-at-Law

 


18









	
  
 	
  
 	
  
 
	
 SIGNED by 
	
 )
 	
 
 
	
 Mrs.
 Christina Margelou and
 	
 )
 
	Mrs. Chryssa Voulgari	)
	for and on behalf of	)
	EMPORIKI BANK OF GREECE S.A.	)
	
 in the presence of:
 	
 )
 	
 Attorney-in-fact
 
	
  
 	
  
 	
 
 
	
  
 	
  
 
	
  
 	
  
 
	
  
 	
  
 	  
	
  
 	
 
 	
 Attorney-in-fact
 






	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	


 
	
  

 	
  

 	 

 
	
 Name: 

 	
  

 	
 Efstratios Kalantzis 

 
	
 Address: 

 	
  

 	
 13 Defteras Merarchias Street  

 
	
  

 	
  

 	
 185 35 Piraeus, Greece

 
	
 Occupation: 

 	
  

 	
 Attorney-at-Law 

 


19