ex_350425.htm


Exhibit 4.20


 


 


 


 


Dated: 2 February, 2022


 


ALPHA BANK S.A.


 


(as Lender)


 


- and -


 


CALIFORNIA 19 INC. and


CALIFORNIA 20 INC.


(as joint and several Borrowers)


 


- and -


 


CENTRAL MARE INC.


TOP SHIPS INC.


(as Corporate Guarantors)


 


 


	
			 


			SECOND SUPPLEMENTAL AGREEMENT


			in relation to a Loan Agreement dated 12th March, 2020


			for a loan facility of (originally) US $37,660,000


			 

			



 


 


 





 






 










 








 




TABLE OF CONTENTS


 


	CLAUSE 	
			HEADINGS        

				PAGE
	 	 	 
	1.	
			DEFINITIONS

				2
	 	 	 
	2.	
			REPRESENTATIONS AND WARRANTIES

				3
	 	 	 
	3.	
			AGREEMENT OF THE LENDER

				4
	 	 	 
	4.	
			CONDITIONS

				4
	 	 	 
	5.	
			VARIATIONS TO THE PRINCIPAL AGREEMENT

				5
	 	 	 
	6.	RECONFIRMATION	8
	 	 	 
	7.	CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS	8
	 	 	 
	8.	ENTIRE AGREEMENT AND AMENDMENT	8
	 	 	 
	9.	
			FEES AND EXPENSES

				8
	 	 	 
	10.	ASSIGNMENT	9
	 	 	 
	11.	
			MISCELLANEOUS

				9
	 	 	 
	12.	
			LAW AND JURISDICTION

				9



 


 


 


 


 





 










 








 


THIS SUPPLEMENTAL AGREEMENT (“this Supplemental Agreement”) is made this 2nd day of February, 2022;


 


B E T W E E N


 


	 	
			(1)

				
			ALPHA BANK S.A., (formerly known as ALPHA BANK A.E.) a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with its head office at 40 Stadiou Street, Athens GR 102 52, Greece, acting through its office at 93 Akti Miaouli, Piraeus, Greece (the “Lender”); and

			



 


	 	
			(2)

				
			 (a)CALIFORNIA 19 INC., a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, as a Borrower (hereinafter called the “Borrower A”, which expression shall include its successors), as a borrower; and

			



 


(b)         CALIFORNIA 20 INC., a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, as a borrower (hereinafter called the “Borrower B”, which expression shall include its successors),


 


as joint and several borrowers (hereinafter together called the “Borrowers” and singly a “Borrower”); and


 


	 	
			(3)

				
			CENTRAL MARE INC., a corporation incorporated in the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, as Corporate Guarantor (the “First Corporate Guarantor” or the “Approved Manager”, each of which expressions shall include its successors); and

			



 


	 	
			(4)

				
			TOP SHIPS INC., a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 and which is floating in the NASDAQ (hereinafter called the “Second Corporate Guarantor”, which expression shall include its successors),

			



 


IS SUPPLEMENTAL to a loan agreement dated 12th March, 2020 made between (i) the Lender as lender, and (ii) the Borrowers, as joint and several borrowers, as amended by a first supplemental agreement dated 8th December 2020 (the said loan agreement together with the said first supplemental agreement is hereinafter called the “Principal Agreement”) on the terms and conditions of which the Lender agreed to advance and has advanced to the Borrowers a secured floating interest rate term loan facility in the amount of up to United States Dollars Thirty seven million six hundred sixty thousand (US$37,660,000) (the “Loan”), for the purposes therein specified (the Principal Agreement as hereby amended and/or supplemented and as the same may hereinafter be amended and/or supplemented called the “Loan Agreement”).


 


W H E R E A S:


 


(A)         a Master Agreement (on the 2002 ISDA Master Agreement (Multicurrency-Crossborder) form) dated as of 12th March, 2020 has been entered into between the Borrowers, as Party B and the Lender, acting as Swap Bank, as Party A, whereunder the Borrowers may enter or have already entered, as the case may be, into certain Designated 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) providing for, amongst other things, the payment of certain amounts by the Borrowers to the Swap Bank (the Master Agreement, the Schedule thereto, the Credit Support Annex and all Designated Transactions from time to time entered into or Confirmations exchanged under the Master Agreement and any amending, supplemental or replacement agreement are hereinafter called the “Master Agreement”)


 


 


 





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(B)        the First Corporate Guarantor has executed an irrevocable and unconditional Corporate Guarantee dated 12th March, 2020 in favour of the Lender by way of security for all monies now or hereafter due or payable by the Borrowers to the Lender under or pursuant to the Loan Agreement and the other Finance Documents (the “First Corporate Guarantee”); and


 


(C)         the Second Corporate Guarantor has executed an irrevocable and unconditional Corporate Guarantee dated 8th December, 2020 in favour of the Lender by way of security for all monies now or hereafter due or payable by the Borrowers to the Lender under or pursuant to the Loan Agreement and the other Finance Documents (the “Second Corporate Guarantee”); and


 


(D)         the Approved Manager has executed two Approved Manager’s Undertakings, the first one dated 16th March, 2020 in respect of m/v “ECO YOSEMITE PARK” and the other dated 26th March, 2020 in respect of m/v “ECO JOSHUA PARK” (together, the “Approved Manager’s Undertakings”), as manager of the Vessels in favour of the Lender, whereby the Approved Manager has (inter alia) subordinated any claims it may have against the Borrowers (or either of them) and/or the Vessels (or either of them) to the claims of the Lender under the Loan Agreement, the Master Agreement and the other Finance Documents in security of the Outstanding Indebtedness.


 


(E)         the Borrowers hereby acknowledge and confirm that (a) the Lender, as lender, has advanced to the Borrowers, as joint and several borrowers, the full amount of the Commitment in the principal amount of United States Dollars Thirty seven million six hundred sixty thousand (US$37,660,000) and (b) as the date hereof the principal amount of United States Dollars Thirty Seven Million (US$37,000,000) in respect of the Loan remains outstanding; and


 


(F)         the Borrowers and the other Security Parties have requested the Lender to grant its consent to (inter alia) amendment of the Security Requirement, and the Lender has agreed thereto conditionally upon terms that the Principal Agreement shall be amended in the manner hereinafter set out in Clause 5 (Variations to the Principal Agreement) of this Supplemental Agreement.


 


NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:


 


	 	
			1.

				
			DEFINITIONS

			





 


	 	
			1.1

				
			Defined terms and expressions 

			



 


Words and expressions defined in the Principal Agreement and not otherwise defined herein (including the Recitals hereto) shall have the same meanings when used in this Supplemental Agreement.


 


	 	
			1.2

				
			Additional definitions

			



 


In addition, in this Supplemental Agreement the words and expressions specified below shall have the meanings attributed to them below:


 





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“Effective Date” means the date hereof or such earlier or later date as the Lender may agree in writing upon which all the conditions contained in Clause 5 (Variations to the Principal Agreement) shall have been satisfied and this Supplemental Agreement shall become effective;


 


“Loan Agreement” means the Principal Agreement as hereby amended and as the same may from time to time be further amended and/or supplemented;


 


“Corporate Guarantee Addendum” in relation to the Second Corporate Guarantee means the Addendum no. 1 to the Second Corporate Guarantee to be executed by the Second Personal Guarantor in form satisfactory to the Lender, whereby the Second Corporate Guarantee shall be amended and/or supplemented as therein provided;”


 


	 	
			1.3

				
			Application of interpretation provisions of Loan Agreement

			



 


Clause 1.3 (Interpretation) and Clause 1.4 (Construction of certain terms) of the Loan Agreement applies to this Supplemental Agreement as if it were expressly incorporated in it with any necessary modifications.


 


	 	
			2.

				
			REPRESENTATIONS AND WARRANTIES

			





 


	 	
			2.1

				
			Representations and warranties of the Principal Agreement

			



 


The Borrowers hereby, jointly and severally, represent and warrant to the Lender as at the date hereof that the representations and warranties set forth in the Principal Agreement and the Security Documents (updated mutatis mutandis to the date of this Supplemental Agreement) are (and will be on the Effective Date) true and correct as if all references therein to “this Agreement” were references to the Principal Agreement as amended and supplemented by this Supplemental Agreement.


 


	 	
			2.2

				
			Additional Representations and warranties

			



 


In addition to the above, the Borrowers, jointly and severally, hereby represent and warrant to the Lender as at the date of this Supplemental Agreement that:


 


	 	
			a.

				
			each of the Security Parties is duly formed, is validly existing and in good standing under the laws of the place of its incorporation has full power to carry on its business as it is now being conducted and to enter into and perform its obligations under the Principal Agreement, and this Supplemental Agreement and has complied with all statutory and other requirements relative to its business;

			



 


	 	
			b.

				
			all necessary licences, consents and authorities, governmental or otherwise under this Supplemental Agreement, and the Principal Agreement have been obtained and, as of the date of this Supplemental Agreement, no further consents or authorities are necessary for any of the Security Parties to enter into this Supplemental Agreement and the Corporate Guarantee Addendum, as applicable, or otherwise perform its obligations hereunder;

			



 


	 	
			c.

				
			this Supplemental Agreement and the Corporate Guarantee Addendum, as applicable, constitute the legal, valid and binding obligations of the Security Parties thereto enforceable in accordance with its terms;

			



 


	 	
			d.

				
			the execution and delivery of, and the performance of the provisions of this Supplemental Agreement and the Corporate Guarantee Addendum, as applicable, do not, and will not contravene any applicable law or regulation existing at the date hereof or any contractual restriction binding on any of the Security Parties or its respective constitutional documents;

			



 


 





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			e.

				
			no action, suit or proceeding is pending or threatened against any of the Borrowers and the other Security Parties or their assets before any court, board of arbitration or administrative agency which could or might result in any material adverse change in the business or condition (financial or otherwise) of any of the Borrowers or the other Security Parties; and

			



 


	 	
			f.

				
			none of the Borrowers and the other Security Parties is and at the Effective Date will be in default under any agreement by which it is or will be at the Effective Date bound or in respect of any financial commitment, or obligation.

			



 


	 	
			3.

				
			AGREEMENT OF THE LENDER

			





 


The Lender, relying upon each of the representations and warranties set out in Clause 2 (Representations and warranties) hereby agrees with the Borrowers, subject to and upon the terms and conditions of this Supplemental Agreement and in particular, but without limitation, subject to the fulfilment of the conditions precedent set out in Clause 4 (Conditions), to consent to the amendment of the Principal Agreement in the manner more particularly set out in Clause 5 (Variations to the Principal Agreement).


 


	 	
			4.

				
			CONDITIONS

			





 


	 	
			4.1

				
			Conditions

			



 


The agreement of the Lender contained in Clause 3 (Agreement of the Lender) shall be expressly subject to the condition that the Lender shall have received on or before the Effective Date in form and substance satisfactory to the Lender and its legal advisers:


 


	 	
			a.

				
			a certificate of good standing or equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrowers and the other corporate Security Parties;

			



 


	 	
			b.

				
			a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of them;

			



 


	 	
			c.

				
			if required by the Lender, resolutions duly passed by the Board of Directors, or the Sole Director as the case may be, of each of the Borrowers and the other Security Parties and resolutions passed at a meeting of the shareholders of each of the Borrowers and the other Security Parties (and of any corporate shareholder thereof) evidencing approval of this Supplemental Agreement and the Corporate Guarantee Addendum, as applicable, to which the relevant Security Party is or is to be a party and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement and the Corporate Guarantee Addendum, as applicable, on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender;

			



 


	 	
			d.

				
			all documents evidencing any other necessary action or approvals or consents with respect to this Supplemental Agreement and the Corporate Guarantee Addendum, as applicable, evidencing approval of this Supplemental Agreement and the Corporate Guarantee Addendum, as applicable, and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement and the Corporate Guarantee Addendum, as applicable, on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender;

			



 





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			e.

				
			if required by the Lender, the original of any power(s) of attorney issued in favour of any person executing this Supplemental Agreement and the Corporate Guarantee Addendum, as applicable;

			



 


	 	
			f.

				
			all documents evidencing any other necessary action or approvals or consents with respect to this Supplemental Agreement and the Corporate Guarantee Addendum, as applicable;

			



 


	 	
			g.

				
			such favourable legal opinions from lawyers acceptable to the Lender and its legal advisors in this Supplemental Agreement as the Lender shall require; and

			



 


	 	
			h.

				
			the Corporate Guarantee Addendum, as applicable, duly executed by the respective parties thereto.

			



 


	 	
			5.

				
			VARIATIONS TO THE PRINCIPAL AGREEMENT 

			





 


	 	
			5.1

				
			Amendments

			



 


In consideration of the agreement of the Lender contained in Clause 3 (Agreement of the Lender), the Borrowers hereby agree with the Lender that (subject to the satisfaction of the conditions precedent contained in Clause 4 (Conditions), the provisions of the Principal Agreement shall be varied and/or amended and/or supplemented as follows:


 


	 	
			a.

				
			with effect as from the Effective Date, the following new definitions shall be added to Clause 1.2 (Definitions) of the Principal Agreement reading as follows:

			



 


“Second Supplemental Agreement” means the Second Supplemental Agreement dated ...... 2022 supplemental to this Agreement executed and made between the Borrowers and the Lender, whereby this Agreement has been amended as therein provided.”;


 


	 	
			b.

				
			with effect as from the Effective Date, Clause 8.2(o) (No dividends or distribution) of the Principal Agreement shall have a new sub-paragraph (iv) added to it as follows:

			



 


“(iv)         there is no breach of any of the Financial Covenants set forth in Clause 8.10 (Financial Covenants - Compliance Certificate) and Clause 5.2 (Negative Undertakings) of the Guarantee of the Corporate Guarantor;”


 


	 	
			c.

				
			with effect as from the Effective Date, Clause 8.10 (Financial covenants) of the Principal Agreement shall be deleted and substituted to read as follows:

			



 





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“8.10         Financial covenants-Compliance Certificate


 


	 	
			(a)

				
			Financial covenants-Compliance Certificate: the Borrowers will ensure that:

			



 


	 	
			(i)

				
			for the duration of the Security Period, the Top Ships Group’s consolidated financial position, based on the most recent Accounting Information to comply with the financial covenants set out below:

			



 


 


	 	
			aa)

				
			Corporate Liquidity: ensure that throughout the remainder of the Security Period, the Corporate Liquidity of Top Ships maintained with the Lending Office οr other financial institutions at any relevant time in unencumbered current or call accounts in the name of entities acceptable to the Lender will be, at the end of any Accounting Period, in an amount not less than Dollars Five hundred thousand ($500,000) per Fleet Vessel; (for clarification purposes, the Pledged Minimum Liquidity and any cash held in debt service reserve accounts and retention accounts (if any) shall be taken into account in the calculation and testing of this covenant) and

			



 


	 	
			bb)

				
			Corporate Leverage Ratio: the Leverage Ratio of the Top Ships Group, at the end of any Accounting Period, not higher than 0.75:1.0; and

			



 


	 	
			(ii)

				
			Compliance Certificate: a compliance certificate for each Accounting Period of Top Ships, commencing from 30 June 2021 signed by its Treasurer, is delivered to the Lender at six monthly intervals starting from 30 June, 2021 by the Borrowers within 180 days after the end of the respective Accounting Period, substantially in the form set out in Schedule 4, duly completed and supported by calculations setting out in reasonable detail the materials underling the statements made in such compliance certificate.

			



 


The Liquid Funds and the Leverage Ratio to be tested and confirmed to the Lender on each Financial Semester Testing Day starting from 30 June, 2021 on the basis of the semi-annual unaudited and annual audited Financial Statements and the Compliance Certificate to be delivered to the Lender as per Clause 8.1(f) (Financial statements).


 


	 	
			(b)

				
			Construction: The expressions used in this Clause 8.10 shall be construed in accordance with law and accounting principles internationally accepted as used in the Accounting Information produced in accordance with Clause 8.1(f) (Financial statements).

			



 


 


	 	
			(c)

				
			Definitions: For the purposes of this Agreement:

			



 


“Accounting Information” means the annual audited consolidated financial statements of the Top Ships Group and the interim semi-annual un-audited financial statements of the Top Ships Group, to be provided by the Borrowers to the Lender in accordance with clause 8.10 (Financial Statements - Compliance Certificate); 


 


“Accounting Period” means each Financial Year and each half-year of each Financial Year falling during the Security Period for which the Accounting Information is required to be delivered to the Lender pursuant to Clause 8.10 (Financial Statements - Compliance Certificate);


 


“Cash” and “Cash Equivalents” means, at any relevant time, the aggregate of cash in hand or on deposit with any prime international bank;


 


“Corporate Leverage Ratio” means, in respect of an Accounting Period, the ratio of the Total Debt (after deducting all Cash and Cash Equivalents and restricted cash) to the aggregate Market Value of all Fleet Vessels provided however that the Fleet Vessels included in Total Assets should be adjusted to their market values which shall be acceptable to the Lender;


 





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“Financial First Semester Testing Day” means, 30 June in any year;


 


“Financial Second Semester Testing Day” means, 31 December in any year;


 


“Financial Semester Testing Day” means each of the Financial First Semester Testing Day and the Financial Second Semester Testing Day on which the Corporate Leverage Ratio of the Top Ships Group shall be tested as provided in this Clause 8.10 (together, the “Financial Semester Testing Days”);


 


“Fleet Market Value” means, as of the date of calculation, the aggregate market value of all the Fleet Vessels as determined in accordance with the provisions (mutatis-mutandis) of Clause 8.5 (b) (Valuation of Vessels) of this Agreement;


 


“Fleet Vessels” means, together, all of the vessels (including, but not limited to, the Vessels) from time to time owned or leased by members of the Top Ships Group which, at the relevant time, are included within the Total Assets of the Top Ships Group in the balance sheet of the Accounting Information (each a “Fleet Vessel”);


 


“Total Assets” means, in respect of an Accounting Period, the aggregate value of all assets of the Top Ships Group included in the Accounting Information as “current assets” and the value of all investments and all other tangible and intangible assets of the Top Ships Group properly included in the Accounting Information as “fixed assets” in accordance with US GAAP; and


 


“Total Debt” means, in respect of an Accounting Period, the aggregate on a consolidated basis of the Top Ships Group of all short term interest bearing bank debt included in the financial statements of the Top Ships Group under current liabilities plus the long term interest bearing bank debt.”


 


	5.2.	Security Documents



         


With effect as from the Effective Date the definition “Security Documents” shall be deemed to include (a) the Security Documents as amended and/or supplemented in pursuance to the terms hereof, (b) the Corporate Guarantee Addendum and (c) any document or documents (including if the context requires the Loan Agreement) that may now or hereafter be executed as security for the repayment of the Loan, interest thereon and any other moneys payable by the Borrowers under the Principal Agreement and the Security Documents (as herein defined) as well as for the performance by the Borrowers and the other Security Parties (as herein defined) of all obligations, covenants and agreements pursuant to the Principal Agreement, this Supplemental Agreement, the Corporate Guarantee Addendum and/or the Security Documents.


 


	 	
			5.3

				
			Construction

			



 


With effect from the date hereof all references in the Principal Agreement to:


 


“this Agreement”, “hereunder” and the like and in the Security Documents to the “Loan Agreement” shall be construed as references to the Principal Agreement as amended and/or supplemented by this Supplemental Agreement.


 


 





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			6.

				
			RECONFIRMATION

			





 


	 	
			6.1

				
			Reconfirmation of obligations

			



 


Each of the Borrowers hereby reconfirms its obligations under the Principal Agreement and its compliance with the covenants contained therein, as amended herein, of the Principal Agreement.


 


	 	
			6.2

				
			Acknowledgement

			



 


Each of the Security Parties acknowledges and agrees, for the avoidance of doubt, that each of the Security Documents to which it is a party and its obligations thereunder, shall remain in full force and effect notwithstanding the amendments made to the Principal Agreement by this Supplemental Agreement and the Corporate Guarantee Addendum and the waivers and other amendments agreed by the Lender in this Supplemental Agreement.


 


	 	
			7.

				
			CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS

			





Save for the alterations to the Principal Agreement, and the Security Documents made or to be made pursuant to this Supplemental Agreement and the Corporate Guarantee Addendum, and such further modifications (if any) thereto as may be necessary to make the same consistent with the terms of this Supplemental Agreement and the Corporate Guarantee Addendum, the Principal Agreement shall remain in full force and effect and the security constituted by the Security Documents shall continue to remain valid and enforceable and the Borrowers hereby jointly and severally reconfirm their respective obligations under the Principal Agreement as hereby amended and under the Security Documents to which each of them is a party.


 


	 	
			8.

				
			ENTIRE AGREEMENT AND AMENDMENT

			





 


	 	
			8.1

				
			Entire Agreement

			



 


The Principal Agreement, the other Security Documents, and this Supplemental Agreement and the Corporate Guarantee Addendum represent the entire agreement among the parties hereto with respect to the subject matter hereof and supersede any prior expressions of intent or understanding with respect to this transaction and may be amended only by an instrument in writing executed by the parties to be bound or burdened thereby.


 


	 	
			8.2

				
			Supplemental Agreement - Application of Principal Agreement provisions

			



 


This Supplemental Agreement is supplementary to and incorporated in the Principal Agreement, all terms and conditions whereof, including, but not limited to, provisions on payments, calculation of interest and Events of Default, shall apply to the performance and interpretation of this Supplemental Agreement.


 


	 	
			9.

				
			FEES AND EXPENSES

			





 


9.1 Costs and expenses


 


The Borrowers covenant and agree to pay to the Lender upon demand and from time to time all reasonable and documented costs, charges, registration and recording fees, duties and expenses (including legal fees) incurred by the Lender in connection with the negotiation, preparation, execution and enforcement or attempted enforcement of this Supplemental Agreement and any document executed pursuant thereto and/or in preserving or protecting or attempting to preserve or protect the security created hereunder and/or under the Security Documents.


 


 





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			9.2

				
			Stamp Duty

			



 


The Borrowers covenant and agree to pay and discharge all stamp duties, registration and recording fees and charges and any other charges whatsoever and wheresoever payable or due in respect of this Supplemental Agreement and/or any document executed pursuant hereto.


 


	 	
			10.

				
			ASSIGNMENT

			





 


The provisions of Clause 14 (Assignment, Transfer, Participation, Lending Office) of the Principal Agreement shall apply to this Supplemental Agreement as if the same were set out herein in full.


 


	 	
			11.

				
			MISCELLANEOUS

			





 


	 	
			11.1

				
			Incorporation of Loan Agreement provisions

			



 


Without prejudice to Clauses 6 (Reconfirmation), 7 (Continuance of Principal Agreement and the Security Documents) and 8 (Entire agreement and amendment) of this Supplemental Agreement, the provisions of Clauses 2.9 (Evidence), 15.7 (Invalidity of Terms) and 17.1 (Notices) of the Principal Agreement apply to this Supplemental Agreement as well and they are deemed to be repeated as if set forth in extenso herein.


 


	11.2	Counterparts



         


This Supplemental Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.


 


	 	
			12.

				
			LAW AND JURISDICTION

			





 


	 	
			12.1

				
			Governing Law

			



 


This Supplemental Agreement and any non-contractual obligations arising out of or in relation to it shall be governed by and construed in accordance with English law and the provisions of Clause 18 (Law and Jurisdiction) of the Principal Agreement shall apply mutatis mutandis to this Supplemental Agreement as if the same were set out herein in full.


 


	 	
			12.2

				
			Third Party Rights

			



 


A person who is not a party to this Supplemental Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Supplemental Agreement.


 


IN WITNESS whereof the parties hereto have caused this Supplemental Agreement to be duly executed the date first above written.


 


 





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[Intentionally left blank]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



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EXECUTION PAGE


 


THE BORROWERS


 


	 	SIGNED by         	)	 	 
	 	Mr. Andreas Louka and    	)	 	 
	 	Mrs. Dimitra Karkaletsi   	)	/s/ Andreas Louka	 
	 	for and on behalf of      	)	Attorney-in-fact	 
	 	CALIFORNIA 19 INC.    	)	 	 
	 	of the Marshall Islands,   	)	/s/ Dimitra Karkaletsi	 
	 	in the presence of:       	)	Attorney-in-fact	 



 


	 	SIGNED by         	)	 	 
	 	Mr. Andreas Louka and    	)	 	 
	 	Mrs. Dimitra Karkaletsi   	)	/s/ Andreas Louka	 
	 	for and on behalf of      	)	Attorney-in-fact	 
	 	CALIFORNIA 20 INC.    	)	 	 
	 	of the Marshall Islands,   	)	/s/ Dimitra Karkaletsi	 
	 	in the presence of:       	)	Attorney-in-fact	 



 


THE CORPORATE GUARANTORS


 


	 	SIGNED by         	)	 	 
	 	Mr. Andreas Louka and    	)	 	 
	 	Mrs. Dimitra Karkaletsi   	)	/s/ Andreas Louka	 
	 	for and on behalf of      	)	Attorney-in-fact	 
	 	CENTRAL MARE INC.      	)	 	 
	 	of the Marshall Islands,   	)	/s/ Dimitra Karkaletsi	 
	 	in the presence of:       	)	Attorney-in-fact	 



 


	 	SIGNED by         	)	 	 
	 	Mr. Andreas Louka and    	)	 	 
	 	Mrs. Dimitra Karkaletsi   	)	/s/ Andreas Louka	 
	 	for and on behalf of      	)	Attorney-in-fact	 
	 	TOP SHIPS INC.  	)	 	 
	 	of the Marshall Islands,   	)	/s/ Dimitra Karkaletsi	 
	 	in the presence of:       	)	Attorney-in-fact	 



 


Witness to all above signatures: 


 


	/s/ Vasiliki Kouleri	 



 Name: Vasiliki Kouleri


Address: 13 Defteras Merarchias Piraeus, Greece


Occupation: Attorney-at-Law


 


 





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THE LENDER


 


	 	SIGNED by         	)	 	 
	 	Mr. Konstantinos Flokos and 	)	 	 
	 	Mrs. Chrysanthi Papathanasopoulou  	)	/s/ Konstantinos Flokos	 
	 	for and on behalf of      	)	Attorney-in-fact	 
	 	ALPHA BANK S.A.,  	)	 	 
	 	of Greece, 	)	/s/ Chrysanthi Papathanasopoulo	 
	 	in the presence of:       	)	Attorney-in-fact	 



 


	/s/ Vasiliki Kouleri	 



 Name: Vasiliki Kouleri


Address: Defteras Merarchias 13 Piraeus, Greece


Occupation: Attorney-at-law


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





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