Exhibit 4.19 


 


Dated: 28th May, 2013


 


The
Lenders and financial institutions set out in schedule 1


-
and -


Commerzbank
Aktiengesellschaft


(as legal successor of Deutsche
Schiffsbank Aktiengesellschaft)


as joint Arranger, Agent, Swap Bank
and Security Agent


- and -


UniCredit
Bank AG


(formerly
Bayerische Hypo-Und Vereinsbank Aktiengesellschaft)


as joint Arranger, Swap Bank and
Account Bank


-
and -


HSH
Nordbank AG


as Swap Bank


- and -


COSTAMARE
INC.


as Borrower


- and -


The
Corporate Guarantors set out in schedule 2


as Corporate Guarantors


 

 


 


FIFTH SUPPLEMENTAL AGREEMENT

         

        in relation to a Facility Agreement
        dated 22nd July, 2008


for an amount of up to US$1,000,000,000


 


 








 


 


 








Theo V. Sioufas & Co.


Law Offices


Piraeus 



    	 



    	



    





	 	 	TABLE OF CONTENTS	 	 
	 	 	 	 	 
	CLAUSE	 	HEADINGS	 	PAGE
	 	 	 	 	 
	1.	 	Definitions	 	2	 
	 	 	 	 	 	 
	2.	 	Representations and warranties	 	4	 
	 	 	 	 	 	 
	3.	 	Agreement of the Lenders	 	5	 
	 	 	 	 	 	 
	4.	 	Conditions	 	6	 
	 	 	 	 	 	 
	5.	 	Variations to the Principal Agreement	 	8	 
	 	 	 	 	 	 
	6.	 	Entire agreement and amendment	 	9	 
	 	 	 	 	 	 
	7.	 	Continuance of Principal Agreement and the Security
    Documents	 	9	 
	 	 	 	 	 	 
	8.	 	Continuance and reconfirmation
    of the Guarantees	 	9	 
	 	 	 	 	 	 
	9.	 	Fees and expenses	 	9	 
	 	 	 	 	 	 
	10.	 	Miscellaneous	 	10	 
	 	 	 	 	 	 
	11.	 	Applicable law and jurisdiction	 	10	 




    	 



    	



    


THIS AGREEMENT is made this
28th day of May, 2013


 


B E T W E E N


 


	(1)	The Lenders and financial institutions set out in schedule 1, as Lenders;
	 	 
	(2)	Commerzbank Aktiengesellschaft (“CBA”) as legal successor by way of merger of Deutsche Schiffsbank Aktiengesellschaft (“DSB”), as joint Arranger, Agent, Swap Bank and Security Agent;
	 	 
	(3)	UniCredit Bank AG (formerly Bayerische Hypo-Und Vereinsbank Aktiengesellschaft), as joint Arranger, Swap Bank and Account Bank;
	 	 
	(4)	HSH Nordbank AG (“HSH”), as Swap Bank;
	 	 
	(5)	Costamare Inc., as Borrower; and
	 	 
	(6)	The Corporate Guarantors set out in schedule 2, as Corporate Guarantors (hereinafter together called the “Corporate Guarantors” and singly a “Corporate Guarantor”, which expression shall include their respective successors in title)



 


AND IS SUPPLEMENTAL to a term loan and revolving
credit facility agreement dated 22nd July, 2008 (hereinafter called the “Principal Agreement”) made
by and among (1) Costamare Inc., of the Marshall Islands (therein and hereinafter
referred to as the “Borrower”) as borrower, (2) DSB
(whose legal successor by way of merger is CBA),
as joint Arranger, Agent, Swap Bank and Security Agent, (3) UniCredit
Bank AG (then named Bayerische Hypo-Und Vereinsbank
Aktiengesellschaft) (“UCB”),
as joint Arranger, Swap Bank and Account Bank, (4) HSH,
as Swap Bank and (5) The Lenders
and financial institutions set out in schedule 1 to the Principal Agreement, as Lenders (therein and hereinafter together
called the “Lenders”), as amended and/or supplemented by (i) a first supplemental agreement dated 23rd
April, 2010 made between the Lenders, as Lenders, DSB, as joint Arranger, Agent, Swap Bank and Security Agent, UCB, as
joint Arranger, Swap Bank and Account Bank, HSH, as
Swap Bank, the Borrower, as borrower and the Corporate Guarantors, as corporate guarantors, (ii) a second supplemental
agreement dated 22nd June, 2010 made between the Lenders, as Lenders, DSB, as joint Arranger, Agent, Swap Bank and
Security Agent, UCB, as joint Arranger, Swap Bank and Account Bank, HSH,
as Swap Bank, the Borrower, as borrower and the Corporate Guarantors, as corporate guarantors,
(iii) a third supplemental agreement dated 6th September, 2011 made between the Lenders, as Lenders, DSB, as joint
Arranger, Agent, Swap Bank and Security Agent, UCB, as joint Arranger, Swap Bank and Account Bank,
HSH, as Swap Bank, the Borrower,
as borrower and the Corporate Guarantors, as corporate guarantors, and (iv) a fourth supplemental agreement dated 17th
December, 2012 made between the Lenders, as Lenders, CBA, as joint Arranger, Agent, Swap Bank and Security Agent, UCB, as
joint Arranger, Swap Bank and Account Bank, HSH, as
Swap Bank, the Borrower, as borrower and the Corporate Guarantors, as corporate guarantors, on the terms and conditions
of which the Lenders agreed to make available to the Borrower, as borrower (i) a term loan facility
in the amount of up to Seven hundred million United States Dollars



    	1



    	



    

(US$700,000,000) and
(ii) a revolving credit facility in the maximum amount of up to Three hundred million United States Dollars
(US$300,000,000) and in the aggregate not exceeding One billion United States Dollars (US$1,000,000,000), for the
purposes therein specified.


 


W H E R E A S :


 


	(A)	Pursuant to Drawdown Notices from the Borrower to the Agent, the Lenders have advanced to the Borrower the aggregate amount of United States Dollars One billion (US$1,000,000,000) (as the Borrower and the Corporate Guarantors hereby jointly and severally acknowledge), out of which the principal amount outstanding as at the date hereof is United States Dollars Seven hundred forty four million six hundred ninety one thousand seven hundred forty three and ninety nine cents (US$744,691,743.99) (as the Borrower and the Corporate Guarantors hereby jointly and severally acknowledge); and
	 	 
	(B)	The Borrower and the Corporate Guarantors have together requested the Lenders to consent to:
	 	 




	 	(a)	the
    change of flag from Greek to Maltese of the following Ships:
	 	 	 



	 	(i)	“SEALAND ILLINOIS”
	 	 	 
	 	(ii)	“MAERSK KOBE”
	 	 	 
	 	(iii)	“MAERSK KOLKATA”
	 	 	 
	 	(iv)	“MAERSK KINGSTON” and
	 	 	 
	 	(v)	“MAERSK KALAMATA”
	 	 	 




	 	(b)	the discharge of the Greek Mortgages registered over the said Ships; and
	 	 	 
	 	(c)	the transfer of the technical management of the Ships “SEALAND ILLINOIS” and “MAERSK KOBE” to V. Ships Greece Ltd., of Bermuda (the “New Technical Manager”) as from June, 2013,




	 	 
	and the Lenders have agreed so to do conditionally upon terms that (inter alia) the Principal Agreement shall be amended in the manner hereinafter set out.
	 



	NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
	 





	1.	Definitions
	 	 
	1.1	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 Agreement.
	 	 
	1.2	In addition, in this Agreement the words and expressions specified below shall have the meanings attributed to them below:








    	2



    	



    

	 	“Effective Date” means the date upon which all the conditions
    contained in Clause 4 shall have been satisfied and this Agreement shall become effective;
	 	 
	 	“Facility Agreement” means the Principal Agreement as hereby
    amended and as the same may from time to time be further amended and/or supplemented;
	 	 
	 	“Maltese Flag Ships” means the following
    Ships:
	 	 	 



 


	 	(a)	m/v “MAERSK KALAMATA” currently registered under the Greek flag
    in the ownership of Merten Shipping Co., of Liberia (the “Merten Owner”), having IMO No. 9244946 and which
    vessel on the Effective Date shall be deleted from the Greek flag and shall be registered under the Maltese flag in the ownership
    of the Merten Owner (the “Merten Ship”);
	 	 	 
	 	(b)	m/v “MAERSK KOBE” currently registered under the Greek flag in the
    ownership of Achilleas Maritime Corporation, of Liberia (the “Achilleas Owner”), having IMO No. 9196840
    and which vessel on the Effective Date shall be deleted from the Greek flag and shall be registered under the Maltese flag
    in the ownership of the Achilleas Owner (the “Achilleas Ship”);
	 	 	 
	 	(c)	m/v “MAERSK KOLKATA” currently registered under the Greek flag in
    the ownership of Kalamata Shipping Corporation, of Liberia (the “Kalamata Owner”), having IMO No. 9244922
    and which vessel on the Effective Date shall be deleted from the Greek flag and shall be registered under the Maltese flag
    in the ownership of the Kalamata Owner (the “Kalamata Ship”);
	 	 	 
	 	(d)	m/v “MAERSK KINGSTON” currently registered under the Greek flag
    in the ownership of Navarino Maritime Corporation, of Liberia (the “Navarino Owner”), having IMO
    No. 9244934 and which vessel on the Effective Date shall be deleted from the Greek flag and shall be registered under the
    Maltese flag in the ownership of the Navarino Owner (the “Navarino Ship”); and
	 	 	 
	 	(e)	m/v “SEALAND ILLINOIS” currently registered under the Greek flag
    in the ownership of Miko Shipping Co., of Liberia (the “Miko Owner”), having IMO No. 9197545 and
    which vessel on the Effective Date shall be deleted from the Greek flag and shall be registered under the Maltese flag in
    the ownership of the Miko Owner (the “Miko Ship”);



 


	 	 	 
	 	and “Maltese Flag Ship” means any
    of them as the context may require;
	 	 
	 	“Maltese Mortgage” in relation to each Maltese Flag Ship means
    the first priority Maltese ship mortgage and the deed of covenant supplemental thereto executed
    or (as the context may require) to be executed by the Owner of such Ship in favour of the Security Agent or the Lenders in
    form and substance satisfactory to the Agent (acting on the instructions of the Lenders) (together, the “Maltese
    Mortgages”);




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“New Technical
Manager’s Undertaking” in relation to each of “MAERSK KOBE” and “SEALAND ILLINOIS” means
an undertaking and letter of subordination executed or (as the context may require) to be executed by the New Technical Manager
in favour of the Security Agent in form and substance satisfactory to the Agent (acting on the instructions of the Lenders) (together,
the “New Technical Manager’s Undertakings”); and


 


“New Security
Documents” means together the Maltese Mortgages and the New Technical Manager’s Undertakings.


 


	1.3	In this Agreement:



 


	 	(a)	Where the context so admits words importing the singular number only shall include
the plural and vice versa and words importing persons shall include firms and corporations;



 


		(b)	Clause headings are inserted for convenience of reference only and shall be ignored in construing
this Agreement;



 


		(c)	references to Clauses are to clauses of this Agreement save as may be otherwise expressly provided
in this Agreement; and



 


		(d)	all capitalised terms used herein and not otherwise defined herein shall have the meanings ascribed
to them in the Principal Agreement.



 


		2.	Representations and warranties



 


	2.1	The Borrower and the Corporate Guarantors hereby jointly and severally represent and warrant to
the Creditors 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 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 Agreement.



 


	2.2	In addition to the above the Borrower and the Corporate Guarantors hereby jointly and severally
represent and warrant to the Creditors as at the date of this Agreement that:



 


		a.	each of the corporate Security Parties and the New Technical Manager is duly formed, is validly
existing and in good standing under the laws of the place of its incorporation and each of the Borrower and the Corporate Guarantors
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, this Agreement, each of the New Security Documents and the Security Documents to which it is or is to be a party and
the New Technical Manager has full power to carry on its business as it is now being conducted and to enter into and perform its
obligations under the New Technical




    	4



    	



    

Manager’s Undertakings,
and each of the corporate Security Parties 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 USA;


 


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



 


		c.	this Agreement constitutes, and each of the New Security Documents on the execution thereof will
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 Agreement and the
New Security Documents 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;



 


		e.	no litigation, arbitration or administrative proceeding relating to
an amount exceeding in respect of (a) the Group cumulatively US$50,000,000 and (b) each Related Company US$3,000,000 is
taking place, pending or, to the knowledge of the officers of the Borrower, threatened against the Borrower or any of its Related
Companies or any other Security Party which could have a material (in the reasonable opinion of the Majority Lenders) adverse effect
on the business, assets or financial condition of the Borrower or any of its Related Companies or any other Security Party;



 


		f.	none of the Borrower and the Corporate Guarantors 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 Lenders



 


		3.1	The Creditors upon each of the representations and warranties set out in Clause 2 hereby agree
with the Borrower, subject to and upon the terms and conditions of this Agreement and in particular, but without limitation, subject
to the fulfilment of the conditions precedent set out in Clause 4, to consent to:



 


		a.	the change of flag of the Maltese Flag Ships from Greek to Maltese;
and



 


		b.	the discharge of the Greek Mortgages registered over the Maltese Flag
Ships; and




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		c.	the transfer of the technical management of the Ships “SEALAND
ILLINOIS” and “MAERSK KOBE” to the New Technical Manager as from 28th May, 2013,



 


subject to amendment
of the Principal Agreement in the manner more particularly set out in Clause 5.1.


 


	4.	Conditions



 


	4.1	The agreement of the Creditors contained in Clause 3.1 shall be expressly subject to the condition
that the Agent shall have received on or before the Effective Date in form and substance satisfactory to the Agent 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 Borrower and the Corporate Guarantors;



 


		b.	certified and duly legalised copies of resolutions passed at a meeting of the Board of Directors
of each of the Borrower and the Owners of the Maltese Flag Ships and certified and duly legalised copies of the resolutions passed
at a meeting of the shareholders of the Owners of the Maltese Flag Ships (and of any corporate shareholder thereof) evidencing
approval of this Agreement and of the New Security Documents and authorising appropriate officers or attorneys to execute the same
and to sign all notices required to be given under this Agreement on its behalf or other evidence of such approvals and authorisations
as shall be acceptable to the Agent;



 


		c.	all documents evidencing any other necessary action or approvals or consents with respect to this
Agreement and the New Security Documents;



 


		d.	the original of any power(s) of attorney issued in favour of any person executing this Agreement
or the New Security Documents on behalf of each of the Borrower, the Owners of the Maltese Flag Ships and the New Technical Manager;



 


		e.	evidence that:



 


		i.	each Maltese Flag Ship is registered in the name of the Owner thereof through the relevant Registry
under the laws and flag of Malta and that such Maltese Flag Ship and its Earnings, Insurances and Requisition Compensation (as
each such term is defined in the General Assignment relative thereto) are free of Encumbrances; and



 


		ii.	each Maltese Flag Ship maintains the Classification referred to in the
Maltese Mortgage relative thereto free of all overdue requirements and overdue recommendations
of the relevant Classification Society which would lead to the withdrawal of class; 




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		iii.	each Maltese Flag Ship is insured in accordance with the provisions
of the Maltese Mortgage relative thereto and all requirements of the relevant Security Documents
in respect of such insurance have been complied with (including without limitation, confirmation from the protection and indemnity
association or other insurer with which such Maltese Flag Ship is, or is to be, entered
for insurance or insured against protection and indemnity risks (including oil pollution risks) that any necessary declarations
required by the association or insurer for the removal of any oil pollution exclusion have been made and that any such exclusion
does not apply to such Maltese Flag Ship);



 


		iv.	each Maltese Mortgage has been registered against the relevant Maltese Flag Ship through the relevant
Registry under the laws and flag of Malta;



 


		v.	any fees and commissions payable from the Borrower to the Creditors pursuant to the terms of Clause 5.1
(Fees) of the Principal Agreement or any other provision of the Security Documents have been paid in full;



 


		f.	each of the New Security Documents duly executed by the respective parties thereto and, where appropriate,
duly registered in favour of the Lenders;



 


		g.	a copy of the DOC applicable to each Maltese Flag Ship
and of the SMC applicable to the New Technical Manager certified as true, complete and in effect by the Borrower’s lawyer;



 


		h.	copies of such ISM Code Documentation in respect of each Maltese
Flag Ship, as the Agent may by written notice to the Borrower have requested not later than two
(2) days before the Effective Date certified as true and complete in all material respects by the Borrower’s lawyer; 



 


		i.	copy of the ISSC of each Maltese Flag Ship
issued pursuant to the ISPS Code certified as true, complete and in effect by the Borrower’s
lawyer;



 


		j.	an opinion of the Lenders’ legal advisers on Maltese Law matters in relation to the Maltese
Flag Ships;



 


		k.	a copy, certified as a true and complete copy by the Borrower’s Lawyer, of the Technical
Management Agreements in respect of the m/vs “SEALAND ILLINOIS” and “MAERSK KOBE”; and



 


		l.	such further conditions precedent as the Agent may reasonably require.




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	5.	Variations to the Principal Agreement



 


	5.1	In consideration of the agreement of the Lenders and the Agent contained in Clause 3.1, the Borrower
and the Corporate Guarantors hereby jointly and severally agree with the Creditors that (subject to the satisfaction of the conditions
precedent contained in Clause 4) with effect from the Effective Date, 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 definition “Technical
Manager” in Clause 1.2 (Definitions) of
the Principal Agreement shall be amended to read as follows:



 


“Management
Agreement” means, in relation to each Ship, the agreement made or (as the context may require) to be made between the
Owner thereof or, as the case may be, Costamare and/or the relevant Manager providing for the appointment of such Manager as Commercial
Manager or, as the case may be, Technical Manager of such Ship subject to and upon the terms and conditions therein contained (together,
the “Management Agreements”);


 


“Technical
Manager” in relation to a Ship means Costamare or (through a sub-contract
made or to be made with Costamare or the Owner of such Ship and after prompt notice of the Borrower to the Agent) Shanghai
Costamare Shipmanagement Co. Ltd., a company incorporated and existing under the laws of P.R. of China or Ciel
Shipmanagement S.A., a company incorporated and existing under the laws of Liberia or V.
Ships Greece Ltd., of Bermuda or such other person as may from time to time be approved by the Lenders for the purpose
of acting as technical manager of any of the Ships, and includes their respective successors in title (together, the “Technical
Managers”);


 


		b.	with effect from the date hereof all
references in the Principal Agreement to:



 


		i.	“Manager’s Undertaking” and “Manager’s
Undertakings” shall be deemed to include the “New Technical Manager’s Undertakings”, as herein defined;



 


		ii.	“Mortgage” and “Mortgages” shall be deemed
to include the “Maltese Mortgages”, as herein defined; and



 


		iii.	“Technical Manager” and “Technical Managers”
shall be deemed to include the “New Technical Manager”, as herein defined;



 


		c.	with effect from the Effective Date all references in the Principal Agreement to “this
Agreement”, “hereunder” and the like in the Principal Agreement and “the Agreement”
in the Security Documents shall be construed as references to the Principal Agreement as amended and/or supplemented by this Agreement;
and




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		d.	the definition “Security Documents” with effect as from the date hereof shall
be deemed to include the Security Documents as amended and/or supplemented in pursuance to the terms hereof as well as the New
Security Documents and any document or documents (including if the context requires the Facility Agreement) that may now or hereafter
be executed as security for the repayment of the Outstanding Indebtedness payable to the Creditors
under the Principal Agreement (as hereby amended) and the Security Documents (as herein defined) as well as for the performance
by the Borrower and the other Security Parties of all obligations, covenants and agreements pursuant to the Principal Agreement,
this Agreement and/or the Security Documents.



 


	6.	Entire agreement and amendment



 


	6.1	The Principal Agreement, the New Security Documents, the other
Security Documents, and this Agreement 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.



 


	6.2	This 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 Agreement.



 


	7.	Continuance of Principal Agreement and the Security Documents



 


	7.1	Save for the alterations to the Principal Agreement made or deemed to be made pursuant to this
Agreement and such further modifications (if any) thereto as may be necessary to make the same consistent with the terms of this
Agreement the Principal Agreement shall remain in full force and effect and the security constituted by the Security Documents
executed by the Borrower and the other Security Parties shall continue and remain valid and enforceable.



 


		8.	Continuance and reconfirmation
of the Corporate Guarantees



 


	8.1	Each of the Corporate Guarantors hereby respectively confirms that, notwithstanding the variation
to the Principal Agreement contained herein, the provisions of each Corporate Guarantee executed by such Existing Corporate Guarantor
shall remain in full force and effect as guarantee of the obligations of the Borrower under the Principal Agreement as amended
hereby and in respect of all sums due to the Creditors under the Principal Agreement (as so amended) and the Security Documents.



 


		9.	Fees and expenses



 


	9.1	The Borrower agrees to pay to the Creditors upon demand on a full indemnity basis and from time
to time all reasonable and documented costs, charges and expenses




    	9



    	



    

(including legal fees)
incurred by the Creditors (or any of them) in connection with the negotiation, preparation, execution and enforcement or attempted
enforcement of this 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 New Security Documents and/or the other Security Documents.


 


	9.2	The Borrower and the Corporate Guarantors jointly and severally 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 Agreement and/or any document executed pursuant hereto.



 


	10.	Miscellaneous



 


	10.1	The provisions of Clause 15 (Assignment, Transfer and Lending Office) and 17.1 (Notices)
and 17.2 (Notices through the Agent) of the Principal Agreement (as such Clause is hereby amended) shall apply to
this Agreement as if the same were set out herein in full.



 


	10.2	No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999
by a person who is not party to this Agreement.



 


	11.	Applicable law and jurisdiction



 


	11.1	This letter shall be governed by and construed in accordance with English law and the provisions
of Clause 18 (Governing Law and Jurisdiction) of the Principal Agreement as hereby amended shall extend and apply
to this Agreement as if the same were (mutatis mutandis) set out herein in full.



 


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



    	10



    	



    




Schedule 1

The
Lenders and their Commitments


 


	 	 	Commitment



(US$)
	Name	Address and fax number	Term Loan

 Facility	Revolving

 Facility
	
         

        Commerzbank
        Aktiengesellschaft

        (as
        legal successor of Deutsche Schiffsbank Aktiengesellschaft)
	
 

        Lending Office

        Domstraße 18 , 20095,
        Hamburg, 

        Federal Republic of Germany

         

        Address for Notices

        Commerzbank
        Aktiengesellschaft

        Domstraße 18, 20095,
        Hamburg, 

        Federal Republic of Germany

        Fax
        No.: +49 40 37699 - 649 

        email: anke.struebing@schiffsbank.com

        Attn:
        International Loans

         
	
         

        210,000,000
	
         

        90,000,000

	
         

        UniCredit
        Bank AG (formerly Bayerische Hypo-Und Vereinsbank Aktiengesellschaft)
	
         

        Lending Office

        UniCredit Bank AG,

        7 Heraklitou Street, 106 73 Athens,
        Greece

         

        Address for Notices

        UniCredit Bank AG,

        7 Heraklitou Street, 106 73 Athens,
        Greece

        Fax No.: +30 210 3640063

        e-mail: 
        vassilis.mantzavinos@unicreditgroup.gr

        Attn: Mr. Vassilis Mantzavinos

         
	
         

        210,000,000
	
         

        90,000,000





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	 	 	Commitment



(US$)
	Name	Address and fax number	Term Loan

 Facility	Revolving

 Facility
	         
Credit Suisse AG	
         

        Lending Office

        St. Alban-Graben 1, CH-4002 Basel,
        Switzerland

        Fax No. : 41 61 266 79 39

        e-mail:lydia.lampadaridou@credit-suisse.com

         

        Address for Notices

        St. Alban-Graben 1, CH-4002
        Basel, Switzerland

        Fax No. : 41 61 266 79 39

        e-mail: meike.maettig@credit-suisse.com

        Attn: Ms. Meike Mättig

        e-mail:lydia.lampadaridou@credit-suisse.com

        Attn:Ms. Lydia Lampadaridou

         
	
         

        140,000,000
	
         

        60,000,000

	         
HSH Nordbank AG	
         

        Lending Office

        Gerhart-Hauptmann-Platz 50,
        20095 Hamburg,

        Federal Republic of Germany

         

        Address for Notices

        Gerhart-Hauptmann-Platz 50, 20095
        Hamburg,

        Federal Republic of Germany

        Fax
        No.: +49 40/3333 610895

        Attn:
        Mrs. Stefanie Berger

        e-mail:stefanie.berger@hsh-nordbank.com

         
	         
105,000,000	         
45,000,000




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	 	 	Commitment



(US$)
	Name	Address and fax number	Term Loan

 Facility	Revolving

 Facility
	BNP Paribas S.A. (as legal successor of Fortis Bank S.A./N.V.)	
        Lending Office

        16 rue de Hanovre, ACI: CAT02A1, 75078,
        Paris, Cedex 02, France,

         

        Address for Notices

        16 rue de Hanovre, ACI: CAT02A1, 75078,
        Paris, Cedex 02, France,

        Fax No.: +33 (0) 1 42 984 355

        e-mail: tgmo.shipping@bnpparibas.com

        Attn: Transportation Group Middle Office
	35,000,000	15,000,000
	 	Total Commitment	700,000,000	300,000,000







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EXECUTION PAGE


 


THE BORROWER


 


	SIGNED by	)	 	 
	Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	COSTAMARE INC.,	)	 	 
	as Borrower	)	/s/
    Anastassis Gavrielides 	 
	in the presence of:	)	Attorney-in-fact	 



 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


THE CREDITORS


 


	SIGNED by	)	 	 
	Mr. Aristeidis D. Vourdas	)	 	 
	for and on behalf of	)	 	 
	COMMERZBANK AKTIENGESELLSCHAFT,	)	 	 
	(as legal successor of	)	 	 
	Deutsche Schiffsbank Aktiengesellschaft),	)	 	 
	as joint Arranger, Security Agent, Swap Bank,	)	 	 
	Agent and Lender	)	/s/ Anastassis Gavrielides	 
	in the presence of:	)	Attorney-in-fact	 



 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 




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	SIGNED
    by	)	 	 
	Mrs. Anastasia Kerpinioti
    and Mr. Pericles Lycoudis	)	/s/ Anastasia Kerpinioti	 
	for and on behalf of	)	Attorney-in-fact	 
	UniCredit
    Bank AG	)	 	 
	(formerly
    Bayerische Hypo-Und	)	 	 
	Vereinsbank
    Aktiengesellschaft),	)	 	 
	as joint Arranger,	)	 	 
	Account Bank, Swap Bank
    and Lender	)	/s/ Pericles Lycoudis	 
	in the presence of:	)	Attorney-in-fact	 



 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 



 


	SIGNED by	)	 	 
	Mr. Aristeidis D. Vourdas	)	 	 
	for and on behalf of	)	 	 
	Credit Suisse AG,	)	 	 
	(formerly Credit Suisse),  as Lender	)	/s/ Aristeidis D. Vourdas	 
	in the presence of:	)	Authorised Officer	 



 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 



 


	SIGNED by	)	 	 
	Mr. Aristeidis D. Vourdas	)	 	 
	for and on behalf of	)	 	 
	BNP PARIBAS S.A.	)	 	 
	(as legal successor of Fortis Bank S.A./N.V.),	)	 	 
	as Lender	)	 	 
	in the presence of:	)	/s/ Aristeidis D. Vourdas	 
	 	)	Attorney-in-fact	 



 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 




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	SIGNED by	)	 	 
	Mr. Aristeidis D. Vourdas	)	 	 
	for and on behalf of	)	 	 
	HSH Nordbank AG,	)	 	 
	as Lender and Swap Bank	)	/s/ Aristeidis D. Vourdas	 
	in the presence of:	)	Attorney-in-fact 	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


 


THE EXISTING CORPORATE
GUARANTORS


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	ACHILLEAS MARITIME CORPORATION,	)	/s/ Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	ANGISTRI CORPORATION,	)	/s/ Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 




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	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	ALEXIA TRANSPORT CORP.,	)	/s/ Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	BULLOW INVESTMENTS INC.,	)	/s/ Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	CARAVOKYRA MARITIME CORPORATION,	)	/s/ Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	COSTACHILLE MARITIME CORPORATION,	)	/s/
Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 




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	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	FANAKOS MARITIME CORPORATION,	)	/s/ Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	FASTSAILING MARITIME CO.,	)	/s/
Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	FLOW SHIPPING CO.,	)	/s/ Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	KALAMATA SHIPPING CORPORATION,	)	/s/
Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 




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	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	MARATHOS SHIPPING INC.,	)	s/ Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	MARINA MARITIME CORPORATION,	)	/s/ Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	MERTEN SHIPPING CO.,	)	/s/
Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	MIKO SHIPPING CO.,	)	/s/
Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 




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	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	NAVARINO MARITIME CORPORATION,	)	/s/ Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	TAKOULIS MARITIME CORPORATION,	)	/s/ Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 


 


	SIGNED by Mr. Anastassis Gavrielides	)	 	 
	for and on behalf of	)	 	 
	WEST END SHIPPING CO. LTD.,	)	/s/ Anastassis Gavrielides	 
	of Liberia, in the presence of:	)	Attorney-in-fact	 


 


	Witness:	 	/s/ Efstratios Kalantzis	 
	Name:	Efstratios Kalantzis	 
	Address:	13 Defteras Merarchias Street	 
	 	185 35 Piraeus, Greece	 
	Occupation:	Attorney-at-Law	 




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SCHEDULE 2


 


List of Existing Corporate
Guarantors


 


Achilleas
Maritime Corporation


 


Angistri
Corporation


 


Alexia
Transport Corp.


 


Bullow
Investments Inc.


 


Caravokyra
Maritime Corporation


 


Costachille
Maritime Corporation


 


Fanakos
Maritime Corporation


 


Fastsailing
Maritime Co.


 


Flow
Shipping Co.


 


Kalamata
Shipping Corporation


 


Marathos
Shipping Inc.


 


Marina
Maritime Corporation


 


Merten
Shipping Co.


 


Miko
Shipping Co.


 


Navarino
Maritime Corporation


 


Takoulis
Maritime Corporation and


 


West
End Shipping Co. Ltd.



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