Exhibit 4.21


 


DATED 3 July 2013


 


 


 


QUENTIN SHIPPING CO.


UNDINE SHIPPING CO.


SANDER SHIPPING CO.


(as borrowers)


 


-and-


 


DNB Bank ASA

and others

(as Lenders)


 


- and -


 


DNB Bank ASA

(as Agent, Security Agent and Account Bank)


 


- and –


 


DNB Bank ASA

and others

(as Swap Providers)


 


 


 






 


FIRST SUPPLEMENTAL AGREEMENT TO A SECURED

LOAN
FACILITY AGREEMENT DATED 16 AUGUST 2011


 


 






 


 


 


 


 







    	 



    	



    


CONTENTS


 


	 	 	Page
	 	 	 
	1	Interpretation	2
	 	 	 
	2	Conditions	2
	 	 	 
	3	Representations and Warranties	4
	 	 	 
	4	Amendments to Loan Agreement	4
	 	 	 
	5	Confirmation and Undertaking	5
	 	 	 
	6	Miscellaneous	6
	 	 	 
	7	Notices, Law and Jurisdiction	6
	 	 	 
	Schedule 1	7
	 	The Lenders	7
	 	 	 
	Schedule 2	9
	 	The Swap Providers	9
	 	 	 
	Schedule 3	10
	 	Effective Date Confirmation	10




    	 



    	



    

SUPPLEMENTAL AGREEMENT


 


Dated: 3 July 2013


 


BETWEEN:


 


	(1)	QUENTIN SHIPPING CO., UNDINE SHIPPING CO. and SANDER SHIPPING CO., each a company incorporated according to the law of the Republic of Liberia, whose registered address is at 80 Broad Street, Monrovia, Liberia (together the “Borrowers” and each a “Borrower”) jointly and severally; and
	 	 
	(2)	the banks listed in Schedule 1, each acting through its office at the address indicated against its name in Schedule 1 (together the “Lenders” and each a “Lender”); and
	 	 
	(3)	DNB Bank ASA (formerly known as DnB NOR Bank ASA) acting as agent, security agent and account bank through its office at 20 St Dunstan’s Hill, London EC3R 8HY, England (in each such capacity respectively, the “Agent”, the “Security Agent” and the “Account Bank”); and
	 	 
	(4)	the banks listed in Schedule 2, each acting through its office at the address indicated against its name in Schedule 2 (together the “Swap Providers” and each a “Swap Provider”).


 


SUPPLEMENTAL TO a secured loan agreement
dated 16 August 2011 (the “Loan Agreement”) made between the Borrowers, the Lenders, the Agent, the Security
Agent, the Account Bank and the Swap Providers on the terms and subject to the conditions of which each of the Lenders agreed to
advance to the Borrowers on a joint and several basis its respective Commitment of an aggregate amount not exceeding two hundred
and twenty nine million two hundred thousand Dollars ($229,200,000) for the purpose of pre- and post-delivery financing or refinancing
part of the construction and acquisition cost of the Ships.


 


WHEREAS:


 


	(A)	The Borrowers have requested and the Creditors have agreed to (a) amend the repayment schedule dates contained in clause 4.1.1 of the Loan Agreement and (b) include V.ships Greece Ltd. in the definition of Manager contained in the Loan Agreement, as more particularly described in this Supplemental Agreement.
	 	 
	(B)	The outstanding balance of the Loan at the date of this Supplemental Agreement is one hundred and twenty two million two hundred and forty thousand Dollars ($122,240,000).




    	 



    	



    


IT IS AGREED THAT:


 


	1	Interpretation


 


	 	1.1	In this Supplemental Agreement “Effective Date”
    means the date on which the Agent confirms to the Borrowers in writing substantially in the form set out in Schedule 3 that
    all of the conditions referred to in Clause 2.1 have been satisfied, which confirmation the Agent shall be under no obligation to give if an Event of Default shall have occurred.
	 	 	 
	 	1.2	In this Supplemental Agreement “Creditors” means the Agent, the Security Agent, the Account Bank, the Swap Providers and the Lenders.
	 	 	 
	 	1.3	In this Supplemental Agreement “Security Parties” means the Borrowers and the Corporate Guarantor.
	 	 	 
	 	1.4	“Supplemental Agreement” means the agreement herein contained.
	 	 	 
	 	1.5	All words and expressions defined in the Loan Agreement shall have the same meaning when used in this Supplemental Agreement unless the context otherwise requires, and clauses 1.3 and 1.4 of the Loan Agreement shall apply to the interpretation of this Supplemental Agreement as if it were set out in full.
	 	 	 
	 	1.6	All obligations, representations, warranties, covenants and undertakings of the Borrowers under or pursuant to this Supplemental Agreement shall, unless otherwise expressly provided, be entered into, made or given by them jointly and severally.


 


	2	Conditions


 


	 	2.1	As conditions for the agreement of the Creditors to the requests specified in Recital (A) above and for the effectiveness of Clause 4, the Borrowers shall deliver or cause to be delivered to or to the order of the Agent the following documents and evidence:
	 	 	 	 
	 	 	2.1.1	a certificate from a duly authorised officer of each Security Party confirming that none of the documents delivered to the Agent pursuant to Schedule 3, Part 1, paragraph 1 and Schedule 3, Part 3, paragraph 2 of the Loan Agreement have been amended or modified in any way




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	 	 	 	since the date of their delivery to the Agent, or copies, certified by a duly authorised officer of the Security Party in question as true, complete, accurate and neither amended nor revoked, of any which have been amended or modified;


 


	 	 	2.1.2	a certificate of good standing in respect of each Security Party;
	 	 	 	 
	 	 	2.1.3	a deed of confirmation of the Corporate Guarantee dated 16 August 2011 granted by the Corporate Guarantor in favour of the Security Agent, such deed of confirmation to be granted by the Corporate Guarantor in favour of the Security Agent in such form and containing such terms as the Agent may require;
	 	 	 	 
	 	 	2.1.4	a copy of any other consent, licence, approval, authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Supplemental Agrement or for the validity and enforceability of this Supplemental Agreement; and
	 	 	 	 
	 	 	2.1.5	confirmation satisfactory to the Agent that the legal opinions required by the Agent will be given substantially in the forms required by the Agent.


 


	 	2.2	Conditions Subsequent  The Borrowers undertake to deliver or to cause to be delivered to the Agent within 15 days following the Effective Date, the legal opinions referred to in Clause 2.1.5, duly executed.


 


	 	2.3	All documents and evidence delivered to the Agent pursuant to this Clause shall:


 


	 	 	2.3.1	be in form and substance acceptable to the Agent;
	 	 	 	 
	 	 	2.3.2	be accompanied, if required by the Agent, by translations into the English language, certified in a manner acceptable to the Agent; and
	 	 	 	 
	 	 	2.3.3	if required by the Agent, be certified, notarised, legalised or attested in a manner acceptable to the Agent.




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		2.4	If the Lenders in their absolute discretion agree to allow the Effective Date to occur before all
of the documents and evidence required by Clause 2.1 have been delivered to or to the order of the Agent, the Borrowers undertake
to deliver all outstanding documents and evidence to or to the order of the Agent no later than the date specified by the Agent,
which however shall not be taken as a waiver of the Agent’s right to require production of all the documents and evidence
required by Clause 2.1.



 


	3	Representations
                                                                                                                and Warranties



 


Each of the representations and warranties
contained in clause 7 of the Loan Agreement shall be deemed repeated by each Borrower at the date of this Supplemental Agreement
and at the Effective Date, by reference to the facts and circumstances then pertaining, as if references to the Security Documents
included this Supplemental Agreement.


 


	4	Amendments
                                                                                                                to Loan Agreement



 


With effect from the Effective
Date:-


 


		4.1	the definition of “Ciel Management” contained in clause 1.2 of the Loan Agreement
shall be deleted;



 


		4.2	the definition of “Manager” contained in clause 1.2 of the Loan Agreement shall
be deleted and replaced with the following:



 


““Manager”
means, in relation to a Ship:


 


		(a)	any one (or more) of Costamare Shipping, V.Ships or Shanghai Costamare; and/or



 


		(b)	any other company which the Agent may (acting on the instructions of the Majority Banks) approve
from time to time as the manager of that Ship,



 


provided such person has executed a
Manager’s Undertaking in relation to that Ship in accordance with clause 8.1.18 and the Borrowers are in compliance with
such clause on or prior to its appointment, and “Managers” shall mean any or all of them;”;


 


		4.3	the definition of “Repayment Dates” contained in clause 1.2 of the Loan Agreement
shall be deleted and replaced with the following:





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““Repayment Dates”
means, subject to clause 6.3 and in respect of:


 


		(a)	the Quentin Tranche, 5 July 2013 and each of the dates falling at three (3) monthly intervals after
5 July 2013 up to and including the date falling eighty two (82) months after the Drawdown Date of the Delivery Advance for the
Quentin Ship; and



 


		(b)	the Sander Tranche and the Undine Tranche, the date falling three (3) months after the Drawdown
Date of the Delivery Advance for the Sander Ship and the Undine Ship respectively and each of the dates falling at three (3) monthly
intervals after such date up to and including the date falling eighty four (84) months after the Drawdown Date of the Delivery
Advance for the relevant Ship.”;



 


	 	4.4	the following definition is added in clause 1.2 of the Loan Agreement:



 


““V.Ships”
means V.Ships Greece Ltd., Par-La-Ville Place 14, Par-La-Ville Road, Hamilton HM 08, Bermuda and it includes its successors in
title;”; and


 


		4.5	reference in clause 8.1.18 of the Loan Agreement to Ciel Management shall be construed to refer
to V.Ships.



 


		All other terms and conditions of the Loan Agreement shall remain unaltered and in full force and effect.



 


	5	Confirmation
                                         and Undertaking



 


		5.1	Each of the Security Parties confirms that all of its respective obligations under or pursuant
to each of the Security Documents to which it is a party remain in full force and effect, despite the amendments to the Loan Agreement
made in this Supplemental Agreement, as if all references in any of the Security Documents to the Loan Agreement were references
to the Loan Agreement as amended and supplemented by this Supplemental Agreement.



 


		5.2	The definition of any term defined in any of the Security Documents shall, to the extent necessary,
be modified to reflect the amendments to the Loan Agreement made in or pursuant to this Supplemental Agreement.





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	6	Miscellaneous



 


This Supplemental Agreement may be
executed in any number of counterparts each of which shall be original but which shall together constitute the same instrument.


 


	7	Notices,
                                                                                           Law and Jurisdiction



 


The provisions of clauses 17 and
18 of the Loan Agreement shall apply to this Supplemental Agreement as if they were set out in full and as if references to the
Loan Agreement were references to this Supplemental Agreement and references to the Borrowers were references to the Security Parties.



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Schedule 1


 


The Lenders


 


	 	 
	DNB Bank ASA	Lending Office
	 	 
	 	20 St. Dunstan’s Hill
	 	London EC3R 8HY
	 	England
	 	 
	 	 
	 	Address for Notices
	 	 
	 	20 St. Dunstan’s Hill
	 	London EC3R 8HY
	 	England
	 	 
	 	Fax:        +44 207 626 5956
	 	Attn:      Shipping, Offshore and Logistics
	 	 
	 	 
	abn amro bank n.v.	Lending Office
	 	 
	 	Gustav Mahlerlaan 10
	 	1082 PP Amsterdam
	 	The Netherlands
	 	 
	 	Address for Notices
	 	 
	 	Merchant Banking Cred.Support/Spec.
	 	GL 0830, Coolsingel 93
	 	3012 AE  Rotterdam
	 	The Netherlands
	 	 
	 	Loan Administration
	 	 
	 	Fax: +31 (0) 401 6118  
	 	 
	 	Email: alper.sanliunal@nl.abnamro.com
	 	 
	 	Attn. : Alper Sanliunal
	 	 
	 	 
	 	Mid-Office
	 	 
	 	Fax : +31 (0) 401 5323
	 	 
	 	Email:martijn.m.van.den.berg@nl.abnamro.com
	 	 
	 	Attn :Martijn van den Berg
	 	 
	 	Email : tom.van.vonderen@nl.abnamro.com
	 	 
	 	Attn. : Tom van Vonderen
	 	 




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	bank
    of america

    n.a.	Lending Office
	 	555 California Street, Floor 4
	 	Mail Code CA5-705-04-01
	 	San Francisco, CA 94104
	 	USA
	 	 
	 	 
	 	Address for Notices
	 	 
	 	555 California Street, Floor 4
	 	Mail Code CA5-705-04-01
	 	San Francisco, CA 94104
	 	USA
	 	 	 
	 	Fax:	+1 415-765-7373
	 	 	+1 415-343-0535
	 	Email:	anita.l.garfagnoli@baml.com
	 	Attn:	Anita Garfagnoli
	 	 	 
	 	Fax:	+1 401-278-8075
	 	Email:	Alison.r.hook@baml.com
	 	Attn:	Alison Hook
	 	 	 
	 	Fax:	+1  617-310-2316
	 	Email:	rita.d.menezes@baml.com
	 	Attn:	Rita Menezes
	 	 	 
	 	 	 
	 	 	 
	ING BANK	Lending Office
	 	 
	 	60 London Wall
	 	London EC2M 5TQ
	 	England
	 	 
	 	Address for Notices
	 	 
	 	60 London Wall
	 	London EC2M 5TQ
	 	England
	 	 
	 	Fax: +44 (0) 20 7767 7252
	 	Attn: Rory Hussey / Olga Terentieva
	 	 




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Schedule 2


 


The Swap Providers


 


	 	 
	DNB Bank ASA	Swap Provider Office
	 	 
	 	20 St. Dunstan’s Hill
	 	London EC3R 8HY, England,
	 	or any other branch or office as set out in the relevant Master Swap Agreement
	 	 
	 	Address for Notices
	 	 
	 	to its address or fax number specified in paragraph (a) of Part 4 of the schedule to the relevant Master Swap Agreement,
	 	 
	abn
amro	Swap Provider office
	bank
    n.v.	 
	 	c/o Markets Documentation Unit 
	 	PAC: HQ7000
	 	Gustav Mahlerlaan 10
	 	1082 PP
	 	Amsterdam, The Netherlands 
	 	 
	 	Address for Notices
	 	 
	 	to its address or fax number specified in paragraph (a) of Part 4 of the schedule to the relevant Master Swap Agreement,
	 	 
	ING BANK	Swap Provider Office
	 	 
	 	Foppingadreef 7, P.O. Box 1800, 
	 	NL-1000 BV Amsterdam, The
	 	 Netherlands
	 	 
	 	Address for Notices
	 	 
	 	to its address or fax number specified in paragraph (a) of Part 4 of the schedule to the relevant Master Swap Agreement,
	 	 




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Schedule 3


 


Effective Date Confirmation


 


 


	To:	QUENTIN SHIPPING CO.
	 	UNDINE SHIPPING CO.
	 	SANDER SHIPPING CO.
	 	all of 80 Broad Street, Monrovia, Liberia



 


 


We, DNB Bank ASA (formerly known as
DnB NOR Bank ASA), refer to the supplemental agreement dated [          ]
2013 (the “Supplemental Agreement”) relating to a secured loan agreement dated 16 August 2011 (the “Loan
Agreement”) made between you as the Borrowers, the banks listed in it as (a) the Lenders and (b) the Swap Providers and
ourselves as the Agent, as the Account Holder and as the Security Agent in respect of a loan to you from the Lenders of up to US$229,200,000.


 


We hereby confirm that all conditions precedent
referred to in Clause 2.1 of the Supplemental Agreement have been satisfied. In accordance with Clauses 1.1 and 4 of the Supplemental
Agreement the Effective Date is the date of this confirmation and the amendments to the Loan Agreement are now effective.


 


 


Dated: [          ]
2013


 


 


	Signed:	 	 
	 	 	 
	 	 	 
	 	for and on behalf of	 
	 	 	 
	 	DNB Bank ASA	 




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IN WITNESS of which the parties to this
Supplemental Agreement have executed this Supplemental Agreement as a deed the day and year first before written.


 


	BORROWERS	 	 	 	 
	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	QUENTIN SHIPPING CO.	 	)	 	 
	acting by  Konstantinos Zacharatos	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Konstantinos Zacharatos	 
	in the presence of:	 	)	 	 
	 	 	 	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 
	 	 	 	 


 


	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	UNDINE SHIPPING CO.	 	)	 	 
	acting by Konstantinos Zacharatos	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Konstantinos Zacharatos	 
	in the presence of:	 	)	 	 
	 	 	 	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 
	 	 	 	 


 


	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	SANDER SHIPPING CO.	 	)	 	 
	acting by Konstantinos Zacharatos	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Konstantinos Zacharatos	 
	in the presence of:	 	)	 	 
	 	 	 	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 




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	CREDITORS	 	 	 	 
	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	DNB BANK ASA (as Agent)	 	)	 	 
	acting by Pinelopi Karamadouki	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Pinelopi Karamadouki	 
	in the presence of:	 	)	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 


 


	 	 	 	 	 
	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	DNB BANK ASA (as Security Agent)	 	)	 	 
	acting by Pinelopi Karamadouki	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Pinelopi Karamadouki	 
	in the presence of:	 	)	 	 
	 	 	 	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 


 


	 	 	 	 	 
	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	DNB BANK ASA (as Account Bank)	 	)	 	 
	acting by Pinelopi Karamadouki	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Pinelopi Karamadouki	 
	in the presence of:	 	)	 	 
	 	 	 	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 




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	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	DNB BANK ASA (as Lender)	 	)	 	 
	acting by Pinelopi Karamadouki	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Pinelopi Karamadouki	 
	in the presence of:	 	)	 	 
	 	 	 	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 


 


	 	 	 	 	 
	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	ABN AMRO BANK N.V. (as Lender)	 	)	/s/ K. H. Tieleman	 
	acting by	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ M. N. Hoogeveen	 
	in the presence of:	 	)	 	 
	 	 	 	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 


 


	 	 	 	 	 
	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	BANK OF AMERICA N.A. (as Lender)	 	)	 	 
	acting by	 	)	 	 
	and by	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Anita L. Garfagnoli	 
	in the presence of:	 	)	 	 
	 	 	 	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 




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	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	ING BANK (as Lender)	 	)	/s/ Olga Terentieva	 
	acting by	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Adam Byrne	 
	in the presence of:	 	)	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 


 


	 	 	 	 	 
	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	DNB BANK ASA (as Swap Provider)	 	)	 	 
	acting by Pinelopi Karamadouki	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Pinelopi Karamadouki	 
	in the presence of:	 	)	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 


 


	 	 	 	 	 
	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	ABN AMRO BANK N.V. (as Swap Provider)	 	)	/s/ K. H. Tieleman	 
	acting by	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ H. N. Hoogeveen	 
	in the presence of:	 	)	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 




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	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	ING BANK (as Swap Provider)	 	)	/s/ Olga Terentieva	 
	acting by	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Adam Byrne	 
	in the presence of:	 	)	 	 


 


	Witness signature:	 	 	 
	Name:	 	 	 
	Address:	 	 	 




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