Dated
28 September 2018


 


EIGHTHONE
CORP.


as
Borrower


 


and


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION


as
Facility Agent


 


DEFERRED
fee agreement


 




    	 



     


    

 





Index





 


	Clause	Page
	 	 	 
	1	Definitions
    and Interpretation	1
	2	Representations	3
	3	Calculation
    and Payment of Deferred Fee	3
	4	Assignment
    and Transfer	4
	5	Communications	5
	6	Miscellaneous	5
	7	Law
    And Jurisdiction	5


 


Execution


 


	Execution
    Page	6





 




    	 



     


    




 


THIS
AGREEMENT is made on 28 September 2018


 


PARTIES


 


	(1)	EIGHTHONE
    CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company
    Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as borrower (the “Borrower”)
	 	 
	(2)	WILMINGTON
    TRUST, NATIONAL ASSOCIATION, as agent for the other Finance Parties (the “Facility Agent”)


 


BACKGROUND


 


	(A)	By
    a facility agreement (the “Facility Agreement”) dated 27 September 2018, the Lenders have agreed to make
    available to the Borrower a senior secured term loan facility of US$24,000,000 to assist the Borrower in refinancing certain
    existing indebtedness secured on m.v. “ PYXIS EPSILON” (the “Ship”) and for general corporate
    purposes. 
	 	 
	(B)	In
    consideration of the Lenders agreeing to enter into the Facility Agreement and to make the said term loan available to the
    Borrower, the Borrower has agreed to pay the Deferred Fee to the Facility Agent for distribution to the Lenders in the manner
    and subject to the provisions set out below.





 


OPERATIVE
PROVISIONS


 


	1	Definitions
    and Interpretation
	 	 
	1.1	Incorporation
    of defined expressions
	 	 
	 	Words
    and expressions defined in clause 1.1 (Definitions) of the Facility Agreement shall, unless such words and expressions
    are given other meanings in this Agreement, have the same meanings when used in this Agreement.
	 	 
	1.2	Additional
    definitions
	 	 
	 	In
    this Agreement:
	 	 
	 	“Deferred
    Fee” means the deferred fee payable as calculated in accordance with Clause 3 (Calculation and Payment of Deferred
    Fee).
	 	 
	.
    	“Facility
    Agreement” means the facility agreement referred to in Recital (A).
	 	 
	 	“Fee
    Quarter End Date” means 31 March, 30 June, 30 September and 31 December in each calendar year.
	 	 
	 	“Payment
    Date” means the earliest of:



 










	 	(a)	in
    the case of a sale of the Ship, on the date on which the sale is completed by delivery of the Ship to the buyer;
	 	 	 
	 	(b)	in
    the case of a Total Loss, the earlier of:


 





	 	(i)	the
    date falling 180 days after the Total Loss Date; and 
	 	 	 
	 	(ii)	the
    date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss.











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	 	(c)	the
    date on which the Facility Agent (acting on the instructions of the Majority Lenders) takes any action as a result of the
    occurrence of an Event of Default which is continuing and a notice is served under Clause 25.21 (Acceleration); 
	 	 	 
	 	(d)	the
    Termination Date; and
	 	 	 
	 	(e)	the
    last day of the Security Period.


 


“Reference
Amount” means, on the applicable Payment Date, the amount by which:



 


	 	(a)	the
    aggregate of:


 


	 	(i)	the
    Ship Value on that date; and
	 	 	 
	 	(ii)	the
    accrued Dry Docking and Special Survey Reserves standing to the credit of the Earnings Account on that date; and
	 	 	 
	 	(iii)	the
    amount of the Excess Cash in relation to the part of the Cash Sweep Period commencing on the date after the Quarter End Date
    immediately preceding the applicable Payment Date and ending on that Payment Date


 


exceeds


 


	 	(b)	the
    outstanding amount of the Loan on that date; and
	 	 	 
	 	(c)	in
    the case of a Ship becoming Total Loss or any of the circumstances falling under paragraph (c) of the definition of Payment
    Date occur, the trade debt of the Vessel as on that Payment Date. 


 


“Ship
Value” means:


 


	 	(a)	in
    the case of a sale of the Ship, the sale price of the Ship as evidenced by the relevant memorandum of agreement in connection
    with such sale, less the aggregate amount of the commissions payable to any third party independent ship broker or ship brokers
    (as the case may be) in connection with such sale of the Ship (documentary evidence of such commissions to be provided to
    the Facility Agent); or 
	 	 	 
	 	(b)	in
    all other cases, the market value of the Ship on the applicable Payment Date determined in accordance with Clause 23.7 (Provision
    of valuations) of the Facility Agreement.


 


For
the avoidance of doubt, the Borrower will be liable for the costs of all the valuations (maximum three) of the Ship obtained pursuant
to paragraph (b).


 


	1.3	Construction
    and interpretation


 


Clause
1.2 (Construction) of the Facility Agreement applies, with any necessary modifications, to this Agreement.


 




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	2	Representations
	 	 
	2.1	General
	 	 
	 	The
    Borrower represents and warrants to the Facility Agent as follows.
	 	 
	2.2	Corporate
    power
	 	 
	 	The
    Borrower has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:
	 	 
	(a)	to
    execute this Agreement; and
	 	 
	(b)	to
    make all the payments contemplated by, and to comply with, this Agreement.
	 	 
	2.3	Consents
    in force
	 	 
	 	All
    the consents referred to in Clause 2.2 (Corporate power) remain in force and nothing has occurred which makes any of
    them liable to revocation.
	 	 
	2.4	Legal
    validity
	 	 
	 	This
    Agreement constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance
    with its terms subject to any relevant insolvency or other laws affecting creditors’ rights generally.
	 	 
	2.5	No
    conflicts
	 	 
	 	The
    execution by the Borrower of this Agreement and its compliance with this Agreement will not involve or lead to a contravention
    of:
	 	 
	(a)	any
    law or regulation; or
	 	 
	(b)	the
    constitutional documents of the Borrower; or
	 	 
	(c)	any
    contractual or other obligation or restriction which is binding on the Borrower or any of its respective assets.
	 	 
	2.6	No
    withholding taxes or set-off
	 	 
	 	All
    payments which the Borrower is liable to make under this Agreement shall be made without set-off, deduction or withholding
    for or on account of any tax payable under any law of any pertinent jurisdiction, other than a FATCA Deduction.
	 	 
	3	Calculation
    and Payment of Deferred Fee
	 	 
	3.1	Agreement
    to pay Deferred Fee
	 	 
	 	The
    Borrower undertakes that, subject to the provisions of Clause 3.3, it will pay, or procure to be paid, to the Facility Agent,
    for distribution to the Lenders pro rata to their participation in the outstanding Loan on the applicable Payment Date, the
    Deferred Fee on the applicable Payment Date in the amount provided for in the following provisions in this Clause 3 (Calculation
    and Payment of Deferred Fee).
	 	 
	3.2	Deferral
	 	 
	 	The
    Deferred Fee is in consideration of the Lenders agreeing to enter into the Facility Agreement and is a condition precedent
    to the obligations of the Lenders thereunder but the Lenders agree to defer the payment of the Deferred Fee in the manner
    set out below in this Clause 3 (Calculation and Payment of Deferred Fee).


 




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	3.3	Reduced
    amount
	 	 
	 	The
    amount of the Deferred Fee is 15 per cent. of the original principal amount of the Loan borrowed under the Facility Agreement
    but the Lenders have agreed to accept a lesser amount based on the calculations set out below in this Clause 3 (Calculation
    and Payment of Deferred Fee).
	 	 
	3.4	Deferred
    Fee
	 	 
	 	The
    Borrower shall pay to the Facility Agent on the applicable Payment Date the Deferred Fee in an amount calculated as being
    the lesser of:
	 	 
	(a)	15
    per cent. of the amount of the Loan borrowed under the Facility Agreement; and 
	 	 
	(b)	15
    per cent. of the Reference Amount less the aggregate of any amounts previously paid by the Borrower as Prepayment Fees pursuant
    to the terms of the Facility Agreement during the Security Period. 
	 	 
	3.5	Deferred
    Fee and Prepayment Fee
	 	 
	 	In
    the event that at any time during the Security Period both the Prepayment Fee payable pursuant to clause 10.3 (Prepayment
    Fee) of the Facility Agreement and the Deferred Fee become simultaneously payable, the Borrower shall only be obliged
    to pay the higher of (i) the Prepayment Fee and the (ii) the Deferred Fee.
	 	 
	3.6	Payment
    and calculations
	 	 
	(a)	All
    payments to be made by the Borrower to the Facility Agent under this Agreement shall be made to the Facility Agent by not
    later than 11:00 a.m. (New York time) on the Payment Date in same day Dollar funds settled in such manner as the Facility
    Agent shall specify as being customary at the time for settlement of international transactions of the type contemplated by
    this Agreement to the account that the Facility Agent shall from time to time notify the Borrower.
	 	 
	(b)	Any
    determination of the Deferred Fee that has been made by the Facility Agent (acting on the instructions of the Majority Lenders)
    in accordance with the provisions of this Agreement shall, in the absence of manifest error, be conclusive evidence of the
    amount of the Deferred Fee.
	 	 
	3.7	No
    limitation of liability
	 	 
	 	The
    liabilities of the Borrower under this Agreement are in addition to, and strictly without prejudice to, any of its liabilities
    to the Finance Parties under the Facility Agreement.
	 	 
	4	Assignment
    and Transfer
	 	 
	4.1	Facility
    Agent - successors and assigns
	 	 
	 	This
    Agreement shall be binding upon, and enure to the benefit of, the Facility Agent and its successors and permitted transferees
    and assignees.
	 	 
	4.2	No
    transfer by Borrower
	 	 
	 	The
    Borrower shall not be entitled to assign or transfer any of its rights or obligations under this Agreement.



 



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	5	Communications
	 	 
	5.1	Notices
	 	 
	 	The
    provisions of clause 35 (Notices) of the Facility Agreement shall apply, with any necessary modifications, in relation
    to any notice or demand given or made or to be given or made hereunder as if the same were set out in this Agreement.
	 	 
	6	Miscellaneous
	 	 
	6.1	Severability
	 	 
	 	In
    case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect
    under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
    thereby.
	 	 
	6.2	Not
    a partnership
	 	 
	(a)	This
    Agreement does not, and shall not be deemed to, in any way create a partnership between the Finance Parties or any of them
    and the Borrower.
	 	 
	(b)	For
    the avoidance of any doubt, no Finance Party shall share in any losses the Borrower suffers in relation to any actions taken
    by them in respect of the Ship or the operation of the Ship.
	 	 
	6.3	Finance
    Document
	 	 
	 	This
    Agreement constitutes a Finance Document under the Facility Agreement.
	 	 
	7	Law
    And Jurisdiction
	 	 
	7.1	Law
    and jurisdiction
	 	 
	 	This
    Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law. The
    provisions of clause 45 (Enforcement) of the Facility Agreement shall apply, with any necessary modifications, to this
    Agreement as if the same were set out in this Agreement.


 


This
Agreement has been entered into on the date stated at the beginning of this Agreement.


 




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Execution
Page





 


	BORROWER	 
	 	 
	SIGNED
    by	)
	Konstantinos
    Lytras	)
    /s/ Konstantinos Lytras
	duly
    authorised	)
	for
    and on behalf of	)
	EIGHTHONE
    CORP.	)
	in
    the presence of:	)
	 	 
	Witness’
    signature:	)
    /s/ Vassiliki Georgopoulos
	Witness’
    name:	)
    Vassiliki Georgopoulos
	Witness’
    address:	)
    Solicitor
	 	 Watson
    Farley & Williams
	 	 348
    Syngrou Avenue
	 	 176
    74 Kallithea
	 	 Athens
    - Greece
	 	 
	FACILITY
    AGENT	 
	 	 
	SIGNED
    by	)
	Joshua
    G. James	)
    /s/ Joshua G. James
	duly
    authorised 	)
    Vice President
	for
    and on behalf of	) 
	WILMINGTON
    TRUST, 	) 
	NATIONAL
    ASSOCIATION	) 
	as
    Facility Agent	) 
	in
    the presence of:	)
	 	 
	Witness’
    signature:	)
    /s/ Dorothy Hovey
	Witness’
    name:	)
    Dorothy Hovey
	Witness’
    address:	)
    50 S 6th st
	 	  Minneapolis,
    MN 55402









 






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