EX-4.21





 Exhibit 4.21 

Dated 24 October 2018 

LEONIDAS MARINE LLC 
 as
Borrower 
 and 
 POSEIDON
CONTAINERS HOLDINGS LLC 
 as Guarantor 

and 
 THE FINANCIAL
INSTITUTIONS LISTED IN SCHEDULE 1 
 as Lenders 

and 
 WILMINGTON TRUST,
NATIONAL ASSOCIATION 
 as Facility Agent and Security Agent 

FIRST SUPPLEMENTAL AGREEMENT 

relating to 
 a facility agreement
dated 11 August 2017 
 in respect of a loan facility of US$19,500,000 

to refinance certain existing indebtedness secured on 

m.v. “AGIOS DIMITRIOS” 

WATSON FARLEY 
 &

 WILLIAMS 












 Index 
  

							
	Clause	  	 	  	Page	 
			
	 1
	  	 Interpretation
	  	 	2	 
	 2
	  	 Agreement of the Finance Parties
	  	 	3	 
	 3
	  	 Conditions Precedent and Conditions Subsequent
	  	 	3	 
	 4
	  	 Representations and Warranties
	  	 	4	 
	 5
	  	 Amendment of Facility Agreement and other Finance Documents
	  	 	4	 
	 6
	  	 Further Assurances
	  	 	11	 
	 7
	  	 Expenses
	  	 	12	 
	 8
	  	 Notices
	  	 	12	 
	 9
	  	Supplemental	  	 	12	 
	 10
	  	Law and Jurisdiction	  	 	13	 

  

							
	Schedules	  			
			
	 Schedule 1
	  	 Lenders
	  	 	14	 
	 Schedule 2
	  	 Conditions Precedent Documents
	  	 	15	 
	 Schedule 3
	  	 Conditions Subsequent Documents
	  	 	16	 
	 Schedule 4
	  	Form of Effective Date Notice	  	 	17	 
			
	Execution	  		  			
		
	 Execution Pages
	  	 	18	 













 THIS FIRST SUPPLEMENTAL AGREEMENT is made on 24 October 2018 

PARTIES 
  

	(1)	 LEONIDAS MARINE LLC, a limited liability company formed in the Marshall Islands whose registered office
is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Borrower”); 


  

	(2)	 POSEIDON CONTAINERS HOLDINGS LLC, a limited liability company formed in the Marshall Islands whose
registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Guarantor”); 


  

	(3)	 THE FINANCIAL INSTITUTIONS listed in Schedule 1, as lenders (the “Lenders”);



  

	(4)	 WILMINGTON TRUST, NATIONAL ASSOCIATION, as agent of the other Finance Parties (the “Facility
Agent”); and 


  

	(5)	 WILMINGTON TRUST, NATIONAL ASSOCIATION, as security agent of the Secured Parties (the “Security
Agent”). 


 BACKGROUND 
  

	(A)	 By a facility agreement dated 11 August 2017 (the “Facility Agreement”) and made between
(i) the Borrower, (ii) the Guarantor, (iii) the Lenders, (iv) the Facility Agent and (v) the Security Agent, the Lenders have made available to the Borrower a loan facility of US$19,500,000. 



 

	(B)	 The Borrower and the Guarantor have requested that the Finance Parties consent and agree to:



  

	 	(i)	 the reverse triangular merger involving the Guarantor and the New Holding Company, as a result of which
(a) the Guarantor would be the surviving entity and an indirect, wholly-owned subsidiary of the New Holding Company and (b) the Shareholders would receive shares of the New Holding Company; 



 

	 	(ii)	 the shares and voting rights attaching to the shares in respect of the New Holding Company being in turn
legally and beneficially owned by, amongst others, the Shareholders and the New Shareholders; 


  

	 	(iii)	 the change in the ultimate beneficial ownership of the equity interests in the Borrower and the Guarantor;



  

	 	(iv)	 the cessation of Mr George Giouroukos from his position as Chief Executive Officer of the Guarantor; and



  

	 	(v)	 the termination of the existing Management Agreements and their replacement by new Management Agreements to be
entered into between the Borrower or the Guarantor (as may be the case) and each Approved Manager on substantially similar terms to the existing Management Agreements. 



together, the “Request”. 
  

	(C)	 This First Supplemental Agreement sets out the terms and conditions on which the Finance Parties agree to the
Request and the consequential amendments of the Facility Agreement and the other Finance Documents in connection with the Request. 














 OPERATIVE PROVISIONS 
  

	1	 INTERPRETATION 



 

	1.1	 Defined expressions 



Words and expressions defined in the Facility Agreement shall have the same meanings when used in this First Supplemental Agreement unless the
context otherwise requires. 
  

	1.2	 Definitions 



In this First Supplemental Agreement, unless the contrary intention appears: 

“Effective Date” means the date on which the Facility Agent (acting on the instructions of the Majority Lenders following
receipt of a corresponding notification in writing from the Majority Lenders) notifies the Borrower in writing in the form set out in Schedule 4 that all the conditions precedent in Schedule 2 have been satisfied, which confirmation the Facility
Agent shall be under no obligation to give if an Event of Default shall have occurred or if the Majority Lenders have not instructed the Facility Agent to give such notification. 

“Merger” means a reverse triangular merger involving the Guarantor and the New Holding Company, as a result of which
(a) the Guarantor would be the surviving entity and an indirect, wholly-owned subsidiary of the New Holding Company and (b) the Shareholders would receive shares of the New Holding Company. 

“Merger Documents” means the ancillary agreements entered into by the Shareholders and the New Shareholders in connection with
the definitive agreement in respect of the Merger. 
 “New Holding Company” means the corporation under the name Global Ship
Lease Inc. (as may be renamed following the Merger), incorporated in the Republic of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands MH96960 and whose
shares are publically listed on the New York Stock Exchange. 
 “New Shareholder” means each of: 

 

	 	(a)	 Mr Michael Gross (either directly or indirectly through one or more Subsidiaries); and 



 

	 	(b)	 CMA CGM S.A., a company incorporated in France. 



“Relevant Shareholding” means, in respect of the New Holding Company, the percentage of ownership of shares and voting power
being held by each of the Shareholders and the New Shareholders, as such percentage shall be set out in the Merger Documents and disclosed in writing to the Facility Agent on the date of the Merger. 

 

	1.3	 Application of construction and interpretation provisions of Facility Agreement 



Clauses 1.2 through 1.5 of the Facility Agreement apply, with any necessary modifications, to this First Supplemental Agreement. 

  
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	2	 AGREEMENT OF THE FINANCE PARTIES 



 

	2.1	 Agreement of the Lenders 



The Lenders and the Facility Agent consent and agree, subject to and upon the terms and conditions of this First Supplemental Agreement, to the
Request and all actions taken in connection therewith. 
  

	2.2	 Agreement of the Finance Parties 



The Finance Parties agree, subject to and upon the terms and conditions of this First Supplemental Agreement, to the consequential amendments
of the Facility Agreement and the other Finance Documents in connection with the matters referred to in Clause 2.1. 
  

	2.3	 Effective Date 



The Agreement of the Finance Parties contained in Clause 2.1 (Agreement of the Lenders) 2.2 (Agreement of the Finance Parties)
shall have effect on and from the Effective Date. 
  

	2.4	 Void First Supplemental Agreement 



If for any reason whatsoever (including, but not limited to, the Merger not having taken place), the Borrower fails to fulfil the conditions
subsequent in Clause 3.3 by 31 December 2018 (or such later date as may be agreed by the Facility Agent, acting on the instructions of the Majority Lenders), this First Supplemental Agreement shall be rendered void ab initio. 

 

	3	 CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT 



 

	3.1	 General 



The agreement of the Finance Parties contained in Clauses 2.1 and 2.2 is subject to the fulfilment of the conditions precedent in Clause 3.2.

  

	3.2	 Conditions precedent 



The conditions referred to in Clause 3.1 are that the Facility Agent shall have received the documents and evidence referred to in Schedule 2
in all respects in form and substance satisfactory to the Majority Lenders and their lawyers (being Watson Farley & Williams). Upon receipt of the documents and evidence referred to above, the Majority Lenders shall notify the Facility
Agent if the relevant conditions precedent have been satisfied and instruct the Facility Agent to notify the Borrower confirming such satisfaction. Upon receipt of the aforementioned notification from the Majority Lenders, the Facility Agent shall
promptly deliver to the Borrower a written confirmation in the form set out in Schedule 4. 
  

	3.3	 Conditions Subsequent 



The Borrower further undertakes to provide the Facility Agent with the documents and evidence referred to in Schedule 3 in all respects in form
and substance satisfactory to the Majority Lenders and their lawyers (being Watson Farley & Williams) on the date falling three (3) Business Days following the date of the Merger (or such later date as may be agreed between the
Borrower and the Majority Lenders). 

  
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	3.4	 Deferral of conditions precedent 



If the Facility Agent (acting on the instructions of the Majority Lenders in their discretion), issues a confirmation in the form set out in
Schedule 4 before certain of the conditions referred to in Clause 3.2 are provided, the Borrower shall ensure that those conditions are satisfied within 5 Business Days after the Effective Date. 

 

	4	 REPRESENTATIONS AND WARRANTIES 



 

	4.1	 Repetition of Facility Agreement representations and warranties 



The Borrower and the Guarantor represent and warrant to the Facility Agent (for the benefit of the Finance Parties) that the representations
and warranties in clause 18 (Representations) of the Facility Agreement, as amended by the transactions contemplated in the Request and as amended by this First Supplemental Agreement and updated with appropriate modifications to refer to
this First Supplemental Agreement and, where appropriate, each other Finance Document which is being amended by this First Supplemental Agreement and the transactions contemplated in the Request, remain true and not misleading if repeated on the
date of this First Supplemental Agreement with reference to the circumstances now existing. 
  

	4.2	 Repetition of Finance Document representations and warranties 



The Borrower, the Guarantor and each of the other Transaction Obligors represent and warrant to the Facility Agent (for the benefit of the
Finance Parties) that the representations and warranties in the Finance Documents (other than the Facility Agreement) to which each is a party, as amended by the transactions contemplated in the Request and as amended and supplemented by this First
Supplemental Agreement and updated with appropriate modifications to refer to this First Supplemental Agreement and the transactions contemplated in the Request, remain true and not misleading if repeated on the date of this First Supplemental
Agreement with reference to the circumstances now existing. 
  

	5	 AMENDMENT OF FACILITY AGREEMENT AND OTHER FINANCE DOCUMENTS 



 

	5.1	 Amendments to Facility Agreement 



With effect on and from (and subject to the occurrence of) the Effective Date, the Facility Agreement shall be, and shall be deemed by this
First Supplemental Agreement to be, amended as follows: 
  

	(a)	 by adding the following definitions in clause 1.1 (Definitions) thereof as follows in the requisite
alphabetical order: 


 “Effective Date” means the date on which the Facility Agent (acting on the
instructions of the Majority Lenders following receipt of a corresponding notification in writing from the Majority Lenders) notifies the Borrower in writing in the form set out in schedule 4 to the First Supplemental Agreement that all the
conditions precedent in schedule 2 to the First Supplemental Agreement have been satisfied, which confirmation the Facility Agent shall be under no obligation to give if an Event of Default shall have occurred or if the Majority Lenders have not
instructed the Facility Agent to give such notification. 
 “First Supplemental Agreement” means the supplemental agreement
dated 24 October 2018 and made between (inter alios) (i) the Borrower, (ii) the Guarantor, (iii) the Lenders, (iv) the Facility Agent and (v) the Security Agent, setting out the terms and conditions pursuant to which
this Agreement is amended and supplemented. 

  
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 “Merger” means a reverse triangular merger involving the Guarantor and the
New Holding Company, as a result of which (i) the Guarantor would be the surviving entity and an indirect, wholly-owned subsidiary of the New Holding Company and (ii) the Shareholders would receive shares of the New Holding Company. 

“Merger Documents” means the ancillary agreements entered into by the Shareholders and the New Shareholders in connection with
the definitive agreement in respect of the Merger. 
 “New Holding Company” means the corporation under the name Global Ship
Lease Inc. (as may be renamed following the Merger), a corporation incorporated in the Republic of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands
MH96960 and whose shares are publically listed on the New York Stock Exchange. 
 “New Shareholder” means each of: 

 

	 	(a)	 Mr Michael Gross (either directly or indirectly through one or more Subsidiaries); and 



 

	 	(b)	 CMA CGM S.A., a company incorporated in France. 



“Relevant Shareholding” means, in respect of the New Holding Company, the percentage of ownership of shares and voting power
being held by each of the Shareholders and the New Shareholders, as such percentage shall be set out in the Merger Documents and disclosed in writing to the Facility Agent as of the date of the Merger.; 

 

	(b)	 by deleting the definitions of “ABN Facility Agreement”, “Existing ABN Amro Facility
Agreement”, “Existing Group Facility Agreement”, “Existing Fleet Vessel”, “Refinancing Date” and “Termination Event” in clause 1.1 thereof and all references thereto
(including clause 21.26 thereof) in their entirety; 


  

	(c)	 by deleting the definition of “Commercial Management Agreement” in clause 1.1 thereof and
replacing it with the following: 


 “Commercial Management Agreement” means the agreement entered or to be
entered into between the Guarantor and the Approved Commercial Manager regarding the commercial management of, amongst other vessels, the Ship.; 
  

	(d)	 by deleting the definition “Group Facility Agreement” in clause 1.1 thereof and replacing it
with the following: 


 “Group Facility Agreement” means: 

 

	 	(a)	 the facility agreement dated 11 August 2017 entered into by, inter alia, Credit Agricole Corporate and
Investment Bank (as Lender) and Hector Marine LLC, Hephaestus Marine LLC and Pericles Marine LLC (as joint and several borrowers), as may be amended, supplemented, novated and/or replaced from time to time; 



 

	 	(b)	 the facility agreement dated 11 August 2017 entered into by, inter alia, ABN AMRO Bank N.V. (as Agent,
Arranger, Swap Bank and Security Trustee) and Zeus One Marine LLC, Ikaros Marine LLC, Tasman Marine LLC, Hudson Marine LLC and Drake Marine LLC 



  
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(as joint and several borrowers) as amended and restated by an Amending and Restating Deed on 9 October 2018 and as may be amended, supplemented, novated and/or replaced from time to time;


  

	 	(c)	 the facility agreement dated 18 July 2017 entered into by, DVB Bank SE, Amsterdam Branch (as Facility
Agent, Security Agent and Arranger) and Athena Marine LLC, Aphrodite Marine LLC, Aris Marine LLC and Alexander Marine LLC as borrowers, as may be amended, supplemented, novated and/or replaced from time to time; and 



 

	 	(d)	 the facility agreement dated 9 October 2018 entered into by, inter alia, Amsterdam Trade Bank N.V. (as
Agent and Security Agent) and THD Maritime Co. Limited as Borrower, as may be amended, supplemented, novated and/or replaced from time to time.”; 


  

	(e)	 by deleting the definition of “Technical Management Agreement” in clause 1.1 thereof and
replacing it with the following: 


 “Technical Management Agreement” means the agreement entered or to be
entered into between the Borrower and the Approved Technical Manager regarding the technical management of the Ship.; 
  

	(f)	 by deleting in its entirety the definition of “LLC Shares” in clause 1.1 (Definitions)
thereof and replacing it with the following new definition: 


 “LLC Shares” in respect of the Borrower
shall have the meaning ascribed thereto in the Borrower’s limited liability company agreement and, in respect of the Guarantor, shall have the meaning ascribed to the term “Unit” in the Guarantor’s limited liability company
agreement, as amended.; 
  

	(g)	 by deleting in its entirety clause 7.2 (Change of Control) thereof and replacing it with the following
new clause: 


  

	 	“7.2	 Change of Control 



 

	 	(a)	 If a Change of Control occurs, the Borrower and the Guarantor shall promptly notify the Facility Agent upon
becoming aware of that event, and the Facility Agent shall (acting on the instructions of the Majority Lenders), if the Majority Lenders so require, by not less than 15 days’ notice to the Borrower, cancel the Facility and declare the Loan,
together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and the Loan and all such outstanding interest and other amounts will become immediately
due and payable. 


  

	 	(b)	 In the event that such Change of Control occurs and no mandatory prepayment is required under paragraph
(a) of this Clause 7.2, then the Transaction Obligors shall enter into, and provide, such documentation as may be required by the Facility Agent (acting with the authorisation of the Lenders, acting reasonably) in order to amend this Agreement
and the other Finance Documents, in light of such Change of Control. 


 For the purposes of this Clause 7.2 (Change of
Control), a “Change of Control” occurs if: 

  
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	 	(A)	 any of the Shareholders and/or the New Shareholders cease to own (either directly or indirectly through one or
more Subsidiaries) any part of its respective Relevant Shareholding in the New Holding Company during the six-month period following the Merger; or 



 

	 	(B)	 Mr George Giouroukos ceases to be the Executive Chairman (or such equivalent position as may be disclosed to
the Facility Agent) of the New Holding Company, other than by reason of death or other incapacity in managing his affairs; or 


  

	 	(C)	 a Delisting occurs. 



For the purposes of this Clause 7.2 (Change of Control): 

“Delisting” means if (a) the shares of the New Holding Company cease to be publically listed on the New York Stock
Exchange and (b) in the opinion of the Lenders (acting reasonably), the average charter rate of hire in respect of the Ship is not sufficient to cover Six Months’ Debt Service. 

“Operating Expenses” mean, in relation to the Ship, the appropriately and properly incurred costs and expenses of operating
the Ship including expenses for crewing, victualling, insuring, maintenance, spares, management, operation and voyage (if payable by the Borrower) of the Ship. 

“Six Months’ Debt Service” means, in respect of the six month period commencing on the date of the Delisting and ending
six months thereafter, the aggregate amount of (a) the Operating Expenses in respect of the Ships and (b) any sums to be incurred by the Borrower in respect of the payment of principal of, and accrued interest on, the Loan and any accrued
costs and expenses pursuant to this Agreement, during such six month period.”; 
  

	(h)	 by deleting clause 18.3 (LLC Shares and ownership) thereof in its entirety and replacing it with the
following new clause: 


  

	 	“18.3	 LLC Shares and ownership 



 

	 	(a)	 In the case of the Borrower, its limited liability company interest is unitized into a maximum of 500 LLC
Shares, all of which have been issued to the Guarantor. 


  

	 	(b)	 In the case of the Guarantor, its limited liability company interest is unitized and no limitation on the
number of units is established within its limited liability company agreement, all of which are indirectly legally and beneficially owned by the New Holding Company. 



 

	 	(c)	 The legal title to and direct beneficial interest in all of the limited liability company interests in the
Borrower is held free of any Security other than Permitted Security or any other claim by the Guarantor. 


  

	 	(d)	 None of the LLC Shares in the Borrower is subject to any option to purchase, preemption rights or similar
rights.”; 


  

	(i)	 by deleting clause 18.30 (Centre of main interests and establishments) thereof in its entirety and
replacing it with the following new clause: 



  
 7 














	 	“18.30	 Centre of main interests and establishments 



For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (the
“Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in Greece (or, in the case of the Guarantor, Greece or the United States of America as notified by the
Guarantor to the Facility Agent on the Effective Date) and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.”; 

 

	(j)	 by deleting clause 18.31 (Place of business) thereof in its entirety and replacing it with the following
new clause: 


  

	 	“18.31	 Place of business 



No Transaction Obligor has a place of business in any country other than Greece or, in respect of the Guarantor, Greece or the United States
of America as notified by the Guarantor to the Facility Agent on the Effective Date.”; 
  

	(k)	 by deleting sub-paragraph (a)(ii) in clause 19.2 (Financial
statements) thereof and all references to the requirement for consolidated financial statements of the Guarantor; 


  

	(l)	 by including an additional sub-clause in clause 19.2 (Financial
statements) thereof that shall be read and construed as follows: 


  

	 	“(d)	 The Borrower and the Guarantor shall supply to the Facility Agent in sufficient copies for all the Lenders, as
soon as they become available, but in any event within 90 days after the end of each of the respective financial years of the New Holding Company, publically available annual financial statements of the New Holding Company prepared in accordance
with NYSE rules (as shown and available in the website of the New Holding Company).”; 


  

	(m)	 by including the words “or GAAP” next to each reference to “IFRS” in clause 20.2
(Guarantor’s financial covenants) thereof; 


  

	(n)	 by deleting in its entirety clause 21.14 thereof and replacing it with the following new clause:



  

	 	“21.14	 Merger 



No Obligor shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction (save for the Merger), without the
prior consultations and written consent from the Facility Agent (acting on the instructions of all Lenders) Provided that prior consent of the Facility Agent is not required in the case of a merger, amalgamation, demerger, consolidation or
corporate reconstruction of the New Holding Company where the New Holding Company remains the surviving entity of that merger and so long as (i) no Event of Default has occurred and is continuing at any relevant time, (ii) such merger,
amalgamation, demerger, consolidation or corporate reconstruction has no Material Adverse Effect on the business assets, operations, property or financial condition of the New Holding Company and (iii) either (A) at the time of entry into
definitive documentation with respect to such transaction, the ratio of the principal amount of the Total Debt of the Person being acquired by, or being merged, consolidated or amalgamated into, the New Holding Company to the Fair Market Value of
such Person does not exceed 80% or (B) the ratio of the principal amount of the Total Debt relative to the Adjusted EBITDA of the New Holding Company on a pro forma basis will be no greater than the ratio of the New Holding Company was prior to
such transaction. 

  
 8 













 For the purposes of this clause only, the following definitions shall apply: 

Adjusted EBITDA means, with respect to any specified Person, the net income (loss) before interest income and expense including
amortization of deferred financing costs, realized and unrealized gain (loss) on interest rate derivatives, earnings allocated to preferred shares, income taxes, depreciation, amortization and impairment charges of such Person on a consolidated
basis for the most recently ended four-quarter period for which internal financial statements are available immediately preceding the calculation date or as otherwise specified. 

Approved Valuer means any of Clarksons, Maersk Broker, Howe Robinson, Fearnleys, Braemar ACM, Barry Rogliano Sales (BRS), Simpson
Spence Young, E.A.Gibson. 
 Fair Market Value means, with respect to any asset or property, the value that would be paid in cash by
a willing buyer to an unaffiliated willing seller on the basis of a sale for prompt delivery in an arm’s length transaction not involving distress or necessity of either party, as determined in good faith by the Obligors, provided that in
respect of a vessel, such Fair Market Value shall be determined in dollars, as the arithmetic mean of independent valuations of such vessel on an “as is where is” basis, including any charters or other contracts for employment, obtained by
the Obligors from two Approved Valuers. 
 Person means any natural person, corporation, limited partnership, general partnership,
limited liability company, limited liability partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity, whether legal or not.

 Total Debt means, with respect to any Person, the total amount of indebtedness of such Person on a consolidated basis as of the
end of the most recently ended fiscal quarter for which internal financial statements are available immediately preceding the calculation date.”; 
  

	(o)	 by deleting in its entirety paragraph (c) of clause 23.15 (Restrictions on chartering, appointment of
managers etc.) thereof and replacing it with the following new paragraph: 


  

	 	“(c)	 amend, supplement or terminate a Management Agreement, save for the termination of the current Management
Agreements and the entering into new Management Agreements in connection with the Merger;”; 


  

	(p)	 by deleting in its entirety clause 26.10 (Ownership of the Borrower and the Guarantor) thereof and
replacing it with the following new clause: 


  

	 	“26.10	 Ownership of the Borrower and the Guarantor/Guarantees by New Holding Company 



 

	 	(a)	 The Guarantor ceases, without the prior written consent of the Majority Lenders, to hold the direct legal and
beneficial ownership and control of all of the limited liability company interests in the Borrower (and the voting rights attaching to those limited liability company interests). 



  
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	 	(b)	 The New Holding Company ceases, without the prior written consent of the Majority Lenders, to hold the direct
or indirect legal and beneficial ownership and control of all of the limited liability company interests in the Guarantor (and the voting rights attaching to those limited liability company interests). 



 

	 	(c)	 The New Holding Company guarantees the obligations of any member of the Group (other than the Borrower) under
any Group Facility Agreement (the “Initial Guarantee(s)”) and: 


  

	 	(A)	 the Guarantor fails to notify the Facility Agent of its intention to enter into such Initial Guarantee(s) and
of its/their terms within 7 days prior to the date of such Initial Guarantee(s); or 


  

	 	(B)	 the New Holding Company fails to execute in favour of the Security Agent a guarantee as security of the
obligations of the Borrower under this Agreement on similar terms as the Initial Guarantee(s), within 20 days (or such later date as may be reasonably required for the negotiation and preparation of the relevant guarantee documentation) from the
Facility Agent’s request (together with any other documentation that may be required by the Lenders including, without limitation, any amendment documentation in respect of this Agreement and any other documents that may be reasonably required
by the Lenders).”; 


  

	(q)	 by construing the definition of, and references throughout the Facility Agreement to, each Finance Document as
if the same referred to that Finance Document as amended and supplemented by this First Supplemental Agreement; and 


  

	(r)	 by construing references throughout the Facility Agreement to “this Agreement”, “hereunder”
and other like expressions as if the same referred to the Facility Agreement as amended and supplemented by this First Supplemental Agreement. 


  

	5.2	 Amendments to Finance Documents 



With effect on and from (and subject to the occurrence of) the Effective Date, each of the Finance Documents (other than the Facility
Agreement) shall be, and shall be deemed by this First Supplemental Agreement to be, amended as follows: 
  

	(a)	 by construing the definition of, and references throughout each of the Finance Documents to, the Facility
Agreement and any of the other Finance Documents as if the same referred to the Facility Agreement and those Finance Documents as amended by this First Supplemental Agreement; and 



 

	(b)	 by construing references throughout each of the Finance Documents to “this Agreement”, “this
Deed”, “hereunder” and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this First Supplemental Agreement. 



 

	5.3	 The Finance Documents to remain in full force and effect 



The Finance Documents shall remain in full force and effect, as amended by: 

 

	(a)	 the amendments contained or referred to in Clauses 5.1 and 5.2; and 



  
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	(b)	 such further or consequential modifications as may be necessary to give full effect to the terms of this First
Supplemental Agreement. 


  

	5.4	 Lenders’ instructions to Facility Agent and Security Agent 



Each Lender hereby authorises, directs and instructs the Facility Agent and the Security Agent to concur in and enter into this First
Supplemental Agreement and any other deeds and documents as may be necessary for the purpose of giving effect to this First Supplemental Agreement, and each Lender confirms, for the avoidance of doubt, that clause 29.11 (Lenders’ indemnity
to the Facility Agent) of the Facility Agreement and clause 30.12 (Lenders’ indemnity to the Security Agent) of the Facility Agreement shall apply to this First Supplemental Agreement as if they were expressly incorporated in this
First Supplemental Agreement with any necessary modifications. 
  

	6	 FURTHER ASSURANCES 



 

	6.1	 Borrower’s and Guarantor’s obligations to execute further documents etc.



 The Borrower and the Guarantor shall: 
  

	(a)	 execute and deliver to the Facility Agent (or as it may direct) any assignment, mortgage, power of attorney,
proxy or other document, governed by the laws of England or such other country as the Facility Agent may (acting on the instructions of the Majority Lenders), in any particular case, specify; and 



 

	(b)	 effect any registration or notarisation, give any notice or take any other step, 



which the Facility Agent may (acting on the instructions of the Majority Lenders), by notice to the Borrower or, as the case may be, the
Guarantor, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose. 
  

	6.2	 Purposes of further assurances 



Those purposes are: 
  

	(a)	 to validly and effectively to create any Security or right of any kind which the Lenders intended should be
created by or pursuant to the Facility Agreement or any other Finance Document, each as amended or supplemented by this First Supplemental Agreement; and 


  

	(b)	 to implement the terms and provisions of this First Supplemental Agreement. 



 

	6.3	 Terms of further assurances 



The Facility Agent (acting on the instructions of the Majority Lenders) may specify the terms of any document to be executed by the Borrower or
the Guarantor under Clause 6.1, and those terms may include any covenants, powers and provisions which the Facility Agent (acting on the instructions of the Majority Lenders) may require. 

 

	6.4	 Obligation to comply with notice 



The Borrower or the Guarantor shall comply with a notice under Clause 6.1 by the date specified in the notice. 

  
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	6.5	 Limited liability company action 



At the same time as the Borrower or the Guarantor delivers to the Facility Agent any document executed under Clause 6.1(a), the Borrower or, as
the case may be, the Guarantor shall also deliver to the Facility Agent a certificate signed by an officer of the Borrower or, as the case may be, the Guarantor, which shall: 
  

	(a)	 set out the text of a resolution of the Borrower’s or the Guarantor’s applicable governing body
specifically authorising the execution of the document specified by the Facility Agent (acting on the instructions of the Majority Lenders) unless the execution of the relevant document is authorised by the existing resolutions and general power of
attorney of the Borrower or, as the case may be, the Guarantor; and 


  

	(b)	 state that either the resolution was duly passed by the member or board of directors, as applicable, validly
convened and held throughout and is valid under the Borrower’s or, as the case may be, the Guarantor’s limited liability company agreement or other constitutional documents. 



 

	7	 EXPENSES 


  

	7.1	 Reimbursement of expenses 



The Borrower shall reimburse the Facility Agent on demand for all reasonable costs, fees and expenses (including, but not limited to, legal
fees and expenses) and taxes thereon incurred by the Facility Agent or any other Finance Party in connection with the negotiation, preparation and execution of this First Supplemental Agreement and any other documents required thereunder. 

 

	8	 NOTICES 


  

	8.1	 General 



The provisions of clause 36 (Notices) of the Facility Agreement, as amended by this First Supplemental Agreement, shall apply to this
First Supplemental Agreement as if they were expressly incorporated in this First Supplemental Agreement with any necessary modifications. 
  

	9	 SUPPLEMENTAL 


  


	9.1	 Counterparts 



This First Supplemental Agreement may be executed in any number of counterparts. 

 

	9.2	 Third party rights 



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

  
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	10	 LAW AND JURISDICTION 



 

	10.1	 Governing law 



This First Supplemental Agreement and any non-contractual obligations arising out of or in connection
with it shall be governed by and construed in accordance with English law. 
  

	10.2	 Incorporation of the Facility Agreement provisions 



The provisions of clause 47 (Enforcement) of the Facility Agreement, as amended by this First Supplemental Agreement, shall apply to
this First Supplemental Agreement as if they were expressly incorporated in this First Supplemental Agreement with any necessary modifications. 
 This
First Supplemental Agreement has been duly executed as a Deed on the date stated at the beginning of this First Supplemental Agreement. 

  
 13 













 SCHEDULE 1 

LENDERS 
  

			
	Lender	  	Address for Communication
		
	EnTrustPermal ICAV, for and on behalf of Blue Ocean Fund	  	EnTrustPermal ICAV
		  	c/o EnTrustPermal Partners Offshore LP
		  	375 Park Avenue
		  	New York, NY 10152
		
		  	Facsimile: +1 212 888 0751
		
		  	Email: sengh@entrustpermal.com
		  	/odonnerstein@entrustpermal.com/
		  	bkahne@entrustpermal.com
		
		  	Attention: Svein Engh / Omer Donnerstein / Bruce Kahne
		
	Blue Ocean Onshore Fund LP	  	Blue Ocean Onshore Fund LP
		  	c/o EnTrust Partners LLC
		  	375 Park Avenue
		  	New York, NY 10152
		
		  	Facsimile: +1 212 888 0751
		
		  	Email: sengh@entrustpermal.com
		  	/odonnerstein@entrustpermal.com/
		  	bkahne@entrustpermal.com
		
		  	Attention: Svein Engh / Omer Donnerstein / Bruce Kahne


  
 14 













 SCHEDULE 2 

CONDITIONS PRECEDENT DOCUMENTS 
 The
following are the documents referred to in Clause 3.2: 
  

	1	 In respect of the Obligors only, documents of the kind specified in paragraphs 1.1 to 1.5 of Schedule 2, Part A
of the Facility Agreement as amended and supplemented by this First Supplemental Agreement (as applicable) and, in respect of each of the Approved Managers and K&T Marine, an
up-to-date certificate of incumbency. 


  

	2	 A duly executed original of this First Supplemental Agreement and any documents required pursuant thereto.



  

	3	 Documentary evidence that the agent for service of process named in clause 47 of the Facility Agreement has
accepted its appointment in respect of this First Supplemental Agreement. 


  

	4	 Certified copies of all documents (with a certified translation if an original is not in English) evidencing
any other necessary action, approvals or consents with respect to this First Supplemental Agreement (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Facility
Agent (acting on the instructions of the Majority Lenders) deems appropriate. 


  

	5	 Favourable legal opinions from lawyers appointed by the Facility Agent (acting on the instructions of the
Majority Lenders) on such matters concerning the laws of Marshall Islands and such other relevant jurisdictions as the Facility Agent may (acting on the instructions of the Majority Lenders) require. 



 

	6	 Any further opinions, consents, agreements and documents in connection with this First Supplemental Agreement
or any Finance Document which the Facility Agent (acting on the instructions of the Majority Lenders) may request by notice to the Borrower prior to the Effective Date. 



  
 15 













 SCHEDULE 3 

CONDITIONS SUBSEQUENT DOCUMENTS 

The following are the documents referred to in Clause 3.3: 
  

	1	 Evidence satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) that
the Merger has taken place and that, immediately after the Merger, each Shareholder and each New Shareholder is, or will be, the legal and/or beneficial owner of its respective Relevant Shareholding. 



 

	2	 Such documents and other evidence in such form as is requested by the Facility Agent in order for the
Finance Parties to comply with all necessary “know your customer” or “client acceptance” or other similar identification procedures (including, but not limited to, specimen signatures of all the members or directors, as the case
may be, and other officers of the New Holding Company) in relation to the transactions contemplated in the Finance Documents. 


  

	3	 A certified true copy of the amended and restated limited liability company agreement and the
certificate of limited liability company interest in respect of the Guarantor specifying the members/holders of the membership interests in the Guarantor. 


  

	4	 A certified true copy of the Articles of Association and the Bylaws of the New Holding Company, as
amended following the Merger. 


  

	5	 A certified true copy of the duly executed Merger Documents. 



 

	6	 A certificate of the Borrower stating the percentage of ownership of shares and common (voting power)
being held by each of the Shareholders and the New Shareholders in the New Holding Company. 


  

	7	 Evidence of the change of the name of the New Holding Company (if applicable). 



 

	8	 A certified copy of each of the new Management Agreements together with such documentation as may be
required by the Facility Agent in respect of any amendments to the existing Manager’s Undertakings. 



  
 16 













 SCHEDULE 4 

FORM OF EFFECTIVE DATE NOTICE 
  

	To:	 LEONIDAS MARINE LLC 



c/o Technomar Shipping Inc. 
 3-5 Menandrou Street 
 145 61 Kifisia 

Athens, Greece 
 Fax: +30 210
8084224 
 [●] 2018 
 Dear Sirs 

We refer to the first supplemental agreement (the “First Supplemental Agreement”) dated [●] 2018 made between, inter alios,
(i) yourselves as Borrower, (ii) the financial institutions listed in Schedule 1 therein as Lenders and (iii) ourselves as Facility Agent and Security Agent. 

Words and expressions defined in the First Supplemental Agreement shall have the same meaning when used in this letter. 

We write to confirm that we have received written notification from the Majority Lenders that the conditions precedent in Schedule 2 of the First Supplemental
Agreement [(other than those conditions precedent set out in clauses [●], in respect of which the Majority Lenders have deferred the same provided that they are received within five (5) Business Days of the Effective Date)] have been
fulfilled and that accordingly the Effective Date is [●] 2018. 
 Yours faithfully 

 
  

for and on behalf of 
 WILMINGTON
TRUST, NATIONAL ASSOCIATION 
 (as Facility Agent on behalf of the Finance Parties) 

. 

  
 17 













 EXECUTION PAGES 

BORROWER 
  

							
	 EXECUTED as a DEED
	  	 	)	 	  	 





	 by LEONIDAS MARINE LLC
	  	 	)	 
	 acting by     Aikaterini Emmanouil
	  	 	)	 
	 its duly authorised
	  	 	)	 
	
attorney-in-fact
	  	 	)	 
	 in the presence of:
	  	 	)	 
	 




	  			
	 PAT SKALA

WATSON, FARLEY & WILLIAMS
 348
SYNGROU AVENUE
 176 74 KALLITHEA

ATHENS - GREECE
	  				  	

 GUARANTOR 
  

							
	 EXECUTED as a DEED
	  	 	)	 	  	 





	 by POSEIDON CONTAINERS HOLDINGS LLC
	  	 	)	 
	 acting by     Aikaterini Emmanouil
	  	 	)	 
	 its duly authorised
	  	 	)	 
	
attorney-in-fact
	  	 	)	 
	 in the presence of:
	  	 	)	 
	 




	  			
	 PAT SKALA

WATSON, FARLEY & WILLIAMS
 348
SYNGROU AVENUE
 176 74 KALLITHEA

ATHENS - GREECE
	  				  	

 LENDERS 
  

							
	EXECUTED as a DEED	  	 	)	 	  	





	by BLUE OCEAN ONSHORE FUND LP	  	 	)	 
	 By: EnTrust Partners LLC,
	  	 	)	 

	 as its General Partner
	  	 	)	 	  	
	 acting by
	  	 	)	 	  	Matthew A. Lux
	 in the presence of:
	  	 	)	 	  	Managing Director, Deputy General Counsel
	



	  				  	

  

							
	 EXECUTED as a DEED
	  	 	)	 	  	




	 by ENTRUSTPERMAL ICAV, for and on
	  	 	)	 
	 behalf of BLUE OCEAN FUND
	  	 	)	 
	 By: EnTrustPermal Partners Offshore LP,
	  	 	)	 
	 as its Investment Advisor
	  	 	)	 	  	
	 acting by
	  	 	)	 	  	Matthew A. Lux
	 in the presence of:
	  	 	)	 	  	Managing Director, Deputy General Counsel
	



	  				  	


  
 18 














							
	 FACILITY AGENT
	  				  	




	EXECUTED as a DEED	  	 	)	 
	by WILMINGTON TRUST, NATIONAL ASSOCIATION	  	 	)	 
	 acting by
	  	 	)	 	  	                Joshua G. James
	 in the presence of:
	  	 	)	 	  	                 Vice President
	 




	  				  	

  

							
	 SECURITY AGENT
	  				  	 





	EXECUTED as a DEED	  	 	)	 
	by WILMINGTON TRUST, NATIONAL ASSOCIATION	  	 	)	 
	 acting by
	  	 	)	 	  	                Joshua G. James
	 in the presence of:
	  	 	)	 	  	                 Vice President
	 




	  				  	


  
 19 













 COUNTERSIGNED this 24th day of October
2018 for and on behalf of the below companies each of which, by its execution hereof, confirms and acknowledges that it has read and understood the terms and conditions of this First Supplemental Agreement, that it agrees in all respects to the same
and that the Finance Documents to which it is a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrower under the Facility Agreement and the other Finance Documents (each as amended and
supplemented by this First Supplemental Agreement). 
  

	
	APPROVED MANAGERS
	
	 




  

	 George Youroukos

	 President

	 for and on behalf of

	TECHNOMAR SHIPPING INC.

  

	
	 




  

	 Dimitrios Tsiaklagkanos

	 President

	 for and on behalf of

	CONCHART COMMERCIAL INC.


  
 20 













 COUNTERSIGNED this 24th day of October
2018 for and on behalf of the below company which, by its execution hereof, confirms and acknowledges that it has read and understood the terms and conditions of this First Supplemental Agreement, that it agrees in all respects to the same and that
the Subordination Agreement to which it is a party shall remain in full force and effect in accordance with its terms. 
  

	
	SUBORDINATED CREDITOR
	
	 




  

	 Georgios Giouroukos

	 Chief Executive Officer

	 for and on behalf of

	K&T MARINE LLC


  
 21