Exhibit 10.6


 


  


Dated: 22nd June, 2010


THE LENDERS AND FINANCIAL INSTITUTIONS SET OUT IN SCHEDULE 1


- and -


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


	
  

 
	 
 




SECOND 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

 	
  

 	
 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
  

 	
 Agreement of
 the Lenders

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
  

 	
 Conditions

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
  

 	
 Variations
 to the Principal Agreement

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
  

 	
 Entire
 agreement and amendment

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
  

 	
 Continuance
 of Principal Agreement and the Security Documents

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
  

 	
 Continuance
 and reconfirmation of the Corporate Guarantees

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
  

 	
 Fees and
 expenses

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.

 	
  

 	
 Miscellaneous

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.

 	
  

 	
 Applicable
 law and jurisdiction

 	
  

 	
 8

 









THIS
AGREEMENT is made
this 22nd day of
June, 2010


B E T W E E N


	
  

 	
  

 
	
 (1)

 	
 THE LENDERS AND FINANCIAL INSTITUTIONS SET
 OUT IN SCHEDULE 1, as Lenders;

 
	
  

 	
  

 
	
 (2)

 	
 DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT, 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, 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 made by and among (1) COSTAMARE INC., of the Marshall Islands (therein and
hereinafter referred to as the “Borrower”) as borrower, (2) DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT (“DSB”),
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, and (3) 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 by 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,
the Borrower, as borrower and the Corporate Guarantors, as corporate guarantors
(hereinafter called the “Principal
Agreement”), 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 (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 AS:


	
  

 	
  

 
	
 (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 Nine hundred thirty six million four hundred thirteen thousand sixty
 three and ninety two cents (US$936,413,063.92) (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 Eight hundred seventy two million seven

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 hundred fifty seven thousand eight hundred ninety five and ninety two
 cents (US$872,757,895.92) (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 the reduction of the Security Requirement during the
 Waiver Period from 125% to 80% and the inclusion of the minimum cash amount
 equal to 3% of the Loan outstanding, maintained in accordance with clause
 8.6.1(c) of the Principal Agreement, to the Security Value as additional
 security for such ratio’s calculation;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 provided, however, that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the Margin will increase to one point zero seven five per cent (1.075%) per
annum during period commencing on 15th June, 2010 and terminating
on the last day of the Waiver Period (31st December, 2011); 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 the Lenders shall be entitled to withdraw their consent to the above
 reduction of the Security Requirement in case of any substantial alteration
 of any Approved Charterparty and/or any Existing Charterparty with a
 remaining charter period exceeding four (4) years from the date hereof;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 any further Revolving Advance to be drawn under the Revolving
Facility, will be made available to the Borrower at a margin of two point five zero per cent. (2.50%) per
annum; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 the Borrower shall pay to the Lenders the up-front-waiver fee
 referred to in clause 4.2,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Effective Date” means
 the date hereof;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Waiver Period” means
 the period commencing on 31st December, 2009 and terminating on 31st December,
 2011.

 


2









	
  

 	
  

 	
  

 
	
 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 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 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 and the Security
 Documents to which is or is to be a party and 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 and e 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
 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
 do not, and will not contravene any applicable law or 

 


3









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 none of the Borrower and the
 Corporate Guarantors is in default under any agreement
 by which it is bound or in respect of any financial commitment, or obligation.

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Agreement of the Creditors

 
	
  

 	
  

 	
  

 
	
 3.1

 	
 The Creditors relying 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 grant their consent on the matters referred to in Recital (B)
 hereof, subject to amendment of the Principal Agreement in the manner more
 particularly set out in Clause 5.1 hereof.

 
	
  

 	
  

 	
  

 
	
 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 date hereof 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 the Borrower evidencing approval of this Agreement 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;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the original of any power(s) of attorney issued in favour of any
 person executing this Agreement on behalf of the
 Borrower;

 



4









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 evidence that any fees and commissions payable from the Borrower to
 the Creditors pursuant to the terms of clause 5.1 of the Principal
 Agreement or any other provision of the Security Documents have been paid in
 full; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 such further conditions precedent as the Agent may reasonably
 require.

 
	
  

 	
  

 	
  

 	
  

 
	
 4.2

 	
 The agreement of the Creditors contained in Clause 3.1 shall be
expressly subject to the condition that the Agent shall have received, for
further distribution to the Lenders pro-rata to their respective Commitments,
on or before the date hereof a non-refundable up-front-waiver fee 
in the amount of Dollars Two million nine hundred fifty five thousand five hundred fifty ($2,955,550) . 

 
	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Variations to the Principal Agreement

 
	
  

 	
  

 	
  

 	
  

 
	
 5.1

 	
 In consideration of the agreement of the Creditors 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 from the 31st December, 2009 and for
 the duration of the Waiver Period only:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 i.

 	
 the following new definition
 is inserted in clause 1.2 of the Principal Agreement:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  ““Waiver Period” means the period commencing on 31st December, 2009 and terminating on 31st December, 2011;”;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ii.

 	
 the definitions “Security
 Requirement” and “Security Value” are hereby
 amended to read as follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  ““Security Requirement” means the amount in Dollars (as
certified by the Agent whose certificate shall, in the absence of manifest
error, be conclusive and binding on the Borrower) which is at any relevant
time One hundred and twenty five percent (125%) of the aggregate of (i) the
Term Loan and (ii) the Revolving Advances and (iii) the Swap Exposure
provided that during the Waiver Period the
figure “one hundred and twenty five percent (125%)” is replaced with “eighty
percent (80%)”; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Security Value” means the amount in Dollars (as certified by the
 Agent whose certificate shall, in the absence of manifest error, be
 conclusive and binding on the Borrower and the Lenders) which is, at any
 relevant time, the aggregate of (a) the aggregate Market Value of the
 Mortgaged Ships as most recently determined in accordance with clause 8.2.3
 or, as the case may be, 8.2.4, (b) the market value of any additional
 security for the time being actually provided to the Creditors or any of them
 pursuant to clause 8.2 (if

 


5









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 any) and
 (during the Waiver Period only) (c) the aggregate minimum cash amount equal
 to 3% of the Loan outstanding maintained in accordance with clause 8.6.1(c)
 of the Principal Agreement;”;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 provided, however, that in case of any
 substantial alteration of any Approved Charterparty and/or any Existing
 Charterparty of a remaining charter period exceeding four (4) years from the
 date hereof without the prior written consent of the Lenders, the Lenders
 shall be entitled, by notice to the Borrowers, to withdraw their consent to
 the above amendments of the Principal Agreement and such amendments shall be
 forthwith terminated and shall be of no effect whatsoever; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 with effect from the date
 hereof the following proviso is added to 8th line of clause 2.2(a) after “Tranche B
 Ship”:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “provided however
that with effect from 15th
June, 2010 any further Revolving Advance to be drawn under the Revolving
Facility, will be made available to the Borrower at a margin
of  two point five zero per cent. (2.50%) per annum;”; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 with effect from the date
 hereof and for the remainder of the Waiver Period only, the Borrower
 and the Owners undertake with each Creditor that none of the Borrower and the
 Owners will declare or pay any dividends or distribute any of its present or
 future assets, undertakings, rights or revenues to any of its shareholders
 without the Lenders’ prior written consent, provided however that in
 the event that the Borrower is listed in the New York Stock Exchange or
 NASDAQ and subject to no Event of Default having occurred and being
 continuing, such Lenders’ consent shall not be required if the ratio of Total
 Liabilities (after deducting all Cash and Cash Equivalents) to Market Value
 Adjusted Total Assets (after deducting all Cash and Cash Equivalents) does
 not exceed 0.80:1;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 with effect from the date
 hereof and for the remainder f the Waiver Period only,
 the following proviso shall be added in clause 3.1 of the Principal Agreement:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  ““and
provided further that during the period commencing on 15th June, 2010 and
terminating on the last day of the Waiver Period (31st December, 2011) the
Margin shall be increased by 0.225% i.e.
the Margin payable during such period shall be  one point one two five per cent (1.075%) per annum;”;  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 provided, however, that upon the
 expiration of the Waiver Period the effect of the amendments of the Principal
 Agreement referred to in

 


6









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 paragraphs (a), (c) and (d)
 of this clause 5.1 shall be forthwith terminated and such amendments shall be
 of no effect whatsoever;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 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 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 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 Corporate Guarantor shall remain in
 full force and effect as guarantee of the obligations of the Borrower under
 the Principal

 


7









	
  

 	
  

 
	
  

 	
 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
 (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 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.

 


8






Schedule 1

The Lenders and their Commitments (originally)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Commitment

 (US$)

 
	
 Name

 	
  

 	
  

 	
 Address and fax numbers

 	
  

 	
  

 	
 Term Loan 

 Facility

 	
  

 	
  

 	
 Revolving

 Facility

 
	
 Deutsche
 Schiffsbank

 Aktiengesellschaft

 	
  

 	
  

 	
 Lending Office

 	
  

 	
  

 	
 210,000,000

 	
  

 	
  

 	
 90,000,000

 
	
  

 	
  

 	
 Domshof 17, 28195 Bremen,

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Federal Republic of
 Germany

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Address for Notices

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Deutsche Schiffsbank
 Aktiengesellschaft

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Domshof 17, 28195 Bremen,

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Federal Republic of
 Germany

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax No.: +49 421 3609 293

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 email:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Sandrina.Zurmuehlen@schiffsbank.com

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Attn: International Loans

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 UniCredit Bank AG

 	
  

 	
  

 	
 Lending Office

 	
  

 	
  

 	
 210,000,000

 	
  

 	
  

 	
 90,000,000

 
	
 (formerly Bayerische 

 Hypo-Und Vereinsbank 

 Aktiengesellschaft)

	
  

 	
  

 	
 UniCredit Bank AG,

 7 Heraklitou Street, 106 73 Athens, Greece

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Address
for Notices 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 UniCredit Bank AG,

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 62 Notara Street, 185 35,
 Piraeus, Greece

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax No.: +30 210 4126597

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 e-mail:vassilis.mantzavinos@unicreditgroup.gr

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Attn: Mr. Vassilis
 Mantzavinos

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Credit Suisse AG

 	
  

 	
  

 	
 Lending Office

 	
  

 	
  

 	
 140,000,000

 	
  

 	
  

 	
 60,000,000

 
	
  

 	
  

 	
  

 	
 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:lydia.lampadaridou@credit-
 suisse.com

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Attn: Ms.
 Lydia Lampadaridou

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HSH Nordbank AG

 	
  

 	
  

 	
 Lending Office

 	
  

 	
  

 	
 105,000,00

 	
  

 	
  

 	
 45,000,000

 
	
  

 	
  

 	
  

 	
 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 34118

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Attention:
 Mr. Jan Herzel

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 e-mail:jan.herzel@hsh-nordbank.com

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 


9









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Commitment

 (US$)

 
	
 Name

 	
  

 	
  

 	
 Address and fax numbers

 	
  

 	
  

 	
 Term Loan 

 Facility

 	
  

 	
  

 	
 Revolving

 Facility

 
	
 Fortis Bank S.A./N.V.

 	
  

 	
  

 	
 Lending Office

 	
  

 	
  

 	
 35,000,000

 	
  

 	
  

 	
 15,000,000

 
	
  

 	
  

 	
  

 	
 94 Vas.
 Sofias Ave. & 1 Kerasountos Str.

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 115 28
 Athens, Greece,

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Address for
Notices 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 94 Vas.
 Sofias Ave. &1 Kerasountos Str.

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 115 28
 Athens, Greece,

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax No.: +30
 210 7468318

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 e-mail:
 dimitris.christacopoulos@ fortis.com

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Attn: Mr.
 Dimitris Christacopoulos

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Total
Commitment 

 	
  

 	
  

 	
 700,000,000 

 	
  

 	
  

 	
 300,000,000 

 


10





EXECUTION PAGE


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 THE BORROWER

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mr.
 Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 COSTAMARE INC.

 	
 )

 	
  

 
	
 as Borrower

 	
 )

 	
  

 
	
 in the
 presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name: Efstratios Kalantzis 

 	
  

 	
  

 
	
 Address: 13 Defteras Merarchias Street

 	
  

 	
  

 
	
                 185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation: Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 THE CREDITORS 

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mr.
 Charalambos V. Sioufas

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 Deutsche Schiffsbank Aktiengesellschaft,

 	
 )

 	
  

 
	
 as joint
 Arranger, Security Agent, Swap Bank,

 	
 )

 	
  

 
	
 Agent and
 Lender

 	
 )

 	
  

 
	
 in the
 presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name: Efstratios Kalantzis 

 	
  

 	
  

 
	
 Address: 13 Defteras Merarchias Street

 	
  

 	
  

 
	
                 185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation: Attorney-at-Law

 	
  

 	
  

 


11









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mrs.
 Anastasia Kerpinioti and Mr. Pericles Lycoudis

 	
 )

 	
  

 
	
 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

 	
 )

 	
  

 
	
 in the
 presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name: Efstratios Kalantzis 

 	
  

 	
  

 
	
 Address: 13 Defteras Merarchias Street

 	
  

 	
  

 
	
                 185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation: Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mr.
 Charalambos V. Sioufas

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 Credit Suisse AG,

 	
 )

 	
  

 
	
 (formerly CREDIT SUISSE), as Lender

 	
 )

 	
  

 
	
 in the
 presence of:

 	
 )

 	
 Authorised Officer

 
	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name: Efstratios Kalantzis 

 	
  

 	
  

 
	
 Address:13 Defteras Merarchias Street

 	
  

 	
  

 
	
               185
 35 Piraeus,
 Greece               

 	
  

 	
  

 
	
 Occupation: Attorney-at-Law

 	
  

 	
  

 


12









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mr. George
 Arcadis and Dimitrios Christakopoulos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
 Authorised Officer

 
	
 Fortis Bank S.A./N.V.,

 	
 )

 	
  

 
	
 as Lender

 	
 )

 	
  

 
	
 in the
 presence of:

 	
 )

 	
  

 
	
 Attorney-in-fact

 	
 )

 	
  

 
	
  

 	
  

 	
 Authorized Officer

 
	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name: Efstratios Kalantzis 

 	
  

 	
  

 
	
 Address:13 Defteras Merarchias Street

 	
  

 	
  

 
	
               185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation: Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mr.
 Charalambos V. Sioufas

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 Fortis Bank S.A./N.V.,

 	
 )

 	
  

 
	
 as Lender

 	
 )

 	
  

 
	
 in the
 presence of:

 	
 )

 	
  

 
	
 Attorney-in-fact

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name: Efstratios Kalantzis 

 	
  

 	
  

 
	
 Address:13 Defteras Merarchias Street

 	
  

 	
  

 
	
               185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation: Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mr.
 Charalambos V. Sioufas

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 HSH NordBank AG.,

 	
 )

 	
  

 
	
 as Lender
 and Swap Bank

 	
 )

 	
  

 
	
 in the
 presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name: Efstratios Kalantzis 

 	
  

 	
  

 
	
 Address: 13 Defteras Merarchias Street

 	
  

 	
  

 
	
                185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation: Attorney-at-Law

 	
  

 	
  

 


13









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 THE CORPORATE GUARANTORS

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 ACHILLEAS MARITIME CORPORATION,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:      Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 ALEXIA TRANSPORT CORP.,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:     
  Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 angistri corporation.,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:  
     Attorney-at-Law

 	
  

 	
  

 


14









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 costa chille maritime corporation.,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 FANAKOS MARITIME CORPORATION.,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 FASTSAILING MARITIME CO.,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 


15









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 FLOW SHIPPING CO.,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 HONAKER SHIPPING COMPANY,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 KALAMATA SHIPPING CORPORATION,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Str. Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 



16









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos
 Zacharatos            
        )

 	
  

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 MARINA MARITIME CORPORATION,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 MARVISTA MARITIME INC.,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 MERTEN SHIPPING CO.,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 


17









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 MIKO SHIPPING CO.,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Str., Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 NAVARINO MARITIME CORPORATION,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 SIMS SHIPPING CO.,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 


18









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 TAKOULIS MARITIME CORPORATION,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Str., Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 WEST END SHIPPING CO. LTD.,

 	
 )

 	
  

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness:

 	
  

 	
  

 	
  

 	
  

 
	
 Name:                Efstratios
 Kalantzis

 	
  

 	
  

 
	
 Address:            13
 Defteras Merarchias Street

 	
  

 	
  

 
	
                           185
 35 Piraeus, Greece

 	
  

 	
  

 
	
 Occupation:    
   Attorney-at-Law

 	
  

 	
  

 



 19





 SCHEDULE 2


List
of Corporate Guarantors


ACHILLEAS MARITIME CORPORATION 


ANGISTRI CORPORATION  


Alexia
Transport Corp.


Costachille
Maritime Corporation


Fanakos
Maritime Corporation


Fastsailing
Maritime Co.


Flow
Shipping Co.


Honaker
Shipping Company


Kalamata
Shipping Corporation


Marina
Maritime Corporation


Marvista
Maritime Inc.


Merten
Shipping Co.


Miko
Shipping Co.


Navarino
Maritime Corporation


Sims
Shipping Co.


Takoulis
Maritime Corporation and


West
End Shipping Co. Ltd.




20