Exhibit 10.11


 


Dated: 30th October, 2008


ALPHA BANK A.E.


as Bank


- and -


KELSEN
SHIPPING CO. and

MONTES
SHIPPING CO.

(as joint and several Borrowers)


- and -


COSTAMARE SHIPPING COMPANY S.A.
(as Manager and existing Corporate Guarantor)


- and -


COSTAMARE INC.
(as New Corporate Guarantor)








FIRST SUPPLEMENTAL AGREEMENT




to a loan agreement dated 7th December, 2007

in relation to a loan facility in the amount of

US$150,000,000








Theo V. Sioufas & Co.

Law Offices

Piraeus





TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CLAUSE

 	
  

 	
 HEADINGS

 	
  

 	
  

 	
 PAGE

 
	

 


 	
  

 	

 


 	
  

 	
  

 	

 


 
	
 1.

 	
 DEFINITIONS

 	
  

 	
 2

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 REPRESENTATIONS
 AND WARRANTIES

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 AGREEMENT OF
 THE BANK

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 CONDITIONS

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 VARIATIONS
 TO THE PRINCIPAL AGREEMENT

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 CONTINUANCE
 OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 RELEASE OF
 MANAGER UNDER THE MANAGER’S GUARANTEE

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 FEES AND
 EXPENSES

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 MISCELLANEOUS

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 
	
 10.

 	
 ENTIRE
 AGREEMENT AND AMENDMENT; EFFECT ON PRINCIPAL AGREEMENT

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 
	
 11.

 	
 APPLICABLE
 LAW AND JURISDICTION

 	
  

 	
 22

 









THIS AGREEMENT is dated 30th day of October, 2008 and made


BETWEEN


	
  

 	
  

 
	
 (1)

 	
 KELSEN SHIPPING CO.
 AND MONTES SHIPPING CO,
 as joint and several Borrowers;

 
	
  

 	
  

 
	
 (2)

 	
 ALPHA BANK A.E.,
 as Bank;

 
	
  

 	
  

 
	
 (3)

 	
 COSTAMARE SHIPPING
 COMPANY S.A., a company incorporated and existing
 under the laws of the Republic of Panama, having its registered office at
 Panama City, Republic of Panama and having an office established in Greece
 (60 Zephyrou Street, Pal. Faliro, Athens, Greece) under the Greek laws 89/67,
 378/68, 27/75 and 814/78 (as amended); and

 
	
  

 	
  

 
	
 (4)

 	
 COSTAMARE INC., 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 MH96960 (hereinafter called the “New
 Corporate Guarantor”, which expressions shall include its
 successors in title);

 


AND IS SUPPLEMENTAL to a loan agreement dated 7th December, 2007 made between
(1) KELSEN SHIPPING CO. and MONTES SHIPPING CO., each a
Liberian corporation (therein and hereinafter together referred to as the “Borrowers” and
singly a “Borrower”),
as joint and several borrowers, (2) ALPHA BANK A.E., as lender,
and (3) COSTAMARE SHIPPING COMPANY S.A., of Panama,
as Corporate Guarantor (therein called the “Corporate Guarantor” and “Manager”
and hereinafter called the “Manager”), on the terms and conditions of which the
Bank agreed to make and made available to the Borrowers on a joint and several
basis a loan facility in the amount of One hundred fifty million United States
Dollars (US$150,000,000) for the purposes set forth therein (the said loan
agreement hereinafter called the “Principal Agreement”).


W H E R E A S:


	
  

 	
  

 
	
 (A)

 	
 pursuant to a Drawdown Notice from the Borrowers to the Bank, the
 Bank has advanced to the Borrowers, as joint and several Borrowers, the full
 amount of the Commitment in the amount of United States Dollars One hundred
 million (US$150,000,000) (as the Borrowers and the New Corporate Guarantor
 hereby jointly acknowledge), out of which the principal amount of One hundred
 forty six million United States Dollars (US$146,000,000) remains outstanding
 immediately prior to the date of this Agreement 

 


1









	
  

 	
  

 
	
  

 	
 (as the Borrowers and the New Corporate Guarantor hereby jointly and
 severally acknowledge);

 
	
  

 	
  

 
	
 (B)

 	
 pursuant to a master agreement (on the 2002 ISDA Master Agreement
 (Multicurrency-Crossborder) form) dated as of 13th February, 2008 and made
 between the Bank and the Borrowers,
 the Borrowers have entered or may enter into certain Transactions (as such term
 is defined in the said master agreement) under separate Confirmations (as
 such term is defined in the said master agreement) (the said master
 agreement, all Transactions from time to time entered into or Confirmations
 exchanged under the said master agreement and any amending, supplemental or
 replacement agreement are hereinafter called the “Master Agreement”);
 and

 
	
  

 	
  

 
	
 (C)

 	
 the Borrowers, the Manager and the New Corporate Guarantor have
 together requested the Bank to agree to the release of the Manager from its
 obligations under its Corporate Guarantee contained in Clause 13 of the
 Principal Agreement (the “Manager’s Guarantee”) executed in
 security of all the obligations of the Borrowers under the Principal
 Agreement and the replacement of the Manager by the New Corporate Guarantor
 as Corporate Guarantor of the obligations of the Borrowers under the
 Principal Agreement as hereby amended and the Master Agreement, and the Bank
 has 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, not being later than 30th
 October, 2008 (or such later date as the Bank may agree) upon which all the
 conditions contained in Clause 5 shall have been satisfied and this Agreement
 shall become effective;

 
	
  

 	
  

 
	
  

 	
  “Charterparty
 Assignment Side Agreement” in relation to each
 Vessel means a side agreement, whereby the first priority Charterparty
 Assignment in respect of such Vessel made between the Bank and the Owner
 thereof and dated 19th December, 2007 (in the 

 


2









	
  

 	
  

 
	
  

 	
 case of MAERSK KURE) and dated 14th December, 2007 (in
 the case of MAERSK KAWASAKI) shall be amended by the parties thereto, in form
 satisfactory to the Bank (together, the “Charterparty Assignment Side Agreements”);

 
	
  

 	
  

 
	
  

 	
  “Confirmation” means
 a Confirmation exchanged, or deemed exchanged, between the Bank and the
 Borrowers as contemplated by the Master Agreement;

 
	
  

 	
  

 
	
  

 	
  “General Assignment
 Side Agreement” in relation to each Vessel means a
 side agreement, whereby the first priority General Assignment in respect of
 such Vessel made between the Bank and the Owner thereof and dated 19th
 December, 2007 (in the case of MAERSK KURE) and dated 14th December, 2007 (in the case
 of MAERSK KAWASAKI) shall be amended by the parties thereto, in form
 satisfactory to the Bank (together, the “General Assignment Side Agreements”);

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
  “Master Agreement” means
 the Master Agreement (on the 1992 ISDA (Multicurrency - Crossborder) form as
 modified (or any other form of master agreement relating to interest or
 currency exchange transactions)) made or to be made between the Bank and the
 Borrowers, and includes the Schedule thereto and all transactions from time
 to time entered into and Confirmations from time to time exchanged under the
 Master Agreement and any amending, supplementing or replacement agreements
 made from time to time;

 
	
  

 	
  

 
	
  

 	
  “Master Agreement
 Security Deed” means a security deed executed or (as
 the context may require) to be executed by the Borrowers in favour of the
 Bank in relation to certain of the rights of the Borrowers under the Master
 Agreement in form as the Bank shall require;

 
	
  

 	
  

 
	
  

 	
  “Mortgage Addendum”
 means:

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 in relation to the MAERSK KURE, the
 addendum to first preferred Greek Ship mortgage (Notarial Deed No.
 33038/19-12-2007 of Mrs Z. Souri, Notary Public of Piraeus, Greece)
 registered over such Vessel in favour of the Bank, whereby the said first
 mortgage shall be amended, executed or (as the context may require) to be
 executed by the Owner thereof in favour of the Bank in form satisfactory to
 the Bank; and

 


3









	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in relation to the MAERSK KAWASAKI,
 the addendum to first preferred Greek Ship mortgage (Notarial Deed
 No. 33025/14-12-2007 of Mrs Z. Souri, Notary Public of Piraeus, Greece)
 registered over such Vessel in favour of the Bank, whereby the said first
 mortgage shall be amended, executed or (as the context may require) to be
 executed by the Owner thereof in favour of the Bank in form satisfactory to
 the Bank;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (together, the “Mortgage Addenda”)

 
	
  

 	
  

 	
  

 
	
  

 	
  “New Manager’s
 Undertaking” the Manager’s undertaking executed or
 (as the context may require) to be executed by the Manager in favour of the
 Bank in respect of the Vessels in form satisfactory to the Bank;

 
	
  

 	
  

 	
  

 
	
  

 	
  “New Security
 Documents” means the Master Agreement Security Deed,
 the Mortgage Addenda, the Charterparty Assignment Side Agreements and the
 General Assignment Side Agreements;

 
	
  

 	
  

 	
  

 
	
  

 	
  “Second General
 Assignment” means in relation to each Vessel the
 second priority Deed of Assignment of the Earnings, Insurances and
 Requisition Compensation (as such terms are therein defined) of such Vessel,
 to be executed by the Owner thereof in favour of the Bank, in form and
 substance as the Bank shall reasonably require; and

 
	
  

 	
  

 	
  

 
	
  

 	
  “Second Mortgage” means
 in relation to each Vessel the second preferred Greek Ship mortgage on such
 Vessel executed or (as the context may require) to be executed by the Owner
 thereof in favour of the Bank in form satisfactory to the Bank.

 
	
  

 	
  

 	
  

 
	
 1.3

 	
 (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

 
	
  

 	
  

 	
  

 
	
  

 	
 The Borrowers and the New Corporate Guarantor hereby jointly and
 severally represent and warrant to the Bank as at the date hereof that the
 representations and warranties set forth in clause 6.1 of the Principal
 Agreement as hereby amended (updated mutatis mutandis to the date of this
 Agreement) are (and will be on the Effective Date) true and 

 


4









	
  

 	
  

 	
  

 
	
  

 	
 correct as if all references therein to “this Agreement” were references
 to the Principal Agreement as amended and supplemented by this Agreement.

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Agreement of the Bank

 
	
  

 	
  

 	
  

 
	
  

 	
 The Bank, relying upon each of the representations and warranties set
 out in Clause 2 hereby agrees with the Borrowers and the New Corporate
 Guarantor, 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 the release of the Manager from
 its obligations under the Manager’s Guarantee and the replacement of the
 Manager by the New Corporate Guarantor as Corporate Guarantor of the
 obligations of the Borrowers under the Principal Agreement as hereby amended,
 and that the Principal Agreement be amended in the manner more particularly
 set out in Clause 5.1.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Conditions

 
	
  

 	
  

 	
  

 
	
 4.1

 	
 The agreement of the Bank contained in Clause 3 shall be expressly
 subject to the fulfilment of the conditions set out in this Clause and
 further subject to the condition that the Bank shall have received on or
 before the Effective Date in form and substance satisfactory to the Bank 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 Borrowers and the New Corporate Guarantor;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 certified and duly legalised copies of (i) resolutions of the
 directors and shareholders of each Borrower and (ii) resolutions of the
 directors of the New Corporate Guarantor, evidencing approval of this
 Agreement and of such of the New Security Documents to which each is or is to
 be a party 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 Bank;

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 all documents evidencing any other necessary action or approvals or
 consents with respect to this Agreement, the New Security Documents and the
 New Manager’s Undertaking;

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 the original of any power(s) of attorney issued in favour of any
 person executing this Agreement or any of the New Security Documents on
 behalf of each of the Borrowers and the New Corporate Guarantor;

 


5









	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 such favourable legal opinions from lawyers acceptable to the Bank
 and its legal advisors on such matters concerning the laws of Greece,
 Marshall Islands and such other relevant jurisdiction as the Bank shall
 require;

 
	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 evidence that each Vessel is fully classed with the highest
 classification available with classification Society a full member of IACS
 and such classification is and will be free of all overdue requirements,
 recommendations or notations (other than such notified in writing to the Bank
 and accepted by the Bank in writing) and with all trading and other class
 certificates, national and international, valid and in full force and effect,
 and will continue throughout the Security Period to maintain such Vessel with
 such classification (or equivalent) and which is in all respects satisfactory
 to the Bank;

 
	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 each of the Master Agreement, the New Security Documents and the New
 Manager’s Undertaking duly executed by the respective parties thereto and,
 where appropriate, duly registered in favour of the Bank;

 
	
  

 	
  

 	
  

 
	
  

 	
 h.

 	
 evidence satisfactory to the Bank that each Vessel is managed by the
 Manager; and

 
	
  

 	
  

 	
  

 
	
  

 	
 i.

 	
 evidence that each Vessel holds a valid SMC and a valid ISSC.

 
	
  

 	
  

 	
  

 
	
 5.

 	
 Variations to the Principal Agreement

 
	
  

 	
  

 	
  

 
	
 5.1

 	
 In consideration of the agreement of the Bank contained in Clause
 3.1, the Borrowers and the New Corporate Guarantor hereby jointly and
 severally agree with the Bank that (subject to the satisfaction of the
 conditions precedent contained in Clause 4) with effect from the Effective Date:

 





	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 the provisions of the Principal Agreement shall be varied and/or
 amended and/or supplemented as follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the following new definitions shall be added in alphabetical order in
 Clause 1.2 of the Principal Agreement reading as follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  ““Confirmation” means a
 Confirmation exchanged, or deemed exchanged, between the Bank and the
 Borrowers as contemplated by the Master Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Corporate
 Guarantor” means COSTAMARE
 INC., a company duly incorporated under the
 laws of the Republic of the Marshall Islands, 

 


6









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 whose registered
 office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
 Marshall Islands MH96960;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Credit Support
 Document”, “Credit Support Provider” and “Early
 Termination Date” have the respective meanings given to these
 expressions in section 14 of the Master Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Manager’s
 Undertaking” the Manager’s undertaking executed or (as the
 context may require) to be executed by the Manager in favour of the Bank in respect
 of the Vessels in form and substance as the Bank shall reasonably require;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Master Agreement”
 means the Master Agreement (on the 2002 ISDA
 (Multicurrency - Crossborder) form as modified (or any other form of master
 agreement relating to interest or currency exchange transactions) made or to
 be made between the Bank and the Borrowers, and includes the Schedule thereto
 and all transactions from time to time entered into and Confirmations from
 time to time exchanged under the Master Agreement and any amending,
 supplementing or replacement agreements made from time to time;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Master Agreement
 Liabilities” means, at any relevant time, all liabilities actual
 or contingent, present or future, of the Borrowers to the Bank under the
 Master Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Master Agreement
 Security Deed” means a security deed executed or (as
 the context may require) to be executed by the Borrowers in favour of the
 Bank in relation to certain of the rights of the Borrowers under the Master
 Agreement in form and substance as the Bank shall reasonably require;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Second General
 Assignment” means in relation to each Vessel the second
 priority Deed of Assignment of the Earnings, Insurances and Requisition
 Compensation (as such terms are therein defined) of such Vessel, to be
 executed by the Owner thereof in favour of the Bank, in form and substance as
 the Bank shall reasonably require;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Second Mortgage” means in
 relation to each Vessel the second preferred Greek Ship mortgage on such
 Vessel executed or (as the 

 


7









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 context may
 require) to be executed by the Owner thereof in favour of the Bank in form
 and substance as the Bank shall reasonably require;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Transaction” means a
 transaction entered into between the Bank and the Borrowers governed by the
 Master Agreement”;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “US-GAAP”
 means
 United States generally accepted accounting principles, concepts, bases and
 policies consistently applied.;

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Vasileios Konstantakopoulos Family” means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (a)

 	
 Vasileios Kostantakopoulos;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (b)

 	
 Kostantinos V. Kostantakopoulos;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (c)

 	
 Achillefs V. Kostantakopoulos;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (d)

 	
 Christos V. Kostantakopoulos;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (e)

 	
 all the lineal descendants in direct line
 of the said Vassileios Kostantakopoulos, Achillefs V. Kostantakopoulos,
 Kostantinos V. Kostantakopoulos and Christos V. Konstantakopoulos;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (f)

 	
 a husband and wife
 or former husband or wife or widower or widow of any of the above persons;
 and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (g)

 	
 the estates,
 trusts or legal representatives of any of the above person;.”.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 The following definitions of Clause 1.2 of the Principal Agreement
 shall be deleted
 and replaced by the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  ““A.P. Møeller
 Charterparty” in relation to each Vessel means the
 time charter entered in connection with such Vessel between the Owner thereof
 and A.P. Møller-Maersk A/S, of Denmark, as charterer, with a duration of ten
 (10) years, at a hire of $41,700 (minus 0.5% commission) per day, as amended
 and/or novated from time to time (together the “A.P. Møller Charterparties”);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Corporate
 Guarantee” means the irrevocable and unconditional guarantee
 of the obligations of the Borrowers under this Agreement, the Master
 Agreement and the Security Documents executed or to be executed by the
 Corporate Guarantor in favour of the Bank, in form and 

 


8









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 substance
 satisfactory to the Bank,, as the same may from time to time be amended and/or
 supplemented;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Corporate
 Guarantor” means COSTAMARE
 INC., a company duly incorporated under the laws of the
 Republic of the Marshall Islands, whose registered office is at Trust Company
 Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Earnings Account”
 in relation to each Borrower means an account
 opened or to be opened and maintained in the name of such Borrower with the
 Bank and shall include any sub-accounts or call accounts (whether in Dollars
 or any other currency) opened under the same designation or any revised
 designation or number from time to time notified by the Bank to the Borrowers
 and to which (inter alia) all Earnings of the Vessel owned by such Borrower
 are to be paid in accordance with Clauses 11.5 and 8.9(b) (together, the “Earnings
 Accounts”);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Manager” means COSTAMARE SHIPPING COMPANY S.A.,
 a
 company incorporated in and existing under the laws of the Republic of Panama
 having its registered office at Panama City, Republic of Panama and having an
 office established at 60 Zephyrou Street, Athens, Greece under the Greek laws
 89/67, 378/68, 27/75 and 814/78 (as amended) or such other person as may from
 time to time be approved by the Bank for the purpose of managing the Vessel;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Outstanding
 Indebtedness” means, the aggregate of (a) the Loan
 and interest thereon (and interest on any unpaid interest thereon and on any
 other sums of money on which interest is stated in this Agreement to be
 payable), (b) the Master Agreement Liabilities and (c) all such expenses,
 claims, liabilities, losses, costs, duties, fees, charges or other moneys as
 are stated in this Agreement and the Security Documents to be payable by the
 Borrowers to or recoverable from the Borrowers by the Bank (or in respect of
 which the Borrowers agrees in this Agreement, the Master Agreement and the
 Security Documents to indemnify the Bank) whether actually or contingently,
 presently or in the future together with interest thereon as provided in this
 Agreement and (d) all other sums of money 

 


9









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 from time to time
 owing to the Bank under the Security Documents or any of them whether
 actually or contingently, presently or in the future;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Security
 Documents” means the Mortgage, the General Assignment, the
 Second General Assignment, the Second Mortgage, the Master Agreement Security
 Deed, the Accounts Pledge Agreement, the Corporate Guarantee and any and
 every other document and any other Credit Support Documents (including if the
 context requires this Agreement and the Master Agreement), as may have been
 or shall from time to time after the date of this Agreement be executed to
 guarantee and/or to secure the whole or any part of the Outstanding
 Indebtedness and/or any and all other obligations of the Borrower pursuant to
 this Agreement and/or the Master Agreement and/or the other Security
 Documents;”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Security Party” means each
 of the Borrowers, the Corporate Guarantorand all such other persons (other
 than the Manager) as may from time to time may give guarantees or other
 security to the Bank for the Outstanding Indebtedness (together, the “Security
 Parties”);”;

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 in clause 1.2. of the Principal Agreement the definitions “Collateral
 Guarantee”, “Collateral Mortgage”, “Collateral General Assignment”,
 “Collateral Security Documents”, “Collateral Owners”, “Collateral Vessels”
 shall be deleted and all references to such defined terms in the Principal
 Agreement shall be deleted.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 A new sub-clause (m) is added to Clause 1.3 of the Principal
 Agreement reading as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “(m)

 	
 words and
 expressions defined in the Master Agreement, unless the context otherwise
 requires, when used herein, have the same meaning.”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 the first paragraph of clause 5.3 of the Principal Agreement is
 numbered to 5.3(a) and a new sub-clause 5.3(b) shall be added in the
 Principal Agreement reading as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(b)

 	
 For the avoidance
 of doubt, Clause 5.3(a) does not apply in respect of sums due from the
 Borrowers to the Bank under or in 

 


10









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 connection with
 the Master Agreement as to which sums the provisions of section 2(d)
 (Deduction or Withholding for Tax) of the Master Agreement shall apply.”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 in sub-clause (a) to clause 6.1 of the Principal Agreement the words “as limited liability companies” shall
 be deleted;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vii)

 	
 sub-clause (g) to clause 6.1 of the Principal Agreement shall be
 amended to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(g)

 	
 Shipping Company

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 each of the
 Borrowers and the Manager is a shipping company involved in the owning or, as
 the case may be, managing of ships engaged in international voyages and
 earning profits in free foreign currency;”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (viii)

 	
 new sub-clause (m) to Clause 6.1 of the Principal Agreement shall be
 added reading as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ix)

 	
  “(m)

 	
 Shareholding

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 each Borrower is a
 fully owned Subsidiary of the Corporate Guarantor and 100% of the total
 issued share capital of the Corporate Guarantor is directly or indirectly
 held by the Vasileios Konstantakopoulos Family and post listing at New York
 Stock Exchange or NASDAQ at least 40% of the Corporate Guarantor’s total
 issued share capital shall be directly or indirectly held by the Vasileios
 Konstantakopoulos Family;”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (x)

 	
 Sub-clause (b) to clause 7.2 of the Principal Agreement shall be
 amended to read as follows;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(b)

 	
 unless already
 delivered to the Bank, a copy (certified by the Secretary to be true and
 complete) of resolutions of the Board of Directors of each Borrower to open
 and maintain its Earnings Account and such mandate forms, signature specimen
 cards and other documents as the Bank may require in connection therewith;”

 


11









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xi)

 	
 the introductory paragraph of clause 8 of the Principal Agreement
 shall be amended to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “It is
 hereby undertaken by the Borrowers that, from the date of this Agreement and
 as long as any moneys are due and/or owing and/or outstanding under this
 Agreement, the Master Agreement and/or any of the other Security Documents,
 the Borrowers will:”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xii)

 	
 Sub-clause (a) to clause 8.1 of the Principal Agreement shall be
 amended to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(a)

 	
 Annual financial
 Statements

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 furnish the Bank
 within one hundred and eighty (180) days of the end of each financial year
 with copies of the audited consolidated annual financial statements of the Corporate
 Guarantor (including the Borrowers), prepared in accordance with US-GAAP,
 audited by Ernst & Young or other auditors approved by the Bank, together
 with profit and loss accounts, the first of such statements to be for the
 financial year ending 31st
 December, 2008;”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xiii)

 	
 Sub-clause (b) to clause 8.1 of the Principal Agreement shall be
 amended to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(b)

 	
 Financial
 Information

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 ensure and procure that the Bank be furnished with all accounts and
 financial information concerning the Vessel, the Borrowers and the Corporate
 Guarantor, including, but not limited to, financial standing commitments and
 operations of the Borrowers as the Bank may from time to time reasonably
 require including (without limiting the generality of the foregoing) cash
 flow analyses and details of the operating costs of the Vessels but excluding
 any information containing confidential pricing information or information
 publicly filed pursuant to regulatory requirements;”;

 


12









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xiv)

 	
 At the beginning of sub-clause (e) to clause 8.1 shall be added: “to the extent
 available to the Borrower,”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xv)

 	
 Clause 8.2 of the Principal Agreement shall be deleted;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xvi)

 	
 Sub-clauses (b), (c) and (d) to Clause 8.3 of the Principal Agreement
 shall be amended to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(b)

 	
 No Loans

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 save for intra
 group cash flows, not make any loans or advances to, or any investments in
 any person, firm, corporation, joint venture or other entity including
 (without limitation) any loan or advance to any officer, director,
 stockholder or employee or any other company managed by the Manager directly
 or through the managers of the Vessels;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (c)

 	
 No Dividends

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 not declare or pay
 any dividends or other distribution upon any of the issued shares or
 otherwise dispose of any assets to any of the shareholders of the Borrowers,
 without the prior written consent of the Bank provided however that
 the Borrowers shall be entitled to declare and pay dividends or other
 distributions upon any of the issued shares without the prior written consent
 of the Bank, subject to no Event of Default having occurred and being
 continuing; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (d)

 	
 No Payments

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  (other than
 intra-group cashflows or normal trade credit in the ordinary course of
 business) and except pursuant to this Agreement and the Security Documents
 (or as expressly permitted by the same) not pay out any funds to any company
 or person except in connection with the administration of the Borrowers the
 operation and/or repair of the Vessels or the servicing of the Loan;”;

 


13









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xvii)

 	
 a new sub-clause (e) to 8.3 shall be added in the Principal Agreement
 reading as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(e)

 	
 Derivatives

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 not enter into any
 transaction in a derivative other than under the Master Agreement;”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xviii)

 	
 Sub-clauses (a), (b), (c), (d) and (e) to Clause 8.4 of the Principal
 Agreement shall be amended to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(a)

 	
 Maintenance of
 Business Structure

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 not change the
 nature, organisation and conduct of the business of the Borrowers as owners
 of the Vessels or carry on any business other than the business carried on at
 the date of this Agreement;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (b)

 	
 Maintenance of Legal Structure

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 procure that none
 of the documents defining the constitution of any of the Borrowers shall be
 altered in any manner whatsoever without the prior written consent of the
 Bank, such consent not to be unreasonably withheld;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (c)

 	
 Control

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 ensure that, without
 the prior written consent of the Bank, (i) neither Borrower ceases to be a
 direct fully (100%) owned Subsidiary of the Corporate Guarantor and (ii) the
 Vasileios Konstantakopoulos Family’s direct or indirect holding in the
 Corporate Guarantor falls to less than 100% of the total issued share capital
 of the Corporate Guarantor and after the listing of the Corporate Guarantor
 in the New York Stock Exchange or NASDAQ no change shall be made which may
 result to the Vasileios Konstantakopoulos Family’s direct or indirect holding
 in the Corporate Guarantor falling to less than 40% of the total issued share
 capital of the Corporate Guarantor;”;

 


14









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xix)

 	
 sub-clause (f) to clause 8.4 of the Principal Agreement shall be
 amended to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(f)

 	
 Share capital

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 not purchase or
 otherwise acquire for value any shares of its capital;”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xx)

 	
 Sub-clause (a) to Clause 8.7 of the Principal Agreement shall be
 amended to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(a)

 	
 Ownership/Management/Control

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 ensure that the
 Vessels will maintain their present ownership, management and control;”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xxi)

 	
 Sub-clause (b) to Clause 8.9 of the Principal Agreement shall be
 amended to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(b)

 	
 Earnings

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 ensure and procure
 that, unless and until directed by the Bank otherwise (i) all the Earnings of
 each of the Vessels shall be paid to the respective Earnings Account and (ii)
 the persons from whom the Earnings of each Vessel are from time to time due,
 are irrevocably instructed to pay them to the relevant Earnings Account in
 accordance with the provisions hereof and of the relevant Security Documents;”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xxii)

 	
 clause 8.10 of the Principal Agreement shall be deleted without
 change to the numbering of the rest of sub-clause to Clause 8 of the
 Principal Agreement;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xxiii)

 	
 clause 8.12 of the Principal Agreement shall be deleted;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xxiv)

 	
 sub-clause (i) to Clause 9.2 of the Principal Agreement shall be
 amended to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(i)

 	
 there is any
 change in the legal and/or ultimate beneficial ownership of any of the shares
 of either Borrower or the Corporate Guarantor from that existing on the date
 of this Agreement as set out in clause 6.1(m) save for the necessary 

 


15









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 changes resulting
 from (a) the creation of the new corporate structure of the Group (provided
 that the Vasileios Konstantakopoulos family’s holding (directly or
 indirectly) in the Corporate Guarantor remains to 100% of the total issued
 share capital of the Corporate Guarantor) and (b) the listing of the
 Corporate Guarantor on the New York Stock Exchange or NASDAQ and which
 change, after the listing of the Corporate Guarantor in the New York Stock
 Exchange or NASDAQ may result to the Vasileios Konstantakopoulos family’s
 (direct or indirect) holding in the Corporate Guarantor falling to less than
 40% of the total issued share capital of the Corporate Guarantor; or”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xxv)

 	
 clause 9.4 of the Principal Agreement shall be amended to read as
 follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “9.4

 	
 Cross-default

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 any Indebtedness
 of any Security Party relating to an aggregate amount over $3,000,000 is not
 paid on its due date or within any period of grace specified in the contract
 evidencing the original terms of such Indebtedness or, if repayable on
 demand, shall not be repaid on demand or, being a guarantee, is not honoured
 when first demanded or becomes due or capable of being declared due prior to
 its stated date of payment unless the same is being contested in good faith
 and the Bank is satisfied that the same does not and will not affect the
 performance by the Borrowers (or either of them) of their/its obligations
 under this Agreement and the Security Documents; or”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xxvi)

 	
 sub-clause (b) to clause 9.9 of the Principal Agreement shall be
 amended to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(b)

 	
 by notice to the
 Borrowers declare that the Loan and all interest and commitment commission
 accrued and all other sums payable under this Agreement and the other
 Security Documents, including, but without limitation, all amounts accrued or
 owing 

 


16









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 from the Borrowers
 to the Bank as a result of termination of any existing Transactions under the
 Master Agreement, have become due and payable, whereupon the same shall,
 immediately or in accordance with the terms of such notice, become due and
 payable without any further diligence, presentment, demand of payment,
 protest or notice or any other procedure from the Bank which are expressly
 waived by the Borrowers; and/or

 





	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xxvii)

 	
 Paragraph “Fifthly” to Clause 11.3 of the Principal
 Agreement is re-numbered to “Sixthly” and a new paragraph “Fifthly”
 shall be added in the Principal Agreement reading as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “Fifthly: in or
 towards payment to the Bank of any sum owing under the Master Agreement;”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xxviii)

 	
 the first paragraph of clause 11.4 of the Principal Agreement is
 numbered to 11.4(a) (the sub-paragraphs (a), (b) and (c) shall be re-numbered
 as (i), (ii), (iii) respectively, and a new sub-clause (b) to clause 11.4
 shall be added in the Principal Agreement reading as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “(b)

 	
 Without prejudice
 to its rights hereunder and/or under the Master Agreement, the Bank may at
 the same time as, or at any time after, any Event of Default under this Agreement
 which is continuing or the Borrowers’ default under the Master Agreement, set
 off any amount due now or in the future from the Borrowers to the Bank under
 this Agreement against any amount due from the Bank to the Borrowers under
 the Master Agreement and apply the first amount in discharging the second
 amount. The effect of any set off under this clause 14.1(b)) shall be
 effective to extinguish or, as the case may require, reduce the liabilities
 of the Bank under the Master Agreement.”;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xxix)

 	
 clause 11.5 of the Principal Agreement shall be amended to read as
 follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  “11.5

 	
 Earnings Account

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (a)

 	
 The Borrowers and
 the Corporate Guarantor shall procure that throughout the Security Period all
 the Earnings of each of the 

 


17









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Vessels shall be
 paid to the respective Earnings Account. No sums shall be withdrawn from the
 Earnings Accounts except as hereinafter provided.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (b)

 	
 Subject to Clause 9, all moneys paid to the
 Earnings Accounts after discharging the cost (if any) incurred by the Bank in
 collecting such moneys, shall be applied by the Bank as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  (i)

 	
 in payment of any
 and all sums whatsoever due and payable to the Bank hereunder (such sums to
 be paid in such order as the Bank may in its sole discretion elect); and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  (ii)

 	
 any credit balance
 shall be available to the Borrowers; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 provided, however,
 that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  (aa)

 	
 sums standing to
 the credit of each Earnings Account shall bear interest at the rate the Bank
 customarily pays on deposits in the relevant currency in comparable amounts
 for comparable periods (as conclusively certified by the Bank) and any
 interest accruing thereon shall be paid to the respective Earnings Account;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  (bb)

 	
 nothing herein contained shall be deemed to
 affect the absolute obligation of the Borrowers to repay the Loan and pay
 interest thereon as provided in Clauses 3 and 4.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  (c)

 	
 Each of the
 Borrowers hereby irrevocably and unconditionally authorises the Bank to make
 from its Earnings Account any and all above payments and repayments as and
 when the same fall due or at any time thereafter.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  (d)

 	
 Each of the
 Borrowers, at their own cost and expense, undertake with the Bank to comply
 with or cause to be 

 


18









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 complied with any
 written requirement of the Bank from time to time as to the location or relocation
 of its Earnings Account and will from time to time enter into such
 documentation as the Bank may require in order to create or maintain a security
 interest in such Earnings Account.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  (e)

 	
 Upon the
 occurrence of an Event of Default, which is continuing, or at any time
 thereafter the Bank shall be entitled to set off and apply all sums standing
 to the credit of the Earnings Accounts (or either of them) and accrued
 interest (if any) without notice to the Borrowers in the manner specified in
 Clause 11.3 (and express and irrevocable authority is hereby given by each of
 the Borrowers to the Bank so to set off and apply the same and the Bank shall
 be released to the extent of such set off and application).

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  (f)

 	
 Each of the
 Borrowers hereby jointly and severally covenants with the Bank that its
 Earnings Account shall not be charged, assigned, transferred or pledged
 (other than in favour of the Bank) nor shall there be granted by the
 Borrowers or suffered to arise any third party rights over or against the
 whole or any part of the Earnings Account.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  (g)

 	
 Each Earnings
 Account shall be operated in accordance with Bank’s usual terms and
 conditions (full knowledge of which each of the Borrowers hereby acknowledge)
 and subject to the Bank’s usual charges levied on such accounts and/or
 transactions conducted on such accounts (as from time to time notified by the
 Bank to the Borrowers).

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  (h)

 	
 Upon payment in
 full of all principal, interest and all other amounts due to the Bank under
 the terms of this Agreement and the other Security Documents any 

 


19









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 balance then
 standing to the credit of the Earnings Accounts (or either of them) shall be
 released to the Borrowers or whomsoever else may be entitled to receive such
 balance.”;

 





	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xxx)

 	
 Clause 13 of the Principal Agreement is deleted without affecting the
 numbering of the clauses following such clause 13, which remains unchanged.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

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

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Continuance of Principal Agreement and the
 Security Documents

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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
 Borrowers and the other Security Parties shall continue and remain valid and
 enforceable.

 


20









	
  

 	
  

 
	
 7.

 	
 Release of Manager under the Manager’s
 Guarantee

 
	
  

 	
  

 
	
  

 	
 COSTAMARE
 SHIPPING COMPANY S.A., of
 Panama, in its capacity as Corporate Guarantor and Security Party under the
 Principal Agreement, is hereby fully discharged and released of any and all
 its obligations towards the Bank as Corporate Guarantor of the obligations of
 the Borrowers under the Principal Agreement and it shall no longer be a
 Security Party under the Loan Agreement.

 
	
  

 	
  

 
	
 8.

 	
 Fees and expenses

 
	
  

 	
  

 
	
 8.1

 	
 The Borrowers, jointly and severally, agree to pay to the Bank upon
 demand and from time to time all reasonable and documented costs, charges,
 registration and recording fees, duties and expenses (including legal fees)
 incurred by the Bank in connection with the negotiation, preparation,
 execution and enforcement or attempted enforcement of this Agreement and any
 document executed pursuant thereto and/or in preserving or protecting or
 attempting to preserve or protect the security created hereunder and/or under
 the Security Documents.

 
	
  

 	
  

 
	
 9.

 	
 Miscellaneous

 
	
  

 	
  

 
	
 9.1

 	
 The provisions of Clause 14 (Assignment, Participation, Lending
 Office) and 16.1 (Notices) of the Principal Agreement shall extend
 and apply to this Agreement as if the same were (mutatis mutandis) herein
 expressly set forth.

 
	
  

 	
  

 
	
 9.2

 	
 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.

 
	
  

 	
  

 
	
 10.

 	
 Entire agreement and amendment; Effect on
 Principal Agreement

 
	
  

 	
  

 
	
 10.1

 	
 The Principal Agreement, the 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 party or parties to be bound or
 burdened thereby.

 
	
  

 	
  

 
	
 10.2

 	
 Except to the extent that the Principal Agreement is expressly
 amended or supplemented by this Agreement, all terms and conditions of the
 Principal Agreement remain in full force and effect. This Agreement is
 supplementary to and incorporated in the Principal Agreement, all terms and
 conditions whereof, including, but not limited to, provisions on 

 


21









	
  

 	
  

 
	
  

 	
 payments, calculation of interest and Events of Default, shall apply
 to the performance and interpretation of this Agreement.

 
	
  

 	
  

 
	
 11.

 	
 Applicable law and jurisdiction

 
	
  

 	
  

 
	
 This Agreement shall be governed by and construed in accordance with
 English law. The provisions of Clause 17 of the Principal Agreement shall
 extend and apply to this Agreement as if the same were (mutatis mutandis)
 herein expressly set forth.

 


22





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


THE BORROWERS


	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mr.
 Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 KELSEN SHIPPING CO.

 	
 )

 	
 /s/ Konstantinos Zacharatos

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 






	
  

 	
  

 	
  

 
	
 Witness

 	
 /s/
 Efstratios Kalantzis

 	
  

 
	
 Name:

 	
 Efstratios
 Kalantzis

 	
  

 
	
 Address:

 	
 13 Defteras
 Merarchias Street, Piraeus, Greece

 
	
 Occupation:

 	
 Attorney-at-Law

 	
  

 






	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mr.
 Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 MONTES SHIPPING CO.

 	
 )

 	
 /s/ Konstantinos Zacharatos

 
	
 of Liberia,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 






	
  

 	
  

 	
  

 
	
 Witness

 	
 /s/
 Efstratios Kalantzis

 	
  

 
	
 Name:

 	
 Efstratios
 Kalantzis

 	
  

 
	
 Address:

 	
 13 Defteras
 Merarchias Street, Piraeus, Greece

 
	
 Occupation:

 	
 Attorney-at-Law

 	
  

 



THE NEW CORPORATE GUARANTOR


	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mr.
 Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 COSTAMARE INC.,

 	
 )

 	
 /s/ Konstantinos Zacharatos

 
	
 of the
 Marshall Islands, in the presence of:

 	
 )

 	
 Attorney-in-fact

 






	
  

 	
  

 	
  

 
	
 Witness

 	
 /s/
 Efstratios Kalantzis

 	
  

 
	
 Name:

 	
 Efstratios
 Kalantzis

 	
  

 
	
 Address:

 	
 13 Defteras
 Merarchias Street, Piraeus, Greece

 
	
 Occupation:

 	
 Attorney-at-Law

 	
  

 


23





THE MANAGER


	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mr.
 Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 COSTAMARE SHIPPING COMPANY S.A.,

 	
 )

 	
 /s/ Konstantinos Zacharatos

 
	
 of Panama,
 in the presence of:

 	
 )

 	
 Attorney-in-fact

 






	
  

 	
  

 	
  

 
	
 Witness

 	
 /s/
 Efstratios Kalantzis

 	
  

 
	
 Name:

 	
 Efstratios
 Kalantzis

 	
  

 
	
 Address:

 	
 13 Defteras
 Merarchias Street

 	
  

 
	
  

 	
 185 35
 Piraeus, Greece

 	
  

 
	
 Occupation:

 	
 Attorney-at-Law

 	
  

 



THE BANK



	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mr.
 Gregorios Kondylis and

 	
 )

 	
 /s/ Gregorios Kondylis

 
	
 Mr.
 Constantinos Flokos

 	
 )

 	
 Attorney-in-fact

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 ALPHA BANK A.E.

 	
 )

 	
 /s/ Constantinos Flokos

 
	
 in the
 presence of:

 	
  

 	
 Attorney-in-fact

 






	
  

 	
  

 	
  

 
	
 Witness

 	
 /s/
 Efstratios Kalantzis

 	
  

 
	
 Name:

 	
 Efstratios
 Kalantzis

 	
  

 
	
 Address:

 	
 13 Defteras
 Merarchias Street

 
	
  

 	
 185 35
 Piraeus, Greece

 	
  

 
	
 Occupation:

 	
 Attorney-at-Law

 	
  

 


24