EXHIBIT 10.5


Dated: 23rd April 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 existing Corporate Guarantors


- and-


Alexia Transport Corp.


as New Corporate Guarantor


	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 FIRST 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

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
  

 	
  

 	
 Agreement of
 the Lenders

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
  

 	
  

 	
 Conditions

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
  

 	
  

 	
 Variations
 to the Principal Agreement

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
  

 	
  

 	
 Entire agreement
 and amendment

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
  

 	
  

 	
 Continuance
 of Principal Agreement and the Security Documents

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
  

 	
  

 	
 Continuance
 and reconfirmation of the Guarantees

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
  

 	
  

 	
 Fees and
 expenses

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.

 	
  

 	
  

 	
 Miscellaneous

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.

 	
  

 	
  

 	
 Applicable
 law and jurisdiction

 	
  

 	
 11

 








THIS AGREEMENT is
made this 23rd day of April, 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;

 
	
  

 	
  

 
	
 (6)

 	
 The Corporate Guarantors
 set out in schedule 2, as Corporate Guarantors
 (hereinafter together called the “Existing Corporate Guarantors” and singly
 an “Existing
 Corporate Guarantor”, which expression shall include their
 respective successors in title); and

 
	
  

 	
  

 
	
 (7)

 	
 Alexia Transport
 Corp., a
 company organised and existing under the laws of the Republic of Liberia
 (hereinafter called the “New Corporate Guarantor”, which
 expressions shall include its successors in title, and together with the
 Existing Corporate Guarantors hereinafter called the “Corporate Guarantors” and
 singly a “Corporate Guarantor”)

 



AND IS
SUPPLEMENTAL to a term loan and revolving credit facility agreement dated 22nd
July, 2008 (hereinafter called the “Principal Agreement”) made by and among (1)
Costamare Inc., of the Marshall Islands (therein
and hereinafter referred to as the “Borrower”) as borrower, (2) Deutsche Schiffsbank Aktiengelellschaft (“DSB”),
as joint Arranger, Agent, Swap Bank and Security Agent, (3) UniCredit Bank AG (then named Bayerische Hypo-Und Vereinsbank
Aktiengesellschaft), 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”), 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.


1





WHEREAS:


(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:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the release
 of each of Burton
 Shipping Co. (“Burton”) and Sea Elf Maritime Inc (“Sea Elf”) of its
 obligations under its respective Corporate Guarantee and the Security
 Documents to which each is a party and the release of its Ship; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the
 discharge of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 the first
 preferred ship mortgage (the “Sudan
 Mortgage”) registered in favour of the Lenders over the m/v “MSC SUDAN” registered under the Liberian
 flag in the ownership of Burton; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 the first
 preferred Greek ship mortgage (the “Toba
 Mortgage”) registered in favour of the Lenders over the m/v “MSC TOBA” registered under the Greek
 flag in the ownership of Sea Elf; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 the
 replacement of m/vs “MSC SUDAN” and “MSC TOBA” by the m/v “ZIM PIRAEUS”
 registered under the Hong Kong flag in the ownership of the New Corporate
 Guarantor having Official Number HK-2569 and IMO No. 9280847 (the “Zim
 Piraeus Ship”),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.

 


2









	
  

 	
  

 
	
 1.2

 	
 In addition, in this Agreement the words and expressions specified
 below shall have the meanings attributed to them below: 

 
	
  

 	
  

 
	
  

 	
  “Alexia Account Pledge Agreement” means
 the first priority pledge entered or (as the context may require) to be
 entered into between the New Corporate Guarantor, the Lenders and the Account
 Bank in respect of the Operating Account relative to the Zim Piraeus Ship, in
 form and substance satisfactory to the Agent (acting on the instructions of
 the Lenders); 

 
	
  

 	
  

 
	
  

 	
  “Alexia Corporate Guarantee” means
 the irrevocable and unconditional guarantee given or, as the context may
 require, to be given by the New Corporate Guarantor in favour of the Security
 Agent or the Lenders in form and substance satisfactory to the Agent (acting
 on the instructions of the Lenders); 

 
	
  

 	
  

 
	
  

 	
  “Effective Date” means
 the date, not being later than 30th April, 2010 (or such later
 date as the Lenders may agree) upon which all the conditions contained in
 Clause 4 shall have been satisfied and this Agreement shall become effective;
 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
  “New Security Documents” means
 together the Alexia Account Pledge Agreement, the Alexia Corporate Guarantee,
 the Zim Piraeus Ship Charterparty Assignment, the Zim Piraeus Ship General
 Assignment, the Zim Piraeus Ship Mortgage and the Zim Piraeus Ship Manager’s
 Undertaking(s); 

 
	
  

 	
  

 
	
  

 	
  “Zim Piraeus Ship Charterparty Assignment” means,
 in relation to the Zim Piraeus Ship, the assignment of the Zim Piraeus Ship Existing Charterparty,
 executed or (as the context may require) to be executed by the New Corporate
 Guarantor in favour of the Security Agent, in form satisfactory to the Agent
 (acting on the instructions of the Lenders) and respective notices of any
 such assignment addressed to the Zim Piraeus Ship Charterer (to be served
 upon the occurrence of an Event of Default) and, in such case, endorsed with
 an acknowledgement of receipt by the Zim Piraeus Ship Charterer and/or, at
 the discretion of the Agent, copy of irrevocable instructions of the New
 Corporate Guarantor to the Zim Piraeus Ship Charterer (to be given upon the
 occurrence of an Event of Default) for the payment of the hire to the
 Operating Account of the Zim Piraeus Ship and/or a copy of the relevant
 charter with appropriate irrevocable notation; 

 
	
  

 	
  

 
	
  

 	
  “Zim Piraeus Ship Existing Charterparty” means
 the current time charter in respect of the employment of the Zim Piraeus Ship
 entered into by the New Corporate Guarantor, as owner, and Zim Intergrated
 Shipping Services Ltd (formerly Zim Israel Navigation Co. Ltd.), of Haifa,
 Israel, dated 31st July, 2002 (the “Zim Piraeus Ship Charterer”) (and shall include any addenda
 thereto); 

 


3









	
  

 	
  

 	
  

 
	
  

 	
  “Zim Piraeus Ship General Assignment” means
 the first priority deed of general assignment of the Earnings, Insurances and
 any Requisition Compensation in respect of the Zim Piraeus Ship, to be
 executed by the New Corporate Guarantor in favour of the Security Agent in
 form and substance satisfactory to the Agent (acting on the instructions of
 the Lenders); 

 
	
  

 	
  

 
	
  

 	
  “Zim Piraeus Ship Manager’s Undertaking(s)”
 in relation to the Zim Piraeus Ship means an
 undertaking and letter of subordination executed or (as the context may
 require) to be executed by the relevant Manager in favour of the Security
 Agent or the Lenders in form and substance satisfactory to the Agent (acting
 on the instructions of the Lenders); and 

 
	
  

 	
  

 
	
  

 	
  “Zim Piraeus Ship Mortgage” means
 the first priority Hong Kong ship mortgage and the Deed of Covenant
 supplemental thereto over the Zim Piraeus Ship executed or (as the context
 may require) to be executed by the New Corporate Guarantor in favour of the
 Security Agent or the Lenders in form and substance satisfactory to the Agent
 (acting on the instructions of the Lenders). 

 
	
  

 	
  

 
	
 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 (and will be on the Effective Date) true and correct as if all
 references therein to “this Agreement” were references to the Principal
 Agreement as amended and supplemented by this Agreement. 

 


4









	
  
 	
  
 	
  
 
	
 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,
 each of the New Security Documents 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, the New Security
 Documents and the 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, and each of the New Security Documents on
 the execution thereof will constitute, 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 and the New Security Documents do not, and will not
 contravene any applicable law or 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; 
 
	
  
 	
  
 	
  
 
	
  
 	
 f.
 	
 none of the Borrower and the Corporate Guarantors is and at the
 Effective Date will be in default under any agreement by which it is or will
 be at the Effective Date bound or in respect of any financial commitment, or
 obligation. 
 
	
  
 	
  
 	
  
 


5









	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 Agreement of the Lenders

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.1

 	
 The Creditors 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
 consent to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a.

 	
 the release of each of Burton and Sea Elf of its respective
 obligations under its Guarantee and the Security Documents to which each is a
 party and the release of its Ship; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 b.

 	
 the discharge of the Sudan Mortgage and the Toba Mortgage;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 c.

 	
 the replacement of m/vs “MSC SUDAN”
 and “MSC TOBA” with
 the Zim Piraeus Ship, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 d.

 	
 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 Effective Date 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 each of the Borrower and the New
 Corporate Guarantor and certified and duly legalised copies of the
 resolutions passed at a meeting of the shareholders of the New Corporate
 Guarantor (and of any corporate shareholder thereof) evidencing approval of
 this Agreement and of the New Security Documents 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 and the New Security Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 d.

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

 


6









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 evidence
 that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 i.

 	
 the Zim
 Piraeus Ship is registered in the name of the New Corporate Guarantor through
 the relevant Registry under the laws and flag of Hong Kong and that such Ship
 and its Earnings, Insurances and Requisition Compensation (as each such term
 is defined in the Zim Piraeus Ship General Assignment) are free of
 Encumbrances; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ii.

 	
 the Zim
 Piraeus Ship maintains the Classification referred to in the Zim Piraeus Ship
 Mortgage free of all overdue requirements and overdue recommendations of the
 relevant Classification Society which would lead to the withdrawal of class;
 and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 iii.

 	
 the Zim
 Piraeus Ship is insured in accordance with the provisions of the New Security
 Documents and all requirements of the relevant Security Documents in respect
 of such insurance have been complied with (including without limitation,
 confirmation from the protection and indemnity association or other insurer
 with which the Zim Piraeus Ship is, or is to be, entered for insurance or
 insured against protection and indemnity risks (including oil pollution
 risks) that any necessary declarations required by the association or insurer
 for the removal of any oil pollution exclusion have been made and that any
 such exclusion does not apply to such Ship);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 iv.

 	
 the Zim
 Piraeus Ship Mortgage has been registered against the Zim Piraeus Ship
 through the relevant Registry under the laws and flag of Hong Kong;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 v.

 	
 the
 Operating Account relative to the Zim Piraeus Ship has been opened and duly
 completed mandate forms in respect thereof have been delivered to the Agent; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 vi.

 	
 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;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 each of the
 New Security Documents duly executed by the respective parties thereto and,
 where appropriate, duly registered in favour of the Lenders;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 duly
 executed notices of assignment in the forms prescribed by the relevant New Security
 Documents;

 


7









	
  

 	
  

 	
  

 
	
  

 	
 h.

 	
 a copy of
 the DOC applicable to the Zim Piraeus Ship and of the SMC applicable to each
 Manager certified as true, complete and in effect by the Borrower’s lawyer;

 
	
  

 	
  

 	
  

 
	
  

 	
 i.

 	
 copies of
 such ISM Code Documentation in respect of the Zim Piraeus Ship, as the Agent
 may by written notice to the Borrower have requested not later than two (2)
 days before the Effective Date certified as true and complete in all material
 respects by the Borrower’s lawyer; and

 
	
  

 	
  

 	
  

 
	
  

 	
 j.

 	
 copy of the
 ISSC of the Zim Piraeus Ship issued pursuant to the ISPS Code certified as
 true, complete and in effect by the Borrower’s lawyer;

 
	
  

 	
  

 	
  

 
	
  

 	
 k.

 	
 a letter
 from the New Corporate Guarantor’s agent for receipt of service of
 proceedings referred to in each of the New Security Documents to which the
 New Corporate Guarantor is a party accepting its appointment under each such
 New Security Document;

 
	
  

 	
  

 	
  

 
	
  

 	
 l.

 	
 an opinion
 of the Lenders’ legal advisers on matters of Hong Kong law to the Agent;

 
	
  

 	
  

 	
  

 
	
  

 	
 m.

 	
 an opinion
 of the Lenders’ legal advisers on Liberian Law matters in relation to the New
 Corporate Guarantor;

 
	
  

 	
  

 	
  

 
	
  

 	
 n.

 	
 an opinion
 from insurance consultants to the Agent, on the Insurances effected or to be
 effected in respect of the Zim Piraeus Ship;

 
	
  

 	
  

 	
  

 
	
  

 	
 o.

 	
 a copy,
 certified as a true and complete copy by the Borrower’s Lawyer, of each
 Management Agreement and the Zim Piraeus Ship Existing Charterparty;

 
	
  

 	
  

 	
  

 
	
  

 	
 p.

 	
 such further
 opinions as the Agent may reasonably require; and

 
	
  

 	
  

 	
  

 
	
  

 	
 q.

 	
 such further
 conditions precedent as the Agent may reasonably require.

 
	
  

 	
  

 	
  

 
	
 5.

 	
 Variations to the Principal Agreement

 
	
  

 	
  

 	
  

 
	
 5.1

 	
 In
 consideration of the agreement of the Lenders and the Agent 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.

 	
 The opening
 paragraph of the definition “Ships” in Clause 1.2 of the Principal Agreement
 shall be amended reading as follows:

 


8









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  ““Ships” means together the Tranche A Ships, the Tranche B
 Ships, the Additional Ships and the mlv “ZIM PIRAEUS” referred to in paragraph
 (d) of this definition and “Ship” means any of them as the context may
 require and for the purposes of this Agreement:”;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 A new
 paragraph (d) is added to the definition “Ships” in Clause 1.2 of the
 Principal Agreement reading as follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “(d) the m/v “ZIM PIRAEUS” registered
 under the Hong Kong flag in the ownership of Alexia Transport Corp., of
 Liberia, having Official Number HK-2569 and IMO No. 9280847;”

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 with effect
 from the date hereof all references in the Principal Agreement to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 i.

 	
 “Accounts
 Pledge Agreement” and “Accounts Pledge Agreements” shall be deemed to include
 the “Alexia Account Pledge Agreement”, as herein defined;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ii.

 	
 “Corporate
 Guarantee” and “Corporate Guarantees” shall be deemed to include the “Alexia
 Corporate Guarantee”, as herein defined;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 iii.

 	
 “Charterparty
 Assignment” and “Charterparty Assignments” shall be deemed to include the
 “Zim Piraeus Ship Charterparty Assignment”, as herein defined;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 iv.

 	
 “General
 Assignment” and “General Assignments” shall be deemed to include the “Zim
 Piraeus Ship General Assignment”, as herein defined; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 v.

 	
 “Manager’s
 Undertaking” and “Manager’s Undertakings” shall be deemed to include the “Zim
 Piraeus Ship Manager’s Undertaking(s)”, as herein defined;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 vi.

 	
 “Mortgage”
 and “Mortgages” shall be deemed to include the “Zim Piraeus Ship Mortgage”,
 as herein defined;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 vii.

 	
 “Security
 Party” and “Security Parties” shall be deemed to include the “New Corporate
 Guarantor”, as herein defined;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 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

 


9









	
  
 	
  
 	
  
 
	
  
 	
 e.
 	
 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 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 New Security Documents, 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 existing Corporate Guarantees
 
	
  
 	
  
 	
  
 
	
 8.1
 	
 Each of the
 Existing Corporate Guarantors hereby respectively confirms that,
 notwithstanding the variation to the Principal Agreement contained herein,
 the provisions of each Corporate Guarantee executed by such Existing
 Corporate Guarantor shall remain in full force and effect as guarantee of the
 obligations of the Borrower under the Principal 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.
 
	
  
 	
  
 	
  
 


10










	
  

 	
  

 
	
 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 under the New
 Security Documents 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. 

 


11





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


12






Schedule 1 

The Lenders and their Commitments


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Commitment (US$)

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 	
  

 
	
 Name

 	
  

 	
 Address
 and fax number

 	
  

 	
 Term

 Loan

 Facility

 	
  

 	
 Revolving

 Facility

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 deutsche schiffsbank
aktiengesellschaft

 	
  

 	
 Lending
 Office

 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@schiffsbankcom.

 Attn: International Loans

 	
  

 	
  

 	
 210,000,000

 	
  

 	
  

 	
 90,000,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
   Unicredit Bank AG  

(formerly  Bayerische  
 
Hypo-Und Vereinsbank
Aktiengesellschaft)  

 	
  

 	
 Lending
 Office

 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

 	
  

 	
  

 	
 210,000,000

 	
  

 	
  

 	
 90,000,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CREDIT
 SUISSE AG

 	
  

 	
 Lending
 Office 

 St. Alban-Graben 1, CH-4002
 Basel, 
Switzerland

 Fax No.: 41 61 266 79 39

 e-mail:lydia.lampadaridou@credit-

 suisse.com

 	
  

 	
  

 	
 140,000,000

 	
  

 	
  

 	
 60,000,000

 	
  

 


13









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Commitment (US$)

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 	
  

 
	
 Name

 	
  

 	
 Address
 and fax number

 	
  

 	
 Term

 Loan

 Facility

 	
  

 	
 Revolving

 Facility

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Address
 for Notices 

 St.
 Alban-Graben 1, CH-4002 Basel,
Switzerland
 
Fax No.:
 41 61 266 79 39

 e-mail:meike.maettig@credit-suisse.com

 Attn:Ms. Meike Mättig
e-mail:lydia.lampadaridou@credit-
suisse.com
Arm:
 Ms. Lydia Lampadaridou

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HSH  Nordbank AG  

 	
  

 	
 Lending Office

 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 34121

 Attn: Mr. Jan Herzel

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

 	
  

 	
  

 	
 105,000,000

 	
  

 	
  

 	
 45,000,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fortis Bank S.A./N.V.

 	
  

 	
 Lending
 Office 

 166 Syngrou Avenue, 17671 Athens,

 Greece,

 

 Address for Notices
166 Syngrou Avenue, 17671 Athens,
Greece,

 Fax No.:

 e-mail:dimitris.christacopoulos
©fortis.com
Attn: Mr. Dimitris Christacopoulos

 	
  

 	
  

 	
 35,000,000

 	
  

 	
  

 	
 15,000,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total
 Commitment

 	
  

 	
  

 	
 7000,000,000

 	
  

 	
  

 	
 300,000,000

 	
  

 


14






EXECUTION PAGE


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 THE BORROWER

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mr.
 Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 COSTAMERE 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

 	
  

 	
  

 


15









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
  

 
	
 Mrs.
 Anastasia Kerpinioti and Mr. Pericles Lycoudis

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
  

 	
  

 	 

 
	
 UniCredit Bank AG

 	
 )

 	
 Attorney-in-fact

 
	
 (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

 	
  

 	
  

 


16









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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

 	
  

 	
 )

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
 Authorised 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

 	
 )

 	
  

 
	
 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 

 	
  

 	
  

 	
  

 


17









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 THE EXISTING 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

 	
 )

 	
  

 
	
 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

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 COSTACHILLE 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

 	
  

 	
  

 	
  

 


18









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED by Mr. Konstantinos Zacharatos

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 BURTON 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

 	
 )

 	
  

 
	
 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

 	
  

 	
  

 	
  

 


19









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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 

 	
  

 	
  

 


20








	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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

 	
  

 	
  

 


21









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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

 	
 )

 	
  

 
	
 SEA ELF 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

 	
  

 	
  

 


22









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 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

 	
  

 	
  

 


23









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 THE NEW CORPORATE GUARANTOR

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 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

 	
  

 	
  

 


24






SCHEDULE
2


List
of Existing Corporate Guarantors


Achilleas Maritime Corporation


Angistri Corporation


Costachille Maritime Corporation


Burton Shipping Co.


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


Sea Elf Maritime Inc


Sims Shipping Co.


Takoulis Maritime Corporation and


West End Shipping Co. Ltd.


25