Private &
Confidential


 


	 	Dated 10 April 2013	 


 


SECOND SUPPLEMENTAL AGREEMENT


relating to a


loan of (originally)
US$40,000,000


 


to


ARTFUL SHIPHOLDING S.A.


and


LONGEVITY MARITIME LIMITED


 


provided by


DVB BANK SE


 





 




    	 



    	 



    

 


Contents


 





	Clause	Page
	 	 
	1 	Definitions	1
	 	 
	2 	Agreement of the Bank	3
	 	 
	3 	Amendments to the Existing Documents	3
	 	 
	4 	Representations and warranties	8
	 	 
	5 	Conditions	9
	 	 
	6 	Relevant Parties’
Confirmation	10
	 	 
	7 	Fees and expenses	10
	 	 
	8 	Miscellaneous and notices	11
	 	 
	9 	Applicable law	12
	 	 
	Schedule 1 Documents and evidence required as conditions precedent	14
	 	 
	Schedule 2 “Schedule 1 Form of Compliance Certificate	16




 




    	 



    	 



    

 


THIS SECOND SUPPLEMENTAL AGREEMENT
is dated on 10 April 2013 and made BETWEEN:


 


		(1)	ARTFUL SHIPHOLDINGS S.A., a corporation incorporated in the Republic of the Marshall Islands
with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960
(the “Artful Borrower”);



 


		(2)	LONGEVITY MARITIME LIMITED, a company incorporated in the Republic of Malta with its registered
office at 18/2 South Street, Valetta, VLT 1102, Republic of Malta (the “Longevity
Borrower”; and together with the Artful
Borrower, the “Borrowers”);



 


		(3)	GLOBUS MARITIME LIMITED, a corporation incorporated in the Republic of the Marshall Islands, with its registered office
at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (the “Corporate
Guarantor”);



 


		(4)	GLOBUS SHIPMANAGEMENT CORP., a corporation incorporated in the Republic of the Marshall
Islands, with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Republic of the Marshall Islands MH96960 (the “Manager”);
and



 


		(5)	DVB BANK SE, a banking corporation incorporated and established under the laws of the Federal
Republic of Germany, acting for the purposes of this Agreement through its office at Platz der Republik 6, D-60325 Frankfurt am
Main, Federal Republic of Germany (the “Bank”).



 


WHEREAS:


 


		(A)	this Agreement reflects the terms of an agreement reached between the Bank and the Borrowers during December 2012;



 


		(B)	this Agreement is supplemental to:



 


		(a)	a facility agreement dated 20 June 2011 (the “Original Agreement”) made between (1) the Borrowers as joint
and several borrowers and (2) the Bank as lender, as amended and supplemented by a supplemental letter dated 16 November 2011 (the
“Supplemental Letter”) and a supplemental agreement dated 1 March 2012 (the “First Supplemental Agreement”;
and together with the Original Agreement and the Supplemental Letter, the “Principal Agreement”) whereby the Bank
agreed (inter alia) to make available to the Borrowers, upon the terms and conditions therein contained, a loan of up to $40,000,000;
and



 


		(b)	a corporate guarantee dated 20 June 2011 executed by the Corporate Guarantor in favour of the Bank as amended and supplemented
by the First Supplemental Agreement (together the “Principal Corporate Guarantee”); and



 


		(C)	this Agreement sets out the terms and conditions upon which the Bank shall, at the request of the Borrowers and the Corporate
Guarantor, provide its consent to certain amendments to the terms and conditions applicable to the Principal Agreement and/or the
Principal Corporate Guarantee.



 


NOW IT IS HEREBY AGREED as follows:


 


		1	Definitions



 


		1.1	Defined expressions



 


Words and expressions defined in the
Principal Agreement or the Principal Corporate Guarantee shall unless the context otherwise requires or unless otherwise defined
herein, have the same meanings when used in this Agreement.


 




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		1.2	Definitions



 


In this Agreement, unless the context
otherwise requires:


 


“Artful
Mortgage Amendment” means an amendment to the Artful Mortgage executed or (as the context may require) to be executed
between the Artful Borrower and the Bank under the Second Supplemental Agreement in such form as the Bank may require;


 


“Corporate
Guarantee” means the Principal
Corporate Guarantee as amended and supplemented by this Agreement;


 


“Effective
Date” means the date, no later than 1 9 April 2013, on which the Bank has received the documents and evidence specified
in clause 5 and schedule 1 in a form and substance satisfactory to it;


 


“Existing
Documents” means, together, the Principal Agreement and the Principal Corporate Guarantee and “Existing
Document” means either of them;


 


“Government
Entity” means and includes
(whether having a distinct legal personality or not) any national or local government authority,
board, commission, department, division, organ, instrumentality, court or agency and any association,
organisation or institution of which any of the foregoing is a member or to whose jurisdiction any of the foregoing is subject
or in whose activities any of the foregoing is a participant;


 


“Indebtedness”
means any obligation for the payment or repayment of money, whether as principal or as surety and whether present or
future, actual or contingent;


 


“Loan
Agreement” means the Principal Agreement as amended and supplemented by thisAgreement;


 


“Relevant
Documents” means this Agreement, the Artful Mortgage Amendment and any other document executed by a Relevant Party
in connection with this Agreement; and


 


“Relevant
Parties” means, together, the Borrowers, the Manager and the Corporate Guarantor and “Relevant
Party” means each one of them.


 


		1.3	Existing Documents



 


References in:


 


		(i)	the Principal Agreement to “this Agreement”; and



 


		(ii)	the Principal Corporate Guarantee to “this Guarantee”,



 





shall, with effect from
the Effective Date and unless the context otherwise requires, be references to the Principal Agreement and the Principal Corporate
Guarantee, respectively, as amended by this Agreement and words such as “herein”, “hereof’, “hereunder”,
“hereafter”, “hereby” and “hereto”,
where they appear in the Principal Agreement and/or the Principal Corporate Guarantee shall be construed accordingly.


 


		1.4	Headings



 


Clause headings and the table of contents
are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.


 




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		1.5	Construction of certain terms



 


In this Agreement, unless the context
otherwise requires:


 


		1.5.1	references to clauses and schedules are to be construed as references to clauses of, and schedules to, this Agreement and references
to this Agreement includes its schedules;



 


		1.5.2	references to (or to any
specified provision of) this Agreement or any other document shall be construed as references to this Agreement, that provision
or that document as in force for the time being and as amended in accordance with terms thereof, or, as the case may be, with
the agreement of the relevant parties;



 


		1.5.3	references to a “regulation” include any present or future regulation, rule, directive, requirement, request
or guideline (whether or not having the force of law) of any agency, authority, central bank or government department or any self-regulatory
or other national or supra-national authority;



 


		1.5.4	words importing the plural shall include the singular and vice versa;



 


		1.5.5	references to a time of
day are to London time;



 


		1.5.6	references to a person shall
be construed as references to an individual, firm, company, corporation, unincorporated body of persons or any Government Entity;



 


		1.5.7	references to a “guarantee” include references to an indemnity or other assurance
against financial loss including, without limitation, an obligation to purchase assets or services as a consequence of a default
by any other person to pay any Indebtedness and “guaranteed” shall
be construed accordingly; and



 


		1.5.8	references to any enactment shall be deemed to include references to such enactment as reenacted, amended or extended.



 


		2	Agreement of the Bank



 


		2.1	The Bank, relying upon the
representations and warranties on the part of the Relevant Parties contained in clause 4 and subject to the terms and conditions
of this Agreement and in particular, but without prejudice to the generality of the foregoing, fulfilment on or before 19 April
2013 of the conditions contained in clause 5 and schedule 1, agrees to the amendments to the Existing Documents on the terms set
out in clause 3.



 


		3	Amendments to the Existing Documents



 


		3.1	Amendments to the Principal Agreement



 


The Principal Agreement shall, with
effect on and from the Effective Date, be (and is hereby) amended in accordance with the following provisions (and the Principal
Agreement (as so amended) will continue to be binding upon each of the parties hereto upon such terms as so amended):


 


		3.1.1	by deleting in clause 1.2 of the Principal Agreement the definitions of “Artful
Mortgage”, “LlBOR”
and “Security Requirement”
and by inserting in their respective places the following new definitions of “Artful Mortgage”, “LlBOR”
and “Security Requirement”: 



 


““Artful
Mortgage” means the first preferred Marshall
Islands mortgage of the Artful Ship dated 22 June 2011 executed by the Artful Borrower in favour of the Bank, as amended by the
Artful Mortgage Amendment;


 




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“LIBOR”
means, in
relation to any amount and for any period,
the offered rate (if any) for deposits of Dollars
for such amount and for such period which is:


 


		(a)	the rate for such period
as displayed on Reuters page LlBOR01 (British Bankers’ Association Interest Settlement Rates) (or such other page as may replace
such page LlBOR01 on such system or on any other system of the information vendor for the time being designated by the British
Bankers’ Association to calculate the BBA Interest Settlement Rate (as defined in the British Bankers’ Association’s Recommended
Terms and Conditions (“BBAIRS” terms) applicable at the relevant time) at or about 11 :00 a.m. on the Quotation Date
for such period; or



 


		(b)	if on such date no such rate is displayed on the Reuters screen or the Reuters screen is not operating
at the relevant time, the rate quoted by the Bank as the Bank’s offered rate for deposits of Dollars in an amount approximately
equal to the amount in relation to which LIBOR is to be determined for a period equivalent to such period to prime banks in the
London Interbank Market at or about 11:00 a.m. on the Quotation Date for such period (or, if the Bank shall have made a determination
pursuant to clause 3.6, such later time (not being later than 1:00 p.m. on
the first day of such period) as the Bank may determine), 



 


provided however that if the rate
determined pursuant to paragraph (a) or paragraph (b) above is lower than zero (0), then LlBOR shall be zero (0);


 


“Security
Requirement” means the amount in Dollars (as certified by the Bank whose certificate shall,
in the absence of manifest error, be conclusive
and binding on the Borrowers) which is at any relevant time:


 


		(a)	during the period commencing on the day of this Agreement and ending on 30 December 2012, one hundred and twenty per cent (120%)
of the Loan minus any amount standing to the credit of the Operating Accounts or, as the case may be, Minimum Liquidity Accounts
up to $1,000,000 in aggregate at that time; and



 


		(b)	during the period commencing on 31 December 2012 and ending on 31 March 2014, one hundred and seven per cent (107%) of the
Loan minus any amount standing to the credit of the Minimum Liquidity Accounts up to $1,000,000 in aggregate at that time; and



 


		(c)	after 31 March 2014, one hundred and thirty per cent (130%) of the Loan minus any amount standing
to the credit of the Minimum Liquidity Accounts up to $1,000,000
in aggregate at that time;”;



 


		3.1.2	by inserting in clause 1.2
of the Principal Agreement the following new definitions of “Agreed Expenses”,
“Artful Mortgage Amendment”,
“Calculation Period”, “Capital Expenditure”, “Debt
Service”, “Excess Cash”, “Permitted
Capital Expenditure”, “Revision
Period” and “Second Supplemental Agreement”
in the correct alphabetical order:



 


““Agreed
Expenses” means, in relation to a Calculation
Period and a Borrower and its Ship, the total voyage and operating
expenses and costs (including, without limitation,
maintenance
cost, crew
wages, insurance cost and management fees), administrative
costs and
dry-docking
costs and the total
cost of any intermediate or special survey, all incurred and paid
by that Borrower
for that Ship during
such Calculation Period, all as shown in the then latest
financial statements
of that Borrower for such Calculation Period;


 


“Artful
Mortgage Amendment” means an amendment to the Artful Mortgage executed or (as the context may require) to be executed
between the Artful Borrower and the Bank under the Second Supplemental Agreement in such form as the Bank may require;


 


“Calculation
Period” means each quarter of each financial year
of the Corporate Guarantor falling wholly or partly after the Effective Date (as such term is defined in the Second Supplemental
Agreement);


 




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“Capital
Expenditure” means expenditure on the acquisition, construction, development or improvement of an asset which would
be treated as capital expenditure in accordance with the Applicable Accounting Principles;


 


“Debt
Service” means, in
relation to a Calculation Period and a Borrower and its Ship, the amount in Dollars which is equal to amounts paid by the Borrowers
during such Calculation Period on account of:


 


		(a)	interest on the Advance relevant to such Ship; plus



 


		(b)	repayment instalments of the Advance relevant to such Ship under clause 4.1 and all other sums
payable by the Borrowers to the extent they relate to that Ship
and that Borrower under this Agreement and the other Security Documents; plus



 


		(c)	fees due from the Borrowers to the Bank pursuant to the terms of the Loan Agreement,



 


in each case as shown
in the then latest financial statements of that Borrower for such Calculation Period;


 


“Excess
Cash” means, in relation
to a Calculation Period and a Borrower and its Ship, the
amount in Dollars (calculated by the Bank in its sole discretion
pursuant to clause 8.4) which is equal to:


 


		(a)	the Earnings of such Ship during such Calculation Period, as shown in the then latest financial statements of that Borrower
for such Calculation Period, minus



 


		(b)	the Debt Service for such Borrower and its Ship for such Calculation
Period, minus



 


		(c)	the Agreed Expenses for such Borrower and its Ship for such Calculation Period;



 


“Permitted
Capital Expenditure” means any Capital Expenditure:


 


		(a)	which a Borrower is required to incur in respect of the Ships by any law or regulation; or



 


		(b)	incurred in the ordinary course of business for the normal maintenance of a Ship; or



 


		(c)	which following request
by a Borrower the Bank agrees to designate as “Permitted
Capital Expenditure” for the purposes of this Agreement;



 


“Revision
Period” means the period
commencing on 31 December 2012 and 31 March 2014;


 


“Second
Supplemental Agreement” means the supplemental agreement dated 10 April 2013 made
between the Borrowers, the Manager, the Corporate Guarantor and the Bank supplemental to this Agreement;”;


 


		3.1.3	by inserting the words “or
clause 8.4” after the words “clause 8.2.1 (a)”
in the first line of clause 4.5.4 of the Principal Agreement;



 


		3.1.3	by inserting the following new clause 8.3.17 immediately after clause 8.3.16
of the Principal Agreement:



 


		“8.3.17	during
the Revision Period incur any Capital Expenditure other than Permitted Capital Expenditure;”;



 


		3.1.5	by inserting the words “(save for clause 8.3.17)” after the words “with the Bank that,” in the first line
of clause 8.3 of the Principal Agreement;



 


		3.1.6	by renumbering the existing clauses 8.3.17,
8.3.18 and 8.3.19
of the Principal Agreement to clauses 8.3.18,
8.3.19 and clause 8.3.20 respectively;



 




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		3.1.7	by adding in the Principal Agreement the following new clause 8.4:



 


		“8.4	Excess
Cash recapture



 


		8.4.1	During the period commencing on the day of the Effective Date (as such term is defined in the Second Supplemental Agreement)
and ending on the last day of the Security Period, the Bank shall, in relation to each Calculation Period and each Borrower, calculate
the amount of the Excess Cash of the relevant Borrower and its Ship for such Calculation Period upon receipt of the unaudited financial
statements of that Borrower in relation to such Calculation Period.



 


		8.4.2	If, and only if, (a) following a calculation the Bank determines the Excess Cash of a Borrower for a Calculation Period to
be a positive figure and (b) the Bank determines that the Security Value is less than 130% of the Loan on the last day of such
Calculation Period, then the Bank shall notify such Borrower accordingly and of the amount of such Excess Cash.



 


		8.4.3	Following each such notification of Excess Cash in respect of a Calculation Period, the Borrowers shall prepay to the Bank
such part of the Loan as is equal to that notified amount of Excess Cash.



 


		8.4.4	Each prepayment under clause 8.4.3 shall be made no later than the first Interest Payment Date
of either Advance falling immediately after such notification.



 


		8.4.5	If at any time following the submission of the unaudited financial statements of a Borrower to the Bank under this Agreement
in respect of a financial year, the Bank calculates the Excess Cash in respect of a Borrower and a Calculation Period falling during
the Revision Period and finds such Excess Cash to be higher than the Excess Cash for that Borrower previously calculated for that
same Calculation Period by reference to the quarterly unaudited financial statements of that Borrower, then the Bank may notify
the Borrowers of the difference, and the Borrowers shall make a prepayment of the Loan relevant to that Ship equal to the difference.
The prepayment shall be made on the next Interest Payment Date falling immediately after such notification.”; and



 


		3.1.8	by deleting clause 8.1.5 of the Principal Agreement in its entirety and by inserting in its place the following new clause
8.1.5:



 


		“8.1.5	Financial
statements



 


prepare or cause to be prepared:


 


		(a)	unaudited financial statements of
each Borrower in accordance with the Applicable Accounting
Principles consistently applied in respect of each quarter
of each financial year of such Borrower (namely,
each 3-month period
ending on 31 March, 30 June,
30 September and 31 December
of each calendar year), certified as to their accuracy by two (2) directors of the relevant
Borrower;



 


		(b)	unaudited financial statements of each Borrower in accordance with the Applicable Accounting Principles consistently applied
in respect of each financial year (namely, each 12-month period ending on 31 December of each calendar year), certified as to their
accuracy by two (2) directors of the relevant Borrower;



 


		(c)	consolidated financial statements
of the Group in accordance with the Applicable Accounting Principles consistently applied
in respect of each financial year (namely, each
12-month period ending on 31 December of each calendar year)
and cause the same to be reported
on by the Group’s auditors; and



 


		(d)	unaudited balance sheet and profit and loss accounts of the Group in accordance with the Applicable
Accounting Principles consistently applied in



 




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respect of each quarter
of each financial year (namely, each 3-month period ending
on 31 March, 30 June, 30 September and 31 December of each calendar year),


 


together
with (A) details of all off-balance sheet
and time-charter commitments of the relevant Borrower or, as the case may be, the
Group and (B) a calculation of the amount of the Excess Cash of each Borrower and its Ship in relation to each Calculation Period
falling in the relevant financial period and, in each case, deliver as many copies of the same as the Bank may reasonably require
as soon as practicable but not later than :


 


		(i)	in the case of audited financial statements of the Group, one hundred and eighty (180) days after the end of the financial
year to which they relate;



 


		(ii)	in the case of unaudited financial statements of the Group, ninety (90) days after the end of the financial period to which
they relate; and



 


		(iii)	in the case of unaudited financial statements of a Borrower,
thirty (30) days after the end of the financial period to which they relate;”.



 


		3.2	Amendments
to the Principal Corporate Guarantee



 


The Principal
Corporate Guarantee shall with effect on and from the Effective Date, be (and is hereby) amended (and the Principal Corporate
Guarantee (as so amended) will continue to be binding upon each of the parties hereto upon such terms as so amended):


 


		3.2.1	by inserting in clause 1.2 of the Principal Corporate Guarantee the following new definition of
“Revision Period” in the correct alphabetical order:



 


““Revision Period”
means the period commencing on 31 December 2012 and ending on 31 March 2014 (both dates inclusive);”;


 


		3.2.2	by
deleting clause 5.2.6 of the Principal Corporate Guarantee in
its entirety and by inserting in its place the following new clause 5.2.6:



 


		“5 .2.6	Share
capital and distribution



 


without prejudice to clause
5.3, declare or pay any dividends or distribute any of
its present or future assets, undertakings, rights or revenues to any of its shareholders Provided however that the
Guarantor may:


 


		(a)	at all times other than the Revision Period, declare or pay cash dividends to its shareholders if no Event of Default shall
have occurred and is continuing at the time of declaration or payment of such dividends or would occur as a result of the declaration
or payment of such dividends; and



 


		(b)	at all times declare or pay cash dividends to its shareholders holding preference shares of an aggregate amount not exceeding
$500,000 per financial year;”;



 


		3.2.3	by deleting clause 5.3.1
of the Principal Corporate Guarantee in its entirety and by inserting in its place the following new clause 5.3.1:



 


		“5.3.1	Minimum Liquidity



 


the aggregate amount of Cash held by
the Group on a consolidated basis shall:


 


		(a)	at all times during the
Security Period (other than the Revision Period), be not less than the lower of (a) $’1 0,000,000
and (b) $1,000,000 per Fleet Vessel; and



 


		(b)	at all times during the Revision Period, be
not less than $5,000,000.”;



 




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		3.2.4	by deleting clause 5.3.2 of the Principal Corporate Guarantee in
its entirety and by inserting in its place
the following new clause 5.3.2:



 


		“5.3.2	Tangible
Net Worth



 


the Tangible Net Worth shall:


 


		(a)	at all times during the Security Period (other than the Revision Period) be not less
than $50,000,000; and



 


		(b)	at all times during the Revision Period, be not less
than $20,000,000; and”;



 


		3.2.5	by deleting clause 5.3.3 of the Principal Corporate Guarantee in its
entirety and by inserting in its place
the following new clause 5.3.3:



 


		“5.3.3	Leverage



 


the ratio of the Market Value Adjusted
Total Assets minus the Total Liabilities to the Market Value Adjusted Total Assets shall:


 


		(a)	at all times during the Security Period (other than the Revision Period), be not less than 0.35:1.00; and



 


		(b)	at all times during the Revision
Period, be not less than 0.15:1.00.”;
and



 


		3.2.6	by replacing schedule 1 of the Principal Corporate Guarantee with schedule 2 attached hereto.



 


		3.3	Continued force and effect



 


Save as amended by this
Agreement, the provisions of each of the Existing Documents and the other Security Documents shall continue in
full force and effect and each of the Existing Documents and this Agreement shall be read and
construed as one instrument.


 


		4	Representations and warranties



 


		4.1	Primary representations and warranties



 


Each of the Relevant Parties represent
and warrant to the Bank that:


 


		4.1.1	Existing representations and warranties



 


the representatiohs
and warranties set out in clause 7 of the Original Agreement,
clause 4 of the First
Supplemental Agreement, clause 4 of the Principal Corporate
Guarantee and clause 4 of each Manager’s Undertaking
were true and correct on the date of the
relevant document and are true and correct, including to
the extent that they may have been or shall be amended by this Agreement, as
if made at the date of this
Agreement with reference to the facts and circumstances existing at such date;


 


		4.1.2	Corporate power



 


it has power to execute,
deliver and perform its obligations under each Relevant
Document to which it is or will become, a party; all necessary
corporate, shareholder and other action has been taken
by it to authorise the execution, delivery and performance of each Relevant Document to which it is or will become, a party;


 


		4.1.3	Binding obligations



 


this Agreement and the
other Relevant Documents to which it is, or will become,
a party constitute its valid and legally binding obligations enforceable in accordance
with its terms;


 




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		4.1.4	No conflict with other obligations



 


the
execution, delivery and performance of each Relevant Document to which it is, or
will become, a party by such Relevant Party will not (i) contravene any existing law, statute, rule or regulation or any judgment,
decree or permit to which such Relevant Party is subject, (ii) conflict with, or result in any breach of any of the terms of, or
constitute a default under, any agreement or other instrument to which such Relevant Party is subject or by which it or any of
its property is bound or (iii) contravene or conflict with any provision of the constitutional documents of such Relevant Party
or (iv) result in the creation or imposition of or oblige such Relevant Party to create any Encumbrance on any of its undertakings,
assets, rights or revenues;


 


		4.1.5	No filings required



 


save
for the registration of the Artful Mortgage Amendment through the relevant Registry, it is not necessary to ensure the legality,
validity, enforceability or admissibility in evidence of
each Relevant Document to which it is, or will become, a
party that it or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere
in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or
in relation to such Relevant Document and each Relevant Document to which it is, or will become, a party is in proper form for
its enforcement in the courts of each Relevant Jurisdiction;


 


		4.1.6	Choice of law



 


the choice of
English law to govern the Relevant Documents (other than the Artful Mortgage Amendment), the choice of Marshall Islands law to
govern the Artful Mortgage Amendment and the submission by such Relevant Party to the non-exclusive jurisdiction of the English
courts are valid and binding; and


 


		4.1.7	Consents obtained



 


every
consent, authorisation,
licence or approval of, or registration or declaration to,
governmental or public bodies or authorities or courts required by such Relevant Party in connection
with the execution, delivery, validity, enforceability or admissibility in evidence of each Relevant Document to which it is, or
will become, a party or the performance by such Relevant Party of its obligations under each Relevant Document to which it is,
or will become, a party has been obtained or made and is in
full force and effect and there has been no default in the observance of any conditions or restrictions (if any) imposed in, or
in connection with, any of the same.


 


		4.2	Repetition of representations and warranties



 


Each
of the representations and warranties contained in clause 4.1 of this Agreement and clause 7 of the Principal Agreement, clause
4 of the Principal Corporate Guarantee and clause 4 of each Manager’s Undertaking shall be deemed to be repeated by each Relevant
Party (in respect of each document that each is a party to) on the Effective Date as if made with reference to the facts and circumstances
existing on such day.


 


		5	Conditions



 


		5.1	Documents and evidence



 


The agreement
of the Bank referred to in clause 2 shall be subject to the receipt by the Bank or its duly authorised representative of the documents
and evidence specified in schedule 1 in form and substance satisfactory to the Bank.


 




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		5.2	General conditions precedent



 


The agreement of the Bank
referred to in clause 2 shall be further subject to:


 


		5.2.1	the representations and
warranties in clause 4 being true and correct on the Effective Date as if each was made with respect to the facts and circumstances
existing at such time; and



 


		5.2.2	no Default having occurred
and continuing at the time of the Effective Date.



 


		5.3	Waiver of conditions precedent



 


The
conditions specified in this clause 5 are inserted solely for the benefit of the Bank and may be waived by the Bank in whole or
in part with or without conditions.


 


		6	Relevant Parties’ Confirmation



 


Each of the Relevant
Parties acknowledges and agrees, for the avoidance of doubt, that:


 


		6.1	each of the Security Documents
to which it is a party, and its obligations thereunder, shall remain in full force and effect notwithstanding the amendments made
to the Principal Agreement and the Principal Corporate Guarantee by this Agreement; and



 


		6.2	with effect from the Effective
Date, references to “the
Agreement” or
“the Loan Agreement”
or “the
Corporate
Guarantee” in
any of the other
Security
Documents to
which it
is a party shall henceforth
be references
to the Principal
Agreement and
the Principal Corporate
Guarantee
as each is
amended
and/or
supplemented by this
Agreement
and as from time
to time
hereafter
amended and/or
supplemented and shall also
be deemed
to include
the obligations
of the Borrowers hereunder.



 


		7	Fees and expenses



 


		7.1	Fees



 


The
Borrowers agree, jointly and severally, to pay to the Bank,
a fee of $16,140 on the date of this Agreement. Such fee shall be non-refundable.


 


		7.2	Expenses



 


The
Borrowers agree to pay to the Bank on a full indemnity basis on demand all expenses (including legal and out-of-pocket
expenses) incurred by the Bank:


 


		7.2.1	in connection with the negotiation,
preparation, execution and, where relevant,
registration of the Relevant Documents and of any amendment or extension of, or the granting
of any waiver or consent under, any of the Relevant Documents; and



 


		7.2.2	in contemplation of, or otherwise in connection
                                                                                                                                                                                                                             with, the enforcement of, or preservation of any
                                                                                                                                                                                                                             rights under any of the Relevant Documents or otherwise in respect of the monies owing and obligations incurred under any of
                                                                                                                                                                                                                             the Relevant Documents,

                                                                                                                                                                                                                              

                                                                                                                                                                                                                             together with interest at the rate referred to in clause 3.4 of the Principal Agreement from the date on which such expenses were incurred to the date of payment (as well after as before judgement).




 


		7.3	Value Added Tax



 


All
fees and expenses payable pursuant to this clause 7 shall be paid together with value added tax or any similar tax (if any) properly
chargeable thereon.


 




    	10



    	 



    

 


		7.4	Stamp and other duties



 


The
Borrowers agree to pay to the Bank on demand all stamp, documentary,
registration or other like duties or taxes (including any duties or taxes payable by the Bank)
imposed on or in connection with any of the Relevant Documents and shall indemnify
the Bank against any liability arising by reason of any
delay or omission by the Borrowers to pay such duties or taxes.


 


		8	Miscellaneous and notices



 


		8.1	Notices



 


Every notice,
request, demand or other communication under this Agreement shall:


 


		8.1.1	be in writing,
delivered personally or by first-class prepaid letter (airmail if available) or telefax or other means of telecommunication in
permanent written form;



 


		8.1.2	be deemed to have been received, in the case of a letter,
when delivered personally or three (3) days after it has been put into the post and,
in the case of a facsimile transmission or other means of telecommunication in permanent written
form, at the time of despatch (provided that if the date
of despatch is not a business day in the country of the
addressee or, if the time of despatch is after the close of business in the country of the addressee, it shall be deemed to have
been received at the opening of business on the next such business day); and



 


		8.1.3	be sent:



 


		(a)	if to the Relevant Parties or any of them:



 


c/o
Globus Shipmanagement Corp.


128 Vouliagmenis
Avenue


166 74
Glyfada


Greece


 


Fax
No:           +30
210 960 8352


Attention:
      Mr George Karageorgiou


 


		(b)	if to the Bank at:



 


For
credit matters:


 


DVB
Bank SE, Frankfurt


Platz der Republik
6


D-60325 Frankfurt
am Main


Federal Republic
of Germany


 


Fax
No: 
         +49 69 9750 4526


Attention:       LAM
Frankfurt


 


with
a copy to:


 


DVB Bank SE


Representative
Office Greece


95 Akti Miaouli


185 38 Piraeus


Greece


 


Fax
No:       +30
210 455 7420


Attention
:   Dry Bulk Group


 




    	11



    	 



    

 


For Loan Administration
Matters:


 


DVB Bank SE


Park House


6th Floor


16-18 Finsbury
Circus


London EC2M 7EB


England


 


Fax No:
       +44 207 256 4352


Attention:
    LAM London


 


		8.2	Counterparts



 


This Agreement
may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed
and delivered shall be an original but all counterparts shall together constitute one and the same instrument.


 


		8.3	Relevant Parties’ obligations



 


Each
of the Relevant Parties being party to this Agreement agrees and consents to be bound by this
Agreement notwithstanding that any other Relevant Party which was
intended to sign or be bound may not do so or be effectually
bound and notwithstanding that this
Agreement may be invalid or unenforceable against any of the
other Relevant Parties whether or not the deficiency is known to
the Bank. The Bank shall be at liberty to release any
of the Relevant Parties from this Agreement and
to compound with or otherwise vary the liability or to grant time and indulgence
to make other arrangements with any of the Relevant Parties
without prejudicing or affecting the rights
and remedies of the Bank against the other Relevant Parties.


 


		9	Applicable law



 


		9.1	Law



 


This Agreement
and any non-contractual obligations connected with it are governed by, and shall be construed in accordance with, English law.


 


		9.2	Submission to jurisdiction



 


Each
of the Relevant Parties agrees, for the benefit of the Bank, that any legal action or proceedings
arising out of or in
connection with this Agreement (including any legal action or proceedings arising out
of or in connection with any non-contractual obligations connected with it) against any of
its assets may be brought in the English courts.
Each of the Relevant Parties irrevocably and
unconditionally submits to the jurisdiction of such courts and irrevocably designates, appoints
and empowers Messrs Saville & Co at present of One Carey
Lane, EC2V 8AE, London,
England to receive for it
and on its behalf,
service of process issued out
of the English courts in any such legal action or proceedings.
The submission to such jurisdiction shall not (and shall not be construed so as to) limit the
right of the Bank to take proceedings against any of the Relevant
Parties in the courts of any other competent jurisdiction
nor shall the taking of proceedings in anyone
or more jurisdictions preclude the taking of proceedings
in any other jurisdiction,
whether concurrently or not. Each of the Relevant Parties further agrees that only the courts
of England and not those of
any other state shall have jurisdiction
to determine any claim which any of the Relevant
Parties may have against the
Bank arising out of
or in connection with this Agreement and/or any non-contractual
obligations connected
with it.


 


		9.3	Contracts (Rights of Third Parties) Act 1999



 


No term of this
Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.


 




    	12



    	 



    

 


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


 




    	13



    	 



    

 


Schedule 1


Documents and evidence
required as conditions precedent


 


(referred
to in clause 5.1)


 


		1	Corporate authorisations



 


In
relation to each of the Relevant Parties:


 


		(a)	Constitutional documents



 


copies
certified by an officer of each of the Relevant
Parties, as a true, complete
and up to date copies, of
all documents which contain or
establish or
relate to the
constitution of that
party or a secretary’s certificate confirming
that there have
been no changes or
amendments to the constitutional documents certified
copies of
which were
previously
delivered to the Bank pursuant to the Principal
Agreement;


 


		(b)	Resolutions



 


copies
of resolutions of each of its board of directors and, if required following advice by the Bank’s counsel, its shareholders
approving this Agreement and the other Relevant Documents and the terms and conditions hereof and thereof and authorising the
signature, delivery and performance of each such party’s obligations thereunder, certified (in a certificate dated no earlier
than five (5) Banking Days prior to the date
of this Agreement) by an officer of such Relevant Party
as:


 


		(1)	being true and correct;



 


		(2)	being duly passed at meetings of the directors of such Relevant Party and, as the case may be,
of the shareholders of such Relevant Party each duly convened and held;



 


		(3)	not having been amended, modified
or revoked; and



 


		(4)	being
in full force and effect,




 


together with originals or certified copies
of any powers of attorney issued by any party pursuant to such resolutions; and


 


		(c)	Certificate of incumbency



 


a
list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate
dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant
Party to be true, complete
and up to date;


 


		2	Consents



 


a
certificate (dated no earlier than five (5)
Banking Days
prior to
the date of
this Agreement)
from an officer of each of the Relevant Parties
stating that no consents,
authorisations,
licences or
approvals are necessary for such Relevant Party
to authorise,
or are required
by each of
the Relevant Parties or any other party (other than the
Bank) in connection
with, the
execution,
delivery, and performance of this Agreement and the other
Relevant
Documents
to which such Relevant
Party is or is to be a party;


 




    	14



    	 



    

 


		3	Legal opinions



 


such legal opinions
in relation to the laws of the Republic of Malta and the Republic of the Marshall Islands and any other legal opinions as the Bank
shall in its absolute discretion require;


 


		4	Prepayment



 


evidence
that the amount of $1,000,000 has been prepaid in accordance with clause 8.2.1
(a) of the Principal Agreement;


 


		5	Fees



 


evidence that
any fees due from the Borrowers to the Bank pursuant to the terms of clause 7.1 have been paid in full;


 


		6	Artful Mortgage Amendment registration



 


evidence that
the Artful Mortgage Amendment has been registered against the Artful Ship through the relevant Registry under the laws and flag
of the relevant Flag State;


 


		7	Process agent



 


a letter from
each Relevant Party’s agent for receipt of service of proceedings accepting its appointment under this Agreement as such Relevant
Party’s process agent; and


 


		8	Other matters



 


such other matters
or favourable opinions as the Bank may require.


 




    	15



    	 



    

 


Schedule 2


 


“Schedule 1


 


Form of Compliance Certificate


 


	To:	DVB BANK SE	 
	 	 	 
	From:	GLOBUS MARITIME LIMITED	 
	 	ARTFUL SHIPHOLDING S.A.	 
	 	LONGEVITY MARITIME LIMITED	 


 


Dated:
[·]


 


US$40,000,000
Loan - Loan Agreement dated [·]
2011 - Corporate Guarantee dated [e] 2011 (the “Corporate Guarantee”)


 


Terms defined in the Loan
Agreement and the Corporate Guarantee shall have the same meaning when used herein.


 


We refer
to clause 5.3 of the Corporate Guarantee and hereby certify
that, as at [insert date of accounts]
and on the date hereof:


 


		1	Financial covenants



 


		(a)	the Cash of the Group on a consolidated basis is $[—], calculated as shown in [Appendix A] versus
the required amount of $[—];



 


		(b)	the Tangible Net Worth is $[—], calculated as shown in [Appendix B] versus the required amount
of $[—]; and



 


		(c)	the ratio of Market Value Adjusted Total Assets minus Total Liabilities to Market Value Adjusted
Total Assets is [—], calculated as shown in [Appendix C] versus the required minimum ratio of [—] [.][,] 



 


[and we hereby confirm
that the above comply with the provisions of clause 5.3 of the Corporate Guarantee.]


 


		2	Minimum Liquidity



 


We
further refer to clause 8.1.16 of the Loan Agreement and
hereby certify that on the date hereof:


 


		(a)	the amount standing to the credit of the Artful Operating Account
is $[—], as evidenced by the bank statement of the Account
Bank [shown in Appendix D], versus the required minimum amount of $500,000; and



 


		(b)	the amount standing to the credit of the Longevity Operating Account is $[—], as evidenced by the
bank statement of the Account Bank [shown in Appendix E], versus the required minimum amount of $500,000.



 




    	16



    	 



    

 


		3	Security Requirement



 


We
further refer to clause 8.2.1 of the Loan Agreement and
hereby certify that, as at [insert date of valuation] and on the date hereof:


 


		(a)	the Security Value is in the amount of $[—],
calculated as [shown in Appendix F]; and



 


		(b)	the Loan is in the amount of $[—],
calculated as [shown in Appendix G]; and



 


		(c)	the Security Requirement ratio is [—]% versus the required ratio of
[120%] [107%] [130%].



 


		4	Default



 


[No Default has
occurred and is continuing]


 


or


 


[The
following Default has occurred and is continuing:
[provide details of Default]. [The following steps are being taken to remedy it: [provide details of
steps being taken to remedy Default]].


 


	Signed:	 	 
		[duly authorised signatory]	 
	 	For and on behalf of:	 
	 	GLOBUS MARITIME
    LIMITED	 
	 	 	 
	Signed:	 	 
		[duly authorised signatory]	 
	 	For and on behalf of:	 
	 	ARTFUL SHIPHOLDING
    S.A.	 
	 	 	 
	Signed:	 	 
		[duly authorised signatory]	 
	 	For and on behalf of:	 
	 	LONGEVITY MARITIME
    LIMITED”	 


 




    	17



    	 



    

 


	EXECUTED as a DEED	)	 	 
	by           Nikolaos Kalapotharakos	)	 	 
	for and on behalf of	)	/s/ Nikolaos Kalapotharakos	 
	ARTFUL SHIPHOLDING S.A.	)	Attorney-in-fact	 
	in the presence of:	)	 	 


 


	/s/ Evangelia Platsidaki	 
	Witness	 
	Name:	Evangelia Platsidaki	 
	Address: 	Norton Rose LLP – Athens	 
	Occupation: 	Solicitor	 


 


	EXECUTED as a DEED	)	 	 
	by            Nikolaos Kalapotharakos	)	 	 
	for and on behalf of	)	/s/ Nikolaos Kalapotharakos	 
	LONGEVITY MARITIME LIMITED	)	Attorney-in-fact	 
	in the presence of:	)	 	 


 


	/s/ Evangelia Platsidaki	 
	Witness	 
	Name:	Evangelia Platsidaki	 
	Address: 	Norton Rose LLP – Athens	 
	Occupation: 	Solicitor	 


 


	EXECUTED as a DEED	)	 	 
	by            Nikolaos Kalapotharakos	)	 	 
	for and on behalf of	)	/s/ Nikolaos Kalapotharakos	 
	GLOBUS MARITIME LIMITED	)	Attorney-in-fact	 
	in the presence of:	)	 	 


 


	/s/ Evangelia Platsidaki	 
	Witness	 
	Name:	Evangelia Platsidaki	 
	Address: 	Norton Rose LLP – Athens	 
	Occupation: 	Solicitor	 


 


	EXECUTED as a DEED	)	 	 
	by            Nikolaos Kalapotharakos	)	 	 
	for and on behalf of	)	/s/ Nikolaos Kalapotharakos	 
	GLOBUS SHIPMANAGEMENT CORP.	)	Attorney-in-fact	 
	in the presence of:	)	 	 


 


	/s/ Evangelia Platsidaki	 
	Witness	 
	Name:	Evangelia Platsidaki	 
	Address: 	Norton Rose LLP – Athens	 
	Occupation: 	Solicitor	 


 




    	18



    	 



    

 


	EXECUTED as a DEED	)	 	 
	by Evangelia Platsidaki	)	 	 
	for and on behalf of	)	/s/ Evangelia Platsidaki	 
	DVB BANK SE	)	Attorney-in-fact	 
	in the presence of:	)	 	 


 


	/s/ Albert Kromm	 
	Witness	 
	Name:	Albert Kromm	 
	Address: 	Norton Rose LLP	 
	Occupation: 	Trainee Solicitor	 


 




    	19