Exhibit 10.23

 

Date     7         April 2011


 


COSTAMARE INC.


as Borrower


 


– and –


 


THE BANKS AND FINANCIAL INSTITUTIONS


listed in Schedule 1


as Lenders


 


– and –


 


ING BANK N.V., LONDON BRANCH


as Agent, Mandated Lead Arranger


and Security Trustee


 


– and –


 


ING BANK N.V.


as Swap Bank


 

 


 


LOAN AGREEMENT


 

 


 


relating to a loan facility of up to US$140,000,000
to

provide pre- and post-delivery finance for two 8,800 TEU containership


newbuildings currently under construction
at


Sungdong Shipbuilding and Marine Engineering
Co. Ltd.


 


WATSON, FARLEY & WILLIAMS


Piraeus 



    	 



    	



    

INDEX


 


	Clause	 	Page
	 	 	 	 
	1	INTERPRETATION	 	1
	 	 	 	 
	2	FACILITY	 	18
	 	 	 	 
	3	POSITION OF THE LENDERS, THE SWAP BANK AND THE MAJORITY LENDERS	 	18
	 	 	 	 
	4	DRAWDOWN	 	19
	 	 	 	 
	5	INTEREST	 	21
	 	 	 	 
	6	INTEREST PERIODS	 	24
	 	 	 	 
	7	DEFAULT INTEREST	 	24
	 	 	 	 
	8	REPAYMENT AND PREPAYMENT	 	25
	 	 	 	 
	9	CONDITIONS PRECEDENT	 	29
	 	 	 	 
	10	REPRESENTATIONS AND WARRANTIES	 	30
	 	 	 	 
	11	GENERAL UNDERTAKINGS	 	31
	 	 	 	 
	12	CORPORATE UNDERTAKINGS	 	34
	 	 	 	 
	13	INSURANCE	 	36
	 	 	 	 
	14	SHIP COVENANTS	 	40
	 	 	 	 
	15	SECURITY COVER	 	43
	 	 	 	 
	16	PAYMENTS AND CALCULATIONS	 	45
	 	 	 	 
	17	APPLICATION OF RECEIPTS	 	47
	 	 	 	 
	18	APPLICATION OF EARNINGS	 	48
	 	 	 	 
	19	EVENTS OF DEFAULT	 	50
	 	 	 	 
	20	FEES AND EXPENSES	 	54
	 	 	 	 
	21	INDEMNITIES	 	55
	 	 	 	 
	22	NO SET-OFF OR TAX DEDUCTION	 	57
	 	 	 	 
	23	ILLEGALITY, ETC	 	58
	 	 	 	 
	24	INCREASED COSTS	 	59
	 	 	 	 
	25	SET-OFF	 	60
	 	 	 	 
	26	TRANSFERS AND CHANGES IN LENDING OFFICES	 	61
	 	 	 	 
	27	VARIATIONS AND WAIVERS	 	64




    	 



    	



    

	28	NOTICES	 	65
	 	 	 	 
	29	SUPPLEMENTAL	 	67
	 	 	 	 
	30	LAW AND JURISDICTION	 	67
	 	 	 	 


	SCHEDULE 1 LENDERS AND COMMITMENTS	69
	 	 
	SCHEDULE 2 DRAWDOWN NOTICE	70
	 	 
	SCHEDULE 3 CONDITION PRECEDENT DOCUMENTS	71
	 	 
	SCHEDULE 4 TRANSFER CERTIFICATE	74
	 	 
	SCHEDULE 5 DESIGNATION NOTICE	78
	 	 
	SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE	79
	 	 
	SCHEDULE 7 MANDATORY COST FORMULA	80
	 	 
	SCHEDULE 8 FORM OF CONFIDENTIALITY AGREEMENT	82
	 	 
	EXECUTION PAGE	87




    	 



    	



    

THIS AGREEMENT is made on          April
2011


 


BETWEEN


 


		(1)	COSTAMARE INC., as Borrower;



 


		(2)	THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, as Lenders;



 


		(3)	ING BANK N.V., LONDON BRANCH, as Agent;



 


		(4)	ING BANK N.V., LONDON BRANCH, as Mandated Lead Arranger;



 


		(5)	ING BANK N.V., LONDON BRANCH, as Security Trustee; and



 


		(6)	ING BANK N.V., as Swap Bank.



 


BACKGROUND


 


		(A)	The Lenders have agreed to make available to the Borrower a facility not exceeding $140,000,000
divided into two Tranches, each to be in an amount of up to the lesser of (a) $70,000,000 and (b) an amount in Dollars equal to
70 per cent. of (i) the Contract Price of the Ship to be financed by that Tranche or (ii) if that Ship is not subject to an Approved
Charter on the Drawdown Date of its Delivery Advance, the Initial Market Value of such Ship (which may be on-lent by the Borrower
to, or invested by the Borrower in, its wholly-owned subsidiaries Owner A and Owner B, respectively) for the purpose of assisting
such subsidiaries in part-financing the acquisition cost of the Ships.



 


		(B)	The Swap Bank has agreed to enter into interest rate swap transactions with the Borrower from time
to time to hedge the Borrower’s exposure under this Agreement to interest rate fluctuations.



 


		(C)	The Lenders and the Swap Bank have agreed to share pari passu in the security to be granted to
the Security Trustee pursuant to this Agreement.



 


IT IS AGREED as follows:


 


		1	INTERPRETATION



 


		1.1	Definitions. Subject to Clause 1.5, in this Agreement:



 


“Account Charge”
means, in relation to each Earnings Account and the Retention Account, a deed creating security in respect of that Earnings Account
and the Retention Account in the Agreed Form;


 


“Accounts”
means, together, the Earnings Accounts and the Retention Account and in the singular means any of them;


 


“Advance” means
the principal amount of each borrowing by the Borrower under this Agreement;


 


“Affected Lender”
has the meaning given in Clause 5.7;


 


“Agency and Trust Agreement”
means the agency and trust agreement dated the same date as this Agreement and made between the same parties;



    	 



    	



    


“Agent” means
ING Bank N.V., London Branch, acting in such capacity through its office at 60 London Wall, London EC2M 5TQ, England, or any successor
of it appointed under clause 5 of the Agency and Trust Agreement;


 


“Agreed Form”
means in relation to any document, that document in the form approved in writing by the Agent (acting on the instructions of all
the Lenders) or as otherwise approved in accordance with any other approval procedure specified in any relevant provisions of any
Finance Document;


 


“Applicable Accounts”
means, in relation to a Compliance Date, the consolidated balance sheets and related consolidated statements of stockholders’
equity, income and cash flows, together with, in the case of the annual consolidated financial statements of the Borrower’s
Group, related notes of the Borrower’s Group set out in such financial statements prepared as of the relevant Compliance
Date (and which the Borrower is obliged to deliver to the Agent pursuant to Clause 11.5, which accounts are to be prepared in accordance
with Clause 11.6);


 


“Approved Charterer”
means Mediterranean Shipping Company S.A. of 40, Avenue Eugene Pittard – 1206 Geneva, Switzerland;


 


“Approved Charterparty
Assignment” means, in relation to a Ship, an assignment of the rights of the Owner of that Ship under the Approved Charter
relative thereto executed or to be executed by the relevant Owner in favour of the Security Trustee in the Agreed Form;


 


“Approved Charters”
means, in relation to each Ship, together, the Initial Approved Charter and any Subsequent Approved Charter in respect of that
Ship and, in the singular, means any of them;


 


“Approved Flag”
means any of the Greek, Panamanian, Liberian, Marshall Islands, Maltese or Hong Kong flags or any other flag as the Lenders may,
in their absolute discretion, approve as the flag on which a Ship may be registered;


 


“Approved Flag State”
means any of Greece, Panama, Liberia, the Marshall Islands, Malta or Hong Kong or any other country in which the Lenders may, in
their absolute discretion, approve that a Ship may be registered;


 


“Approved Manager”
means, in relation to a Ship, Costamare Shipping, Ciel Management or Shanghai Costamare or any other company which the Agent may,
with the authorisation of the Majority Lenders, approve from time to time as the manager of the Ships;


 


“Approved Shipbrokers”
means, together, H. Clarkson and Company Ltd of London, England, Arrow Research Ltd. of London, England, Braemar Seascope of London,
England, Simpson Spence & Young of London, England, Maersk Brokers of London, England and Howe Robinson of London, England
and any other independent firm of shipbrokers nominated by the Borrower and approved in writing by the Agent in its absolute discretion
from time to time and in the singular means any of them;


 


“Availability Period”
means the period commencing on the date of this Agreement and ending on:


 


		(a)	in relation to a Tranche, the earlier of (i) the Contract Cancellation Date for the Shipbuilding
Contract relative to the Ship to be financed by that Tranche and (ii) 31 December 2013 (or such later date as the Agent may, with
the authorisation of the Majority Lenders, agree with the Borrower); or




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		(b)	if earlier, the date on which the Total Commitments are fully borrowed, cancelled or terminated;



 


“Bank Levy” means
the proposed tax detailed in draft legislation released together with a written ministerial statement by the Financial Secretary
to the Treasury of the United Kingdom made on 21 October 2010 as such proposed tax may be subsequently enacted;


 


“Borrower”
means Costamare Inc. a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro, MH 96960 the Marshall Islands (and includes their respective successors);


 


			“Borrower’s Group” means the Borrower and each of its subsidiaries;



 


			“Break Costs”  means the amount (if any) by which:



 


		(a)	the interest which a Lender should have received for the period from the date of receipt of all
or any part of its participation in a Tranche to the last day of the current Interest Period in respect of such Tranche had the
principal amount received been paid on the last day of that Interest Period;



 


exceeds:


 


		(b)	the amount which that Lender would be able to obtain by placing an amount equal to the principal
amount received by it on deposit with a leading bank in the London Interbank Market for a period starting on the Business Day following
receipt or recovery and ending on the last day of the current Interest Period;



 


	 	“Builder” means Sungdong Shipbuilding and Marine Engineering Co. Ltd., a corporation
incorporated and existing under the laws of the Republic of Korea, with its registered office at 1609-2 Hwang-li, Guangdo-myeon,
Tongyoung-si, Gyeongnam, the Republic of Korea;



 


“Business Day”
means a day on which banks are open in London and Piraeus and, in respect of a day on which a payment is required to be made under
a Finance Document, also in New York City and/or any other relevant place of payment;


 


“Cash and Cash Equivalents”
means the aggregate of:


 


		(a)	the amount of freely available credit balances on any deposit or current or call account;



 


		(b)	the market value of transferable certificates of deposit in a freely convertible currency acceptable
to the Lenders issued by a prime international bank; and



 


		(c)	the market value of equity securities (if and to the extent that the Agent is satisfied that there
is a ready market for such equity securities) and investment grade debt securities which are publicly traded on a major stock exchange
or investment market (valued at market value as at any applicable date of determination)



 


in each case owned free of any
Security Interest (other than a Security Interest in favour of the Security Trustee) by the Borrower or any of its subsidiaries
where:


 


		(i)	the market value of any asset specified in paragraph (b) and (c) shall be the bid price quoted
for it on the relevant calculation date by the Agent; and




    	3



    	



    

		(ii)	the amount or value of any asset denominated in a currency other than Dollars shall be converted
into Dollars using the Agent’s spot rate for the purchase of Dollars with that currency on the relevant calculation date;



 


“Ciel Management”
means Ciel Shipmanagement S.A., a corporation incorporated under the laws of Liberia having a place of business is at 2-6 Aeroporon
Street, P. Faliro, Athens, 175 64, Greece;


 


“Combined Asset
Cover Ratio” means, at the relevant time (a) the aggregate of (i) the Market Value of the Ships then subject to a Mortgage
and (ii) the market value (determined in accordance with Clause 15.5) of any additional security provided at that time pursuant
to Clause 15 expressed as a percentage of (b) the aggregate of the Loan (i) plus the Swap Exposure at that time, if an amount would
be owing by the Borrower to the Swap Bank pursuant to the terms of the Master Agreement when such Swap Exposure is calculated or
(ii) minus the Swap Exposure at that time, if an amount would be owing by the Swap Bank to the Borrower pursuant to the terms of
the Master Agreement when such Swap Exposure is calculated;


 


“Commitment”
means, in relation to a Lender, the amount set opposite its name in Schedule 1, or, as the case may require, the amount specified
in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement
(and “Total Commitments” means the aggregate of the Commitments of all the Lenders);


 


“Compliance Date”
means 30 June and 31 December in each calendar year;


 


“Confirmation”
and “Early Termination Date”, in relation to any continuing Designated Transaction, have the meanings given
in the Master Agreement;


 


“Contract Cancellation
Date” means, in respect of a Shipbuilding Contract, the date on which the Owner which is a party to that Shipbuilding
Contract actually cancels, terminates or rescinds that Shipbuilding Contract on account of delay pursuant to the terms of the Shipbuilding
Contract;


 


“Contract Price”
means, in relation to each Ship, the final contract price payable for that Ship under the Shipbuilding Contract relative thereto;


 


“Contractual Currency”
has the meaning given in Clause 21.4;


 


“Contribution”
means, in relation to a Lender, the part of the Loan which is owing to that Lender;


 


“Costamare Shipping”
means Costamare Shipping Company S.A., a company incorporated under the laws of Panama and having a place of business at 60, Zephyrou
Street & Syngrou Avenue, 175 64 Athens, Greece;


 


“Creditor Party”
means the Agent, the Security Trustee, the Swap Bank or any Lender, whether as at the date of this Agreement or at any later time;


 


“Deed of Covenant”
means, in relation to a Ship subject to a first priority statutory mortgage, a deed of covenant collateral to the Mortgage on the
Ship in the Agreed Form;


 


“Delivery Advances”
means, together, the Ship A Delivery Advance and the Ship B Delivery Advance and in the singular means either of them;



    	4



    	



    

“Delivery Date”
means, in relation to a Ship, the date on which that Ship is delivered by the Builder to, and accepted by, the relevant Owner under
the applicable Shipbuilding Contract;


 


“Designated Transaction”
means a Transaction which fulfils the following requirements:


 


		(a)	it is entered into by the Borrower pursuant to the Master Agreement with the Swap Bank which, at
the time the Transaction is entered into, is also a Lender and the Borrower’s rights under the Master Agreement are subject
to a Master Agreement Assignment;



 


		(b)	its purpose is the hedging of the Borrower’s exposure under this Agreement to fluctuations
in LIBOR arising from the funding of the Loan (or any part thereof) for a period expiring no later than the final Repayment Date;
and



 


		(c)	it is designated by the Borrower,
                                         by delivery by the Borrower to the Agent of a notice of designation in the form set out
                                         in Schedule 6,5, as a Designated Transaction for the purposes of the
                                         Finance Documents;



 


“Dollars” and
“$” means the lawful currency for the time being of the United States of America;


 


“Drawdown Date”
means, in relation to an Advance, the date requested by the Borrower for the Advance to be made, or (as the context requires) the
date on which the Advance is actually made;


 


“Drawdown Notice”
means a notice in the form set out in Schedule 2 (or in any other form which the Agent approves or reasonably requires);


 


“Earnings”
means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Owner
of that Ship or the Security Trustee and which arise out of the use or operation of that Ship;


 


“Earnings Account”
means, in relation to a Ship, an account in the name of the Owner thereof with the Agent in London or any other account (with that
or another office of the Agent) which is designated by the Agent as the Earnings Account in relation to the Ship for the purposes
of this Agreement;


 


“EBITDA” means,
as of any Compliance Date, the aggregate amount of the consolidated profits of the Borrower’s Group before interest, taxes,
depreciation and amortisation in respect of the Rolling Four Quarter Period ending on the relevant Compliance Date, as shown in
the relevant Applicable Accounts;


 


“Environmental Claim”
means:


 


		(a)	any claim by any governmental, judicial or regulatory authority which arises out of an Environmental
Incident or which relates to any Environmental Law; or



 


		(b)	any claim by any other person which relates to an Environmental Incident,



 


and “claim”
means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing;
an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement
or regulatory action, including the arrest or attachment of any asset;


 


“Environmental Incident”
means:



    	5



    	



    

		(a)	any release of Environmentally Sensitive Material from a Ship; or



 


		(b)	any incident in which Environmentally Sensitive Material is released from a vessel other than a
Ship as a result of a collision between a Ship and such other vessel or some other incident of navigation or operation, in either
case, in connection with which a Ship is actually arrested, attached, detained or injuncted and/or a Ship and/or any Owner and/or
any operator or manager of a Ship is at fault or otherwise liable to any legal or administrative action; or



 


		(c)	any other incident in which Environmentally Sensitive Material is released otherwise than from
a Ship and in connection with which a Ship is actually arrested and/or where any Owner and/or any operator or manager of a Ship
is at fault or otherwise liable to any legal or administrative action;



 


“Environmental Law”
means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive Material or
to actual or threatened releases of Environmentally Sensitive Material;


 


“Environmentally Sensitive
Material” means oil, oil products and any other substance (including any chemical, gas or other hazardous or noxious
substance) which is (or is capable of being or becoming) polluting, toxic or hazardous;


 


“Event of Default”
means any of the events or circumstances described in Clause 19.1;


 


“Finance Documents”
means:


 


		(a)	this Agreement;



 


		(b)	the Agency and Trust Agreement;



 


		(c)	the Master Agreement Assignment;



 


		(d)	the Guarantees;



 


		(e)	the Pre-delivery Security Assignments;



 


		(f)	any Deeds of Covenant;



 


		(g)	the General Assignments;



 


		(h)	the Mortgages;



 


		(i)	the Account Charges;



 


		(j)	any Approved Charterparty Assignments;



 


		(k)	the Manager’s Undertakings; and



 


		(l)	any other document (whether creating a Security Interest or not) which is executed at any time
by the Borrower, any Owner or any other person as security for, or to establish any form of subordination or priorities arrangement
in relation to, any amount payable to the Lenders under this Agreement or any of the other documents referred to in this definition;



 


“Financial Indebtedness”
means, in relation to a person (the “debtor”), a liability of the debtor:



    	6



    	



    

		(a)	for principal, interest or any other sum payable in respect of any moneys borrowed or raised by
the debtor;



 


		(b)	under any loan stock, bond, note or other security issued by the debtor;



 


		(c)	under any acceptance credit, guarantee or letter of credit facility or dematerialised equivalent
made available to the debtor;



 


		(d)	under a financial lease, a deferred purchase consideration arrangement or any other agreement having
the commercial effect of a borrowing or raising of money by the debtor;



 


		(e)	under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability
of another person which would fall within paragraphs (a) to (d) if the references to the debtor referred to the other person;



 


“Financial Year”
means, in relation to the Borrower’s Group and each Owner, each period of 1 year commencing on 1 January in respect of which
its audited accounts are or ought to be prepared;


 


“General Assignment”
means, in relation to a Ship, a general assignment of the Earnings, the Insurances and any Requisition Compensation in the Agreed
Form;


 


“Guarantee”
means, in relation to each Owner, a guarantee of the obligations of the Borrower under this Agreement, the Master Agreement and
the other Finance Documents in the Agreed Form;


 


“Individual Asset Cover
Ratio” means, at any relevant time in relation to a Ship and the Tranche used to finance it (a) the aggregate of (i)
the Market Vale of that Ship and (ii) the market value (determined in accordance with Clause 15.5) of any additional security provided
at that time pursuant to Clause 15 in respect of that Tranche expressed as a percentage of (b) the aggregate of that Tranche (i)
plus the Relevant Percentage of the Swap Exposure at that time if an amount would be owing by the Borrower to the Swap Bank pursuant
to the terms of the Master Agreement when such Swap Exposure is calculated or (ii) minus the Relevant Percentage of the Swap Exposure
at that time if an amount would be owing by the Swap Bank to the Borrower pursuant to the terms of the Master Agreement when such
Swap Exposure is calculated;


 


“Initial Approved
Charter” means, in relation to a Ship, a time charterparty in respect of that Ship with the Approved Charterer having
a duration of at least 10 years at a daily hire rate of $42,000;


 


“Initial Market Value”
means, in respect of a Ship, the Market Value of that Ship determined pursuant to the valuation referred to in paragraph 7 of Schedule
3, Part C;


 


“Insurances”
means, in relation to a Ship:


 


		(a)	all policies and contracts of insurance, including entries of the Ship in any protection and indemnity
or war risks association, effected in respect of the Ship, its Earnings or otherwise in relation to it whether before, on or after the date
of this Agreement; and



 


		(b)	all rights and other assets relating to, or derived from, any of the foregoing, including any rights
to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry
has expired on or before the date of this Agreement;



 


“Interest Period”
means a period determined in accordance with Clause 6;



    	7



    	



    

“ISM Code”
means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime
Organisation as the same may be amended or supplemented from time to time (and the terms “safety management system”,
“Safety Management Certificate” and “Document of Compliance” have the same meanings as are
given to them in the ISM Code);


 


“ISPS Code”
means the International Ship and Port Facility Security Code as adopted by the International Maritime Organisation, as the same
may be amended or supplemented from time to time;


 


“ISSC” means
a valid and current International Ship Security Certificate issued under the ISPS Code;


 


“Konstantakopoulos Family”
means, together, each of the following:


 


		(a)	Mr Vasileios Kostantakopoulos;



 


		(b)	Mr Kostantinos V. Kostantakopoulos;



 


		(c)	Mr Achillefs V. Kostantakopoulos;



 


		(d)	Mr Christos V. Kostantakopoulos;



 


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



 


		(f)	a husband or wife, or former husband or wife, or widower or widow of any of the above persons;



 


		(g)	the estates, trusts or legal representatives of any of the above persons (whether controlled by
any of them or being the beneficiaries of any of them); and



 


		(h)	each company (other than a member of the Borrower’s Group) legally or beneficially owned
or (as the case may be) controlled by one or more of the persons or entities which would fall within paragraphs (a) to (f) of this
definition,



 


and each one of the above shall
be referred to as “a member of the Konstantakopoulos Family”;


 


“Lender” means
a bank or financial institution listed in Schedule 1 and acting through its branch indicated in Schedule 1 (or through another
branch notified to the Agent under Clause 26.14) or its permitted transferee, successor or assign;


 


“LIBOR” means,
in relation to any period for which an interest rate is to be determined under any provision of a Finance Document:


 


		(a)	the applicable Screen Rate; or



 


		(b)	if no Screen Rate is available for that period, the Reference Bank’s Cost of Funding,



 


as of 11 a.m. (London time) on
the Quotation Date for that period for the offering of deposits in the relevant currency and for a period comparable to that period;


 


“Loan” means
the principal amount for the time being outstanding under this Agreement;



    	8



    	



    

“Major Casualty”
means, in relation to a Ship, any casualty to the Ship in respect of which the claim or the aggregate of the claims against all
insurers, before adjustment for any relevant franchise or deductible, exceeds $2,000,000 or the equivalent in any other currency;


 


“Majority Lenders”
means:


 


		(a)	before an Advance has been made, Lenders whose Commitments total 66.67 per cent. of the Total Commitments;
and



 


		(b)	after an Advance has been made, Lenders whose Contributions total 66.67 per cent. of the Loan;



 


“Management Agreement”
means, in relation to each Ship, an agreement made or to be made between (i) the Owner of that Ship and (ii) the Approved Manager
in respect of the commercial and technical management of the Ship and, in the plural, means all of them;


 


“Manager’s Undertaking”
means, in relation to each Ship, a letter of undertaking executed or to be executed by the Approved Manager in favour of the Security
Trustee in the Agreed Form agreeing certain matters in relation to the management of that Ship and subordinating the rights of
the Approved Manager against the Ship and the Owner thereof to the rights of the Creditor Parties under the Finance Documents;


 


“Mandated Lead Arranger”
means ING Bank N.V., London Branch acting through its office at 60 London Wall, London EC2M 5TQ, England;


 


“Mandatory Cost”
means the percentage rate per annum calculated by the Agent in accordance with Schedule 7;


 


“Market Value”
means, in relation to each Ship, the market value thereof calculated in accordance with Clause 15.3;


 


“Margin” means
2.50 per cent. per annum;


 


“Master Agreement”
means a master agreement (on the 1992 or, as the case may be, 2002 ISDA (Multicurrency - Crossborder) form) made between the Borrower
and the Swap Bank and includes all Designated Transactions from time to time entered into and Confirmations from time to time exchanged
under the master agreement;


 


“Master Agreement Assignment”
means the assignment of the Master Agreement in the Agreed Form;


 


“Mortgage”
means, in relation to each Ship, a first priority or preferred mortgage on that Ship executed or to be executed by the relevant
Owner in favour of the Security Trustee or, as the case may be, the Lenders, in each case in the Agreed Form;


 


“Net Interest Expense”
means, as of any Compliance Date, the aggregate of all interest, commitment and other fees, commissions, discounts and other costs,
charges or expenses accruing due from all the members the Borrower’s Group less any interest income received from all members
of the Borrower’s Group, in each case during the Rolling Four Quarter Period ending on the relevant Compliance Date, determined
on a consolidated basis in accordance with USGAAP and as shown in the consolidated statements of income for the Borrower’s
Group in the relevant Applicable Accounts;



    	9



    	



    

“Negotiation Period”
has the meaning given in Clause 5.10;


 


“Notifying Lender”
has the meaning given in Clause 23.1 or Clause 24.1 as the context requires;


 


“Owner A” means
Jodie Shipping Co., a corporation which is a wholly-owned subsidiary of the Borrower incorporated and existing under the laws of
the Republic of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia;


 


“Owner B” means
Kayley Shipping Co., a corporation which is a wholly-owned subsidiary of the Borrower incorporated and existing under the laws
of the Republic of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia;


 


“Owners” means,
together Owner A and Owner B and in the singular means either of them;


 


“Payment Currency”
has the meaning given in Clause 21.4;


 


“Permitted Security Interests”
means:


 


		(a)	Security Interests created by the Finance Documents;



 


		(b)	liens for unpaid master’s and crew’s wages in accordance with usual maritime practice;



 


		(c)	liens for salvage;



 


		(d)	liens arising by operation of law for not more than 2 months’ prepaid hire under any charter
in relation to a Ship not prohibited by this Agreement;



 


		(e)	liens for master’s disbursements incurred in the ordinary course of trading and any other
lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship, provided
such liens do not secure amounts more than 60 days overdue (unless the overdue amount is being contested by the relevant Owner
in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 14.13(g);



 


		(f)	any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration
as security for costs and expenses while an Owner is actively prosecuting or defending such proceedings or arbitration in good
faith; and



 


		(g)	Security Interests arising by operation of law in respect of taxes which are not overdue for payment
or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been
made;



 


“Pertinent Document”
means:


 


		(a)	any Finance Document;



 


		(b)	any policy or contract of insurance contemplated by or referred to in Clause 13 or any other provision
of this Agreement or another Finance Document;



 


		(c)	any other document contemplated by or referred to in any Finance Document; and




    	10



    	



    

		(d)	any document which has been or is at any time sent by or to a Servicing Bank in contemplation of
or in connection with any Finance Document or any policy, contract or document falling within paragraphs (b) or (c);



 


“Pertinent Jurisdiction”,
in relation to a company, means:


 


		(a)	England and Wales;



 


		(b)	the country under the laws of which the company is incorporated or formed;



 


		(c)	a country in which the company has the centre of its main interests or which the company’s
central management and control is exercised;



 


		(d)	a country in which the overall net income of the company is subject to corporation tax, income
tax or any similar tax;



 


		(e)	a country in which assets of the company (other than securities issued by, or loans to, related
companies) having a substantial value are situated, in which the company maintains a branch or permanent place of business, or
in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and



 


		(f)	a country the courts of which have jurisdiction to make a winding up, administration or similar
order in relation to the company, whether as a main or territorial or ancillary proceedings, or which would have such jurisdiction
if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c);



 


“Pertinent Matter”
means:


 


		(a)	any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document;
or



 


		(b)	any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph
(a),



 


and covers any such transaction,
matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time
after that signing;


 

“Potential
Event of Default” means an event or circumstance which, with the giving of any notice, the lapse of time, a determination
of the Majority Lenders and/or the satisfaction of any other condition, would constitute an Event of Default;


 

“Pre-delivery
Advances” means, together, the Ship A Pre-delivery Advances and the Ship B Pre-delivery Advances and in the singular
means any of them;


 


“Pre-delivery
Security Assignment” means, in relation to an Owner, an assignment of the Shipbuilding Contract and of the Refund Guarantee
relevant to that Owner, to be given by that Owner in favour of the Lender, in the Agreed Form and in the plural means both of them;


 


“Quotation Date”
means, in relation to any period for which an interest rate is to be determined under any provision of a Finance Document, the
day which is 2 Business Days before the first day of that period, unless market practice differs in the London Interbank Market
for a currency, in which case the Quotation Date will be determined by the Agent in accordance with market practice in the London
Interbank Market (and if



    	11



    	



    

quotations would normally be given
by leading banks in the London Interbank Market on more than one day, the Quotation Date will be the last of those days);


 


“Reference Bank”
means, subject to Clause 26.16, ING Bank N.V., London Branch;


 


“Reference Bank’s
Cost of Funding” means, at any relevant time, the rate per annum quoted by the Reference Bank to leading banks in the
London Interbank Market, as such rate shall be supplied by the Reference Bank to the Agent at its request;


 


“Refund Guarantees”
means, together, the Ship A Refund Guarantee and the Ship B Refund Guarantee, and in the singular means either of them;


 


“Refund Guarantor”
means the Export-Import Bank of Korea acting through its office at 16-1, Yoido-Dong, Yeongdeungpo-Gu, Seoul, 150-996, Korea;


 


“Relevant Percentage
of the Swap Exposure” means, in relation to a Tranche, the Swap Exposure multiplied by a fraction of which the numerator
is the relevant Tranche outstanding at that time and the denominator the Loan outstanding at that time;


 


“Relevant Person”
has the meaning given in Clause 19.9;


 


“Repayment Date”
means a date on which a repayment is required to be made under Clause 8;


 


“Requisition Compensation”
includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the
definition of “Total Loss”;


 


“Retention Account”
means an account in the name of the Borrower with the Agent in London designated “Costamare Inc. – Retention Account”
or any other account (with that or another office of the Agent) which is designated by the Agent as the Retention Account for the
purposes of this Agreement;


 


“Rolling Four Quarter
Period” means, as of a Compliance Date, the 12-month period ending on such Compliance Date;


 


“Screen Rate”
means, in relation to any period for which an interest rate is to be determined under any provision of a Finance Document, the
British Bankers’ Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page
of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or
service displaying the appropriate rate after consultation with the Borrower and the Lenders;


 


“Secured Liabilities”
means all liabilities which the Borrower, the Security Parties or any of them have, at the date of this Agreement or at any later
time or times, under or in connection with any Finance Document or any judgment relating to any Finance Document; and for this
purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is
effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any
country;


 


“Security Interest”
means:


 


		(a)	a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other
security interest of any kind;



 


		(b)	the security rights of a plaintiff under an action in rem; and






    	12



    	



    


	 	(c)	any arrangement entered into by a person (A) the effect of which is to place another person (B)
in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over
an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard
terms of business of a bank or financial institution;



 


“Security Party”
means each Owner and any other person (except a Creditor Party or any Approved Manager) who, as a surety or mortgagor, as a party
to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph
of the definition of “Finance Documents”;


 


“Security Period”
means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrower, the
Security Parties and the Lenders that:


 


	 	(a)	all amounts which have become due for payment by the Borrower or any Security Party under the Finance
Documents have been paid;



 


	 	(b)	no amount is owing or has accrued (without yet having become due for payment) under any Finance
Document;



 


	 	(c)	neither the Borrower nor any Security Party has any future or contingent liability under Clauses 20, 21 or 22
or any other provision of this Agreement or another Finance Document; and



 


	 	(d)	the Agent, the Security Trustee and the Majority Lenders do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present bankruptcy of the Borrower or a Security Party or in any present proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document;



 


“Security Trustee”
means ING Bank N.V., London Branch, acting in such capacity through its office at 60 London Wall, London EC2M 5TQ, England, or
any successor of it appointed under clause 5 of the Agency and Trust Agreement;


 


“Servicing Bank”
means the Agent or the Security Trustee;


 


“Shanghai Costamare”
means Shanghai Costamare Ship Management Co., Ltd., a company incorporated in the People’s Republic of China and having its
principal place of business at 38F Sino Life Tower, 707 Zhangyang Road, Pudong New District, Shanghai, PRC 200122;


 


“Ship A”
means the newbuilding containership of approximately 8,800 TEU currently being constructed by the Builder and having Builder’s
Hull No. S4010, which is to be purchased by Owner A pursuant to the Ship A Shipbuilding Contract and which on the relevant Delivery
Date is to be registered in its ownership under an Approved Flag;


 


“Ship A Delivery Advance”
means the Advance relating to Ship A made or to be made available on or at any time after (but before the last day of the Availability
Period) the Delivery Date of Ship A;


 


“Ship
A Pre-delivery Advances” means the Advances relating to Ship A made or to be made available to finance or refinance the
payment of a pre-delivery stage payment under the Ship A Shipbuilding Contract and in the singular means any of them;



    	13 



    	 



    

“Ship A Refund Guarantee”
means the irrevocable and unconditional refund guarantee issued by the Refund Guarantor in favour of Owner A in relation to each
stage payment made or to be made by Owner A to the Builder pursuant to the Ship A Shipbuilding Contract prior to the relevant Delivery
Date;


 


“Ship
A Shipbuilding Contract” means the shipbuilding contract dated 28 January 2011 (as amended by addendum no.1 dated 10
February 2011), both made between the Builder and Owner A for the construction by the Builder of Ship A and its purchase by Owner
A, as supplemented from time to time;


 


“Ship B”
means the newbuilding container of approximately 8,800 TEU currently being constructed by the Builder and having Builder’s
Hull No. S4011, which is to purchased by Owner B pursuant to the Ship B Shipbuilding Contract and which on the relevant Delivery
Date is to be registered in its ownership under an Approved Flag;


 


“Ship B Delivery Advance”
means the Advance relating to Ship B made or to be made available on the Delivery Date of Ship B;


 


“Ship B Pre-delivery
Advances” means the Advances relating to Ship B made or to be made available to finance or refinance the payment of a
pre-delivery stage payment under the Ship B Shipbuilding Contract and in the singular means any of them;


 


“Ship
B Refund Guarantee” means the irrevocable and unconditional refund guarantee issued by the Refund Guarantor in favour
of Owner B in relation to each stage payment made or to be made by Owner B to the Builder pursuant to the Ship B Shipbuilding Contract
prior to the relevant Delivery Date;


 


“Ship
B Shipbuilding Contract” means the shipbuilding contract dated 28 January 2011  
(as amended by addendum no.1 dated 10 February 2011) made between the Builder and Owner B, for the construction by the Builder
of Ship B and its purchase by Owner B, as supplemented from time to time;


 


	 	“Shipbuilding Contracts” means, together, the Ship A Shipbuilding Contract and
the Ship B Shipbuilding Contract, and in the singular means either of them;



 


“Ships” means,
together, Ship A and Ship B, and in the singular means either of them;


 


“Short Term Supplement
Rate” means, at any relevant time in respect of any Interest Period of less than 6 months’ duration, the rate per
annum by which the Reference Bank’s Cost of Funding exceeds the applicable Screen Rate at that time;


 


“Subsequent Approved
Charter” means, in relation to a Ship, any contract of employment in respect of that Ship in each case in form and on
terms and conditions and with a charterer reasonably acceptable to the Majority Lenders;


 


“Swap Bank”
means ING Bank N.V., acting in its capacity as swap bank through its Amsterdam office at Foppingadreef 7, PO Box 1800, NL-1000
BV Amsterdam, The Netherlands or through its London office at 60 London Wall, London EC2M 5TQ, England;


 


“Swap Exposure”
means, as at any relevant date, the amount certified by the Swap Bank to the Agent to be the aggregate net amount in Dollars which
would be payable by the Borrower to the Swap Bank or by the Swap Bank to the Borrower under (and calculated in accordance with)
section 6(e) (Payments on Early Termination) of the Master Agreement if an Early Termination Date had occurred on the relevant
date in relation to all continuing Designated Transactions entered into between the Borrower and the Swap Bank;



    	14 



    	 



    

“Total Bank Debt”
means, as at the date of calculation, the aggregate amount, on consolidated basis, of (a) all short-term interest bearing Financial
Indebtedness owing by members of the Borrower’s Group (excluding, for the avoidance of doubt, any Financial Indebtedness
due to another member of the Borrower’s Group and any Financial Indebtedness falling within item (e) of the definition of
“Financial Indebtedness”) which is included in the Applicable Accounts under the heading “Current Liabilities”
and (b) the long-term interest bearing Financial Indebtedness owing by members of the Borrower’s Group (excluding for the
avoidance of doubt any Financial Indebtedness due to another member of the Borrower’s Group and any Financial Indebtedness
falling within item (e) of the definition of “Financial Indebtedness”) computed in each case in accordance with USGAAP;


 


“Total Loss”
means, in relation to a Ship:


 


	 	(a)	the actual, constructive, compromised, agreed or arranged total loss of that Ship;



 


	 	(b)	any expropriation, confiscation, requisition or acquisition of that Ship, whether for full consideration,
a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government
or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding
a requisition for hire) unless it is within 3 months redelivered to the full control of the Owner of the Ship; and



 


	 	(c)	any arrest, capture, seizure or detention of the Ship (including any hijacking or theft) unless
it is within 6 months redelivered to the full control of the Owner of the Ship;



 


“Total Loss Date”
means, in relation to a Ship:


 


	 	(a)	in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown,
the date when the Ship was last heard of;



 


	 	(b)	in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the date
of any compromise, arrangement or agreement made by or on behalf of the Owner of that Ship with that Ship’s insurers in which
the insurers agree to treat that Ship as a total loss; and



 


	 	(c)	in the case of any other type of total loss, on the date (or the most likely date) on which it
reasonably appears to the Agent that the event constituting the total loss occurred;



 


“Tranche”
means, in relation to a Ship, an amount of $70,000,000 or, as the context may require, the aggregate principal amount of the Pre-delivery
Advances and the Delivery Advances for that Ship outstanding at the relevant time under this Agreement;


 


“Transfer Certificate”
has the meaning given in Clause 26.2;


 


“Transaction”
has the meaning given in the Master Agreement;


 


“Trust Property”
has the meaning given in clause 3.1 of the Agency and Trust Agreement; and


 


“USGAAP”
means generally accepted accounting principles as from time to time in effect in the United States of America.


 


	1.2 	Construction of certain terms. In this Agreement:




    	15 



    	 



    

“administration notice”
means a notice appointing an administrator, a notice of intended appointment and any other notice which is required by law (generally or in the case concerned) to be filed with the court or given to a person prior to, or in connection with, the appointment of an administrator;


 


“approved”
means, for the purposes of Clause 13, approved in writing by the Agent;


 


“asset” includes
every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;


 


“company”
includes any partnership, joint venture and unincorporated association;


 


“consent”
includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation;


 


“contingent liability”
means a liability which is not certain to arise and/or the amount of which remains unascertained;


 


“document”
includes a deed; also a letter or fax;


 


“excess risks”
means, in relation to a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the
hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship
is assessed for the purpose of such claims;


 


“expense”
means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other
tax;


 


“law” includes
any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution
of the Council of the European Union, the European Commission, the United Nations or its Security Council;


 


“legal or administrative
action” means any legal proceeding or arbitration and any administrative or regulatory action;


 


“liability”
includes every kind of debt or liability (present or future, certain or contigent), whether incurred as principal or surety or
otherwise;


 


“months”
shall be construed in accordance with Clause 1.3;


 


“obligatory insurances”
means, in relation to a Ship, all insurances effected, or which the Owner owning that Ship is obliged to effect, under Clause 13
or any other provision of this Agreement or another Finance Document;


 


“parent company”
has the meaning given in Clause 1.4;


 


“person”
includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation;


 


“policy”,
in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance
or its terms;


 


“protection and indemnity
risks” means the usual risks covered by a protection and indemnity association being a member of the International Group
of P&I Clubs or any successor organisation, including pollution risks and the proportion (if any) of any sums payable to any
other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation
in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03) or clause 8 of the Institute Time



    	16 



    	 



    

Clauses (Hulls) (1/11/95) or
clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent
provision, whichever is applicable in the case of the relevant Ship;


 


“regulation”
includes any regulation, rule, official directive, request or guideline having the force of law of any governmental, intergovernmental
or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;


 


“subsidiary”
has the meaning given in Clause 1.4;


 


“tax” includes
any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of
a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected
penalty, interest or fine; and


 


“war risks”
includes the risk of mines, blocking and trapping risks, primary war protection and indemnity risks and all risks excluded by clause
29 of the International Hull Clauses (1/11/02 or 1/11/03) or clause 24 of the Institute Time Clauses (Hulls)(1/11/95) or clause
23 of the Institute Time Clauses (Hulls) (1/10/83) or any equivalent provision, whichever is applicable in the case of the relevant
Ship.


 


	1.3 	Meaning of “month”. A period of one or more “months” ends
on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started
(“the numerically corresponding day”), but:



 


	(a)	on the Business Day following the numerically corresponding day if the numerically corresponding
day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically
corresponding day; or



 


	(b)	on the last Business Day in the relevant calendar month, if the period started on the last Business
Day in a calendar month or if the last calendar month of the period has no numerically corresponding day,



 


and “month”
and “monthly” shall be construed accordingly.


 


	1.4 	Meaning of “subsidiary”. A company (S) is a subsidiary of another company (P)
if:



 


	(a)	a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited
rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or



 


	(b)	P has direct or indirect control over a majority of the voting rights attaching to the issued shares
of S; or



 


	(c)	P has the direct or indirect power to appoint or remove a majority of the directors of S,



 


and any company of which S is
a subsidiary is a parent company of S.


 


	1.5 	General Interpretation. In this Agreement:



 


	(a)	references to, or to a provision of, a Finance Document or any other document are references to
it as amended or supplemented, whether before the date of this Agreement or otherwise;



 


	(b)	reference to, or to a provision of, any law include any amendment, extension, re-enactment or replacement,
whether made before the date of this Agreement or otherwise;



 


	(c)	words denoting the singular number shall include the plural and vice versa; and




    	17 



    	 



    

	(d)	Clauses 1.1 to 1.5 apply unless the contrary intention appears.



 


	1.6 	Headings. In interpreting a Finance Document or any provision of a Finance Document, all
clause, sub-clause and other headings in that and any other Finance Document shall be entirely disregarded.



 


	1.7 	Event of Default. An Event of Default is “continuing” if it has not been
remedied or waived.



 


	2	FACILITY



 


	2.1 	Amount of facility. Subject to the other provisions of this Agreement, the Lenders shall
make available to the Borrower a loan facility not exceeding $140,000,000 divided into two Tranches, each in an amount not exceeding
the lesser of (a) $70,000,000 and (b) an amount in Dollars equal to 70 per cent. of (i) the Contract Price of the Ship to be financed
by that Tranche or (ii) if that Ship is not subject to an Approved Charter on the Drawdown Date of its Delivery Advance, the Initial
Market Value of such Ship.



 


	2.2 	Lenders’ participations in Advances. Subject to the other provisions of this Agreement,
each Lender shall participate in each Advance in the proportion which, as at the relevant Drawdown Date, its Commitment bears to
the Total Commitments.



 


	2.3 	Purpose of Advances. The Borrower undertakes with each Creditor Party to use each Advance
only for the purpose stated in the preamble to this Agreement.



 


	3	POSITION OF THE LENDERS, THE SWAP BANK AND THE MAJORITY LENDERS



 


	3.1 	Interests of Lenders and Swap Bank several. The rights of the Lenders and the Swap Bank
under this Agreement and the Master Agreement are several; accordingly:



 


	(a)	each Lender shall be entitled to sue for any amount which has become due and payable by the Borrower
to it under this Agreement; and



 


	(b)	the Swap Bank shall be entitled to sue for any amount which has become due and payable by the Borrower
to it under the Master Agreement,



 


without joining
the Agent, the Security Trustee, any other Lender and the Swap Bank as additional parties in the proceedings.


 


	3.2 	Proceedings by individual Lender or Swap Bank. However, without the prior consent of the
Majority Lenders, no Lender nor the Swap Bank may bring proceedings in respect of:



 


	(a)	any other liability or obligation of the Borrower or a Security Party under or connected with a
Finance Document or the Master Agreement; or



 


	(b)	any misrepresentation or breach of warranty by the Borrower or a Security Party in or connected
with a Finance Document or the Master Agreement.



 


Clause 19.2 shall apply to any
action which may be taken by the Agent and/or the Security Trustee, acting on the instructions of the Majority Lenders, following
the occurrence of an Event of Default (including, without limitation, the enforcement of any of the Security Interests created
by the Finance Documents).


 


	3.3 	Obligations several. The obligations of the Lenders and the Swap Bank under this Agreement
and of the Swap Bank under the Master Agreement are several; and a failure




    	18 



    	 



    

of a Lender
or the Swap Bank to perform its obligations under this Agreement or of the Swap Bank to perform its obligations under the Master
Agreement shall not result in:


 


	(a)	the obligations of the other Lenders or (as the case may be) the Swap Bank being increased; nor



 


	(b)	the Borrower, any Security Party or any other Creditor Party being discharged (in whole or in part)
from its obligations under any Finance Document,



 


	 	and in no circumstances shall a Lender or the Swap Bank have any responsibility for a failure of
another Lender or the Swap Bank to perform its obligations under this Agreement or the Master Agreement.



 


	3.4 	Parties bound by certain actions of Majority Lenders. Every Lender, the Swap Bank, the Borrower
and each Security Party shall be bound by:



 


	(a)	any determination made, or action taken, by the Majority Lenders under any provision of a Finance
Document;



 


	(b)	any instruction or authorisation given by the Majority Lenders to the Agent or the Security Trustee
under or in connection with any Finance Document (subject always to Clause 27.2);



 


	(c)	any action taken (or in good faith purportedly taken) by the Agent or the Security Trustee in accordance
with such an instruction or authorisation.



 


	3.5 	Reliance on action of Agent. However, the Borrower and each Security Party:



 


	(a)	shall be entitled to assume that the Majority Lenders have duly given any instruction or authorisation
which, under any provision of a Finance Document, is required in relation to any action which the Agent has taken or is about to
take; and



 


	(b)	shall not be entitled to require any evidence that such an instruction or authorisation has been given.



 


	3.6 	Construction. In Clauses 3.4 and 3.5 references to action taken include (without limitation)
the granting of any waiver or consent, an approval of any document and an agreement to any matter.



 


	4	DRAWDOWN



 


	4.1 	Request for Advance. Subject to the following conditions, the Borrower may request an Advance
to be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (London time) 2 Business Days
prior to the intended Drawdown Date.



 


	4.2 	Availability. The conditions referred to in Clause 4.1 are that:



 


	(a)	a Drawdown Date has to be a Business Day during the Availability Period;



 


	(b)	an Advance shall relate to either Ship and shall be either a Pre-delivery Advance or the Delivery
Advance for that Ship;



 


	(c)	the amount of each Pre-delivery Advance shall not exceed 70 per cent. of the amount of the relevant
pre-delivery instalment of the Contract Price for the relevant Ship which is being part-financed or re-financed by that Advance;




    	19 



    	 



    

	(d)	the amount of each Delivery Advance shall not exceed the lesser of:



 


	 	(i)	an amount equal to 70 per cent. of the instalment payable under the Shipbuilding Contract for the
relevant Ship on the delivery of that Ship; and



 


	 	(ii)	an amount, which when aggregated with the Pre-delivery Advances for the relevant Ship equals 70
per cent. of (AA) the Contract Price of that Ship if it is subject to an Approved Charter relative to it on the Delivery Date thereof
or (BB) the Initial Market Value of that Ship in all other circumstances;



 


	(e)	the aggregate amount of the Advances shall not exceed the Total Commitments.



 


	4.3 	Notification to Lenders of receipt of a Drawdown Notice. The Agent shall promptly notify
the Lenders that it has received a Drawdown Notice and shall inform each Lender of:



 


	(a)	the amount of the Advance and the Drawdown Date;



 


	(b)	the amount of that Lender’s participation in the Advance; and



 


	(c)	the duration of the first Interest Period.



 


	4.4 	Drawdown Notice irrevocable. A Drawdown Notice must be signed by a director or attorney-in-fact
of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Agent, acting on the authority
of the Majority Lenders, such consent not to be unreasonably withheld or delayed (and such consent may be withheld if any of the
Lenders incurs any reasonable and documented expenses or losses as a result of a revocation of a Drawdown Notice and is not indemnified
by the Borrower for the same).



 


	4.5 	Lenders to make available Contributions. Subject to the provisions of this Agreement, each
Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the Borrower the amount due
from that Lender on that Drawdown Date under Clause 2.2.



 


	4.6 	Disbursement of Advance. Subject to the provisions of this Agreement, the Agent shall on
each Drawdown Date pay to the Borrower the amounts which the Agent receives from the Lenders under Clause 4.5; and that payment
to the Borrower shall be made:



 


	(a)	to the account which the Borrower specifies in the Drawdown Notice; and



 


	(b)	in the like funds as the Agent received the payments from the Lenders.



 


	4.7 	Disbursement of Advance to third party. The payment by the Agent under Clause 4.6 shall
constitute the making of the Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each
Lender in an amount equal to that Lender’s Contribution.



 


	4.8 	“Pre-placement” of Delivery Advances. 



 


	(a)	Notwithstanding that the Borrower may have not satisfied all of the conditions precedent set out
in Schedule 3, Part C in relation to the Delivery Advance for a Ship on or before the Drawdown Date relative thereto, in order
to facilitate compliance by the relevant Owner with Article X.4(a)(ii) of the Shipbuilding Contract relevant to that Ship, and
provided that:



 


	 	(i)	the Borrower has submitted a Drawdown Notice in accordance with Clause 4.1; and




    	20 



    	 



    

	 	(ii)	in the Agent’s opinion the Borrower is reasonably likely to satisfy all such conditions precedent
in relation to that Delivery Advance within 4 Business Days from the relevant Drawdown Date and in any event upon the Release (as
defined below in Clause 4.8(b)),



 


the Lenders
shall, subject to the other terms and conditions of this Clause 4.8 and the other provisions of this Agreement, make available
to the Agent the Delivery Advance for that Ship, on the date specified in the relevant Drawdown Notice, being the date on which
the “fourth instalment” for that Ship is required to be deposited in accordance with Article X.4(a)(ii) of the relevant
Shipbuilding Contract with the Refund Guarantor.


 


	(b)	Any such Delivery Advance drawn down pursuant to this Clause 4.8 (a “Pre-placed Advance”)
shall (subject to the other provisions of this Agreement) be remitted by the Agent to the Refund Guarantor as a cash deposit in
the Agent’s name with the Refund Guarantor (the “Agent Account”) with its correspondent bank in New York
City, and will be held by the Refund Guarantor to the order of the Agent for release by the Agent to the Builder (the “Release”)
and only subject to such irrevocable instructions (the “Irrevocable Instructions”) addressed from the Agent
to the Refund Guarantor as are acceptable to the Agent (acting on the instructions of the Majority Lenders).



 


	(c)	The Irrevocable Instructions shall provide (inter alia) that the Pre-placed Advance shall not be
released to the Builder or to its order, and the Agent shall not agree to release a Pre-placed Advance to the Builder or its order,
unless and until:



 


	 	(i)	the Agent is satisfied that the “Protocol of Delivery and Acceptance” in respect of
the relevant Ship has been signed by the Builder and the relevant Owner and counter-signed by the Agent or one of its duly authorised
representatives; and



 


	 	(ii)	the Agent is satisfied that all the conditions precedent set out in Schedule 3, Part C in respect
of the applicable Delivery Advance have been satisfied in full (or as otherwise agreed by the Majority Lenders).



 


	(d)	The Borrower shall immediately prepay a Pre-placed Advance, together with interest thereon (calculated
in accordance with Clause 5), on the date on which the Refund Guarantor is required to return the moneys funded by that Pre-placed
Advance to the Agent in accordance with the Irrevocable Instructions (and regardless of whether the Refund Guarantor has then carried
out such instructions), provided that any moneys actually returned to the Agent from the Agent Account shall be applied by the
Agent in satisfaction of such prepayment obligation of the Borrower and in payment of any amounts payable by the Borrower under
Clause 8.9 as a result of such prepayment.



 


	(e)	In case of application of this Clause 4.8 in respect of a Pre-placed Advance, that Pre-placed Advance
shall accrue interest in accordance with the terms of Clause 5 from its Drawdown Date.



 


	5	INTEREST



 


	5.1 	Payment of normal interest. Subject to the provisions of this Agreement, interest on each
Advance or the Loan in respect of each Interest Period applicable to it shall be paid by the Borrower on the last day of that Interest
Period.



 


	5.2 	Normal rate of interest. Subject to the provisions of this Agreement, the rate of interest
on each Advance or the Loan in respect of an Interest Period applicable to it shall be the aggregate of:



 


	(a)	the Margin;




    	21 



    	 



    

	(b)	the Mandatory Cost (if any);



 


	(c)	LIBOR; and



 


	(d)	in the case of any Interest Period having a duration of less than 6 months and for which LIBOR
is not determined in accordance with the Reference Bank’s Cost of Funding, additionally in the case of the Contribution of
ING Bank N.V., London Branch, the Short Term Supplement Rate,



 


for that Interest Period but
excluding any Mandatory Costs to the extent charged on the date of this Agreement.


 


	5.3 	Payment of accrued interest. In the case of an Interest Period longer than 6 months, accrued
interest shall be paid every 6 months during that Interest Period and on the last day of that Interest Period.



 


	5.4 	Notification of Interest Periods and rates of normal interest. The Agent shall notify the Borrower
and each Lender of:



 


	(a)	each rate of interest; and



 


	(b)	the duration of each Interest Period,



 


as soon as reasonably practicable
after each is determined.


 


	5.5 	Obligation of Reference Bank to quote. The Reference Bank shall use all reasonable efforts
to supply the quotation required of it for the purposes of fixing a rate of interest under this Agreement.



 


	5.6 	Absence of quotations by Reference Bank. If the Reference Bank fails to supply a quotation
the relevant rate of interest shall be set in accordance with the following provisions of this Clause 5.



 


	5.7 	Market disruption. The following provisions of this Clause 5 apply if:



 


	(a)	no Screen Rate is available for an Interest Period and the Reference Bank does not, before 1.00
p.m. (London time) on the Quotation Date, provide quotations to the Agent in order to fix LIBOR; or



 


	(b)	at least 1 Business Day before the start of an Interest Period, Lenders having Contributions together amounting to more than 50 per cent. of the Loan (or, if an Advance has not been made, Commitments amounting to more than 50 per cent. of the Total Commitments) notify the Agent that LIBOR fixed by the Agent would not accurately reflect the cost to those Lenders of funding their respective Contributions (or any part of them) during the Interest Period in the London Interbank Market at or about 11.00 a.m. (London time) on the Quotation Date for the Interest Period; or



 


	(c)	at least 1 Business Day before the start of an Interest Period, the Agent is notified by a Lender
(the “Affected Lender”) that for any reason it is unable to obtain Dollars in the London Interbank Market in
order to fund its Contribution (or any part of it) during the Interest Period.



 


For the purposes
of Clause 5.7(b), the reference to “Lenders” shall, in the case of any Interest Period having a duration of less than
6 months, be interpreted to mean all Lenders other than ING Bank N.V., London Branch whose Commitment and/or Contribution shall
be discounted in determining whether the 50 per cent. threshold referred to in Clause 5.7(b) has been achieved and the references
to “Loan” and “Total Commitments”
in that 



    	22 



    	 



    

Clause shall be interpreted to exclude the Commitment or, as the case may be, the Contribution of ING Bank N.V., London
Branch.


 


	5.8 	Notification of market disruption. The Agent shall promptly notify the Borrower and each
of the Lenders stating the circumstances falling within Clause 5.7 which have caused its notice to be given.



 


	5.9 	Suspension of drawdown. If the Agent’s notice under Clause 5.8 is served before an
Advance is made:



 


	(a)	in a case falling within Clauses 5.7(a) or 5.7(b), the Lenders’ obligations to make the Advance;
and



 


	(b)	in a case falling within Clause 5.7(c), the Affected Lender’s obligation to participate in
the Advance,



 


shall be suspended while the
circumstances referred to in the Agent’s notice continue.


 


	5.10 	Negotiation of alternative rate of interest. If the Agent’s notice under Clause 5.8
is served after an Advance is made, the Borrower, the Agent and the Lenders or (as the case may be) the Affected Lender shall use
reasonable endeavours to agree, within the 30 days after the date on which the Agent serves its notice under Clause 5.8 (the “Negotiation
Period”), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may
be) the Affected Lender to fund or continue to fund their or its Contribution during the Interest Period concerned.



 


	5.11 	Application of agreed alternative rate of interest. Any alternative interest rate or an
alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed.



 


	5.12 	Alternative rate of interest in absence of agreement. If an alternative interest rate or
alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the
Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an
interest period and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in
Dollars or in any available currency of their or its Contribution plus the Margin and the Mandatory Cost (if any); and the procedure
provided for by this Clause 5.12 shall be repeated if the relevant circumstances are continuing at the end of the interest period
so set by the Agent.



 


	5.13 	Notice of prepayment. If the Borrower does not agree with an interest rate set by the Agent
under Clause 5.12, the Borrower may give the Agent not less than 3 Business Days’ notice of its intention to prepay the Loan
or (as the case may be) the Affected Lender’s Contribution, at the end of the interest period set by the Agent.



 


	5.14 	Prepayment; termination of Commitments. A notice under Clause 5.13 shall be irrevocable;
the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrower’s notice of
intended prepayment; and:



 


	(a)	on the date on which the Agent serves that notice, the Total Commitments or (as the case may require)
the Commitment of the relevant Affected Lender shall be cancelled; and



 


	(b)	on the last Business Day of the interest period set by the Agent, the Borrower shall prepay (without
premium or penalty) the Loan or, as the case may be, the relevant Affected Lender’s Contribution, together with accrued interest
thereon at the applicable rate plus the Margin and the Mandatory Cost (if any).




    	23 



    	 



    

	5.15 	Application of prepayment. The provisions of Clause 8 shall apply in relation to the prepayment.



 


	6	INTEREST PERIODS



 


	6.1 	Commencement of Interest Periods. The first Interest Period applicable to an Advance shall
commence on the Drawdown Date applicable to it and each subsequent Interest Period shall commence on the expiry of the preceding
Interest Period.



 


	6.2 	Duration of normal Interest Periods. Subject to Clauses 6.3 and 6.4, each Interest Period
shall be:



 


	(a)	1, 3, 6 or 12 months as notified by the Borrower to the Agent not later than 11.00 a.m. (London
time) 2 Business Days before the commencement of the Interest Period; or



 


	(b)	in the case of the first Interest Period applicable to the second or any subsequent Advance relating
to a Ship, a period ending on the last day of the then current Interest Period applicable to the then outstanding Advance or Advances
relating to that Ship, whereupon all of the Advances relating to that Ship shall be consolidated and treated as a single Advance;



 


	(c)	6 months, if the Borrower fails to notify the Agent by the time specified in paragraph (a); or



 


	(d)	such other period as the Agent may, with the authorisation of all the Majority Lenders, agree with
the Borrower.



 


	6.3 	Duration of Interest Periods for repayment instalments. In respect of an amount due to be
repaid under Clause 8 on a particular Repayment Date, an Interest Period shall end on that Repayment Date.



 


	6.4 	Non-availability of matching deposits for Interest Period selected. If, after the Borrower
has selected an Interest Period longer than 6 months, any Lender notifies the Agent by 11.00 a.m. (London time) on the third Business
Day before the commencement of the Interest Period that it is not satisfied that deposits in Dollars for a period equal to the
Interest Period will be available to it in the London Interbank Market when the Interest Period commences, the Interest Period
shall be of 6 months unless the Borrower does not agree in which case the procedure referred to in Clause 5 (arising from a notification
to the Agent pursuant to Clause 5.7(c)) shall apply.



 


	7	DEFAULT INTEREST



 


	7.1 	Payment of default interest on overdue amounts. The Borrower shall pay interest in accordance
with the following provisions of this Clause 7 on any amount payable by the Borrower under any Finance Document which the Agent,
the Security Trustee or the other designated payee does not receive on or before the relevant date, that is:



 


	(a)	the date on which the Finance Documents provide that such amount is due for payment; or



 


	(b)	if a Finance Document provides that such amount is payable on demand, the date falling 3 Business
Days after the date on which the demand is served; or



 


	(c)	if such amount has become immediately due and payable under Clause 19.4, the date on which it became
immediately due and payable.




    	24 



    	 



    

	7.2 	Default rate of interest. Interest shall accrue on an overdue amount from (and including)
the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Agent
to be 2 per cent. above:



 


	(a)	in the case of an overdue amount of principal, either the rate set out at Clause 7.3(a) (during
any unexpired part of any current Interest Period applicable to that overdue amount immediately prior to the relevant date) or
the rate set out at Clause 7.3(b) (in all other cases); or



 


	(b)	in the case of any other overdue amount, the rate set out at Clause 7.3(b).



 


	7.3 	Calculation of default rate of interest. The rates referred to in Clause 7.2 are:



 


	(a)	the rate applicable to the overdue principal amount immediately prior to the relevant date (but
only for any unexpired part of any then current Interest Period applicable to it);



 


	(b)	the aggregate of the Margin and, to the extent higher than the Mandatory Cost applicable on the
date of this Agreement, the Mandatory Cost (if any) plus, in respect of successive periods of any duration (including at call)
up to 3 months which the Agent may select from time to time:



 


	 	(i)	LIBOR and, in the case of the Contribution of ING Bank N.V., London Branch, additionally the Short
Term Supplement Rate; or



 


	 	(ii)	if the Agent (after consultation with the Reference Bank) determines that Dollar deposits for any
such period are not being made available to the Reference Bank by leading banks in the London Interbank Market in the ordinary
course of business, a rate from time to time determined by the Agent by reference to the cost of funds to the Reference Bank from
such other sources as the Agent (after consultation with the Reference Bank) may from time to time determine.



 


	7.4 	Notification of interest periods and default rates. The Agent shall promptly notify the
Lenders and the Borrower of each interest rate determined by the Agent under Clause 7.3 and of each period selected by the Agent
for the purposes of paragraph 7.3(b) of that Clause; but this shall not be taken to imply that the Borrower is liable to pay such
interest only with effect from the date of the Agent’s notification.



 


	7.5 	Payment of accrued default interest. Subject to the other provisions of this Agreement,
any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined; and the
payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due.
	 	 
	7.6	Compounding of default interest. Any such interest which is not paid
                   at the end of the period by reference to which it was determined shall thereupon be compounded.



 


	7.7 	Application to Master Agreement. For the avoidance of doubt, this Clause 7 does not apply
to any amount payable under the Master Agreement in respect of any continuing Designated Transaction as to which section 2(e) (Default
Interest; Other Amounts) of the Master Agreement shall apply.



 


	8	REPAYMENT AND PREPAYMENT



 


	8.1 	Amount of repayment instalments. The Borrower shall repay each Tranche by:



 


	(a)	16 consecutive six-monthly instalments (each, a “Six-monthly Instalment”) each
in an amount equal to X; and



 


	(b)	a balloon instalment in the amount equal to Y.




    	25 



    	 



    

In this Clause 8.1:


 


	 	(i)	“X” means an amount equal to the amount of that Tranche outstanding on the Drawdown
Date of the Delivery Advance for the Ship financed by that Tranche (after the drawdown of the relevant Delivery Advance) divided
by 30;



 


	 	(ii)	“Y” means an amount equal to the Tranche outstanding on the Drawdown Date of
the Delivery Advance for the Ship financed by that Tranche (after the drawdown of the relevant Delivery Advance) multiplied by
the relevant fraction; and



 


	 	(iii)	“relevant fraction” means a fraction whose numerator is 14 and denominator is
30.



 


	8.2 	Repayment Dates. The first Six-monthly Instalment for each Tranche shall be repaid on the
date falling six months after the Drawdown Date of the Delivery Advance for the Ship being financed by that Tranche (or, if earlier,
the date falling 6 months after the last day of the Availability Period) and the last Six-monthly Instalment shall be repaid on
the eighth anniversary of the earlier of (a) the Drawdown Date of the Delivery Advance of the relevant Ship and (b) the last date
of the Availability Period.



 


	8.3 	Final Repayment Date. On the final Repayment Date, the Borrower shall additionally pay to
the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document.



 


	8.4 	Voluntary prepayment. Subject to the following conditions, the Borrower may prepay the whole
or any part of an Advance at any time.



 


	8.5 	Conditions for voluntary prepayment. The conditions referred to in Clause 8.4 are that:



 


	(a)	a partial prepayment shall be equal to a Six-monthly Instalment or a higher integral multiple thereof;



 


	(b)	the Agent has received from the Borrower at least 5 days’ prior written notice specifying
the amount to be prepaid and the date on which the prepayment is to be made; and



 


	(c)	if a prepayment is not made on the last day of an Interest Period, the Borrower shall pay to the
Agent in relation to such prepayment any additional amounts determined by reference to Clause 8.9.



 


	8.6 	Effect of notice of prepayment. A prepayment notice may not be withdrawn or amended without
the consent of the Agent (such consent not to be unreasonably withheld or delayed), given with the authorisation of the Majority
Lenders, and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment
specified in the prepayment notice.



 


	8.7 	Notification of notice of prepayment. The Agent shall notify the Lenders promptly upon receiving
a prepayment notice.



 


	8.8 	Mandatory prepayment. The Borrower shall be obliged to prepay the Relevant Amount:



 


	(a)	if a Ship is sold, on or before the date on which the sale is completed by delivery of that Ship
to its buyer;



 


	(b)	if a Ship becomes a Total Loss, on the earlier of the date falling 90 days (in the case of a Total
Loss falling within paragraph (c) of the definition of that term) or 180 days (in all other cases) after the Total Loss Date (or
such later date as the Agent (acting on the




    	26 



    	 



    

instructions
of the Majority Lenders) may agree) and the date of receipt by the Security Trustee of the proceeds of insurance relating to such
Total Loss; or


 


	(c)	if any of the following occurs, on demand by the Security Trustee:



 


	 	(i)	either the Shipbuilding Contract or the Refund Guarantee in relation to a Ship is cancelled, terminated,
rescinded or otherwise ceases to remain in force for any reason; or



 


	 	(ii)	the Shipbuilding Contract for a Ship is materially amended or varied without the prior written
consent of the Agent (acting upon the instructions of the Majority Lenders) except for any such amendment or variation as is permitted
by this Agreement or any other relevant Finance Document; or



 


	 	(iii)	a Ship has not for any reason been delivered to, and accepted by, the relevant Owner under the
Shipbuilding Contract for that Ship by the end of the Availability Period,



 


Provided
however that the Borrower shall not be obliged to prepay the Relevant Amount in the event of a Refund Guarantee being cancelled,
terminated or rescinded if, within 15 days after the earlier of (1) the date when the Borrower became aware that the relevant event
occurred or started to exist and (2) the date when the Agent notifies the Borrower in writing that the relevant event has occurred
or exists, the Borrower has:


 


	 	(A)	arranged the issuing of a new substitute refund guarantee for its Shipbuilding Contract in favour
of the relevant Owner, in form and substance substantially similar to the relevant Refund Guarantee and issued by a bank acceptable
to the Agent (acting on the instructions of the Majority Lenders in their discretion);



 


	 	(B)	assigned in favour of the Security Trustee (at the expense of the Borrower) the benefit of such
new substitute refund guarantee by executing a security assignment agreement in a form similar to the relevant Pre-delivery Security
Assignment (and has delivered to the Security Trustee any notices of assignment thereunder and has used its best endeavours to
deliver to the Security Trustee acknowledgements or further documents required to be delivered pursuant thereto); and



 


	 	(C)	provided the Agent (at the expense of the Borrower) with any legal opinion in respect of the matters
referred to in paragraphs (A) and (B) above, in form and substance satisfactory to the Agent.



 


In this Clause “Relevant
Amount” means:


 


	 	(A)	if any of the events referred to in paragraphs (a) or (b) of this Clause 8.8 occurs:



 


	 	(1)	in the case of the Ship to be first sold or lost such amount of the Loan which, after giving credit
for the amount of the prepayment made pursuant to this Clause 8.8, results in the Combined Asset Cover Ratio being equal to 140
per cent. unless:



 


	 	(aa)	the Combined Asset Cover Ratio maintained on the date of sale of, or the Total Loss Date in respect
of, the Ship which has been sold or lost was less than 140 per cent. in which case the amount to be prepaid shall be an amount
which, after giving credit to the same, results in the




    	27 



    	 



    

Combined Asset Cover Ratio
being equal to the higher of (i) the Combined Asset Cover Ratio which applied on the date of sale of, or the Total Loss Date in
respect of, the Ship which was sold or lost and (ii) 120 per cent.; or


 


	 	(bb)	the net proceeds from the sale or Total Loss of that Ship are insufficient to make either of the
aforementioned prepayments specified in this sub-paragraph (A)(1) in which case the Borrower shall apply the whole of the net proceeds
from such sale or Total Loss in prepayment of the Loan; and



 


	 	(2)	in any other case, the whole of the Loan; and



 


	 	(B)	if any of the events referred to in paragraph (c) of this Clause 8.8 occurs, the whole of the Pre-Delivery
Advances used to part-finance the relevant Ship whereupon the undrawn portion of the Pre-Delivery Advances relating to the relevant
Ship shall be cancelled.



 


	8.9 	Amounts payable on prepayment. A prepayment shall be made together with accrued interest
(and any other amount payable under Clause 21 or otherwise) in respect of the amount prepaid and, if the prepayment is not made
on the last day of an Interest Period together with any sums payable under Clause 21.1(b) but without premium or penalty.



 


	8.10 	Application of partial prepayment. Each partial prepayment made pursuant to:



 


	(a)	Clause 8.4, shall be applied against the Six-monthly Instalments of the relevant Tranche prepaid
as specified in Clause 8.1 either pro rata, in inverse order of maturity or in direct order of maturity, at the Borrower’s
option; and



 


	(b)	Clauses 8.8(a) or 8.8(b), shall be applied in full prepayment of the Tranche used to finance the
Ship which has been sold or become a Total Loss and any balance shall be applied against the Six-monthly Instalments of the other
Tranche specified in Clause 8.1 either pro rata, in inverse order of maturity or in direct order of maturity, at the Borrower’s
option.



 


	8.11 	No reborrowing. No amount prepaid may be reborrowed.



 


	8.12 	Unwinding of Designated Transactions. On or prior to any prepayment of the Loan under this
Clause 8 or any other provision of this Agreement, the Borrower shall wholly or partially reverse, offset, unwind or otherwise
terminate one or more of the continuing Designated Transactions to the extent necessary to ensure that the notional principal amount
of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled
amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 8.1.



 


	8.13 	Prepayment of swap benefit. If a Designated Transaction is terminated in circumstances where
the Swap Bank would be obliged to pay an amount to the Borrower under the Master Agreement, the Borrower hereby agrees that such
payment shall, if an Event of Default is continuing at that time, be applied in prepayment of the Loan in accordance with Clause
8.10(a) and authorises the Swap Bank to pay such amount to the Agent for such purpose.



 


	8.14 	Voluntary cancellation. Subject to the following conditions, the Borrower may cancel the
whole or any part of the Commitment.



 


	8.15 	Conditions for voluntary cancellation. The conditions referred to in Clause 8.14 are that:




    	28 



    	 



    

	(a)	a partial cancellation shall be equal to a Six-monthly Instalment or a higher integral multiple
thereof; and



 


	(b)	the Agent has received from the Borrower at least 5 Business Days’ prior written notice specifying
the amount to be cancelled and the date on which the cancellation is to be made.



 


	8.16 	Effect of notice of cancellation. A cancellation notice may not be withdrawn or amended
without the consent of the Agent, given with the authorisation of the Majority Lenders, and on the date for cancellation specified
in the cancellation notice, the amount of the Commitment specified in the cancellation notice shall become permanently cancelled
and the Borrower shall pay any commitment fee accrued under Clause 20 in respect of the amount cancelled up until the date of cancellation.



 


	9	CONDITIONS PRECEDENT



 


	9.1 	Documents, fees and no default. Each Lender’s obligation to contribute to an Advance
is subject to the following conditions precedent:



 


	(a)	that, on or before the service of the first Drawdown Notice, the Agent receives the documents described
in Part A of Schedule 3 in form and substance satisfactory to the Agent;



 


	(b)	that, on each Drawdown Date in respect of a Pre-delivery Advance but prior to the making of that
Pre-delivery Advance, the Agent receives or is satisfied that it will receive on the making of that Advance the documents described
in Part B of Schedule 3 in form and substance satisfactory to it;



 


	(c)	that, on each Drawdown Date in respect of a Delivery Advance but prior to the making of that Delivery
Advance, the Agent receives or is satisfied that it will receive on the making of that Advance the documents described in Part
C of Schedule 3 in form and substance satisfactory to it;



 


	(d)	that, on or before the Drawdown Date in respect of the second Delivery Advance to be made available,
the Agent receives all accrued commitment fee payable pursuant to Clause 20.1;



 


	(e)	that both at the date of each Drawdown Notice and at each Drawdown Date:



 


	 	(i)	no Event of Default or Potential Event of Default has occurred and is continuing or would result
from the borrowing of the Advance;



 


	 	(ii)	the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party
which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference
to the circumstances then existing; and



 


	 	(iii)	none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and



 


	(f)	that the Agent has received, and found to be acceptable to it, any further opinions, consents,
agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders,
request by notice to the Borrower prior to the Drawdown Date.



 


	9.2 	Waiver of conditions precedent. If the Majority Lenders, at their discretion, permit an
Advance to be borrowed before certain of the conditions referred to in Clause 9.1 are satisfied, the Borrower shall ensure that
those conditions are satisfied within 20 Business




    	29 



    	 



    

Days after
the Drawdown Date relative to that Advance (or such longer period as the Agent may, with the authorisation of the Majority Lenders,
specify).


 


	10	REPRESENTATIONS AND WARRANTIES



 


	10.1 	General. The Borrower represents and warrants to each Creditor Party as follows, subject
always to any qualifications contained in the legal opinions obtained by the Agent pursuant to the provisions of Clause 9.



 


	10.2 	Status. The Borrower is duly incorporated and validly existing and in good standing under
the laws of the Marshall Islands.



 


	10.3 	Corporate power. The Borrower has (and in the case of paragraph (a) procures that each Owner
has) the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:



 


	(a)	to execute the Shipbuilding Contract to which it is a party and to purchase and pay for its Ship
under such Shipbuilding Contract;



 


	(b)	to execute the Finance Documents to which it is a party; and



 


	(c)	to borrow under this Agreement, to enter into Designated Transactions under the Master Agreement
and to make all the payments contemplated by, and to comply with, those Finance Documents.



 


	10.4 	Consents in force. All the consents referred to in Clause 10.3 remain in force and nothing
has occurred which makes any of them liable to revocation.



 


	10.5 	Legal validity; effective Security Interests. The Finance Documents to which the Borrower
is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for
in the Finance Documents):



 


	(a)	constitute the Borrower’s legal, valid and binding obligations enforceable against it in
accordance with their respective terms; and



 


	(b)	create legal, valid and binding Security Interests enforceable in accordance with their respective
terms over all the assets to which they, by their terms, relate,



 


subject to any relevant insolvency
laws affecting creditors’ rights generally.


 


	10.6 	No third party Security Interests. Without limiting the generality of Clause 10.5, at the
time of the execution and delivery of each Finance Document:



 


	(a)	the Borrower which is a party to that Finance Document will have the right to create all the Security
Interests which that Finance Document purports to create; and



 


	(b)	no third party will have any Security Interest (except for Permitted Security Interests) or any
other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.



 


	10.7 	No conflicts. The execution by the Borrower of each Finance Document to which it is a party,
and the borrowing by the Borrower of the Loan, and its compliance with each Finance Document to which it is a party will not involve
or lead to a contravention of:



 


	(a)	any law or regulation; or



 


	(b)	the constitutional documents of the Borrower; or




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		(c)	any contractual or other obligation or restriction which is binding on the Borrower or any of its
assets.



 


		10.8	No withholding taxes. All payments which the Borrower is liable to make under the Finance
Documents to which it is a party may be made without deduction or withholding for or on account of any tax payable under any law
of any Pertinent Jurisdiction.



 


		10.9	No default. No Event of Default has occurred and is continuing.



 


		10.10	Information. All information which has been provided in writing by or on behalf of the Borrower
or any Security Party to the Agent in connection with any Finance Document satisfied the requirements of Clause 11.4; all audited
and unaudited accounts which have been so provided satisfied the requirements of Clause 11.6.



 


		10.11	No litigation. No legal or administrative action involving the Borrower or any Owner (including
action relating to any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken which, would be likely
to have a material adverse effect on the Borrower’s or an Owner’s financial position.



 


		10.12	Validity and completeness of Shipbuilding Contracts. 



 


		(a)	The copies of the Shipbuilding Contracts delivered to the Agent before the date of this Agreement
are true and complete copies (and include all amendments or additions to each Shipbuilding Contract made on or before the date
of this Agreement);



 


		(b)	each Shipbuilding Contract constitutes valid, binding and enforceable obligations of the relevant
Owner in accordance with its terms; and



 


		(c)	neither the Owners nor, to the best of the Borrower’s knowledge, the Builder have waived
any of their respective rights under the Shipbuilding Contracts.



 


		10.13	Compliance with certain undertakings. At the date of this Agreement, the Borrower is in
compliance with Clauses 11.2, 11.4, 11.8 and 11.12.



 


		10.14	Taxes paid. The Borrower has paid all taxes applicable to, or imposed on or in relation
to the Borrower and its business.



 


		10.15	No money laundering. Without prejudice to the generality of Clause 2.3, in relation to the
borrowing by the Borrower of the Loan, the performance and discharge of its obligations and liabilities under the Finance Documents,
and the transactions and other arrangements affected or contemplated by the Finance Documents to which the Borrower is a party,
the Borrower confirms (i) that it is acting for its own account; (ii) that it will use the proceeds of the Loan for the benefit
of the Borrower’s Group, under its full responsibility and exclusively for the purposes specified in this Agreement; and
(iii) that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure
or procedure implemented to combat “money laundering” (as defined in Article 1 of Directive 2005/60/EC of the European
Parliament and of the Council).



 


		11	GENERAL UNDERTAKINGS



 


		11.1	General. The Borrower undertakes with each Creditor Party to comply with the following provisions
of this Clause 11 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders,
otherwise permit.



 


		11.2	Title; negative pledge and pari passu ranking. The Borrower will:




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		(a)	hold the entire legal and beneficial interest in each Owner free from all Security Interests and
other interests and rights of every kind, except for Permitted Security Interests; and



 


		(b)	procure that its liabilities under the Finance Documents to which it is a party do and will rank
at least pari passu with all its other present and future unsecured liabilities, except for liabilities which are mandatorily preferred
by law.



 


		11.3	No disposal of assets. The Borrower will not transfer, lease or otherwise dispose of all or substantially all of its assets (including, without limitation, the share capital of the Owners), whether by one transaction or a number of transactions, whether related or not



 


		11.4	Information provided to be accurate. All financial and other information which is provided
in writing by or on behalf of the Borrower under or in connection with any Finance Document will be true and not misleading and
will not omit any material fact or consideration.



 


		11.5	Provision of financial statements. The Borrower will send to the Agent:



 


		(a)	as soon as possible, but in no event later than 180 days after the end of each Financial Year of
the Borrower (commencing with the Financial Year ended 31 December 2010), the audited consolidated accounts of the Borrower’s
Group for that Financial Year; and



 


		(b)	as soon as possible, but in no event later than 90 days after the end of each 3-month period in
each Financial Year of the Borrower ending on 31 March, 30 June, 30 September and 31 December, the unaudited consolidated accounts
of the Borrower’s Group for that 3-month period.



 


		11.6	Form of financial statements. All accounts (audited and unaudited) delivered under Clause
11.5 will:



 


		(a)	be prepared in accordance with all applicable laws and USGAAP consistently applied;



 


		(b)	give a true and fair view of the state of affairs of the Borrower’s Group at the date of
those accounts and of its profit for the period to which those accounts relate; and



 


		(c)	fully disclose or provide for all significant liabilities of the Borrower’s Group.



 


	11.7	Shareholder and creditor notices. The Borrower will send to the Agent, at
               the same time as they are despatched, copies of all material communications which are despatched to the Borrower’s
               shareholders or creditors in general (unless prohibited by law or regulation to do so) unless such communications
               are available through the internet whereupon the Borrower shall discharge its obligations under this Clause 11.7
               by directing the Agent or any Lender in this way.
	 	 
	 	In this Clause 11.7, “material communication” means any communication
               which shows that there has been a material adverse change in the financial position of the Borrower or that an
               Event of Default has occurred
	 	 
	11.8	Consents. The Borrower will maintain in force and promptly obtain or renew, and will promptly
following the Agent’s request send certified copies to the Agent of, all consents required:



 


		(a)	for the Borrower and each Owner to perform its obligations under any Finance Document to which
it is a party;



 


		(b)	for the validity or enforceability of any Finance Document to which it is a party;



 


		(c)	for each Owner to continue to own and operate the Ship owned by it,




    	32



    	



    




and the Borrower will comply
with the terms of all such consents unless a waiver in relation thereto has been obtained.


 


		11.9	Maintenance of Security Interests. The Borrower will:



 


		(a)	at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates
the obligations and the Security Interests which it purports to create; and



 


		(b)	without limiting the generality of paragraph (a), at its own cost, promptly register, file, record
or enrol any Finance Document with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar
tax in all Pertinent Jurisdictions in respect of any Finance Document, give any notice or take any other step which, in the reasonable
opinion of the Majority Lenders, is or has become necessary for any Finance Document to be valid, enforceable or admissible in
evidence or to ensure or protect the priority of any Security Interest which it creates.



 


		11.10	Notification of litigation. The Borrower will provide the Agent with details of any legal
or administrative action involving the Borrower, any Security Party, the Approved Manager (subject to such action, in the case
of the Approved Manager, being connected to either of the Ships, their Owners, their Earnings or their Insurances) or either Ship,
her Earnings or her Insurances as soon as such action is instituted, unless it is clear that the legal or administrative action
cannot be considered material in the context of any Finance Document.



 


		11.11	No amendment to Shipbuilding Contracts or Refund Guarantees. The Borrower shall ensure that
no Owner will agree to any material amendment or supplement to, or waive or fail to enforce, either Shipbuilding Contract or either
Refund Guarantee to which it is a party or any of their respective provisions.



 


		11.12	Principal place of business. The Borrower will keep its corporate documents and records,
at the address stated at Clause 28.2(a); and the Borrower will not establish, or do anything as a result of which it would be deemed
to have, a place of business in England and Wales or the United States of America.



 


		11.13	Notification of default. The Borrower will notify the Agent as soon as the Borrower becomes
aware of the occurrence of an Event of Default which is continuing and will keep the Agent fully up-to-date with all developments
while such Event of Default is continuing.



 


		11.14	Provision of further information. The Borrower will, as soon as practicable after receiving
the request, provide the Agent with any additional financial or other information relating:



 


		(a)	to the Borrower, each Ship, her Earnings or her Insurances; or



 


		(b)	to any other matter relevant to, or to any provision of, a Finance Document,



 


which may be requested
by the Agent, the Security Trustee or any Lender at any time.


 


		11.15	Provision of copies and translation of documents. The Borrower will supply the Agent with
a sufficient number of copies of the documents referred to above to provide 1 copy for each Creditor Party; and if the Agent so
requires in respect of any of those documents, the Borrower will provide a certified English translation prepared by a translator
approved by the Agent.



 


		11.16	“Know your customer” checks. If:




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		(a)	the introduction of or any change in (or in the interpretation, administration or application of)
any law or regulation made after the date of this Agreement;



 


		(b)	any change in the status of the Borrower or any Security Party after the date of this Agreement;
or



 


		(c)	an assignment or transfer by a Lender of any of its rights and obligations under this Agreement
to a party that is not a Lender prior to such assignment or transfer,



 


obliges the Agent or any
Lender (or, in the case of paragraph (c), any new Lender) to comply with “know your customer” or similar identification
procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the
request of the Agent or the Lender concerned supply, or procure the supply of, such documentation and other evidence as is reasonably
requested by the Agent (for itself or on behalf of any Lender) or the Lender concerned (for itself or, in the case of the event
described in paragraph (c), on behalf of any new Lender) in order for the Agent, or the Lender concerned or, in the case of the
event described in paragraph (c), any new Lender to carry out and be satisfied it has complied with all necessary “know your
customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in
the Finance Documents. To the extent the Borrower can satisfy any request of the Agent or a Lender under this Clause 11.16 by referring
the Agent, or, as the case may be, the Lender concerned to its website or its filing with the U.S. Securities and Exchange Commission,
the Agent and each other Creditor Party agree that the Borrower shall have satisfied its obligations under this Clause 11.16 upon
directing such Creditor Party in this way.


 


		12	CORPORATE UNDERTAKINGS



 


		12.1	General. The Borrower also undertakes with each Creditor Party to comply with the following
provisions of this Clause 12 at all times during the Security Period except as the Agent may, with the authorisation of the Majority
Lenders, otherwise permit.



 


		12.2	Maintenance of status. The Borrower will maintain its separate corporate existence and remain
in good standing under the laws of the Marshall Islands.



 


		12.3	Negative undertakings. The Borrower will not:



 


		(a)	change the nature of its business; or



 


		(b)	pay any dividend or make any other form of distribution at any time when an Event of Default has
occurred and is continuing or will result from the payment of any dividend or the making of any other form of distribution;



 


		(c)	commence any action or procedure to effect any form of redemption, purchase or return of share
capital at any time while an Event of Default has occurred and is continuing or will result from any form of redemption, purchase
or return of share capital; or



 


		(d)	provide any form of credit or financial assistance to:



 


		(i)	a person who is directly or indirectly interested in the Borrower’s share or loan capital; or



 


		(ii)	any company in or with which such a person is directly or indirectly interested or connected



 


			or enter into any transaction with or involving such a person or company on terms which are, in
any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length; or




    	34



    	



    




		(e)	enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation
unless, in each case, the Borrower is the surviving entity and such action shall not result in the occurrence of an Event of Default;



 


		(f)	cause the shares of the Borrower to cease to be listed on the New York Stock Exchange unless there
is no material adverse change in the financial position of the Borrower as a result of, or following, such de-listing.



 


		12.4	Financial covenants. The Borrower shall ensure that:



 


		(a)	on each Compliance Date, the ratio of EBITDA to Net Interest Expense shall not be less than 2.5:1;
and



 


		(b)	at all times, the aggregate of all Cash and Cash Equivalents shall not be less than the higher
of:



 


		(i)	$30,000,000 (or the equivalent in any other currency); and



 


		(ii)	an amount equal to 3 per cent. of the Total Bank Debt.



 


		12.5	Compliance check. Compliance with the undertakings contained in Clause 12.4 shall be determined
by reference to:



 


		(a)	in the case of each Compliance Date falling on 30 June, the unaudited Applicable Accounts of the
Borrower’s Group for the 6-month period ending on that Compliance Date; and



 


		(b)	in the case of each Compliance Date falling on 31 December, the annual audited Applicable Accounts
of the Borrower’s Group for the Financial Year ending on that Compliance Date.



 


At the same time as it
delivers the Applicable Accounts referred to in paragraphs (a) and (b) of this Clause 12.5, the Borrower shall deliver to the Agent
a certificate in the form set out in Schedule 6 demonstrating its compliance (or not, as the case may be) with the provisions of
Clause 12.4 signed by the chief financial officer of the Borrower.


 


		12.6	Subordination of rights of Borrower. All rights which the Borrower at any time has against
any Owner or their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents;
and in particular, the Borrower shall not during the Security Period:



 


		(a)	claim, or in a bankruptcy of any Owner prove for, any amount payable to the Borrower by an Owner
in priority to the Creditor Parties; or



 


		(b)	take or enforce any Security Interest for any such amount; or



 


		(c)	claim to set-off any such amount against any amount payable by the Borrower to any Owner.



 


		12.7	Maintenance of ownership of Owners. The Borrower shall remain the direct or indirect legal
owner of the entire issued and allotted share capital of each Owner which at the relevant time is party to a Guarantee free from
any Security Interest.



 


		12.8	Hedging of interest rate risks. The Borrower may, from time to time, enter into Designated
Transactions with the Swap Bank for the purpose of hedging all or the major part of the interest rate risk under this Agreement
throughout the Security Period. The 
	




    	35



    	



    


	 	 	Borrower shall discuss with the Swap Bank any hedging strategy for the Loan and shall give
the Swap Bank a right of first refusal to quote for all hedging related services.



 


		13	INSURANCE



 


		13.1	General. The Borrower also undertakes with each Creditor Party to procure that each Owner
complies with the following provisions of this Clause 13 at all times during the Security Period (after the later of (i) the Delivery
Date of that Owner’s Ship and (ii) the Drawdown Date for the Delivery Advance in respect of that Owner’s Ship) except
as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.



 


		13.2	Maintenance of obligatory insurances. The Borrower shall procure that each Owner shall keep
the Ship owned by it insured at the expense of that Owner against:



 


		(a)	fire and usual marine risks (including hull and machinery and excess risks);



 


		(b)	war risks;



 


		(c)	protection and indemnity risks (including, without limitation, pollution risks) for the full tonnage
of that Ship as an entry with a protection and indemnity association being a member of the International Group of Protection and
Indemnity Clubs; and



 


		(d)	any other risks against, or additional insurance (other than loss of hire or political risks),
which the Security Trustee considers, having regard to practices and other circumstances prevailing at the relevant time, it would
in the opinion of the Security Trustee be reasonable for that Owner to insure or to effect and which are specified by the Security
Trustee by notice to that Owner.



 


		13.3	Terms of obligatory insurances. The Borrower shall procure that each Owner shall effect
such insurances:



 


		(a)	in Dollars;



 


		(b)	in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis
at least the greater of (i) the Market Value of the Ship owned by it and (ii) an amount, which when aggregated with the amount
for which the other Ship which is subject to a Mortgage at the relevant time is insured pursuant to this Agreement, equal to 120
per cent. of the aggregate of the Loan and the Swap Exposure;



 


		(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level
of cover from time to time available under basic protection and indemnity club entry from a member of the International Group of
Protection and Indemnity Clubs;



 


		(d)	in relation to protection and indemnity risks in respect of the full tonnage of the Ship owned
by it;



 


		(e)	on approved terms (and, for the time being (and until such time as the Agent may advise otherwise),
the standard insurance terms arranged by the Approved Manager as at the date of this Agreement for vessels managed by it are considered
approved for the purpose of this Clause 13); and



 


		(f)	through approved brokers and with approved insurance companies and/or underwriters or, in the case
of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations, in each
case if other than the Swedish Club.



 


		13.4	Further protections for the Creditor Parties. In addition to the terms set out in Clause
13.3, the Borrower shall procure that the obligatory insurances effected by the relevant Owner shall:




    	36



    	



    




		(a)	subject always to paragraph (b), name that Owner as the sole named assured unless the interest
of every other named assured is limited:



 


		(i)	in respect of any obligatory insurances for hull and machinery and war risks;



 


		(A)	to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable
claim on underwriters; and



 


		(B)	to any third party liability claims where cover for such claims is provided by the policy (and
then only in respect of discharge of any claims made against it); and



 


		(ii)	in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it
is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;



 


and every
other named assured has undertaken in writing to the Security Trustee (in such form as it requires) that any deductible shall be
apportioned between that Owner and every other named assured in proportion to the gross claims made or paid by each of them and
that it shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect
or recover any moneys which at any time become payable in respect of the obligatory insurances;


 


		(b)	whenever the Security Trustee requires, name (or be amended to name) the Security Trustee as additional
named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against
the Security Trustee, but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls
or other assessments in respect of such insurance;



 


		(c)	unless already named as an additional assured, name the Security Trustee as loss payee with such
directions for payment as the Security Trustee may specify;



 


		(d)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the
Security Trustee shall be made without set-off, counterclaim or deductions or condition whatsoever;



 


		(e)	provide that the obligatory insurances shall be primary without right of contribution from other
insurances which may be carried by the Security Trustee or any other Creditor Party; and



 


		(f)	provide that the Security Trustee may make proof of loss if that Owner fails to do so.



 


		13.5	Renewal of obligatory insurances. The Borrower shall procure that each Owner shall:



 


		(a)	at least 21 days before the expiry of any obligatory insurance effected by it:



 


		(i)	notify the Security Trustee of the brokers (or other insurers) and any protection and indemnity
or war risks association through or with whom that Owner proposes to renew that obligatory insurance and of the proposed terms
of renewal; and



 


		(ii)	obtain the Security Trustee’s approval to the matters referred to in paragraph (i);



 


		(b)	at least 14 days before the expiry of any obligatory insurance effected by it, renew that obligatory
insurance in accordance with the Security Trustee’s approval pursuant to paragraph (a); and




    	37



    	



    




		(c)	procure that the approved brokers and/or the war risks and protection and indemnity associations
with which such a renewal is effected shall promptly after the renewal notify the Security Trustee in writing of the terms and
conditions of the renewal.



 


		13.6	Copies of policies; letters of undertaking. The Borrower shall procure that each Owner shall
ensure that all approved brokers provide the Security Trustee with pro forma copies of all policies relating to the obligatory
insurances which they are to effect or renew and of a letter or letters or undertaking in a form which is customary in major marine
insurance markets.



 


		13.7	Copies of certificates of entry. The Borrower shall procure that each Owner shall ensure
that any protection and indemnity and/or war risks associations in which the Ship owned by it is entered provides the Security
Trustee with:



 


		(a)	a certified copy of the certificate of entry for that Ship;



 


		(b)	a letter or letters of undertaking in the form usually issued by such protection and indemnity
and/or war risks association; and



 


		(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other
Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship.



 


		13.8	Deposit of original policies. The Borrower shall procure that each Owner shall ensure that
all policies relating to obligatory insurances effected by it are deposited with the approved brokers through which the insurances
are effected or renewed.



 


		13.9	Payment of premiums. The Borrower shall procure that each Owner shall punctually pay all
premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so
required by the Security Trustee unless contested in good faith so long as it does not, in the reasonable opinion of the Security
Trustee, affect the relevant obligatory insurances effected.



 


		13.10	Guarantees. The Borrower shall procure that each Owner shall ensure that any guarantees
required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.



 


		13.11	Compliance with terms of insurances. The Borrower shall procure that no Owner shall do nor
omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid,
void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in
particular:



 


		(a)	each Owner shall take all necessary action and comply with all requirements which may from time
to time be applicable to the obligatory insurances, and (without limiting the obligation contained in Clause 13.6(c)) ensure that
the obligatory insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given
its prior approval;



 


		(b)	no Owner shall make any changes relating to the classification or classification society or manager
or operator of the Ship owned by it approved by the underwriters of the obligatory insurances;



 


		(c)	each Owner shall make (and promptly supply copies to the Agent of) all quarterly or other voyage
declarations which may be required by the protection and indemnity risks association in which the Ship owned by it is entered to
maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution
Act 1990 or any other applicable legislation); and




    	38



    	



    




		(d)	no Owner shall employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity
with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with
any requirements (as to extra premium or otherwise) which the insurers specify.



 


		13.12	Alteration to terms of insurances. The Borrower shall procure that no Owner shall either
make or agree to any alteration to the terms of any obligatory insurance nor waive any right relating to any obligatory insurance.



 


		13.13	Settlement of claims. The Borrower shall procure that no Owner shall settle, compromise
or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and
provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time
become payable in respect of the obligatory insurances.



 


		13.14	Provision of copies of communications. Following the occurrence of an Event of Default and
while the same is continuing, the Borrower shall provide the Security Trustee, at the time of each such communication, copies of
all written communications between each Owner and:



 


		(a)	the approved brokers;



 


		(b)	the approved protection and indemnity and/or war risks associations; and



 


		(c)	the approved insurance companies and/or underwriters, which relate directly or indirectly to:



 


		(i)	the relevant Owner’s obligations relating to the obligatory insurances including, without
limitation, all requisite declarations and payments of additional premiums or calls; and



 


		(ii)	any credit arrangements made between that Owner and any of the persons referred to in paragraphs
(a) or (b) relating wholly or partly to the effecting or maintenance of the obligatory insurances.



 


		13.15	Provision of information. In addition, the Borrower shall procure that each Owner shall
promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or
any such designated person) reasonably requests for the purpose of:



 


		(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy
of the obligatory insurances effected or proposed to be effected; and/or



 


		(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 13.16 or dealing
with or considering any matters relating to any such insurances,



 


and the Borrower shall,
forthwith upon demand, indemnify the Security Trustee in respect of all reasonable and documented fees and other expenses incurred
by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a).


 


		13.16	Mortgagee’s interest insurances. The Security Trustee shall be entitled from time
to time to effect, maintain and renew a mortgagee’s interest marine insurance in respect of each Ship in an amount equal
to 110 per cent. of the aggregate of the Loan and the Swap Exposure (if, at the time of calculating the Swap Exposure an amount
would be payable by the Borrower to the Swap Bank pursuant to the Master Agreement), on such terms, through such insurers and generally
in such manner as the Security Trustee may from time to time reasonably consider appropriate and the Borrower shall upon demand
fully 
	




    	39



    	



    


	 	 	indemnify the Security Trustee in respect of all premiums and other reasonable and documented expenses which are incurred
in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any
matter arising out of any such insurance.



 


		14	SHIP COVENANTS



 


		14.1	General. The Borrower also undertakes with each Creditor Party to procure that each Owner
complies with the following provisions of this Clause 14 at all times during the Security Period (after the later of (i) the Delivery
Date of that Owner’s Ship and (ii) the Drawdown Date for the Delivery Advance in respect of that Owner’s Ship) except
as the Agent, with the authorisation of the Majority Lenders, may otherwise permit.



 


		14.2	Ship’s name and registration. The Borrower shall procure that each Owner shall keep
the Ship owned by it registered in its name under an Approved Flag; shall not do, omit to do or allow to be done anything as a
result of which such registration might be cancelled or imperilled.



 


		14.3	Repair and classification. The Borrower shall procure that each Owner shall keep the Ship
owned by it in a good and safe condition and state of repair:



 


		(a)	so as to maintain the highest classification available for vessels the same type, age and specification
as the relevant Ship with a classification society acceptable to the Security Trustee free of overdue recommendations and conditions
affecting that Ship’s class (and the Agent confirms that the classification of “+100A5, Container Ship, DG, IW, BWM,
RSD, +MC AUT, NAV-O, EP” with Germanischer Lloyd to be maintained by each Ship on its Delivery Date is accepted by it for
the purposes of this Clause 14.3(a)); and



 


		(b)	so as to comply with all laws and regulations applicable to vessels registered at ports in the
applicable Approved Flag State or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including
but not limited to the ISM Code and the ISPS Code unless a waiver has been obtained by the relevant Owner.



 


		14.4	Classification society undertaking. Following the occurrence of an Event of Default and
while the same is continuing, the Borrower shall, following a written request from the Agent, procure that each Owner shall instruct
the classification society referred to in Clause 14.3 (and will use reasonable endeavours to procure that the classification society
undertakes with the Security Trustee):



 


		(a)	to send to the Security Trustee, following receipt of a written request from the Security Trustee,
certified true copies of all original class records held by the classification society in relation to the Ship owned by it;



 


		(b)	to allow the Security Trustee (or its agents), at any time and from time to time, to inspect the
original class and related records of that Owner and that Ship at the offices of the classification society and to take copies
of them;



 


		(c)	to notify the Security Trustee immediately in writing if the classification society:



 


		(i)	receives notification from that Owner or any person that that Ship’s classification society
is to be changed; or



 


		(ii)	becomes aware of any facts or matters which may result in or have resulted in a change, suspension,
discontinuance, withdrawal or expiry of that Ship’s class under the rules or terms and conditions of that Owner’s or
that Ship’s membership of the classification society; and



 


		(d)	following receipt of a written request from the Security Trustee:




    	40



    	



    




		(i)	to confirm that that Owner is not in default of any of its contractual obligations or liabilities
to the classification society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable
to the classification society; or



 


		(ii)	if that Owner is in default of any of its contractual obligations or liabilities to the classification
society, to specify to the Security Trustee in reasonable detail the facts and circumstances of such default, the consequences
of such default, and any remedy period agreed or allowed by the classification society.



 


		14.5	Modification. The Borrower shall procure that no Owner shall make any modification or repairs
to, or replacement of, the Ship owned by it or equipment installed on it which would materially and adversely alter the structure,
type or performance characteristics of that Ship or materially reduce its value.



 


		14.6	Removal of parts. The Borrower shall procure that no Owner shall remove any material part
of the Ship owned by it, or any item of equipment installed on, the Ship unless the part or item so removed is replaced in a timely
manner by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free
from any Security Interest or any right in favour of any person other than the Security Trustee and, if it was the property of
the relevant Owner prior to its removal, becomes on installation on the relevant Ship the property of the relevant Owner and subject
to the security constituted by the relevant Mortgage and/or the relevant Deed of Covenant Provided that an Owner may install
equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned by it and provided
further that an Owner can remove obsolete equipment or equipment no longer required to ensure compliance with the rules and regulations
of the classification society of that Ship.



 


		14.7	Surveys. The Borrower shall procure that each Owner shall submit the Ship owned by it to
all periodical or other surveys which may be required for classification purposes (but, which for the avoidance of doubt, shall
not restrict an Owner asking for, and obtaining, an extension of a survey wherever it considers appropriate to do so) and, if so
required by the Security Trustee provide the Security Trustee, with copies of all survey reports.



 


		14.8	Inspection. The Borrower shall procure that each Owner shall permit the Security Trustee
(by surveyors or other persons appointed by it for that purpose) to board the Ship owned by it at all reasonable times upon provision
of timely advance notice to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford
all proper facilities for such inspections.



 


		14.9	Prevention of and release from arrest. The Borrower shall procure that each Owner shall
discharge within 10 Business Days all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable
against the Ship owned by it, the Earnings or the Insurances and, forthwith upon receiving notice of the arrest of the Ship owned
by it, or of its detention in exercise or purported exercise of any lien or claim, that Owner shall procure its release within
5 Business Days of the date of receipt of such notice of the arrest or detention of the Ship owned by it by providing bail or otherwise
as the circumstances may require.



 


		14.10	Compliance with laws etc. The Borrower shall procure that each Owner shall:



 


		(a)	comply, or procure compliance with the ISM Code, the ISPS Code, all Environmental Laws and all
other laws or regulations relating to the Ship owned by it, its ownership, operation and management or to the business of that
Owner unless a waiver in relation thereto has been obtained by the relevant Owner;



 


		(b)	not employ the Ship owned by it nor allow its employment in any manner contrary to any law or regulation
in any relevant jurisdiction including but not limited to the ISM Code 




    	41



    	



    


	 	 	and the ISPS Code unless a waiver in relation thereto has
been obtained by the relevant Owner; and



 


		(c)	in the event of hostilities in any part of the world (whether war is declared or not), not cause
or permit the Ship owned by it to enter or trade to any zone which is declared a war zone by any government or by the Ship’s
war risks insurers unless that Owner has (at its expense) effected any special, additional or modified insurance cover which the
relevant Ship’s underwriters may require.



 


		14.11	Provision of information. The Borrower shall procure that each Owner shall promptly provide
the Security Trustee with any information which it reasonably requests regarding:



 


		(a)	the Ship owned by it, its employment, position and engagements;



 


		(b)	the Earnings and payments and amounts due to the master and crew of the Ship owned by it;



 


		(c)	any expenses incurred, or likely to be incurred, in connection with the operation, maintenance
or repair of the Ship owned by it and any payments made in respect of that Ship;



 


		(d)	any towages and salvages; and



 


		(e)	its compliance, the Approved Manager’s compliance and the compliance of the Ship owned by
it, in each case with the ISM Code and the ISPS Code as regards the relevant Ship,



 


and, upon the Security
Trustee’s request, provide copies of any current charter relating to the Ship owned by it, of any current charter guarantee
and copies of the Owner’s or the Approved Manager’s Document of Compliance.


 


		14.12	Notification of certain events. The Borrower shall procure that each Owner shall immediately
notify the Security Trustee by fax of:



 


		(a)	any casualty which is a Major Casualty;



 


		(b)	any occurrence as a result of which the Ship owned by it has become or is, by the passing of time
or otherwise, likely to become a Total Loss;



 


		(c)	any requirement or recommendation made by any insurer or classification society or by any competent
authority which is not complied with in accordance with its terms;



 


		(d)	any arrest or detention of the Ship owned by it, any exercise or purported exercise of any lien
on that Ship or its Earnings or any requisition of that Ship for hire unless in the case of an arrest or detention or the exercise
or purported exercise of any lien, the Borrower has, within 5 Business Days from the occurrence of the relevant event, discharged
the arrest, detention or lien;



 


		(e)	any intended dry docking of the Ship owned by it which is expected to last at least 30 days;



 


		(f)	any Environmental Claim for an amount exceeding $2,000,000 (or the equivalent in any other currency)
made against that Owner or in connection with the Ship owned by it, or any Environmental Incident which may or is likely to result
in an Environmental Claim for an amount exceeding $2,000,000 (or the equivalent in any other currency);



 


		(g)	any claim for breach of the ISM Code or the ISPS Code being made against that Owner, the Approved
Manager or otherwise in connection with the Ship owned by it which may 
	




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	 	 	result in the withdrawal of the Safety Management Certificate,
the Document of Compliance or the ISSC applicable to that Ship, the relevant Owner or, as the case may be, the Approved Manager;
or



 


		(h)	any other matter, event or incident, actual or threatened, the effect of which will or could lead
to the withdrawal of the Safety Management Certificate, the Document of Compliance or the ISSC applicable to any Ship, an Owner
or, as the case may be, the Approved Manager,



 


and that Owner shall keep
the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall reasonably require
of that Owner’s, the Approved Manager’s or any other person’s response to any of those events or matters.


 


		14.13	Restrictions on chartering, appointment of managers etc. The Borrower shall procure that
no Owner shall, in relation to the Ship owned by it:



 


		(a)	let that Ship on demise charter for any period;



 


		(b)	enter into any time or consecutive voyage charter in respect of that Ship for a term which exceeds, or which by virtue of any optional extensions may exceed, 13 months;



 


		(c)	enter into any charter in relation to that Ship under which more than 2 months’ hire (or the equivalent) is payable in advance;



 


		(d)	charter that Ship otherwise than on bona fide arm’s length terms;



 


		(e)	appoint a manager of that Ship other than an Approved Manager; or



 


		(f)	de-activate or lay up that Ship if the Ship is scheduled to be de-activated or laid up for a period exceeding 6 months unless the de-activation or lay-up is being made at the request of the charterer of the Ship and the charterer shall continue performing its obligations under the relevant charter during the de-activation or lay-up period; or 



 


		(g)	put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $2,000,000 (or the equivalent in any other currency) unless that person has (i) first given to the Security Trustee and in terms reasonably satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason or (ii) entered into an agreement with the relevant Owner pursuant to which that person agrees that the Ship may depart the relevant shipyard or repair yard in consideration of a payment of part, but not all, of the costs of the relevant work.



 


		14.14	Notice of Mortgage. The Borrower shall procure that each Owner shall keep the relevant Mortgage
registered against the Ship owned by it as a valid first priority or preferred mortgage, carry on board that Ship a certified copy
of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the Master’s cabin of that
Ship a framed printed notice stating that that Ship is mortgaged by that Owner to the Security Trustee.



 


		14.15	Sharing of Earnings. The Borrower shall procure that no Owner enter into any agreement or
arrangement for the sharing of any Earnings.



 


		15	SECURITY COVER



 


		15.1	Minimum required security cover. Clause 15.2 applies if the Agent notifies the Borrower
that:



 


		(a)	the Market Value of a Ship subject to a Mortgage at the relevant time; plus




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		(b)	the net realisable value of any additional security previously provided under this Clause 15 (and
such additional security shall be attributed to the Tranche to which this Clause 15.1 applies at the relevant time unless at that
time this Clause 15.1 applies to both Tranches in which case the market value of such additional security (as determined pursuant
to Clause 15.5) shall be allocated equally between the two Tranches),



 


is below 120 per cent.
of the aggregate of the Tranche applicable to that Ship (i) minus the Relevant Percentage of the Swap Exposure, if an amount would
be owing to the Borrower by the Swap Bank pursuant to the terms of the Master Agreement when such Swap Exposure is calculated or
(ii) plus the Relevant Percentage of the Swap Exposure, if an amount would be owing by the Borrower to the Swap Bank pursuant to
the terms of the Master Agreement when such Swap Exposure is calculated Provided that this Clause 15.1 shall apply, in respect
of a Tranche and the Ship financed by that Tranche, after that Ship has been delivered to its Owner and then only during
any period when the Ship is for more than 60 consecutive days not
subject to, and operating under, an Approved Charter.


 


		15.2	Provision of additional security; prepayment. If the Agent serves a notice on the Borrower
under Clause 15.1, the Borrower shall prepay such part (at least) of the relevant Tranche as will eliminate the shortfall on or
before the date falling 1 month after the date on which the Agent’s notice is served under Clause 15.1 (the “Prepayment
Date”) unless at least 1 Business Day before the Prepayment Date it has provided, or ensured that a third party has
provided, additional security which, in the opinion of the Agent, has a market value (which shall be determined in accordance with
Clause 15.5) at least equal to the shortfall and which has been documented in such terms as the Agent may approve or require.



 


		15.3	Valuation of Ships. The Market Value of a Ship at any date is that shown by taking the arithmetic
mean of two valuations each prepared:



 


		(a)	as at a date not more than 30 days previously;



 


		(b)	by an Approved Shipbroker appointed by the Borrower (subject to such valuation being addressed
to the Agent);



 


		(c)	with or without physical inspection of the Ship (as the Agent may require); and



 


		(d)	on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms
as between a willing seller and a willing buyer, free of any existing charter or other contract of employment,



 


Provided that if
such two valuations differ by more than 10 per cent., then the Agent will obtain a third valuation from an Approved Shipbroker
which the Borrower has appointed for this purpose, to be prepared in accordance with paragraphs (a) to (d) of this Clause 15.3
and the Market Value of the relevant Ship will be the arithmetic mean of all three such valuations.


 


		15.4	Frequency of valuations. The Borrower acknowledges and agrees that the Agent may commission
valuations of either Ship 60 days after the expiration of an Approved Charter relative to that Ship and for so long as such Ship is not subject to any Approved Charter at such other times during such period as the Agent shall deem necessary
but in any event not more than twice during each 12-month period of the Security Period when either Ship is not subject to an Approved Charter.



 


		15.5	Value of additional security. The market value of any additional security which is provided
under Clause 15.2 shall be as follows:



 


		(a)	if it consists of a Security Interest over a vessel, shall be that shown by a valuation complying
with the requirements of Clause 15.3 but if such vessel is, on the date of its 
	




    	44



    	



    


	 	 	valuation, subject to a charter having an unexpired
duration of at least 12 months with a charterer acceptable to the Agent, the valuation shall be adjusted to take account of that
charter;



 


		(b)	if it consists of a Security Interest over a Dollar cash deposit, shall be that of the amount standing
to the credit of the relevant account at that time on a “Dollar for Dollar” basis; and



 


		(c)	if it consists of a Security Interest over any other asset, shall be that reasonably determined
by the Agent.



 


		15.6	Valuations binding. Any valuation under Clause 15.3 or 15.5 shall be binding and conclusive
as regards the Borrower, as shall be any valuation which the Agent reasonably makes of any additional security.



 


		15.7	Provision of information. The Borrower shall promptly provide the Agent and any shipbroker
or expert acting under Clauses 15.3 or 15.5 with any information which the Agent or the shipbroker or expert may request for the
purposes of the valuation; and, if the Borrower fails to provide the information by the date specified in the request, the valuation
may be made on any basis and assumptions which the shipbroker or the Majority Lenders (or the expert appointed by them) consider
prudent.



 


		15.8	Payment of valuation expenses. Without prejudice to the generality of the Borrower’s
obligations under Clauses 20.2, 20.3 and 21.3, the Borrower shall, on demand, pay the Agent the amount of the reasonable and documented
fees and expenses of any shipbroker or expert instructed by the Agent under this Clause (provided that no more than one set of
valuations of each Ship in each calendar year shall be payable by the Borrower unless an Event of Default has occurred which is
continuing in which case the Borrower shall be liable to pay for all valuations that take place during the period such Event of
Default is continuing) and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out
of this Clause.



 


		15.9	Application of prepayment. Clause 8 shall apply in relation to any prepayment pursuant to
Clause 15.2.



 


		15.10	Release of additional security. If the amounts calculated under Clause 15.1 in respect of
a Ship or the Tranche applicable to it shall at any time exceed the minimum required Individual Asset Cover Ratio for that Ship
and Tranche, and the Borrower shall previously have provided further security pursuant to this Clause 15, the Agent, after receiving
a notice from the Borrower to do so (such notice to include evidence satisfactory to the Agent that the relevant Individual Asset
Cover Ratio specified in Clause 15.1 has been maintained for a period of 30 consecutive days (or a shorter period as the Agent
may in its discretion accept) prior to such notice (without taking account of the additional security whose release the Borrower
is requesting pursuant to this Clause 15.10)) will, subject to being indemnified to its satisfaction against the cost of doing
so, release any such further security specified by the Borrower to the extent that the minimum required Individual Asset Cover
Ratio specified in Clause 15.1 for the relevant Ship and Tranche would be maintained following such release Provided that
at the relevant time no Event of Default is in existence or will result from such release.



 


		16	PAYMENTS AND CALCULATIONS



 


		16.1	Currency and method of payments. All payments to be made by the Lenders or by the Borrower
under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:



 


		(a)	by not later than 11.00 a.m. (New York City time) on the due date;




    	45



    	



    




		(b)	in same day Dollar funds settled through the New York Clearing House Interbank Payments System
(or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time for
the settlement of international transactions of the type contemplated by this Agreement);



 


		(c)	in the case of an amount payable by a Lender to the Agent or by the Borrower to the Agent or any
Lender, to the account of the Agent at JP Morgan Chase Bank, New York, N.Y., U.S.A. (SWIFT Code: CHAS US33; Account No. 001-1-938123)
with reference “Costamare Inc. – US$140m facility”, or to such other account with such other bank as the Agent
may from time to time notify to the Borrower and the other Creditor Parties; and



 


		(d)	in the case of an amount payable to the Security Trustee, to such account as it may from time to
time notify to the Borrower and the other Creditor Parties.



 


		16.2	Payment on non-Business Day. If any payment by the Borrower under a Finance Document would
otherwise fall due on a day which is not a Business Day:



 


		(a)	the due date shall be extended to the next succeeding Business Day; or



 


		(b)	if the next succeeding Business Day falls in the next calendar month, the due date shall be brought
forward to the immediately preceding Business Day,



 


and interest shall be payable
during any extension under paragraph (a) at the rate payable on the original due date.


 


		16.3	Basis for calculation of periodic payments. All interest and commitment fee and any other
payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated
on the basis of the actual number of days elapsed and a 360 day year.



 


		16.4	Distribution of payments to Creditor Parties. Subject to Clauses 16.5, 16.6 and 16.7:



 


		(a)	any amount received by the Agent under a Finance Document for distribution or remittance to a Lender
or the Security Trustee shall be made available by the Agent to that Lender or, as the case may be, the Security Trustee by payment,
with funds having the same value as the funds received, to such account as the Lender or the Security Trustee may have notified
to the Agent not less than 5 Business Days previously; and



 


		(b)	amounts to be applied in satisfying amounts of a particular category which are due to the Lenders
generally shall be distributed by the Agent to each Lender pro rata to the amount in that category which is due to it.



 


		16.5	Permitted deductions by Agent. Notwithstanding any other provision of this Agreement or
any other Finance Document, the Agent may, before making an amount available to a Lender, deduct and withhold from that amount
any sum which is then due and payable to the Agent from that Lender under any Finance Document or any sum which the Agent is then
entitled under any Finance Document to require that Lender to pay on demand.



 


		16.6	Agent only obliged to pay when monies received. Notwithstanding any other provision of this
Agreement or any other Finance Document, the Agent shall not be obliged to make available to the Borrower or any Lender any sum
which the Agent is expecting to receive for remittance or distribution to the Borrower or that Lender until the Agent has satisfied
itself that it has received that sum.



    	46



    	



    



		16.7	Refund
                                         to Agent of monies not received. If and to the extent that the Agent makes available
                                         a sum to the Borrower or a Lender, without first having received that sum, the Borrower
                                         or (as the case may be) the Lender concerned shall, on demand:



 


		(a)	refund
                                         the sum in full to the Agent; and



 


		(b)	pay
                                         to the Agent the amount (as certified by the Agent) which will indemnify the Agent against
                                         any funding or other loss, liability or expense incurred by the Agent as a result of
                                         making the sum available before receiving it.



 


		16.8	Agent
                                         may assume receipt. Clause 16.7 shall not affect any claim which the Agent has under
                                         the law of restitution, and applies irrespective of whether the Agent had any form of
                                         notice that it had not received the sum which it made available.



 


		16.9	Creditor
                                         Party accounts. Each Creditor Party shall maintain accounts showing the amounts owing
                                         to it by the Borrower and each Security Party under the Finance Documents and all payments
                                         in respect of those amounts made by the Borrower and any Security Party.



 


		16.10	Agent’s
                                         memorandum account. The Agent shall maintain a memorandum account showing the amounts
                                         advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and
                                         each Lender from the Borrower and each Security Party under the Finance Documents and
                                         all payments in respect of those amounts made by the Borrower and any Security Party.



 


		16.11	Accounts
                                         prima facie evidence. If any accounts maintained under Clauses 16.9 and 16.10 show
                                         an amount to be owing by the Borrower or a Security Party to a Creditor Party, those
                                         accounts shall be prima facie evidence that that amount is owing to that Creditor Party.



 


		17	APPLICATION
                                         OF RECEIPTS



 


		17.1	Normal
                                         order of application. Except as any Finance Document may otherwise provide, any sums
                                         which are received or recovered by any Creditor Party under or by virtue of any Finance
                                         Document shall be applied:



 


		(a)	FIRST:
                                         in or towards satisfaction of any amounts then due and payable under the Finance Documents
                                         and the Master Agreement in the following order and proportions:



 


		(i)	first,
                                         in or towards satisfaction pro rata of all amounts then due and payable to the Creditor
                                         Parties under the Finance Documents other than those amounts referred to at paragraphs
                                         (ii) and (iii) (including, but without limitation, all amounts payable by the Borrower
                                         under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party
                                         under any corresponding or similar provision in any other Finance Document or in the
                                         Master Agreement);



 


		(ii)	secondly,
                                         in or towards satisfaction pro rata of any and all amounts of interest or default interest
                                         payable to the Creditor Parties under the Finance Documents and the Master Agreement
                                         (and, for this purpose, the expression “interest” shall include any
                                         net amount which the Borrower shall have become liable to pay or deliver under section
                                         2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to
                                         the Swap Bank at the time of application or distribution under this Clause 17); and



 


		(iii)	thirdly,
                                         in or towards satisfaction pro rata of the Loan and, if a sum is payable by the Borrower
                                         to the Swap Bank, the Swap Exposure (in the case of the latter, calculated as at the actual Early
Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have






    	47



    	



    

occurred, calculated
as if an Early Termination Date occurred on the date of application or distribution hereunder);


 


		(b)	SECONDLY:
                                         (if an Event of Default has occurred and is continuing at the time any sums received
                                         or recovered are being applied in accordance with this Clause 17.1) in retention of an
                                         amount equal to any amount not then due and payable under any Finance Document or the
                                         Master Agreement but which the Agent, by notice to the Borrower, the Security Parties
                                         and the other Creditor Parties, states in its opinion will or may become due and payable
                                         in the future and, upon those amounts becoming due and payable, in or towards satisfaction
                                         of them in accordance with the provisions of Clause 17.1(a); and



 


		(c)	THIRDLY:
                                         any surplus shall be paid to the Borrower or to any other person appearing to be entitled
                                         to it.



 


		17.2	Variation
                                         of order of application. The Agent may, with the authorisation of all the Lenders
                                         and the Swap Bank, by notice to the Borrower, the Security Parties and the other Creditor
                                         Parties provide for a different manner of application from that set out in Clause 17.1
                                         either as regards a specified sum or sums or as regards sums in a specified category
                                         or categories.



 


		17.3	Notice
                                         of variation of order of application. The Agent may give notices under Clause 17.1(a)
                                         from time to time; and such a notice may be stated to apply not only to sums which may
                                         be received or recovered in the future, but also to any sum which has been received or
                                         recovered on or after the third Business Day before the date on which the notice is served
                                         and which have not yet been applied.



 


		17.4	Appropriation
                                         rights overridden. This Clause 17 and any notice which the Agent gives under Clause
                                         17.1(a) shall override any right of appropriation possessed, and any appropriation made,
                                         by the Borrower or any Security Party.



 


		18	APPLICATION
                                         OF EARNINGS



 


		18.1	Payment
                                         of Earnings. The Borrower undertakes with each Creditor Party to ensure that, throughout
                                         the Security Period (and subject only to the provisions of the General Assignments),
                                         all the Earnings of each Ship are paid to the Earnings Account for that Ship.



 


		18.2	Monthly
                                         retentions. The Borrower undertakes with each Creditor Party to ensure that, in each
                                         calendar month of the Security Period after the relevant Ship has been delivered to its
                                         Owner under the relevant Shipbuilding Contract, on such dates as the Agent may from time
                                         to time specify, there is paid to the Retention Account:



 


		(a)	one-sixth
                                         of the amount of the Six-monthly Instalment in respect of the Tranche which was used
                                         to finance the relevant Ship falling due under Clause 8 on the next Repayment Date; and



 


	(b)	the
relevant fraction of the aggregate amount of interest on that Tranche which is payable on the next due date for payment of interest
in respect of that Tranche under this Agreement.
	 	 
	 	In this Clause 18.2, the
                                                                “relevant fraction”, in relation to paragraph (b), is a fraction of which the numerator is 1 and the
                                                                denominator the number of months comprised in the then current Interest Period for the relevant Tranche (or, if the current
                                                                Interest Period ends after the next due date for payment of interest under this Agreement for the relevant Tranche, the
                                                                number of months from the later of the commencement of the current Interest Period for the relevant Tranche or the last due
                                                                date for payment of interest for that Tranche to the next due date for payment of interest for that Tranche under this
                                                                Agreement).







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		18.3	Application
                                         of retentions. Until an Event of Default occurs and whilst it is continuing, the Agent
                                         shall on each Repayment Date and on each due date for the payment of interest under this
                                         Agreement distribute to the Lenders in accordance with Clause 16.4 so much of the then
                                         balance on the Retention Account as equals:



 


		(a)	the
                                         Six-monthly Instalment due on that Repayment Date; or



 


		(b)	the
                                         amount of interest payable on that interest payment date,



 


in discharge of the
Borrower’s liability for that Six-monthly Instalment or that interest.


 


		18.4	Interest
                                         accrued on Accounts. Any credit balance on an Account shall bear interest at the
                                         rate from time to time offered by the Agent to its customers for Dollar deposits of similar
                                         amounts and for periods similar to those for which such balances appear to the Agent
                                         likely to remain on that Account.



 


		18.5	No
                                         release of accrued interest. Interest accruing under Clause 18.4 shall be credited
                                         to the Retention Account and shall, immediately after the satisfaction by the Borrower
                                         of its payment obligations pursuant to Clauses 5 and 8 on each Repayment Date, be transferred
                                         on a pro rata basis to each Earnings Account.



 


		18.6	Location
                                         of accounts. The Borrower shall procure that each Owner shall promptly:



 


		(a)	comply
                                         with any reasonable requirement of the Agent as to the location or re-location of the
                                         Earnings Accounts (or either of them); and



 


		(b)	execute
                                         any documents which the Agent specifies to create or maintain in favour of the Security
                                         Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights
                                         in relation to) the Earnings Accounts.



 


		18.7	Earnings
                                         Account: withdrawals. Unless and until an Event of Default shall occur which is continuing
                                         and the Agent shall direct to the contrary, each Owner shall freely withdraw moneys from
                                         its Earnings Account Provided that if an Owner wishes to make a withdrawal during
                                         either of the grace periods referred to in Clause 19.1(a), it may only make such withdrawal
                                         with the prior written consent of the Agent unless during such grace period the relevant
                                         payment referred to in Clause 19.1(a) has been made rendering such grace period redundant.



 


		18.8	Account
                                         terms. Each Owner shall, unless and until an Event of Default shall occur and be
                                         continuing and the Agent shall direct to the contrary, be entitled from time to time
                                         to require that moneys for the time being standing to the credit of the Earnings Accounts
                                         be transferred in such amounts and for such periods as the relevant Owner selects to
                                         fixed-term deposit accounts (“deposit accounts”) opened in the name of such
                                         Owner with the Agent. Each Owner shall not be entitled to withdraw moneys standing to
                                         the credit of its Earnings Account which is the subject of a fixed term deposit until
                                         the expiry of the period of such deposit unless such Owner shall, on withdrawing such
                                         moneys pay to the Agent on demand any loss or expense which the Agent shall certify that
                                         it has sustained or incurred as a result of such withdrawal being made prior to the expiry
                                         of the period of the relevant deposit and the Agent shall be entitled to debit the relevant
                                         Earnings Account for the amount so certified prior to such withdrawal being made. Any
                                         deposit accounts shall, for all the purposes of the Finance Documents, be deemed to be
                                         sub-accounts of the Earnings Account from which the moneys deposited in the deposit accounts
                                         were transferred and all references in the Security Documents to the Earnings Account
                                         shall be deemed to include the deposit accounts deemed as aforesaid to be sub-accounts
                                         thereof.




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		19	EVENTS
                                         OF DEFAULT



 


		19.1	Events
                                         of Default. An Event of Default occurs if:



 


		(a)	the
                                         Borrower or any Security Party fails to pay any sum payable under a Finance Document
                                         when due or, in the case of any sum expressed to be payable on demand, within 3 Business
                                         Days of the Agent’s written demand, unless such failure to pay is caused by an
                                         administrative error in the banking system and payment of the relevant sum is made within
                                         5 days of its due date; or



 


		(b)	any
                                         breach occurs of Clause 9.2, 11.2, 11.3, 12.2, 12.3, 12.4, 13.7 or 15.2; or



 


		(c)	any
                                         breach by the Borrower or any Security Party occurs of any provision of a Finance Document
                                         (other than a breach covered by paragraphs (a) or (b)) which, in the opinion of the Majority
                                         Lenders, is capable of remedy, and such default continues unremedied 15 days after written
                                         notice from the Agent requesting action to remedy the same; or



 


		(d)	(subject
                                         to any applicable grace period specified in the Finance Document) any breach by the Borrower
                                         or any Security Party occurs of any provision of a Finance Document (other than a breach
                                         falling within paragraphs (a), (b) or (c)); or



 


		(e)	any
                                         representation, warranty or statement made or repeated by, or by an officer of, the Borrower
                                         or a Security Party in a Finance Document or in a Drawdown Notice or any other notice
                                         or document relating to a Finance Document is untrue or misleading when it is made or
                                         repeated and the effect of which will be adverse to the Security Interests created pursuant
                                         to the Finance Documents or will have a material adverse effect on the performance of the
                                         obligations undertaken by the Borrower and the other Security Parties pursuant to this
                                         Agreement, the Master Agreement or any of the other Finance Documents; or



 


		(f)	any
                                         of the following occurs in relation to any Financial Indebtedness of a Relevant Person
                                         which, in the case of the Borrower, exceeds $3,000,000 (or the equivalent in any other
                                         currency) and, in the case of either Owner, exceeds (only with respect to any Financial
                                         Indebtedness arising under any hire purchase agreement or under a guarantee) $1,000,000
                                         (or the equivalent in any other currency) or, as regards Financial Indebtedness arising
                                         under different documents or transactions, an aggregate amount of $3,000,000 (or the
                                         equivalent in any other currency) or more):



 


		(i)	any
                                         Financial Indebtedness of a Relevant Person is not paid when due (after taking into account
                                         any applicable grace periods); or



 


		(ii)	any
                                         Financial Indebtedness of a Relevant Person is declared due and payable prior to its
                                         stated maturity date as a consequence of any event of default; or



 


		(iii)	a
                                         lease, hire purchase agreement or charter (other than an Initial Approved Charter) creating
                                         any Financial Indebtedness of a Relevant Person is terminated by the lessor or owner as
                                         a consequence of any termination event; or



 


		(iv)	any long-term loan and/or guarantee facility (which is to be used in financing one or more ships or newbuildings) relating to any Financial Indebtedness of a Relevant Person becomes capable of being terminated as a result of any event of default, or cash cover is required (and is not provided in accordance with its terms) in respect of such a facility as a result of any event of default; or



 


		(v)	any
                                         Security Interest securing any Financial Indebtedness of a Relevant Person becomes enforceable
                                         and such enforcement is not cancelled, terminated, withdrawn or suspended within 30 days
                                         of being commenced; or




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		(g)	any
                                         of the following occurs in relation to a Relevant Person:



 


		(i)	a Relevant Person becomes unable to pay its debts as they fall due; or




 


		(ii)	any
                                         assets of a Relevant Person are subject to any form of execution, attachment, arrest,
                                         sequestration or distress in respect of a sum of, or sums aggregating, $2,000,000 or
                                         more or the equivalent in another currency; or



 


		(iii)	any
                                         administrative or other receiver is appointed over all or a substantial part of the assets
                                         of a Relevant Person; or



 


		(iv)	an
                                         administrator is appointed (whether by the court or otherwise) in respect of a Relevant
                                         Person; or



 


		(v)	any
                                         formal declaration of bankruptcy or any formal statement to the effect that a Relevant
                                         Person is insolvent is made by a Relevant Person or by the directors of a Relevant Person
                                         or, in any proceedings, by a lawyer acting for a Relevant Person; or



 


		(vi)	a
                                         provisional liquidator is appointed in respect of a Relevant Person, a winding up order
                                         is made in relation to a Relevant Person or a winding up resolution is passed by a Relevant
                                         Person; or



 


		(vii)	a
                                         resolution is passed, an administration notice is given or filed, an application or petition
                                         to a court is made or presented or any other step is taken by (aa) a Relevant Person,
                                         (bb) the members or directors of a Relevant Person, (cc) a holder of Security Interests
                                         which together relate to all or substantially all of the assets of a Relevant Person,
                                         or (dd) a government minister or public or regulatory authority of a Pertinent Jurisdiction
                                         for or with a view to the winding up of that or another Relevant Person or the appointment
                                         of a provisional liquidator or administrator in respect of that or another Relevant Person,
                                         or that or another Relevant Person ceasing or suspending business operations or payments
                                         to creditors, save that this paragraph does not apply to a fully solvent winding up of
                                         a Relevant Person other than the Borrower or an Owner which is, or is to be, effected
                                         for the purposes of an amalgamation or reconstruction previously approved by the Majority
                                         Lenders and effected not later than 3 months after the commencement of the winding up
                                         and save further that the provisions of this Clause 19.1(g)(vii) do not apply in the
                                         cases of paragraphs (cc) and (dd) if the proposed winding up, appointment of a provisional
                                         liquidator or administration is being contested in good faith, on substantial grounds
                                         and not with a view to some other insolvency law procedure being implemented instead
                                         and either (aa) the application or petition is dismissed or withdrawn within 60 days
                                         of it being made or presented, or (bb) within 60 days of the administration notice being
                                         given or filed, or other relevant steps are being taken or other action is taken which
                                         will ensure that there will be no administration and (in both cases (aa) or (bb)) the
                                         Security Party will continue to carry on its business in the ordinary course and without
                                         being the subject of any actual, interim or pending insolvency law procedure; or



 


		(viii)	an
                                         administration notice is given or filed, an application or petition to a court is made
                                         or presented or any other step is taken by a creditor of a Relevant Person (other than
                                         a holder of Security Interests which together relate to all or substantially all of the
                                         assets of a Relevant Person) for the winding up of a Relevant Person or the appointment
                                         of a provisional liquidator or administrator in respect of a Relevant Person in any Pertinent
                                         Jurisdiction, unless the proposed winding up, appointment of a provisional liquidator
                                         or administration is being contested in good faith, on substantial
grounds and not with a view to some other insolvency law procedure being implemented instead and either (aa) the






    	51



    	



    

application
or petition is dismissed or withdrawn within 60 days of being made or presented, or (bb) within 60 days of the administration
notice being given or filed, or the other relevant steps being taken, other action is taken which will ensure that there will
be no administration and (in both cases (aa) or (bb)) the Relevant Person will continue to carry on business in the ordinary way
and without being the subject of any actual, interim or pending insolvency law procedure; or


 


		(ix)	a Relevant Person or its directors take any steps (whether by making or presenting an application or petition to a court, or submitting or presenting a document setting out a proposal or proposed terms, or otherwise) with a view to obtaining, in relation to that or another Relevant Person, any form of moratorium, suspension or deferral of payments, reorganisation of debt (or certain debt) or arrangement with all or a substantial proportion (by number or value) of creditors or of any class of them or any such moratorium, suspension or deferral of payments, reorganisation or arrangement is effected by court order, by the filing of documents with a court, by means of a contract or in any other way at all; or



 


		(x)	in
                                         a Pertinent Jurisdiction other than England, any event occurs, any proceedings are opened
                                         or commenced or any step is taken which, in the reasonable opinion of the Majority Lenders
                                         (having previously received advice of counsel) is similar to any of the foregoing; or



 


		(h)	the
                                         Borrower ceases or suspends carrying on its business or a part of its business which,
                                         in the reasonable opinion of the Majority Lenders, is material in the context of this
                                         Agreement; or



 


		(i)	it
                                         becomes unlawful in any Pertinent Jurisdiction or impossible:



 


		(i)	for
                                         the Borrower or any Security Party to discharge any liability under a Finance Document
                                         or to comply with any other obligation which the Majority Lenders consider material under
                                         a Finance Document; or



 


		(ii)	for
                                         the Agent, the Security Trustee or the Lenders to exercise or enforce any right under,
                                         or to enforce any Security Interest created by, a Finance Document,



 


unless the
Majority Lenders are satisfied that through the implementation of alternative arrangements satisfactory to the Majority Lenders
the unlawfulness or impossibility will be overcome or rectified within a period of 20 days without jeopardising in any way the
position of the Creditor Parties under this Agreement, the Master Agreement or any of the other Finance Documents or the Security
Interests created pursuant to the Finance Documents; or


 


		(j)	any
                                         official consent necessary to enable any Owner to own, operate or charter the Ship owned
                                         by it or to enable any Owner or any Security Party to comply with any provision which
                                         the Majority Lenders reasonably consider material of a Finance Document or a Shipbuilding
                                         Contract is not granted, expires without being renewed, is revoked or becomes liable
                                         to revocation or any condition of such a consent is not fulfilled unless the Owner or
                                         other relevant Security Party has obtained a waiver thereof from the relevant authorities;
                                         or



 


		(k)	if,
                                         without the prior consent of the Majority Lenders, members of the Konstantakopoulos Family
                                         own and control less than 40 per cent. of the issued share capital of the Borrower; or



 


		(l)	without
                                         the prior consent of the Majority Lenders, the direct legal ownership of any of the shares
                                         in either Owner has changed from that approved by the Agent on the date of this Agreement;




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		(m)	any
                                         provision which the Majority Lenders reasonably consider material of a Finance Document
                                         proves to have been or becomes invalid or unenforceable, or a Security Interest created
                                         by a Finance Document proves to have been or becomes invalid or unenforceable or such
                                         a Security Interest proves to have ranked after, or loses its priority to, another Security
                                         Interest or any other third party claim or interest; or



 


		(n)	the
                                         security constituted by a Finance Document is in any way imperilled or in jeopardy; or



 


		(o)	whilst a Designated Transaction is outstanding, the Master Agreement is terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to remain in full force and effect for any reason except with the consent of the Agent, acting with the authorisation of the Majority Lenders; or



 


		(p)	whilst a Designated Transaction is outstanding, the Borrower fails to satisfy in a timely manner any payment obligation imposed upon it pursuant to the Master Agreement as a consequence of the occurrence of an Event of Default (as defined in Section 14 of the Master Agreement); or



 


		(q)	any other event occurs or any other circumstances arise or develop including, without limitation, a material
adverse change in the financial position of any Relevant Person in the light of which the Majority Lenders reasonably consider
that there is a significant risk that the Borrower or any Security Party is, or will later become, unable to discharge its liabilities
under the Finance Documents as they fall due.



 


		19.2	Actions
                                         following an Event of Default. On, or at any time after, the occurrence of an Event
                                         of Default and while the same is continuing:



 


		(a)	the
                                         Agent shall, if so instructed by the Majority Lenders:



 


		(i)	serve
                                         on the Borrower a notice stating that the Commitments and all other obligations of each
                                         Lender to the Borrower under this Agreement are cancelled; and/or



 


		(ii)	serve
                                         on the Borrower a notice stating that the Loan, all accrued interest and all other amounts
                                         accrued or owing under this Agreement are immediately due and payable or are due and
                                         payable on demand; and/or



 


		(iii)	take
                                         any other action which, as a result of the Event of Default or any notice served under
                                         paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance
                                         Document or any applicable law and the Agent may, without being instructed by the Majority
                                         Lenders, take any action (other than that referred to in paragraphs (i) and (ii)) which,
                                         as a result of the Event of Default, the Agent is entitled to take under any Finance
                                         Document or any applicable law; and/or



 


		(b)	the
                                         Security Trustee shall, if so instructed by the Agent, acting with the authorisation
                                         of the Majority Lenders, take any action which, as a result of the Event of Default or
                                         any notice served under paragraph (a)(i) or (a)(ii), the Security Trustee, the Agent
                                         and/or the Lenders are entitled to take under any Finance Document or any applicable
                                         law and the Security Trustee may, without being instructed by the Agent or the Majority
                                         Lenders, take any action which, as a result of the Event of Default, the Security Trustee
                                         is entitled to take under any Finance Document or any applicable law.



 


		19.3	Termination
                                         of Commitments. On the service of a notice under Clause 19.2(a)(i), the Commitments
                                         and all other obligations of each Lender to the Borrower under this Agreement shall be
                                         cancelled.




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		19.4	Acceleration
                                         of Loan. On the service of a notice under Clause 19.2(a)(ii), the Loan, all accrued
                                         interest and all other amounts accrued or owing from the Borrower or any Security Party
                                         under this Agreement and every other Finance Document shall become immediately due and
                                         payable or, as the case may be, payable on demand.



 


		19.5	Multiple
                                         notices. The Agent may serve notices under Clauses 19.2(a)(i) or 19.2(a)(ii) simultaneously
                                         or on different dates and it and/or the Security Trustee may take any action referred
                                         to in Clause 19.2 simultaneously with or at any time after the service of both or either
                                         of such notices.



 


		19.6	Notification
                                         of Creditor Parties and Security Parties. The Agent shall send to each Lender, the
                                         Security Trustee, the Swap Bank and each Security Party a copy or the text of any notice
                                         which the Agent serves on the Borrower under Clause 19.2; but the notice shall become
                                         effective when it is served on the Borrower, and no failure or delay by the Agent to
                                         send a copy or the text of the notice to any other person shall invalidate the notice
                                         or provide the Borrower or any Security Party with any form of claim or defence.



 


		19.7	Creditor
                                         Party rights unimpaired. Nothing in this Clause shall be taken to impair or restrict
                                         the exercise of any right given to individual Creditor Parties under a Finance Document
                                         or the general law; and, in particular, this Clause is without prejudice to Clause 3.1.



 


		19.8	Exclusion
                                         of Creditor Party liability. No Creditor Party, and no receiver or manager appointed
                                         by the Security Trustee, shall have any liability to the Borrower or a Security Party:



 


		(a)	for
                                         any loss caused by an exercise of rights under, or enforcement of a Security Interest
                                         created by, a Finance Document or by any failure or delay to exercise such a right or
                                         to enforce such a Security Interest; or



 


		(b)	as
                                         mortgagee in possession or otherwise, for any income or principal amount which might
                                         have been produced by or realised from any asset comprised in such a Security Interest
                                         or for any reduction (however caused) in the value of such an asset,



 


except that this does not exempt
a Creditor Party or a receiver or manager from liability for losses shown to have been caused by the dishonesty, the gross negligence
or the wilful misconduct of such Creditor Party’s own officers and employees or (as the case may be) such receiver’s
or manager’s own partners or employees unless the Borrower or any Security Party is privy to such conduct.


 


		19.9	Relevant
                                         Persons. In this Clause 19, a “Relevant Person” means the Borrower and
                                         any Security Party.



 


		19.10	Interpretation.
                                         In Clause 19.1(f) references to an event of default or a termination event include
                                         any event, howsoever described, which is similar to an event of default in a facility
                                         agreement or a termination event in a finance lease; and in Clause 19.1(g) “petition”
                                         includes an application.



 


		20	FEES
                                         AND EXPENSES



 


		20.1	Arrangement
                                         and commitment fees. The Borrower shall pay (or, as the case may be, has paid), to
                                         the Agent:



 


		(a)	on
                                         the date of this Agreement, the following non-refundable fees:



 


		(i)	an
                                         arrangement fee in the amount of $400,000;



 


		(ii)	a
                                         structuring fee in the amount of $400,000; and




    	54



    	



    

		(iii)	an
                                         upfront participation fee in the amount of $250,000,



 


representing, in aggregate, 0.75
per cent. of the Total Commitments; and


 


		(b)	quarterly
                                         in arrears during the period from (and including) the date of this Agreement to the earlier
                                         of (i) the final Drawdown Date and (ii) the last day of the Availability Period (and
                                         on the last day of that period) for the account of the Lenders, a commitment fee at the
                                         rate of 1 per cent. per annum on the undrawn amount of the Total Commitments for distribution
                                         among the Lenders pro rata to their Commitments.



 


		20.2	Costs
                                         of negotiation, preparation etc. The Borrower shall pay to the Agent on its demand
                                         the amount of all reasonable and documented expenses incurred by the Agent or the Security
                                         Trustee in connection with the negotiation, preparation, execution or registration of
                                         any Finance Document or any related document or with any transaction contemplated by
                                         a Finance Document or a related document.



 


		20.3	Costs
                                         of variations, amendments, enforcement etc. The Borrower shall pay to the Agent,
                                         on the Agent’s demand, for the account of the Creditor Party concerned the amount
                                         of all documented expenses incurred by a Creditor Party in connection with:



 


		(a)	any
                                         amendment or supplement to a Finance Document, or any proposal for such an amendment
                                         to be made which results from a request made by the Borrower, the occurrence of an Event
                                         of Default or a change of law (including, without limitation, the application or interpretation
                                         thereof).



 


		(b)	any
                                         consent or waiver by the Lenders, the Majority Lenders or the Creditor Party concerned
                                         under or in connection with a Finance Document, or any request for such a consent or
                                         waiver;



 


		(c)	the
                                         valuation of any security provided or offered under Clause 15 or any other matter relating
                                         to such security; or



 


		(d)	any
                                         step taken by the Creditor Party concerned with a view to the protection, exercise or
                                         enforcement of any right or Security Interest created by a Finance Document or for any
                                         similar purpose.



 


There shall be recoverable under
paragraph (d) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation
or other procedure carried out under such rules.


 


		20.4	Documentary
                                         taxes. The Borrower shall promptly pay any tax payable on or by reference to any
                                         Finance Document, and shall, on the Agent’s demand, fully indemnify each Creditor
                                         Party against any claims, expenses, liabilities and losses resulting from any failure
                                         or delay by the Borrower to pay such a tax.



 


		20.5	Certification
                                         of amounts. A notice which is signed by 2 officers of a Creditor Party, which states
                                         that a specified amount, or aggregate amount, is due to that Creditor Party under this
                                         Clause 20 and which indicates the matters in respect of which the amount, or aggregate
                                         amount, is due shall be prima facie evidence that the amount, or aggregate amount, is
                                         due. Upon request by the Borrower, the Agent shall provide details of the relevant amounts
                                         together with supporting documents.



 


		21	INDEMNITIES



 


		21.1	Indemnities
                                         regarding borrowing and repayment of Loan. The Borrower shall fully indemnify the
                                         Agent and each Lender on the Agent’s demand and the Security Trustee on its demand in respect of all
claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party, or which that Creditor
Party








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reasonably
and with due diligence estimates that it will incur, as a result of or in connection with:


 


		(a)	an
                                         Advance not being borrowed on the date specified in the Drawdown Notice for any reason
                                         other than a default by the Lender claiming the indemnity;



 


		(b)	the
                                         receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on
                                         the last day of an Interest Period or other relevant period;



 


		(c)	any
                                         failure (for whatever reason) by the Borrower to make payment of any amount due under
                                         a Finance Document on the due date or, if so payable, on demand (after giving credit
                                         for any default interest paid by the Borrower on the amount concerned under Clause 7);
                                         and



 


		(d)	the
                                         occurrence of an Event of Default and/or the acceleration of repayment of the Loan under
                                         Clause 19,



 


and in respect of any tax (other
than tax on its overall net income and the Bank Levy) for which a Creditor Party is liable in connection with any amount paid
or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document.


 


		21.2	Break
                                         Costs. The Borrower shall, within 3 Business Days of demand by a Finance Party, pay
                                         to that Finance Party its Break Costs attributable to all or any part of the Loan being
                                         paid by the Borrower on a day other than the last day of an Interest Period for a Tranche
                                         or relevant part of it. Each Lender shall, as soon as reasonably practicable after a
                                         demand by the Agent, provide a certificate confirming the amount of its Break Costs for
                                         any Interest Period in which they accrue



 


		21.3	Miscellaneous
                                         indemnities. The Borrower shall fully indemnify each Creditor Party severally on
                                         their respective demands in respect of all claims, expenses, liabilities and losses which
                                         may be made or brought against or incurred by a Creditor Party, in any country, as a
                                         result of or in connection with any Environmental Claim or otherwise howsoever arising
                                         out of any Environmental Incident.



 


		21.4	Currency
                                         indemnity. If any sum due from the Borrower or any Security Party to a Creditor Party
                                         under a Finance Document or under any order or judgment relating to a Finance Document
                                         has to be converted from the currency in which the Finance Document provided for the
                                         sum to be paid (the “Contractual Currency”) into another currency
                                         (the “Payment Currency”) for the purpose of:



 


		(a)	making
                                         or lodging any claim or proof against the Borrower or any Security Party, whether in
                                         its liquidation, any arrangement involving it or otherwise; or



 


		(b)	obtaining
                                         an order or judgment from any court or other tribunal; or



 


		(c)	enforcing
                                         any such order or judgment,



 


the Borrower shall indemnify
the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party
is converted at the available rate of exchange into the Contractual Currency.


 


In this Clause 21.4 the “available
rate of exchange” means the rate at which the Creditor Party concerned is able at the opening of business (London time)
on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.



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This Clause 21.4 creates a separate
liability of the Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be merged
in any judgment or order relating to those other liabilities.


 


		21.5	Application
                                         to Master Agreement. For the avoidance of doubt, Clause 21.4 does not apply in respect
                                         of sums due from the Borrower to the Swap Bank under or in connection with the Master
                                         Agreement as to which sums the provisions of section 8 (Contractual Currency) of the
                                         Master Agreement shall apply.



 


		21.6	Certification
                                         of amounts. A notice which is signed by 2 officers of a Creditor Party, which states
                                         that a specified amount, or aggregate amount, is due to that Creditor Party under this
                                         Clause 21 and which indicates (without necessarily specifying a detailed breakdown) the
                                         matters in respect of which the amount, or aggregate amount, is due shall be prima facie
                                         evidence that the amount, or aggregate amount, is due. Upon request by the Borrower,
                                         the Agent shall provide details of the relevant amounts together with supporting documents.



 


		21.7	Sums
                                         deemed due to a Lender. For the purposes of this Clause 21, a sum payable by the
                                         Borrower to the Agent or the Security Trustee for distribution to a Lender shall be treated
                                         as a sum due to that Lender.



 


		22	NO
                                         SET-OFF OR TAX DEDUCTION



 


		22.1	No
                                         deductions. All amounts due from the Borrower under a Finance Document shall be paid:



 


		(a)	without
                                         any form of set-off, cross-claim or condition; and



 


		(b)	free
                                         and clear of any tax deduction except a tax deduction which the Borrower is required
                                         by law to make.



 


		22.2	Grossing-up
                                         for taxes. If the Borrower is required by law to make a tax deduction from any payment:



 


		(a)	the
                                         Borrower shall notify the Agent as soon as it becomes aware of the requirement;



 


		(b)	the
                                         Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and
                                         in any event before any fine or penalty arises;



 


		(c)	the
                                         amount due in respect of the payment shall be increased by the amount necessary to ensure
                                         that each Creditor Party receives and retains (free from any liability relating to the
                                         tax deduction) a net amount which, after the tax deduction, is equal to the full amount
                                         which it would otherwise have received.



 


		22.3	Evidence
                                         of payment of taxes. Within 1 month after making any tax deduction, the Borrower
                                         concerned shall deliver to the Agent documentary evidence satisfactory to the Agent that
                                         the tax had been paid to the appropriate taxation authority.



 


		22.4	Exclusion
                                         of tax on overall net income. In this Clause 22 “tax deduction”
                                         means any deduction or withholding for or on account of any present or future tax except
                                         tax on a Creditor Party’s overall net income.



 


		22.5	Claw-back
                                         of tax benefit. If, following any such deduction or withholding as is referred to
                                         in Clause 22.2 from any payment by the Borrower, a Lender shall receive or be granted
                                         a credit against or remission for any taxes payable by it, such Lender shall, subject
                                         to the Borrower having made any increased payment in accordance with Clause 22.2 and
                                         to the extent that such Lender can do
so without prejudicing the retention of the amount of such credit or remission and without prejudice to the right of such Lender
to obtain any other






    	57



    	



    

relief or allowance
which may be available to it, reimburse the Borrower with such amount as such Lender shall certify (attaching supporting documentation
unless the relevant Lender is prohibited from disclosing any such documentation) to be the proportion of such credit or remission
as will leave such Lender (after such reimbursement) in no worse position than it would have been in had there been no such deduction
or withholding from the payment by the Borrower as aforesaid. Such reimbursement shall be made forthwith upon such Lender certifying
that the amount of such credit or remission has been received by it. Nothing contained in this Agreement shall oblige a Lender
to rearrange its tax affairs or to disclose any information regarding its tax affairs and computations. Without prejudice to the
generality of the foregoing, the Borrower shall not, by virtue of this Clause 22.5, be entitled to enquire about a Lender’s
tax affairs.


 


		22.6	Application
                                         to the Master Agreement. For the avoidance of doubt, Clause 22 does not apply in
                                         respect of sums due from the Borrower to the Swap Bank under or in connection with the
                                         Master Agreement as to which sums the provisions of section 2(d) (Deduction or Withholding
                                         for Tax) of the Master Agreement shall apply.



 


		23	ILLEGALITY,
                                         ETC



 


		23.1	Illegality.
                                         This Clause 23 applies if a Lender (the “Notifying Lender”) notifies
                                         the Agent that it has become, or will with effect from a specified date, become:



 


		(a)	unlawful
                                         or prohibited as a result of the introduction of a new law, an amendment to an existing
                                         law or a change in the manner in which an existing law is or will be interpreted or applied;
                                         or



 


		(b)	contrary
                                         to, or inconsistent with, any regulation,



 


for the Notifying Lender to maintain
or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement.


 


		23.2	Notification
                                         of illegality. The Agent shall promptly notify the Borrower, the Security Parties,
                                         the Security Trustee and the other Lenders of the notice under Clause 23.1 which the
                                         Agent receives from the Notifying Lender.



 


		23.3	Prepayment;
                                         termination of Commitment. On the Agent notifying the Borrower under Clause 23.2,
                                         the Notifying Lender’s Commitment shall terminate; and thereupon or, if later,
                                         on the date specified in the Notifying Lender’s notice under Clause 23.1 as the
                                         date on which the notified event would become effective the Borrower shall prepay the
                                         Notifying Lender’s Contribution in accordance with Clause 8.



 


		23.4	Mitigation.
                                         If circumstances arise which would result in a notification under Clause 23.1 then, without
                                         in any way limiting the rights of the Notifying Lender under Clause 23.3, the Notifying
                                         Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights
                                         under this Agreement and the Finance Documents to another office or financial institution
                                         not affected by the circumstances but the Notifying Lender shall not be under any obligation
                                         to take any such action if, in its opinion, to do would or might:



 


		(a)	have
                                         an adverse effect on its business, operations or financial condition; or



 


		(b)	involve
                                         it in any activity which is unlawful or prohibited or any activity that is contrary to,
                                         or inconsistent with, any regulation; or



 


		(c)	involve
                                         it in any expense (unless indemnified to its satisfaction) or tax disadvantage.







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		24	INCREASED
                                         COSTS



 


		24.1	Increased
                                         costs. This Clause 24 applies if a Lender (the “Notifying Lender”)
                                         notifies the Agent that the Notifying Lender considers that as a result of:



 


		(a)	the
                                         introduction or alteration after the date of this Agreement of a law or an alteration
                                         after the date of this Agreement in the manner in which a law is interpreted or applied
                                         (disregarding any effect which relates to the application to payments under this Agreement
                                         of a tax on the Lender’s overall net income); or



 


		(b)	complying
                                         with any regulation (including any which relates to capital adequacy or liquidity controls
                                         or which affects the manner in which the Notifying Lender allocates capital resources
                                         to its obligations under this Agreement) which is introduced, or altered, or the interpretation
                                         or application of which is altered, after the date of this Agreement; or



 


		(c)	the
                                         implementation or application of or compliance with the “International Convergence
                                         of Capital Measurement and Capital Standards, a Revised Framework” published by
                                         the Basel Committee on Banking Supervision in June 2004 in the form existing on the date
                                         of this Agreement (the “Basel II Accord”) or any other law or regulation
                                         implementing the Basel II Accord or any of the approaches provided for and allowed to
                                         be used by banks under or in connection with the Basel II Accord in each case as from
                                         time to time implemented by any Creditor Party (whether such implementation, application
                                         or compliance is by a government, regulator, supervisory authority, the Lender or its
                                         holding company),



 


the Notifying Lender has incurred
or will incur an “increased cost”.


 


		24.2	Meaning
                                         of “increased cost”. In this Clause 24, “increased cost”
                                         means, in relation to a Notifying Lender:



 


		(a)	an
                                         additional or increased cost incurred as a result of, or in connection with, the Notifying
                                         Lender having entered into, or being a party to, this Agreement or a Transfer Certificate,
                                         of funding or maintaining its Commitment or Contribution or performing its obligations
                                         under this Agreement, or of having outstanding all or any part of its Contribution or
                                         other unpaid sums;



 


		(b)	a
                                         reduction in the amount of any payment to the Notifying Lender under this Agreement or
                                         in the effective return which such a payment represents to the Notifying Lender or on
                                         its capital;



 


		(c)	an
                                         additional or increased cost of funding all or maintaining all or any of the advances
                                         comprised in a class of advances formed by or including the Notifying Lender’s
                                         Contribution or (as the case may require) the proportion of that cost attributable to
                                         the Contribution; or



 


		(d)	a
                                         liability to make a payment, or a return foregone, which is calculated by reference to
                                         any amounts received or receivable by the Notifying Lender under this Agreement,



 


but not (aa) an item attributable
to a change in the rate of tax on the overall net income of the Notifying Lender or the Bank Levy or (bb) an item covered by the
indemnity for tax in Clause 21.1 or by Clause 22 or (cc) an item:


 


		(i)	attributable
                                         to a change in the weighting approach adopted by the Notifying Lender pursuant to the
                                         Basel II Accord; or



 


		(ii)	arises
                                         from a decision by the Notifying Lender to adopt or implement a law or regulation which
                                         is not mandatorily applicable to it at the time it adopts such law or regulation; or







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		(iii)	which arises
                                                                                                                                                   from a law or regulation applicable only to the Notifying Lender if the imposition of
                                                                                                                                                   such law or regulation arises from the Notifying Lender’s own behaviour. 
	 	 	 
	 	but only to the extent that the Notifying Lender determines it did or would have occurred the same level of increased costs as at the date of this Agreement and by reference to the facts and circumstances prevailing at that time.














 


		24.3	Exception.
                                         Clause 24.1 does not apply to the extent any increased cost is compensated for by the
                                         payment of the Mandatory Cost.



 


		24.4	Notification
                                         to Borrower of claim for increased costs. The Agent shall promptly notify the Borrower
                                         and the Security Parties of the notice which the Agent received from the Notifying Lender
                                         under Clause 24.1.



 


		24.5	Payment
                                         of increased costs. The Borrower shall pay to the Agent, on the Agent’s demand,
                                         for the account of the Notifying Lender the amounts which the Agent from time to time
                                         notifies the Borrower that the Notifying Lender has specified to be necessary to compensate
                                         the Notifying Lender for the increased cost (subject to providing the Borrower with supporting
                                         documentation unless the Notifying Lender is prohibited from disclosing such documentation).



 


		24.6	Notice
                                         of prepayment. If the Borrower is not willing to continue to compensate the Notifying
                                         Lender for the increased cost under Clause 24.5, the Borrower may give the Agent not
                                         less than 3 days’ notice of its intention to prepay the Notifying Lender’s
                                         Contribution at the end of an Interest Period.



 


		24.7	Prepayment;
                                         termination of Commitment. A notice under Clause 24.6 shall be irrevocable; the Agent
                                         shall promptly notify the Notifying Lender of the Borrower’s notice of intended
                                         prepayment; and:



 


		(a)	on
                                         the date on which the Agent serves that notice, the Commitment of the Notifying Lender
                                         shall be cancelled; and



 


		(b)	on
                                         the date specified in its notice of intended prepayment, the Borrower shall prepay (without
                                         premium or penalty) the Notifying Lender’s Contribution, together with accrued
                                         interest thereon at the applicable rate plus the applicable Margin and the Mandatory
                                         Cost (if any).



 


		24.8	Application
                                         of prepayment. Clause 8 shall apply in relation to the prepayment.



 


		25	SET-OFF



 


		25.1	Application
                                         of credit balances. Each Creditor Party may with prior written notice to the Borrower
                                         (other than at any time following the occurrence of an Event of Default and while the
                                         same is continuing in which case no such notice shall be required):



 


		(a)	apply
                                         any balance (whether or not then due) which at any time stands to the credit of any account
                                         in the name of the Borrower at any office in any country of that Creditor Party in or
                                         towards satisfaction of any sum then due from the Borrower to that Creditor Party under
                                         any of the Finance Documents; and



 


		(b)	for
                                         that purpose:



 


		(i)	break,
                                         or alter the maturity of, all or any part of a deposit of the Borrower;



 


		(ii)	convert
                                         or translate all or any part of a deposit or other credit balance into Dollars; and




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		(iii)	enter
                                         into any other transaction or make any entry with regard to the credit balance which
                                         the Creditor Party concerned considers appropriate.



 


		25.2	Existing
                                         rights unaffected. No Creditor Party shall be obliged to exercise any of its rights
                                         under Clause 25.1; and those rights shall be without prejudice and in addition to any
                                         right of set-off, combination of accounts, charge, lien or other right or remedy to which
                                         a Creditor Party is entitled (whether under the general law or any document).



 


		25.3	Sums
                                         deemed due to a Lender. For the purposes of this Clause 25, a sum payable by the
                                         Borrower to the Agent or the Security Trustee for distribution to, or for the account
                                         of, a Lender shall be treated as a sum due to that Lender; and each Lender’s proportion
                                         of a sum so payable for distribution to, or for the account of, the Lenders shall be
                                         treated as a sum due to such Lender.



 


		25.4	No
                                         Security Interest. This Clause 25 gives the Creditor Parties a contractual right
                                         of set-off only, and does not create any equitable charge or other Security Interest
                                         over any credit balance of the Borrower.



 


		26	TRANSFERS
                                         AND CHANGES IN LENDING OFFICES



 


		26.1	Transfer
                                         by Borrowers. The Borrower may not, without the consent of the Agent, given on the
                                         instructions of all the Lenders transfer any of its rights, liabilities or obligations
                                         under any Finance Document.



 


		26.2	Transfer
                                         by a Lender.  Subject to Clause 26.4, a Lender  (the “Transferor Lender”) may at any time
                                         cause:



 


		(a)	its
                                         rights in respect of all or part of its Contribution; or



 


		(b)	its
                                         obligations in respect of all or part of its Commitment; or



 


		(c)	a
                                         combination of (a) and (b),



 


to be (in the case of its
rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (a
“Transferee Lender”) by delivering to the Agent a completed certificate in the form set out in Schedule 4
with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the
Transferor Lender and the Transferee Lender.


 


However any rights and obligations
of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with
the Agency and Trust Agreement.


 


Provided that a transfer
pursuant to this Clause 26.2 shall:


 


		(i)	be
                                         effected without the consent of the Borrower (subject to no additional costs being incurred
                                         by any Security Party):



 


		(A)	if
                                         such transfer is effected whilst an Event of Default is continuing; or



 


		(B)	if
                                         such transfer is to a subsidiary or any other company or financial institution which
                                         is in the same ownership or control as the Transferor Lender; and



 


		(ii)	in
                                         all other circumstances, require the prior written consent of the Borrower (such consent
                                         not to be unreasonably withheld or delayed).




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		26.3	Transfer
                                         Certificate, delivery and notification. As soon as reasonably practicable after a
                                         Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe
                                         that the Transfer Certificate may be defective):



 


		(a)	sign
                                         the Transfer Certificate on behalf of itself, the Borrower, the Security Parties, the
                                         Security Trustee and each of the other Lenders;



 


		(b)	on
                                         behalf of the Transferee Lender, send to the Borrower and each Security Party letters
                                         or faxes notifying them of the Transfer Certificate and attaching a copy of it; and



 


		(c)	send
                                         to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above,



 


but the Agent shall only be obliged
to execute a Transfer Certificate delivered to it by the Transferor Lender and the Transferee Lender once it is satisfied it has
complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations
in relation to the transfer to that Transferee Lender.


 


		26.4	Effective
                                         Date of Transfer Certificate. A Transfer Certificate becomes effective on the date,
                                         if any, specified in the Transfer Certificate as its effective date Provided that
                                         it is signed by the Agent under Clause 26.3 on or before that date.



 


		26.5	No
transfer without Transfer Certificate. Except as provided in Clause 26.17, no assignment or transfer of any right or obligation
of a Lender under any Finance Document is binding on, or effective in relation to, the Borrower, any Security Party, the Agent
or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.



 


		26.6	Lender
                                         re-organisation; waiver of Transfer Certificate. However, if a Lender enters into
                                         any merger, de-merger or other reorganisation as a result of which all its rights or
                                         obligations vest in another person (the “successor”), the Agent may,
                                         if it sees fit, by notice to the successor and the Borrower and the Security Trustee
                                         waive the need for the execution and delivery of a Transfer Certificate; and, upon service
                                         of the Agent’s notice, the successor shall become a Lender with the same Commitment
                                         and Contribution as were held by the predecessor Lender.



 


		26.7	Effect
                                         of Transfer Certificate. A Transfer Certificate takes effect in accordance with English
                                         law as follows:



 


		(a)	to
                                         the extent specified in the Transfer Certificate, all rights and interests (present,
                                         future or contingent) which the Transferor Lender has under or by virtue of the Finance
                                         Documents are assigned to the Transferee Lender absolutely, free of any defects in the
                                         Transferor Lender’s title and of any rights or equities which the Borrower or any
                                         Security Party had against the Transferor Lender;



 


		(b)	the
                                         Transferor Lender’s Commitment is discharged to the extent specified in the Transfer
                                         Certificate;



 


		(c)	the
                                         Transferee Lender becomes a Lender with the Contribution previously held by the Transferor
                                         Lender and a Commitment of an amount specified in the Transfer Certificate;



 


		(d)	the
                                         Transferee Lender becomes bound by all the provisions of the Finance Documents which
                                         are applicable to the Lenders generally, including those about pro-rata sharing and the
                                         exclusion of liability on the part of, and the indemnification of, the Agent and the
                                         Security Trustee and, to the extent that the Transferee Lender becomes bound by those
                                         provisions (other than those relating to exclusion of liability), the Transferor Lender
                                         ceases to be bound by them;




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		(e)	any
                                         part of the Loan which the Transferee Lender advances after the Transfer Certificate’s
                                         effective date ranks in point of priority and security in the same way as it would have
                                         ranked had it been advanced by the Transferor Lender, assuming that any defects in the
                                         Transferor Lender’s title and any rights or equities of the Borrower or any Security
                                         Party against the Transferor Lender had not existed;



 


		(f)	the
                                         Transferee Lender becomes entitled to all the rights under the Finance Documents which
                                         are applicable to the Lenders generally, including but not limited to those relating
                                         to the Majority Lenders and those under Clause 5.7 and Clause 20, and to the extent that
                                         the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to
                                         be entitled to them; and



 


		(g)	in
                                         respect of any breach of a warranty, undertaking, condition or other provision of a Finance
                                         Document or any misrepresentation made in or in connection with a Finance Document, the
                                         Transferee Lender shall be entitled to recover damages by reference to the loss incurred
                                         by it as a result of the breach or misrepresentation provided the original Lender would
                                         have incurred a loss of that kind or amount.



 


The rights and equities of the
Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.


 


		26.8	Maintenance
                                         of register of Lenders. During the Security Period the Agent shall maintain a register
                                         in which it shall record the name, Commitment, Contribution and administrative details
                                         (including the lending office) from time to time of each Lender holding a Transfer Certificate
                                         and the effective date (in accordance with Clause 26.4) of the Transfer Certificate;
                                         and the Agent shall make the register available for inspection by any Lender, the Security
                                         Trustee and the Borrower during normal banking hours, subject to receiving at least 3
                                         Business Days’ prior notice.



 


		26.9	Reliance
                                         on register of Lenders. The entries on that register shall, in the absence of manifest
                                         error, be conclusive in determining the identities of the Lenders and the amounts of
                                         their Commitments and Contributions and the effective dates of Transfer Certificates
                                         and may be relied upon by the Agent and the other parties to the Finance Documents for
                                         all purposes relating to the Finance Documents.



 


		26.10	Authorisation
                                         of Agent to sign Transfer Certificates. The Borrower, the Security Trustee, the Swap
                                         Bank and each Lender irrevocably authorise the Agent to sign Transfer Certificates on
                                         its behalf.



 


		26.11	Registration
                                         fee. In respect of any Transfer Certificate, the Agent shall be entitled to recover
                                         a registration fee of $2,500 from the Transferor Lender or (at the Agent’s option)
                                         the Transferee Lender. Such fee is not to be reimbursed to the payee by the Borrower
                                         or any Security Party.



 


		26.12	Sub-participation;
                                         subrogation assignment. A Lender may sub-participate all or any part of its rights
                                         and/or obligations under or in connection with the Finance Documents subject to the prior
                                         written consent (which shall not be unreasonably withheld or delayed) of the Borrower;
                                         and the Lenders may assign, in any manner and terms agreed by the Majority Lenders, the
                                         Agent, the Borrower and the Security Trustee, all or any part of those rights to an insurer
                                         or surety who has become subrogated to them.



 


		26.13	Disclosure
                                         of information. A Lender may disclose to a potential Transferee Lender or sub-participant
                                         any information which the Lender has received in relation to the Borrower, any Security
                                         Party or their affairs under or in connection with any Finance Document, unless the information
                                         is clearly of a confidential nature and subject always to such potential Transferee Lender
or sub-participant signing a confidentiality agreement in the form set out in Schedule 8.








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		26.14	Change
                                         of lending office. A Lender may change its lending office by giving notice to the
                                         Agent and the change shall become effective on the later of:



 


		(a)	the
                                         date on which the Agent receives the notice; and



 


		(b)	the
                                         date, if any, specified in the notice as the date on which the change will come into
                                         effect.



 


		26.15	Notification.
                                         On receiving such a notice, the Agent shall notify the Borrower and the Security
                                         Trustee; and, until the Agent receives such a notice, it shall be entitled to assume
                                         that a Lender is acting through the lending office of which the Agent last had notice.



 


	26.16	Replacement
                                         of Reference Bank. If the Reference Bank ceases to be a Lender or is unable on a
                                         continuing basis to supply quotations for the purposes of Clause 5 then, the Agent, acting
                                         on the instructions of the Majority Lenders, and after consulting the Borrower, shall
                                         appoint another bank (whether or not a Lender) to be the replacement Reference Bank;
                                         and, when that appointment comes into effect, the first-mentioned Reference Bank’s
                                         appointment shall cease to be effective.
	 	 
	26.17	Security
                                         over Lenders’ rights. In addition to the other rights provided to Lenders under this
                                         Clause 26, each Lender may without consulting with or obtaining consent from the Borrower
                                         or any Security Party, at any time charge, assign or otherwise create a Security Interest
                                         in or over (whether by way of collateral or otherwise) all or any of its rights under
                                         any Finance Document to secure obligations of that Lender to a federal reserve or central
                                         bank (including, without limitation by way of any charge, assignment or other Security
                                         Interest) except that no such charge, assignment or Security Interest shall:
	 	 
	(a)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or
	 	 
	(b)	require any payments to be made by the Borrower or any Security Party or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.



 


		26.18	No
                                         additional costs. If at the time of, or immediately after, any transfer by a Lender
                                         of any part of its rights, benefits and/or obligations under this Agreement, or any change
                                         in the office through which a Lender lends for the purposes of this Agreement or a Lender’s
                                         re-organisation under Clause 26.6, the Borrower would be obliged to pay to the Transferee
                                         Lender or the successor (as defined in Clause 26.6) or (in the case of a change of lending
                                         office) such Lender under Clauses 5.7, 22.2 or 24.1 any sum in excess of the sum (if
                                         any) which it would have been obliged to pay to such Lender under the relevant clauses
                                         in the absence of such transfer, re-organisation or change of office, the Borrower shall
                                         not be obliged to pay that excess.



 


		27	VARIATIONS
                                         AND WAIVERS



 


		27.1	Variations,
                                         waivers etc. by Majority Lenders. Subject to Clause 27.2, a document shall be effective
                                         to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor
                                         Party’s rights or remedies under such a provision or the general law, only if the
                                         document is signed, or specifically agreed to by fax, by the Borrower, by the Agent on
                                         behalf of the Majority Lenders, by the Agent and the Security Trustee in their own rights,
                                         and, if the document relates to a Finance Document to which a Security Party is party,
                                         by that Security Party.



 


		27.2	Variations,
                                         waivers etc. requiring agreement of all Lenders. However, as regards the following,
                                         Clause 27.1 applies as if the words “by the Agent on behalf of the Majority




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Lenders”
were replaced by the words “by or on behalf of every Lender and the Swap Bank”:


 


		(a)	a
                                         reduction in the Margin;



 


		(b)	a
                                         postponement to the date for, or a reduction in the amount of, any payment of principal,
                                         interest, fees or other sum payable under this Agreement;



 


		(c)	an
                                         increase in any Lender’s Commitment;



 


		(d)	a
                                         change to the definition of “Majority Lenders”;



 


		(e)	a
                                         change to Clause 3 or this Clause 27;



 


		(f)	any
                                         release of, or material variation to, a Security Interest, guarantee, indemnity or subordination
                                         arrangement set out in a Finance Document; and



 


		(g)	any
                                         other change or matter as regards which this Agreement or another Finance Document expressly
                                         provides that each Lender’s consent is required.



 


		27.3	Exclusion
                                         of other or implied variations. Except for a document which satisfies the requirements
                                         of Clauses 27.1 and 27.2, no document, and no act, course of conduct, failure or neglect
                                         to act, delay or acquiescence on the part of the Creditor Parties or any of them (or
                                         any person acting on behalf of any of them) shall result in the Creditor Parties or any
                                         of them (or any person acting on behalf of any of them) being taken to have varied, waived,
                                         suspended or limited, or being precluded (permanently or temporarily) from enforcing,
                                         relying on or exercising:



 


		(a)	a
                                         provision of this Agreement or another Finance Document; or



 


		(b)	an
                                         Event of Default; or



 


		(c)	a
                                         breach by the Borrower or a Security Party of an obligation under a Finance Document
                                         or the general law; or



 


		(d)	any
                                         right or remedy conferred by any Finance Document or by the general law,



 


and there shall not be implied
into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised,
within a certain or reasonable time.


 


		28	NOTICES



 


		28.1	General.
                                         Unless otherwise specifically provided, any notice under or in connection with any
                                         Finance Document shall be given by letter or fax; and references in the Finance Documents
                                         to written notices, notices in writing and notices signed by particular persons shall
                                         be construed accordingly.



 


		28.2	Addresses
                                         for communications. A notice by letter or fax shall be sent:



 


 





	(a)	to
the Borrower:	60 Zephyrou Street and Syngrou Avenue
	 	 	175 64 Athens
	 	 	Greece
	 	 	 
	 	 	Fax No: +30 210
940 9051
	 	 	 
	(b)	to
a Lender:	At the address below its name in Schedule 1 or (as the case may require) in the relevant Transfer Certificate.















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	(c)	to
the Agent,	ING Bank N.V., London Branch
	 	the Security	60 London Wall
	 	Trustee or	London EC2M 5TQ
	 	the Swap Bank:	England
	 	 	 
	 	 	Attn: Shipping
Department
	 	 	Fax No: +44(0)
207 767 7324











 


or to such other address as the
relevant party may notify the Agent or, if the relevant party is the Agent or the Security Trustee, the Borrower, the Lenders,
the Swap Bank and the Security Parties.


 


		28.3	Effective
                                         date of notices. Subject to Clauses 28.4 and 28.5:



 


		(a)	a
                                         notice which is delivered personally or posted shall be deemed to be served, and shall
                                         take effect, at the time when it is delivered; and



 


		(b)	a
                                         notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours
                                         after its transmission is completed.



 


		28.4	Service
                                         outside business hours. However, if under Clause 28.3 a notice would be deemed to
                                         be served:



 


		(a)	on
                                         a day which is not a business day in the place of receipt; or



 


		(b)	on
                                         such a business day, but after 5 p.m. local time,



 


the notice shall (subject to
Clause 28.5) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.


 


		28.5	Illegible
                                         notices. Clauses 28.3 and 28.4 do not apply if the recipient of a notice notifies
                                         the sender within 1 hour after the time at which the notice would otherwise be deemed
                                         to be served that the notice has been received in a form which is illegible in a material
                                         respect.



 


		28.6	Valid
                                         notices. A notice under or in connection with a Finance Document shall not be invalid
                                         by reason that its contents or the manner of serving it do not comply with the requirements
                                         of this Agreement or, where appropriate, any other Finance Document under which it is
                                         served if:



 


		(a)	the
                                         failure to serve it in accordance with the requirements of this Agreement or other Finance
                                         Document, as the case may be, has not caused any party to suffer any significant loss
                                         or prejudice; or



 


		(b)	in
                                         the case of incorrect and/or incomplete contents, it should have been reasonably clear
                                         to the party on which the notice was served what the correct or missing particulars should
                                         have been.



 


		28.7	Electronic
                                         communication. Any communication to be made between the Agent and a Lender or the
                                         Swap Bank under or in connection with the Finance Documents may be made by electronic
                                         mail or other electronic means, if the Agent and the relevant Lender or the Swap Bank:



 


		(a)	agree
                                         that, unless and until notified to the contrary, this is to be an accepted form of communication;



 


		(b)	notify
                                         each other in writing of their electronic mail address and/or any other information required
                                         to enable the sending and receipt of information by that means; and




    	66



    	



    

		(c)	notify
                                         each other of any change to their respective addresses or any other such information
                                         supplied to them.



 


Any electronic communication
made between the Agent and a Lender or the Swap Bank will be effective only when actually received in readable form and, in the
case of any electronic communication made by a Lender or the Swap Bank to the Agent, only if it is addressed in such a manner
as the Agent shall specify for this purpose.


 


		28.8	English
                                         language. Any notice under or in connection with a Finance Document shall be in English.



 


		28.9	Meaning
                                         of “notice”. In this Clause 28, “notice” includes
                                         any demand, consent, authorisation, approval, instruction, waiver or other communication.



 


		29	SUPPLEMENTAL



 


		29.1	Rights
                                         cumulative, non-exclusive. The rights and remedies which the Finance Documents give
                                         to each Creditor Party are:



 


		(a)	cumulative;



 


		(b)	may
                                         be exercised as often as appears expedient; and



 


		(c)	shall
                                         not, unless a Finance Document explicitly and specifically states so, be taken to exclude
                                         or limit any right or remedy conferred by any law.



 


		29.2	Severability
                                         of provisions. If any provision of a Finance Document is or subsequently becomes
                                         void, unenforceable or illegal, that shall not affect the validity, enforceability or
                                         legality of the other provisions of that Finance Document or of the provisions of any
                                         other Finance Document.



 


		29.3	Counterparts.
                                         A Finance Document may be executed in any number of counterparts.



 


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



 


		30	LAW
                                         AND JURISDICTION



 


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



 


		30.2	Exclusive
                                         English jurisdiction. Subject to Clause 30.3, the courts of England shall have exclusive
                                         jurisdiction to settle any Dispute.



 


		30.3	Choice
                                         of forum for the exclusive benefit of the Creditor Parties. Clause 30.2 is for the
                                         exclusive benefit of the Creditor Parties, each of which reserves the right:



 


		(a)	to
                                         commence proceedings in relation to any Dispute in the courts of any country other than
                                         England and which have or claim jurisdiction to that Dispute; and



 


		(b)	to
                                         commence such proceedings in the courts of any such country or countries concurrently
                                         with or in addition to proceedings in England or without commencing proceedings in England.



 


The Borrower shall not commence
any proceedings in any country other than England in relation to a Dispute.



    	67



    	



    

		30.4	Process
                                         agent. The Borrower irrevocably appoints Mr. Richard Coleman c/o H. Clarkson and
                                         Co. Ltd. at its office for the time being, presently at 3 Lower Thames Street, London
                                         EC3R 6HE, England, to act as its agent to receive and accept on its behalf any process
                                         or other document relating to any proceedings in the English courts which are connected
                                         with a Dispute.



 


		30.5	Creditor
                                         Party rights unaffected. Nothing in this Clause 30 shall exclude or limit any right
                                         which any Creditor Party may have (whether under the law of any country, an international
                                         convention or otherwise) with regard to the bringing of proceedings, the service of process,
                                         the recognition or enforcement of a judgment or any similar or related matter in any
                                         jurisdiction.



 


		30.6	Meaning
                                         of “proceedings”. In this Clause 30, “proceedings”
                                         means proceedings of any kind, including an application for a provisional or protective
                                         measure and a “Dispute” means any dispute arising out of or in connection
                                         with this Agreement (including a dispute relating to the existence, validity or termination
                                         of this Agreement) or any non-contractual obligation arising out of or in connection
                                         with this Agreement.



 


THIS AGREEMENT has been entered
into on the date stated at the beginning of this Agreement.



    	68



    	



    




SCHEDULE
1



LENDERS AND COMMITMENTS


 


	Lender	 	Lending
    Office	 	Commitment

    (US Dollars)
	ING Bank N.V., London Branch	 	60 London Wall 

    London EC2M 5TQ 

    England	 	140,000,000




    	69



    	



    

SCHEDULE
2



DRAWDOWN NOTICE


 


	To:	ING Bank N.V., London Branch
	 	60 London Wall
	 	London EC2M 5TQ
	 	England


 


Attention: [Loans Administration]


 


[●]


 


DRAWDOWN NOTICE


 


	1	We
                                                                                                                                                   refer
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   loan
                                                                                                                                                   agreement
                                                                                                                                                   (the
                                                                                                                                                   “Loan
                                                                                                                                                   Agreement”)
                                                                                                                                                   dated
                                                                                                                                                   [●]
                                                                                                                                                   2011
                                                                                                                                                   and
                                                                                                                                                   made
                                                                                                                                                   between
                                                                                                                                                   ourselves,
                                                                                                                                                   as
                                                                                                                                                   Borrower,
                                                                                                                                                   the
                                                                                                                                                   Lenders
                                                                                                                                                   referred
                                                                                                                                                   to
                                                                                                                                                   therein,
                                                                                                                                                   and
                                                                                                                                                   yourselves
                                                                                                                                                   as
                                                                                                                                                   Agent,
                                                                                                                                                   Mandated
                                                                                                                                                   Lead
                                                                                                                                                   Arranger,
                                                                                                                                                   Security
                                                                                                                                                   Trustee
                                                                                                                                                   and
                                                                                                                                                   Swap
                                                                                                                                                   Bank
                                                                                                                                                   in
                                                                                                                                                   connection
                                                                                                                                                   with
                                                                                                                                                   a
                                                                                                                                                   facility
                                                                                                                                                   of
                                                                                                                                                   up
                                                                                                                                                   to
                                                                                                                                                   US$140,000,000.
                                                                                                                                                   Terms
                                                                                                                                                   defined
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   Loan
                                                                                                                                                   Agreement
                                                                                                                                                   have
                                                                                                                                                   their
                                                                                                                                                   defined
                                                                                                                                                   meanings
                                                                                                                                                   when
                                                                                                                                                   used
                                                                                                                                                   in
                                                                                                                                                   this
                                                                                                                                                   Drawdown
                                                                                                                                                   Notice.



 


	2	We
                                                                                                                                                   request
                                                                                                                                                   to
                                                                                                                                                   borrow
                                                                                                                                                   an
                                                                                                                                                   Advance
                                                                                                                                                   as
                                                                                                                                                   follows:



 


	(a)	Amount:
                                                                                                                                              US$[●]
                                                                                                                                              which
                                                                                                                                              shall
                                                                                                                                              be
                                                                                                                                              used
                                                                                                                                              to
                                                                                                                                              [finance]
                                                                                                                                              [re-finance]
                                                                                                                                              [the
                                                                                                                                              [●]
                                                                                                                                              pre-delivery
                                                                                                                                              instalment
                                                                                                                                              payable
                                                                                                                                              pursuant
                                                                                                                                              to
                                                                                                                                              the
                                                                                                                                              Ship
                                                                                                                                              [●]
                                                                                                                                              Shipbuilding
                                                                                                                                              Contract]
                                                                                                                                              [the
                                                                                                                                              delivery
                                                                                                                                              instalment
                                                                                                                                              payable
                                                                                                                                              pursuant
                                                                                                                                              to
                                                                                                                                              the
                                                                                                                                              Ship
                                                                                                                                              [●]
                                                                                                                                              Shipbuilding
                                                                                                                                              Contract];



 


	(b)	Drawdown
                                                                                                                                              Date:
                                                                                                                                              [●];



 


	(c)	Duration
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              first
                                                                                                                                              Interest
                                                                                                                                              Period
                                                                                                                                              shall
                                                                                                                                              be
                                                                                                                                              [●]
                                                                                                                                              months;
                                                                                                                                              and



 


	(d)	Payment
                                                                                                                                              instructions:
                                                                                                                                              account
                                                                                                                                              of
                                                                                                                                              [●]
                                                                                                                                              and
                                                                                                                                              numbered
                                                                                                                                              [●]
                                                                                                                                              with
                                                                                                                                              [●]
                                                                                                                                              of
                                                                                                                                              [●].



 


	3	We
                                                                                                                                                   represent
                                                                                                                                                   and
                                                                                                                                                   warrant
                                                                                                                                                   that:



 


	(a)	the
                                                                                                                                              representations
                                                                                                                                              and
                                                                                                                                              warranties
                                                                                                                                              in
                                                                                                                                              Clause
                                                                                                                                              10
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Loan
                                                                                                                                              Agreement
                                                                                                                                              would
                                                                                                                                              remain
                                                                                                                                              true
                                                                                                                                              and
                                                                                                                                              not
                                                                                                                                              misleading
                                                                                                                                              if
                                                                                                                                              repeated
                                                                                                                                              on
                                                                                                                                              the
                                                                                                                                              date
                                                                                                                                              of
                                                                                                                                              this
                                                                                                                                              notice
                                                                                                                                              with
                                                                                                                                              reference
                                                                                                                                              to
                                                                                                                                              the
                                                                                                                                              circumstances
                                                                                                                                              now
                                                                                                                                              existing;
                                                                                                                                              and



 


	(b)	no
                                                                                                                                              Event
                                                                                                                                              of
                                                                                                                                              Default
                                                                                                                                              or Potential Event of Default has
                                                                                                                                              occurred
                                                                                                                                              or
                                                                                                                                              will
                                                                                                                                              result
                                                                                                                                              from
                                                                                                                                              the
                                                                                                                                              borrowing
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Advance.



 


	4	This
                                                                                                                                                   notice
                                                                                                                                                   cannot
                                                                                                                                                   be
                                                                                                                                                   revoked
                                                                                                                                                   without
                                                                                                                                                   the
                                                                                                                                                   prior
                                                                                                                                                   consent
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Majority
                                                                                                                                                   Lenders.



 


[Name of Signatory]




	 	 	 






[Director] [Attorney-in-fact]




for and on behalf of




COSTAMARE INC.






    	70



    	



    

SCHEDULE
3



CONDITION PRECEDENT DOCUMENTS


 


In this Schedule 2: “Relevant
Ship” means, in relation to a Pre-delivery Advance or Delivery Advance, the Ship which is to be financed by that Advance
and “Stage of Construction” means, in relation to a Pre-delivery Advance, the stage of construction (if any)
of a Ship to be achieved in order for the instalment being financed or refinanced by that Pre-delivery Advance becoming due and
payable under the relevant Shipbuilding Contract.


 


PART A


 


The following are the documents referred
to in Clause 9.1(a).


 


	1	A
                                                                                                                                                   duly
                                                                                                                                                   executed
                                                                                                                                                   original
                                                                                                                                                   of
                                                                                                                                                   this
                                                                                                                                                   Agreement,
                                                                                                                                                   the
                                                                                                                                                   Agency
                                                                                                                                                   and
                                                                                                                                                   Trust
                                                                                                                                                   Agreement,
                                                                                                                                                   each
                                                                                                                                                   Guarantee,
                                                                                                                                                   the
                                                                                                                                                   Master
                                                                                                                                                   Agreement,
                                                                                                                                                   the
                                                                                                                                                   Master
                                                                                                                                                   Agreement
                                                                                                                                                   Assignment
                                                                                                                                                   and
                                                                                                                                                   each
                                                                                                                                                   Pre-delivery
                                                                                                                                                   Security
                                                                                                                                                   Assignment
                                                                                                                                                   (and
                                                                                                                                                   of
                                                                                                                                                   each
                                                                                                                                                   document
                                                                                                                                                   required
                                                                                                                                                   to
                                                                                                                                                   be
                                                                                                                                                   delivered
                                                                                                                                                   pursuant
                                                                                                                                                   thereto).



 


	2	Certified
                                                                                                                                                   copies
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   certificate
                                                                                                                                                   of
                                                                                                                                                   incorporation
                                                                                                                                                   and
                                                                                                                                                   constitutional
                                                                                                                                                   documents
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Borrower
                                                                                                                                                   and
                                                                                                                                                   each
                                                                                                                                                   Owner.



 


	3	Copies
                                                                                                                                                   of
                                                                                                                                                   resolutions
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   directors
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Borrower
                                                                                                                                                   and
                                                                                                                                                   each
                                                                                                                                                   Owner
                                                                                                                                                   authorising
                                                                                                                                                   the
                                                                                                                                                   execution
                                                                                                                                                   of
                                                                                                                                                   each
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Finance
                                                                                                                                                   Documents
                                                                                                                                                   to
                                                                                                                                                   which
                                                                                                                                                   the
                                                                                                                                                   Borrower
                                                                                                                                                   or
                                                                                                                                                   that
                                                                                                                                                   Owner
                                                                                                                                                   is
                                                                                                                                                   a
                                                                                                                                                   party
                                                                                                                                                   and,
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   case
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Borrower,
                                                                                                                                                   authorising
                                                                                                                                                   named
                                                                                                                                                   officers
                                                                                                                                                   to
                                                                                                                                                   give
                                                                                                                                                   the
                                                                                                                                                   Drawdown
                                                                                                                                                   Notices
                                                                                                                                                   and
                                                                                                                                                   other
                                                                                                                                                   notices
                                                                                                                                                   under
                                                                                                                                                   this
                                                                                                                                                   Agreement
                                                                                                                                                   and
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   case
                                                                                                                                                   of
                                                                                                                                                   each
                                                                                                                                                   Owner
                                                                                                                                                   authorising
                                                                                                                                                   the
                                                                                                                                                   execution
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Shipbuilding
                                                                                                                                                   Contracts.



 


	4	The
                                                                                                                                                   original
                                                                                                                                                   of
                                                                                                                                                   any
                                                                                                                                                   power
                                                                                                                                                   of
                                                                                                                                                   attorney
                                                                                                                                                   under
                                                                                                                                                   which
                                                                                                                                                   any
                                                                                                                                                   Finance
                                                                                                                                                   Document
                                                                                                                                                   is
                                                                                                                                                   executed
                                                                                                                                                   on
                                                                                                                                                   behalf
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Borrower
                                                                                                                                                   or
                                                                                                                                                   each
                                                                                                                                                   Owner.



 


	5	Copies
                                                                                                                                                   of
                                                                                                                                                   all
                                                                                                                                                   consents
                                                                                                                                                   which
                                                                                                                                                   the
                                                                                                                                                   Borrower
                                                                                                                                                   or
                                                                                                                                                   any
                                                                                                                                                   Security
                                                                                                                                                   Party
                                                                                                                                                   requires
                                                                                                                                                   to
                                                                                                                                                   enter
                                                                                                                                                   into,
                                                                                                                                                   or
                                                                                                                                                   make
                                                                                                                                                   any
                                                                                                                                                   payment
                                                                                                                                                   under,
                                                                                                                                                   any
                                                                                                                                                   Finance
                                                                                                                                                   Document
                                                                                                                                                   or
                                                                                                                                                   the
                                                                                                                                                   Shipbuilding
                                                                                                                                                   Contract
                                                                                                                                                   to
                                                                                                                                                   which
                                                                                                                                                   it
                                                                                                                                                   is
                                                                                                                                                   a
                                                                                                                                                   party.



 


	6	The
                                                                                                                                                   originals
                                                                                                                                                   of
                                                                                                                                                   any
                                                                                                                                                   mandates
                                                                                                                                                   or
                                                                                                                                                   other
                                                                                                                                                   documents
                                                                                                                                                   required
                                                                                                                                                   in
                                                                                                                                                   connection
                                                                                                                                                   with
                                                                                                                                                   the
                                                                                                                                                   opening
                                                                                                                                                   or
                                                                                                                                                   operation
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Earnings
                                                                                                                                                   Accounts.



 


	7	Copies
                                                                                                                                                   of
                                                                                                                                                   each
                                                                                                                                                   Shipbuilding
                                                                                                                                                   Contract
                                                                                                                                                   and
                                                                                                                                                   of
                                                                                                                                                   all
                                                                                                                                                   documents
                                                                                                                                                   signed
                                                                                                                                                   or
                                                                                                                                                   issued
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   relevant
                                                                                                                                                   Owner
                                                                                                                                                   or
                                                                                                                                                   the
                                                                                                                                                   Builder
                                                                                                                                                   (or
                                                                                                                                                   either
                                                                                                                                                   of
                                                                                                                                                   them)
                                                                                                                                                   under
                                                                                                                                                   or
                                                                                                                                                   in
                                                                                                                                                   connection
                                                                                                                                                   with
                                                                                                                                                   it
                                                                                                                                                   evidencing
                                                                                                                                                   a
                                                                                                                                                   Contract
                                                                                                                                                   Price
                                                                                                                                                   of
                                                                                                                                                   not
                                                                                                                                                   more
                                                                                                                                                   than
                                                                                                                                                   $95,500,000
                                                                                                                                                   in
                                                                                                                                                   respect
                                                                                                                                                   of
                                                                                                                                                   each
                                                                                                                                                   Ship.



 


	8	The
                                                                                                                                                   original
                                                                                                                                                   Refund
                                                                                                                                                   Guarantees,
                                                                                                                                                   each
                                                                                                                                                   duly
                                                                                                                                                   executed
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Refund
                                                                                                                                                   Guarantor.



 


	9	Documentary
                                                                                                                                                   evidence
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   agent
                                                                                                                                                   for
                                                                                                                                                   service
                                                                                                                                                   of
                                                                                                                                                   process
                                                                                                                                                   named
                                                                                                                                                   in
                                                                                                                                                   Clause
                                                                                                                                                   30
                                                                                                                                                   has
                                                                                                                                                   accepted
                                                                                                                                                   its
                                                                                                                                                   appointment.



 


	10	Such
                                                                                                                                                    documents
                                                                                                                                                    as
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    may
                                                                                                                                                    require
                                                                                                                                                    for
                                                                                                                                                    its
                                                                                                                                                    “know
                                                                                                                                                    your
                                                                                                                                                    customer”
                                                                                                                                                    and
                                                                                                                                                    other
                                                                                                                                                    customary
                                                                                                                                                    money
                                                                                                                                                    laundering
                                                                                                                                                    checks.



 


	11	Favourable
                                                                                                                                                    legal
                                                                                                                                                    opinions
                                                                                                                                                    from
                                                                                                                                                    lawyers
                                                                                                                                                    appointed
                                                                                                                                                    by
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    on
                                                                                                                                                    such
                                                                                                                                                    matters
                                                                                                                                                    concerning
                                                                                                                                                    the
                                                                                                                                                    laws
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    Marshall
                                                                                                                                                    Islands,
                                                                                                                                                    Liberia-and
                                                                                                                                                    such
                                                                                                                                                    other
                                                                                                                                                    relevant
                                                                                                                                                    jurisdictions
                                                                                                                                                    as
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    may
                                                                                                                                                    require.



 


	12	If
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    so
                                                                                                                                                    requires,
                                                                                                                                                    in
                                                                                                                                                    respect
                                                                                                                                                    of
                                                                                                                                                    any
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    documents
                                                                                                                                                    referred
                                                                                                                                                    to
                                                                                                                                                    above
                                                                                                                                                    not
                                                                                                                                                    being
                                                                                                                                                    English,
                                                                                                                                                    a
                                                                                                                                                    certified
                                                                                                                                                    English
                                                                                                                                                    translation
                                                                                                                                                    prepared
                                                                                                                                                    by
                                                                                                                                                    a
                                                                                                                                                    translator
                                                                                                                                                    approved
                                                                                                                                                    by
                                                                                                                                                    the
                                                                                                                                                    Agent.







    	71



    	



    

PART B


 


The following are the documents referred
to in Clause 9.1(b):


 


	1	Documentary
                                                                                                                                                   evidence
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   relevant
                                                                                                                                                   Stage
                                                                                                                                                   of
                                                                                                                                                   Construction
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Relevant
                                                                                                                                                   Ship
                                                                                                                                                   has
                                                                                                                                                   commenced
                                                                                                                                                   or,
                                                                                                                                                   as
                                                                                                                                                   the
                                                                                                                                                   relevant
                                                                                                                                                   Shipbuilding
                                                                                                                                                   Contract
                                                                                                                                                   may
                                                                                                                                                   require,
                                                                                                                                                   completed
                                                                                                                                                   in
                                                                                                                                                   accordance
                                                                                                                                                   with
                                                                                                                                                   such
                                                                                                                                                   Shipbuilding
                                                                                                                                                   Contract.



 


	2	A
                                                                                                                                                   duly
                                                                                                                                                   issued
                                                                                                                                                   invoice
                                                                                                                                                   from
                                                                                                                                                   the
                                                                                                                                                   Builder
                                                                                                                                                   showing
                                                                                                                                                   all
                                                                                                                                                   sums
                                                                                                                                                   due
                                                                                                                                                   and
                                                                                                                                                   payable
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Builder
                                                                                                                                                   pursuant
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   applicable
                                                                                                                                                   Article
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   relevant
                                                                                                                                                   Shipbuilding
                                                                                                                                                   Contract
                                                                                                                                                   upon
                                                                                                                                                   commencement
                                                                                                                                                   or,
                                                                                                                                                   as
                                                                                                                                                   the
                                                                                                                                                   relevant
                                                                                                                                                   Shipbuilding
                                                                                                                                                   Contract
                                                                                                                                                   may
                                                                                                                                                   require,
                                                                                                                                                   completion
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   relevant
                                                                                                                                                   Stage
                                                                                                                                                   of
                                                                                                                                                   Construction
                                                                                                                                                   (or,
                                                                                                                                                   as
                                                                                                                                                   the
                                                                                                                                                   case
                                                                                                                                                   may
                                                                                                                                                   be,
                                                                                                                                                   the
                                                                                                                                                   signing
                                                                                                                                                   of
                                                                                                                                                   that
                                                                                                                                                   Shipbuilding
                                                                                                                                                   Contract)
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   relevant
                                                                                                                                                   Ship.



 


	3	In
                                                                                                                                                   the
                                                                                                                                                   case
                                                                                                                                                   of
                                                                                                                                                   each
                                                                                                                                                   Pre-delivery
                                                                                                                                                   Advance
                                                                                                                                                   (other
                                                                                                                                                   than
                                                                                                                                                   one
                                                                                                                                                   to
                                                                                                                                                   finance
                                                                                                                                                   or
                                                                                                                                                   refinance
                                                                                                                                                   the
                                                                                                                                                   instalment
                                                                                                                                                   payable
                                                                                                                                                   upon
                                                                                                                                                   signing
                                                                                                                                                   of
                                                                                                                                                   a
                                                                                                                                                   Shipbuilding
                                                                                                                                                   Contract),
                                                                                                                                                   a
                                                                                                                                                   stage
                                                                                                                                                   certificate
                                                                                                                                                   issued
                                                                                                                                                   by
                                                                                                                                                   such
                                                                                                                                                   classification
                                                                                                                                                   society
                                                                                                                                                   as
                                                                                                                                                   the
                                                                                                                                                   Agent
                                                                                                                                                   may
                                                                                                                                                   approve
                                                                                                                                                   in
                                                                                                                                                   a
                                                                                                                                                   form
                                                                                                                                                   acceptable
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Agent,
                                                                                                                                                   confirming
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   relevant
                                                                                                                                                   Stage
                                                                                                                                                   of
                                                                                                                                                   Construction
                                                                                                                                                   has
                                                                                                                                                   commenced
                                                                                                                                                   or,
                                                                                                                                                   as
                                                                                                                                                   the
                                                                                                                                                   relevant
                                                                                                                                                   Shipbuilding
                                                                                                                                                   Contract
                                                                                                                                                   may
                                                                                                                                                   require,
                                                                                                                                                   completed
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   satisfaction
                                                                                                                                                   of
                                                                                                                                                   such
                                                                                                                                                   classification
                                                                                                                                                   society.
	 	 
	4	In the case of a Pre-delivery Advance which is to be used in financing or re-financing a pre-delivery
instalment payable upon the laying of the first keel block or launching of the Relevant Ship written confirmation from the relevant
Owner and the Approved Manager that they have irrevocably accepted and approved the building works which have been completed on
the Relevant Ship up to the date of the relevant Stage of Construction.



 


PART C


 


The following are the documents referred
to in Clause 9.1(c).


 


	1	A
                                                                                                                                                   duly
                                                                                                                                                   executed
                                                                                                                                                   original
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Mortgage,
                                                                                                                                                   the
                                                                                                                                                   Deed
                                                                                                                                                   of
                                                                                                                                                   Covenant
                                                                                                                                                   (if
                                                                                                                                                   applicable),
                                                                                                                                                   the
                                                                                                                                                   General
                                                                                                                                                   Assignment,
                                                                                                                                                   the
                                                                                                                                                   Account
                                                                                                                                                   Charges
                                                                                                                                                   for
                                                                                                                                                   the
                                                                                                                                                   Earnings
                                                                                                                                                   Accounts
                                                                                                                                                   and
                                                                                                                                                   the
                                                                                                                                                   Approved
                                                                                                                                                   Charterparty
                                                                                                                                                   Assignment
                                                                                                                                                   (and
                                                                                                                                                   of
                                                                                                                                                   each
                                                                                                                                                   document
                                                                                                                                                   to
                                                                                                                                                   be
                                                                                                                                                   delivered
                                                                                                                                                   under
                                                                                                                                                   each
                                                                                                                                                   of
                                                                                                                                                   them)
                                                                                                                                                   in
                                                                                                                                                   respect
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Relevant
                                                                                                                                                   Ship
                                                                                                                                                   and,
                                                                                                                                                   if
                                                                                                                                                   the
                                                                                                                                                   Relevant
                                                                                                                                                   Ship
                                                                                                                                                   is
                                                                                                                                                   the
                                                                                                                                                   first
                                                                                                                                                   Ship
                                                                                                                                                   whose
                                                                                                                                                   delivery
                                                                                                                                                   instalment
                                                                                                                                                   is
                                                                                                                                                   being
                                                                                                                                                   financed
                                                                                                                                                   under
                                                                                                                                                   this
                                                                                                                                                   Agreement,
                                                                                                                                                   additionally,
                                                                                                                                                   the
                                                                                                                                                   Account
                                                                                                                                                   Charge
                                                                                                                                                   in
                                                                                                                                                   respect
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Retention
                                                                                                                                                   Account.



 


	2	Documentary
                                                                                                                                                   evidence
                                                                                                                                                   that:



 


	(a)	on
                                                                                                                                              the
                                                                                                                                              Delivery
                                                                                                                                              Date,
                                                                                                                                              the
                                                                                                                                              Relevant
                                                                                                                                              Ship
                                                                                                                                              has
                                                                                                                                              been
                                                                                                                                              unconditionally
                                                                                                                                              delivered
                                                                                                                                              by
                                                                                                                                              the
                                                                                                                                              Builder
                                                                                                                                              to,
                                                                                                                                              and
                                                                                                                                              accepted
                                                                                                                                              by,
                                                                                                                                              the
                                                                                                                                              relevant
                                                                                                                                              Owner
                                                                                                                                              under
                                                                                                                                              the
                                                                                                                                              relevant
                                                                                                                                              Shipbuilding
                                                                                                                                              Contract,
                                                                                                                                              and
                                                                                                                                              the
                                                                                                                                              full
                                                                                                                                              purchase
                                                                                                                                              price
                                                                                                                                              payable
                                                                                                                                              under
                                                                                                                                              the
                                                                                                                                              relevant
                                                                                                                                              Shipbuilding
                                                                                                                                              Contract
                                                                                                                                              (in
                                                                                                                                              addition
                                                                                                                                              to
                                                                                                                                              the
                                                                                                                                              part
                                                                                                                                              being
                                                                                                                                              financed
                                                                                                                                              or
                                                                                                                                              refinanced
                                                                                                                                              by
                                                                                                                                              the
                                                                                                                                              relevant
                                                                                                                                              Delivery
                                                                                                                                              Advance)
                                                                                                                                              has
                                                                                                                                              been
                                                                                                                                              duly
                                                                                                                                              paid;



 


	(b)	the
                                                                                                                                              Relevant
                                                                                                                                              Ship
                                                                                                                                              shall,
                                                                                                                                              on
                                                                                                                                              or
                                                                                                                                              immediately
                                                                                                                                              after
                                                                                                                                              its
                                                                                                                                              Delivery
                                                                                                                                              Date,
                                                                                                                                              be
                                                                                                                                              registered
                                                                                                                                              permanently
                                                                                                                                              or
                                                                                                                                              (as
                                                                                                                                              the
                                                                                                                                              case
                                                                                                                                              may
                                                                                                                                              be)
                                                                                                                                              provisionally
                                                                                                                                              in
                                                                                                                                              the
                                                                                                                                              name
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              relevant
                                                                                                                                              Owner
                                                                                                                                              under
                                                                                                                                              an
                                                                                                                                              Approved
                                                                                                                                              Flag;



 


	(c)	the
                                                                                                                                              Relevant
                                                                                                                                              Ship
                                                                                                                                              shall
                                                                                                                                              be
                                                                                                                                              in
                                                                                                                                              the
                                                                                                                                              absolute
                                                                                                                                              and
                                                                                                                                              unencumbered
                                                                                                                                              ownership
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              relevant
                                                                                                                                              Owner
                                                                                                                                              save
                                                                                                                                              as
                                                                                                                                              contemplated
                                                                                                                                              by
                                                                                                                                              the
                                                                                                                                              Finance
                                                                                                                                              Documents
                                                                                                                                              on
                                                                                                                                              or
                                                                                                                                              immediately
                                                                                                                                              after
                                                                                                                                              its
                                                                                                                                              Delivery
                                                                                                                                              Date;



 


	(d)	the
                                                                                                                                              Relevant
                                                                                                                                              Ship
                                                                                                                                              maintains
                                                                                                                                              the
                                                                                                                                              classification
                                                                                                                                              society
                                                                                                                                              referred
                                                                                                                                              to
                                                                                                                                              in
                                                                                                                                              Clause
                                                                                                                                              14.3(a)
                                                                                                                                              free
                                                                                                                                              of
                                                                                                                                              all
                                                                                                                                              overdue
                                                                                                                                              recommendations
                                                                                                                                              and
                                                                                                                                              conditions
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              relevant
                                                                                                                                              classification
                                                                                                                                              society
                                                                                                                                              affecting
                                                                                                                                              the
                                                                                                                                              Relevant
                                                                                                                                              Ship’s
                                                                                                                                              class;






    	72



    	



    




	(e)	the
                                                                                                                                              Mortgage
                                                                                                                                              and
                                                                                                                                              (if
                                                                                                                                              applicable)
                                                                                                                                              the
                                                                                                                                              Deed
                                                                                                                                              of
                                                                                                                                              Covenant
                                                                                                                                              in
                                                                                                                                              respect
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Relevant
                                                                                                                                              Ship
                                                                                                                                              has
                                                                                                                                              or
                                                                                                                                              have
                                                                                                                                              been
                                                                                                                                              duly
                                                                                                                                              registered
                                                                                                                                              against
                                                                                                                                              the
                                                                                                                                              Relevant
                                                                                                                                              Ship
                                                                                                                                              as
                                                                                                                                              a
                                                                                                                                              valid
                                                                                                                                              first
                                                                                                                                              preferred
                                                                                                                                              or
                                                                                                                                              priority
                                                                                                                                              ship
                                                                                                                                              mortgage
                                                                                                                                              and
                                                                                                                                              (if
                                                                                                                                              applicable)
                                                                                                                                              collateral
                                                                                                                                              deed
                                                                                                                                              of
                                                                                                                                              covenant
                                                                                                                                              in
                                                                                                                                              accordance
                                                                                                                                              with
                                                                                                                                              the
                                                                                                                                              laws
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              applicable
                                                                                                                                              Approved
                                                                                                                                              Flag
                                                                                                                                              State
                                                                                                                                              immediately
                                                                                                                                              after
                                                                                                                                              the
                                                                                                                                              later
                                                                                                                                              of
                                                                                                                                              (i)
                                                                                                                                              the
                                                                                                                                              Drawdown
                                                                                                                                              Date
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              relevant
                                                                                                                                              Delivery
                                                                                                                                              Advance
                                                                                                                                              and
                                                                                                                                              (ii)
                                                                                                                                              the
                                                                                                                                              Delivery
                                                                                                                                              Date
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Relevant
                                                                                                                                              Ship;
                                                                                                                                              and



 


	(f)	the
                                                                                                                                              Relevant
                                                                                                                                              Ship
                                                                                                                                              is
                                                                                                                                              insured
                                                                                                                                              in
                                                                                                                                              accordance
                                                                                                                                              with
                                                                                                                                              the
                                                                                                                                              provisions
                                                                                                                                              of
                                                                                                                                              this
                                                                                                                                              Agreement
                                                                                                                                              and
                                                                                                                                              all
                                                                                                                                              requirements
                                                                                                                                              therein
                                                                                                                                              in
                                                                                                                                              respect
                                                                                                                                              of
                                                                                                                                              insurances
                                                                                                                                              have
                                                                                                                                              been
                                                                                                                                              complied
                                                                                                                                              with.



 


	3	A
                                                                                                                                                   copy
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Management
                                                                                                                                                   Agreement
                                                                                                                                                   and
                                                                                                                                                   duly
                                                                                                                                                   executed
                                                                                                                                                   original
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Manager’s
                                                                                                                                                   Undertaking
                                                                                                                                                   in
                                                                                                                                                   relation
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Relevant
                                                                                                                                                   Ship.



 


	4	Copies
                                                                                                                                                   of:



 


	(a)	the
                                                                                                                                              document
                                                                                                                                              of
                                                                                                                                              compliance
                                                                                                                                              (DOC)
                                                                                                                                              and
                                                                                                                                              safety
                                                                                                                                              management
                                                                                                                                              certificate
                                                                                                                                              (SMC)
                                                                                                                                              referred
                                                                                                                                              to
                                                                                                                                              in
                                                                                                                                              paragraph
                                                                                                                                              (a)
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              definition
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              ISM
                                                                                                                                              Code
                                                                                                                                              Documentation
                                                                                                                                              or,
                                                                                                                                              if
                                                                                                                                              not
                                                                                                                                              yet
                                                                                                                                              issued,
                                                                                                                                              the
                                                                                                                                              application
                                                                                                                                              in
                                                                                                                                              respect
                                                                                                                                              thereof,
                                                                                                                                              in
                                                                                                                                              respect
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Relevant
                                                                                                                                              Ship
                                                                                                                                              and
                                                                                                                                              the
                                                                                                                                              Approved
                                                                                                                                              Manager
                                                                                                                                              certified
                                                                                                                                              as
                                                                                                                                              true
                                                                                                                                              and
                                                                                                                                              in
                                                                                                                                              effect
                                                                                                                                              by
                                                                                                                                              the
                                                                                                                                              Relevant
                                                                                                                                              Owner;
                                                                                                                                              and



 


	(c)	the
                                                                                                                                              ISPS
                                                                                                                                              Code
                                                                                                                                              Documentation
                                                                                                                                              or,
                                                                                                                                              if
                                                                                                                                              not
                                                                                                                                              yet
                                                                                                                                              issued,
                                                                                                                                              the
                                                                                                                                              application
                                                                                                                                              in
                                                                                                                                              respect
                                                                                                                                              thereof,
                                                                                                                                              in
                                                                                                                                              respect
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Relevant
                                                                                                                                              Ship
                                                                                                                                              and
                                                                                                                                              the
                                                                                                                                              Relevant
                                                                                                                                              Owner
                                                                                                                                              certified
                                                                                                                                              as
                                                                                                                                              true
                                                                                                                                              and
                                                                                                                                              in
                                                                                                                                              effect
                                                                                                                                              by
                                                                                                                                              the
                                                                                                                                              Relevant
                                                                                                                                              Owner.



 


	5	If
                                                                                                                                                   the
                                                                                                                                                   Relevant
                                                                                                                                                   Ship
                                                                                                                                                   is
                                                                                                                                                   the
                                                                                                                                                   first
                                                                                                                                                   Ship
                                                                                                                                                   whose
                                                                                                                                                   delivery
                                                                                                                                                   instalment
                                                                                                                                                   is
                                                                                                                                                   being
                                                                                                                                                   financed
                                                                                                                                                   under
                                                                                                                                                   this
                                                                                                                                                   Agreement,
                                                                                                                                                   evidence
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   Retention
                                                                                                                                                   Account
                                                                                                                                                   has
                                                                                                                                                   been
                                                                                                                                                   duly
                                                                                                                                                   opened
                                                                                                                                                   with
                                                                                                                                                   the
                                                                                                                                                   Agent
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Borrower.



 


	6	Evidence
                                                                                                                                                   satisfactory
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Agent
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   relevant
                                                                                                                                                   Owner
                                                                                                                                                   is
                                                                                                                                                   a
                                                                                                                                                   direct
                                                                                                                                                   or,
                                                                                                                                                   as
                                                                                                                                                   the
                                                                                                                                                   case
                                                                                                                                                   may
                                                                                                                                                   be,
                                                                                                                                                   indirect
                                                                                                                                                   wholly
                                                                                                                                                   owned
                                                                                                                                                   subsidiary
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Borrower,



 


	7	If
                                                                                                                                                   the
                                                                                                                                                   Relevant
                                                                                                                                                   Ship
                                                                                                                                                   is
                                                                                                                                                   not
                                                                                                                                                   subject
                                                                                                                                                   to
                                                                                                                                                   an
                                                                                                                                                   Approved
                                                                                                                                                   Charter,
                                                                                                                                                   two
                                                                                                                                                   valuations
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Relevant
                                                                                                                                                   Ship
                                                                                                                                                   addressed
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Agent,
                                                                                                                                                   stated
                                                                                                                                                   to
                                                                                                                                                   be
                                                                                                                                                   for
                                                                                                                                                   the
                                                                                                                                                   purposes
                                                                                                                                                   of
                                                                                                                                                   this
                                                                                                                                                   Agreement
                                                                                                                                                   and
                                                                                                                                                   prepared
                                                                                                                                                   in
                                                                                                                                                   accordance
                                                                                                                                                   with
                                                                                                                                                   Clause
                                                                                                                                                   15.



 


	8	A
                                                                                                                                                   copy
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Approved
                                                                                                                                                   Charterparty,
                                                                                                                                                   if
                                                                                                                                                   any,
                                                                                                                                                   in
                                                                                                                                                   respect
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Relevant
                                                                                                                                                   Ship.



 


	9	Documentary
                                                                                                                                                   evidence
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   agent
                                                                                                                                                   for
                                                                                                                                                   service
                                                                                                                                                   of
                                                                                                                                                   process
                                                                                                                                                   named
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   Finance
                                                                                                                                                   Documents
                                                                                                                                                   to
                                                                                                                                                   which
                                                                                                                                                   the
                                                                                                                                                   Relevant
                                                                                                                                                   Owner
                                                                                                                                                   is
                                                                                                                                                   a
                                                                                                                                                   party
                                                                                                                                                   has
                                                                                                                                                   accepted
                                                                                                                                                   its
                                                                                                                                                   appointment.



 


	10	A
                                                                                                                                                    favourable
                                                                                                                                                    opinion
                                                                                                                                                    (at
                                                                                                                                                    the
                                                                                                                                                    cost
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    Borrower)
                                                                                                                                                    from
                                                                                                                                                    an
                                                                                                                                                    independent
                                                                                                                                                    insurance
                                                                                                                                                    consultant
                                                                                                                                                    acceptable
                                                                                                                                                    to
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    on
                                                                                                                                                    such
                                                                                                                                                    matters
                                                                                                                                                    relating
                                                                                                                                                    to
                                                                                                                                                    the
                                                                                                                                                    insurances
                                                                                                                                                    for
                                                                                                                                                    the
                                                                                                                                                    Relevant
                                                                                                                                                    Ship
                                                                                                                                                    as
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    may
                                                                                                                                                    require.



 


	11	Favourable
                                                                                                                                                    legal
                                                                                                                                                    opinions
                                                                                                                                                    from
                                                                                                                                                    lawyers
                                                                                                                                                    appointed
                                                                                                                                                    by
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    on
                                                                                                                                                    such
                                                                                                                                                    matters
                                                                                                                                                    concerning
                                                                                                                                                    the
                                                                                                                                                    laws
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    applicable
                                                                                                                                                    Approved
                                                                                                                                                    Flag
                                                                                                                                                    State
                                                                                                                                                    and
                                                                                                                                                    such
                                                                                                                                                    other
                                                                                                                                                    relevant
                                                                                                                                                    jurisdictions
                                                                                                                                                    as
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    may
                                                                                                                                                    require.



 


	12	If
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    so
                                                                                                                                                    requires,
                                                                                                                                                    in
                                                                                                                                                    respect
                                                                                                                                                    of
                                                                                                                                                    any
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    documents
                                                                                                                                                    referred
                                                                                                                                                    to
                                                                                                                                                    above
                                                                                                                                                    not
                                                                                                                                                    in
                                                                                                                                                    the
                                                                                                                                                    English
                                                                                                                                                    language,
                                                                                                                                                    a
                                                                                                                                                    certified
                                                                                                                                                    English
                                                                                                                                                    translation
                                                                                                                                                    prepared
                                                                                                                                                    by
                                                                                                                                                    a
                                                                                                                                                    translator
                                                                                                                                                    approved
                                                                                                                                                    by
                                                                                                                                                    the
                                                                                                                                                    Agent.



 


Every
copy document delivered under this Schedule shall be certified as a true and up to date copy by a director or the secretary
(or equivalent officer) of the Borrower or the relevant Owner.






    	73



    	



    

SCHEDULE
4



TRANSFER CERTIFICATE


 


The Transferor and the Transferee accept
exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and
regulatory requirements applicable to them respectively.


 


	To:	ING
                                                                                                                                              Bank
                                                                                                                                              N.V.,
                                                                                                                                              London
                                                                                                                                              Branch
                                                                                                                                              for
                                                                                                                                              itself
                                                                                                                                              and
                                                                                                                                              for
                                                                                                                                              and
                                                                                                                                              on
                                                                                                                                              behalf
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Borrower,
                                                                                                                                              each
                                                                                                                                              Security
                                                                                                                                              Party,
                                                                                                                                              the
                                                                                                                                              Security
                                                                                                                                              Trustee,
                                                                                                                                              the
                                                                                                                                              Swap
                                                                                                                                              Bank
                                                                                                                                              and
                                                                                                                                              each
                                                                                                                                              Lender,
                                                                                                                                              as
                                                                                                                                              defined
                                                                                                                                              in
                                                                                                                                              the
                                                                                                                                              Loan
                                                                                                                                              Agreement
                                                                                                                                              referred
                                                                                                                                              to
                                                                                                                                              below.



 


[●]


 


	1	This
                                                                                                                                                   Certificate
                                                                                                                                                   relates
                                                                                                                                                   to
                                                                                                                                                   a
                                                                                                                                                   Loan
                                                                                                                                                   Agreement
                                                                                                                                                   dated
                                                                                                                                                   [●]
                                                                                                                                                   2011
                                                                                                                                                   (as
                                                                                                                                                   amended
                                                                                                                                                   and/or
                                                                                                                                                   supplemented
                                                                                                                                                   from
                                                                                                                                                   time
                                                                                                                                                   to
                                                                                                                                                   time,
                                                                                                                                                   the
                                                                                                                                                   “Loan
                                                                                                                                                   Agreement”)
                                                                                                                                                   and
                                                                                                                                                   made
                                                                                                                                                   between
                                                                                                                                                   (1)
                                                                                                                                                   Costamare
                                                                                                                                                   Inc.
                                                                                                                                                   (the
                                                                                                                                                   “Borrower”),
                                                                                                                                                   (2)
                                                                                                                                                   certain
                                                                                                                                                   banks
                                                                                                                                                   and
                                                                                                                                                   financial
                                                                                                                                                   institutions
                                                                                                                                                   as
                                                                                                                                                   lenders
                                                                                                                                                   (together
                                                                                                                                                   in
                                                                                                                                                   such
                                                                                                                                                   capacity,
                                                                                                                                                   the
                                                                                                                                                   “Lenders”),
                                                                                                                                                   (3)
                                                                                                                                                   ING
                                                                                                                                                   Bank
                                                                                                                                                   N.V.
                                                                                                                                                   as
                                                                                                                                                   swap
                                                                                                                                                   bank
                                                                                                                                                   (in
                                                                                                                                                   such
                                                                                                                                                   capacity,
                                                                                                                                                   the
                                                                                                                                                   “Swap
                                                                                                                                                   Bank”)
                                                                                                                                                   and
                                                                                                                                                   (4)
                                                                                                                                                   ING
                                                                                                                                                   Bank
                                                                                                                                                   N.V.,
                                                                                                                                                   London
                                                                                                                                                   Branch
                                                                                                                                                   as
                                                                                                                                                   mandated
                                                                                                                                                   lead
                                                                                                                                                   arranger,
                                                                                                                                                   as
                                                                                                                                                   agent
                                                                                                                                                   (in
                                                                                                                                                   such
                                                                                                                                                   capacity,
                                                                                                                                                   the
                                                                                                                                                   “Agent”)
                                                                                                                                                   and
                                                                                                                                                   as
                                                                                                                                                   security
                                                                                                                                                   trustee
                                                                                                                                                   (in
                                                                                                                                                   such
                                                                                                                                                   capacity,
                                                                                                                                                   the
                                                                                                                                                   “Security
                                                                                                                                                   Trustee”)
                                                                                                                                                   for
                                                                                                                                                   a
                                                                                                                                                   loan
                                                                                                                                                   facility
                                                                                                                                                   of
                                                                                                                                                   up
                                                                                                                                                   to
                                                                                                                                                   $140,000,000.



 


	2	In
                                                                                                                                                   this
                                                                                                                                                   Certificate,
                                                                                                                                                   terms
                                                                                                                                                   defined
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   Loan
                                                                                                                                                   Agreement
                                                                                                                                                   shall,
                                                                                                                                                   unless
                                                                                                                                                   the
                                                                                                                                                   contrary
                                                                                                                                                   intention
                                                                                                                                                   appears,
                                                                                                                                                   have
                                                                                                                                                   the
                                                                                                                                                   same
                                                                                                                                                   meanings
                                                                                                                                                   and:



 


“Relevant Parties”
means the Agent, the Borrower, each Security Party, the Security Trustee, the Swap Bank and each Lender;


 


“Transferor”
means [full name] of [lending office]; and


 


“Transferee”
means [full name] of [lending office].


 


	3	The
                                                                                                                                                   effective
                                                                                                                                                   date
                                                                                                                                                   of
                                                                                                                                                   this
                                                                                                                                                   Certificate
                                                                                                                                                   is
                                                                                                                                                   [●]
                                                                                                                                                   Provided
                                                                                                                                                   that
                                                                                                                                                   this
                                                                                                                                                   Certificate
                                                                                                                                                   shall
                                                                                                                                                   not
                                                                                                                                                   come
                                                                                                                                                   into
                                                                                                                                                   effect
                                                                                                                                                   unless
                                                                                                                                                   it
                                                                                                                                                   is
                                                                                                                                                   signed
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Agent
                                                                                                                                                   on
                                                                                                                                                   or
                                                                                                                                                   before
                                                                                                                                                   that
                                                                                                                                                   date.



 


	4	The
                                                                                                                                                   Transferor
                                                                                                                                                   assigns
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Transferee
                                                                                                                                                   absolutely
                                                                                                                                                   all
                                                                                                                                                   rights
                                                                                                                                                   and
                                                                                                                                                   interests
                                                                                                                                                   (present,
                                                                                                                                                   future
                                                                                                                                                   or
                                                                                                                                                   contingent)
                                                                                                                                                   which
                                                                                                                                                   the
                                                                                                                                                   Transferor
                                                                                                                                                   has
                                                                                                                                                   as
                                                                                                                                                   Lender
                                                                                                                                                   under
                                                                                                                                                   or
                                                                                                                                                   by
                                                                                                                                                   virtue
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Loan
                                                                                                                                                   Agreement
                                                                                                                                                   and
                                                                                                                                                   every
                                                                                                                                                   other
                                                                                                                                                   Finance
                                                                                                                                                   Document
                                                                                                                                                   in
                                                                                                                                                   relation
                                                                                                                                                   to
                                                                                                                                                   [●]
                                                                                                                                                   per
                                                                                                                                                   cent.
                                                                                                                                                   of
                                                                                                                                                   its
                                                                                                                                                   Contribution,
                                                                                                                                                   which
                                                                                                                                                   percentage
                                                                                                                                                   represents
                                                                                                                                                   $[●].



 


	5	By
                                                                                                                                                   virtue
                                                                                                                                                   of
                                                                                                                                                   this
                                                                                                                                                   Certificate
                                                                                                                                                   and
                                                                                                                                                   Clause
                                                                                                                                                   26
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Loan
                                                                                                                                                   Agreement,
                                                                                                                                                   the
                                                                                                                                                   Transferor
                                                                                                                                                   is
                                                                                                                                                   discharged
                                                                                                                                                   [entirely
                                                                                                                                                   from
                                                                                                                                                   its
                                                                                                                                                   Commitment
                                                                                                                                                   which
                                                                                                                                                   amounts
                                                                                                                                                   to
                                                                                                                                                   $[●]]
                                                                                                                                                   [from
                                                                                                                                                   [●]
                                                                                                                                                   per
                                                                                                                                                   cent.
                                                                                                                                                   of
                                                                                                                                                   its
                                                                                                                                                   Commitment,
                                                                                                                                                   which
                                                                                                                                                   percentage
                                                                                                                                                   represents
                                                                                                                                                   $[●]]
                                                                                                                                                   and
                                                                                                                                                   the
                                                                                                                                                   Transferee
                                                                                                                                                   acquires
                                                                                                                                                   a
                                                                                                                                                   Commitment
                                                                                                                                                   of
                                                                                                                                                   $[●].]



 


	6	The
                                                                                                                                                   Transferee
                                                                                                                                                   undertakes
                                                                                                                                                   with
                                                                                                                                                   the
                                                                                                                                                   Transferor
                                                                                                                                                   and
                                                                                                                                                   each
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Relevant
                                                                                                                                                   Parties
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   Transferee
                                                                                                                                                   will
                                                                                                                                                   observe
                                                                                                                                                   and
                                                                                                                                                   perform
                                                                                                                                                   all
                                                                                                                                                   the
                                                                                                                                                   obligations
                                                                                                                                                   under
                                                                                                                                                   the
                                                                                                                                                   Finance
                                                                                                                                                   Documents
                                                                                                                                                   which
                                                                                                                                                   Clause
                                                                                                                                                   26
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Loan
                                                                                                                                                   Agreement
                                                                                                                                                   provides
                                                                                                                                                   will
                                                                                                                                                   become
                                                                                                                                                   binding
                                                                                                                                                   on
                                                                                                                                                   it
                                                                                                                                                   upon
                                                                                                                                                   this
                                                                                                                                                   Certificate
                                                                                                                                                   taking
                                                                                                                                                   effect.



 


	7	The
                                                                                                                                                   Agent,
                                                                                                                                                   at
                                                                                                                                                   the
                                                                                                                                                   request
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Transferee
                                                                                                                                                   (which
                                                                                                                                                   request
                                                                                                                                                   is
                                                                                                                                                   hereby
                                                                                                                                                   made)
                                                                                                                                                   accepts,
                                                                                                                                                   for
                                                                                                                                                   the
                                                                                                                                                   Agent
                                                                                                                                                   itself
                                                                                                                                                   and
                                                                                                                                                   for
                                                                                                                                                   and
                                                                                                                                                   on
                                                                                                                                                   behalf
                                                                                                                                                   of
                                                                                                                                                   every
                                                                                                                                                   other
                                                                                                                                                   Relevant
                                                                                                                                                   Party,
                                                                                                                                                   this
                                                                                                                                                   Certificate
                                                                                                                                                   as
                                                                                                                                                   a
                                                                                                                                                   Transfer
                                                                                                                                                   Certificate
                                                                                                                                                   taking
                                                                                                                                                   effect
                                                                                                                                                   in
                                                                                                                                                   accordance
                                                                                                                                                   with
                                                                                                                                                   Clause
                                                                                                                                                   26
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Loan
                                                                                                                                                   Agreement.






    	74



    	



    




	8	The
                                                                                                                                                   Transferor:



 


	(a)	warrants
                                                                                                                                              to
                                                                                                                                              the
                                                                                                                                              Transferee
                                                                                                                                              and
                                                                                                                                              each
                                                                                                                                              Relevant
                                                                                                                                              Party
                                                                                                                                              that:



 


		(i)	the
                                                                                                                                                 Transferor
                                                                                                                                                 has
                                                                                                                                                 full
                                                                                                                                                 capacity
                                                                                                                                                 to
                                                                                                                                                 enter
                                                                                                                                                 into
                                                                                                                                                 this
                                                                                                                                                 transaction
                                                                                                                                                 and
                                                                                                                                                 has
                                                                                                                                                 taken
                                                                                                                                                 all
                                                                                                                                                 corporate
                                                                                                                                                 action
                                                                                                                                                 and
                                                                                                                                                 obtained
                                                                                                                                                 all
                                                                                                                                                 consents
                                                                                                                                                 which
                                                                                                                                                 are
                                                                                                                                                 in
                                                                                                                                                 connection
                                                                                                                                                 with
                                                                                                                                                 this
                                                                                                                                                 transaction;
                                                                                                                                                 and



 


		(ii)	this
                                                                                                                                                  Certificate
                                                                                                                                                  is
                                                                                                                                                  valid
                                                                                                                                                  and
                                                                                                                                                  binding
                                                                                                                                                  as
                                                                                                                                                  regards
                                                                                                                                                  the
                                                                                                                                                  Transferor;



 


	(b)	warrants
                                                                                                                                              to
                                                                                                                                              the
                                                                                                                                              Transferee
                                                                                                                                              that
                                                                                                                                              the
                                                                                                                                              Transferor
                                                                                                                                              is
                                                                                                                                              absolutely
                                                                                                                                              entitled,
                                                                                                                                              free
                                                                                                                                              of
                                                                                                                                              encumbrances,
                                                                                                                                              to
                                                                                                                                              all
                                                                                                                                              the
                                                                                                                                              rights
                                                                                                                                              and
                                                                                                                                              interests
                                                                                                                                              covered
                                                                                                                                              by
                                                                                                                                              the
                                                                                                                                              assignment
                                                                                                                                              in
                                                                                                                                              paragraph
                                                                                                                                              4
                                                                                                                                              above;
                                                                                                                                              and



 


	(c)	undertakes
                                                                                                                                              with
                                                                                                                                              the
                                                                                                                                              Transferee
                                                                                                                                              that
                                                                                                                                              the
                                                                                                                                              Transferor
                                                                                                                                              will,
                                                                                                                                              at
                                                                                                                                              its
                                                                                                                                              own
                                                                                                                                              expense,
                                                                                                                                              execute
                                                                                                                                              any
                                                                                                                                              documents
                                                                                                                                              which
                                                                                                                                              the
                                                                                                                                              Transferee
                                                                                                                                              reasonably
                                                                                                                                              requests
                                                                                                                                              for
                                                                                                                                              perfecting
                                                                                                                                              in
                                                                                                                                              any
                                                                                                                                              relevant
                                                                                                                                              jurisdiction
                                                                                                                                              the
                                                                                                                                              Transferee’s
                                                                                                                                              title
                                                                                                                                              under
                                                                                                                                              this
                                                                                                                                              Certificate
                                                                                                                                              or
                                                                                                                                              for
                                                                                                                                              a
                                                                                                                                              similar
                                                                                                                                              purpose.



 


	9	The
                                                                                                                                                   Transferee:



 


	(b)	confirms
                                                                                                                                              that
                                                                                                                                              it
                                                                                                                                              has
                                                                                                                                              received
                                                                                                                                              a
                                                                                                                                              copy
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Loan
                                                                                                                                              Agreement
                                                                                                                                              and
                                                                                                                                              each
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              other
                                                                                                                                              Finance
                                                                                                                                              Documents;



 


	(d)	agrees
                                                                                                                                              that
                                                                                                                                              it
                                                                                                                                              will
                                                                                                                                              have
                                                                                                                                              no
                                                                                                                                              rights
                                                                                                                                              of
                                                                                                                                              recourse
                                                                                                                                              on
                                                                                                                                              any
                                                                                                                                              ground
                                                                                                                                              against
                                                                                                                                              either
                                                                                                                                              the
                                                                                                                                              Transferor,
                                                                                                                                              the
                                                                                                                                              Agent,
                                                                                                                                              the
                                                                                                                                              Security
                                                                                                                                              Trustee
                                                                                                                                              or
                                                                                                                                              any
                                                                                                                                              Lender
                                                                                                                                              in
                                                                                                                                              the
                                                                                                                                              event
                                                                                                                                              that:



 


		(i)	any
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 Finance
                                                                                                                                                 Documents
                                                                                                                                                 prove
                                                                                                                                                 to
                                                                                                                                                 be
                                                                                                                                                 invalid
                                                                                                                                                 or
                                                                                                                                                 ineffective;



 


		(ii)	the
                                                                                                                                                  Borrower
                                                                                                                                                  or
                                                                                                                                                  any
                                                                                                                                                  Security
                                                                                                                                                  Party
                                                                                                                                                  fails
                                                                                                                                                  to
                                                                                                                                                  observe
                                                                                                                                                  or
                                                                                                                                                  perform
                                                                                                                                                  its
                                                                                                                                                  obligations,
                                                                                                                                                  or
                                                                                                                                                  to
                                                                                                                                                  discharge
                                                                                                                                                  its
                                                                                                                                                  liabilities,
                                                                                                                                                  under
                                                                                                                                                  any
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  Finance
                                                                                                                                                  Documents;



 


		(iii)	it
                                                                                                                                                   proves
                                                                                                                                                   impossible
                                                                                                                                                   to
                                                                                                                                                   realise
                                                                                                                                                   any
                                                                                                                                                   asset
                                                                                                                                                   covered
                                                                                                                                                   by
                                                                                                                                                   a
                                                                                                                                                   Security
                                                                                                                                                   Interest
                                                                                                                                                   created
                                                                                                                                                   by
                                                                                                                                                   a
                                                                                                                                                   Finance
                                                                                                                                                   Document,
                                                                                                                                                   or
                                                                                                                                                   the
                                                                                                                                                   proceeds
                                                                                                                                                   of
                                                                                                                                                   such
                                                                                                                                                   assets
                                                                                                                                                   are
                                                                                                                                                   insufficient
                                                                                                                                                   to
                                                                                                                                                   discharge
                                                                                                                                                   the
                                                                                                                                                   liabilities
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Borrower
                                                                                                                                                   or
                                                                                                                                                   Security
                                                                                                                                                   Party
                                                                                                                                                   under
                                                                                                                                                   the
                                                                                                                                                   Finance
                                                                                                                                                   Documents;



 


	(e)	agrees
                                                                                                                                              that
                                                                                                                                              it
                                                                                                                                              will
                                                                                                                                              have
                                                                                                                                              no
                                                                                                                                              rights
                                                                                                                                              of
                                                                                                                                              recourse
                                                                                                                                              on
                                                                                                                                              any
                                                                                                                                              ground
                                                                                                                                              against
                                                                                                                                              the
                                                                                                                                              Agent,
                                                                                                                                              the
                                                                                                                                              Security
                                                                                                                                              Trustee
                                                                                                                                              or
                                                                                                                                              any
                                                                                                                                              Lender
                                                                                                                                              in
                                                                                                                                              the
                                                                                                                                              event
                                                                                                                                              that
                                                                                                                                              this
                                                                                                                                              Certificate
                                                                                                                                              proves
                                                                                                                                              to
                                                                                                                                              be
                                                                                                                                              invalid
                                                                                                                                              or
                                                                                                                                              ineffective;



 


	(f)	warrants
                                                                                                                                              to
                                                                                                                                              the
                                                                                                                                              Transferor
                                                                                                                                              and
                                                                                                                                              each
                                                                                                                                              Relevant
                                                                                                                                              Party
                                                                                                                                              that:



 


		(i)	it
                                                                                                                                                 has
                                                                                                                                                 full
                                                                                                                                                 capacity
                                                                                                                                                 to
                                                                                                                                                 enter
                                                                                                                                                 into
                                                                                                                                                 this
                                                                                                                                                 transaction
                                                                                                                                                 and
                                                                                                                                                 has
                                                                                                                                                 taken
                                                                                                                                                 all
                                                                                                                                                 corporate
                                                                                                                                                 action
                                                                                                                                                 and
                                                                                                                                                 obtained
                                                                                                                                                 all
                                                                                                                                                 consents
                                                                                                                                                 which
                                                                                                                                                 it
                                                                                                                                                 needs
                                                                                                                                                 to
                                                                                                                                                 take
                                                                                                                                                 or
                                                                                                                                                 obtain
                                                                                                                                                 in
                                                                                                                                                 connection
                                                                                                                                                 with
                                                                                                                                                 this
                                                                                                                                                 transaction;
                                                                                                                                                 and



 


		(ii)	this
                                                                                                                                                  Certificate
                                                                                                                                                  is
                                                                                                                                                  valid
                                                                                                                                                  and
                                                                                                                                                  binding
                                                                                                                                                  as
                                                                                                                                                  regards
                                                                                                                                                  the
                                                                                                                                                  Transferee;
                                                                                                                                                  and



 


	(g)	confirms
                                                                                                                                              the
                                                                                                                                              accuracy
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              administrative
                                                                                                                                              details
                                                                                                                                              set
                                                                                                                                              out
                                                                                                                                              below
                                                                                                                                              regarding
                                                                                                                                              the
                                                                                                                                              Transferee.



 


	10	The
                                                                                                                                                    Transferor
                                                                                                                                                    and
                                                                                                                                                    the
                                                                                                                                                    Transferee
                                                                                                                                                    each
                                                                                                                                                    undertake
                                                                                                                                                    with
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    and
                                                                                                                                                    the
                                                                                                                                                    Security
                                                                                                                                                    Trustee
                                                                                                                                                    severally,
                                                                                                                                                    on
                                                                                                                                                    demand,
                                                                                                                                                    fully
                                                                                                                                                    to
                                                                                                                                                    indemnify
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    and/or
                                                                                                                                                    the
                                                                                                                                                    Security
                                                                                                                                                    Trustee
                                                                                                                                                    in
                                                                                                                                                    respect
                                                                                                                                                    of
                                                                                                                                                    any
                                                                                                                                                    claim,
                                                                                                                                                    proceeding,
                                                                                                                                                    liability
                                                                                                                                                    or
                                                                                                                                                    expense
                                                                                                                                                    (including
                                                                                                                                                    all
                                                                                                                                                    legal
                                                                                                                                                    expenses)
                                                                                                                                                    which
                                                                                                                                                    they
                                                                                                                                                    or
                                                                                                                                                    either
                                                                                                                                                    of
                                                                                                                                                    them
                                                                                                                                                    may
                                                                                                                                                    incur
                                                                                                                                                    in
                                                                                                                                                    connection
                                                                                                                                                    with
                                                                                                                                                    this
                                                                                                                                                    Certificate
                                                                                                                                                    or
                                                                                                                                                    any
                                                                                                                                                    matter
                                                                                                                                                    arising
                                                                                                                                                    out
                                                                                                                                                    of
                                                                                                                                                    it,
                                                                                                                                                    except
                                                                                                                                                    such
                                                                                                                                                    as
                                                                                                                                                    are
                                                                                                                                                    shown
                                                                                                                                                    to
                                                                                                                                                    have
                                                                                                                                                    been
                                                                                                                                                    mainly
                                                                                                                                                    and
                                                                                                                                                    directly
                                                                                                                                                    caused
                                                                                                                                                    by
                                                                                                                                                    the
                                                                                                                                                    gross
                                                                                                                                                    and
                                                                                                                                                    culpable
                                                                                                                                                    negligence
                                                                                                                                                    or
                                                                                                                                                    dishonesty
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    Agent’s
                                                                                                                                                    or
                                                                                                                                                    the
                                                                                                                                                    Security
                                                                                                                                                    Trustee’s
                                                                                                                                                    own
                                                                                                                                                    officers
                                                                                                                                                    or
                                                                                                                                                    employees.






    	75



    	



    




	11	The
                                                                                                                                                    Transferee
                                                                                                                                                    shall
                                                                                                                                                    repay
                                                                                                                                                    to
                                                                                                                                                    the
                                                                                                                                                    Transferor
                                                                                                                                                    on
                                                                                                                                                    demand
                                                                                                                                                    so
                                                                                                                                                    much
                                                                                                                                                    of
                                                                                                                                                    any
                                                                                                                                                    sum
                                                                                                                                                    paid
                                                                                                                                                    by
                                                                                                                                                    the
                                                                                                                                                    Transferor
                                                                                                                                                    under
                                                                                                                                                    paragraph
                                                                                                                                                    10
                                                                                                                                                    as
                                                                                                                                                    exceeds
                                                                                                                                                    one-half
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    amount
                                                                                                                                                    demanded
                                                                                                                                                    by
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    or
                                                                                                                                                    the
                                                                                                                                                    Security
                                                                                                                                                    Trustee
                                                                                                                                                    in
                                                                                                                                                    respect
                                                                                                                                                    of
                                                                                                                                                    a
                                                                                                                                                    claim,
                                                                                                                                                    proceeding,
                                                                                                                                                    liability
                                                                                                                                                    or
                                                                                                                                                    expense
                                                                                                                                                    which
                                                                                                                                                    was
                                                                                                                                                    not
                                                                                                                                                    reasonably
                                                                                                                                                    foreseeable
                                                                                                                                                    at
                                                                                                                                                    the
                                                                                                                                                    date
                                                                                                                                                    of
                                                                                                                                                    this
                                                                                                                                                    Certificate;
                                                                                                                                                    but
                                                                                                                                                    nothing
                                                                                                                                                    in
                                                                                                                                                    this
                                                                                                                                                    paragraph
                                                                                                                                                    shall
                                                                                                                                                    affect
                                                                                                                                                    the
                                                                                                                                                    liability
                                                                                                                                                    of
                                                                                                                                                    each
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    Transferor
                                                                                                                                                    and
                                                                                                                                                    the
                                                                                                                                                    Transferee
                                                                                                                                                    to
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    or
                                                                                                                                                    the
                                                                                                                                                    Security
                                                                                                                                                    Trustee
                                                                                                                                                    for
                                                                                                                                                    the
                                                                                                                                                    full
                                                                                                                                                    amount
                                                                                                                                                    demanded
                                                                                                                                                    by
                                                                                                                                                    it.



 


	12	This
                                                                                                                                                    Certificate
                                                                                                                                                    shall
                                                                                                                                                    be
                                                                                                                                                    governed
                                                                                                                                                    by,
                                                                                                                                                    and
                                                                                                                                                    construed
                                                                                                                                                    in
                                                                                                                                                    accordance
                                                                                                                                                    with,
                                                                                                                                                    English
                                                                                                                                                    law.



 


[Name of Transferor][Name of Transferee]


 


	By:	By:
	 	 
	Date:	Date:


 


Agent


 


Signed for itself and for and on behalf
of itself

as Agent and for every other Relevant Party




ING BANK N.V., LONDON BRANCH


 


By:


 


Date:






    	76



    	



    

Administrative Details of Transferee


 


Name of Transferee:


 


Lending Office:


 


Contact Person

(Loan Administration Department):


 


Telephone:


 


Fax:


 


Contact Person

(Credit Administration Department):


 


Telephone:


 


Fax:


 


Account for payments:


 


Note:This Transfer Certificate alone
may not be sufficient to transfer a proportionate share of the Transferor’s interest in the security constituted by the
Finance Documents in the Transferor’s or Transferee’s jurisdiction. It is the responsibility of each Lender to ascertain
whether any other documents are required for this purpose.






    	77



    	



    

SCHEDULE
5



DESIGNATION NOTICE


 


	To:	ING Bank N.V., London Branch
	 	60 London Wall
	 	London EC2M 5TQ
	 	England


 


[●]


 


Dear Sirs


 


Loan agreement dated [●] 2011 (as amended
and/or supplemented from time to time, the “Loan Agreement”) made between (inter alia) (i) ourselves as Borrower,
(ii) the Lenders, (iii) yourselves as Mandated Lead Arranger, Agent and Security Trustee and (iv) ING Bank N.V. as Swap Bank in
respect of a loan facility of up to US$140,000,000.


 


We refer to:


 


	1	the
                                                                                                                                            Loan
                                                                                                                                            Agreement;



 


	2	the
                                                                                                                                            Master
                                                                                                                                            Agreement
                                                                                                                                            dated
                                                                                                                                            [●]
                                                                                                                                            2011
                                                                                                                                            (the
                                                                                                                                            “Master
                                                                                                                                            Agreement”)
                                                                                                                                            made
                                                                                                                                            between
                                                                                                                                            ourselves
                                                                                                                                            and
                                                                                                                                            ING
                                                                                                                                            Bank
                                                                                                                                            N.V.;
                                                                                                                                            and



 


	3	a
                                                                                                                                            Confirmation
                                                                                                                                            delivered
                                                                                                                                            pursuant
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            Master
                                                                                                                                            Agreement
                                                                                                                                            and
                                                                                                                                            addressed
                                                                                                                                            by
                                                                                                                                            ING
                                                                                                                                            Bank
                                                                                                                                            N.V.
                                                                                                                                            to
                                                                                                                                            us.



 


In accordance with the terms of the Loan
Agreement, we hereby give you notice of the said Confirmation and hereby confirm that the Transaction evidenced by it will be
designated as a “Designated Transaction” for the purposes of the Loan Agreement and the other Finance Documents.


 


Yours faithfully








	 	 



for and on behalf of




COSTAMARE INC.






    	78



    	



    

SCHEDULE
6



FORM OF COMPLIANCE CERTIFICATE


 


	To:	ING Bank N.V., London Branch
	 	60 London Wall
	 	London EC2M 5TQ
	 	England


 


[●]


 


Dear Sirs,


 


We refer to a loan agreement dated [●]
2011 (as amended and/or supplemented from time to time, the “Loan Agreement”) made between (amongst others)
yourselves and ourselves in relation to a loan facility of up to $140,000,000.


 






Words and expressions defined in the Loan
Agreement shall have the same meaning when used in this compliance certificate.


 


We enclose with this certificate a copy
of the audited consolidated accounts for the Borrower’s Group for the Financial Year ended [●].


 



















The Borrower represents that, to the best of its knowledge,
no Event of Default has occurred which is continuing as at the date of this certificate except for the following matter or event
[set out all material details of matter or event].


 







We now certify that, as at [●]:


 


	(a)	the
                                                                                                                                              ratio
                                                                                                                                              of
                                                                                                                                              EBITDA
                                                                                                                                              to
                                                                                                                                              Net
                                                                                                                                              Interest
                                                                                                                                              Expense
                                                                                                                                              is
                                                                                                                                              [●]:[●];
                                                                                                                                              and



 


	(b)	the
                                                                                                                                              aggregate
                                                                                                                                              of
                                                                                                                                              all
                                                                                                                                              Cash
                                                                                                                                              and
                                                                                                                                              Cash
                                                                                                                                              Equivalents
                                                                                                                                              is
                                                                                                                                              $[●]
                                                                                                                                              which
                                                                                                                                              represents
                                                                                                                                              [●]
                                                                                                                                              per
                                                                                                                                              cent.
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Total
                                                                                                                                              Bank
                                                                                                                                              Debt.







 


This certificate shall be governed by, and construed in accordance with, English law.


	 	 
	For and on behalf of	 
	Costamare Inc.	 
	by [●]	 
	(Chief Financial Officer)	 




    	79



    	



    

SCHEDULE
7



MANDATORY COST FORMULA


 


	1	The
                                                                                                                                            Mandatory
                                                                                                                                            Cost
                                                                                                                                            is
                                                                                                                                            an
                                                                                                                                            addition
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            interest
                                                                                                                                            rate
                                                                                                                                            to
                                                                                                                                            compensate
                                                                                                                                            Lenders
                                                                                                                                            for
                                                                                                                                            the
                                                                                                                                            cost
                                                                                                                                            of
                                                                                                                                            compliance
                                                                                                                                            with
                                                                                                                                            (a)
                                                                                                                                            the
                                                                                                                                            requirements
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Financial
                                                                                                                                            Services
                                                                                                                                            Authority
                                                                                                                                            (or
                                                                                                                                            any
                                                                                                                                            other
                                                                                                                                            authority
                                                                                                                                            which
                                                                                                                                            replaces
                                                                                                                                            all
                                                                                                                                            or
                                                                                                                                            any
                                                                                                                                            of
                                                                                                                                            its
                                                                                                                                            functions)
                                                                                                                                            or
                                                                                                                                            (b)
                                                                                                                                            the
                                                                                                                                            requirements
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            European
                                                                                                                                            Central
                                                                                                                                            Bank.



 


	2	On
                                                                                                                                            the
                                                                                                                                            first
                                                                                                                                            day
                                                                                                                                            of
                                                                                                                                            each
                                                                                                                                            Interest
                                                                                                                                            Period
                                                                                                                                            (or
                                                                                                                                            as
                                                                                                                                            soon
                                                                                                                                            as
                                                                                                                                            possible
                                                                                                                                            thereafter)
                                                                                                                                            the
                                                                                                                                            Agent
                                                                                                                                            shall
                                                                                                                                            calculate,
                                                                                                                                            as
                                                                                                                                            a
                                                                                                                                            percentage
                                                                                                                                            rate,
                                                                                                                                            a
                                                                                                                                            rate
                                                                                                                                            (the
                                                                                                                                            “Additional
                                                                                                                                            Cost
                                                                                                                                            Rate”)
                                                                                                                                            for
                                                                                                                                            each
                                                                                                                                            Lender,
                                                                                                                                            in
                                                                                                                                            accordance
                                                                                                                                            with
                                                                                                                                            the
                                                                                                                                            paragraphs
                                                                                                                                            set
                                                                                                                                            out
                                                                                                                                            below.
                                                                                                                                            The
                                                                                                                                            Mandatory
                                                                                                                                            Cost
                                                                                                                                            will
                                                                                                                                            be
                                                                                                                                            calculated
                                                                                                                                            by
                                                                                                                                            the
                                                                                                                                            Agent
                                                                                                                                            as
                                                                                                                                            a
                                                                                                                                            weighted
                                                                                                                                            average
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Lenders’
                                                                                                                                            Additional
                                                                                                                                            Cost
                                                                                                                                            Rates
                                                                                                                                            (weighted
                                                                                                                                            in
                                                                                                                                            proportion
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            percentage
                                                                                                                                            participation
                                                                                                                                            of
                                                                                                                                            each
                                                                                                                                            Lender
                                                                                                                                            in
                                                                                                                                            the
                                                                                                                                            relevant
                                                                                                                                            Advance)
                                                                                                                                            and
                                                                                                                                            will
                                                                                                                                            be
                                                                                                                                            expressed
                                                                                                                                            as
                                                                                                                                            a
                                                                                                                                            percentage
                                                                                                                                            rate
                                                                                                                                            per
                                                                                                                                            annum.



 


	3	The
                                                                                                                                            Additional
                                                                                                                                            Cost
                                                                                                                                            Rate
                                                                                                                                            for
                                                                                                                                            any
                                                                                                                                            Lender
                                                                                                                                            lending
                                                                                                                                            from
                                                                                                                                            a
                                                                                                                                            lending
                                                                                                                                            office
                                                                                                                                            in
                                                                                                                                            a
                                                                                                                                            Participating
                                                                                                                                            Member
                                                                                                                                            State
                                                                                                                                            will
                                                                                                                                            be
                                                                                                                                            the
                                                                                                                                            percentage
                                                                                                                                            notified
                                                                                                                                            by
                                                                                                                                            that
                                                                                                                                            Lender
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            Agent.
                                                                                                                                            This
                                                                                                                                            percentage
                                                                                                                                            will
                                                                                                                                            be
                                                                                                                                            certified
                                                                                                                                            by
                                                                                                                                            that
                                                                                                                                            Lender
                                                                                                                                            in
                                                                                                                                            its
                                                                                                                                            notice
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            Agent
                                                                                                                                            to
                                                                                                                                            be
                                                                                                                                            its
                                                                                                                                            reasonable
                                                                                                                                            determination
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            cost
                                                                                                                                            (expressed
                                                                                                                                            as
                                                                                                                                            a
                                                                                                                                            percentage
                                                                                                                                            of
                                                                                                                                            that
                                                                                                                                            Lender’s
                                                                                                                                            participation
                                                                                                                                            in
                                                                                                                                            all
                                                                                                                                            Advances
                                                                                                                                            made
                                                                                                                                            from
                                                                                                                                            that
                                                                                                                                            lending
                                                                                                                                            office)
                                                                                                                                            of
                                                                                                                                            complying
                                                                                                                                            with
                                                                                                                                            the
                                                                                                                                            minimum
                                                                                                                                            reserve
                                                                                                                                            requirements
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            European
                                                                                                                                            Central
                                                                                                                                            Bank
                                                                                                                                            in
                                                                                                                                            respect
                                                                                                                                            of
                                                                                                                                            loans
                                                                                                                                            made
                                                                                                                                            from
                                                                                                                                            that
                                                                                                                                            lending
                                                                                                                                            office.



 


	4	The
                                                                                                                                            Additional
                                                                                                                                            Cost
                                                                                                                                            Rate
                                                                                                                                            for
                                                                                                                                            any
                                                                                                                                            Lender
                                                                                                                                            lending
                                                                                                                                            from
                                                                                                                                            a
                                                                                                                                            lending
                                                                                                                                            office
                                                                                                                                            in
                                                                                                                                            the
                                                                                                                                            United
                                                                                                                                            Kingdom
                                                                                                                                            will
                                                                                                                                            be
                                                                                                                                            calculated
                                                                                                                                            by
                                                                                                                                            the
                                                                                                                                            Agent
                                                                                                                                            as
                                                                                                                                            follows:



 





	 	 	per cent. per annum



 





 


where:





 


		E	is
                                                                                                                                               designed
                                                                                                                                               to
                                                                                                                                               compensate
                                                                                                                                               Lenders
                                                                                                                                               for
                                                                                                                                               amounts
                                                                                                                                               payable
                                                                                                                                               under
                                                                                                                                               the
                                                                                                                                               Fees
                                                                                                                                               Rules
                                                                                                                                               and
                                                                                                                                               is
                                                                                                                                               calculated
                                                                                                                                               by
                                                                                                                                               the
                                                                                                                                               Agent
                                                                                                                                               as
                                                                                                                                               being
                                                                                                                                               the
                                                                                                                                               average
                                                                                                                                               of
                                                                                                                                               the
                                                                                                                                               most
                                                                                                                                               recent
                                                                                                                                               rates
                                                                                                                                               of
                                                                                                                                               charge
                                                                                                                                               supplied
                                                                                                                                               by
                                                                                                                                               the
                                                                                                                                               Lenders
                                                                                                                                               to
                                                                                                                                               the
                                                                                                                                               Agent
                                                                                                                                               pursuant
                                                                                                                                               to
                                                                                                                                               paragraph
                                                                                                                                               6
                                                                                                                                               below
                                                                                                                                               and
                                                                                                                                               expressed
                                                                                                                                               in
                                                                                                                                               pounds
                                                                                                                                               per
                                                                                                                                               £1,000,000.



 


	5	For
                                                                                                                                            the
                                                                                                                                            purposes
                                                                                                                                            of
                                                                                                                                            this
                                                                                                                                            Schedule:



 


	(a)	“Eligible
                                                                                                                                              Liabilities”
                                                                                                                                              and
                                                                                                                                              “Special
                                                                                                                                              Deposits”
                                                                                                                                              have
                                                                                                                                              the
                                                                                                                                              meanings
                                                                                                                                              given
                                                                                                                                              to
                                                                                                                                              them
                                                                                                                                              from
                                                                                                                                              time
                                                                                                                                              to
                                                                                                                                              time
                                                                                                                                              under
                                                                                                                                              or
                                                                                                                                              pursuant
                                                                                                                                              to
                                                                                                                                              the
                                                                                                                                              Bank
                                                                                                                                              of
                                                                                                                                              England
                                                                                                                                              Act
                                                                                                                                              1998
                                                                                                                                              or
                                                                                                                                              (as
                                                                                                                                              may
                                                                                                                                              be
                                                                                                                                              appropriate)
                                                                                                                                              by
                                                                                                                                              the
                                                                                                                                              Bank
                                                                                                                                              of
                                                                                                                                              England;



 


	(b)	“Fees
                                                                                                                                              Rules”
                                                                                                                                              means
                                                                                                                                              the
                                                                                                                                              rules
                                                                                                                                              on
                                                                                                                                              periodic
                                                                                                                                              fees
                                                                                                                                              contained
                                                                                                                                              in
                                                                                                                                              the
                                                                                                                                              FSA
                                                                                                                                              Supervision
                                                                                                                                              Manual
                                                                                                                                              or
                                                                                                                                              such
                                                                                                                                              other
                                                                                                                                              law
                                                                                                                                              or
                                                                                                                                              regulation
                                                                                                                                              as
                                                                                                                                              may
                                                                                                                                              be
                                                                                                                                              in
                                                                                                                                              force
                                                                                                                                              from
                                                                                                                                              time
                                                                                                                                              to
                                                                                                                                              time
                                                                                                                                              in
                                                                                                                                              respect
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              payment
                                                                                                                                              of
                                                                                                                                              fees
                                                                                                                                              for
                                                                                                                                              the
                                                                                                                                              acceptance
                                                                                                                                              of
                                                                                                                                              deposits;



 


	(c)	“Fee
                                                                                                                                              Tariffs”
                                                                                                                                              means
                                                                                                                                              the
                                                                                                                                              fee
                                                                                                                                              tariffs
                                                                                                                                              specified
                                                                                                                                              in
                                                                                                                                              the
                                                                                                                                              Fees
                                                                                                                                              Rules
                                                                                                                                              under
                                                                                                                                              the
                                                                                                                                              activity
                                                                                                                                              group
                                                                                                                                              A.1
                                                                                                                                              Deposit
                                                                                                                                              acceptors
                                                                                                                                              (ignoring
                                                                                                                                              any
                                                                                                                                              minimum
                                                                                                                                              fee
                                                                                                                                              or
                                                                                                                                              zero
                                                                                                                                              rated
                                                                                                                                              fee
                                                                                                                                              required
                                                                                                                                              pursuant
                                                                                                                                              to
                                                                                                                                              the
                                                                                                                                              Fees
                                                                                                                                              Rules
                                                                                                                                              but
                                                                                                                                              taking
                                                                                                                                              into
                                                                                                                                              account
                                                                                                                                              any
                                                                                                                                              applicable
                                                                                                                                              discount
                                                                                                                                              rate);



 


		(d)	“Participating
                                                                                                                                              Member
                                                                                                                                              State”
                                                                                                                                              means
                                                                                                                                              any
                                                                                                                                              member
                                                                                                                                              state
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              European
                                                                                                                                              Union
                                                                                                                                              that
                                                                                                                                              adopts
                                                                                                                                              or
                                                                                                                                              has
                                                                                                                                              adopted
                                                                                                                                              the
                                                                                                                                              euro
                                                                                                                                              as
                                                                                                                                              its
                                                                                                                                              lawful
                                                                                                                                              currency
                                                                                                                                              in
                                                                                                                                              accordance
                                                                                                                                              with
                                                                                                                                              legislation
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              European
                                                                                                                                              Union
                                                                                                                                              relating
                                                                                                                                              to
                                                                                                                                              European
                                                                                                                                              Monetary
                                                                                                                                              Union;
                                                                                                                                              and






    	80



    	



    




	(e)	“Tariff
                                                                                                                                              Base”
                                                                                                                                              has
                                                                                                                                              the
                                                                                                                                              meaning
                                                                                                                                              given
                                                                                                                                              to
                                                                                                                                              it
                                                                                                                                              in,
                                                                                                                                              and
                                                                                                                                              will
                                                                                                                                              be
                                                                                                                                              calculated
                                                                                                                                              in
                                                                                                                                              accordance
                                                                                                                                              with,
                                                                                                                                              the
                                                                                                                                              Fees
                                                                                                                                              Rules.



 


	6	If
                                                                                                                                            requested
                                                                                                                                            by
                                                                                                                                            the
                                                                                                                                            Agent,
                                                                                                                                            each
                                                                                                                                            Lender
                                                                                                                                            shall,
                                                                                                                                            as
                                                                                                                                            soon
                                                                                                                                            as
                                                                                                                                            practicable
                                                                                                                                            after
                                                                                                                                            publication
                                                                                                                                            by
                                                                                                                                            the
                                                                                                                                            Financial
                                                                                                                                            Services
                                                                                                                                            Authority,
                                                                                                                                            supply
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            Agent,
                                                                                                                                            the
                                                                                                                                            rate
                                                                                                                                            of
                                                                                                                                            charge
                                                                                                                                            payable
                                                                                                                                            by
                                                                                                                                            that
                                                                                                                                            Lender
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            Financial
                                                                                                                                            Services
                                                                                                                                            Authority
                                                                                                                                            pursuant
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            Fees
                                                                                                                                            Rules
                                                                                                                                            in
                                                                                                                                            respect
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            relevant
                                                                                                                                            financial
                                                                                                                                            year
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Financial
                                                                                                                                            Services
                                                                                                                                            Authority
                                                                                                                                            (calculated
                                                                                                                                            for
                                                                                                                                            this
                                                                                                                                            purpose
                                                                                                                                            by
                                                                                                                                            that
                                                                                                                                            Lender
                                                                                                                                            as
                                                                                                                                            being
                                                                                                                                            the
                                                                                                                                            average
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Fee
                                                                                                                                            Tariffs
                                                                                                                                            applicable
                                                                                                                                            to
                                                                                                                                            that
                                                                                                                                            Lender
                                                                                                                                            for
                                                                                                                                            that
                                                                                                                                            financial
                                                                                                                                            year)
                                                                                                                                            and
                                                                                                                                            expressed
                                                                                                                                            in
                                                                                                                                            pounds
                                                                                                                                            per
                                                                                                                                            £1,000,000
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Tariff
                                                                                                                                            Base
                                                                                                                                            of
                                                                                                                                            that
                                                                                                                                            Lender.



 


	7	Each
                                                                                                                                            Lender
                                                                                                                                            shall
                                                                                                                                            supply
                                                                                                                                            any
                                                                                                                                            information
                                                                                                                                            required
                                                                                                                                            by
                                                                                                                                            the
                                                                                                                                            Agent
                                                                                                                                            for
                                                                                                                                            the
                                                                                                                                            purpose
                                                                                                                                            of
                                                                                                                                            calculating
                                                                                                                                            its
                                                                                                                                            Additional
                                                                                                                                            Cost
                                                                                                                                            Rate.
                                                                                                                                            In
                                                                                                                                            particular,
                                                                                                                                            but
                                                                                                                                            without
                                                                                                                                            limitation,
                                                                                                                                            each
                                                                                                                                            Lender
                                                                                                                                            shall
                                                                                                                                            supply
                                                                                                                                            the
                                                                                                                                            following
                                                                                                                                            information
                                                                                                                                            in
                                                                                                                                            writing
                                                                                                                                            on
                                                                                                                                            or
                                                                                                                                            prior
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            date
                                                                                                                                            on
                                                                                                                                            which
                                                                                                                                            it
                                                                                                                                            becomes
                                                                                                                                            a
                                                                                                                                            Lender:



 


	(a)	the
                                                                                                                                              jurisdiction
                                                                                                                                              of
                                                                                                                                              its
                                                                                                                                              lending
                                                                                                                                              office;
                                                                                                                                              and



 


	(b)	any
                                                                                                                                              other
                                                                                                                                              information
                                                                                                                                              that
                                                                                                                                              the
                                                                                                                                              Agent
                                                                                                                                              may
                                                                                                                                              reasonably
                                                                                                                                              require
                                                                                                                                              for
                                                                                                                                              such
                                                                                                                                              purpose.



 


Each Lender shall promptly notify
the Agent in writing of any change to the information provided by it pursuant to this paragraph.


 


	8	The
                                                                                                                                            rates
                                                                                                                                            of
                                                                                                                                            charge
                                                                                                                                            of
                                                                                                                                            each
                                                                                                                                            Lender
                                                                                                                                            for
                                                                                                                                            the
                                                                                                                                            purpose
                                                                                                                                            of
                                                                                                                                            E
                                                                                                                                            above
                                                                                                                                            shall
                                                                                                                                            be
                                                                                                                                            determined
                                                                                                                                            by
                                                                                                                                            the
                                                                                                                                            Agent
                                                                                                                                            based
                                                                                                                                            upon
                                                                                                                                            the
                                                                                                                                            information
                                                                                                                                            supplied
                                                                                                                                            to
                                                                                                                                            it
                                                                                                                                            pursuant
                                                                                                                                            to
                                                                                                                                            paragraph
                                                                                                                                            6
                                                                                                                                            above
                                                                                                                                            and
                                                                                                                                            on
                                                                                                                                            the
                                                                                                                                            assumption
                                                                                                                                            that,
                                                                                                                                            unless
                                                                                                                                            a
                                                                                                                                            Lender
                                                                                                                                            notifies
                                                                                                                                            the
                                                                                                                                            Agent
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            contrary,
                                                                                                                                            each
                                                                                                                                            Lender’s
                                                                                                                                            obligations
                                                                                                                                            in
                                                                                                                                            relation
                                                                                                                                            to
                                                                                                                                            cash
                                                                                                                                            ratio
                                                                                                                                            deposits
                                                                                                                                            and
                                                                                                                                            special
                                                                                                                                            Deposits
                                                                                                                                            are
                                                                                                                                            the
                                                                                                                                            same
                                                                                                                                            as
                                                                                                                                            those
                                                                                                                                            of
                                                                                                                                            a
                                                                                                                                            typical
                                                                                                                                            bank
                                                                                                                                            from
                                                                                                                                            its
                                                                                                                                            jurisdiction
                                                                                                                                            of
                                                                                                                                            incorporation
                                                                                                                                            with
                                                                                                                                            a
                                                                                                                                            lending
                                                                                                                                            office
                                                                                                                                            in
                                                                                                                                            the
                                                                                                                                            same
                                                                                                                                            jurisdiction
                                                                                                                                            as
                                                                                                                                            its
                                                                                                                                            lending
                                                                                                                                            office.



 


	9	The
                                                                                                                                            Agent
                                                                                                                                            shall
                                                                                                                                            have
                                                                                                                                            no
                                                                                                                                            liability
                                                                                                                                            to
                                                                                                                                            any
                                                                                                                                            person
                                                                                                                                            if
                                                                                                                                            such
                                                                                                                                            determination
                                                                                                                                            results
                                                                                                                                            in
                                                                                                                                            an
                                                                                                                                            Additional
                                                                                                                                            Cost
                                                                                                                                            Rate
                                                                                                                                            which
                                                                                                                                            over
                                                                                                                                            or
                                                                                                                                            under
                                                                                                                                            compensates
                                                                                                                                            any
                                                                                                                                            Lender
                                                                                                                                            and
                                                                                                                                            shall
                                                                                                                                            be
                                                                                                                                            entitled
                                                                                                                                            to
                                                                                                                                            assume
                                                                                                                                            that
                                                                                                                                            the
                                                                                                                                            information
                                                                                                                                            provided
                                                                                                                                            by
                                                                                                                                            any
                                                                                                                                            Lender
                                                                                                                                            pursuant
                                                                                                                                            to
                                                                                                                                            paragraphs
                                                                                                                                            3,
                                                                                                                                            6
                                                                                                                                            and
                                                                                                                                            7
                                                                                                                                            above
                                                                                                                                            is
                                                                                                                                            true
                                                                                                                                            and
                                                                                                                                            correct
                                                                                                                                            in
                                                                                                                                            all
                                                                                                                                            respects.



 


	10	The
                                                                                                                                             Agent
                                                                                                                                             shall
                                                                                                                                             distribute
                                                                                                                                             the
                                                                                                                                             additional
                                                                                                                                             amounts
                                                                                                                                             received
                                                                                                                                             as
                                                                                                                                             a
                                                                                                                                             result
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Mandatory
                                                                                                                                             Cost
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             Lenders
                                                                                                                                             on
                                                                                                                                             the
                                                                                                                                             basis
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Additional
                                                                                                                                             Cost
                                                                                                                                             Rate
                                                                                                                                             for
                                                                                                                                             each
                                                                                                                                             Lender
                                                                                                                                             based
                                                                                                                                             on
                                                                                                                                             the
                                                                                                                                             information
                                                                                                                                             provided
                                                                                                                                             by
                                                                                                                                             each
                                                                                                                                             Lender
                                                                                                                                             pursuant
                                                                                                                                             to
                                                                                                                                             paragraphs
                                                                                                                                             3,
                                                                                                                                             6
                                                                                                                                             and
                                                                                                                                             7
                                                                                                                                             above.



 


	11	Any
                                                                                                                                             determination
                                                                                                                                             by
                                                                                                                                             the
                                                                                                                                             Agent
                                                                                                                                             pursuant
                                                                                                                                             to
                                                                                                                                             this
                                                                                                                                             Schedule
                                                                                                                                             in
                                                                                                                                             relation
                                                                                                                                             to
                                                                                                                                             a
                                                                                                                                             formula,
                                                                                                                                             the
                                                                                                                                             Mandatory
                                                                                                                                             Cost,
                                                                                                                                             an
                                                                                                                                             Additional
                                                                                                                                             Cost
                                                                                                                                             Rate
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             amount
                                                                                                                                             payable
                                                                                                                                             to
                                                                                                                                             a
                                                                                                                                             Lender
                                                                                                                                             shall,
                                                                                                                                             in
                                                                                                                                             the
                                                                                                                                             absence
                                                                                                                                             of
                                                                                                                                             manifest
                                                                                                                                             error,
                                                                                                                                             be
                                                                                                                                             conclusive
                                                                                                                                             and
                                                                                                                                             binding
                                                                                                                                             on
                                                                                                                                             all
                                                                                                                                             parties.



 


	12	The
                                                                                                                                             Agent
                                                                                                                                             may
                                                                                                                                             from
                                                                                                                                             time
                                                                                                                                             to
                                                                                                                                             time,
                                                                                                                                             after
                                                                                                                                             consultation
                                                                                                                                             with
                                                                                                                                             the
                                                                                                                                             Borrower
                                                                                                                                             and
                                                                                                                                             the
                                                                                                                                             Lenders,
                                                                                                                                             determine
                                                                                                                                             and
                                                                                                                                             notify
                                                                                                                                             to
                                                                                                                                             all
                                                                                                                                             parties
                                                                                                                                             any
                                                                                                                                             amendments
                                                                                                                                             which
                                                                                                                                             are
                                                                                                                                             required
                                                                                                                                             to
                                                                                                                                             be
                                                                                                                                             made
                                                                                                                                             to
                                                                                                                                             this
                                                                                                                                             Schedule
                                                                                                                                             in
                                                                                                                                             order
                                                                                                                                             to
                                                                                                                                             comply
                                                                                                                                             with
                                                                                                                                             any
                                                                                                                                             change
                                                                                                                                             in
                                                                                                                                             law,
                                                                                                                                             regulation
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             requirements
                                                                                                                                             from
                                                                                                                                             time
                                                                                                                                             to
                                                                                                                                             time
                                                                                                                                             imposed
                                                                                                                                             by
                                                                                                                                             the
                                                                                                                                             Financial
                                                                                                                                             Services
                                                                                                                                             Authority
                                                                                                                                             or
                                                                                                                                             the
                                                                                                                                             European
                                                                                                                                             Central
                                                                                                                                             Bank
                                                                                                                                             (or,
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             case,
                                                                                                                                             any
                                                                                                                                             other
                                                                                                                                             authority
                                                                                                                                             which
                                                                                                                                             replaces
                                                                                                                                             all
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             its
                                                                                                                                             functions)
                                                                                                                                             and
                                                                                                                                             any
                                                                                                                                             such
                                                                                                                                             determination
                                                                                                                                             shall,
                                                                                                                                             in
                                                                                                                                             the
                                                                                                                                             absence
                                                                                                                                             of
                                                                                                                                             manifest
                                                                                                                                             error,
                                                                                                                                             be
                                                                                                                                             conclusive
                                                                                                                                             and
                                                                                                                                             binding
                                                                                                                                             on
                                                                                                                                             all
                                                                                                                                             parties.







    	81



    	



    

SCHEDULE
8



FORM OF CONFIDENTIALITY AGREEMENT


 


[Letterhead of Agent]


 


To:




	 


 
	  [insert name of Potential Lender]


 


Re:US$140,000,000 facility




	Company: COSTAMARE
    INC. (the “Company”)

    Date: [●] 2011

    Amount: US$140,000,000

    Agent: ING Bank N.V., London Branch 	 


 


Dear Sirs


 


We understand that you are considering
participating in the Facility. In consideration of us agreeing to make available to you certain information, by your signature
of a copy of this letter you agree as follows:


 


	(A)	CONFIDENTIALITY



 


	1	Confidentiality
                                                                                                                                                   Undertaking



 


		You
                                                                                                                                              undertake:



 


	(a)	to
                                                                                                                                                 keep
                                                                                                                                                 all
                                                                                                                                                 Confidential
                                                                                                                                                 Information
                                                                                                                                                 confidential
                                                                                                                                                 and
                                                                                                                                                 not
                                                                                                                                                 to
                                                                                                                                                 disclose
                                                                                                                                                 it
                                                                                                                                                 to
                                                                                                                                                 anyone,
                                                                                                                                                 save
                                                                                                                                                 to
                                                                                                                                                 the
                                                                                                                                                 extent
                                                                                                                                                 permitted
                                                                                                                                                 by
                                                                                                                                                 paragraph
                                                                                                                                                 (A)2
                                                                                                                                                 below
                                                                                                                                                 and
                                                                                                                                                 to
                                                                                                                                                 ensure
                                                                                                                                                 that
                                                                                                                                                 all
                                                                                                                                                 Confidential
                                                                                                                                                 Information
                                                                                                                                                 is
                                                                                                                                                 protected
                                                                                                                                                 with
                                                                                                                                                 security
                                                                                                                                                 measures
                                                                                                                                                 and
                                                                                                                                                 a
                                                                                                                                                 degree
                                                                                                                                                 of
                                                                                                                                                 care
                                                                                                                                                 that
                                                                                                                                                 would
                                                                                                                                                 apply
                                                                                                                                                 to
                                                                                                                                                 your
                                                                                                                                                 own
                                                                                                                                                 confidential
                                                                                                                                                 information;



 


	(b)	to
                                                                                                                                                 keep
                                                                                                                                                 confidential
                                                                                                                                                 and
                                                                                                                                                 not
                                                                                                                                                 disclose
                                                                                                                                                 to
                                                                                                                                                 anyone
                                                                                                                                                 except
                                                                                                                                                 as
                                                                                                                                                 provided
                                                                                                                                                 for
                                                                                                                                                 by
                                                                                                                                                 paragraph
                                                                                                                                                 (A)2
                                                                                                                                                 below
                                                                                                                                                 the
                                                                                                                                                 fact
                                                                                                                                                 that
                                                                                                                                                 the
                                                                                                                                                 Confidential
                                                                                                                                                 Information
                                                                                                                                                 has
                                                                                                                                                 been
                                                                                                                                                 made
                                                                                                                                                 available
                                                                                                                                                 or
                                                                                                                                                 that
                                                                                                                                                 discussions
                                                                                                                                                 or
                                                                                                                                                 negotiations
                                                                                                                                                 are
                                                                                                                                                 taking
                                                                                                                                                 place
                                                                                                                                                 or
                                                                                                                                                 have
                                                                                                                                                 taken
                                                                                                                                                 place
                                                                                                                                                 between
                                                                                                                                                 us
                                                                                                                                                 in
                                                                                                                                                 connection
                                                                                                                                                 with
                                                                                                                                                 the
                                                                                                                                                 Facility;
                                                                                                                                                 and



 


	(c)	to
                                                                                                                                                 use
                                                                                                                                                 the
                                                                                                                                                 Confidential
                                                                                                                                                 Information
                                                                                                                                                 only
                                                                                                                                                 for
                                                                                                                                                 the
                                                                                                                                                 Permitted
                                                                                                                                                 Purpose.



 


	2	Permitted
                                                                                                                                                   Disclosure



 


		We
                                                                                                                                              agree
                                                                                                                                              that
                                                                                                                                              you
                                                                                                                                              may
                                                                                                                                              disclose
                                                                                                                                              such
                                                                                                                                              Confidential
                                                                                                                                              Information
                                                                                                                                              and
                                                                                                                                              such
                                                                                                                                              of
                                                                                                                                              those
                                                                                                                                              matters
                                                                                                                                              referred
                                                                                                                                              to
                                                                                                                                              in
                                                                                                                                              paragraph
                                                                                                                                              (A)1.2
                                                                                                                                              above
                                                                                                                                              as
                                                                                                                                              you
                                                                                                                                              shall
                                                                                                                                              consider
                                                                                                                                              appropriate:



 


	(a)	to
                                                                                                                                              members
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Participant
                                                                                                                                              Group
                                                                                                                                              and
                                                                                                                                              their
                                                                                                                                              officers,
                                                                                                                                              directors,
                                                                                                                                              employees,
                                                                                                                                              professional
                                                                                                                                              advisers
                                                                                                                                              and
                                                                                                                                              auditors
                                                                                                                                              if
                                                                                                                                              any
                                                                                                                                              person
                                                                                                                                              to
                                                                                                                                              whom
                                                                                                                                              the
                                                                                                                                              Confidential
                                                                                                                                              Information
                                                                                                                                              is
                                                                                                                                              to
                                                                                                                                              be
                                                                                                                                              given
                                                                                                                                              pursuant
                                                                                                                                              to
                                                                                                                                              this
                                                                                                                                              paragraph
                                                                                                                                              (A)2(a)
                                                                                                                                              is
                                                                                                                                              informed
                                                                                                                                              in
                                                                                                                                              writing
                                                                                                                                              of
                                                                                                                                              its
                                                                                                                                              confidential
                                                                                                                                              nature
                                                                                                                                              and
                                                                                                                                              that
                                                                                                                                              some
                                                                                                                                              or
                                                                                                                                              all
                                                                                                                                              of
                                                                                                                                              such
                                                                                                                                              Confidential
                                                                                                                                              Information
                                                                                                                                              may
                                                                                                                                              be
                                                                                                                                              price-sensitive
                                                                                                                                              information,
                                                                                                                                              except
                                                                                                                                              that
                                                                                                                                              there
                                                                                                                                              shall
                                                                                                                                              be
                                                                                                                                              no
                                                                                                                                              such
                                                                                                                                              requirement
                                                                                                                                              to
                                                                                                                                              so
                                                                                                                                              inform
                                                                                                                                              if
                                                                                                                                              the
                                                                                                                                              recipient
                                                                                                                                              is
                                                                                                                                              subject
                                                                                                                                              to
                                                                                                                                              professional
                                                                                                                                              obligations
                                                                                                                                              to
                                                                                                                                              maintain
                                                                                                                                              the
                                                                                                                                              confidentiality
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              information
                                                                                                                                              or
                                                                                                                                              is
                                                                                                                                              otherwise
                                                                                                                                              bound
                                                                                                                                              by
                                                                                                                                              requirements
                                                                                                                                              of
                                                                                                                                              confidentiality
                                                                                                                                              in
                                                                                                                                              relation
                                                                                                                                              to
                                                                                                                                              the
                                                                                                                                              Confidential
                                                                                                                                              Information;






    	82



    	



    




	(b)	to
                                                                                                                                              any
                                                                                                                                              person
                                                                                                                                              to
                                                                                                                                              whom
                                                                                                                                              information
                                                                                                                                              is
                                                                                                                                              required
                                                                                                                                              or
                                                                                                                                              requested
                                                                                                                                              to
                                                                                                                                              be
                                                                                                                                              disclosed
                                                                                                                                              by
                                                                                                                                              any
                                                                                                                                              governmental,
                                                                                                                                              banking,
                                                                                                                                              taxation
                                                                                                                                              or
                                                                                                                                              other
                                                                                                                                              regulatory
                                                                                                                                              authority
                                                                                                                                              or
                                                                                                                                              similar
                                                                                                                                              body,
                                                                                                                                              the
                                                                                                                                              rules
                                                                                                                                              of
                                                                                                                                              any
                                                                                                                                              relevant
                                                                                                                                              stock
                                                                                                                                              exchange
                                                                                                                                              or
                                                                                                                                              pursuant
                                                                                                                                              to
                                                                                                                                              any
                                                                                                                                              applicable
                                                                                                                                              law
                                                                                                                                              or
                                                                                                                                              regulation;
                                                                                                                                              and



 


	(c)	with
                                                                                                                                              the
                                                                                                                                              prior
                                                                                                                                              written
                                                                                                                                              consent
                                                                                                                                              of
                                                                                                                                              us
                                                                                                                                              and
                                                                                                                                              the
                                                                                                                                              Company.



 


	3	Notification
                                                                                                                                                   of
                                                                                                                                                   Disclosure



 


You agree (to the extent permitted
by law and regulation) to inform us:


 


	(a)	of
                                                                                                                                              the
                                                                                                                                              circumstances
                                                                                                                                              of
                                                                                                                                              any
                                                                                                                                              disclosure
                                                                                                                                              of
                                                                                                                                              Confidential
                                                                                                                                              Information
                                                                                                                                              made
                                                                                                                                              pursuant
                                                                                                                                              to
                                                                                                                                              paragraph
                                                                                                                                              (A)2(b)
                                                                                                                                              above
                                                                                                                                              except
                                                                                                                                              where
                                                                                                                                              such
                                                                                                                                              disclosure
                                                                                                                                              is
                                                                                                                                              made
                                                                                                                                              to
                                                                                                                                              any
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              persons
                                                                                                                                              referred
                                                                                                                                              to
                                                                                                                                              in
                                                                                                                                              that
                                                                                                                                              paragraph
                                                                                                                                              during
                                                                                                                                              the
                                                                                                                                              ordinary
                                                                                                                                              course
                                                                                                                                              of
                                                                                                                                              its
                                                                                                                                              supervisory
                                                                                                                                              or
                                                                                                                                              regulatory
                                                                                                                                              function;
                                                                                                                                              and



 


	(b)	upon
                                                                                                                                              becoming
                                                                                                                                              aware
                                                                                                                                              that
                                                                                                                                              Confidential
                                                                                                                                              Information
                                                                                                                                              has
                                                                                                                                              been
                                                                                                                                              disclosed
                                                                                                                                              in
                                                                                                                                              breach
                                                                                                                                              of
                                                                                                                                              this
                                                                                                                                              letter.



 


	4	Return
                                                                                                                                                   of
                                                                                                                                                   Copies



 


If you do not participate
in the Facility and we so request in writing, you shall return all Confidential Information supplied to you by us and destroy
or permanently erase (to the extent technically practicable) all copies of Confidential Information made by you and use your reasonable
endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases (to the
extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent that
you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by
any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential
Information has been disclosed under paragraph (A)2(b) above.


 


	5	Continuing
                                                                                                                                                   Obligations



 


The obligations in this letter
are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us. Notwithstanding
the previous sentence, the obligations in Part A of this letter shall cease on the earlier of (a) the date on which you become
a party to the Facility Agreement or (b) twelve months after the date of this letter.


 


	6	No
                                                                                                                                                   Representation;
                                                                                                                                                   Consequences
                                                                                                                                                   of
                                                                                                                                                   Breach,
                                                                                                                                                   etc



 


You acknowledge
and agree that:


 


	(a)	neither
                                                                                                                                              we
                                                                                                                                              nor
                                                                                                                                              any
                                                                                                                                              of
                                                                                                                                              our
                                                                                                                                              officers,
                                                                                                                                              employees
                                                                                                                                              or
                                                                                                                                              advisers
                                                                                                                                              (each
                                                                                                                                              a
                                                                                                                                              “Relevant
                                                                                                                                              Person”)
                                                                                                                                              (i)
                                                                                                                                              make
                                                                                                                                              any
                                                                                                                                              representation
                                                                                                                                              or
                                                                                                                                              warranty,
                                                                                                                                              express
                                                                                                                                              or
                                                                                                                                              implied,
                                                                                                                                              as
                                                                                                                                              to,
                                                                                                                                              or
                                                                                                                                              assume
                                                                                                                                              any
                                                                                                                                              responsibility
                                                                                                                                              for,
                                                                                                                                              the
                                                                                                                                              accuracy,
                                                                                                                                              reliability
                                                                                                                                              or
                                                                                                                                              completeness
                                                                                                                                              of
                                                                                                                                              any
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Confidential
                                                                                                                                              Information
                                                                                                                                              or
                                                                                                                                              any
                                                                                                                                              other
                                                                                                                                              information
                                                                                                                                              supplied
                                                                                                                                              by
                                                                                                                                              us
                                                                                                                                              or
                                                                                                                                              any
                                                                                                                                              member
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Group
                                                                                                                                              or
                                                                                                                                              the
                                                                                                                                              assumptions
                                                                                                                                              on
                                                                                                                                              which
                                                                                                                                              it
                                                                                                                                              is
                                                                                                                                              based
                                                                                                                                              or
                                                                                                                                              (ii)
                                                                                                                                              shall
                                                                                                                                              be
                                                                                                                                              under
                                                                                                                                              any
                                                                                                                                              obligation
                                                                                                                                              to
                                                                                                                                              update
                                                                                                                                              or
                                                                                                                                              correct
                                                                                                                                              any
                                                                                                                                              inaccuracy
                                                                                                                                              in
                                                                                                                                              the
                                                                                                                                              Confidential
                                                                                                                                              Information
                                                                                                                                              or
                                                                                                                                              any
                                                                                                                                              other
                                                                                                                                              information
                                                                                                                                              supplied
                                                                                                                                              by
                                                                                                                                              us
                                                                                                                                              or
                                                                                                                                              any
                                                                                                                                              member
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Group
                                                                                                                                              or
                                                                                                                                              be
                                                                                                                                              otherwise
                                                                                                                                              liable
                                                                                                                                              to
                                                                                                                                              you
                                                                                                                                              or
                                                                                                                                              any
                                                                                                                                              other
                                                                                                                                              person
                                                                                                                                              in
                                                                                                                                              respect
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Confidential
                                                                                                                                              Information
                                                                                                                                              or
                                                                                                                                              any
                                                                                                                                              such
                                                                                                                                              information;
                                                                                                                                              and



 


	(b)	we
                                                                                                                                              or
                                                                                                                                              members
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Group
                                                                                                                                              may
                                                                                                                                              be
                                                                                                                                              irreparably
                                                                                                                                              harmed
                                                                                                                                              by
                                                                                                                                              the
                                                                                                                                              breach
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              terms
                                                                                                                                              of
                                                                                                                                              this
                                                                                                                                              letter
                                                                                                                                              and
                                                                                                                                              damages
                                                                                                                                              may
                                                                                                                                              not
                                                                                                                                              be
                                                                                                                                              an
                                                                                                                                              adequate
                                                                                                                                              remedy;
                                                                                                                                              each
                                                                                                                                              Relevant
                                                                                                                                              Person
                                                                                                                                              or
                                                                                                                                              member
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Group
                                                                                                                                              may
                                                                                                                                              be
                                                                                                                                              granted
                                                                                                                                              an
                                                                                                                                              injunction
                                                                                                                                              or
                                                                                                                                              specific
                                                                                                                                              performance
                                                                                                                                              for
                                                                                                                                              any
                                                                                                                                              threatened
                                                                                                                                              or
                                                                                                                                              actual
                                                                                                                                              breach
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              provisions
                                                                                                                                              of
                                                                                                                                              this
                                                                                                                                              letter
                                                                                                                                              by
                                                                                                                                              you.



 


	7	Entire
                                                                                                                                                   Agreement;
                                                                                                                                                   No
                                                                                                                                                   Waiver;
                                                                                                                                                   Amendments,
                                                                                                                                                   etc






    	83



    	



    




	(a)	This
                                                                                                                                              letter
                                                                                                                                              constitutes
                                                                                                                                              the
                                                                                                                                              entire
                                                                                                                                              agreement
                                                                                                                                              between
                                                                                                                                              us
                                                                                                                                              in
                                                                                                                                              relation
                                                                                                                                              to
                                                                                                                                              your
                                                                                                                                              obligations
                                                                                                                                              regarding
                                                                                                                                              Confidential
                                                                                                                                              Information
                                                                                                                                              and
                                                                                                                                              supersedes
                                                                                                                                              any
                                                                                                                                              previous
                                                                                                                                              agreement,
                                                                                                                                              whether
                                                                                                                                              express
                                                                                                                                              or
                                                                                                                                              implied,
                                                                                                                                              regarding
                                                                                                                                              Confidential
                                                                                                                                              Information.



 


	(b)	No
                                                                                                                                              failure
                                                                                                                                              or
                                                                                                                                              delay
                                                                                                                                              in
                                                                                                                                              exercising
                                                                                                                                              any
                                                                                                                                              right
                                                                                                                                              or
                                                                                                                                              remedy
                                                                                                                                              under
                                                                                                                                              this
                                                                                                                                              letter
                                                                                                                                              will
                                                                                                                                              operate
                                                                                                                                              as
                                                                                                                                              a
                                                                                                                                              waiver
                                                                                                                                              thereof
                                                                                                                                              nor
                                                                                                                                              will
                                                                                                                                              any
                                                                                                                                              single
                                                                                                                                              or
                                                                                                                                              partial
                                                                                                                                              exercise
                                                                                                                                              of
                                                                                                                                              any
                                                                                                                                              right
                                                                                                                                              or
                                                                                                                                              remedy
                                                                                                                                              preclude
                                                                                                                                              any
                                                                                                                                              further
                                                                                                                                              exercise
                                                                                                                                              thereof
                                                                                                                                              or
                                                                                                                                              the
                                                                                                                                              exercise
                                                                                                                                              of
                                                                                                                                              any
                                                                                                                                              other
                                                                                                                                              right
                                                                                                                                              or
                                                                                                                                              remedy
                                                                                                                                              under
                                                                                                                                              this
                                                                                                                                              letter.



 


	(c)	The
                                                                                                                                              terms
                                                                                                                                              of
                                                                                                                                              this
                                                                                                                                              letter
                                                                                                                                              and
                                                                                                                                              your
                                                                                                                                              obligations
                                                                                                                                              under
                                                                                                                                              this
                                                                                                                                              letter
                                                                                                                                              may
                                                                                                                                              only
                                                                                                                                              be
                                                                                                                                              amended
                                                                                                                                              or
                                                                                                                                              modified
                                                                                                                                              by
                                                                                                                                              written
                                                                                                                                              agreement
                                                                                                                                              between
                                                                                                                                              us.



 


	8	Inside
                                                                                                                                                   Information



 


You acknowledge that some
or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated
or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and you undertake
not to use any Confidential Information for any unlawful purpose.


 


	9	Nature
                                                                                                                                                   of
                                                                                                                                                   Undertakings



 


The undertakings given by
you under Part A of this letter are given to us and (without implying any fiduciary obligations on our part) are also given for
the benefit of the Company and each other member of the Group.


 


	(B)	MISCELLANEOUS



 


	1	Third
                                                                                                                                                   Party
                                                                                                                                                   Rights
                                                                                                                                                   



 


	(a)	Subject
                                                                                                                                              to
                                                                                                                                              this
                                                                                                                                              paragraph
                                                                                                                                              (B)1
                                                                                                                                              and
                                                                                                                                              to
                                                                                                                                              paragraphs
                                                                                                                                              (A)6
                                                                                                                                              and
                                                                                                                                              (A)9,
                                                                                                                                              a
                                                                                                                                              person
                                                                                                                                              who
                                                                                                                                              is
                                                                                                                                              not
                                                                                                                                              a
                                                                                                                                              party
                                                                                                                                              to
                                                                                                                                              this
                                                                                                                                              letter
                                                                                                                                              has
                                                                                                                                              no
                                                                                                                                              right
                                                                                                                                              under
                                                                                                                                              the
                                                                                                                                              Contracts
                                                                                                                                              (Rights
                                                                                                                                              of
                                                                                                                                              Third
                                                                                                                                              Parties)
                                                                                                                                              Act
                                                                                                                                              1999
                                                                                                                                              (the
                                                                                                                                              “Third
                                                                                                                                              Parties
                                                                                                                                              Act”)
                                                                                                                                              to
                                                                                                                                              enforce
                                                                                                                                              or
                                                                                                                                              to
                                                                                                                                              enjoy
                                                                                                                                              the
                                                                                                                                              benefit
                                                                                                                                              of
                                                                                                                                              any
                                                                                                                                              term
                                                                                                                                              of
                                                                                                                                              this
                                                                                                                                              letter.



 


	(b)	The
                                                                                                                                              Relevant
                                                                                                                                              Persons
                                                                                                                                              and
                                                                                                                                              each
                                                                                                                                              member
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Group
                                                                                                                                              may
                                                                                                                                              enjoy
                                                                                                                                              the
                                                                                                                                              benefit
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              terms
                                                                                                                                              of
                                                                                                                                              paragraphs
                                                                                                                                              (A)6
                                                                                                                                              and
                                                                                                                                              (A)9
                                                                                                                                              subject
                                                                                                                                              to
                                                                                                                                              and
                                                                                                                                              in
                                                                                                                                              accordance
                                                                                                                                              with
                                                                                                                                              this
                                                                                                                                              paragraph
                                                                                                                                              (B)1
                                                                                                                                              and
                                                                                                                                              the
                                                                                                                                              provisions
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Third
                                                                                                                                              Parties
                                                                                                                                              Act.



 


	(c)	Notwithstanding
                                                                                                                                              any
                                                                                                                                              provisions
                                                                                                                                              of
                                                                                                                                              this
                                                                                                                                              letter,
                                                                                                                                              the
                                                                                                                                              parties
                                                                                                                                              to
                                                                                                                                              this
                                                                                                                                              letter
                                                                                                                                              do
                                                                                                                                              not
                                                                                                                                              require
                                                                                                                                              the
                                                                                                                                              consent
                                                                                                                                              of
                                                                                                                                              any
                                                                                                                                              Relevant
                                                                                                                                              Person
                                                                                                                                              or
                                                                                                                                              any
                                                                                                                                              member
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Group
                                                                                                                                              to
                                                                                                                                              rescind
                                                                                                                                              or
                                                                                                                                              vary
                                                                                                                                              this
                                                                                                                                              letter
                                                                                                                                              at
                                                                                                                                              any
                                                                                                                                              time.



 


	2	Governing
                                                                                                                                                   Law
                                                                                                                                                   and
                                                                                                                                                   Jurisdiction
                                                                                                                                                   



 


	(a)	This
                                                                                                                                              letter
                                                                                                                                              and
                                                                                                                                              the
                                                                                                                                              agreement
                                                                                                                                              constituted
                                                                                                                                              by
                                                                                                                                              your
                                                                                                                                              acknowledgement
                                                                                                                                              of
                                                                                                                                              its
                                                                                                                                              terms
                                                                                                                                              (the
                                                                                                                                              “Letter”)
                                                                                                                                              and
                                                                                                                                              any
                                                                                                                                              non-contractual
                                                                                                                                              obligations
                                                                                                                                              arising
                                                                                                                                              out
                                                                                                                                              of
                                                                                                                                              or
                                                                                                                                              in
                                                                                                                                              connection
                                                                                                                                              with
                                                                                                                                              it
                                                                                                                                              (including
                                                                                                                                              any
                                                                                                                                              non-contractual
                                                                                                                                              obligations
                                                                                                                                              arising
                                                                                                                                              out
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              negotiation
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              transaction
                                                                                                                                              contemplated
                                                                                                                                              by
                                                                                                                                              this
                                                                                                                                              Letter)
                                                                                                                                              are
                                                                                                                                              governed
                                                                                                                                              by
                                                                                                                                              English
                                                                                                                                              law.



 


	(b)	The
                                                                                                                                              courts
                                                                                                                                              of
                                                                                                                                              England
                                                                                                                                              have
                                                                                                                                              non-exclusive
                                                                                                                                              jurisdiction
                                                                                                                                              to
                                                                                                                                              settle
                                                                                                                                              any
                                                                                                                                              dispute
                                                                                                                                              arising
                                                                                                                                              out
                                                                                                                                              of
                                                                                                                                              or
                                                                                                                                              in
                                                                                                                                              connection
                                                                                                                                              with
                                                                                                                                              this
                                                                                                                                              Letter
                                                                                                                                              (including
                                                                                                                                              a
                                                                                                                                              dispute
                                                                                                                                              relating
                                                                                                                                              to
                                                                                                                                              any
                                                                                                                                              non-contractual
                                                                                                                                              obligation
                                                                                                                                              arising
                                                                                                                                              out
                                                                                                                                              of
                                                                                                                                              or
                                                                                                                                              in
                                                                                                                                              connection
                                                                                                                                              with
                                                                                                                                              either
                                                                                                                                              this
                                                                                                                                              Letter
                                                                                                                                              or
                                                                                                                                              the
                                                                                                                                              negotiation
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              transaction
                                                                                                                                              contemplated
                                                                                                                                              by
                                                                                                                                              this
                                                                                                                                              Letter).



 


		3	Definitions
                                                                                                                                                   



 


In this letter (including
the acknowledgement set out below):





    	84



    	



    




“Confidential Information”
means all information relating to the Company, any Obligor, the Group, the Facility which is provided to you in relation to the
Finance Documents or Facility by us or any of our affiliates or advisers, in whatever form, and includes information given orally
and any document, electronic file or any other way of representing or recording information which contains or is derived or copied
from such information but excludes information that:


 


		(i)	is
                                                                                                                                                 or
                                                                                                                                                 becomes
                                                                                                                                                 public
                                                                                                                                                 information
                                                                                                                                                 other
                                                                                                                                                 than
                                                                                                                                                 as
                                                                                                                                                 a
                                                                                                                                                 direct
                                                                                                                                                 or
                                                                                                                                                 indirect
                                                                                                                                                 result
                                                                                                                                                 of
                                                                                                                                                 any
                                                                                                                                                 breach
                                                                                                                                                 by
                                                                                                                                                 you
                                                                                                                                                 of
                                                                                                                                                 this
                                                                                                                                                 letter;
                                                                                                                                                 or



 


		(ii)	is
                                                                                                                                                  identified
                                                                                                                                                  in
                                                                                                                                                  writing
                                                                                                                                                  at
                                                                                                                                                  the
                                                                                                                                                  time
                                                                                                                                                  of
                                                                                                                                                  delivery
                                                                                                                                                  as
                                                                                                                                                  non-confidential
                                                                                                                                                  by
                                                                                                                                                  us
                                                                                                                                                  or
                                                                                                                                                  our
                                                                                                                                                  advisers;
                                                                                                                                                  or



 


		(iii)	is
                                                                                                                                                   known
                                                                                                                                                   by
                                                                                                                                                   you
                                                                                                                                                   before
                                                                                                                                                   the
                                                                                                                                                   date
                                                                                                                                                   the
                                                                                                                                                   information
                                                                                                                                                   is
                                                                                                                                                   disclosed
                                                                                                                                                   to
                                                                                                                                                   you
                                                                                                                                                   by
                                                                                                                                                   us
                                                                                                                                                   or
                                                                                                                                                   any
                                                                                                                                                   of
                                                                                                                                                   our
                                                                                                                                                   affiliates
                                                                                                                                                   or
                                                                                                                                                   advisers
                                                                                                                                                   or
                                                                                                                                                   is
                                                                                                                                                   lawfully
                                                                                                                                                   obtained
                                                                                                                                                   by
                                                                                                                                                   you
                                                                                                                                                   after
                                                                                                                                                   that
                                                                                                                                                   date,
                                                                                                                                                   from
                                                                                                                                                   a
                                                                                                                                                   source
                                                                                                                                                   which
                                                                                                                                                   is,
                                                                                                                                                   as
                                                                                                                                                   far
                                                                                                                                                   as
                                                                                                                                                   you
                                                                                                                                                   are
                                                                                                                                                   aware,
                                                                                                                                                   unconnected
                                                                                                                                                   with
                                                                                                                                                   the
                                                                                                                                                   Group
                                                                                                                                                   and
                                                                                                                                                   which,
                                                                                                                                                   in
                                                                                                                                                   either
                                                                                                                                                   case,
                                                                                                                                                   as
                                                                                                                                                   far
                                                                                                                                                   as
                                                                                                                                                   you
                                                                                                                                                   are
                                                                                                                                                   aware,
                                                                                                                                                   has
                                                                                                                                                   not
                                                                                                                                                   been
                                                                                                                                                   obtained
                                                                                                                                                   in
                                                                                                                                                   breach
                                                                                                                                                   of,
                                                                                                                                                   and
                                                                                                                                                   is
                                                                                                                                                   not
                                                                                                                                                   otherwise
                                                                                                                                                   subject
                                                                                                                                                   to,
                                                                                                                                                   any
                                                                                                                                                   obligation
                                                                                                                                                   of
                                                                                                                                                   confidentiality.



 


“Facility Agreement”
means the facility agreement entered into or to be entered into in relation to the Facility.


 


“Facility Interest”
means a legal, beneficial or economic interest acquired or to be acquired expressly and specifically in or in relation to the
Facility, whether as initial lender or by way of assignment, transfer, novation, sub-participation (whether disclosed, undisclosed,
risk or funded) or any other similar method.


 


“Finance Documents”
means the documents defined in the Facility Agreement as Finance Documents.


 


“Group” has
the meaning give to the term “Borrower’s Group” in the Facility Agreement.


 


“Obligor” means
the Company and any Security Party (as that term is defined in the Facility Agreement).


 


“Participant Group”
means you, each of your holding companies and subsidiaries and each subsidiary of each of your holding companies (as each such
term is defined in the Companies Act 2006).


 


“Permitted Purpose”
means considering and evaluating whether to enter into the Facility.


 


“Syndication”
means the primary syndication of the Facility.


 


Please acknowledge your agreement to the
above by signing and returning the enclosed copy.


 


Yours faithfully









	 	 	 



 


For and on behalf of




ING Bank N.V., London Branch 




(in its capacity as Agent)






    	85



    	



    

	To:	ING Bank N.V., London Branch 
	 	The Company


 


We acknowledge and agree to the above:


 







	 	 



 


For and on behalf of




[Potential Lender]


 


Date: [●]






    	86



    	



    

EXECUTION
PAGE


 


BORROWER


 


	SIGNED
    by	)
	for
    and on behalf of	)
	COSTAMARE
    INC.	)
	 	 
	LENDERS	 
	 	 
	SIGNED
    by	)
	for
    and on behalf of	)
	ING
    BANK N.V., LONDON BRANCH	)
	 	 
	SWAP
    BANK	 
	 	 
	SIGNED
    by	)
	for
    and on behalf of	)
	ING
    BANK N.V.	)
	 	 
	MANDATED
    LEAD ARRANGER	 
	 	 
	SIGNED
    by	)
	for
    and on behalf of	)
	ING
    BANK N.V., LONDON BRANCH	)
	 	 
	AGENT
    AND SECURITY TRUSTEE	 
	 	 
	SIGNED
    by	)
	for
    and on behalf of	)
	ING
    BANK N.V., LONDON BRANCH	)
	 	 
	Witness
    to the above	)
	signatures:	)


 


Name:


 


Address:



    	87