Exhibit 4.15


 




Private & confidential


Dated: 17th December,
2012


The
Lenders and financial institutions set out in schedule 1




- and -


 


Commerzbank Aktiengesellschaft


 


(as legal successor of Deutsche Schiffsbank Aktiengesellschaft)


 


as joint Arranger, Agent, Swap Bank and Security Agent


 


- and -


 


UniCredit Bank AG


 


(formerly Bayerische Hypo-Und Vereinsbank Aktiengesellschaft)


 


as joint Arranger, Swap Bank and Account Bank


 


- and -


 


HSH Nordbank AG


 


as Swap Bank


 


- and -


 


COSTAMARE INC.


 


as Borrower


 


- and -


 


The Corporate Guarantors set out in schedule 2


 


as existing Corporate Guarantors


 


- and -


 


Bullow Investments Inc. and


 


Marathos Shipping Inc.


 


as New Corporate Guarantors


 



 



 



FOURTH SUPPLEMENTAL AGREEMENT



in relation to a Facility Agreement dated 22nd July, 2008

for an amount of up to US$1,000,000,000


 





 










Theo V. Sioufas & Co.


Law Offices


Piraeus










    	 



    	



    


TABLE OF CONTENTS


 


	CLAUSE	 	HEADINGS	 	PAGE
	 	 	 	 	 
	1.	 	Definitions	 	2
	2.	 	Representations and warranties	 	5
	3.	 	Agreement of the Lenders	 	6
	4.	 	Conditions	 	7
	5.	 	Variations to the Principal Agreement	 	9
	6.	 	Entire agreement and amendment	 	10
	7.	 	Continuance of Principal Agreement and the Security Documents	 	11
	8.	 	Continuance and reconfirmation of the Guarantees	 	11
	9.	 	Fees and expenses	 	11
	10.	 	Miscellaneous	 	11
	11.	 	Applicable law and jurisdiction	 	11





    	 



    	



    

THIS
AGREEMENT is made this 17th day of December, 2012


B E
T W E E N


		(1)	The
                                                          Lenders and financial institutions set out in schedule 1,
                                                          as Lenders;



		(2)	Commerzbank
                                                          Aktiengesellschaft (“CBA”) as
                                                          legal successor by way of merger of Deutsche
                                                          Schiffsbank Aktiengesellschaft (“DSB”),
                                                          as joint Arranger, Agent, Swap Bank and Security Agent;



		(3)	UniCredit
                                                          Bank AG (formerly Bayerische
                                                          Hypo-Und Vereinsbank Aktiengesellschaft), as joint Arranger,
                                                          Swap Bank and Account Bank;






		(4)	HSH
                                                                              Nordbank AG (“HSH”),
                                                                              as Swap Bank;



 


		(5)	Costamare
                                                                              Inc., as Borrower;



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



 


		(7)	Bullow
                                                                                     Investments Inc., a company
                                                                                     organised and existing under the laws of
                                                                                     the Republic of Liberia (hereinafter called
                                                                                     the “Bullow Owner”,
                                                                                     which expressions shall include its successors
                                                                                     in title; and



 


		(8)	Marathos
                                                                                     Shipping Inc., a company
                                                                                     organised and existing under the laws of
                                                                                     the Republic of Liberia (hereinafter called
                                                                                     the “Marathos Owner”,
                                                                                     which expressions shall include its successors
                                                                                     in title, and together with the Bullow Owner
                                                                                     hereinafter called the “New Corporate
                                                                                     Guarantors” and singly a “New
                                                                                     Corporate Guarantor” and together
                                                                                     with the Existing Corporate Guarantors hereinafter
                                                                                     called the “Corporate Guarantors”
                                                                                     and singly a “Corporate Guarantor”)



 


AND
IS SUPPLEMENTAL to a term loan and revolving credit facility agreement dated 22nd July, 2008 (hereinafter called the
“Principal Agreement”) made by and among (1) Costamare
Inc., of the Marshall Islands (therein and hereinafter referred to as the “Borrower”)
as borrower, (2) DSB (whose legal successor by way of merger is CBA), as joint Arranger, Agent, Swap Bank and Security
Agent, (3) UniCredit Bank AG
(then named Bayerische Hypo-Und Vereinsbank Aktiengesellschaft)
(“UCB”), as joint Arranger, Swap Bank and Account Bank, (4) HSH, as Swap Bank and (5) The
Lenders and Financial Institutions set out in schedule 1 to the Principal Agreement, as Lenders (therein and
hereinafter together called the “Lenders”), as amended and/or supplemented by (i) a first supplemental
agreement dated 23rd April, 2010 made between the Lenders, as Lenders, DSB, as joint Arranger, Agent, Swap Bank and
Security Agent, UCB, as joint Arranger, Swap Bank and Account Bank, HSH, as Swap Bank, the Borrower, as borrower and the Corporate
Guarantors, as corporate guarantors, (ii) a second supplemental agreement dated 22nd June, 2010 made between the Lenders,
as Lenders, DSB, as joint Arranger, Agent, Swap Arranger, Agent, Swap Bank and Security Agent, UCB, as joint Arranger, Swap Bank
and Account Bank, HSH, as Swap Bank, the Borrower, as borrower and the Corporate Guarantors, as corporate guarantors, and (iii)
a third supplemental agreement dated 6th September, 2011 made between the Lenders, as Lenders, DSB, as joint Arranger,
Agent, Swap Bank and Security Agent, UCB, as joint Arranger, Swap Bank and Account Bank, HSH, as Swap Bank, the Borrower, as borrower
and the Corporate Guarantors, as corporate guarantors, on the terms and conditions of which the Lenders agreed to make available
to the Borrower, as





    	1



    	



    
borrower
(i) a term loan facility in the amount of up to Seven hundred million United States Dollars (US$700,000,000) and (ii) a revolving
credit facility in the maximum amount of up to Three hundred million United States Dollars (US$300,000,000) and in the aggregate
not exceeding One billion United States Dollars (US$1,000,000,000), for the purposes therein specified.


W
H E R E A S :


		(A)	Pursuant
                                                          to Drawdown Notices from the Borrower to the Agent, the Lenders have
                                                          advanced to the Borrower the aggregate amount of United States Dollars
                                                          One billion (US$1,000,000,000) (as the Borrower and the Corporate Guarantors
                                                          hereby jointly and severally acknowledge), out of which the principal
                                                          amount outstanding as at the date hereof is United States Dollars Seven
                                                          hundred eighty nine million six hundred thirty six thousand nine hundred
                                                          fifty nine and ninety seven cents (US$789,636,959.97) (as the Borrower
                                                          and the Corporate Guarantors hereby jointly and severally acknowledge);
                                                          and



		(B)	The Borrower
                                                          and the Corporate Guarantors have together requested the Lenders to
                                                          consent to:



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



		(b)	the
                                                                               discharge of:




 


		(i)	the first
                                                             preferred ship mortgage (the “Washington Mortgage”)

                                                             registered in favour of the Lenders over the m/v “MSC WASHINGTON”
                                                             registered under the Liberian flag in the ownership of Honaker
                                                             ; and



 


		(ii)	the first
                                                              preferred Greek ship mortgage (the “Kyoto Mortgage”)

                                                              registered in favour of the Lenders over the m/v “MSC KYOTO”
                                                              registered under the Greek flag in the ownership of Marvista;
                                                              and



		(c)	the replacement of m/vs “MSC
                                                             WASHINGTON” and “MSC KYOTO” by:



		(i)	the m/v “MSC MANDRAKI”,
                                                             registered under the Greek flag in the ownership of the Marathos
                                                             Owner, having Registration Number 11346 and IMO No. 8613310 (the
                                                             “Mandraki Ship”); and



		(ii)	the m/v “MSC MYKONOS”,
                                                              registered under the Greek flag in the ownership of the Bullow Owner,
                                                              having Registration Number 11372 and IMO No. 8613308 (the “Mykonos
                                                              Ship”)



and the Lenders have
agreed so to do conditionally upon terms that (inter alia) the Principal Agreement shall be amended in the manner hereinafter
set out.


NOW THEREFORE IT IS HEREBY
AGREED AS FOLLOWS:


		1.	Definitions



		1.1	Words
                                                          and expressions defined in the Principal Agreement and not otherwise
                                                          defined







    	2



    	



    


	 	 	herein
                                                                   (including the Recitals hereto) shall have the same meanings
                                                                   when used in this Agreement.
	 	 	 
		1.2	In addition,
                                                          in this Agreement the words and expressions specified below shall have
                                                          the meanings attributed to them below:



 


“Bullow Account
Pledge Agreement” means the first priority pledge entered or (as the context may require) to be entered into between
the Bullow Owner, the Lenders and the Account Bank in respect of the Operating Account relative to the Mykonos Ship opened or
to be opened with the Hamburg office of the Account Bank, in form and substance satisfactory to the Agent (acting on the instructions
of the Lenders);


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


“Effective
Date” means the date upon which all the conditions contained in Clause 4 shall have been satisfied and this Agreement
shall become effective;


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


“Marathos
Account Pledge Agreement” means the first priority pledge entered or (as the context may require) to be entered into
between the Marathos Owner, the Lenders and the Account Bank in respect of the Operating Account relative to the Mandraki Ship
opened or to be opened with the Hamburg office of the Account Bank, in form and substance satisfactory to the Agent (acting on
the instructions of the Lenders);


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


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


“Mandraki Ship
Existing Charterparty” means the current time charter in respect of the employment of the Mandraki Ship entered into
by the Marathos Owner, as owner, and MSC Mediterranean Shipping Co. S.A., of Geneva (the “Mandraki Ship Charterer”),
dated 3rd March, 2009, as amended by addendum No. 1 thereto
dated 3rd March, 2010 and addendum No. 2 thereto dated 22nd June, 2011 (and shall include any addenda thereto);





    	3



    	



    


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


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


“Mandraki
Ship Mortgage” means the first preferred Greek ship mortgage over the Mandraki Ship executed or (as the context may
require) to be executed by the Marathos Owner in favour of the Security Agent or the Lenders in form and substance satisfactory
to the Agent (acting on the instructions of the Lenders);


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


“Mykonos Ship
Existing Charterparty” means the current time charter in respect of the employment of the Mykonos Ship entered into
by the Bullow Owner, as owner, and MSC Mediterranean Shipping Co. S.A., of Geneva (the “Mykonos Ship Charterer”),
dated 3rd March, 2009, as amended by addendum No. 1 thereto dated 3rd March, 2010 and addendum No. 2
thereto dated 22nd June, 2011 (and shall include any addenda thereto);


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


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


“Mykonos Ship
Mortgage” means the first preferred Greek ship mortgage over the Mykonos Ship executed or (as the context may require)
to be executed by the Bullow Owner in favour of the Security Agent or the Lenders in form and substance satisfactory to the Agent
(acting on the instructions of the Lenders);





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“New Corporate
Guarantees” means together the Bullow Corporate Guarantee and the Marathos Corporate Guarantee and in the singular means
either of them as the context may require;


“New Account
Pledge Agreements” means together the Bullow Account Pledge Agreement and the Marathos Account Pledge Agreement and
in the singular means either of them as the context may require;


“New Charterparty
Assignments” means together the Mandraki Ship Charterparty Assignment and the Mykonos Ship Charterparty Assignment and
in the singular means either of them as the context may require;


“New General
Assignments” means together the Mandraki Ship General Assignment and the Mykonos Ship General Assignment and in the
singular means either of them as the context may require;


“New Manager’s
Undertakings” means together the Mandraki Ship Manager’s Undertaking and the Mykonos Ship Manager’s Undertaking
and in the singular means either of them as the context may require;


“New Mortgages”
means together the Mandraki Ship Mortgage and the Mykonos Ship Mortgage and in the singular means either of them as the context
may require;


“New Owners”
means the New Corporate Guarantors;


“New Security
Documents” means together the New Account Pledge Agreements, the New Corporate Guarantees, the New Charterparty Assignments,
the New General Assignments, the New Mortgages; and


“New Ships”
means together the Mandraki Ship and the Mykonos Ship and in the singular means either of them as the context may require.


		1.3	In this
                                                          Agreement:



		(a)	Where
                                                             the context so admits words importing the singular number only shall
                                                             include the plural and vice versa and words importing persons shall
                                                             include firms and corporations;



		(b)	clause
                                                             headings are inserted for convenience of reference only and shall
                                                             be ignored in construing this Agreement;



		(c)	references
                                                             to Clauses are to clauses of this Agreement save as may be otherwise
                                                             expressly provided in this Agreement; and



		(d)	all capitalised
                                                             terms used herein and not otherwise defined herein shall have the
                                                             meanings ascribed to them in the Principal Agreement.



		2.	Representations
                                                                                                                                    and
                                                                                                                                    warranties



		2.1	The Borrower
                                                          and the Corporate Guarantors hereby jointly and severally represent
                                                          and warrant to the Creditors as at the date hereof that the representations
                                                          and warranties set forth in the Principal Agreement and the Security
                                                          Documents (updated mutatis mutandis to the date of this Agreement) are
                                                          (and will be on the Effective Date) true and correct as if all references
                                                          therein to “this Agreement” were references
                                                          to the Principal Agreement






    	5



    	



    



	 	 	as
                                                                   amended and supplemented by this Agreement.
	 	 	 
		2.2	In addition
                                                          to the above the Borrower and the Corporate Guarantors hereby jointly
                                                          and severally represent and warrant to the Creditors as at the date
                                                          of this Agreement that:



		a.	each
                                                            of the corporate Security Parties is duly formed, is validly existing
                                                            and in good standing under the laws of the place of its incorporation
                                                            and each of the Borrower and the Corporate Guarantors has full power
                                                            to carry on its business as it is now being conducted and to enter
                                                            into and perform its obligations under the Principal Agreement, this
                                                            Agreement, each of the New Security Documents and the Security Documents
                                                            to which it is or is to be a party and has complied with all statutory
                                                            and other requirements relative to its business and does not have
                                                            an established place of business in any part of the United Kingdom
                                                            or the USA;



		b.	all
                                                            necessary licences, consents and authorities, governmental or otherwise
                                                            under this Agreement, the Principal Agreement, the New Security Documents
                                                            and the Security Documents have been obtained and, as of the date
                                                            of this Agreement, no further consents or authorities are necessary
                                                            for any of the Security Parties to enter into this Agreement or otherwise
                                                            perform its obligations hereunder;



		c.	this
                                                            Agreement constitutes, and each of the New Security Documents on the
                                                            execution thereof will constitute, the legal, valid and binding obligations
                                                            of the Security Parties thereto enforceable in accordance with its
                                                            terms;



		d.	the
                                                            execution and delivery of, and the performance of the provisions of
                                                            this Agreement and the New Security Documents do not, and will not
                                                            contravene any applicable law or regulation existing at the date hereof
                                                            or any contractual restriction binding on any of the Security Parties
                                                            or its respective constitutional documents;



		e.	no litigation,
                                                            arbitration or administrative proceeding relating to an amount exceeding
                                                            in respect of (a) the Group cumulatively US$50,000,000 and (b) each
                                                            Related Company US$3,000,000 is taking place, pending or, to the knowledge
                                                            of the officers of the Borrower, threatened against the Borrower or
                                                            any of its Related Companies or any other Security Party which could
                                                            have a material (in the reasonable opinion of the Majority Lenders)
                                                            adverse effect on the business, assets or financial condition of the
                                                            Borrower or any of its Related Companies or any other Security Party;



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



		3.	Agreement
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Lenders



		3.1	The Creditors
                                                          upon each of the representations and warranties set out in Clause 2
                                                          hereby agree with the Borrower, subject to and upon the terms and conditions
                                                          of this Agreement and in particular, but without limitation, subject
                                                          to the fulfilment of the conditions precedent set out in Clause 4, to
                                                          consent to:



		a.	the
                                                            release of each of Honaker and Marvista of its respective obligations
                                                            under its






    	6



    	



    


	 	 	Guarantee
                                                                      and the Security Documents to which each is a party and
                                                                      the release of its Ship; and



		b.	the
                                                            discharge of the Washington Mortgage and the Kyoto Mortgage;



		c.	the
                                                            replacement of m/vs “MSC WASHINGTON” and “MSC
                                                            KYOTO” with the Mandraki Ship and the Mykonos Ship,



subject
to amendment of the Principal Agreement in the manner more particularly set out in Clause 5.1 hereof.


		4.	Conditions



		4.1	The agreement
                                                          of the Creditors contained in Clause 3.1 shall be expressly subject
                                                          to the condition that the Agent shall have received on or before the
                                                          Effective Date in form and substance satisfactory to the Agent and its
                                                          legal advisers:



		a.	a certificate
                                                            of good standing or equivalent document issued by the competent authorities
                                                            of the place of its incorporation in respect of each of the Borrower
                                                            and the Corporate Guarantors;



		b.	certified
                                                            and duly legalised copies of resolutions passed at a meeting of the
                                                            Board of Directors of each of the Borrower and the New Corporate Guarantors
                                                            and certified and duly legalised copies of the resolutions passed
                                                            at a meeting of the shareholders of the New Corporate Guarantors (and
                                                            of any corporate shareholder thereof) evidencing approval of this
                                                            Agreement and of the New Security Documents and authorising appropriate
                                                            officers or attorneys to execute the same and to sign all notices
                                                            required to be given under this Agreement on its behalf or other evidence
                                                            of such approvals and authorisations as shall be acceptable to the
                                                            Agent;



		c.	all
                                                            documents evidencing any other necessary action or approvals or consents
                                                            with respect to this Agreement and the New Security Documents;



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



		e.	evidence
                                                            that:



		i.	each
                                                            New Ship is registered in the name of the Owner thereof through the
                                                            relevant Registry under the laws and flag of Greece and that such
                                                            New Ship and its Earnings, Insurances and Requisition Compensation
                                                            (as each such term is defined in the New General Assignment relative
                                                            thereto) are free of Encumbrances; and



		ii.	each
                                                             New Ship maintains the Classification referred to in the New Mortgage
                                                             relative thereto free of all overdue requirements and overdue recommendations
                                                             of the relevant Classification Society which would lead to the withdrawal
                                                             of class; and



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



		iv.	each
                                                             New Mortgage has been registered against the relevant New Ship through
                                                             the relevant Registry under the laws and flag of Greece;



		v.	the
                                                            Operating Account relative to each New Ship has been opened and duly
                                                            completed mandate forms in respect thereof have been delivered to
                                                            the Agent;



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



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



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



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



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



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



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



		l.	an opinion
                                                            of the Lenders’ legal advisers on matters of Greek law to the
                                                            Agent;



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



		n.	an opinion
                                                            from insurance consultants to the Agent, on the Insurances effected
                                                            or to be effected in respect of each of the Ships;





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		o.	a
                                                                                                                                                                                                                                                                                                      copy,
                                                                                                                                                                                                                                                                                                      certified
                                                                                                                                                                                                                                                                                                      as
                                                                                                                                                                                                                                                                                                      a
                                                                                                                                                                                                                                                                                                      true
                                                                                                                                                                                                                                                                                                      and
                                                                                                                                                                                                                                                                                                      complete
                                                                                                                                                                                                                                                                                                      copy
                                                                                                                                                                                                                                                                                                      by
                                                                                                                                                                                                                                                                                                      the
                                                                                                                                                                                                                                                                                                      Borrower’s
                                                                                                                                                                                                                                                                                                      Lawyer,
                                                                                                                                                                                                                                                                                                      of
                                                                                                                                                                                                                                                                                                      the
                                                                                                                                                                                                                                                                                                      Management
                                                                                                                                                                                                                                                                                                      Agreements
                                                                                                                                                                                                                                                                                                      in
                                                                                                                                                                                                                                                                                                      respect
                                                                                                                                                                                                                                                                                                      of
                                                                                                                                                                                                                                                                                                      the
                                                                                                                                                                                                                                                                                                      New
                                                                                                                                                                                                                                                                                                      Ships,
                                                                                                                                                                                                                                                                                                      the
                                                                                                                                                                                                                                                                                                      Mandraki
                                                                                                                                                                                                                                                                                                      Ship
                                                                                                                                                                                                                                                                                                      Existing
                                                                                                                                                                                                                                                                                                      Charterparty
                                                                                                                                                                                                                                                                                                      and
                                                                                                                                                                                                                                                                                                      the
                                                                                                                                                                                                                                                                                                      Mykonos
                                                                                                                                                                                                                                                                                                      Ship
                                                                                                                                                                                                                                                                                                      Existing
                                                                                                                                                                                                                                                                                                      Charterparty;



		p.	such
                                                            further opinions as the Agent may reasonably require; and



		q.	such
                                                            further conditions precedent as the Agent may reasonably require.



		5.	Variations
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    Principal
                                                                                                                                    Agreement



		5.1	In consideration
                                                          of the agreement of the Lenders and the Agent contained in Clause 3.1,
                                                          the Borrower and the Corporate Guarantors hereby jointly and severally
                                                          agree with the Creditors that (subject to the satisfaction of the conditions
                                                          precedent contained in Clause 4) with effect from the Effective Date,
                                                          the provisions of the Principal Agreement shall be varied and/or amended
                                                          and/or supplemented as follows:



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



““Ships”
means together the Tranche A Ships, the Tranche B Ships and the Additional Ships, which include, without limitation,
the Zim Piraeus Ship, the Mandraki Ship and the Mykonos Ship referred to in paragraph (d) of this definition and exclude the “MSC
SUDAN”, “MSC TOBA”, “MSC KYOTO» and “MSC WASHINGTON”
and “Ship” means any of them as the context may require and for the purposes of this Agreement:”;


		b.	Paragraph (d)
                                                            of the definition “Ships” in Clause 1.2
                                                            of the Principal Agreement shall be amended to read as follows:



		“(d)	the
                                                                                                           following vessels:



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



		(ii)	m/v
                                                                        “MSC MANDRAKI” registered under the
                                                                        Greek flag in the ownership of Marathos Shipping Inc.,
                                                                        of Liberia, having Registration Number 11346 and IMO No.
                                                                        8613310 (the “Mandraki Ship”);



		(iii)	m/v
                                                                         “MYKONOS” registered under the Greek
                                                                         flag in the ownership of Bullow Investments Inc., of
                                                                         Liberia, having Registration Number 11372 and IMO No.
                                                                         8613308 (the “Mykonos Ship”);”.



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



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





    	9



    	



    

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




		iii.	“Charterparty
                                                              Assignment” and “Charterparty Assignments” shall
                                                              be deemed to include the “Mandraki Ship Charterparty Assignment”
                                                              and the “Mykonos Ship Charterparty Assignment”, as herein
                                                              defined;



		iv.	“General
                                                             Assignment” and “General Assignments” shall be
                                                             deemed to include the “New General Assignments”, as herein
                                                             defined;



		v.	“Manager’s
                                                            Undertaking” and “Manager’s Undertakings”
                                                            shall be deemed to include the “New Manager’s Undertakings”,
                                                            as herein defined;



		vi.	“Mortgage”
                                                             and “Mortgages” shall be deemed to include the “New
                                                             Mortgages”, as herein defined;



		vii.	“Owner”
                                                              and “Owners” shall be deemed to include the “New
                                                              Owners”, as herein defined; and



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



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



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



		6.	Entire
                                                                                                                                    agreement
                                                                                                                                    and
                                                                                                                                    amendment



		6.1	The Principal
                                                          Agreement, the New Security Documents, the other Security Documents,
                                                          and this Agreement represent the entire agreement among the parties
                                                          hereto with respect to the subject matter hereof and supersede any prior
                                                          expressions of intent or understanding with respect to this transaction
                                                          and may be amended only by an instrument in writing executed by the
                                                          parties to be bound or burdened thereby.



		6.2	This Agreement
                                                          is supplementary to and incorporated in the Principal Agreement, all
                                                          terms and conditions whereof, including, but not limited to, provisions
                                                          on payments, calculation of interest and Events of Default, shall apply
                                                          to the performance and






    	10



    	



    


	 	interpretation of this Agreement.
	 	 
	7.	Continuance
                                                                                                                                   of
                                                                                                                                   Principal
                                                                                                                                   Agreement
                                                                                                                                   and
                                                                                                                                   the
                                                                                                                                   Security
                                                                                                                                   Documents



		7.1	Save for
                                                          the alterations to the Principal Agreement made or deemed to be made
                                                          pursuant to this Agreement and such further modifications (if any) thereto
                                                          as may be necessary to make the same consistent with the terms of this
                                                          Agreement the Principal Agreement shall remain in full force and effect
                                                          and the security constituted by the Security Documents executed by the
                                                          Borrower and the other Security Parties shall continue and remain valid
                                                          and enforceable.



		8.	Continuance
                                                                                                                                    and
                                                                                                                                    reconfirmation
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Existing
                                                                                                                                    Corporate
                                                                                                                                    Guarantees



		8.1	Each of
                                                          the Existing Corporate Guarantors (other than Honaker
                                                          Shipping Co. and Marvista
                                                          maritime Inc.) hereby respectively confirms that, notwithstanding
                                                          the variation to the Principal Agreement contained herein, the provisions
                                                          of each Corporate Guarantee executed by such Existing Corporate Guarantor
                                                          shall remain in full force and effect as guarantee of the obligations
                                                          of the Borrower under the Principal Agreement as amended hereby and
                                                          in respect of all sums due to the Creditors under the Principal Agreement
                                                          (as so amended) and the Security Documents.



		9.	Fees and expenses



		9.1	The Borrower
                                                          agrees to pay to the Creditors upon demand on a full indemnity basis
                                                          and from time to time all reasonable and documented costs, charges and
                                                          expenses (including legal fees) incurred by the Creditors (or any of
                                                          them) in connection with the negotiation, preparation, execution and
                                                          enforcement or attempted enforcement of this Agreement and any document
                                                          executed pursuant thereto and/or in preserving or protecting or attempting
                                                          to preserve or protect the security created hereunder and/or under the
                                                          New Security Documents and/or the other Security Documents.



		9.2	The Borrower
                                                          and the Corporate Guarantors jointly and severally covenant and agree
                                                          to pay and discharge all stamp duties, registration and recording fees
                                                          and charges and any other charges whatsoever and wheresoever payable
                                                          or due in respect of this Agreement and/or any document executed pursuant
                                                          hereto.



		10.	Miscellaneous



		10.1	The provisions
                                                           of Clause 15 (Assignment, Transfer and Lending Office) and 17.1
                                                           (Notices) and 17.2 (Notices through the Agent) of the
                                                           Principal Agreement (as such Clause is hereby amended) shall apply
                                                           to this Agreement as if the same were set out herein in full.



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



		11.	Applicable
                                                                                                                                     law
                                                                                                                                     and
                                                                                                                                     jurisdiction



		11.1	This
                                                           letter shall be governed by and construed in accordance with English
                                                           law and the provisions of Clause 18 (Governing Law and Jurisdiction)
                                                           of the Principal Agreement as hereby amended shall extend and apply
                                                           to this Agreement as if the same were (mutatis






    	11



    	



    


	 	 	mutandis)
                                                                   set out herein in full.



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





    	12



    	



    



Schedule
1

The Lenders and their Commitments


	 	 	 	 	Commitment

    

    (US$)
	 	 	 	 	 
	Name	 	Address and fax number	 	Term Loan

    Facility	 	Revolving
    
 Facility
	 	 	 	 	 	 	 
	Commerzbank

    Aktiengesellschaft

    (as legal successor of

    Deutsche 

    Schiffsbank 

    Aktiengesellschaft)	 	Lending Office

         

        Domstraße 18, 20095,
        Hamburg,

        Federal Republic of Germany

         

        Address for Notices

        Commerzbank Aktiengesellschaft

        Domstraße 18, 20095, Hamburg,

        Federal Republic of Germany

        Fax No.: +49 40 37699 - 649

        email:

        anke.struebing@schiffsbank.com

        Attn: International Loans
	 	210,000,000	 	90,000,000
	 	 	 	 	 	 	 
	Unicredit Bank AG

    (formerly Bayerische

    Hypo-Und 

    Vereinsbank 

    Aktiengesellschaft)	 	Lending Office

        UniCredit Bank AG,

        7 Heraklitou Street, 106 73 Athens,

        Greece

        

        Address for Notices

        UniCredit Bank AG,

        7 Heraklitou Street, 106 73 Athens,

        Greece

        Fax No.: +30 210 3640063

        e-mail:

        vassilis.mantzavinos@unicreditgroup.gr

        Attn: Mr. Vassilis Mantzavinos
	 	210,000,000	 	90,000,000
	 	 	 	 	 	 	 
	Credit Suisse AG	 	Lending Office

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

        Switzerland

        Fax No.: 41 61 266 79 39

        e-mail:lydia.lampadaridou@credit-

        suisse.com

         

        Address for Notices

         

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

        Switzerland



	 	140,000,000	 	60,000,000







    	13



    	



    

	 	 	 	 	Commitment

    

    (US$)
	 	 	 	 	 
	Name	 	Address and fax number	 	Term Loan

    Facility	 	Revolving
    
 Facility
	 	 	Fax No.: 41 61 266 79 39

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

        Attn:Ms. Meike Mättig

        e-mail:lydia.lampadaridou@credit-

        suisse.com

        Attn: Ms. Lydia Lampadaridou
	 	 	 	 
	 	 	 	 	 	 	 
	HSH Nordbank AG	 	Lending Office

        Gerhart-Hauptmann-Platz 50, 20095

        Hamburg,

        Federal Republic of Germany

        


        Address for Notices

        Gerhart-Hauptmann-Platz 50, 20095

        Hamburg,

        Federal Republic of Germany

        Fax No.: +49 40/3333 610895

        Attn: Mrs. Stefanie Berger

        e-mail:stefanie.berger@hsh-nordbank.com
	 	105,000,000	 	45,000,000
	 	 	 	 	 	 	 
	BNP
    Paribas S.A. (as legal successor of 

    Fortis Bank S.A./N/V.)	 	Lending
                                                                     Office

                                                                     16 rue de Hanovre, ACI: CAT02A1,

                                                                     75078,

                                                                     Paris, Cedex 02, France,

         

        Address for Notices

        16 rue de Hanovre, ACI: CAT02A1,

        75078,

        Paris, Cedex 02, France,

        Fax No.: +33 (0) 1 42 984 355

        e-mail: tgmo.shipping@bnpparibas.com





 

        Attn: Transportation Group
        Middle Office
	 	35,000,000	 	15,000,000
	 	 	Total
    Commitment	 	700,000,000	 	300,000,000






    	14



    	



    

EXECUTION
PAGE


 


THE BORROWER


 


	SIGNED by	)	 
	Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	COSTAMARE INC.,	)	 
	as Borrower	)	/s/ Konstantinos Zacharatos

	in the presence of:	)	Attorney-in-fact


 


	Witness:	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


THE CREDITORS


 


	SIGNED by	)	 
	Mr. Charalambos V. Sioufas	)	 
	for and on behalf of	)	 
	Commerzbank
    Aktiengesellschaft	)	 
	(as legal successor of	)	 
	Deutsche Schiffsbank Aktiengesellschaft),	)	 
	as joint Arranger, Security Agent, Swap Bank,	)	 
	Agent and Lender	)	/s/ Charalambos V. Sioufas

	in the presence of:	)	Attorney-in-fact


 


	Witness:	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 






    	15



    	



    

	SIGNED by	)	 
	Mrs. Anastasia Kerpinioti and Mr. Pericles Lycoudis	)	/s/ Anastasia Kerpinioti

	for and on behalf of	)	Attorney-in-fact
	Unicredit Bank AG	)	 
	(formerly Bayerische Hypo-Und	)	 
	Vereinsbank Aktiengesellschaft),	)	 
	as joint Arranger,	)	 
	Account Bank, Swap Bank and Lender	)	 
	in the presence of:	)	/s/ Pericles Lycoudis

	 	 	Attorney-in-fact


 


	Witness:	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by	)	 
	Mr. Charalambos V. Sioufas	)	 
	for and on behalf of	)	 
	Credit Suisse
    AG,	)	 
	(formerly Credit Suisse), as Lender	)	 
	in the presence of:	)	/s/ Charalambos V. Sioufas

	 	 	Authorised Officer


 


	Witness:	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by	)	 
	Mr. Charalambos V. Sioufas	)	 
	for and on behalf of	)	 
	BNP PARIBAS S.A.	)	 
	(as legal successor of Fortis Bank S.A./N.V.),	)	 
	as Lender	)	/s/ Charalambos V. Sioufas

	in the presence of:	)	Attorney-in-fact


 


	Witness:	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 






    	16



    	



    
	SIGNED by	)	 
	Mr. Charalambos V. Sioufas	)	 
	for and on behalf of	)	 
	HSH Nordbank AG,	)	 
	as Lender and Swap Bank	)	 
	in the presence of:	)	/s/ Charalambos V. Sioufas

	 	 	Attorney-in-fact



 



	Witness:
    	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


THE
EXISTING CORPORATE GUARANTORS


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	ACHILLEAS MARITIME CORPORATION,	)	/s/ Konstantinos Zacharatos

	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness:
    	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	ANGISTRI CORPORATION,	)	/s/ Konstantinos Zacharatos

	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 





    	17



    	



    


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	ALEXIA TRANSPORT CORP.,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	CARAVOKYA MARITIME CORPORATION,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	COSTACHILE MARITIME CORPORATION,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 





    	18



    	



    




	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	FANAKOS MARITIME CORPORATION,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/
        Efstratio Kalantzis	 
	Name:	Efstratio
        Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	FASTSAILING MARITIME CO.,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness:	/s/
        Efstratio Kalantzis	 
	Name:	Efstratio
        Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	FLOWSHIPPING CO.,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/
        Efstratio Kalantzis	 
	Name:	Efstratio
        Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 




    	19



    	



    

	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	HONAKER SHIPPING COMPANY,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/
        Efstratio Kalantzis	 
	Name:	Efstratio
        Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	KALAMATA SHIPPING CORPORATION,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/
        Efstratio Kalantzis	 
	Name:	Efstratio
        Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	MARINA MARITIME CORPORATION,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/
        Efstratio Kalantzis	 
	Name:	Efstratio
        Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 





    	20



    	



    




	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	MARVISTA MARITIME INC.,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/
        Efstratio Kalantzis	 
	Name:	Efstratio
        Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	MERTEN SHIPPING CO.,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/
        Efstratio Kalantzis	 
	Name:	Efstratio
        Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	MIKO SHIPPING CO.,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/
        Efstratio Kalantzis	 
	Name:	Efstratio
        Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 




    	21



    	



    


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	NAVARINO
    MARITIME CORPORATION,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness: 	/s/
        Efstratio Kalantzis	 
	Name:	Efstratio
        Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	TAKOULIS
    MARITIME CORPORATION,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness:
    	/s/
        Efstratio Kalantzis	 
	Name:	Efstratio
        Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	WEST
    END SHIPPING CO. LTD.,	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness:
    	/s/
        Efstratio Kalantzis	 
	Name:	Efstratio
        Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 



    	22



    	



    

THE NEW CORPORATE GUARANTORS


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	BULLOW
    INVESTMENTS INC.	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness:
    	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 


 


	SIGNED by Mr. Konstantinos Zacharatos	)	 
	for and on behalf of	)	 
	MARATHOS
    SHIPPING INC.	)	/s/ Konstantinos Zacharatos
	of Liberia, in the presence of:	)	Attorney-in-fact


 


	Witness:
    	/s/ Efstratio Kalantzis	 
	Name:	Efstratio Kalantzis	 
	Address:	13 Defteras Merarchias
    Street	 
	 	185 35 Piraeus, Greece	 
	Occupation: Attorney-at-Law	 



    	23



    	



    

SCHEDULE
2


 


List
of Existing Corporate Guarantors


 


Achilleas
Maritime Corporation


 


Angistri
Corporation


 


Alexia
Transport Corp.


 


Caravokyra
Maritime Corporation


 


Costachille
Maritime Corporation


 


Fanakos
Maritime Corporation


 


Fastsailing
Maritime Co.


 


Flow
Shipping Co.


 


Honaker
Shipping Company


 


Kalamata
Shipping Corporation


 


Marina
Maritime Corporation


 


Marvista
Maritime Inc.


 


Merten
Shipping Co.


 


Miko
Shipping Co.


 


Navarino
Maritime Corporation


 


Takoulis
Maritime Corporation and


 


West
End Shipping Co. Ltd.




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