Dated: 28th May, 2013

Exhibit 4.19 

Dated: 28^th May, 2013

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 Corporate Guarantors

FIFTH SUPPLEMENTAL AGREEMENT

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

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

▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Co.

Law Offices

Piraeus

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

THIS AGREEMENT is made this 28^th day of May, 2013

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

AND IS SUPPLEMENTAL to a term loan and revolving credit facility agreement dated 22^nd July, 2008 (hereinafter called the “Principal Agreement”) made by and among (1) Costamare Inc., of the ▇▇▇▇▇▇▇▇ 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 23^rd 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 22^nd June, 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, (iii) a third supplemental agreement dated 6^th 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, and (iv) a fourth supplemental agreement dated 17^th December, 2012 made between the Lenders, as Lenders, CBA, 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 borrower (i) a term loan facility in the amount of up to Seven hundred million United States Dollars

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(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 forty four million six hundred ninety one thousand seven hundred forty three and ninety nine cents (US$744,691,743.99) (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 change of flag from Greek to Maltese of the following Ships:

	(i)	“SEALAND ILLINOIS”
	(ii)	“MAERSK KOBE”
	(iii)	“MAERSK KOLKATA”
	(iv)	“MAERSK KINGSTON” and
	(v)	“MAERSK KALAMATA”

	(b)	the discharge of the Greek Mortgages registered over the said Ships; and
	(c)	the transfer of the technical management of the Ships “SEALAND ILLINOIS” and “MAERSK KOBE” to V. Ships Greece Ltd., of Bermuda (the “New Technical Manager”) as from June, 2013,

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

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1.	Definitions
1.1	Words and expressions defined in the Principal Agreement and not otherwise defined herein (including the Recitals hereto) shall have the same meanings when used in this Agreement.
1.2	In addition, in this Agreement the words and expressions specified below shall have the meanings attributed to them below:

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“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;

“Maltese Flag Ships” means the following Ships:

	(a)	m/v “MAERSK KALAMATA” currently registered under the Greek flag in the ownership of ▇▇▇▇▇▇ Shipping Co., of Liberia (the “▇▇▇▇▇▇ Owner”), having IMO No. 9244946 and which vessel on the Effective Date shall be deleted from the Greek flag and shall be registered under the Maltese flag in the ownership of the ▇▇▇▇▇▇ Owner (the “▇▇▇▇▇▇ Ship”);
	(b)	m/v “MAERSK KOBE” currently registered under the Greek flag in the ownership of Achilleas Maritime Corporation, of Liberia (the “Achilleas Owner”), having IMO No. 9196840 and which vessel on the Effective Date shall be deleted from the Greek flag and shall be registered under the Maltese flag in the ownership of the Achilleas Owner (the “Achilleas Ship”);
	(c)	m/v “MAERSK KOLKATA” currently registered under the Greek flag in the ownership of Kalamata Shipping Corporation, of Liberia (the “Kalamata Owner”), having IMO No. 9244922 and which vessel on the Effective Date shall be deleted from the Greek flag and shall be registered under the Maltese flag in the ownership of the Kalamata Owner (the “Kalamata Ship”);
	(d)	m/v “MAERSK KINGSTON” currently registered under the Greek flag in the ownership of Navarino Maritime Corporation, of Liberia (the “Navarino Owner”), having IMO No. 9244934 and which vessel on the Effective Date shall be deleted from the Greek flag and shall be registered under the Maltese flag in the ownership of the Navarino Owner (the “Navarino Ship”); and
	(e)	m/v “SEALAND ILLINOIS” currently registered under the Greek flag in the ownership of Miko Shipping Co., of Liberia (the “Miko Owner”), having IMO No. 9197545 and which vessel on the Effective Date shall be deleted from the Greek flag and shall be registered under the Maltese flag in the ownership of the Miko Owner (the “Miko Ship”);

and “Maltese Flag Ship” means any of them as the context may require;

“Maltese Mortgage” in relation to each Maltese Flag Ship means the first priority Maltese ship mortgage and the deed of covenant supplemental thereto executed or (as the context may require) to be executed by the Owner of such Ship in favour of the Security Agent or the Lenders in form and substance satisfactory to the Agent (acting on the instructions of the Lenders) (together, the “Maltese Mortgages”);

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“New Technical Manager’s Undertaking” in relation to each of “MAERSK KOBE” and “SEALAND ILLINOIS” means an undertaking and letter of subordination executed or (as the context may require) to be executed by the New Technical Manager in favour of the Security Agent in form and substance satisfactory to the Agent (acting on the instructions of the Lenders) (together, the “New Technical Manager’s Undertakings”); and

“New Security Documents” means together the Maltese Mortgages and the New Technical Manager’s Undertakings.

1.3 In this Agreement:

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

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

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

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

2. Representations and warranties

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

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 and the New Technical Manager 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 the New Technical Manager has full power to carry on its business as it is now being conducted and to enter into and perform its obligations under the New Technical

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Manager’s Undertakings, and each of the corporate Security Parties 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 change of flag of the Maltese Flag Ships from Greek to Maltese; and

b. the discharge of the Greek Mortgages registered over the Maltese Flag Ships; and

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c. the transfer of the technical management of the Ships “SEALAND ILLINOIS” and “MAERSK KOBE” to the New Technical Manager as from 28th May, 2013,

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

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 Owners of the Maltese Flag Ships and certified and duly legalised copies of the resolutions passed at a meeting of the shareholders of the Owners of the Maltese Flag Ships (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;

▇. 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, the Owners of the Maltese Flag Ships and the New Technical Manager;

e. evidence that:

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

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

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iii. each Maltese Flag Ship is insured in accordance with the provisions of the Maltese Mortgage 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 Maltese Flag 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 Maltese Flag Ship);

iv. each Maltese Mortgage has been registered against the relevant Maltese Flag Ship through the relevant Registry under the laws and flag of Malta;

v. any fees and commissions payable from the Borrower to the Creditors pursuant to the terms of Clause 5.1 (Fees) 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. a copy of the DOC applicable to each Maltese Flag Ship and of the SMC applicable to the New Technical Manager certified as true, complete and in effect by the Borrower’s lawyer;

h. copies of such ISM Code Documentation in respect of each Maltese Flag 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;

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

j. an opinion of the Lenders’ legal advisers on Maltese Law matters in relation to the Maltese Flag Ships;

▇. a copy, certified as a true and complete copy by the Borrower’s Lawyer, of the Technical Management Agreements in respect of the m/vs “SEALAND ILLINOIS” and “MAERSK KOBE”; and

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

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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. With effect as from the Effective Date the definition “Technical Manager” in Clause 1.2 (Definitions) of the Principal Agreement shall be amended to read as follows:

“Management Agreement” means, in relation to each Ship, the agreement made or (as the context may require) to be made between the Owner thereof or, as the case may be, ▇▇▇▇▇▇▇▇▇ and/or the relevant Manager providing for the appointment of such Manager as Commercial Manager or, as the case may be, Technical Manager of such Ship subject to and upon the terms and conditions therein contained (together, the “Management Agreements”);

“Technical Manager” in relation to a Ship means Costamare or (through a sub-contract made or to be made with Costamare or the Owner of such Ship and after prompt notice of the Borrower to the Agent) Shanghai Costamare Shipmanagement Co. Ltd., a company incorporated and existing under the laws of P.R. of China or Ciel Shipmanagement S.A., a company incorporated and existing under the laws of Liberia or V. Ships Greece Ltd., of Bermuda or such other person as may from time to time be approved by the Lenders for the purpose of acting as technical manager of any of the Ships, and includes their respective successors in title (together, the “Technical Managers”);

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

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

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

iii. “Technical Manager” and “Technical Managers” shall be deemed to include the “New Technical Manager”, as herein defined;

c. 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

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

6. Entire agreement and amendment

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

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

7. Continuance of Principal Agreement and the Security Documents

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

8. Continuance and reconfirmation of the Corporate Guarantees

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

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

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(including legal fees) incurred by the Creditors (or any of them) in connection with the negotiation, preparation, execution and enforcement or attempted enforcement of this Agreement and any document executed pursuant thereto and/or in preserving or protecting or attempting to preserve or protect the security created hereunder and/or under the New Security Documents and/or the other Security Documents.

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

10. Miscellaneous

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

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

11. Applicable law and jurisdiction

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

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

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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 ▇▇▇▇▇▇▇▇▇ ▇▇ , ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Address for Notices Commerzbank ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Fax No.: ▇▇▇ ▇▇ ▇▇▇▇▇ - 649 email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attn: International Loans	210,000,000	90,000,000
UniCredit Bank AG (formerly Bayerische Hypo-Und Vereinsbank Aktiengesellschaft)	Lending Office UniCredit Bank AG, ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Address for Notices UniCredit Bank AG, ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Fax No.: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ e-mail: ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ Attn: ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇	210,000,000	90,000,000

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		Commitment (US$)
Name	Address and fax number	Term Loan Facility	Revolving Facility
Credit Suisse AG	Lending Office St. ▇▇▇▇▇-▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ Fax No. : ▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇ e-mail:▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇ Address for ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇-▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ Fax No. : ▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇ e-mail: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇ Attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ e-mail:▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇ Attn: Ms. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇	140,000,000	60,000,000
HSH Nordbank AG	Lending Office ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Address for Notices Gerhart-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Fax No.: +49 40/▇▇▇▇ ▇▇▇▇▇▇ Attn: ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ e-mail:▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇	105,000,000	45,000,000

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		Commitment (US$)
Name	Address and fax number	Term Loan Facility	Revolving Facility
BNP Paribas S.A. (as legal successor of Fortis Bank S.A./N.V.)	Lending Office ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇: ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, Address for Notices ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇: ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, Fax No.: ▇▇▇ (▇) ▇ ▇▇ ▇▇▇ ▇▇▇ e-mail: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attn: Transportation Group Middle Office	35,000,000	15,000,000
	Total Commitment	700,000,000	300,000,000

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EXECUTION PAGE

THE BORROWER

SIGNED by	)
▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇	)
for and on behalf of	)
COSTAMARE INC.,	)
as ▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
in the presence of:	)	Attorney-in-fact

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

THE CREDITORS

SIGNED by	)
▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	)
for and on behalf of	)
COMMERZBANK AKTIENGESELLSCHAFT,	)
(as legal successor of	)
Deutsche Schiffsbank Aktiengesellschaft),	)
as joint Arranger, Security Agent, Swap Bank,	)
Agent and ▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
in the presence of:	)	Attorney-in-fact

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

14

SIGNED by	)
▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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	)	/s/ Pericles Lycoudis
in the presence of:	)	Attorney-in-fact

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

SIGNED by	)
▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	)
for and on behalf of	)
Credit Suisse AG,	)
(formerly Credit Suisse),  as Lender	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
in the presence of:	)	Authorised Officer

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

SIGNED by	)
▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	)
for and on behalf of	)
BNP PARIBAS S.A.	)
(as legal successor of Fortis Bank S.A./N.V.),	)
as Lender	)
in the presence of:	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	)	Attorney-in-fact

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

15

SIGNED by	)
▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	)
for and on behalf of	)
HSH Nordbank AG,	)
as Lender and Swap Bank	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
in the presence of:	)	Attorney-in-fact

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

THE EXISTING CORPORATE GUARANTORS

SIGNED by ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇	)
for and on behalf of	)
ACHILLEAS MARITIME CORPORATION,	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
of Liberia, in the presence of:	)	Attorney-in-fact

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

SIGNED by ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇	)
for and on behalf of	)
ANGISTRI CORPORATION,	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
of Liberia, in the presence of:	)	Attorney-in-fact

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

16

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

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

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

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

SIGNED by ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇	)
for and on behalf of	)
CARAVOKYRA MARITIME CORPORATION,	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
of Liberia, in the presence of:	)	Attorney-in-fact

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

SIGNED by ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇	)
for and on behalf of	)
COSTACHILLE MARITIME CORPORATION,	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
of Liberia, in the presence of:	)	Attorney-in-fact

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

17

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

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

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

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

SIGNED by ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇	)
for and on behalf of	)
FLOW SHIPPING CO.,	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
of Liberia, in the presence of:	)	Attorney-in-fact

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

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

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

18

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

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

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

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

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

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

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

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

19

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

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

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

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

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

Witness:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		185 35 Piraeus, Greece
Occupation:		Attorney-at-Law

20

SCHEDULE 2

List of Existing Corporate Guarantors

Achilleas Maritime Corporation

Angistri Corporation

Alexia Transport Corp.

Bullow Investments Inc.

Caravokyra Maritime Corporation

Costachille Maritime Corporation

Fanakos Maritime Corporation

Fastsailing Maritime Co.

Flow Shipping Co.

Kalamata Shipping Corporation

Marathos Shipping Inc.

Marina Maritime Corporation

▇▇▇▇▇▇ Shipping Co.

Miko Shipping Co.

Navarino Maritime Corporation

Takoulis Maritime Corporation and

West End Shipping Co. Ltd.

21