“2002 ISDA Master Agreement” means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

“Acceptable Bank” means a bank or financial institution which has a rating for its long-term unsecured and non-credit-enhanced debt obligations of BBB+ or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa1 or higher by Moody’s Investor Service Limited or a comparable rating from an internationally recognised credit rating agency.

“Accession Deed” means a document substantially in the form set out in Schedule 12 (Form of Accession Deed).

“Account Security” means a document creating Security over the Earnings Accounts in agreed form.

“Additional Business Day” means any day specified as such in the Benchmark Terms.

“Additional Hedge Counterparty” means a bank or financial institution which becomes a Hedge Counterparty in accordance with Clause 30.8 (Additional Hedge Counterparties).

“Advance” means a borrowing of part of the Facility under this Agreement.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Age” means, in relation to a Ship, the age of that Ship at any relevant time (calculated as current calendar year minus calendar year of that Ship’s delivery date).

“Age Commitment” means, in respect of each Ship, the amount achieved by multiplying the Tranche Amount relevant to that Ship with its Age and for the purposes of Clause 7.7 (Mandatory prepayment maximum Debt Adjusted Age) means the amount achieved by multiplying the Tranche relevant to that Ship with its Age.

“Annex VI” means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.

“Approved Auditor” means any of Ernst & Young, PricewaterhouseCoopers, Deloitte, KPMG or any other independent firm of auditors approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

“Approved Brokers” means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

“Approved Classification” means in relation to a Ship, as at the date of this Agreement, the classification in relation to that Ship specified in Schedule 3 (Details of the Ships) as may be amended pursuant to Clause 2.2 (Substitution of Ships) from time to time with the Approved Classification Society or the equivalent classification with another Approved Classification Society.

“Approved Classification Society” means in relation to a Ship, as at the date of this Agreement, the classification society in relation to that Ship specified in Schedule 3 (Details of the Ships) as may be amended pursuant to Clause 2.2 (Substitution of Ships) from time to time, DNV or any other classification society which is a member of the International Association of Classification Societies or any other classification society which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

“Approved Flag” means, in relation to a Ship, the Maltese, Greek, Liberian, Hong Kong, Panamanian or Marshall Islands flag or such other flag approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders (such approval not to be unreasonably withheld or delayed).

“Approved Manager” means any Approved Commercial Manager or any Approved Technical Manager.

being, as at the date of this Agreement the technical manager in relation to that Ship specified in Schedule 3 (Details of the Ships) as may be amended pursuant to Clause 2.2 (Substitution of Ships) from time to time.

“Approved Valuer” means any of Howe Robinson Partners, Braemar ACM, Maersk Brokers K/S, Arrow Valuations Ltd. and Clarkson Valuations Ltd. and, only in respect of any valuation of a Group Vessel pursuant to Clause 23.4 (Valuation of a Group Vessel) for the purpose of testing compliance with the financial covenants set out in Clause 23.2 (Financial Covenants), also Ross Shipbrokers Co. Ltd. (including, in each case, their successors or assigns and such Subsidiary or other company in the same corporate group through which valuations are commonly issued by each of those brokers) and any other firm or firms of independent sale and purchase shipbrokers nominated by the Obligors and approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

“Arranging Party” means each Mandated Lead Arranger, each Lead Arranger, each Arranger or the Structuring Bank and Bookrunner.

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Assignable Charter” means, in relation to a Ship, any time charterparty, consecutive voyage charter or contract of affreightment in relation to that Ship of a remaining duration (or capable of having or exceeding a duration) of 13 months or more or any bareboat charter in respect of that Ship entered into in accordance with Clauses 26.16 (Restrictions on chartering, appointment of managers etc.) and Clause 26.19 (Charter Assignment), including, for the avoidance of doubt, each Approved Charter in respect of that Ship.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

or in each case such later date approved in writing by the Facility Agent (acting on the instructions of all the Lenders).

“Available Commitment” means, in relation to a Tranche, a Lender’s Commitment under that Tranche minus:

“Available Tranche” means, in relation to a Tranche, the aggregate for the time being of each Lender’s Available Commitment in respect of that Tranche.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Balloon Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan).

“Benchmark Terms” means the terms set out in Schedule 8 (Benchmark Terms) or in any Benchmark Supplement.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Block Rounding Period” has the meaning given to that term in Clause 40.3 (Day count convention and interest calculation).

“Borrower EBITDA” means, in respect of each Ship, and at the time a Substitution Option has been exercised by the Borrowers pursuant to Clause 2.2 (Substitution of Ships), the amount in dollars remaining after deducting from the Ship Revenues during the Charter Period in respect of the Charter relevant to it at the time of such Substitution Option:

in each case, as set out in the relevant budget to be provided to the Facility Agent by the Borrowers and applicable to that period.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Dublin and Athens and, in respect of a day on which a payment is required to be made under a Finance Document, also in New York, Amsterdam, Frankfurt, Stockholm, Basel and Zurich and in relation to:

which is an Additional Business Day relating to that Term Rate Loan or RFR Loan (as the case may be).

“Central Bank Rate” has the meaning given to that term in the applicable Benchmark Terms.

“Central Bank Rate Adjustment” has the meaning given to that term in the applicable Benchmark Terms.

“Change of Control” means the occurrence of any of the following acts, events or circumstances:

“Charter” means, in relation to a Ship, any charter relating to that Ship, or other contract for its employment, whether or not already in existence to which the Borrower owning that Ship enters into on bona fide arm’s length terms.

“Charter Guarantee” means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting an Assignable Charter.

“Charter Period” means, in relation to a Ship, the part of the Security Period which falls within the period commencing on the Utilisation Date of the Tranche relevant to that Ship and ending on the date on which the Charter of that Ship expires by effluxion of time;

“Commercial Management Agreement” means, in relation to a Ship, the agreement entered into between the Borrower owning that Ship and the Approved Commercial Manager or, as the case may be, between two Approved Managers regarding the commercial management of that Ship.

“Commitment” means a Tranche A Commitment, a Tranche B Commitment, a Tranche C Commitment, a Tranche D Commitment, a Tranche E Commitment, a Tranche F Commitment, a Tranche G Commitment, a Tranche H Commitment, a Tranche I Commitment, a Tranche J Commitment, a Tranche K Commitment, a Tranche L Commitment, a Tranche M Commitment, Tranche N Commitment, a Tranche O Commitment, a Tranche P Commitment, a Tranche Q Commitment or any Substitute Tranche Commitment.

“Compliance Certificate” means a certificate in the form set out in Schedule 7 (Form of Compliance Certificate) or in any other form agreed between the Guarantor and the Facility Agent.

“Compliance Date” has the meaning given to it in Clause 23.1 (Definitions).

“Compounded Reference Rate” means, in relation to any Banking Day during the Interest Period of an RFR Loan, the percentage rate per annum which is the aggregate of:

“Compounding Methodology Supplement” means, in relation to the Daily Non-Cumulative Compounded RFR Rate, a document which:

“Confidential Information” means all information relating to any Transaction Obligor or Prohibited Person, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

“Confidentiality Undertaking” means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrowers and the relevant Lender or any other relevant Finance Party.

“Cosco” means Cosco (Cayman) Mercury Co., Ltd., a company incorporated in Cayman Islands.

“Credit Adjustment Spread” means, the rate specified in the Benchmark Terms.

“Corresponding Debt” means any amount, other than any Parallel Debt, which an Obligor owes to a Secured Party under or in connection with the Finance Documents.

“Costamare Shipping” means Costamare Shipping Company S.A., a company incorporated in the Republic of Panama whose registered office is at 8th Floor, Capital Plaza Building, Roberto Motta Ave., Costa Del Este, Panama City, Republic of Panama.

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“CVI” means Costamare Ventures Inc., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

“Daily Non-Cumulative Compounded RFR Rate” means, in relation to any Banking Day during an Interest Period for an RFR Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 9 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Debt” means, in relation to a Borrower, its Ship and the Tranche relevant to it, the sums to be incurred by that Borrower in respect of the payment of principal of that Tranche pursuant to this Agreement.

“Debt Adjusted Age” means the quotient obtained by dividing (a) the aggregate of the Age Commitment of all Ships to be financed under this Agreement by (b) the aggregate of the Tranche Amounts in respect of all Ships, and for the purposes of Clause 7.7 (Mandatory prepayment maximum Debt Adjusted Age) means the quotient obtained by dividing (a) the aggregate of the Age Commitment of all Ships financed under this Agreement by (b) the aggregate of the outstanding amount of the Loan at any relevant time.

“Debt Service” means, in relation to a Borrower, its Ship and the Tranche relevant to it, the aggregate sums to be incurred by that Borrower in respect of the payment of principal of, and any interest to be accrued on, that Tranche and any accrued costs and expenses pursuant to this Agreement.

“Deed of Covenant” means, in relation to a Ship, if required by the laws of the state of the Approved Flag, a deed of covenant collateral to the Mortgage of that Ship and creating Security over that Ship in agreed form.

“Deed of Release” means, in relation to a Ship, a deed releasing any Existing Security relating to that Borrower and that Ship and any obligations and liabilities of that Borrower and, where applicable, any other Transaction Obligor arising out of or in connection with the Existing Agreement to which that Borrower is a party, in each case, in agreed form.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

“Dollar Deposit Security” has the meaning given to it in paragraph (b) of Clause 27.3 (Value of additional security).

“dollars” and “$” mean the lawful currency, for the time being, of the United States of America.

“Earnings” means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower or the Security Agent and which arise out of or in connection with or relate to the use or operation of that Ship, including (but not limited to):

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Election Notice” has the meaning given to it in Clause 8.1 (Switch to Term SOFR).

“Election Period” means the period commencing on the day after the earlier of (i) the end of the Availability Period and (ii) the date on which the Available Commitments are reduced to zero and ending on 1 July 2023.

“Environmental Approval” means any present or future permit, ruling, variance or other Authorisation required under applicable Environmental Laws.

“Environmental Claim” means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, “claim” includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

“Environmental Law” means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

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

“EU Bail-In Legislation Schedule” means the document described as such and published by the LMA from time to time.

“Event of Default” means any event or circumstance specified as such in Clause 29 (Events of Default).

“Existing Agreement” means Existing Agreement A, Existing Agreement B, Existing Agreement C, Existing Agreement D, Existing Agreement E, Existing Agreement F, Existing Agreement G, Existing Agreement H, Existing Agreement I, Existing Agreement J or a Substitute Ship Existing Agreement.

“Existing Agreement A” means the bareboat charter dated 24 December 2014 (as amended, supplemented and/or restated from time to time) and entered into among (i) Borrower A as lessee and (ii) Existing Creditor A as lessor in relation to Ship A.

“Existing Agreement B” means the loan agreement dated 29 May 2020 (as amended, supplemented and/or restated from time to time) and entered into (originally) among, inter alios, (i) Borrower B, Borrower C, Borrower I, Kalamata Shipping Corporation, Navarino Maritime Corporation and Merten Shipping Co. as joint and several borrowers and (ii) Existing Creditor B as lender, arranger, account bank, agent and security trustee for the purpose of, inter alia, financing Ship B, Ship C and Ship I.

“Existing Agreement C” means the loan agreement dated 27 November 2018 (as amended, supplemented and/or restated from time to time) and entered into among (i) the Guarantor as borrower and (ii) Existing Creditor C as lender, swap bank, agent and security trustee for the purpose of, inter alia, financing Ship D, Ship E, Ship H, Ship J, Ship M and Ship P.

“Existing Agreement D” means the bareboat charter dated 29 June 2016 (as amended, supplemented and/or restated from time to time) and entered into among (i) Borrower F as lessee and (ii) Existing Creditor D as lessor in relation to Ship F.

“Existing Agreement E” means the bareboat charter dated 29 June 2016 (as amended, supplemented and/or restated from time to time) and entered into among (i) Borrower G as lessee and (ii) Existing Creditor E as lessor in relation to Ship G.

“Existing Agreement F” means the bareboat charter dated 19 June 2017 (as amended, supplemented and/or restated from time to time) and entered into among (i) Borrower K as lessee and (ii) Existing Creditor F as lessor in relation to Ship K.

“Existing Agreement G” means the bareboat charter dated 19 June 2017 (as amended, supplemented and/or restated from time to time) and entered into among (i) Borrower N as lessee and (ii) Existing Creditor G as lessor in relation to Ship N.

“Existing Agreement H” means the loan agreement dated 24 April 2020 (as amended, supplemented and/or restated from time to time) and entered into (originally) among (i) Borrower L, Capetanissa Maritime Corporation, Christos Maritime Corporation, Costis Maritime Corporation and Joyner Carriers S.A. as joint and several borrowers and (ii) Existing Creditor H as lender for the purpose of, inter alia, financing Ship L.

“Existing Agreement I” means the loan agreement dated 29 March 2021 (as amended, supplemented and/or restated from time to time) and entered into among (i) Borrower O as borrower and (ii) Existing Creditor B as lender, arranger, account bank, agent and security trustee for the purpose of financing Ship O.

“Existing Agreement J” means the loan agreement dated 10 November 2020 (as amended and restated by an amendment and restatement agreement dated 24 March 2021 and as further supplemented and/or amended from time to time) and entered into among (i) Borrower Q as borrower, (ii) the Guarantor as guarantor, (iii) the banks and financial institutions listed therein as lenders and (iv) Existing Creditor I as agent and security agent for the purpose of refinancing Ship Q.

“Existing Creditor” means Existing Creditor A, Existing Creditor B, Existing Creditor C, Existing Creditor D, Existing Creditor E, Existing Creditor F, Existing Creditor G, Existing Creditor H, Existing Creditor I or a Substitute Ship Existing Creditor.

“Existing Indebtedness” means, in relation to an Existing Agreement, at any date, the outstanding Financial Indebtedness of the Borrower which is a party to that Existing Agreement on that date under that Existing Agreement.

“Existing Security” means, in relation to each Existing Agreement, any Security created over any of the assets of that Borrower (including, without limitation, the Ship owned by that Borrower) or its shares to secure that Existing Indebtedness (or any part thereof).

“Evergreen Marine” means Evergreen Marine (Singapore) Pte. Ltd., a company incorporated in Singapore whose registered address is at 200 Cantonment Road #12-01 Southpoint, Singapore 089763.

“Evergreen International” means Evergreen International S.A., a company incorporated in Panama whose registered address is at 2nd Floor, MMG Tower, East 53rd Street, Panama, Republic of Panama.

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“F.A. Vinnen” means F.A. Vinnen & Co. (GmbH & Co. KG), a company incorporated in Germany whose registered address is at Altenwall 21, 28195 Bremen, Germany.

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between any of the Arranging Parties, the Facility Agent and the Security Agent and any Obligor setting out any of the fees referred to in Clause 12 (Fees).

“Finance Party” means each Mandated Lead Arranger, each Lead Arranger, each Arranger, the Structuring Bank and Bookrunner, the Facility Agent, the Security Agent, a Hedge Counterparty or a Lender.

“Fund” has the meaning in Clause 30.1 (Assignment and transfer by the Lenders).

“Further Rate Switch Date” means the earlier of any Further Rate Switch Trigger Event Date.

provided that, in each case, at that time, there is no successor administrator to continue to provide Term SOFR;

“General and Charter Assignment” means, in relation to a Ship, the general assignment creating Security over that Ship’s Earnings, its Insurances, any Requisition Compensation, any Assignable Charter and any Charter Guarantee in relation to that Ship in agreed form.

“Group” means the Guarantor and its Subsidiaries for the time being and “member of the Group” shall be construed accordingly.

“Group Vessels” has the meaning given to it in Clause 23.1 (Definitions).

“Hapag-Lloyd” means Hapag-Lloyd AG, a company incorporated in Germany whose registered office is at Ballindamm 25, Hamburg, Germany.

“HanseContor” means HanseContor Shipmanagement GmbH & Co. KG, a company incorporated in Germany whose registered address is at An der Werft 7-11, D-21680 Stade, Germany.

“Hedge Counterparty” means any Original Hedge Counterparty or any Additional Hedge Counterparty.

“Hedge Counterparty Accession Letter” means a document substantially in the form set out in Schedule 13 (Form of Hedge Counterparty Accession Letter).

“Hedge Guarantors” means an Original Hedge Guarantor or any company that accedes to this Agreement as a hedge guarantor in accordance with Clause 2.2 (Substitution of Ships).

“Hedging Agreement” means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by the Guarantor for the purpose of hedging interest payable under this Agreement.

“Hedging Agreement Security” means a hedging agreement security creating Security over the Guarantor’s rights and interests in any Hedging Agreement, in agreed form.

“Holding Company” means, in relation to a person, any other person in relation to which it is a Subsidiary.

“Indemnified Person” has the meaning given to it in Clause 15.2 (Other indemnities).

“Initial Charter” means an Original Initial Charter or a Substitute Initial Charter.

“Initial Charter A” means, in relation to Ship A, the time charter dated 7 January 2014 (as amended and supplemented from time to time) and made among (i) Borrower A, (ii) the Guarantor, (iii) Evergreen Marine as charterer and (iv) Evergreen International as second charterer expiring on 4 March 2026 at a gross daily charter hire rate of $[redacted].

“Initial Charter B” means, in relation to Ship B, the time charter dated 16 January 2004 (as amended and supplemented from time to time) and made between Borrower B and Cosco expiring on 1 February 2024 at a gross daily charter hire rate of $39,600.

“Initial Charter C” means, in relation to Ship C, the time charter dated 5 June 2020 (as amended and supplemented from time to time) and made between Borrower C and Cosco expiring on 1 February 2024 at a gross daily charter hire rate of $39,600.

“Initial Charter D” means, in relation to Ship D, the time charter dated 4 May 2018 (as amended and supplemented from time to time) and made between Borrower D and Maersk expiring on 1 October 2022 at a base rate of $16,000, adjusted pursuant to the terms of a 50:50 profit/loss sharing mechanism based on market conditions with a minimum charter rate of $12,000 and a maximum charter rate of $25,000.

“Initial Charter E” means, in relation to Ship E, the time charter dated 12 February 2021 (as amended and supplemented from time to time) and made between Borrower E and Hapag-Lloyd expiring on 25 January 2023 at a gross daily charter hire rate of $17,750.

“Initial Charter F” means, in relation to Ship F, the time charter dated 28 January 2011 (as amended and supplemented from time to time) and made between Borrower F and MSC expiring on 29 January 2026, at a gross daily charter hire rate of $45,300 until 28 January 2023 and at a gross daily charter hire rate of $35,300 for the period from 29 January 2023 to 29 January 2026.

“Initial Charter G” means, in relation to Ship G, the time charter dated 28 January 2011 (as amended and supplemented from time to time) and made between Borrower G and MSC expiring on 24 February 2026, at a gross daily charter hire rate of $45,300 until 23 February 2023 and at a gross daily charter hire rate of $35,300 for the period from 24 February 2023 to 24 February 2026.

“Initial Charter H” means, in relation to Ship H, the time charter dated 8 January 2018 (as amended and supplemented from time to time) and made between Borrower H and Maersk expiring on 20 January 2026 at a gross daily charter hire rate of $34,730.

“Initial Charter I” means, in relation to Ship I, the time charter dated 16 January 2004 (as amended and supplemented from time to time) and made between Borrower I and Cosco expiring latest by 30 June 2022 at a gross daily charter hire rate of $30,900.

“Initial Charter J” means, in relation to Ship J, the time charter dated 4 January 2018 (as amended and supplemented from time to time) and made between Borrower J and MSC expiring on 18 March 2024, at a gross daily charter hire rate of $7,750 until 18 March 2022 and at a gross daily charter hire rate of $15,000 for the period from 19 March 2022 to 19 March 2024.

“Initial Charter K” means, in relation to Ship K, the time charter dated 27 March 2017 (as amended and supplemented from time to time) and made between Borrower K and Maersk expiring on 24 November 2024 at a gross daily charter hire rate of $14,200.

“Initial Charter L” means, in relation to Ship L, the time charter dated 12 January 2018 (as amended and supplemented from time to time) and made between Borrower L and Cosco expiring latest by 30 June 2022 at a gross daily charter hire rate of $30,900.

“Initial Charter M” means, in relation to Ship M, the time charter dated 12 August 2020 (as amended and supplemented from time to time) and made between Borrower M and [redacted] expiring on 1 October 2024 at a gross daily charter hire rate of [redacted].

“Initial Charter N” means, in relation to Ship N, the time charter dated 27 March 2017 (as amended and supplemented from time to time) and made between Borrower N and Maersk expiring on 17 December 2024 at a gross daily charter hire rate of $14,200.

“Initial Charter O” means, in relation to Ship O, the time charter evidenced, at the time of this Agreement, by a recapitulation email dated 9 September 2021 and made between Borrower O and Zim expiring latest by 29 September 2025 at a gross daily charter hire rate of $62,500.

“Initial Charter P” means, in relation to Ship P, the time charter dated 10 June 2021 (as amended and supplemented from time to time) and made between Borrower P and Maersk expiring on 2 August 2026 at a gross daily charter hire rate of $46,500.

“Initial Charter Q” means, in relation to Ship Q, the time charter dated 13 March 2020 (as amended and supplemented from time to time) and made between Borrower Q and MSC expiring on 1 January 2025 at a gross daily charter hire rate of $31,000.

“Instructions” has the meaning given to it in Clause 5.8 (Prepositioning of funds).

“Interest Payment Date” has the meaning given to it in Clause 9.3 (Payment of interest).

“Interest Period” means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.4 (Default interest).

“Interpolated Term SOFR” means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

“ISM Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

“ISPS Code” means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

“ISSC” means an International Ship Security Certificate issued under the ISPS Code.

“Lease Tranche” means a Tranche to be used to refinance the Existing Indebtedness over a Ship which is under a sale and leaseback financing pursuant to the relevant Existing Agreement.

which in each case has not ceased to be a Party in accordance with this Agreement.

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“Loan” means the aggregate amount of the Advances to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a “part of the Loan” means an Advance, a Tranche or any other part of the Loan as the context may require.

“Lookback Period” means the number of days specified as such in the Benchmark Terms.

“Maersk” means Maersk Line A/S, a company incorporated in Denmark whose registered address is at 50 Esplanaden, 1501 Copenhagen, Denmark.

“Major Casualty” means, in relation to a Ship any casualty to that Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $[redacted] or the equivalent in any other currency.

“Management Agreement” means a Technical Management Agreement or a Commercial Management Agreement.

“Manager’s Undertaking” means the letter of undertaking from the Approved Technical Manager and the letter of undertaking from the Approved Commercial Manager subordinating the rights of the Approved Technical Manager and the Approved Commercial Manager respectively against each Ship and each Borrower to the rights of the Finance Parties in agreed form.

“Market Value” means, in relation to a Ship or any other vessel, at any date, an amount equal to the market value of that Ship or vessel shown by the arithmetic average of two valuations, each addressed to the Facility Agent and prepared:

“Material Adverse Effect” means, in the reasonable opinion of the Majority Lenders, a material adverse effect on:

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

“Mortgage” means, in relation to a Ship, a first priority or, as the case may be, preferred ship mortgage on that Ship in agreed form.

“Mortgage Amendment” means, in relation to a Mortgage, an addendum or, as the case may be, amendment to that Mortgage in agreed form.

“MSC” means MSC - Mediterranean Shipping Company S.A., a company incorporated in Switzerland whose registered office is at 12-14 Chemin Rieu, 1208, Geneva, Switzerland.

“ONE” means Ocean Network Express Pte. Ltd., a company incorporated in Singapore whose registered address is at 7 Straits View, Marina ONE East Tower, #16-01, Singapore 018936.

“Original Borrower” means Borrower A, Borrower B, Borrower C, Borrower D, Borrower E, Borrower F, Borrower G, Borrower H, Borrower I, Borrower J, Borrower K, Borrower L, Borrower M, Borrower N, Borrower O, Borrower P or Borrower Q.

“Original Financial Statements” means, in relation to the Guarantor, the audited consolidated financial statements of the Guarantor for its financial year ended 31 December 2020.

“Original Initial Charter” means Initial Charter A, Initial Charter B, Initial Charter C, Initial Charter D, Initial Charter E, Initial Charter F, Initial Charter G, Initial Charter H, Initial Charter I, Initial Charter J, Initial Charter K, Initial Charter L, Initial Charter M, Initial Charter N, Initial Charter O, Initial Charter P or Initial Charter Q.

“Original Jurisdiction” means, in relation to a Transaction Obligor, the jurisdiction under whose laws that Transaction Obligor is incorporated as at the date of this Agreement.

“Original Ship” means Ship A, Ship B, Ship C, Ship D, Ship E, Ship F, Ship G, Ship H, Ship I, Ship J, Ship K, Ship L, Ship M, Ship N, Ship O, Ship P or Ship Q.

“Original Tranche” means Tranche A, Tranche B, Tranche C, Tranche D, Tranche E, Tranche F, Tranche G, Tranche H, Tranche I, Tranche J, Tranche K, Tranche L, Tranche M, Tranche N, Tranche O, Tranche P or Tranche Q.

“Overseas Regulations” means the Overseas Companies Regulations 2009 (SI 2009/1801).

“Parallel Debt” means any amount which an Obligor owes to the Security Agent under Clause 33.2 (Parallel Debt (Covenant to pay the Security Agent)) or under that Clause as incorporated by reference or in full in any other Finance Document.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“PATRIOT Act” means the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Improvement and Reauthorization Act of 2005 (H.R. 3199).

“Perfection Requirements” means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document.

“Potential Event of Default” means any event or circumstance specified in Clause 29 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Prepositioned Advance” has the meaning given to it in Clause 5.8 (Prepositioning of funds).

“Prohibited Person” means any person (whether designated by name or by reason of being included in a class of persons) against whom Sanctions are directed.

“Protected Party” has the meaning given to it in Clause 13.1 (Definitions).

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“Qualifying Charter” means, in relation to a Ship, a Charter in respect of a Ship:

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Additional Business Days before the first day of that period unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Facility Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

“Rate Switch Date” has the meaning given to it in Clause 8.1 (Switch to Term SOFR).

“Rate Switch Rejection Notice” means a notice from a Lender to the Facility Agent following service of an Election Notice to the effect that it has or will become contrary to any law or regulation applicable to that Lender for it to make, maintain or fund the Loan or any part of the Loan if interest is determined by reference to Term SOFR or to determine or charge interest in respect of the Loan or any part of the Loan by reference to Term SOFR, or it is or will be unlawful for any Affiliate of a Lender for that Lender to do so.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Release” has the meaning given to it in Clause 5.8 (Prepositioning of funds).

“Release Date” means, in relation to a Prepositioned Advance, the date of the Release of that Prepositioned Advance in accordance with Clause 5.8 (Prepositioning of funds).

“Relevant Market” means the market specified as such in the Benchmark Terms.

“Relevant Party” has the meaning given to it in Clause 21.32 (Sanctions).

“Repayment Date” means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan).

“Repayment Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan).

“Repayment Schedule” means the repayment schedule set out in Schedule 11 (Repayment Schedule) as may be amended pursuant to Clause 6.1 (Repayment of Loan) from time to time.

“Repeating Representation” means each of the representations set out in Clause 21 (Representations) except paragraph (c) of Clause 21.3 (Shares and ownership), Clause 21.10 (Insolvency), Clause 21.11 (No filing or stamp taxes), Clause 21.12 (Deduction of Tax), Clause 21.13 (No Default), paragraph (d) of Clause 21.15 (Financial Statements), Clause 21.24 (ISM and ISPS Code Compliance) and Clause 21.25 (Taxes paid) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a “Repeating Representation” or is otherwise expressed to be repeated.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Required Percentage” has the meaning given to it in Clause 27.1 (Minimum Required Security Cover).

“Return Date” has the meaning given to it in Clause 5.8 (Prepositioning of funds).

“RFR Loan” means the Loan any part of a Loan or, if applicable, Unpaid Sum which is not a Term Rate Loan.

“Safety Management Certificate” has the meaning given to it in the ISM Code.

“Sanctions” means any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

“Secured Liabilities” means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under or in connection with each Finance Document.

“Secured Party” means each Finance Party from time to time party to this Agreement, a Receiver or any Delegate.

“Security” means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

“Security Assets” means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Security Cover Ratio” means, at any relevant time, in relation to a Ship which is not employed pursuant to an Approved Charter at the time, (i) the Market Value of that Ship and (ii) the net realisable value of any additional Security previously provided under Clause 27 (Security Cover) (excluding any Dollar Deposit Security) as additional security pursuant to paragraph (b) of Clause 27.2 (Provision of additional Security; prepayment), at the time expressed as a percentage of (i) the Tranche relating to that Ship minus (ii) any Dollar Deposit Security in relation to that Tranche.

“Security Period” means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

“Selection Notice” means a notice substantially in the form set out in Part B of Schedule 4 (Requests) given in accordance with Clause 10 (Interest Periods).

“Ship A” means m.v. “TRITON”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship B” means m.v. “COSCO HELLAS”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship C” means m.v. “YANTIAN”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship D” means m.v. “MAERSK KINGSTON”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship E” means m.v. “SCORPIUS”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship F” means m.v. “MSC ATHENS”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship G” means m.v. “MSC ATHOS”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship H” means m.v. “ULSAN”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship I” means m.v. “COSCO NINGBO”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship J” means m.v. “LUEBECK”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship K” means m.v. “KYPARISSIA”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship L” means m.v. “COSCO GUANGZHOU”, details of which are set out opposite its name in Schedule 3 (Details of Ships).

“Ship M” means m.v. “TRADER”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship N” means m.v. “LEONIDIO”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship O” means m.v. “GLEN CANYON”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship P” means m.v. “METHONI”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship Q” means m.v. “NAVARINO”, details of which are set out opposite its name in Schedule 3 (Details of the Ships).

“Ship Revenues” means, in relation to a Borrower or Substitute Borrower, the Earnings of the Ship owned by that Borrower or Substitute Borrower during the Charter Period.

“Specified Time” means a day or time determined in accordance with Schedule 10 (Timetables).

“Statement of Compliance” means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

“Subordinated Debt Security” means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Security Agent in an agreed form.

“Subordinated Liabilities” means all indebtedness owed or expressed to be owed by the Borrowers to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

“Subordinated Loan Agreement” means a loan agreement made or to be made between (i) a Borrower and (ii) a Subordinated Creditor.

“Subordination Agreement” means a subordination agreement entered into or to be entered into by a Subordinated Creditor and the Security Agent in agreed form.

“Subsidiary” means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

“Substitute Borrower” means a wholly and directly or indirectly owned Subsidiary of the Guarantor incorporated or formed in an Approved Jurisdiction which accedes to this Agreement by way of an Accession Deed in accordance with Clause 2.2 (Substitution of Ships).

“Substitute Initial Charter” has the meaning given to it in Clause 2.2 (Substitution of Ships).

“Substitute Ship” has the meaning given to it in Clause 2.2 (Substitution of Ships).

“Substitute Ship Existing Agreement” means, in relation to a Substitute Ship, the loan agreement or, as the case may be, the bareboat charter entered into, in respect of that Substitute Ship, between the Substitute Borrower being the owner or lessee of that Substitute Ship and the relevant Substitute Ship Existing Creditor prior to the date of the Substitution Option Notice in respect of that Substitute Ship.

“Substitute Ship Existing Creditor” means, in relation to a Substitute Ship, the facility agent or as the case may be, the lender or the lessor under the Substitute Ship Existing Agreement relating to that Substitute Ship.

“Substitute Tranche” has the meaning given to it in Clause 2.2 (Substitution of Ships).

“Substitute Tranche Commitment” means any Commitment in respect of an Original Tranche which is substituted in accordance with Clause 2.2 (Substitution of Ships).

“Substitution Option” has the meaning given to it in Clause 2.2 (Substitution of Ships).

“Substitution Option Notice” has the meaning given to it in Clause 2.2 (Substitution of Ships).

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Credit” has the meaning given to it in Clause 13.1 (Definitions).

“Tax Deduction” has the meaning given to it in Clause 13.1 (Definitions).

“Tax Payment” has the meaning given to it in Clause 13.1 (Definitions).

“Technical Management Agreement” means, in relation to a Ship, the agreement entered into between a Borrower and an Approved Technical Manager or, as the case may be, between two Approved Managers regarding the technical management of that Ship.

“Termination Date” means the date falling on the fifth anniversary of the first Utilisation Date.

“Term Market Disruption Rate” means the percentage rate per annum which is the aggregate of the Term Reference Rate and the Credit Adjustment Spread.

“Term Rate Loan” means the Loan or any part of the Loan or, if applicable, Unpaid Sum which is, or becomes, a “Term Rate Loan” pursuant to Clause 8.1 (Switch to Term SOFR) and has not ceased to be a Term Rate Loan pursuant to any of Clause 8.2 (Switch back to Compounded Reference Rate), paragraph (b) of Clause 11.1 (Unavailability of Term SOFR), Clause 11.2 (Inability to offer or maintain Term SOFR) or Clause 11.3 (Market disruption).

and if, in either case, the aggregate of that rate and the Credit Adjustment Spread is less than zero, the Term Reference Rate shall be deemed to be such a rate that the aggregate of the Term Reference Rate and the Credit Adjustment Spread is zero.

“Term SOFR” means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

“Third Parties Act” has the meaning given to it in Clause 1.5 (Third party rights).

“Total Commitments” means the aggregate of the Commitments, being $500,000,000 at the date of this Agreement.

“Tranche A” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship A under Existing Agreement A or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship A under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche Amount” means the amount specified as such under the column “Tranche Amount” in the Repayment Schedule.

“Tranche B” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship B under Existing Agreement B or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship B under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche C” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship C under Existing Agreement B or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship C under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche D” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship D under Existing Agreement C or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship D under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche E” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship E under Existing Agreement C or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship E under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche G” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship G under Existing Agreement E or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship G under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche H” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship H under Existing Agreement C or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship H under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche J” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship J under Existing Agreement C or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship J under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche K” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship K under Existing Agreement F or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship K under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche L” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship L under Existing Agreement H or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship L under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche M” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship M under Existing Agreement C or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship M under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche N” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship N under Existing Agreement G or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship N under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche O” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship O under Existing Agreement I or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship O under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche P” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship P under Existing Agreement C or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship P under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Tranche Q” means that part of the Loan made or to be made available to the Borrowers in an amount not exceeding the relevant Tranche Amount to refinance the Existing Indebtedness over Ship Q under Existing Agreement J or, as the case may be, the Existing Indebtedness over the relevant Substitute Ship of Ship Q under the relevant Substitute Ship Existing Agreement, and for general corporate purposes or (as the context may require) the principal amount of such borrowing outstanding for the time being.

“Transaction Obligor” means an Obligor, any Approved Manager who is a member of the Group or any other member of the Group who executes a Finance Document.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrowers.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

“UK Bail-In Legislation” means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Establishment” means a UK establishment as defined in the Overseas Regulations.

“Unpaid Sum” means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

“Utilisation Date” means the date of a Utilisation, being the date on which a Tranche is to be made available to the Borrowers under this Agreement.

“Utilisation Request” means a notice substantially in the form set out in Schedule 4 (Requests).

“V.Ships Greece” means V.Ships Greece Ltd., a company incorporated in Bermuda whose registered address is at Par-La-Ville Place 14, Par-La-Ville Road, Hamilton HM08, Bermuda.

“V.Ships Shanghai” means V.Ships (Shanghai) Co., Ltd., a company established and existing under the laws of the People’s Republic of China, having its registered office at F20, 3Fl, #2123 Pudong Avenue, China (Shanghai) Pilot Free Trade Zone, Shanghai, P.R. China.

“Zim” means Zim Integrated Shipping Services Ltd., a company incorporated in Israel whose registered address is at 9 Andre Saharov St., 31016 Haifa, Israel.

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Facility Agent after consultation with the Borrowers.

“approved” means, for the purposes of Clause 25 (Insurance Undertakings), approved in writing by the Facility Agent (such approval not to be unreasonably withheld or delayed).

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

“obligatory insurances” means all insurances effected, or which any Borrower is obliged to effect, under Clause 25 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document.

“policy” includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association managed in London or Gothenburg, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

“war risks” includes the risk of mines and all risks excluded by clauses 29, 30 or 31 of the International Hull Clauses (1/11/02), clauses 29 or 30 of the International Hull Clauses (1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses (Hulls) (1/11/95) or clauses 23, 24 or 25 of the Institute Time Clauses (Hulls)(1/10/83) or any equivalent provisions.

References in Clause 1.1 (Definitions) to any Finance Document being in “agreed form” are to that Finance Document:

Subject to the terms of this Agreement, the Lenders make available to the Borrowers, in up to 10 Advances and up to 17 Tranches, a dollar term loan facility in an aggregate amount not exceeding the Total Commitments in order to refinance Existing Indebtedness in respect of the Ships and for general corporate purposes.

and such updated tables shall replace Part A and Part B of Schedule 1 (The Parties), Schedule 3 (Details of the Ships) and Schedule 11 (Repayment Schedule), respectively. Delivery of an Accession Deed shall constitute confirmation by the relevant Substitute Borrower as Borrower and Hedge Guarantor of the said updated tables.

Each Borrower shall apply all amounts borrowed by it under the Facility only for the purpose stated in the preamble (Background) to this Agreement.

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if:

The Facility Agent shall notify the Borrowers and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent).

If the Majority Lenders, at their discretion, permit the Advance to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrowers shall ensure that that condition is satisfied within 30 days after the relevant Utilisation Date or such later date as the Facility Agent, acting with the authorisation of the Majority Lenders, may agree in writing with the Borrowers.

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Tranche available by the relevant Utilisation Date through its Facility Office.

The Commitments in respect of any Tranche which are unutilised at the end of the Availability Period for such Tranche shall then be cancelled.

Payment by the Facility Agent under Clause 5.6 (Retentions and payment to third parties) to a person and account other than a Borrower and the Borrowers’ account but specified in a Utilisation Request, shall constitute the making of the relevant Advance and the Borrowers shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s participation in that Advance.

Provided that, if a Tranche is utilised on a date falling after three Months from the first Utilisation Date, the Borrowers shall repay that Tranche by:

On the Termination Date, the Borrowers shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

For purposes of this Clause 7.1 (Illegality), any provision of Council Regulation (EC) 2271/1996 (in conjunction with Commission Delegated Regulation EU 2018/1100) or any similar applicable anti-boycott law or regulation to which a Lender or its Affiliate may be subject shall, at the option of that Lender, not be considered.

The Borrowers may, if they give the Facility Agent not less than 5 Banking Days (or such shorter period as the Majority Lenders and the Facility Agent may agree) prior written notice, prepay the whole or any part of the Loan freely and without penalty, subject to any Break Costs, on any day of an Interest Period (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of $500,000) provided that there may be no more than six voluntary prepayments made by the Borrowers under this Clause 7.4 (Voluntary prepayment of Loan) in each 12-month period.

If a Ship is sold (without prejudice to paragraph (a) of Clause 24.11 (Disposals)) or becomes a Total Loss, the Borrowers shall on the Relevant Date repay the Tranche applicable to that Ship together with accrued interest, any Break Costs and all other amounts accrued under the Finance Documents.

If at the end of the Availability Period the aggregate Debt Adjusted Age of the Ships is greater than 11.5 years the Borrowers shall promptly prepay the Loan or any part thereof and in such amount so that immediately following such prepayment the aggregate Debt Adjusted Age of the Ships is equal to or less than 11.5 years. For the avoidance of doubt, the Borrowers shall have the right to select which Tranche or, as the case may be, Tranches, or part thereof, such prepayment shall be applied against.

If at the end of the Availability Period without the prior written approval of the Facility Agent (acting on the instructions of all the Lenders) the aggregate amount of the Loan utilised by the Borrowers is equal to or less than $400,000,000:

the Borrowers may, whilst the situation in relation to the relevant Lender continues, give the Facility Agent 5 Business Days’ prior written notice of cancellation of the Commitment of that Lender and their intention to procure the repayment of that Lender’s participation in the Loan or give the Facility Agent notice of their intention to replace that Lender in accordance with paragraph (d) below.

Any prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality), Clause 7.6 (Right of cancellation in relation to a Defaulting Lender) or Clause 7.9 (Right of replacement or repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that part of the Loan.

Subject to Clause 8.3 (Delayed switch for Term Rate Loans), if a rate switch has occurred pursuant to Clause 8.1 ( Switch to Term SOFR), on and from the Further Rate Switch Date:

If the Further Rate Switch Trigger Event Date falls before the last day of an Interest Period for a Term Rate Loan:

The rate of interest on each Term Rate Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

The Borrowers shall pay accrued interest on each Tranche or any part thereof on the last day of each Interest Period (each an “Interest Payment Date”).

Subject to the provisions of any Hedging Agreement and without prejudice to its rights and obligations under any Hedging Agreement, at the request of the Guarantor, each Hedge Counterparty agrees to cooperate and negotiate with the Guarantor, acting in good faith and a commercially reasonably manner, with a view to applying, if agreed, a replacement rate in place of the Compounded Reference Rate or Term Reference Rate, as applicable (the “Applicable Replacement Rate”) under its Hedging Agreement in sufficient time prior to the Rate Switch Date or Further Rate Switch Date, as the case may be, so as to allow such Hedging Agreement to continue in accordance with its terms (as amended in accordance with such Applicable Replacement Rate). In particular, at the request of the Guarantor the Hedge Counterparty agrees to enter into negotiations with the Guarantor, acting in good faith and a commercially reasonably manner, with a view to providing that (i) any Applicable Replacement Rate will be determined to align such Hedging Agreement to the use of the replacement benchmark rate, base rate or reference rate that is or is proposed to be used under this Agreement (including, without limitation, including any adjustments to reduce or eliminate, any transfer of economic value from one party to another as a result of the application of that replacement benchmark rate, base rate or reference rate under the Hedging Agreement); and (ii) any amendments made to apply an Applicable Replacement Rate under the Hedging Agreement will be effected, where applicable, at the same time as corresponding amendments are made to apply a replacement benchmark rate, base rate or reference rate under this Agreement.

If any Lender gives notice in writing to the Facility Agent that it has or will become contrary to any law or regulation applicable to it for it to make, maintain or fund the Loan or any part of the Loan if interest is determined by reference to Term SOFR or to determine or charge interest in respect of the Loan or any part of the Loan based upon Term SOFR, or it becomes unlawful for any Affiliate of a Lender for that Lender to do so, then the Facility Agent shall promptly notify the Borrowers and for any Interest Period commencing whilst the situation in relation to the relevant Lender continues, the Loan or any part of the Loan shall be an “RFR Loan” for that Interest Period and Clause 9.1 (Calculation of Interest – RFR Loans) shall apply to the Loan, or any part of the Loan for that Interest Period.

If, in relation to a Term Rate Loan, before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notification from a Lender or Lenders (whose participations in that Term Rate Loan exceed 50 per cent. of that Term Rate Loan) that its cost of funds relating to its participation in that Term Rate Loan would be in excess of the Term Market Disruption Rate, the Loan or the relevant part of the Loan shall be an “RFR Loan” for that Interest Period and Clause 9.1 (Calculation of Interest – RFR Loans) shall apply to the Loan, or that part of the Loan for that Interest Period.

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

The Obligors shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability which that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document (Provided that the Obligors shall not be obliged to pay or indemnify a Secured Party against any such cost, loss or liability incurred in relation to any stamp duty, registration or other similar Taxes payable in connection with the entry into of a Transfer Certificate unless (i) an Event of Default is continuing or (ii) such Transfer Certificate relates to the replacement of a Lender pursuant to Clause 7.9 (Right of replacement or repayment and cancellation in relation to a single Lender) or Clause 30.11 (Replacement of a Defaulting Lender)).

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

that Obligor shall, as an independent obligation, on demand, indemnify each Secured Party to which that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Obligors shall, within 30 days of demand, pay the Facility Agent, the Security Agent and each Arranging Party the amount of all documented costs and expenses reasonably incurred by any Secured Party in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

the Obligors shall, within 30 days of demand, reimburse each of the Facility Agent and the Security Agent for the amount of all documented costs and expenses (including legal fees) reasonably incurred by each Secured Party in responding to, evaluating, negotiating or complying with or implementing that request, requirement or actual or contemplated agreement.

The Obligors shall, on demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

The Borrowers shall promptly on demand reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by each Secured Party in connection with: (a) any amendment, waiver or consent relating to (i) the transition to the Term Reference Rate; (ii) any transition from the Term Reference Rate back to the Compounded Reference Rate; (iii) any screen rate replacement language or mechanics; (iv) any change arising as a result of an amendment required under Clause 45.4 (Changes to reference rates); or (b) the negotiation or entering into of any Benchmark Supplement or Compounding Methodology Supplement.

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Transaction Obligor under the Finance Documents (other than any Hedging Agreement and any Hedging Agreement Security), regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 18 (Guarantee and Indemnity) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of the Guarantor under this Clause 18 (Guarantee and Indemnity) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 18.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 18 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:

The Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 18 (Guarantee and Indemnity). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Until all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may:

All rights which the Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, the Guarantor will not exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18 (Guarantee and Indemnity):

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 36 (Payment Mechanics).

This guarantee is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several.

Each Borrower declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement and the Finance Documents and no Borrower shall, in any circumstances, be construed to be a surety for the obligations of any other Borrower under this Agreement.

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Borrower will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Guarantor under the Hedging Agreements, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Hedge Guarantor under this Clause 20 (Guarantee and Indemnity – Hedge Guarantors) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of each Hedge Guarantor under this Clause 20 (Guarantee and Indemnity – Hedge Guarantors) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 20.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 20 (Guarantee and Indemnity – Hedge Guarantors) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:

Each Hedge Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 20 (Guarantee and Indemnity – Hedge Guarantors). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Until all amounts which may be or become payable by the Guarantor under or in connection with the Hedging Agreements have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may:

All rights which each Hedge Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, no Hedge Guarantor will exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 20 (Guarantee and Indemnity – Hedge Guarantors):

If a Hedge Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 36 (Payment Mechanics).

This guarantee and any other Security given by a Hedge Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

Clauses 20.2 (Continuing guarantee), 20.3 (Reinstatement), 20.4 (Waiver of defences), 20.5 (Immediate recourse), 20.6 (Appropriations), 20.7 (Deferral of Hedge Guarantors’ rights) and 20.8 (Additional security) shall apply, with any necessary modifications, to any Security which a Hedge Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

Each Obligor makes the representations and warranties set out in this Clause 21 (Representations) to each Finance Party on the date of this Agreement or, in the case of a Substitute Borrower, on and from the date of the Accession Deed to which it is a party.

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

has been taken or, to its knowledge, threatened in relation to any Transaction Obligor; and none of the circumstances described in Clause 29.7 (Insolvency) applies to a Transaction Obligor.

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except for the registration of the Mortgage at the ship registry of the Approved Flag.

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

It has not (and no other Transaction Obligor has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

All applicable Environmental Laws relating to the ownership, operation and management of each Ship and the business of each Transaction Obligor (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

No Environmental Claim has been made or threatened against any Transaction Obligor or any Ship which might reasonably be expected to have a Material Adverse Effect.

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

All requirements of the ISM Code and the ISPS Code as they relate to each Borrower, each Approved Manager and each Ship have been complied with.

No Borrower has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

No Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.

It has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

No Obligor has or will establish, or do anything as a result of which it would be deemed to have, a place of business in England or the United States of America.

No Obligor has any employees, other than the crew employed by each Borrower in respect of the Ship owned by that Borrower, or any liabilities under any pension scheme other than any pension scheme crew liabilities for the Borrowers. For the purposes of this Clause 21.31 (No employee or pension arrangements) directors and officers shall not be considered employees.

Without prejudice to the generality of Clause 3.1 (Purpose), in relation to the borrowing by the Borrowers of the Loan, the performance and discharge of each Obligor’s obligations and liabilities under the Finance Documents, and the transactions and other arrangements effected or contemplated by the Finance Documents to which an Obligor is a party, each Obligor confirms:

No Obligor nor any of its assets is entitled to immunity on grounds of sovereignty or otherwise from any legal action or proceeding (including, without limitation, suit, attachment prior to judgement, execution or other enforcement).

It has not taken any corporate action nor have any other steps been taken or legal proceedings been started or threatened against it for its reorganisation, winding-up, dissolution or administration or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or any or all of its assets.

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period.

The undertakings in this Clause 22 (Information Undertakings) remain in force on and from the date of this Agreement or, in the case of a Substitute Borrower, on and from the date of the Accession Deed to which it is a party and throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

Each Obligor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

Each Obligor shall, and shall procure that each other Transaction Obligor shall, notify the Facility Agent of:

in each case, promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Facility Agent shall notify the Obligors accordingly and each Obligor shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event each Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

If an Obligor notifies the Facility Agent under sub-paragraph (i) or (v) of paragraph (c) above, all information to be provided by the Obligors under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

obliges a Finance Party (or, in the case of sub-paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself or on behalf of any other Finance Party) or any Lender (for itself or, in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for such Finance Party or, in the case of the event described in sub-paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

“Accounting Information” means, in respect of a Compliance Date, (i) the annual audited consolidated financial statements of the Guarantor or (ii) the interim semi-annual unaudited consolidated financial statements of the Guarantor to be provided by the Guarantor to the Facility Agent in accordance with Clause 22.2 (Financial statements) in relation to that Compliance Date;

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

“Compliance Date” means each of 30 June and 31 December of a financial year of the Guarantor;

“EBITDA” means, in relation to a Compliance Date and always on a consolidated basis of the Group, the amount in dollars remaining after deducting from the Revenues for the 12-month period ending on that Compliance Date:

in each case, as evidenced in the relevant Accounting Information applicable to that period.

“Group Vessels” means, together, at any relevant time, the Fleet Vessels and JV Vessels from time to time, and in the singular, means any of them;

“Fleet Vessels” means, together, in relation to a Compliance Date, all vessels from time to time (wholly or partly, directly or indirectly) owned or demise chartered only by means of a finance lease by members of the Group (including, without limitation, the Ships) which, at the relevant time, are included within the Total Assets of the Group in the relevant Accounting Information, and, in the singular, means any of them;

“JV Vessels” means, together, in relation to a Compliance Date, all vessels jointly owned or demise chartered only by means of a finance lease by CVI and a third party at that Compliance Date and, in the singular, means any of them;

“Market Value Adjusted CVI” means, in respect of a Compliance Date and each JV Vessel, the relevant Percentage of the aggregate of (i) the Market Value of such JV Vessel plus (ii) the value of the total assets of the register owner or demise charterer (by means of a finance lease) of such JV Vessel, except the book value of such JV Vessel, as each of these assets and book value are shown in the relevant financial statements of such owner or (as the case may be) charterer minus (iii) the total liabilities of the register owner or demise charterer (by means of a finance lease) of such JV Vessel, as these liabilities are shown in the relevant financial statements of such owner or (as the case may be) charterer, in each case in relation to that Compliance Date;

“Market Value Adjusted Net Worth” means, in respect of a Compliance Date, the amount by which the Market Value Adjusted Total Assets exceed the Total Liabilities, in each case in relation to that Compliance Date;

“Market Value Adjusted Total Assets” means, in respect of a Compliance Date, the Total Assets adjusted to reflect (A) the Market Value of all Fleet Vessels (by substituting the book value of each Fleet Vessel as specified in the relevant Accounting Information with the Market Value of that Fleet Vessel as of the relevant Compliance Date) and (B) the Market Value Adjusted CVI for all JV Vessels (by substituting the book value of CVI as specified in the relevant Accounting Information with the Market Value Adjusted CVI for all JV Vessels as of the relevant Compliance Date);

“Net Interest Expenses” means, in respect of Compliance Date and the 12-month period ending thereon, the aggregate of all interest, commitment and other fees, commissions, discounts and other costs, charges or expenses accruing due from all the members the Group during that period less interest income received, determined on a consolidated basis in accordance with GAAP for that period and as shown in the relevant Accounting Information applicable to that period;

“Percentage” means, in relation to a JV Vessel at a Compliance Date, the percentage of the issued share capital of the registered owner or demise charterer (by means of a finance lease) of such JV Vessel held by CVI as of that Compliance Date;

“Revenues” means, in relation to the Group and for a Compliance Date, the revenues shown as such in the relevant Accounting Information applicable to the 12-month period ending on that Compliance Date;

“Total Assets” means, in respect of a Compliance Date, the aggregate value of all assets of the Group evidenced in the relevant Accounting Information for that Compliance Date;

“Total Debt” means, in respect of a Compliance Date, the aggregate on a consolidated basis of the Group of all short term interest bearing bank debt and finance lease obligations included in the relevant Accounting Information under current liabilities for that Compliance Date plus the long term interest bearing bank debt and finance lease obligations for that Compliance Date; and

“Total Liabilities” means, in respect of a Compliance Date, the Total Assets less the aggregate of value of the stockholders’ equity (including minority interests and provisions) of the Group as shown in, each case, the relevant Accounting Information for that Compliance Date.

The Guarantor shall ensure that on each Compliance Date (falling on 30 June and 31 December respectively) of each financial year of the Guarantor:

The financial covenants set out in Clause 23.2 (Financial covenants) shall be determined as of each Compliance Date (on a 12-month trailing basis in the case of the financial covenant set out in paragraph (b) of Clause 23.2 (Financial covenants)) by reference to the relevant semi-annual or, as applicable, annual Accounting Information delivered pursuant to Clause 22.2 (Financial statements) and the relevant Compliance Certificate delivered pursuant to Clause 22.3 (Compliance Certificate).

The undertakings in this Clause 24 (General Undertakings) remain in force on and from the date of this Agreement or, in the case of a Substitute Borrower, on and from the date of the Accession Deed to which it is a party and throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit in writing (such permission not be unreasonably withheld in the case of Clause 24.12 (Merger) and paragraph (c) of Clause 24.22 (Constitutional documents and Original Jurisdiction)).

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of each Ship to enable it to:

Each Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

Each Obligor shall, and shall procure that each other Transaction Obligor will promptly upon becoming aware of the same, inform the Facility Agent in writing of:

where the claim, if determined against that Transaction Obligor, has or is reasonably likely to have a Material Adverse Effect.

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly inform the Facility Agent if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Facility Agent regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

Each Obligor shall, and shall procure that each other Transaction Obligor will, ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction Provided that the prior written consent of the Facility Agent is not required in the case of a merger, amalgamation, demerger, consolidation or corporate reconstruction of the Guarantor where, in each case, the Guarantor remains the surviving entity of such event and so long as no Event of Default has occurred and is continuing or would result from such event.

No Borrower shall incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.

No Obligor shall declare, make or pay any dividend or other distribution (whether in cash or in kind) on or in respect of its shares (or any class of its shares) (each, a “Distribution”) while an Event of Default is continuing or would result and be continuing from such Distribution.

The undertakings in this Clause 25 (Insurance Undertakings) apply to a Borrower and its Ship and remain in force throughout the period commencing on the Utilisation Date of the Tranche relevant to that Ship and ending on the date that Borrower is released pursuant to Clause 7.12 (Release of Transaction Obligors) except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

In addition to the terms set out in Clause 25.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory insurances effected by it shall:

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

Each Borrower shall ensure that the Approved Brokers provide the Security Agent with:

Each Borrower shall ensure that any protection and indemnity and/or war risks associations in which its Ship is entered provide the Security Agent with:

Each Borrower shall ensure that all policies relating to obligatory insurances are deposited with the Approved Brokers through which the insurances are effected or renewed if issued in physical form.

Each Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce copies of all relevant receipts when so required by the Facility Agent or the Security Agent.

Each Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect as long as required by such association.

Following the occurrence of an Event of Default and while the same is continuing, each Borrower shall provide the Security Agent, at the time of each such communication, with copies of all written communications between that Borrower and:

Each Borrower shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated person) reasonably requests for the purpose of:

and the Borrowers shall, within three (3) Business Days of demand, indemnify the Security Agent in respect of all reasonable and documented (to the extent that such information is available to the Facility Agent) fees and other expenses incurred by or for the account of the Security Agent in connection with any such report as is referred to in paragraph (a) above once per year or at any time where an Event of Default is continuing.

The undertakings in this Clause 26 (Ship Undertakings) apply to a Borrower and its Ship and remain in force throughout the period commencing on the Utilisation Date of the Tranche relevant to that Ship and ending on the date that Borrower is released pursuant to Clause 7.12 (Release of Transaction Obligors) except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit in writing (such authorisation not to be (i) unreasonably withheld or delayed in the case of paragraph (c) of Clause 26.2 (Ship’s names and registration) and paragraphs (a), (b) and (c) of Clause 26.16 (Restrictions on chartering, appointment of managers etc.) and (ii) unreasonably withheld in the case of paragraph (d) of Clause 26.16 (Restrictions on chartering, appointment of managers etc.)).

Each Borrower shall keep the Ship owned by it in a good and safe condition and state of repair so as to maintain the Approved Classification free of overdue recommendations and conditions.

If required by the Facility Agent in writing each Borrower shall instruct the Approved Classification Society:

No Borrower shall make any modification or repairs to, or replacement of, any Ship or equipment installed on it which would or might materially and adversely alter the structure, type or performance characteristics of that Ship or materially reduce its value.

Each Borrower shall submit the Ship owned by it regularly to all periodic or other surveys which may be required for classification purposes (but, which for the avoidance of doubt, shall not restrict any Borrower asking for an extension of a survey whenever that Borrower considers appropriate to do so) and, if so required by the Facility Agent (acting on the instructions of the Majority Lenders), provide the Facility Agent, with copies of all survey reports.

Each Borrower shall permit the Security Agent (acting through surveyors or other persons appointed by it for that purpose) to board the Ship owned by it at all reasonable times but with prior notice to the Borrowers to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.

including the ISM Code, the ISPS Code, all Sanctions, the applicable laws of the Approved Flag and all Environmental Laws, if failure to do any of the above (other than in respect of Sanctions, the ISM Code and/or the ISPS Code) has or is reasonably likely to have a Material Adverse Effect or, in the reasonable opinion of the Majority Lenders, a material adverse effect on the business, operations or financial condition of that Borrower;

Without limiting paragraph (a) of Clause 26.10 (Compliance with laws etc.), each Borrower shall:

Without limiting Clause 26.10 (Compliance with laws etc.), each Borrower shall procure:

No Borrower shall cause or permit any Ship to enter or trade to any zone which is declared a war zone by any government or by that Ship’s war risks insurers unless that Borrower has effected any special, additional or modified insurance cover which that Ship’s underwriters may require and such additional insurance shall be deemed to be part of the Insurances and of the Secured Assets (as defined in the General and Charter Assignment).

Without prejudice to Clause 22.6 (Information: miscellaneous) each Borrower shall promptly, in respect of the Ship owned by it, provide the Facility Agent with any information which it requests regarding:

and, upon the Facility Agent’s request, promptly provide copies of any current Charter relating to that Ship, of any current guarantee of any such Charter, the Ship’s Safety Management Certificate and any relevant Document of Compliance.

Each Borrower shall, in respect of the Ship owned by it, immediately notify the Facility Agent by email, confirmed forthwith by letter, of:

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

Each Borrower shall keep the relevant Mortgage registered against the Ship owned by it as a valid first priority or, as the case may be, preferred mortgage, and if required by the laws of the relevant Approved Flag, carry on board that Ship a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the master’s cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Borrower to the Security Agent.

No Borrower shall enter into any agreement or arrangement for the sharing of any Earnings.

If a Borrower enters into any Assignable Charter it shall as soon as practicable after the date of such Assignable Charter serve a notice of assignment in agreed form under the General and Charter Assignment to which it is a party in respect of that Assignable Charter and any related Charter Guarantee on, and each Borrower shall use reasonable commercial endeavours to procure its acknowledgement by, the relevant charterer and any charter guarantor in accordance with the terms of such General and Charter Assignment and shall additionally deliver to the Facility Agent such other documents equivalent to those referred to at paragraph 4 of Part A of Schedule 2 (Conditions Precedent) in relation to that Assignable Charter and, applicable, that Charter Guarantee.

The Borrowers shall, upon the request of any Lender (at the cost of the requesting Lender), supply or procure the supply to the Facility Agent of all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance relating to each Ship for the preceding calendar year (commending with the financial year ending 31 December 2021), provided always that no Lender shall publicly disclose such information with the identity of the Ship without the prior written consent of the Borrowers and, for the avoidance of doubt, such information shall be “Confidential Information” for the purposes of Clause 46 (Confidential Information).

The Borrowers confirm that throughout the Security Period, they will ensure that if a Ship is sold with the intention of being scrapped, it will be sold to an intermediary which is not an Affiliate, and such intermediary will undertake to dismantle that Ship in a socially and environmentally responsible manner in accordance with the provisions of The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009.

“Required Percentage” means, in relation to a Ship, at any relevant time during which that Ship is not employed pursuant to an Approved Charter, an amount equal to 115 per cent. expressed as a percentage of (i) the Tranche to which that Ship relates minus (ii) the amount of any Dollar Deposit Security in relation to that Tranche, in each case, at the time.

The net realisable value of any additional security which is provided under Clause 27.2 (Provision of additional security; prepayment) and which consists of:

Any valuation under this Clause 27 (Security Cover) shall be binding and conclusive as regards each Borrower.

Any prepayment pursuant to Clause 27.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation) and shall be applied against the relevant Tranche and the Repayment Instalments for that Tranche for each Repayment Date falling after that prepayment of such Tranche will be reduced pro rata by the amount of that Tranche repaid or prepaid.

No Borrower may, without the prior consent of the Facility Agent, maintain any bank account other than its Earnings Account.

Each Borrower shall ensure that subject only to the provisions of the General and Charter Assignment to which it is a party, all the Earnings in respect of the Ship owned by it are paid into its Earnings Account.

Each Borrower shall be entitled to withdraw freely any sums standing to the credit of its Earnings Account Provided that no Event of Default has occurred which is continuing at any relevant time or will result from such withdrawal.

Each of the events or circumstances set out in this Clause 29 (Events of Default) is an Event of Default except for Clause 29.18 (Acceleration) and Clause 29.19 (Enforcement of security).

A Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

A breach occurs of Clause 4.4 (Waiver of conditions precedent), Clause 21.32 (Sanctions), Clause 23 (Financial Covenants), Clause 24.9 (Title), Clause 24.10 (Negative pledge), Clause 24.18 (Sanctions), Clause 25.2 (Maintenance of obligatory insurances), Clause 25.3 (Terms of obligatory insurances), Clause 25.5 (Renewal of obligatory insurances), Clause 26.12 (Sanctions and Ship trading) or, save to the extent such breach is a failure to pay and therefore subject to Clause 29.2 (Non-payment), Clause 27 (Security Cover).

Any representation or statement made or, when repeated pursuant to the Finance Documents, deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made unless in the event of a representation repeated pursuant to the Finance Documents, deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with the Finance Document, the relevant representation or statement can be repeated within 10 Business Days of the date on which the Facility Agent notifies the Borrowers of its not being true and accurate and on the date of such repetition it is not incorrect or misleading in any respect.

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

Paragraphs (a) to (d) both inclusive above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 30 days of commencement.

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects all or substantially all of the assets of an Obligor (other than an arrest or detention of any Ship referred to in Clause 29.13 (Arrest)) and is not discharged within 30 days.

Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy.

Any Obligor suspends or ceases to carry on all or a material part of its business.

Any arrest of a Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the relevant Borrower within 30 days of such arrest or detention (or any other longer period as may be agreed in writing by the Borrowers and the Facility Agent (acting with the authorisation of the Majority Lenders)).

The authority or ability of any Transaction Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Transaction Obligor or any of its assets other than:

A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security.

Any litigation, arbitration or administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or any judgment or order of a court, arbitral body or agency is made, in relation to any of the Finance Documents or the transactions contemplated in any of the Finance Documents or against any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect.

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

On and at any time after the occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders:

and the Facility Agent may serve notices under sub-paragraphs (i), (ii) and (iii) of paragraph (a) above simultaneously or on different dates and any Servicing Party may take any action referred to in paragraph (b) above or Clause 29.19 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice.

On and at any time after the occurrence of an Event of Default which is continuing the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 29.18 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

Subject to this Clause 30 (Changes to the Lenders and Hedge Counterparties), a Lender (the “Existing Lender”) may:

under the Finance Documents to another bank or financial institution which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”) Provided that a private equity fund, credit fund or hedge fund or any of their subsidiaries or Affiliates or a Related Fund of any such private equity fund, credit fund or hedge fund (each, a “Fund”) may not be construed to constitute a bank or a financial institution for the purposes of this Clause 30.1 (Assignments and transfers by the Lenders) unless an Event of Default has occurred and is continuing, in which case an assignment or transfer by the Existing Lender to a Fund will be permitted and will not require the consent of any Obligor.

An Obligor will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by that Obligor within that time.

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (f) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $3,000.

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrowers a copy of that Transfer Certificate or Assignment Agreement.

In addition to the other rights provided to Lenders under this Clause 30 (Changes to the Lenders and Hedge Counterparties), each Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

If any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within 10 Business Days of that request being made (unless the Borrowers and the Facility Agent agree to a longer time period in relation to any request):

has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents,

that Defaulting Lender’s Commitment under the Loan will be reduced by the amount of its Available Commitment under the Loan and, to the extent that that reduction results in that Defaulting Lender’s Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above.

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

A Sub-participation and/or Assignment pursuant to this Clause 30.14 (Sub-participation for the purpose of securitisation; subrogation assignment) shall:

No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents without the prior written consent of the Facility Agent (acting on the instructions of all the Lenders).

the Security Agent may release the asset(s) being disposed of from any security over those assets created by a Security Document. However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any).

Except as specifically provided in the Finance Documents, no Arranging Party has any obligations of any kind to any other Party under or in connection with any Finance Document.

Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause 36.5 (Application of receipts; partial payments).

The Facility Agent and any Arranging Party may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

unless such error or such loss was directly caused by the Facility Agent’s gross negligence or wilful misconduct.

Neither the Facility Agent nor any Arranging Party is responsible or liable for:

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

on behalf of any Finance Party and each Finance Party confirms to the Facility Agent and each Arranging Party that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or that Arranging Party.

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and that Lender, by notice to the Facility Agent, requires it to resign.

unless it has received not less than five Business Days’ prior notice from that Lender or Hedge Counterparty to the contrary in accordance with the terms of this Agreement.

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Facility Agent and each Arranging Party that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

Each Secured Party confirms that each of the Arranging Parties and the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by that Arranging Party or the Facility Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

Without prejudice to Clause 32.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:

and, in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

(whether arising under this Clause 32.21 (Amounts paid in error) or otherwise) which relate to an Erroneous Payment will be affected by any act, omission, matter or thing which, but for this paragraph (b), would reduce, release or prejudice any such obligation or remedy (whether or not known by the Facility Agent or any other Party).

and the Corresponding Debt of an Obligor shall be decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged,

in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.

The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent.

the Security Agent shall do so having regard to the interests of all the Secured Parties.

The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

unless such error or such loss was directly caused by the Security Agent’s gross negligence or wilful misconduct.

None of the Security Agent, any Receiver or Delegate is responsible or liable for:

on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

Each Secured Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.

and the Security Agent shall give prior notice to the Borrowers and the Finance Parties of that appointment.

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.

Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction, authority or further confirmation from any other Secured Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.

All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause 33.2 (Parallel Debt (Covenant to pay the Security Agent)) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 33 (The Security Agent), the “Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 33 (The Security Agent)), in the following order of priority:

Following enforcement of any of the Transaction Security, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment to the Facility Agent for application in accordance with Clause 33.27 (Application of receipts) in respect of:

that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the future.

Prior to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 33.27 (Application of receipts) the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Agent’s discretion in accordance with the provisions of Clause 33.27 (Application of receipts).

If any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement.

In consideration for the covenants given to the Security Agent by each Obligor in relation to Clause 33.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent agrees with each Obligor to apply all moneys from time to time paid by such Obligor to the Security Agent in accordance with the foregoing provisions of this Clause 33 (The Security Agent).

Without prejudice to Clause 33.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:

and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from a Transaction Obligor other than in accordance with Clause 36 (Payment Mechanics) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then:

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 36.5 (Application of receipts; partial payments) towards the obligations of that Transaction Obligor to the Sharing Finance Parties.

On a distribution by the Facility Agent under Clause 35.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 36.3 (Distributions to a Transaction Obligor) and Clause 36.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London), as specified by that Party or, in the case of an Advance, to such account of such person as may be specified by the Borrowers in a Utilisation Request.

The Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause 37 (Set-Off)) apply any amount received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred:

In each case such payments must be made on the due date for payment under the Finance Documents.

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

A Finance Party may, whilst an Event of Default is continuing, set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by letter.

The address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

or any substitute address or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days’ notice.

and, if a particular department or officer is specified as part of its address details provided under Clause 39.2 (Addresses), if addressed to that department or officer.

Promptly upon receipt of notification of an address or change of address pursuant to Clause 39.2 (Addresses) or changing its own address, the Facility Agent shall notify the other Parties.

Subject to the proviso in paragraph (c) of Clause 39.3 (Delivery), if the Facility Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Facility Agent, communicate with each other directly and (while the Facility Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Facility Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Facility Agent has been appointed.

Notwithstanding anything in Clause 1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include any Hedging Agreement entered into by the Guarantor with a Hedge Counterparty in connection with the Facility.

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

Any settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional upon no security or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of a Secured Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

If the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purported payment or discharge of an obligation of that Transaction Obligor to a Secured Party under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

Subject to Clause 45.4 (Changes to reference rates), an amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates to:

(except in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);

may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Obligors.

“Published Rate Replacement Event” means, in relation to a Published Rate:

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Reference Rate” will be the replacement under sub-paragraph (ii) above;

Without prejudice to the generality of Clauses 1.2 (Construction), 18.4 (Waiver of defences), 19.2 (Waiver of defences) and 20.4 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 46.2 (Disclosure of Confidential Information), Clause 46.4 (Disclosure to numbering service providers) and Clause 46.7 (Data Protection) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

This Clause 46 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

Where any of the Finance Parties (the “Processor”) has been supplied by any Transaction Obligor with personal data of third party individuals, such Transaction Obligor confirms that it has provided such individuals with the information as is required under data protection legislation applicable at the time of the provision of such information, which includes but it not limited to, the identity of the Processor, the purpose for processing, how the Processor and/or such individuals might exercise their rights under the legislation and that the Processor as a global corporate may transfer their data to countries that do not offer the same level of protection.

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrowers:

The obligations in this Clause 46 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Exhibit 99.1

COSTAMARE INC.

Condensed Consolidated Balance Sheets

As of December 31, 2021 and March 31, 2022

(Expressed in thousands of U.S. dollars)

	December 31, 2021			March 31, 2022
ASSETS	(Audited)			(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents (Note 1)	$	276,002		$	407,523
Restricted cash (Note 1)		8,856			10,409
Accounts receivable, net (Note 3)		20,978			18,018
Inventories (Note 6)		21,365			20,150
Fair value of derivatives (Notes 19 and 20)		-			1,956
Insurance claims receivable		3,970			3,141
Time charter assumed (Note 13)		198			198
Accrued charter revenue (Note 13)		7,361			7,715
Short-term investments (Note 5)		-			19,992
Prepayments and other assets		8,595			11,505
Vessels held for sale (Note 7)		78,799			143,706
Total current assets		426,124			644,313
FIXED ASSETS, NET:
Right-of-use assets (Note 12)		191,303			189,393
Vessels and advances, net (Note 7)		3,650,192			3,592,345
Total fixed assets, net		3,841,495			3,781,738
OTHER NON-CURRENT ASSETS:
Equity method investments (Notes 2 and 10)		19,872			19,032
Accounts receivable, net, non-current (Note 3)		5,076			5,201
Deferred charges, net (Note 8)		31,859			32,852
Restricted cash, non-current (Note 1)		68,670			69,986
Time charter assumed, non-current (Note 13)		667			618
Accrued charter revenue, non-current (Note 13)		8,183			8,219
Fair value of derivatives, non-current (Notes 19 and 20)		3,429			17,530
Other non-current assets (Note 5)		1,666			-
Total assets	$	4,407,041		$	4,579,489
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, net of deferred financing costs (Note 11)	$	272,365		$	324,617
Accounts payable		18,865			8,651
Due to related parties (Note 3)		1,694			3,726
Finance lease liabilities, net (Note 12)		16,676			16,723
Accrued liabilities		27,304			36,258
Unearned revenue (Note 13)		23,830			21,496
Fair value of derivatives (Notes 19 and 20)		6,876			2,969
Other current liabilities		2,417			4,642
Total current liabilities		370,027			419,082
NON-CURRENT LIABILITIES:
Long-term debt, net of current portion and deferred financing costs (Note 11)		2,169,718			2,168,578
Finance lease liabilities, net of current portion (Note 12)		99,689			95,500
Fair value of derivatives, non-current portion (Notes 19 and 20)		7,841			7,701
Unearned revenue, net of current portion (Note 13)		33,867			34,411
Total non-current liabilities		2,311,115			2,306,190
COMMITMENTS AND CONTINGENCIES (Note 14)
STOCKHOLDERS’ EQUITY:
Preferred stock (Note 15)		-			-
Common stock (Note 15)		12			12
Additional paid-in capital (Note 15)		1,386,636			1,392,699
Retained earnings		341,482			442,494
Accumulated other comprehensive income / (loss) (Notes 19 and 21)		(2,231	)		19,012
Total stockholders’ equity		1,725,899			1,854,217
Total liabilities and stockholders’ equity	$	4,407,041		$	4,579,489

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

COSTAMARE INC.

Unaudited Condensed Consolidated Statements of Income

For the three-month periods ended March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data)

	For the three-month period ended March 31,
	2021			2022
REVENUES:
Voyage revenue	$	126,725		$	268,010
EXPENSES:
Voyage expenses		(1,041	)		(8,571	)
Voyage expenses-related parties (Note 3)		(1,906	)		(3,745	)
Vessels’ operating expenses		(31,779	)		(65,747	)
General and administrative expenses		(1,310	)		(2,632	)
General and administrative expenses – related parties (Note 3)		(2,097	)		(3,182	)
Management fees-related parties (Note 3)		(5,476	)		(10,867	)
Amortization of dry-docking and special survey costs (Note 8)		(2,327	)		(2,707	)
Depreciation (Notes 7, 12 and 21)		(27,096	)		(41,150	)
Gain / (loss) on sale of vessels, net (Note 7)		(260	)		17,798
Foreign exchange gains		149			110
Operating income		53,582			147,317
OTHER INCOME / (EXPENSES):
Interest income		367			14
Interest and finance costs (Note 17)		(16,107	)		(25,130	)
Income from equity method investments (Note 10)		3,991			288
Fair value measurement of equity securities (Note 5)		25,937			-
Other, net		1,488			475
Gain / (loss) on derivative instruments, net (Note 19)		(1,117	)		73
Total other income / (expenses), net		14,559			(24,280	)
Net Income	$	68,141		$	123,037
Earnings allocated to Preferred Stock (Note 16)		(7,595	)		(7,595	)
Net income available to Common Stockholders		60,546			115,442
Earnings per common share, basic and diluted (Note 16)	$	0.49		$	0.93
Weighted average number of shares, basic and diluted (Note 16)		122,384,052			124,150,337

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

COSTAMARE INC.

Unaudited Condensed Consolidated Statements of Comprehensive Income

For the three-month periods ended March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars)

	For the three-month period ended March 31,
	2021		2022
Net income for the period	$	68,141	$	123,037
Other comprehensive income:
Unrealized gain on cash flow hedges, net (Notes 5, 19 and 21)		2,892		21,228
Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Depreciation (Note 21)		15		15
Other comprehensive income for the period	$	2,907	$	21,243
Total comprehensive income for the period	$	71,048	$	144,280

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

COSTAMARE INC.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

For the three-month periods ended March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data)

	Preferred Stock (Series E)					Preferred Stock (Series D)					Preferred Stock (Series C)				Preferred Stock (Series B)				Common Stock
	# of shares		Par value			# of shares		Par value			# of shares		Par value		# of shares		Par value		# of shares		Par value		Additional Paid-in Capital		Accumulated Other Comprehensive Income / (Loss)			Retained Earnings/ (Accumulated Deficit)			Total
BALANCE, January 1, 2021		4,574,100		$	-		3,986,542		$	-		3,973,135	$	-		1,970,649	$	-		122,160,638	$	12	$	1,366,486	$	(7,957	)	$	(9,721	)	$	1,348,820
- Net income		-			-		-			-		-		-		-		-		-		-		-		-			68,141			68,141
- Issuance of common stock (Notes 3 and 15)		-			-		-			-		-		-		-		-		512,466		-		4,314		-			-			4,314
- Dividends – Common stock (Note 15)		-			-		-			-		-		-		-		-		-		-		-		-			(12,216	)		(12,216	)
- Dividends – Preferred stock (Note 15)		-			-		-			-		-		-		-		-		-		-		-		-			(7,767	)		(7,767	)
- Other comprehensive income		-			-		-			-		-		-		-		-		-		-		-		2,907			-			2,907
BALANCE, March 31, 2021		4,574,100		$	-		3,986,542		$	-		3,973,135	$	-		1,970,649	$	-		122,673,104	$	12	$	1,370,800	$	(5,050	)	$	38,437		$	1,404,199



BALANCE, January 1, 2022		4,574,100		$	-		3,986,542		$	-		3,973,135	$	-		1,970,649	$	-		123,985,104	$	12	$	1,386,636	$	(2,231	)	$	341,482		$	1,725,899
- Net income		-			-		-			-		-		-		-		-		-		-		-		-			123,037			123,037
- Issuance of common stock (Notes 3 and 15)		-			-		-			-		-		-		-		-		424,539		-		6,063		-			-			6,063
- Dividends – Common stock (Note 15)		-			-		-			-		-		-		-		-		-		-		-		-			(14,258	)		(14,258	)
- Dividends – Preferred stock (Note 15)		-			-		-			-		-		-		-		-		-		-		-		-			(7,767	)		(7,767	)
- Other comprehensive income		-	`		-		-	`		-		-		-		-		-		-		-		-		21,243			-			21,243
BALANCE, March 31, 2022		4,574,100		$	-		3,986,542		$	-		3,973,135	$	-		1,970,649	$	-		124,409,643	$	12	$	1,392,699	$	19,012		$	442,494		$	1,854,217

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

COSTAMARE INC.

Unaudited Condensed Consolidated Statements of Cash Flows

For the three-month periods ended March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars)

	For the three-month period ended March 31,
	2021			2022
Cash Flows From Operating Activities:
Net income:	$	68,141		$	123,037
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		27,096			41,150
Credit loss provision		(324	)		-
Amortization of debt discount		(246	)		-
Amortization and write-off of financing costs		1,246			2,239
Amortization of deferred dry-docking and special survey costs		2,327			2,707
Amortization of assumed time charter		-			49
Equity based payments		1,439			2,552
Fair value measurement of equity securities		(25,937	)		-
(Gain) / Loss on derivative instruments, net		1,117			(73	)
(Gain) / Loss on sale of vessels, net		260			(17,798	)
Income from equity method investments		(3,991	)		(288	)
Changes in operating assets and liabilities:
Accounts receivable		21			2,835
Due from related parties		2,373			-
Inventories		(1,891	)		1,215
Insurance claims receivable		(178	)		560
Prepayments and other		3,254			(1,244	)
Accounts payable		254			(10,214	)
Due to related parties		264			2,032
Accrued liabilities		1,514			8,982
Unearned revenue		(1,584	)		(5,536	)
Other current liabilities		(793	)		2,225
Dividend from equity method investees		-			1,114
Dry-dockings		(4,198	)		(4,618	)
Accrued charter revenue		1,032			3,357
Net Cash provided by Operating Activities		71,196			154,283
Cash Flows From Investing Activities:
Return of capital from equity method investments		-			14
Purchase of short-term investments		-			(19,983	)
Debt securities capital redemption		394			-
Proceeds from the settlement of insurance claims		363			269
Cash acquired through asset acquisition		43,684			-
Vessel acquisition (and time charters) and advances/Additions to vessel cost		(142,992	)		(49,586	)
Proceeds from the sale of vessels, net		12,156			22,491
Net Cash used in Investing Activities		(86,395	)		(46,795	)
Cash Flows From Financing Activities:
Proceeds from long-term debt and finance leases		440,000			219,099
Repayment of long-term debt and finance leases		(358,387	)		(171,195	)
Payment of financing costs		(5,400	)		(2,490	)
Dividends paid		(17,109	)		(18,512	)
Net Cash provided by Financing Activities		59,104			26,902
Net increase in cash, cash equivalents and restricted cash		43,905			134,390
Cash, cash equivalents and restricted cash at beginning of the period		191,896			353,528
Cash, cash equivalents and restricted cash at end of the period	$	235,801		$	487,918
Supplemental Cash Information:
Cash paid during the period for interest, net of capitalized interest	$	15,440		$	18,802
Non-Cash Investing and Financing Activities:
Dividend reinvested in common stock of the Company	$	2,874		$	3,513

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

1. Basis of Presentation and General Information:

The accompanying consolidated financial statements include the accounts of Costamare Inc. (“Costamare”) and its wholly-owned subsidiaries (collectively, the “Company”). Costamare is organized under the laws of the Republic of the Marshall Islands.

On November 4, 2010, Costamare completed its initial public offering (“Initial Public Offering”) in the United States under the United States Securities Act of 1933, as amended (the “Securities Act”). During the three-month period ended March 31, 2022, the Company issued 149,600 shares to Costamare Shipping Services Ltd. (“Costamare Services”) (Note 3). On July 6, 2016, the Company implemented a dividend reinvestment plan (the “Plan”) (Note 15). As of March 31, 2022, under the Plan, the Company has issued to its common stockholders 16,888,228 shares, in aggregate. As of March 31, 2022, the aggregate issued share capital was 124,409,643 common shares. At March 31, 2022, members of the Konstantakopoulos Family owned, directly or indirectly, approximately 56.6% of the outstanding common shares, in the aggregate.

As of March 31, 2022, the Company owned and/or operated a fleet of 72 container vessels with a total carrying capacity of approximately 545,765 twenty-foot equivalent units (“TEU”) and 46 dry-bulk vessels with a total carrying capacity of approximately 2,493,468 of dead-weight tonnage (“DWT”), through wholly-owned subsidiaries. As of December 31, 2021, the Company owned and/or operated a fleet of 72 container vessels with a total carrying capacity of approximately 543,645 twenty-foot equivalent units (“TEU”) and 43 dry-bulk vessels with a total carrying capacity of approximately 2,320,750 of dead-weight tonnage (“DWT”), through wholly-owned subsidiaries. The Company provides worldwide marine transportation services by chartering its container vessels to some of the world’s leading liner operators and since June 14, 2021, by chartering its dry bulk vessels to a diverse group of charterers (Note 3(d)).

At March 31, 2022, Costamare had 155 wholly-owned subsidiaries incorporated in the Republic of Liberia, 12 incorporated in the Republic of the Marshall Islands and one incorporated in the Republic of Cyprus.

Revenues for the three-month periods ended March 31, 2021 and 2022, derived from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues) were as follows:

	2021		2022
A		19%		13%
B		20%		19%
C		13%		9%
D		18%		8%
E		13%		7%
Total		83%		56%

The reconciliation of the cash, cash equivalents and restricted cash at the end of the three-month periods ended March 31, 2021 and 2022 is presented in the table below:

	2021		2022
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	174,488	$	407,523
Restricted cash – current portion		5,848		10,409
Restricted cash – non-current portion		55,465		69,986
Total cash, cash equivalents and restricted cash	$	235,801	$	487,918

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements. These statements and the accompanying notes should be read in conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on March 28, 2022.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the three-month period ended March 31, 2022, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2022.

The outbreak of the COVID-19 virus has had a negative effect on the global economy and, during the first half of 2020, adversely impacted the international container shipping industry. From the onset of the outbreak through most of the second quarter of 2020, time charter rates for container vessels had a sizable drop. However, since June 2020, time charter rates across all sizes of container vessels have improved significantly due to the increased demand for containerized goods coupled with inefficiencies in the global supply chain caused by the pandemic. Similarly, the economic environment of the dry-bulk segment has improved during the year of 2021 and in the first quarter of 2022 due to the increase in the demand for commodities. The Company will continue to monitor the development of the COVID-19 pandemic and its potential direct or indirect negative effects on the containership and dry bulk markets and will provide further updates on the situation if market circumstances warrant it.

2. Significant Accounting Policies and Recent Accounting Pronouncements:

A discussion of the Company’s significant accounting policies can be found in Note 2 of the Company’s Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended December 31, 2021. There have been no material changes to these policies in the three-month period ended March 31, 2022, except for as discussed below:

Significant accounting policies:

(a)

Derivative instruments: In February 2022, the Company entered into a series of eight interest rate cap agreements with a facility counterparty, with a total notional amount of $54,784 to limit the maximum interest rate on the variable-rate debt of the term loan discussed in Note 11.A.24 and limit exposure to interest rate variability when three-month LIBOR exceeds 1.50%. The interest rate caps were accounted for as cash flow hedges because they are expected to be highly effective in hedging variable rate interest payments under the term loan discussed in Note 11.A.24. Changes in the fair value of the interest rate caps are reported within accumulated other comprehensive income. The interest rate caps mature within the period from July 2024 to October 2026.

(b)	Short-term investments: Short-term investments consist of U.S. Treasury Bills with maturities exceeding three months at the time of purchase and are stated at amortized cost, which approximates fair value.

New Accounting Pronouncements - Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference LIBOR or another reference rate expected to be terminated because of reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848). The amendments in this Update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in this Update to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. The amendments in this Update apply to all entities that elect to apply the optional guidance in Topic 848. ASU 2020-04 and ASU 2021-10 can be adopted as of March 12, 2020 through December 31, 2022. As of March 31, 2022, the Company has not yet elected any optional expedients provided in the standard. The Company will apply the accounting relief as relevant contract and hedge accounting relationship modifications are made during the reference rate reform transition period. The Company will continue to evaluate the potential impact of adopting the standards on its consolidated financial statements.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

3. Transactions with Related Parties:

(a) Costamare Shipping Company S.A. (“Costamare Shipping”) and Costamare Shipping Services Ltd. (“Costamare Services”): Costamare Shipping is a ship management company wholly owned by Mr. Konstantinos Konstantakopoulos, the Company’s Chairman and Chief Executive Officer. Costamare Shipping provides the Company with commercial, technical and other management services pursuant to a Framework Agreement dated November 2, 2015, as amended and restated on January 17, 2020 and as further amended and restated on June 28, 2021 (the “Framework Agreement”), and separate ship management agreements with the relevant vessel owning subsidiaries. The Company amended and restated the Framework Agreement in 2020 to allow Costamare Shipping to retain certain relevant payouts from insurance providers and in 2021 to allow Costamare Shipping to provide services in relation to other types of vessels (including dry bulk vessels), in addition to container vessels. Costamare Services, a company controlled by the Company’s Chairman and Chief Executive Officer and members of his family, provides, pursuant to a Services Agreement dated November 2, 2015 as amended and restated on June 28, 2021 (the “Services Agreement”), the Company’s vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services. Costamare Shipping and Costamare Services are not part of the consolidated group of the Company.

On November 27, 2015, the Company amended and restated the Registration Rights Agreement entered into in connection with the Company’s Initial Public Offering, to extend registration rights to Costamare Shipping and Costamare Services each of which have received or may receive shares of its common stock as fee compensation.

Pursuant to the Framework Agreement and the Services Agreement, Costamare Shipping and Costamare Services received (i) for each vessel a daily fee of $1.02 and $0.510 for any vessel subject to a bareboat charter, effective from January 1, 2022 (prior to that date the daily fee was $0.956 and $0.478 for any vessel subject to a bareboat charter), prorated for the calendar days the Company owned each vessel and for the three-month period following the date of the sale of a vessel, (ii) a flat fee of $840, effective from January 1, 2022 (prior to that date the flat fee was $787 for the construction of any newbuild vessel), for the supervision of the construction of any newbuild vessel contracted by the Company, (iii) a fee 1.25% on all gross freight, demurrage, charter hire, ballast bonus or other income earned with respect to each vessel in the Company’s fleet and (iv) a quarterly fee of $625 plus the value of 149,600 shares which Costamare Services may elect to receive in kind. Fees under (i) and (ii) may be annually adjusted upwards to reflect any strengthening of the Euro against the U.S. dollar and/or material unforeseen cost increases.

The Company is able to terminate the Framework Agreement and/or the Services Agreement, subject to a termination fee, by providing written notice to Costamare Shipping or Costamare Services, as applicable, at least 12 months before the end of the subsequent one-year term. The termination fee is equal to (a) the number of full years remaining prior to December 31, 2025, times (b) the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the Framework Agreement to reflect that certain obligations have been delegated to a sub-manager or a sub-provider, as applicable); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above.

In 2013, Costamare Shipping entered into a co-operation agreement (the “Co-operation Agreement”) with third-party ship managers V.Ships Greece Ltd. (“V.Ships Greece”), pursuant to which the two companies established a ship management cell (the “Cell”) under V.Ships Greece. The Cell provided management services to certain of the Company’s container vessels, pursuant to separate management agreements entered into between V.Ships Greece and the relevant vessel-owning subsidiary, for a daily management fee. The Cell also provided ship management services to third-party owners. Effective April 1, 2019, the Company terminated its agreement with Costamare Shipping, whereby Costamare Shipping passed to the Company the net profit, if any, it received pursuant to the Co-operation Agreement as a refund or reduction of the management fees payable by the Company to Costamare Shipping under the Framework Agreement. Following the termination of the Co-operation Agreement on October 16, 2020, V.Ships Greece continues to provide the same management services to the Company’s vessels (as well as to vessels acquired under the Framework Deed and to third party vessels). As at March 31, 2022, V.Ships Greece provided services to 66 Costamare vessels, of which 15 were subcontracted for certain management services to V.Ships (Shanghai) Limited.

Management fees charged by Costamare Shipping in the three-month periods ended March 31, 2021 and 2022, amounted to $5,476 and $10,867, respectively, and are included Management fees-related parties in the accompanying consolidated statements of income. In addition, Costamare Shipping and Costamare Services charged (i) $3,366 for the three-month period ended March 31, 2022 ($1,613 for the three-month period ended March 31, 2021), representing a fee of 1.25% on all gross revenues, as provided in the Framework Agreement and the Services Agreement, as applicable, which is included in Voyage expenses-related parties in the accompanying consolidated statements of income, (ii) $625, which is included in General and administrative expenses – related parties in the accompanying consolidated statements of income for the three-month period ended March 31, 2022 ($625 for the three-month period ended March 31, 2021) and (iii) $2,552, representing the fair value of 149,600 shares, which is included in General and administrative expenses - related parties in the accompanying consolidated statements of income for the three-month period ended March 31, 2022 ($1,439 for the three-month period ended March 31, 2021). Furthermore, in accordance with the management agreements with V.Ships Greece and the other third-party managers, V.Ships Greece and the other third-party managers have been provided with the amount of $75 and $50 per vessel as working capital security. As at December 31, 2021, it was $5,525 in aggregate, of which $5,075 is included in Accounts receivable, net, non-current and $450 in Accounts receivable, net in the accompanying 2021 consolidated balance sheet. As at March 31, 2022, it was $5,700 in aggregate, of which $5,200 is included in Accounts receivable, net, non-current and $500 in Accounts receivable, net in the accompanying 2022 consolidated balance sheet.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

During the three-month periods ended March 31, 2021 and 2022, Costamare Shipping charged in aggregate to the companies established pursuant to the Framework Deed (Notes 9 and 10) the amounts of $788 and $438, respectively, for services provided in accordance with the respective management agreements. The balance due to Costamare Shipping at December 31, 2021 and March 31, 2022 amounted to $743 and $2,761, respectively, and is included in Due to related parties in the accompanying consolidated balance sheets. The balance due to Costamare Services at December 31, 2021 and March 31, 2022, amounted to $951 and $965, respectively, and is included in Due to related parties in the accompanying consolidated balance sheets.

(b) Shanghai Costamare Ship Management Co., Ltd. (“Shanghai Costamare”): Shanghai Costamare, a company incorporated in the People’s Republic of China, controlled by the Company’s Chairman and Chief Executive Officer, provided certain vessel-owning subsidiaries with management services. Shanghai Costamare was not part of the consolidated group of the Company. On October 16, 2020, it was agreed that Shanghai Costamare would terminate operations and the owners of the 16 Company’s containerships that were managed by Shanghai Costamare on that date entered into ship managements agreements with V.Ships Greece, which subcontracted certain management services to V.Ships (Shanghai) Limited. The actual transfer of the management of 15 vessels was completed on December 31, 2020. On January 8, 2021, the management of the remaining vessel was fully taken over by V.Ships (Shanghai) Limited. There was no balance due from/to Shanghai Costamare at both December 31, 2021 and March 31, 2022.

(c) Blue Net Chartering GmbH & Co. KG (“BNC”) and Blue Net Asia Pte., Ltd. (“BNA”): On January 1, 2018, Costamare Shipping appointed, on behalf of the vessels it manages, BNC, a company 50% (indirectly) owned by the Company’s Chairman and Chief Executive Officer, to provide charter brokerage services to all container vessels under its management (including container vessels owned by the Company). BNC provides exclusive charter brokerage services to containership owners. Under the charter brokerage services agreement as amended, each container vessel-owning subsidiary paid a fee of €9,413 for the years ended December 31, 2020 and 2021, in respect of each vessel, prorated for the calendar days of ownership (including as disponent owner under a bareboat charter agreement), provided that in respect of container vessels chartered on January 1, 2018, which remain chartered under the same charter party agreement in effect on January 1, 2018, the fee was €1,281 for the years ended December 31, 2020 and 2021. On March 29, 2021, four of the Company’s container vessels agreed to pay a daily brokerage commission of $0.165 per day to BNC in connection with charters arranged by it. During the three-month periods ended March 31, 2021 and 2022, BNC charged the ship-owning companies $111 and $196, respectively, which are included in Voyage expenses—related parties in the accompanying consolidated statements of income. BNC also provided chartering services to a revenue sharing pool (until 31 August 2021), which included one of the Company’s container vessels. In addition, on March 31, 2020, Costamare Shipping agreed, on behalf of five of the container vessels it manages, to pay to BNA, a company 50% (indirectly) owned by the Company’s Chairman and Chief Executive Officer, a commission of 1.25% of the gross daily hire earned from the charters arranged by BNA for these five Company container vessels. During each of the three-month periods ended March 31, 2021 and 2022, BNA charged the ship-owning companies $182, which are included in Voyage expenses – related parties in the accompanying consolidated statements of income.

(d) Longshaw Maritime Investments S.A. (“Longshaw”): On June 14, 2021, the Company entered into a Shares Purchase Agreement (“SPA’’) with Longshaw, a related party entity controlled by the Company’s Chairman and Chief Executive Officer, Mr. Konstantinos Konstantakopoulos, for the acquisition of all of its equity interest in 16 companies, which had acquired or had agreed to acquire dry bulk vessels. The aggregate purchase price, which was paid by the Company on September 9, 2021, for the acquisition of these 16 companies was $54,491, in exchange for the net assets of the acquired companies, that amounted to $54,578. During the year ended December 31, 2021, all of the dry bulk vessels that were part of the acquisition, Builder, Pegasus, Adventure, Eracle, Peace, Sauvan, Pride, Alliance, Manzanillo, Acuity, Seabird, Aeolian, Comity, Athena, Farmer and Greneta (with an aggregate DWT of 932,329) were delivered to the Company. The acquisition has been accounted as a transaction between companies under common control and the excess of the carrying value of the net assets acquired above the purchase price agreed amounting to $86 was recorded as a capital contribution within additional paid in capital.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(e) LC LAW Stylianou & Associates LLC (“LCLAW”): LCLAW is a law firm 100% owned by Lora Stylianou, who is the non-executive President of the Board of Directors of Costamare Participations Plc (Note 11.C), a wholly owned subsidiary of the Company. LCLAW provides legal services to Costamare Participations Plc. During the three-month period ended March 31, 2022, LCLAW charged Costamare Participations Plc $7 in total, of which (i) $5 are included in "General and Administrative Expenses - Related Parties" in the accompanying consolidated statements of income ($5 in total for the three-month period ended March 31, 2021). There was no balance due from/to LCLAW at both December 31, 2021 and March 31, 2022.

(f) Other related parties' transactions: On November 3, 2010, the Company and the Company’s Chairman and Chief Executive Officer, Mr. Konstantinos Konstantakopoulos, entered into a Restrictive Covenant Agreement (the "Original RCA"), pursuant to which the activities of Mr. Konstantakopoulos with respect to the container vessel sector, because of his capacity as a director or officer of the Company, were restricted. In July 2021, the Original RCA was amended and restated, and Mr. Konstantakopoulos agreed to similarly restrict his activities in the dry bulk sector.

4. Segmental Financial Information

Since June 14, 2021 (Note 3(d)), the Company has two reportable segments from which it derives its revenues: (1) container vessels segment and (2) dry bulk vessels segment. The reportable segments reflect the internal organization of the Company and are strategic businesses that offer different services. The container vessel business segment consists of transportation of containerized products through ownership and trading of container vessels. The dry bulk business segment consists of transportation of dry bulk cargoes through ownership and trading of dry bulk vessels.

The tables below present information about the Company’s reportable segments as of March 31, 2022, and for the three-month period then ended. The Company measures segment performance based on net income. Items included in the segment net income are allocated to the extent that the items are directly or indirectly attributable to the segments. With regards to the items that are allocated by indirect calculation, their allocations keys are defined on the basis of each segment’s drawing on key resources. The Other segment includes items that due to their nature are not allocated to any of the Company’s reportable segments. As of March 31, 2022 and for the three-month period then ended, Other segment includes equity method investments’ balances and income and short-term investments. Summarized financial information concerning each of the Company’s reportable segments is as follows:

As of March 31, 2022 and for the three-month period then ended
	Container vessels segment			Dry bulk vessels segment			Other		Total
Voyage revenue	$	189,477		$	78,533		$	-	$	268,010
Vessels’ operating expenses		(41,729	)		(24,018	)		-		(65,747	)
Depreciation		(31,460	)		(9,690	)		-		(41,150	)
Amortization of dry-docking and special survey costs		(2,584	)		(123	)		-		(2,707	)
Gain on sale of vessels, net		17,798			-			-		17,798
Interest income		14			-			-		14
Interest and finance costs		(21,688	)		(3,442	)		-		(25,130	)
Income from equity method investments		-			-			288		288
Net Income for the Period	$	95,088		$	27,661		$	288	$	123,037
Total Assets	$	3,752,116		$	788,349		$	39,024	$	4,579,489

5. Current Assets: Short-term investments / Non-current Assets: Debt Securities, Held to Maturity, and Other Non-Current Assets:

In 2014, Zim Integrated Services (“Zim”) agreed with its creditors, including vessel and container lenders, ship-owners, shipyards, unsecured lenders and bond holders, to restructure its debt. Based on this agreement, the Company received Zim shares representing approximately 1.2% of the outstanding Zim shares immediately after the restructuring and $8,229 aggregate principal amount of unsecured interest-bearing Zim notes maturing in 2023 consisting of $1,452 of 3.0% Series 1 Notes due 2023 amortizing subject to available cash flows in accordance with a corporate mechanism and $6,777 of 5.0% Series 2 Notes due 2023 non-amortizing (of the 5% interest, 3% is payable quarterly in cash and 2% interest is accrued quarterly with deferred cash payment on maturity) in exchange for amounts owed by Zim to the Company under their charter agreements. The Company calculated the fair value of the instruments received from Zim based on the agreement discussed above, available information on Zim and other similar contracts with similar terms, maturities and interest rates, and recorded at fair value of $676 in relation to the Series 1 Notes, $3,567 in relation to the Series 2 Notes and $7,802 in relation to its equity participation in Zim. The difference between the aggregate fair value of the debt and equity securities received from Zim and the then net carrying value of the amounts due from Zim of $2,888 was written-off in 2014.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The Company accounted on a quarterly basis, for the unwinding of the interest on the Series 1 and Series 2 Notes. During the three-month period ended March 31, 2021, the Company recorded $246 in relation to their unwinding, which is included in “Interest income” in the consolidated statements of income. The Company had classified such debt securities under Debt securities, held to maturity, since it had no intention to sell the securities in the near term. During the year ended December 31, 2016, the Company received $46 capital redemption of the Series 1 Notes, reducing the principal to $1,406. Additionally, on March 22, 2021, the Company received $394 capital redemption of the Series 1 Notes, reducing the principal to $1,012, as of that date. The Series 1 and Series 2 Zim Notes are carried at amortized cost in the accompanying consolidated balance sheet as at March 31, 2021 (Note 19(c)). These financial instruments were not measured at fair value on a recurring basis. The Company assessed the provisions of “ASC 326 Financial Instruments — Credit Losses” in relation to its Series 1 and Series 2 Notes securities and a Credit loss provision of $245 was calculated as of March 31, 2021 and as result a gain of $324 is included in Other, net in the 2021 consolidated statement of income. The remaining securities were fully redeemed in June 2021.

On January 28, 2021, Zim completed its initial public offering in the United States under the United States Securities Act of 1933, as amended. Since then, the Company classified the equity securities of Zim that it owned at Fair Value through Net Income as the Company did not have the ability to exercise significant influence on matters at Zim, and there is readily available fair value for these securities. The Company recorded the subsequent changes in fair value in the consolidated statements of income based on the closing price of Zim ordinary shares on the New York Stock Exchange (NYSE) on each reporting date (Level 1 inputs of the fair value hierarchy). As of March 31, 2021, the Company owned 1,221,800 ordinary shares of Zim with a fair value of $29,738 based on the closing price of Zim ordinary shares on the NYSE on that date, separately reflected in Investments in equity securities under current assets in 2021 consolidated balance sheet. For the three months period ended March 31, 2021, the fair value measurement of investment in equity securities of $25,937 is separately reflected in the 2021 consolidated statement of income. During the year ended December 31, 2021, the Company sold its 1,221,800 ordinary shares of Zim and recorded a gain of $60,161. As of December 31, 2021, the Company did not hold any Zim securities.

During the three-month period ended March 31, 2022, the Company purchased zero-coupon US treasury bills (the “Bill”) with a face value of $20,000 at a price of $19,983. The Bill had a maturity exceeding three months at the time of purchase and is stated at amortized cost, which approximates its fair value.

6. Inventories:

Inventories in the accompanying consolidated balance sheets relate to bunkers, lubricants and spare parts on board the vessels.

7. Vessels and advances, net:

The amounts in the accompanying consolidated balance sheets are as follows:

	Vessel Cost			Accumulated Depreciation			Net Book Value
Balance, January 1, 2022	$	4,687,896		$	(1,037,704	)	$	3,650,192
Depreciation		-			(39,289	)		(39,289	)
Vessel acquisitions, advances and other vessels’ costs		49,879			-			49,879
Vessel sales, transfers and other movements		(139,551	)		71,114			(68,437	)
Balance, March 31, 2022	$	4,598,224		$	(1,005,879	)	$	3,592,345

During the three-month period ended March 31, 2022, the Company acquired the secondhand container vessel Dyros with a TEU capacity of 4,578, and three secondhand dry bulk vessels, the Oracle (ex. Belstar), Libra (ex. Universal Bremen) and Norma (ex. Magda) with an aggregate DWT of 172,717.

During the three-month period ended March 31, 2021, the Company acquired container vessels Aries, Argus and Glen Canyon with an aggregate capacity of 18,626 TEU and took delivery of the 12,690 TEU newbuild container vessel YM Target.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

During the three-month period ended March 31, 2021, the Company purchased the equity interest (in the range from 51% to 75%) held by funds managed and/or advised by York Capital Management Global Advisors LLC and its affiliate Sparrow Holdings, L.P. (collectively, “York”) (Notes 9 and 10) in the companies owning the containerships Cape Akritas, Cape Tainaro, Cape Artemisio, Cape Kortia and Cape Sounio, with an aggregate capacity of 55,050 TEU, at an aggregate net consideration price of $88,854 after subtracting term loans of $302,193 (Note 11) assumed at the time of the acquisition. As a result, the Company acquired the controlling interest and became the sole shareholder of the vessel owning companies of the said five container vessels (Note 10). Any favorable or unfavorable lease terms associated with these vessels were recorded as an intangible asset or liability (“Time charter assumed”) at the time of the acquisition. The aggregate Time charter assumed, net, at the time of the acquisitions was a liability of $589, current and non-current portion (Note 13). Management accounted for this acquisition as an asset acquisition under ASC 805 “Business Combinations”.

During the three-month period ended March 31, 2021, the Company agreed to acquire the 2008-built secondhand container vessel Dyros, the 2009-built secondhand container vessels Gialova and Norfolk and the 2010-built secondhand container Androusa, with an aggregate capacity of 17,671 TEU.

During the year ended December 31, 2021, the Company ordered from a shipyard eight newbuild container vessels (four 12,690 TEU and four 15,000 TEU). On March 24, 2022, the Company served a notice of termination for two of the abovementioned shipbuilding contracts, for the construction of two container vessels of 12,690 TEU each. The six newbuild container vessels under contract are expected to be delivered in 2024, and upon delivery, they will commence long term charters with their charterers (Note 22(i)).

On February 14, 2022, the Company decided to make arrangements to sell the container vessels Sealand Washington and Maersk Kalamata and on March 30, 2022, the dry bulk vessel Thunder. At these dates, the Company concluded that all the criteria required by the relevant accounting standard, ASC 360-10-45-9, for the classification of the three vessels as “held for sale” were met. As of March 31, 2022, the amount of $69,174, separately reflected in Vessels held for sale in the March 31, 2022 consolidated balance sheet, represents the fair market value of the vessels based on the vessels’ estimated sale price, net of commissions (Level 2 inputs of the fair value hierarchy). The dry-bulk vessel Thunder is expected to be delivered to her new owners during the second quarter of 2022 (Note 22(h)), while the container vessels Sealand Washington and Maersk Kalamata are expected to be delivered to their new owners between the fourth quarter of 2022 and the first quarter of 2023.

On December 9, 2021, the Company decided to make arrangements to sell the container vessels Sealand Illinois, Sealand Michigan, York and Messini. At that date, the Company concluded that all the criteria required by the relevant accounting standard, ASC 360-10-45-9, for the classification of the vessel as “held for sale” were met. As of December 31, 2021, the amount of $78,799 (including $3,742 transferred from Deferred charges, net), separately reflected in Vessels held for sale in the 2021 consolidated balance sheet, represents the aggregate carrying value of those vessels at the time that held for sale criteria were met on the basis that as of that date each vessel’s fair value less cost to sell exceeded each vessel’s carrying amount. Their fair value was based on the vessel’s estimated sale price, net of commissions (Level 2 inputs of the fair value hierarchy). The container vessels Sealand Illinois, Sealand Michigan and York are expected to be delivered to their new owners during the fourth quarter of 2022.During the three-month period ended March 31, 2022, the Company sold the container vessel Messini, which was held for sale at December 31, 2021 and recognized a gain of $17,798, which is separately reflected in Gain / (Loss) on sale of vessels, net in the accompanying consolidated statement of income for the three-month period ended March 31, 2022.

During the three-month period ended March 31, 2021, the Company sold the container vessel Halifax Express, which was held for sale at December 31, 2020 and recognized a loss of $260, which is separately reflected in Gain / (Loss) on sale of vessels, net in the accompanying consolidated statement of income for the three-month period ended March 31, 2021.

On March 24, 2021 and March 31, 2021, the Company decided to make arrangements to sell the container vessels Venetiko and Prosper, respectively. At these dates, the Company concluded that all the criteria required by the relevant accounting standard, ASC 360-10-45-9, for the classification of the two vessels as “held for sale” were met. As of March 31, 2021, the amount of $19,394, was included in Vessels held for sale in the March 31, 2021consolidated balance sheet, representing the fair market value of the two container vessels based on their estimated sale price, net of commissions (Level 2 inputs of the fair value hierarchy). Both vessels were sold during the year ended December 31, 2021.

As of March 31, 2022, 101 of the Company’s vessels, with a total carrying value of $2,713,501, have been provided as collateral to secure the long-term debt discussed in Note 11. This excludes the four vessels under the sale and leaseback transactions described in Note 12, the five newbuild vessels YM Triumph, YM Truth, YM Totality, YM Target and YM Tiptop, the five vessels acquired in 2018 under the Share Purchase Agreement (Note 11.B) with York and three unencumbered vessels.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

8. Deferred Charges, net:

Deferred charges, net include the unamortized dry-docking and special survey costs. The amounts in the accompanying consolidated balance sheets are as follows:

Balance, January 1, 2022	$	31,859
Additions		4,618
Amortization		(2,707	)
Write-off and other movements (Note 7)		(1,668	)
Balance, March 31, 2022	$	32,102

During the three-month period ended March 31, 2022, one vessel underwent and completed her special survey and one vessel was in the process of completing her special survey. During the three-month period ended March 31, 2021, one vessel underwent and completed her special survey and two were in process of completing their special surveys. The amortization of the dry-docking and special survey costs is separately reflected in the accompanying consolidated statements of income.

9. Costamare Ventures Inc.:

On May 18, 2015, the Company, along with its wholly-owned subsidiary, Costamare Ventures Inc. (“Costamare Ventures”), amended and restated the Framework Deed, which was further amended on June 12, 2018 (the “Framework Deed”) with York to invest jointly in the acquisition and construction of container vessels. Under the Framework Deed, the decisions regarding vessel acquisitions are made jointly by Costamare Ventures and York and the Company reserves the right to acquire any vessels that York decides not to pursue. The commitment period ended on May 15, 2020 and the termination of the Framework Deed will occur on May 15, 2024, or upon the occurrence of certain extraordinary events as described therein.

On termination and on the occurrence of certain extraordinary events, Costamare Ventures may elect to divide the vessels owned by all such vessel-owning entities between itself and York to reflect their cumulative participation in all such entities. Costamare Shipping provides ship management and administrative services to the vessels acquired under the Framework Deed, with the right to subcontract to V.Ships Greece.

As at March 31, 2022, the Company holds 49% of the capital stock of six jointly-owned companies formed pursuant to the Framework Deed with York (Note 10). The Company accounts for the entities formed under the Framework Deed as equity investments.

10. Equity Method Investments:

The companies accounted for as equity method investments, all of which are incorporated in the Marshall Islands, are as follows:

Entity	Vessel	Participation % March 31, 2022	Date Established /Acquired
Entity	Vessel	Participation % March 31, 2022	Date Established /Acquired
Steadman Maritime Co.	-	49%	July 1, 2013
Marchant Maritime Co.^(*)	-	-	-
Horton Maritime Co.^(*)	-	-	-
Smales Maritime Co.	-	49%	June 6, 2013
Geyer Maritime Co.	Arkadia	49%	May 18, 2015
Goodway Maritime Co.	Monemvasia	49%	September 22, 2015
Platt Maritime Co.	Polar Argentina	49%	May 18, 2015
Sykes Maritime Co.	Polar Brasil	49%	May 18, 2015

^(*) Dissolved on June 21, 2021

During the three-month period ended March 31, 2022, the Company received, in the form of a special dividend, $1,128 from Steadman Maritime Co.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

During the year ended December 31, 2021, Steadman Maritime Co. sold its vessel Ensenada and provided a special dividend to the Company amounting to $15,190. On March 22, 2021, March 24, 2021 and March 29, 2021, the Company entered into three share purchase agreements to acquire the ownership interest (in the range of 51% to 75%) held by by funds managed and/or advised by York in five jointly-owned companies, namely Ainsley Maritime Co. and Ambrose Maritime Co., Hyde Maritime Co. and Skerrett Maritime Co. and Kemp Maritime Co., which had been formed pursuant to the Framework Deed. At the date of the acquisition, the aggregate net value of assets and liabilities transferred to the Company amounted to $141,040. Management accounted for this acquisition as an asset acquisition under ASC 805 “Business Combinations” whereas the cost consideration over proportionate cost of the net asset values acquired was proportionally allocated on a relative fair value basis to the net identifiable assets acquired (that is to the vessels and related time charters (Note 13)).

For the three-month periods ended March 31, 2021 and 2022, the Company recorded net income of $3,991 and $288, respectively, from equity method investments, which is separately reflected as Income from equity method investments in the accompanying consolidated statements of income.

The summarized combined financial information of the companies accounted for as equity method investment is as follows:

	December 31, 2021		March 31, 2022
Current assets	$	12,468	$	9,741
Non-current assets		92,770		94,429
Total assets	$	105,238	$	104,170

Current liabilities	$	6,576	$	8,516
Non-current liabilities		58,110		56,816
Total liabilities	$	64,686	$	65,332

	Three-month period ended March 31,
	2021		2022
Voyage revenue	$	22,353	$	4,868
Net income	$	9,462	$	588

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

11. Long-Term Debt:

The amounts shown in the accompanying consolidated balance sheets consist of the following:

Borrower(s)			December 31, 2021			March 31, 2022
A.	Term Loans:
	1.	Nerida Shipping Co.		9,975			9,525
	2.	Singleton Shipping Co. and Tatum Shipping Co.		37,600			36,800
	3.	Reddick Shipping Co. and Verandi Shipping Co.		-			-
	4.	Costamare. Inc.		30,188			29,188
	5.	Bastian Shipping Co. and Cadence Shipping Co.		98,000			94,200
	6.	Adele Shipping Co.		54,500			53,000
	7.	Costamare Inc.		123,990			121,100
	8.	Quentin Shipping Co. and Sander Shipping Co.		72,898			70,886
	9.	Costamare Inc.		24,554			-
	10.	Capetanissa Maritime Corporation et al.		56,500			51,188
	11.	Caravokyra Maritime Corporation et al.		54,400			52,600
	12.	Achilleas Maritime Corporation et al.		-			-
	13.	Kelsen Shipping Co.		4,050			4,050
	14.	Uriza Shipping S.A.		17,400			16,750
	15.	Berg Shipping Co.		11,660			11,380
	16.	Reddick Shipping Co. and Verandi Shipping Co.		14,900			13,700
	17.	Evantone Shipping Co. and Fortrose Shipping Co.		20,750			20,000
	18.	Ainsley Maritime Co. and Ambrose Maritime Co.		141,964			139,286
	19.	Hyde Maritime Co. and Skerrett Maritime Co.		138,519			135,692
	20.	Kemp Maritime Co.		70,350			68,800
	21.	Vernes Shipping Co.		12,650			12,200
	22.	Achilleas Maritime Corporation et al.		125,360			86,239
	23.	Novara et al.		63,833			73,105
	24.	Costamare Inc.		59,952			57,238
	25.	Costamare Inc.		80,228			78,345
	26.	Costamare Inc.		-			-
	27.	Costamare Inc.		79,348			26,694
	28.	Amoroto et al.		103,423			116,797
	29.	Costamare Inc.		-			-
	30.	Dattier Marine Corp et al.		43,480			41,923
	31.	Bernis Marine Corp. et al.		-			52,525
	32.	Costamare Inc.		-			56,700
	33.	Costamare Inc.		-			85,000
		Total Term Loans	$	1,550,472		$	1,614,911
B.	Other financing arrangements			803,589			791,241
C.	Unsecured Bond Loan			113,260			111,010
		Total long-term debt	$	2,467,321		$	2,517,162
		Less: Deferred financing costs		(25,238	)		(23,967	)
		Total long-term debt, net		2,442,083			2,493,195
		Less: Long-term debt current portion		(278,326	)		(330,053	)
		Add: Deferred financing costs, current portion		5,961			5,436
		Total long-term debt, non-current, net	$	2,169,718		$	2,168,578

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

A. Term Loans:

1. On August 1, 2017, Nerida Shipping Co. entered into a loan agreement with a bank for an amount of up to $17,625 for the purpose of financing general corporate purposes relating to Maersk Kowloon. On August 3, 2017 the Company drew the amount of $17,625. As of March 31, 2022, the outstanding balance of $9,525 is repayable in two equal quarterly installments of $450, from May 2022 to July 2022 and a balloon payment of $8,625 payable together with the last installment.

2. On July 17, 2018, Tatum Shipping Co. and Singleton Shipping Co. entered into a loan agreement with a bank for an amount of up to $48,000, for the purpose of financing general corporate purposes relating to the vessels Megalopolis and Marathopolis. The facility has been drawn down in two tranches on July 20, 2018 and August 2, 2018. As of March 31, 2022, the outstanding balance of Tranche A of $18,400 is repayable in 14 equal quarterly installments of $400, from April 2022 to June 2025 and a balloon payment of $12,800 payable together with the last installment. As of March 31, 2022, the outstanding balance of Tranche B of $18,400 is repayable in 14 equal quarterly installments of $400, from May 2022 to July 2025 and a balloon payment of $12,800 payable together with the last installment.

3. On October 26, 2018, Reddick Shipping Co. and Verandi Shipping Co., entered into a loan agreement with a bank for an amount of up to $25,000, for the purpose of financing general corporate purposes relating to the vessels Maersk Kleven and Maersk Kotka. The facility has been drawn down in two tranches on October 30, 2018. On March 24, 2021, the then outstanding balance of $14,020 was fully repaid.

4. On November 27, 2018, the Company entered into a loan agreement with a bank for an amount of $55,000 in order to refinance previously held loans. The facility has been drawn down in two tranches. Tranche A of $28,000 was drawn down on November 30, 2018 and Tranche B (the revolving part of the loan) of $27,000 was drawn down on December 11, 2018. During the year ended December 31, 2019 and following the sale of the vessels MSC Pylos, Sierra II, Reunion and Namibia II, the Company prepaid in aggregate, the amount of $10,615. On November 11, 2020, the Company drew down the amount of $5,803 under the revolving part of the loan and provided the vessel Scorpius (ex. JPO Scorpius) as additional security. As of March 31, 2022, the outstanding balance of Tranche A of $7,000 is repayable in seven equal quarterly installments of $1,000, from May 2022 to November 2023. As of March 31, 2022, the outstanding balance of Tranche B of $22,188 is payable in November 2023 (Note 22 (c)(iii)). As of March 31, 2022, the vessel Sealand Michigan was classified as “Vessel held for sale” (Note 7) and the then outstanding amount of $6,869 is included in the Current portion of long-term debt, net of deferred financing costs in the accompanying balance sheet.

5. On June 18, 2019, Bastian Shipping Co. and Cadence Shipping Co., entered into a loan agreement with a bank for an amount of up to $136,000, for the purpose of financing the acquisition costs of MSC Ajaccio and MSC Amalfi (Note 12) and general corporate purposes relating to the two vessels. The facility was drawn down in two tranches on June 24, 2019. As of March 31, 2022, the aggregate outstanding balance of the two tranches of $94,200 is repayable in 21 variable quarterly installments, from June 2022 to June 2027 and a balloon payment per tranche of $14,400 payable together with the last installment.

6. On June 24, 2019, Adele Shipping Co. entered into a loan agreement with a bank for an amount of up to $68,000, for the purpose of financing the acquisition cost of MSC Azov (Note 12) and general corporate purposes relating to the vessel. The facility was drawn down on July 12, 2019. As of March 31, 2022, the outstanding balance of the loan of $53,000 is repayable in 18 equal quarterly installments of $1,500, from April 2022 to June 2026 and a balloon payment of $26,000 payable together with the last installment.

7. On June 28, 2019, the Company entered into a loan agreement with a bank for an amount of up to $150,000, in order to partially refinance two term loans. Vessels Value, Valence and Vantage were provided as security. The facility was drawn down in three tranches on July 15, 2019. As of March 31, 2022, the outstanding balance of each tranche of $40,367, is repayable in 14 equal quarterly installments of $963.3 from April 2022 to July 2025 and a balloon payment of $26,880, each payable together with the last installment.

8. On July 18, 2019, the Company entered into a loan agreement with a bank for an amount of up to $94,000, in order to partially refinance one term loan. Vessels Valor and Valiant were provided as security. The facility was drawn down in two tranches on July 24, 2019. As of March 31, 2022, the outstanding balance of each tranche of $35,443.2, is repayable in 14 equal quarterly installments of $1,005.7 from April 2022 to July 2025 and a balloon payment of $21,363.6 each payable together with the last installment.

9. On February 13, 2020, the Company entered into a loan agreement with a bank for an amount of up to $30,000 in order to partly finance the acquisition cost of the vessels Vulpecula, Volans, Virgo and Vela. On February 18, 2020, the Company drew down the amount of $30,000 in four tranches. On January 31, 2022, the then outstanding balance of $24,554 of the loan was fully repaid.

10. On April 24, 2020, Capetanissa Maritime Corporation, Christos Maritime Corporation, Costis Maritime Corporation, Joyner Carriers S.A. and Rena Maritime Corporation, entered into a loan agreement with a bank for an amount of up to $70,000, in order to refinance two term loans. The facility was drawn down on May 6, 2020. On March 8, 2022, the Company prepaid $3,062, due to the sale of vessel Messini (Note 7), on the then outstanding balance. As of March 31, 2022, the outstanding balance of $51,188 is repayable in 13 equal quarterly installments of $2,123 from May 2022 to May 2025 and a balloon payment of $23,589 payable together with the last installment (Note 22 (c)(iii)). As of March 31, 2022, the vessels York and Sealand Washington were classified as “Vessels held for sale” (Note 7) and the then aggregate outstanding amount of $17,706 is included in the Current portion of long-term debt, net of deferred financing costs in the accompanying balance sheet.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

11. On May 29, 2020, Caravokyra Maritime Corporation, Costachille Maritime Corporation, Kalamata Shipping Corporation, Marina Maritime Corporation, Navarino Maritime Corporation and Merten Shipping Co., entered into a loan agreement with a bank for an amount of up to $70,000, in order to partly refinance one term loan. The facility was drawn down on June 4, 2020. As of March 31, 2022, the outstanding balance of $52,600 is repayable in 13 equal quarterly installments of $1,800 from June 2022 to June 2025 and a balloon payment of $29,200 payable together with the last installment (Note 22 (c)(iii)). As of March 31, 2022, the vessel Maersk Kalamata was classified as “Vessel held for sale” (Note 7) and the then outstanding amount of $6,690 is included in the Current portion of long-term debt, net of deferred financing costs in the accompanying balance sheet.

12. On June 11, 2020, Achilleas Maritime Corporation, Angistri Corporation, Fanakos Maritime Corporation, Fastsailing Maritime Co., Flow Shipping Co., Idris Shipping Co., Leroy Shipping Co., Lindner Shipping Co., Miko Shipping Co., Spedding Shipping Co., Takoulis Maritime Corporation and Timpson Shipping Co., entered into a loan agreement with a bank for an amount of up to $70,000, in order to partly refinance one term loan. The facility was drawn down on June 17, 2020. On September 10, 2020 and September 16, 2020, the Company prepaid $1,450 and $4,878, respectively due to the sale of vessels Zagora and Singapore Express (Note 7), on the then outstanding balance. On January 29, 2021 and May 21, 2021, the Company prepaid $4,861 and $1,012, respectively due to the sale of vessels Halifax Express and Prosper (Note 7), on the then outstanding balance. On June 4, 2021, the then outstanding balance of $50,105 of the loan was fully repaid.

13. On December 15, 2020, Kelsen Shipping Co. entered into a loan agreement with a bank for an amount of $8,100, in order to partially refinance one term loan. The facility was drawn down on December 17, 2020. As of March 31, 2022, the outstanding balance of the loan of $4,050 is repayable in two equal semi-annual installments of $2,025, from June 2022 to December 2022.

14. On November 10, 2020, Uriza Shipping S.A. entered into a loan agreement with a bank for an amount of $20,000, in order to refinance one term loan. The facility was drawn down on November 12, 2020. As of March 31, 2022, the outstanding balance of the loan of $16,750 is repayable in 15 equal quarterly installments of $650, from May 2022 to November 2025 and a balloon payment of $7,000 payable together with the last installment (Note 22 (c)(iii)).

15. On January 27, 2021, Berg Shipping Co. entered into a loan agreement with a bank for an amount of $12,500, in order to finance the acquisition cost of the vessel Neokastro. The facility was drawn down on January 29, 2021. As of March 31, 2022, the outstanding balance of the loan of $11,380 is repayable in 16 equal quarterly installments of $280, from April 2022 to January 2026 and a balloon payment of $6,900 payable together with the last installment.

16. On March 16, 2021, Reddick Shipping Co. and Verandi Shipping Co. entered into a loan agreement with a bank for an amount of $18,500, in order to refinance one term loan and for general corporate purposes. The facility was drawn down in two tranches on March 23, 2021. As of March 31, 2022, the outstanding balance of each tranche of $6,850 is repayable in six equal quarterly installments of $600, from June 2022 to September 2023 and a balloon payment of $3,250 each payable together with the last installment.

17. On March 18, 2021, Evantone Shipping Co. and Fortrose Shipping Co. entered into a loan agreement with a bank for an amount of $23,000 for the purpose of financing general corporate purposes. The facility was drawn down on March 23, 2021. As of March 31, 2022, the outstanding balance of the loan of $20,000 is repayable in 16 equal quarterly installments of $750, from June 2022 to March 2026 and a balloon payment of $8,000 payable together with the last installment.

18. On March 19, 2021, Ainsley Maritime Co. and Ambrose Maritime Co. entered into a loan agreement with a bank for an amount of $150,000, in order to refinance two term loans (Note 7) and for general corporate purposes. The facility was drawn down in two tranches on March 24, 2021. As of March 31, 2022, the outstanding balance of each tranche of $69,642.9 is repayable in 36 equal quarterly installments of $1,339.3, from June 2022 to March 2031 and a balloon payment of $21,428.6 each payable together with the last installment.

19. On March 24, 2021, Hyde Maritime Co. and Skerrett Maritime Co. entered into a loan agreement with a bank for an amount of $147,000, in order to refinance two term loans (Note 7) and for general corporate purposes. The facility was drawn down in two tranches on March 26, 2021. As of March 31, 2022, the outstanding balance of Tranche A of $67,846.2 is repayable in 26 equal quarterly installments of $1,413.5, from June 2022 to September 2028 and a balloon payment of $31,096.2 each payable together with the last installment. As of March 31, 2022, the outstanding balance of Tranche B of $67,846.2 is repayable in 16 equal quarterly installments of $1,413.5, from June 2022 to March 2026 and a balloon payment of $45,230.8 each payable together with the last installment.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

20. On March 29, 2021, Kemp Maritime Co. entered into a loan agreement with a bank for an amount of $75,000, in order to refinance one term loan (Note 7) and for general corporate purposes. The facility was drawn down on March 30, 2021. As of March 31, 2022, the outstanding balance of the loan of $68,800 is repayable in 28 variable quarterly installments from June 2022 to March 2029 and a balloon payment of $28,600 payable together with the last installment.

21. On March 29, 2021, Vernes Shipping Co. entered into a loan agreement with a bank for an amount of $14,000, in order to finance the acquisition cost of the vessel Glen Canyon (Note 7). The facility was drawn down on March 31, 2021. As of March 31, 2022, the outstanding balance of the loan of $12,200 is repayable in 16 equal quarterly installments of $450, from June 2022 to March 2026 and a balloon payment of $5,000 payable together with the last installment (Note 22 (c)(iii)).

22. On June 1, 2021, Achilleas Maritime Corporation, Angistri Corporation, Fanakos Maritime Corporation, Fastsailing Maritime Co., Lindner Shipping Co., Miko Shipping Co., Saval Shipping Co., Spedding Shipping Co., Tanera Shipping Co., Timpson Shipping Co. and Wester Shipping Co., entered into a loan agreement with a bank for an amount of up to $158,105, in order to partly refinance one term loan and to finance the acquisition cost of the vessels Porto Cheli, Porto Kagio and Porto Germeno. The facility was drawn down in four tranches. On June 4, 2021, the Refinancing tranche of $50,105 and Tranche C of $38,000 were drawn down, on June 7, 2021, Tranche A of $35,000 was drawn down and on June 24, 2021, Tranche B of $35,000 was drawn down. On August 12, 2021, the Company prepaid $7,395.1 due to the sale of vessel Venetiko (Note 7), on the then outstanding balance. On October 12, 2021 and October 25, 2021, the Company prepaid $6,531 and $6,136, respectively due to the sale of ZIM Shanghai and ZIM New York, on the then outstanding balance. As of March 31, 2022, the outstanding balance of Refinancing tranche of $25,239 is repayable in 17 equal quarterly installments of $1,391.5 payable from June 2022 to June 2026 and a balloon payment of $1,583.4, payable together with the last installment. As of March 31, 2022, the vessel Sealand Illinois was classified as “Vessel held for sale” (Note 7) and the then outstanding amount of $5,935.8 is included in the Current portion of long-term debt, net of deferred financing costs in the accompanying balance sheet. As of March 31, 2022, the outstanding balance of Tranche A of $30,500 is repayable in 17 equal quarterly installments of $1,500, from June 2022 to June 2026 and a balloon payment of $5,000 payable together with the last installment. As of March 31, 2022, the outstanding balance of Tranche B of $30,500 is repayable in 17 equal quarterly installments of $1,500, from June 2022 to June 2026 and a balloon payment of $5,000 payable together with the last installment. On February 1, 2022, the then outstanding balance of Tranche C of $34,730 was fully repaid.

23. On June 7, 2021, Novara Shipping Co., Finney Shipping Co., Alford Shipping Co. and Nisbet Shipping Co. entered into a loan agreement with a bank for an amount of up to $79,000, in order to finance the acquisition cost of the vessels Androusa, Norfolk, Gialova and Dyros (Note 7). The first two tranches of the facility of $22,500 each, were drawn on June 10, 2021, the third tranche of $22,500 was drawn on August 25, 2021, while the fourth tranche of $11,500 was drawn on January 18, 2022. As of March 31, 2022, the aggregate outstanding balance $40,680 of the first two tranches, is repayable in 13 variable quarterly installments from June 2022 to June 2025 and a balloon payment of $24,120 in the aggregate, payable together with the last installment. As of March 31, 2022, the outstanding balance of the third tranche of $20,925, is repayable in 14 variable quarterly installments from May 2022 to August 2025 with a balloon payment of $10,980, payable together with the last installment. As of March 31, 2022, the outstanding balance of the fourth tranche of $11,500, is repayable in 16 variable quarterly installments from April 2022 to January 2026 with a balloon payment of $4,692, payable together with the last installment.

24. On July 8, 2021, the Company entered into a loan agreement with a bank for an amount of up to $62,500, in order to finance the acquisition cost of the vessels Pegasus, Eracle, Peace, Sauvan, Pride, Acuity, Comity and Athena. An aggregate amount of $49,236.3, was drawn during July 2021, an amount of $7,300 was drawn in August 2021 and an amount of $5,963.8 was drawn in October 2021, to finance the acquisition of the eight vessels. As of March 31, 2022, the aggregate outstanding balance of $57,238 is repayable in variable quarterly installments from April 2022 to October 2026 with an aggregate balloon payment of $17,684.5 that is payable together with the respective last installments.

25. On July 9, 2021, the Company entered into a loan agreement with a bank for an amount of up to $81,500, in order to finance the acquisition cost of the vessels Builder, Adventure, Manzanillo, Alliance, Seabird, Aeolian, Farmer and Greneta. Five tranches of the facility with aggregate amount of $44,620 were drawn during July 2021 to finance the acquisition of the first five vessels, one tranche amounting to $12,480 was drawn in August 2021 to finance the acquisition of the vessel Aeolian, one tranche amounting to $13,250 was drawn in October 2021 to finance the acquisition of the vessel Farmer and one tranche amounting to $13,250 was drawn in December 2021 to finance the acquisition of the vessel Greneta. As of March 31, 2022, the aggregate outstanding balance of $78,345 is repayable in variable quarterly installments from April 2022 to December 2026 with an aggregate balloon payment of $43,850 that is payable together with the respective last installments.

26. On July 12, 2021, the Company entered into a revolving facility agreement for an amount of up to $24,500, for the purpose of financing general and working capital purposes. The amount of $24,500 was drawn down on July 15, 2021. On November 1, 2021, the Company fully prepaid the outstanding balance of $24,500.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

27. On July 16, 2021, the Company entered into a hunting license facility agreement with a bank for an amount of up to $120,000, in order to finance the acquisition cost of the vessels Bernis, Verity, Dawn, Discovery, Clara, Serena, Parity, Taibo, Thunder, Rose, Equity and Curacao. Three tranches of the facility with an aggregate amount of $34,200 were drawn during July 2021, to finance the acquisition of the first three vessels, three tranches of the facility with an aggregate amount of $28,050 were drawn during August 2021, to finance the acquisition of the subsequent three vessels, three tranches of the facility with an aggregate amount of $27,600 were drawn during September 2021, to finance the acquisition of the subsequent three vessels and three last tranches of the facility with an aggregate amount of $30,100 were drawn during October 2021, to finance the acquisition of the last three vessels. On December 21, 2021, the Company prepaid the amount of $38,844 regarding the tranches of vessels Clara, Rose, Thunder and Equity (Note 11.A.30). On January 7, 2022, the Company prepaid the amount of $51,885 regarding the tranches of vessels Bernis, Verity, Dawn, Discovery and Parity (Note 11.A.31). As of March 31, 2022, the aggregate outstanding balance of $26,694 is repayable in variable quarterly installments from April 2022 to October 2026 with an aggregate balloon payment of $12,570 that is payable together with the respective last installments.

28. On July 27, 2021, Amoroto Marine Corp., Bermeo Marine Corp., Bermondi Marine Corp., Briande Marine Corp., Camarat Marine Corp., Camino Marine Corp., Canadel Marine Corp., Cogolin Marine Corp., Fruiz Marine Corp., Gajano Marine Corp., Gatika Marine Corp., Guernica Marine Corp., Laredo Marine Corp., Onton Marine Corp. and Solidate Marine Corp. amongst others, entered into a hunting license facility agreement with a bank for an amount of up to $125,000, in order to finance the acquisition cost of the vessels Progress, Merida, Miner, Uruguay, Resource, Konstantinos, Cetus (ex. Charm), Titan I, Bermondi, Orion, Merchia and Damon, as well as the acquisition of further vessels. Two tranches of the facility with an aggregate amount of $18,000 were drawn during August 2021 to finance the acquisition of the first two vessels, four tranches of the facility with an aggregate amount of $32,430 were drawn during September 2021 to finance the acquisition of the subsequent four vessels, one tranche of the facility with an aggregate amount of $7,347 were drawn during October 2021 to finance the acquisition of the vessel Cetus (ex. Charm), three tranches of the facility with an aggregate amount of $33,645 were drawn during November 2021 to finance the acquisition of the subsequent three vessels, one tranche of the facility with an amount of $14,100 was drawn in December 2021 to finance the acquisition of the subsequent one vessel and one tranche of the facility with an amount of $13,374 was drawn in January 2022 to the finance the acquisition of the last vessel. As of March 31, 2022, the aggregate outstanding balance of $116,797 is repayable in variable quarterly installments from April 2022 to January 2027 with an aggregate balloon payment of $60,705.7 that is payable together with the respective last installments.

29. On September 10, 2021, the Company entered into a hunting license facility agreement with a bank for an amount of up to $150,000 in order to finance part of the acquisition cost of dry-bulk vessels. No drawdown had occurred as of March 31, 2022 (Note 22(f)).

30. On December 10, 2021, Dattier Marine Corp., Dramont Marine Corp., Gassin Marine Corp. and Merle Marine Corp. entered into a loan agreement with a bank for an amount of up to $43,500, in order to refinance the term loan of the vessels Equity, Thunder, Rose and Clara. The facility was drawn down on December 20, 2021. As of March 31, 2022, the aggregate outstanding balance of $41,923 is repayable in variable quarterly installments from June 2022 to December 2026 with an aggregate balloon payment of $12,330 that is payable together with the respective last installments. As of March 31, 2022, the vessel Thunder was classified as “Vessel held for sale” (Note 7) and the then outstanding amount of $10,645 (Note 22 (e)(ii)) is included in the Current portion of long-term debt, net of deferred financing costs in the accompanying balance sheet.

31. On December 24, 2021, Bernis Marine Corp. Andati Marine Corp., Barral Marine Corp., Cavalaire Marine Corp. and Astier Marine Corp. entered into a loan agreement with a bank for an amount of up to $55,000, in order to refinance the term loan of the vessels Bernis, Verity, Dawn, Discovery and Parity discussed in Note 11.A.27. On January 5, 2022, Bernis Marine Corp. Andati Marine Corp., Barral Marine Corp., Cavalaire Marine Corp. and Astier Marine Corp. drew down the aggregate amount of $52,525, in order to refinance one term loan discussed in Note 11.A.27. As of March 31, 2022, the aggregate outstanding balance of $52,525 is repayable in 20 equal quarterly installments of $1,547, from April 2022 to January 2027 and a balloon payment of $21,583 payable together with the last installment.

32. On December 28, 2021, the Company entered into a hunting license facility agreement with a bank for an amount of up to $100,000 in order to finance the acquisition cost of the secondhand dry bulk vessels Pythias, Hydrus (ex. Egyptian Mike), Phoenix, Oracle and Libra (Note 7) and of other dry bulk vessels that the Company has not identified to date. During January 2022, the Company drew down the aggregate amount of $56,700. As of March 31, 2022, the aggregate outstanding balance of $56,700 is repayable in variable quarterly installments, from April 2022 to January 2028 with an aggregate balloon payment of $26,807.5 that is payable together with the respective last installments.

33. On January 26, 2022, the Company entered into a loan agreement with a bank for an amount of up to $85,000 in order to refinance the term loan discussed in Note 11.A.9, Tranche C of the term loan discussed in Note 11.A.22 and for general corporate purposes. On January 31, 2022, the Company drew down the amount of $85,000. As of March 31, 2022, the outstanding balance of $85,000 is repayable in 16 variable quarterly installments, from April 2022 to January 2026 and a balloon payment of $19,000 payable together with the last installment.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The term loans discussed above bear interest at LIBOR plus a spread and are secured by, inter alia, (a) first-priority mortgages over the financed vessels, (b) first priority assignments of all insurances and earnings of the mortgaged vessels and (c) corporate guarantees of Costamare or its subsidiaries, as the case may be. The loan agreements contain usual ship finance covenants, including restrictions as to changes in management and ownership of the vessels, as to additional indebtedness and as to further mortgaging of vessels, as well as minimum requirements regarding hull Value Maintenance Clauses in the range of 100% to 125%, restrictions on dividend payments if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend and may also require the Company to maintain minimum liquidity, minimum net worth, interest coverage and leverage ratios, as defined.

B. Other Financing Arrangements

1. In August 2018, the Company, through five wholly-owned subsidiaries, entered into five pre and post-delivery financing agreements with a financial institution for the five newbuild containerships (Note 7). The Company is required to repurchase each underlying vessel at the end of the lease and as such it has assessed that under ASC 606, the advances paid for the vessels under construction are not derecognized and the amounts received are accounted for as financing arrangements. The financing arrangements bear fixed interest and the interest expense incurred for the year ended December 31, 2021 amounted to $465, in the aggregate, and is capitalized in “Vessels and advances, net” in the accompanying 2021 consolidated balance sheet. The total financial liability under these financing agreements is repayable in 121 monthly installments beginning upon vessel delivery date including the amount of purchase obligation at the end of the agreements. As of March 31, 2022 and following the delivery of the five newbuilds (Note 7), the aggregate outstanding amount of their financing arrangements is repayable in various installments from April 2022 to May 2031 including the amount of purchase obligation at the end of each financing agreement. The financing arrangements bear fixed interest and for the three-month period ended March 31, 2022, the interest expense incurred amounted to $4,473, in aggregate, ($3,345 for the three-month period ended March 31, 2021) and is included in Interest and finance costs in the accompanying 2022 consolidated statement of income.

2. On November 12, 2018, the Company entered into a Share Purchase Agreement with York. As at that date, the Company assumed the financing agreements that the five ship-owning companies had entered into for their vessels along with the obligation to pay the remaining part of the consideration under the provisions of the Share Purchase Agreement within the next 18 months from the date of the transaction. According to the financing arrangements, the Company is required to repurchase each underlying vessel at the end of the lease and as such it has assessed that under ASC 606 and ASC 840 the assumed financial liability is accounted for as a financing arrangement. The amount payable to York has been accounted for under ASC 480-Distinguishing liabilities from equity and has been measured under ASC 835-30- Imputation of interest in accordance with the interest method. On May 12, 2020, the outstanding amount of the Company’s obligation to York was fully repaid. As at March 31, 2022, the aggregate outstanding amount of the five financing arrangements (Note 22 (c)(iii)) is repayable in various installments from April 2022 to October 2028 and a balloon payment for each of the five financing arrangements of $32,022, payable together with the last installment. The financing arrangements bear fixed interest and for the three-month period ended March 31, 2022, the interest expense incurred amounted to $4,377 ($4,915 for the three-month period ended March 31, 2021), in aggregate, and is included in Interest and finance costs in the accompanying consolidated statements of income.

As of March 31, 2022, the aggregate outstanding balance of the financing arrangements under (1) and (2) above was $791,241.

C. Unsecured Bond Loan (“Bond Loan”)

In May 2021, the Company, through its wholly owned subsidiary, Costamare Participations Plc (the “Issuer”), issued €100,000 of unsecured bonds to investors (the “Bond Loan”) and listed the bonds on the Athens Exchange. The Bond Loan will mature in May 2026 and carries a coupon of 2.70%, payable semiannually. The bond offering was completed on May 25, 2021. The trading of the Bonds on the Athens Exchange commenced on May 26, 2021. The net proceeds of the offering are intended to be used for the repayment of indebtedness, vessel acquisitions and working capital purposes.

The Bond Loan can be called in part (pro-rata) or in full by Costamare Participations Plc on any coupon payment date, after the second anniversary and until 6 months prior to maturity. If the Bond Loan is redeemed (in part or in full) on i) the5th and/or6th coupon payment date, bondholders will receive a premium of 1.5% on the nominal amount of the bond redeemed, ii) the 7th and/or 8th coupon payment date, bondholders will receive a premium of 0.5% on the nominal amount of the bond redeemed; no premium shall be paid for a redemption occurring on the 9th coupon payment date. In case there is a material change in the tax treatment of the Bond Loan for Costamare Participations Plc, then the Issuer has the right, at any time, to fully prepay the Bond Loan without paying any premium. The Issuer can exercise the early redemption right in part, one or more times, by pre-paying each time a nominal amount of bonds equal to at least €10,000, provided that the remaining nominal amount of the bonds after the early redemption is not lower than €50,000.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

As of March 31, 2022, the outstanding balance of the bond amounted to $111,010. For the three-month period ended March 31, 2022, the interest expense incurred amounted to $749 and is included in Interest and finance costs in the accompanying consolidated statements of income.

The annual repayments under the Term Loans, Other Financing Arrangements and Unsecured bond after March 31, 2022, giving effect to the term loans discussed in Notes 11.A.4, 11.A.10, 11.A.11, 11.A.22 and 11.A.30, are in the aggregate as follows:

Year ending December 31,	Amount
2022	$	255,784
2023		281,907
2024		226,976
2025		435,800
2026		495,873
2027 and thereafter		820,822
Total	$	2,517,162

The interest rate of Costamare’s Term Loans and Other Financing Arrangements (inclusive of fixed rate Term Loans and the related cost of interest rate swaps) as at December 31, 2021 and March 31, 2022, was in the range 1.82% - 4.80% and 1.91% - 4.78%, respectively. The weighted average interest rate of Costamare’s Term Loans and Other Financing Arrangements (inclusive of fixed rate Term Loans and the related cost of interest rate swaps) as at December 31, 2021 and March 31, 2022, was 3.3% and 3.4%, respectively.

Total interest expense incurred on long-term debt including the effect of the hedging interest rate swaps (discussed in Notes 17 and 19) and capitalized interest for the three-month periods ended March 31, 2021 and 2022, amounted to $13,838 and $21,331, respectively. Of the above amounts, $13,519 and $21,331, are included in Interest and finance costs in the accompanying consolidated statements of income for the three-month periods ended March 31, 2021 and 2022, respectively, whereas in 2021 an amount $319 is capitalized and included in Vessels and Advances, net in the consolidated balance sheet as of March 31, 2021.

D. Financing Costs

The amounts of financing costs included in the loan balances and finance lease liabilities (Note 12) are as follows:


Balance, January 1, 2022	$	25,716
Additions		1,606
Amortization and write-off		(2,236	)
Transfers and other movements		64
Balance, March 31, 2022	$	25,150
Less: Current portion of financing costs		(5,436	)
Financing costs, non-current portion	$	19,714

Financing costs represent legal fees and fees paid to the lenders for the conclusion of the Company’s financing. The amortization and write-off of loan financing costs is included in interest and finance costs in the accompanying consolidated statements of income (Note 17).

12. Right-of-Use Assets and Finance Lease Liabilities:

Between January and April 2014, the Company took delivery of the newbuild container vessels MSC Azov, MSC Ajaccio and MSC Amalfi. Upon the delivery of each vessel, the Company agreed with a financial institution to refinance the then outstanding balance of the loans relating to these vessels by entering into a ten-year sale and leaseback transaction for each container vessel. The shipbuilding contracts were novated to the financial institution for an amount of $85,572 each. On June 18, 2019, Bastian Shipping Co. and Cadence Shipping Co. signed a loan agreement with a bank for the purpose of financing the acquisition costs of the MSC Ajaccio and the MSC Amalfi (Note 11.A.5). On July 12, 2019 and July 15, 2019, the two above-mentioned subsidiaries repaid the then outstanding lease liability of the two container vessels.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

On June 24, 2019, Adele Shipping Co. signed a loan agreement with a bank for the purpose of financing the acquisition cost of the MSC Azov (Note 11.A.6). On July 12, 2019, the Company drew down the amount of $68,000 and on July 18, 2019 the above-mentioned subsidiary repaid the then outstanding lease liability of the container vessel.

On July 6, 2016 and July 15, 2016, the Company agreed with a financial institution to refinance the then outstanding balance of the loans relating to the container vessels MSC Athos and the MSC Athens, by entering into a seven-year sale and leaseback transaction for each vessel. In May 2019, a supplemental agreement was signed to the existing sale and leaseback facility with the financial institution for an additional amount of up to $12,000 in order to finance the installation of scrubbers on the containerships MSC Athens and MSC Athos. In September 2020, after the completion of the scrubber installation on the two vessels, the Company drew down the amount of $12,000 and the repayment of the outstanding liability was extended up to 2026.

On June 19, 2017, the Company entered into two seven-year sale and leaseback transactions with a financial institution for the container vessels Leonidio and Kyparissia.

The sale and leaseback transactions were classified as finance leases. As the fair value of each vessel sold was in excess of its carrying amount, the difference between the sale proceeds and the carrying amount was classified as prepaid lease rentals or as unearned revenue.

At January 1, 2019, as a result of the adoption of ASC 842 Leases, the balance of Prepaid lease rentals of $42,919 and Deferred gain, net, amounted to $3,557, were reclassified to Right-of-Use assets.

The total value of the vessels, at the inception of the finance lease transactions, was $452,564, in the aggregate. The depreciation charged during the three-month periods ended March 31, 2021 and 2022, amounted to $1,846, and $1,846, respectively, and is included in Depreciation in the accompanying consolidated statements of income. As of December 31, 2021, and March 31, 2022, accumulated depreciation amounted to $35,220 and $37,066, respectively, and is included in Right-of-use assets, in the accompanying consolidated balance sheets. As of December 31, 2021, and March 31, 2022, the net book value of the vessels amounted to $191,303 and $189,393, respectively, and is separately reflected as Right-of-use assets, in the accompanying consolidated balance sheets.

The finance lease liabilities amounting to $112,656 as at March 31, 2022 are scheduled to expire through 2026 and include a purchase option to repurchase the vessels at any time during the charter period and an obligation to repurchase the vessels at the end of the charter period (Note 22 (c)(iii)). Total interest expenses incurred on finance leases, for the three-month periods ended March 31, 2021 and 2022, amounted to $1,222 and $1,075, respectively, and are included in Interest and finance costs in the accompanying consolidated statements of income. Finance lease liabilities of MSC Athos and MSC Athens bear interest at LIBOR plus a spread, which is not included in the annual lease payments table below.

The annual lease payments under the finance leases after March 31, 2022, are in the aggregate as follows:

Year ending December 31,	Amount
2022	$	13,717
2023		18,267
2024		37,157
2025		13,376
2026		33,344
Total	$	115,861
Less: Amount of interest (Leonidio and Kyparissia)		(3,205	)
Total lease payments	$	112,656
Less: Financing costs, net		(433	)
Total lease payments, net	$	112,223

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The total finance lease liabilities, net of related financing costs, are presented in the accompanying December 31, 2021 and March 31, 2022 consolidated balance sheet as follows:

	December 31, 2021			March 31, 2022
Finance lease liabilities – current	$	16,858		$	16,901
Less: current portion of financing costs		(182	)		(178	)
Finance lease liabilities – non-current		99,985			95,755
Less: non-current portion of financing costs		(296	)		(255	)
Total	$	116,365		$	112,223

13. Accrued Charter Revenue, Current and Non-Current, Unearned Revenue, Current and Non-Current and Time Charter Assumed, Current and Non-Current:

(a) Accrued Charter Revenue, Current and Non-Current: The amounts presented as current and non-current accrued charter revenue in the accompanying consolidated balance sheets as of December 31, 2021 and March 31 2022, reflect revenue earned, but not collected, resulting from charter agreements providing for varying annual charter rates over their terms, which were accounted for on a straight-line basis at their average rates.

As at December 31, 2021, the net accrued charter revenue, totaling ($22,980), comprises of $7,361 separately reflected in Current assets, $8,183 separately reflected in Non-current assets, and ($38,524) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying consolidated 2021 balance sheet. As at March 31, 2022, the net accrued charter revenue, totaling ($26,337), comprises of $7,715 separately reflected in Current assets, $8,219 separately reflected in Non-current assets, and ($42,271) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying consolidated balance sheet. The maturities of the net accrued charter revenue as of December 31 of each year presented below are as follows:

Year ending December 31,	Amount
2022	$	(254	)
2023		(1,729	)
2024		(11,711	)
2025		(10,317	)
2026 and thereafter		(2,326	)
Total	$	(26,337	)

(b) Unearned Revenue, Current and Non-Current: The amounts presented as current and non-current unearned revenue in the accompanying consolidated balance sheets as of December 31, 2021 and March 31, 2022, reflect: (a) cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met, (b) any unearned revenue resulting from charter agreements providing for varying annual charter rates over their term, which were accounted for on a straight-line basis at their average rate and (c) the unamortized balance of the Time charter assumed liability associated with the acquisition of four out of the five vessels discussed in Notes 7 and 10, with charter parties assumed at values below their fair market value at the date of delivery of the vessels. During the year ended December 31, 2021 and the three-month period ended March 31, 2022, the amortization of the liability amounted to $621 and nil, respectively, and is included in Voyage revenue in the accompanying consolidated statement of income.

	December 31, 2021			March 31, 2022
Hires collected in advance	$	19,173		$	13,636
Charter revenue resulting from varying charter rates		38,524			42,271
Total	$	57,697		$	55,907
Less current portion		(23,830	)		(21,496	)
Non-current portion	$	33,867		$	34,411

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(c) Time Charter Assumed, Current and Non-Current: On November 12, 2018, the Company purchased the 60% equity interest it did not previously own, in the companies owning the containerships Triton, Titan, Talos, Taurus and Theseus. Any favorable lease terms associated with these vessels were recorded as an intangible asset (“Time charter assumed”) at the time of the acquisition and will be amortized over a period of 7.4 years. On March 29, 2021, the Company purchased the 51% equity interest it did not previously own, in the company owning the containership Cape Artemisio (Note 10). Any favorable lease term associated with this vessel was recorded as an intangible asset (“Time charter assumed”) at the time of the acquisition and will be amortized over a period of 4.3 years. As of December 31, 2021, and March 31, 2022, the aggregate balance of time charter assumed (current and non-current) was $865 and $816, respectively, and is separately reflected in the accompanying consolidated balance sheets. During the three-month periods ended March 31, 2021 and 2022, the amortization expense of Time charter assumed amounted to $47 and $49, respectively, and is included in Voyage revenue in the accompanying consolidated statements of income.

14. Commitments and Contingencies

a) Time charters: As of March 31, 2022, future minimum contractual time charter revenues assuming 365 revenue days per annum per vessel and the earliest redelivery dates possible, based on vessels’ committed, non-cancellable, time charter contracts, are as follows:

Year ending December 31,	Amount
2022	$	617,427
2023		779,044
2024		705,932
2025		511,878
2026		283,862
2027 and thereafter		479,904
Total	$	3,378,047

The above calculation includes the time charter arrangements of the Company’s vessels in operation as at March 31, 2022, but excludes the time charter arrangements of: 22 dry bulk vessels in operation for which their time charter rate is index-linked, six container vessels under contract (Note 7) and four dry bulk vessels for which the Company had not secured employment as of March 31, 2022. These arrangements as at March 31, 2022, have remaining terms of up to 114 months.

(b) Capital Commitments: Capital commitments of the Company as of March 31, 2022 were $0.6 billion in the aggregate, consisting of payments through the Company’s equity in relation to the six container vessels under contract discussed in Note 7 (Note 22(i)).

(c) Debt guarantees with respect to entities formed under the Framework Deed: As of March 31, 2022, and following the transaction with York discussed in Note 7, Costamare does not guarantee any loan with respect to entities formed under the Framework Deed.

(d) Other: Various claims, suits, and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents or suppliers relating to the Company’s vessels. Currently, management is not aware of any such claims not covered by insurance or of any contingent liabilities, which should be disclosed, or for which a provision has not been established in the accompanying consolidated financial statements.

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities not covered by insurance which should be disclosed or for which a provision should be established in the accompanying consolidated financial statements.

The Company is covered for liabilities associated with the vessels’ operations up to the customary limits provided by the Protection and Indemnity (“P&I”) Clubs, members of the International Group of P&I Clubs.

15. Common Stock and Additional Paid-In Capital:

(a) Common Stock: During each of the three-month periods ended March 31, 2021 and 2022, the Company issued 149,600 shares at par value of $0.0001 to Costamare Services pursuant to the Services Agreement (Note 3). The fair value of such shares was calculated based on the closing trading price at the date of issuance. There were no share-based payment awards outstanding during the three-month period ended March 31, 2022.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

On July 6, 2016, the Company implemented the Plan. The Plan offers holders of Company common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in the Company’s common stock. Participation in the Plan is optional, and shareholders who decide not to participate in the Plan will continue to receive cash dividends, as declared and paid in the usual manner. During the year ended December 31, 2021, the Company issued 1,226,066 shares, respectively, at par value of $0.0001 to its common stockholders, at an average price of $10.3224 per share. During the three-month period ended March 31, 2022, the Company issued 274,939 shares, respectively, at par value of $0.0001 to its common stockholders, at an average price of $13.3966 per share.

On November 30, 2021, the Company approved a share repurchase program of up to a maximum $150,000 of its common shares and up to $150,000 of its preferred shares. The timing of repurchases and the exact number of shares to be purchased will be determined by the Company’s management, in its discretion (Note 22(g)).

As of March 31, 2022, the aggregate issued share capital was 124,409,643 common shares at par value of $0.0001.

(b) Preferred Stock: During the year ended December 31, 2020, the Company repurchased and retired 95,574 preferred shares of all classes in the aggregate, at an average price of $17.63 per share. The face value of the preferred shares was cleared from Additional Paid-in Capital while the gain from this transaction, resulting as the difference between the fair value of the consideration paid and the carrying value of the preferred stock, was posted to retained earnings and added to net income to arrive at income available to common stockholders in the calculation of the earnings per share for the period (Note 16).

(c) Additional Paid-in Capital: The amounts shown in the accompanying consolidated balance sheets, as additional paid-in capital include: (i) payments made by the stockholders at various dates to finance vessel acquisitions in excess of the amounts of bank loans obtained, (ii) the difference between the par value of the shares issued in the Initial Public Offering in November 2010 and the offerings in March 2012, October 2012, August 2013, January 2014, May 2015, December 2016, May 2017 and January 2018 and the net proceeds received from the issuance of such shares excluding the shares bought back during the year ended December 31, 2020, (iii) the difference between the par value and the fair value of the shares issued to Costamare Shipping and Costamare Services (Note 3),(iv) the difference between the par value of the shares issued under the Plan and (v) the capital contribution resulted from the common control transaction with Longshaw (Note 3).

(d) Dividends declared and / or paid: During the three-month period ended March 31, 2021, the Company declared and paid to its common stockholders $0.10 per common share and, after accounting for shareholders participating in the Plan, the Company paid $9,342 in cash and issued 362,866 shares pursuant to the Plan for the fourth quarter of 2020. During the three-month period ended March 31, 2022, the Company declared and paid to its common stockholders $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $10,745 in cash and issued 274,939 shares pursuant to the Plan for the fourth quarter of 2021.

During the three-month period ended March 31, 2021, the Company declared and paid to its holders of Series B Preferred Stock (i) $939, or $0.476563 per share for the period from October 15, 2020 to January 14, 2021. During the three-month period ended March 31, 2022, the Company declared and paid to its holders of Series B Preferred Stock (i) $939, or $0.476563 per share for the period from October 15, 2021 to January 14, 2022.

During the three-month period ended March 31, 2021, the Company declared and paid to its holders of Series C Preferred Stock (i) $2,111, or $0.531250 per share for the period from October 15, 2020 to January 14, 2021. During the three-month period ended March 31, 2022, the Company declared and paid to its holders of Series C Preferred Stock (i) $2,111, or $0.531250 per share for the period from October 15, 2021 to January 14, 2022

During the three-month period ended March 31, 2021, the Company declared and paid to its holders of Series D Preferred Stock (i) $2,180, or $0.546875 per share for the period from October 15, 2020 to January 14, 2021. During the three-month period ended March 31, 2022, the Company declared and paid to its holders of Series D Preferred Stock (i) $2,180, or $0.546875 per share for the period from October 15, 2021 to January 14, 2022.

During the three-month period ended March 31, 2021, the Company declared and paid to its holders of Series E Preferred Stock (i) $2,537, or $0.554688 per share for the period from October 15, 2020 to January 14, 2021. During the three-month period ended March 31, 2022, the Company declared and paid to its holders of Series E Preferred Stock (i) $2,537, or $0.554688 per share for the period from October 15, 2021 to January 14, 2022.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

16. Earnings per share

All common shares issued are Costamare common stock and have equal rights to vote and participate in dividends. Profit or loss attributable to common equity holders is adjusted by the contractual amount of dividends on Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock that should be paid for the period. Dividends paid or accrued on Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock during each of the three-month periods ended March 31, 2021 and 2022, amounted to $7,595.

	For the three-month period ended March 31,
	2021			2022
	Basic EPS			Basic EPS
Net income	$	68,141		$	123,037
Less: paid and accrued earnings allocated to Preferred Stock		(7,595	)		(7,595	)
Net income available to common stockholders		60,546			115,442
Weighted average number of common shares, basic and diluted		122,384,052			124,150,337
Earnings per common share, basic and diluted	$	0.49		$	0.93

17. Interest and Finance Costs:

The interest and finance costs in the accompanying consolidated statements of income are as follows:

	For the three-month period ended March 31,
	2021			2022
Interest expense	$	14,330		$	20,662
Interest capitalized		(319	)		-
Swap effect		730			1,744
Amortization and write-off of financing costs		1,246			2,240
Bank charges and other financing costs		120			484
Total	$	16,107		$	25,130

18. Taxes:

Under the laws of the countries of incorporation for the vessel-owning companies and/or of the countries of registration of the vessels, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in Vessel operating expenses in the accompanying consolidated statements of income.

The vessel-owning companies with vessels that have called on the United States during the relevant year of operation are obliged to file tax returns with the Internal Revenue Service. The applicable tax is 50% of 4% of U.S.-related gross transportation income unless an exemption applies. Management believes that, based on current legislation the relevant vessel-owning companies are entitled to an exemption under Section 883 of the Internal Revenue Code of 1986, as amended.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

19. Derivatives:

(a) Interest rate and Cross-currency swaps and interest rate caps that meet the criteria for hedge accounting: The Company manages its exposure to floating interest rates and foreign currencies by entering into interest rate and cross-currency rate swap agreements with varying start and maturity dates.

The interest rate swaps are designed to hedge the variability of interest cash flows arising from floating rate debt, attributable to movements in three-month or six-month USD LIBOR. According to the Company’s Risk Management Accounting Policy, after putting in place the formal documentation at the inception of the hedging relationship, as required by ASC 815, following the adoption of ASU 2017-12, these interest rate swaps qualified for hedge accounting. The change in the fair value of the interest rate derivative instruments that qualified for hedge accounting is recorded in “Other Comprehensive Income” and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in Interest and finance cost. The change in the fair value of the interest rate derivative instruments that did not qualify for hedge accounting is recorded in Loss on derivative instruments.

In February 2022, the Company entered into a series of eight interest rate cap agreements with a facility counterparty relating to the loan discussed in Note 11.A.24, with a total notional amount of $54,784 to limit the maximum interest rate on the variable-rate debt of the loan discussed in Note 11.A.24 and limit exposure to interest rate variability when three-month LIBOR exceeds 1.50%. The interest rate caps were accounted for as cash flow hedges because they are expected to be highly effective in hedging variable rate interest payments under the loan discussed in Note 11.A.24. Changes in the fair value of the interest rate caps are reported within Accumulated other comprehensive income. The interest rate caps mature during the period from July 2024 to October 2026. The fair value of these interest rate cap derivative instruments outstanding as at March 31, 2022 amounted to an asset of $1,761, and is included in the Fair value of derivatives current and non-current in the accompanying March 31, 2022 consolidated balance sheets.

During the year ended December 31, 2021, the Company entered into three interest rate swap agreements with an aggregate notional amount of $225,000, which met hedge accounting criteria according to ASC 815. Furthermore, during the year ended December 31, 2021, the Company entered into two cross-currency swap agreements, which converted the Company’s variability of the interest and principal payments in Euro into USD functional currency cash flows with respect to the Unsecured Bond (Note 11(c)), in order to hedge its exposure to fluctuations deriving from Euro. The two cross-currency swaps are designated as cash flow hedging Instruments for accounting purposes.

As of March 31, 2022, the notional amount of the two cross-currency swaps was $122,375 in the aggregate. The principal terms of the two cross-currency swap agreements are as follows:

Effective date	Termination date	Notional amount (Non-amortizing) on effective date in Euro		Notional amount (Non-amortizing) on effective date in USD		Fixed rate (Costamare receives in Euro)			Fixed rate (Costamare pays in USD)			Fair value March 31, 2022 (in USD)

21/5/2021	21/11/2025		50,000		61,175		2.70	%		4.10	%		(5,213	)
25/5/2021	21/11/2025		50,000		61,200		2.70	%		4.05	%		(5,114	)

Total fair value													(10,327	)

At December 31, 2021 and March 31, 2022, the Company had interest rate swap agreements, cross-currency rate swap agreements and interest rate cap agreements with an outstanding notional amount of $569,177 and $595,631 respectively. The fair value of these derivatives outstanding as at December 31, 2021 and March 31, 2022 amounted to a liability of $10,882 and an asset of $9,054, respectively, and these are included in the accompanying consolidated balance sheets. The maturity of these derivatives range between April 2022 and March 2031.

The estimated net amount that is expected to be reclassified within the next 12 months from Accumulated Other Comprehensive Income / (Loss) to earnings in respect of the settlements on interest rate swaps amounts to $743.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(b) Interest rate swaps that do not meet the criteria for hedge accounting: As of March 31, 2022, the Company did not hold any interest rate swaps that do not qualify for hedge accounting.

(c) Foreign currency agreements: As of March 31, 2022, the Company was engaged in nine Euro/U.S. dollar forward agreements totaling $22,500 at an average forward rate of Euro/U.S. dollar 1.1300, expiring in monthly intervals up to December 2022.

As of December 31, 2021, the Company was engaged in six Euro/U.S. dollar forward agreements totaling $15,000 at an average forward rate of Euro/U.S. dollar 1.1668, expiring in monthly intervals up to June 2022.

The total change of forward contracts fair value for the three-month period ended March 31, 2022, was a gain of $167 (loss of $1,024 for the three-month period ended March 31, 2021) and is included in Gain / (loss) on derivative instruments, net in the accompanying consolidated statements of income. The fair value of the forward contracts as at December 31, 2021 and March 31, 2022, amounted to a liability of $406 and a liability of $238, respectively.

The Effect of Derivative Instruments for the three-month periods ended
March 31, 2021 and 2022
Derivatives in ASC 815 Cash Flow Hedging Relationships
	Amount of Gain Recognized in Accumulated OCI on Derivative
	2021		2022
Interest rate swaps, cross-currency swaps and interest rate caps	$	2,162	$	19,484
Reclassification to Interest and finance costs		730		1,744
Total	$	2,892	$	21,228

Derivatives Not Designated as Hedging Instruments under ASC 815
Location of Gain / (Loss) Recognized in Income on Derivative		Amount of Gain / (Loss) Recognized in Income on Derivative
		2021			2022
Non-hedging interest rate swaps	Gain / (loss) on derivative instruments, net	$	(93	)	$	(94	)
Forward contracts	Gain / (loss) on derivative instruments, net		(1,024	)		167
Total		$	(1,117	)	$	73

The realized loss on non-hedging interest rate swaps included in “Gain / (loss) on derivative instruments, net” amounted to nil for the three-month periods ended March 31, 2021 and 2022, respectively.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

20. Financial Instruments:

(a) Interest rate risk: The Company’s interest rates and loan repayment terms are described in Note 11.

(b) Concentration of credit risk: Financial instruments which potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable, net (included in current and non-current assets), equity method investments, equity securities, debt securities and derivative contracts (interest rate swaps, interest rate caps, cross-currency rate swaps and foreign currency contracts). The Company places its cash and cash equivalents, consisting mostly of deposits, with established financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by the counterparties to its derivative instruments; however, the Company limits its exposure by diversifying among counterparties with high credit ratings. The Company limits its credit risk with accounts receivable and debt securities by performing ongoing credit evaluations of its customers’ and investees’ financial condition, receives charter hires in advance and generally does not require collateral for its accounts receivable.

(c) Fair value: The carrying amounts reflected in the accompanying consolidated balance sheet of financial assets, except debt securities, and accounts payable approximate their respective fair values due to the short maturity of these instruments. The fair value of long-term bank loans with variable interest rates approximates the recorded values, generally due to their variable interest rates. The fair value of other financing arrangements with fixed interest rates discussed in Note 11.B and the term loan with fixed interest rates discussed in Note 11.A.19, the fair value of the interest rate swap agreements, the cross-currency rate swap agreements, the interest rate cap agreements and the foreign currency agreements discussed in Note 19 are determined through Level 2 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and are derived principally from publicly available market data and in case there is no such data available, interest rates, yield curves and other items that allow value to be determined.

The fair value of the Company’s other financing arrangements with fixed interest rates discussed in Note 11.B and the term loan with fixed interest rates discussed in Note 11.A.19, approximate the recorded values and are estimated based on the future swap curves currently available and remaining maturities as well as taking into account the Company’s creditworthiness.

The fair value of the interest rate swap agreements, cross-currency rate swap agreements and interest rate cap agreements discussed in Note 19(a) and (b) equates to the amount that would be paid or received by the Company to cancel the agreements. As at December 31, 2021 and March 31, 2022, the fair value of these derivative instruments in aggregate amounted to a liability of $10,882 and an asset of $9,054, respectively. The fair value of the forward contracts discussed in Note 19(c) determined through Level 2 of the fair value hierarchy as at December 31, 2021 and March 31, 2022, amounted to a liability of $406 and a liability of $238, respectively.

The fair value of the Bond Loan discussed in Note 11.C determined through Level 1 of the fair value hierarchy as at March 31, 2022, amounted to $109,971.

The following tables summarize the hierarchy for determining and disclosing the fair value of assets and liabilities by valuation technique on a recurring basis as of the valuation date:

	December 31, 2021			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)
Recurring measurements:
Forward contracts-liability position	$	(406	)	$	-	$	(406	)	$	-
Interest rate swaps-liability position		(4,145	)		-		(4,145	)		-
Interest rate swaps-asset position		3,429			-		3,429			-
Cross-currency rate swaps-liability position		(10,166	)		-		(10,166	)		-
Total	$	(11,288	)	$	-	$	(11,288	)	$	-

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

	March 31, 2022			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)
Recurring measurements:
Forward contracts-liability position	$	(238	)	$	-	$	(238	)	$	-
Interest rate swaps-liability position		(105	)		-		(105	)		-
Interest rate swaps-asset position		17,725			-		17,725			-
Interest rate caps-asset position		1,761			-		1,761			-
Cross-currency rate swaps-liability position		(10,327	)		-		(10,327	)		-
Total	$	8,816		$	-	$	8,816		$	-

21. Comprehensive Income:

During the three-month period ended March 31, 2021, Other comprehensive income increased with net gains of $2,907 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (gain of $2,162), net of the settlements to net income of derivatives that qualify for hedge accounting (gain of $730) and (ii) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($15).

During the three-month period ended March 31, 2022, Other comprehensive income increased with net gains of $21,243 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (gain of $19,484), net of the settlements to net income of derivatives that qualify for hedge accounting (gain of $1,744), (ii) and (ii) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($15).

22. Subsequent Events:

(a)

Declaration and payment of dividends (common stock) and special dividends: On April 1, 2022, the Company declared a special dividend of $0.50 per share on its common stock and a dividend for the quarter ended March 31, 2022, of $0.115 per share on its common stock, both of which were paid on May 5, 2022, to stockholders of record of common stock as of April 19, 2022.

(b)

Declaration and payment of dividends (preferred stock Series B, Series C, Series D and Series E): On April 1, 2022, the Company declared a dividend of $0.476563 per share on its Series B Preferred Stock, a dividend of $0.531250 per share on its Series C Preferred Stock, a dividend of $0.546875 per share on its Series D Preferred Stock and a dividend of $0.554688 per share on its Series E Preferred Stock, which were all paid on April 18, 2022 to holders of record as of April 14, 2022.

(c)

New loan agreements: (i) On April 5, 2022, Adstone Marine Corp., Barlestone Marine Corp., Bilstone Marine Corp., Cromford Marine Corp., Featherstone Marine Corp., Hanslope Marine Corp., Kinsley Marine Corp., Nailstone Marine Corp., Oldstone Marine Corp., Ravestone Marine Corp., Rocester Marine Corp., Shaekerstone Marine Corp., Silkstone Marine Corp., Snarestone Marine Corp. and Sweptstone Marine Corp. signed a hunting license loan agreement with a bank for an amount of up to $120,000, in order to partly finance the acquisition of the secondhand dry bulk vessel Norma (ex. Magda) (Note 7) and of other dry bulk vessels that the Company has not identified to date. (ii) On April 21, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. signed a loan agreement with a bank for an amount of up to $40,500, in order to refinance part of the term loan discussed in Note 11.A.28 and for corporate purposes (Note 22(e)(i)). (iii) On May 12, 2022, Benedict Maritime Co., Caravokyra Maritime Corporation, Costachille Maritime Corporation, Navarino Maritime Corporation, Duval Shipping Co., Jodie Shipping Co., Kayley Shipping Co., Madelia Shipping Co., Marina Maritime Corporation, Percy Shipping Co., Plange Shipping Co., Rena Maritime Corporation, Rockwell Shipping Co., Simone Shipping Co., Vernes Shipping Co., Virna Shipping Co. and Uriza Shipping S.A. signed a syndicated loan agreement for an amount of up to $500,000 in order to partly refinance the term loans discussed in Notes 11.A.4, 11.A.10, 11.A.11, to refinance the term loans discussed in Notes 11.A.14 and 11.A.21, to finance the acquisition cost of one vessel under a financing agreement discussed in Note 11.B.2, to finance the acquisition cost of the four vessels under the finance leases discussed Note 12 and for general corporate purposes.

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(d)

Drawdowns of loan facilities: (i) On April 11, 2022, Adstone Marine Corp. drew down the amount of $10,800 related to the term loan discussed in Note 22(c)(i), in order to partly finance the acquisition of the secondhand dry bulk vessel Norma (ex. Magda) (Note 7). (ii) On April 28, 2022, Amoroto Marine Corp. Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. drew down the aggregate amount of $40,500 related to the term loan discussed in Note 22(c)(ii), in order to refinance part of the term loan discussed in Note 11.A.28 and for corporate purposes.

(e)

Loan prepayments: (i) On April 29, 2022, the Company prepaid the aggregate amount of $38,020, relating to the tranches of vessels Merida, Titan I, Uruguay and Bermondi of the term loan discussed in Note 11.A.28. (ii) On May 11, 2022, the Company prepaid the amount of $10,645, relating to the tranche of the vessel Thunder of the term loan discussed in Note 11.A.30.

(f)

Loan facility cancellation: On April 19, 2022, the Company terminated the hunting license facility agreement discussed in Note 11.A.29.

(g)

Repurchase of common stock: In May 2022, the Company repurchased 748,621 common shares for a total cost of $10,011 pursuant to the share repurchase program discussed in Note 15(a).

(h)

Vessels’ sale: On April 20, 2022, the Company entered into a Memorandum of Agreement for the sale of the dry bulk vessel Thunder (Note 7). The vessel is expected to be delivered to her new owners during the second quarter of 2022.

(i)

Termination of six shipbuilding contracts for the construction of newbuild vessels: On May 16, 2022 the Company served a notice of termination for six shipbuilding contracts which it had entered into with a shipyard for the construction of two container vessels of 12,690 TEU each (Note 7) and four container vessels of 15,000 each (Note 7).

	COSTAMARE INC.

	By:	/s/ Gregory G. Zikos
	Name:	Gregory G. Zikos
	Title:	Chief Financial Officer

Clause	Page

Section 1 Interpretation	3
1 Definitions and Interpretation	3
Section 2 The Facility	50
2 The Facility	50
3 Purpose	52
4 Conditions of Utilisation	53
Section 3 Utilisation	55
5 Utilisation	55
Section 4 Repayment, Prepayment and Cancellation	58
6 Repayment	58
7 Prepayment and Cancellation	59
Section 5 Costs of Utilisation	64
8 Rate Switch	64
9 Interest	65
10 Interest Periods	69
11 Changes to the Calculation of Interest	69
12 Fees	70
Section 6 Additional Payment Obligations	72
13 Tax Gross Up and Indemnities	72
14 Increased Costs	77
15 Other Indemnities	78
16 Mitigation by the Finance Parties	81
17 Costs and Expenses	82
Section 7 Guarantee	84
18 Guarantee and Indemnity	84
19 Joint and Several Liability of the Borrowers	86
20 Guarantee and Indemnity – Hedge Guarantors	88
Section 8 Representations, Undertakings and Events of Default	92
21 Representations	92
22 Information Undertakings	99
23 Financial Covenants	104
24 General Undertakings	108
25 Insurance Undertakings	115
26 Ship Undertakings	120
27 Security Cover	126
28 Earnings Accounts and Application of Earnings	129
29 Events of Default	130
Section 9 Changes to Parties	134
30 Changes to the Lenders and Hedge Counterparties	134
31 Changes to the Transaction Obligors	142
Section 10 The Finance Parties	144
32 The Facility Agent and the Arranging Parties	144
33 The Security Agent	155
34 Conduct of Business by the Finance Parties	170
35 Sharing among the Finance Parties	171
Section 11 Administration	173
36 Payment Mechanics	173
37 Set-Off	177

38 Bail-In	177
39 Notices	178
40 Calculations and Certificates	180
41 Partial Invalidity	181
42 Settlement or Discharge Conditional	181
43 Remedies and Waivers	181
44 Irrevocable Payment	181
45 Amendments and Waivers	181
46 Confidential Information	186
47 Counterparts and Electronic Signing	191
Section 12 Governing Law and Enforcement	192
48 Governing Law and QFC	192
49 Enforcement	192

Schedule 1 The Parties
Part A The Obligors
Part B The Original Lenders
Part C The Servicing Parties
Part D The Arranging Parties
Schedule 2 Conditions Precedent
Part A Conditions Precedent to Initial Utilisation Request
Part B Conditions Precedent for a Substitute Borrower becoming a Borrower and Hedge Guarantor
Part C Conditions Precedent to Utilisation Request – Substitute Borrower
Part D Conditions Precedent to Utilisation
Part E Conditions Precedent to Prepositioning of Funds
Part F Conditions Precedent to Release of funds
Schedule 3 Details of the Ships
Schedule 4 Requests
Part A Utilisation Request
Part B Selection Notice
Schedule 5 Form of Transfer Certificate
Schedule 6 Form of Assignment Agreement
Schedule 7 Form of Compliance Certificate
Schedule 8 Benchmark Terms
Schedule 9 Daily Non-Cumulative Compounded RFR Rate
Schedule 10 Timetables
Schedule 11 Repayment Schedule
Schedule 12 Form of Accession Deed
Schedule 13 Form of Hedge Counterparty Accession Letter