UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________

FORM 20-F
_________________
(Mark One)
 
  o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
  x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended        December 31, 2007                                                         
Commission file number [                     ]
 
 
 
OR
 
  o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                                               
to                                         
 
 
  o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
 
 

 
For the transition period from                                              
to                                          
 
 
Commission file number      _________________________________ -                                                                               -
 
EUROSEAS LTD.
(Exact name of Registrant as specified in its charter)
 
 
Euroseas Ltd.
(Translation of Registrant’s name into English)
 
 
Marshall Islands
(Jurisdiction of incorporation or organization)
 
 
Aethrion Center, 40 Ag. Konstantinou Street, 151 24 Maroussi Greece
(Address of principal executive offices)


 
 
 


 
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange on which registered
Common shares, $0.03 par value
 
NASDAQ Global Select Market
     
 
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 
 
Common shares, $0.03 par value
(Title of Class)
 
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
 
30,261,113
   
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
o  Yes        x   No
 
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x  Yes       o   No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One)
 
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
  o   x o
 
Indicate by check mark which financial statement item the registrant has elected to follow.
o  Item 17      x  Item 18
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 
 
 


o  Yes     x    No
 
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
 
Indicate by check mark whether the registrant has filed all documents and reports to be filed by Sections 12, 13 or 15(d) of the Securities Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court
o  Yes     o   No
 


 
 
 


TABLE OF CONTENTS
  Page
                                                                                                                  
  Forward-Looking Statements 
 
Part I

 
Item 1.
Identity of Directors, Senior Management and Advisers 
2
 
 
Item 2.
Offer Statistics and Expected Timetable 
2
 
 
Item 3.
Key Information 
2
 
 
Item 4.
Information on the Company 
23
 
 
Item 4A.
Unresolved Staff Comments 
35
 
 
Item 5.
Operating and Financial Review and Prospects 
35
 
 
Item 6.
Directors, Senior Management and Employees 
46
 
 
Item 7.
Major Shareholders and Related Party Transactions 
52
 
 
Item 8.
Financial information 
55
 
 
Item 9.
The Offer and Listing 
56
 
 
Item 10.
Additional Information 
57
 
 
Item 11.
Quantitative and Qualitative Disclosures about Market Risk 
64
 
 
Item 12.
Description of Securities Other than Equity Securities 
65
 
Part II

 
Item 13.
Defaults, Dividend Arrearages and Delinquencies 
66
 
 
Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds 
66
 
 
Item 15.
Controls and Procedures 
66
 
 
Item 16A
Audit Committee Financial Expert 
68
 
 
Item 16B
Code of Ethics 
68
 
 
Item 16C
Principal Accountant Fees and Services 
68
 
Item 16D
Excemptions from the Listing Standards for Audit Committees
69
 
 
Item 16E
Purchase of Equity Securities by the Issuer and Affiliated Purchasers 
69
 
Part III

 
Item 17.
Financial Statements 
70
 
 
Item 18.
Financial Statements 
70
 
 
Item 19.
Exhibits 
70
 

 
i
 

FORWARD-LOOKING STATEMENTS
 
 
Euroseas Ltd., or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation.  This annual report contains forward-looking statements.  These forward-looking statements include information about possible or assumed future results of our operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding:
 
 
·
our future operating or financial results;
 
 
·
future, pending or recent acquisitions, business strategy, areas of possible expansion, and expected capital spending or operating expenses;
 
 
·
drybulk and container shipping industry trends, including charter rates and factors affecting vessel supply and demand;
 
 
·
our financial condition and liquidity, including our ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;
 
 
·
availability of crew, number of off-hire days, drydocking requirements and insurance costs;
 
 
·
our expectations about the availability of vessels to purchase or the useful lives of our vessels;
 
 
·
our expectations relating to dividend payments and our ability to make such payments;
 
 
·
our ability to leverage to our advantage our manager’s relationships and reputations in the drybulk and container shipping industry;
 
 
·
changes in seaborne and other transportation patterns;
 
 
·
changes in governmental rules and regulations or actions taken by regulatory authorities;
 
 
·
potential liability from future litigation;
 
 
·
global and regional political conditions;
 
 
·
acts of terrorism and other hostilities; and
 
 
·
other factors discussed in the section titled “Risk Factors.”
 
 
WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNUAL REPORT, OR THE DOCUMENTS TO WHICH WE REFER YOU IN THIS ANNUAL REPORT, TO REFLECT ANY CHANGE IN OUR EXPECTATIONS WITH RESPECT TO SUCH STATEMENTS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY STATEMENT IS BASED.
 
1
PART I
 
Item 1.
Identity of Directors, Senior Management and Advisers
 
Not Applicable.
 
Item 2.
Offer Statistics and Expected Timetable
 
Not Applicable.
 
Item 3.
Key Information
 
A.
Selected Financial Data
 
 
SELECTED CONSOLIDATED FINANCIAL DATA
 
The following information shows selected historical financial data for Euroseas. We derived this information from our audited financial statements for the years ended December 31, 2005, 2006 and 2007 included in this annual report. The information is only a summary and should be read in conjunction with our historical financial statements and related notes, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere herein. The historical financial and other data presented for the years ended December 31, 2003, and 2004 and as of December 31, 2005 have been derived from audited financial statements not included in this Annual Report and are provided for comparison purposes. The historical results included below and elsewhere in this annual report are not indicative of our future performance.

 
See next page for table of Euroseas Ltd. – Summary of Selected Historical Financials.

 

 
2
 
 
   
Euroseas Ltd. - Summary of Selected Historical Financials
 
   
Year Ended December 31,
 
   
2003
   
2004
   
2005
   
2006
   
2007
 
   
(All amounts in U.S. dollars, except for share data)
 
Income Statement Data
                             
Voyage revenues
    25,951,023       45,718,006       44,523,401       42,143,361       86,104,365  
Commissions
    (906,017 )     (2,215,197 )     (2,388,349 )     (1,829,534 )     (4,024,032 )
Net revenue
    25,045,006       43,502,809       42,135,052       40,313,827       82,080,333  
Voyage expenses
    (436,935 )     (370,345 )     (670,551 )     (1,154,738 )     (897,463 )
Vessel operating expenses
    (8,775,730 )     (8,906,252 )     (8,610,279 )     (10,368,817 )     (17,240,132 )
Amortization drydocking and special survey expense and vessel depreciation  (1)
    (4,757,933 )     (3,461,678 )     (4,208,252 )     (7,292,838 )     (17,963,072 )
Management fees
    (1,722,800 )     (1,972,252 )     (1,911,856 )     (2,266,589 )     (3,669,137 )
Other general and administration expenses
    -       -       (420,755 )     (1,076,884 )     (2,656,176 )
Net gain on sale of vessels
    -       2,315,477       -       4,445,856       3,411,397  
Operating income
    9,351,608       31,107,759       26,313,359       22,599,817       43,065,750  
Interest and other financing costs
    (793,257 )     (708,284 )     (1,495,871 )     (3,398,858 )     (4,850,239 )
Interest income
    36,384       187,069       460,457       870,046       2,357,633  
Net income
    8,426,612       30,611,765       25,178,454       20,069,407       40,664,064  
Balance Sheet Data
                                       
Current assets
    9,409,339       16,461,159       25,350,707       9,975,596       118,307,463  
Vessels, net
    41,096,067       34,171,164       52,334,897       95,494,342       238,248,984  
Deferred assets and other long term assets
    952,613       2,205,178       1,855,829       12,035,321       14,634,384  
Total assets
    51,458,019       52,837,501       79,541,433       117,505,259       371,190,831  
Current liabilities including current portion of long term debt
    8,481,773       13,764,846       18,414,877       21,665,399       35,182,511  
Long term debt, including current portion
    20,595,000       13,990,000       48,560,000       74,950,000       81,590,000  
Total liabilities
    23,971,773       21,724,846       52,544,877       79,493,599       99,400,483  
Common shares outstanding (adjusted for the 1-for-3 split)
    9,918,056       9,918,056       12,260,387       12,620,150       30,261,113  
Share capital
    297,542       297,542       367,812       378,605       907,834  
Total shareholders' equity
    27,486,246       31,112,655       26,996,556       38,011,660       271,790,348  
Other Financial Data
                                       
Net cash provided by operating activities
    10,956,132       34,208,693       20,594,782       20,968,824       48,958,771  
Net cash provided by (used in) investing activities
    214,832       6,756,242       (21,833,616 )     (55,367,015 )     (146,671,991 )
Net cash provided by (used in) financing activities
    (4,778,000 )     (33,567,500 )     6,188,653       16,741,997       199,057,433  
Earnings per share, basic
    0.85       3.09       2.34       1.60       1.89  
Earnings per share, diluted
    0.85       3.09       2.34       1.60       1.88  
Dividends declared
    1,276,000       25,435,501       30,175,223 (2)     9,465,082       20,278,538  
Cash paid for common dividend / return of capital
    1,200,000       26,962,500       46,875,223 (2)     9,465,082       20,278,538  
Cash dividends / return of capital, declared per common share
    0.12       2.72       4.67 (2)      0.75       1.00  
Weighted average number of shares outstanding during period, basic
    9,918,056       9,918,056       10,739,476       12,535,365       21,566,619  
Weighted average number of shares outstanding during period, diluted
    9,918,056       9,918,056       10,739,476       12,535,365       21,644,920  
 
3
 
   
2003
   
2004
   
2005
   
2006
   
2007
 
Other Fleet Data (3)
                             
Number of vessels
    8.00       7.31       7.10       8.09       11.48  
Calendar days
    2,920       2,677       2,591       2,942       4,190  
Available days
    2,867       2,554       2,546       2,895       3,980  
Voyage days
    2,846       2,542       2,508       2,864       3,969  
Utilization Rate (percent)
    99.3 %     99.5 %     98.5 %     98.9 %     99.7 %
                                         
   
(In U.S. dollars per day per vessel)
 
Average TCE rate (4)
    8,965       17,839       17,485       14,312       21,468  
Vessel Operating Expenses
    3,005       3,327       3,323       3,524       4,115  
Management Fees
    590       737       738       770       875  
G&A Expenses
    -       -       162       366       634  
Total Operating Expenses
    3,595       4,064       4,223       4,660       5,624  

(1) In 2004, the estimated scrap value of the vessels was increased from $170 to $300 per light ton to better reflect market price developments in the scrap metal market. The effect of this change in estimate was to reduce 2004 depreciation expense by $1,400,010 and increase 2004 net income by the same amount. In addition, in 2004, the estimated useful life of the vessel m/v Ariel   was extended from 28 years to 30 years since the vessel performed drydocking and it was not expected to be sold until year - 2007 (m/v Ariel was sold in February 2007. The m/v Widar   was sold in April 2004. Depreciation expenses for m/v Widar   for the year ended December 31, 2004 amounted to $136,384 compared to $409,149 in 2003.
 
(2) This amount reflects a dividend in the amount of $30,175,223 ($2.99 per share) and a return of capital in the amount of $16,700,000 ($1.68 per share). The total payment to shareholders made in 2005 is in excess of previously retained earnings because the Company decided to distribute to its original shareholders in advance of going public most of the profits relating to the Company’s operations up to that time and to recapitalize the Company. This one-time dividend cannot be considered indicative of future dividend payments and the Company refers you to the other sections in this annual report for a clearer understanding of the Company’s dividend policy.
 
(3) For the definition of calendar days, available days, voyage days and utilization rate see Item 5A-Operating Results.
 
(4) Time charter equivalent rate, or, “TCE rate”, is determined by dividing voyage revenues less voyage expenses or time charter equivalent revenue or “TCE revenues” by the number of voyage days during the relevant time period. TCE revenues, a non-GAAP measure, provides additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance. TCE revenues and TCE rate is also a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods.   (see also Item 5A-Operating Results).

 
4
 

 
Reconciliation of TCE revenues as reflected in the consolidated statement of income and calculation of TCE rate follow:
 

 

   
2003
   
2004
   
2005
   
2006
   
2007
 
(In U.S. dollars except TCE rates, expressed in U.S. dollars per day and voyage days)
 
Voyage revenues
    25,951,023       45,718,006       44,523,401       42,143,361       86,104,365  
Voyage expenses
    (436,935 )     (370,345 )     (670,551 )     (1,154,738 )     (897,463 )
Time Charter Equivalent Revenues
    25,514,088       45,347,661       43,852,850       40,988,623       85,206,902  
Voyage days
    2,846       2,542       2,508       2,864       3,969  
Average Time Charter Equivalent (“TCE”) rate
    8,965       17,839       17,485       14,312       21,468  
 
Capitalization and Indebtedness
 
Not Applicable.
 
C.
Reasons for the Offer and Use of Proceeds
 
Not Applicable.
 
D.
Risk Factors
 
 
Any investment in our stock involves a high degree of risk. You should consider carefully the following factors, as well as the other information set forth in this annual report, before making an investment in our common stock. Some of the following risks relate principally to the industry in which we operate and our business in general. Other risks relate to the securities market for and ownership of our common stock. Any of the described risks could significantly and negatively affect our business, financial condition, operating results and common stock price. The following risk factors describe the material risks that are presently known to us.
 
Industry Risk Factors
 
The cyclical nature of the shipping industry may lead to volatile changes in freight rates which may reduce our revenues and net income.
 
We are an independent shipping company that operates in the drybulk and container shipping industry. Our profitability is dependent upon the freight rates we are able to charge. The supply of and demand for shipping capacity strongly influences freight rates. The demand for shipping capacity is determined primarily by the demand for the type of commodities carried and the distance that those commodities must be moved by sea. The demand for commodities is affected by, among other things, world and regional economic and political conditions (including developments in international trade, fluctuations in industrial and agricultural production and armed conflicts), environmental concerns, weather patterns, and changes in seaborne and other transportation costs. The size of the existing fleet in a particular market, the number of new vessel deliveries, the scrapping of older vessels and the number of vessels out of active service (i.e., laid-up, drydocked, awaiting repairs or otherwise not available for hire), determines the supply of shipping capacity, which is measured by the amount of suitable tonnage available to carry cargo. The cyclical nature of the shipping industry may lead to volatile changes in freight rates which may reduce our revenues and net income.
 

 
5
 

In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance and insurance coverage, the efficiency and age profile of the existing fleet in the market and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions. Some of these factors may have a negative impact on our revenues and net income.
 
The value of our vessels may fluctuate, adversely affecting our earnings, liquidity and causing us to breach our secured credit agreements.
 
The market value of our vessels can fluctuate significantly. The market value of our vessels may increase or decrease depending on the following factors:
 
 
·
general economic and market conditions affecting the shipping industry;
 
 
·
supply of drybulk, container and multipurpose vessels;
 
 
·
demand for drybulk, container and multipurpose vessels;
 
 
·
types and sizes of vessels;
 
 
·
other modes of transportation;
 
 
·
cost of newbuildings;
 
 
·
new regulatory requirements from governments or self-regulated organizations; and
 
 
·
prevailing level of charter rates.
 
As vessels grow older, they generally decline in value. Due to the cyclical nature of the drybulk and container shipping industry, if for any reason we sell vessels at a time when prices have fallen, we could incur a loss and our business, results of operations, cash flow, financial condition and ability to pay dividends could be adversely affected.
 
In addition, we periodically re-evaluate the carrying amount and period over which long-lived assets are depreciated to determine if events have occurred which would require modification to their carrying values or their useful lives. A determination that a vessel’s estimated remaining useful life or fair value has declined below its carrying amount could result in an impairment charge against our earnings and a reduction in our shareholders’ equity. Any change in the assessed market value of any of our vessels might also cause a violation of the covenants of each secured credit agreement which in turn might restrict our cash and affect our liquidity. All of our credit agreements provide for a minimum security maintenance ratio. If the assessed market value of our vessels declines below certain thresholds, we will be deemed to have violated these covenants and may incur penalties for breach of our credit agreements. For example, these penalties could require us to prepay the shortfall between the assessed market value of our vessels and the value of such vessels required to be maintained pursuant to the secured credit agreement, or to provide additional security acceptable to the lenders in an amount at least equal to the amount of any shortfall. Further, we may agree on future loans to may include various other covenants, in addition to the vessel-related ones, that may ultimately depend on the assessed values of our vessels . Such covenants could include, but are not limited to, maximum fleet leverage covenants and minimum fair net worth covenants.
 
 
 

 
6
 
 
Our future profitability will be dependent on the level of charter rates in the international drybulk and container shipping industry.
Charter rates for the international drybulk and container shipping industry reached record highs during 2004 and 2005; however, by the beginning of 2006 rates declined. Drybulk rates recovered since early 2006 and reached new historic highs in the fall of 2007.  Although, drybulk rates have since declined they remain high by historical standards. At the same time, containership rates, after reaching historic highs in the middle of 2005, declined by the end of the year and remained flat for most of 2006, further declined by the end of 2006 and steadily recovered during 2007. Containership rates remained at about the same level since the end of 2007 and are still below the high levels achieved in the middle of 2005.   Rates in drybulk or containership markets are influenced by the balance of demand for and supply of vessels and may decline in the future.
 
Because the factors affecting the supply and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in industry conditions are unpredictable.  In addition, we may not be able to successfully charter our vessels in the future or renew existing charters at rates sufficient to allow us to meet our obligations or to pay dividends to our shareholders.
 
Some of the factors that influence demand for vessel capacity include:
 
 
·
supply and demand for drybulk and containership commodities, and separately for containerized cargo;
 
 
·
global and regional economic and political conditions;
 
 
·
the distance drybulk and containerized commodities are to be moved by sea;
 
 
·
environmental and other regulatory developments;
 
 
·
currency exchange rates;
 
 
·
changes in global production and manufacturing distribution patterns of finished goods that utilize drybulk and other containerized commodities; and
 
 
·
changes in seaborne and other transportation patterns.
 
 
·
Some of the factors that influence the supply of vessel capacity include:
 
 
·
the number of newbuilding deliveries;
 
 
·
the scrapping rate of older vessels;
 
 
·
the price of steel and other materials;
 
 
·
port congestion;
 
 
·
changes in environmental and other regulations that may limit the useful life of vessels; and
 
 
·
the number of vessels that are out of service.
 
We anticipate that the future demand for our drybulk, container and multipurpose vessels and the charter rates of the corresponding markets will be dependent upon continued economic growth in China, India and the overall world economy, seasonal and regional changes in demand, and changes to the capacity of the world fleet. The capacity of the world fleet seems likely to increase and economic growth may not continue. Adverse economic, political, social or other developments could also have a material adverse effect on our business and results of operations. If the number of new ships delivered exceeds the number of vessels being scrapped and lost, vessel capacity will increase. For instance, given that as of April 1, 2008 the capacity of the fully cellular worldwide container vessel fleet was approximately 11.1 million teu, with approximately 6.4 million teu of additional capacity on order, the growing supply of container vessels may exceed future demand, particularly in the short term. If the supply of vessel capacity increases but the demand for vessel capacity does not increase correspondingly, charter rates and vessel values could materially decline.
 

 
7
 

 
 
An economic slowdown in the Asia Pacific region could materially reduce the amount and/or profitability of our business.
 
A significant number of the port calls made by our vessels involve the loading or discharging of raw materials and semi-finished products in ports in the Asia Pacific region. As a result, a negative change in economic conditions in any Asia Pacific country, particularly in China, may have an adverse effect on our business, financial position and results of operations, as well as our future prospects. In particular, in recent years, China has been one of the world’s fastest growing economies in terms of gross domestic product. Such growth may not be sustained and the Chinese economy may experience contraction in the future. Moreover, any slowdown in the economies of the United States of America, the European Union or certain Asian countries may adversely effect economic growth in China and elsewhere. Our business, financial position and results of operations, as well as our future prospects, will likely be materially and adversely affected by an economic downturn in any of these countries.
 
Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may have a material adverse effect on our business, financial condition and results of operations.
 
The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in such respects as structure, government involvement, level of development, growth rate, capital reinvestment, allocation of resources, rate of inflation and balance of payments position. Prior to 1978, the Chinese economy was a planned economy. Since 1978, increasing emphasis has been placed on the utilization of market forces in the development of the Chinese economy. Annual and five year State Plans are adopted by the Chinese government in connection with the development of the economy. Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is reducing the level of direct control that it exercises over the economy through State Plans and other measures. There is an increasing level of freedom and autonomy in areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a “market economy” and enterprise reform. Limited price reforms were undertaken, with the result that prices for certain commodities are principally determined by market forces. Many of the reforms are unprecedented or experimental and may be subject to revision, change or abolition based upon the outcome of such experiments. The Chinese government may not continue to pursue a policy of economic reform. The level of imports to and exports from China could be adversely affected by the nature of the economic reforms pursued by the Chinese government, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions, all of which could, adversely affect our business, operating results and financial condition.
 
We may become dependent on spot charters in the volatile shipping markets, which may result in decreased revenues and/or profitability.
 
Although most of our vessels are currently under time charters, in the future, we may have more of these vessels and/or any newly acquired vessels on spot charters. The spot market is highly competitive and rates within this market are subject to volatile fluctuations, while time charters provide income at pre-determined rates over more extended periods of time. If we decide to spot charter our vessels, we may not be able to keep all our vessels fully employed in these short-term markets or that future spot rates will be sufficient to enable our vessels to be operated profitably. A significant decrease in charter rates could affect the value of our fleet and could adversely affect our profitability and cash flows with the result that our ability to pay debt service to our lenders and dividends to our shareholders could be impaired.
 
 
8
 
An over-supply of drybulk carrier and containership capacity may lead to reductions in charter hire rates and profitability.
 
The market supply of drybulk carriers and especially containerships has been increasing, and the number of both the drybulk vessels and containerships on order have recently reached historic highs. The containership newbuildings are expected to continue being delivered in significant numbers over the next several years. The drybulk vessel newbuildings are expected to continue being delivered in 2008 at the same rates as in 2006 and 2007, but it is anticipated that in 2009, and particularly in 2010, that their delivery rate will start increasing. An over-supply of drybulk carrier and containership capacity may result in a reduction of charter hire rates. If such a reduction occurs upon the expiration or termination of our drybulk carriers’ and containerships’ current charters, such as during 2008 or 2009, when the charters under which at least nine of our containerships are currently deployed expire, we may only be able to recharter those drybulk carriers and containerships at reduced or unprofitable rates or we may not be able to charter these vessels at all.
 
We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income.
 
Our business and the operation of our vessels are materially affected by government regulation in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration. Because such conventions, laws, and regulations are often revised, we may not be able to predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates and financial assurances with respect to our operations.
 
The operation of our vessels is affected by the requirements set forth in the International Maritime Organization’s (“IMO’s”) International Management Code for the Safe Operation of Ships and Pollution Prevention (“ISM Code”). The ISM Code requires shipowners and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels, and/or may result in a denial of access to, or detention in, certain ports. Currently, each of our vessels and Eurobulk Ltd., or Eurobulk, our affiliated ship management company, are ISM Code-certified, but we may not be able to maintain such certification indefinitely.
 
Although the United States of America is not a party, many countries have ratified and follow the liability scheme adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended (the “CLC”), and the Convention for the Establishment of an International Fund for Oil Pollution of 1971, as amended and the Regulations for the Prevention of Air Pollution from Ships to the International Convention for the Prevention of Pollution from Ships (as modified in 1978 and 1997), including Annex VI thereto. Under these conventions, a vessel’s registered owner is strictly liable for pollution damage, including air pollution, caused on the territorial waters of a contracting state by discharge of persistent oil, subject to certain complete defenses. Many of the countries that have ratified the CLC have increased the liability limits through a 1992 Protocol to the CLC. The right to limit liability is also forfeited under the CLC where the spill is caused by the owner’s actual fault or privity and, under the 1992 Protocol, where the spill is caused by the owner’s intentional or reckless conduct. Vessels trading to contracting states must provide evidence of insurance covering the limited liability of the owner. In jurisdictions where the CLC has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to the CLC.
 
The United States Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills. OPA affects all owners and operators whose vessels trade in the United States of America or any of its territories and possessions or whose vessels operate in waters of the United States of America, which includes the territorial sea of the United States of America and its 200 nautical mile exclusive economic zone. OPA allows for potentially unlimited liability without regard to fault of vessel owners, operators and bareboat charterers for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel), in the U.S. waters. OPA also expressly permits individual states to impose their own liability regimes with regard to hazardous materials and oil pollution materials occurring within their boundaries.
 

 
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While we do not carry oil as cargo, we do carry fuel oil (bunkers) in our drybulk carriers. We currently maintain, for each of our vessels, pollution liability coverage insurance of $1 billion per incident. If the damages from a catastrophic spill exceeded our insurance coverage, that would have a material adverse affect on our financial condition.
 
Capital expenditures and other costs necessary to operate and maintain our vessels may increase due to changes in governmental regulations, safety or other equipment standards.
 
Changes in governmental regulations, safety or other equipment standards, as well as compliance with standards imposed by maritime self-regulatory organizations and customer requirements or competition, may require us to make additional expenditures. In order to satisfy these requirements, we may, from time to time, be required to take our vessels out of service for extended periods of time, with corresponding losses of revenues. In the future, market conditions may not justify these expenditures or enable us to operate some or all of our vessels profitably during the remainder of their economic lives.
 
Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.
 
International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination. Inspection procedures may result in the seizure of contents of our vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines or other penalties against us.
 
It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.
 
Rising fuel prices may adversely affect our profits.
 
Fuel (bunkers) is a significant, if not the largest, operating expense for many of our shipping operations when our vessels are under voyage charter. When a vessel is operating under a time charter, these costs are paid by the charterer. However fuel costs are taken into account by the charterer in determining the amount of time charter hire and therefore fuel costs also indirectly affect time charters. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Fuel prices have been at historically high levels recently, but shipowners have not really felt the effect of these high prices because the shipping markets have also been at high levels. Any increase in the price of fuel may adversely affect our profitability especially if such increase is combined with lower drybulk and containership rates.
 
If our vessels fail to maintain their class certification and/or fail any annual survey, intermediate survey, dry-docking or special survey, that vessel would be unable to carry cargo, thereby reducing our revenues and profitability and violating certain loan covenants of our third-party indebtedness.
 
The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention (“SOLAS”). Our vessels are currently classed with Lloyd’s Register of Shipping, Bureau Veritas and Nippon Kaiji Kyokai. ISM and International Ship and Port Facilities Security (“ISPS”) certification have been awarded by Bureau Veritas and the Panama Maritime Authority to our vessels and Eurobulk.
 
A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts of such vessel.
 

 
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If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations. That status could cause us to be in violation of certain covenants in our loan agreements.
 
Rising crew costs may adversely affect our profits.
 
Crew costs are a significant operating expense for many of our shipping operations. Crewing costs have reached recent highs and may continue at such rates. The cost of employing suitable crew is unpredictable and fluctuates based on events outside our control, including supply and demand and the wages paid by other shipping companies. Crew costs have been at high levels recently, but shipowners have not really felt the effect of these high prices because the shipping markets have also been at high levels. Any increase in crew costs may adversely affect our profitability especially if such increase is combined with lower drybulk and containership rates..
 
Maritime claimants could arrest our vessels, which could interrupt our cash flow.
 
Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by arresting a vessel through foreclosure proceedings. The arresting or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of funds to have the arrest lifted which would have a material adverse effect on our financial condition and results of operations.
 
In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one of our vessels for claims relating to another of our vessels.
 
Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings.
 
A government could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels could have a material adverse effect on our financial condition and results of operations.
 
World events outside our control may negatively affect our ability to operate, thereby reducing our revenues and net income or our ability to obtain additional financing, thereby restricting the implementation of our business strategy.
 
Terrorist attacks such as the attacks on the United States of America on September 11, 2001, on London, England on July 7, 2005, and the response to these attacks, as well as the threat of future terrorist attacks, continue to cause uncertainty in the world financial markets and may affect our business, results of operations and financial condition. The continuing conflict in Iraq may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also have a material adverse effect on our ability to obtain additional financing on terms acceptable to us or at all. Terrorist attacks may also negatively affect our operations and financial condition and directly impact its vessels or its customers. Future terrorist attacks could result in increased volatility of the financial markets in the United States of America and globally and could result in an economic recession in the United States of America or the world. Any of these occurrences could have a material adverse impact on our financial condition and costs.
 

 
11
 
Company Risk Factors

If we do not use our cash on hand to acquire vessels and expand our fleet, we may use it for general corporate purposes which may result in lower earnings.
 
We intend to use our cash on hand to acquire additional vessels and expand our fleet when we believe market conditions are favorable for purchasing such vessels. Our management will have the discretion to identify and acquire vessels. If our management is unable to identify and acquire vessels on terms acceptable to us, we may use our cash on hand for general corporate purposes. It may take a substantial period of time before we can locate and purchase suitable vessels. During this period, our cash on hand may be invested on a short-term basis and therefore may not yield returns at rates comparable to what a vessel might have earned.
 
We depend entirely on Eurobulk to manage and charter our fleet, which may adversely affect our operations if Eurobulk fails to perform its obligations.
 
We have no employees and we currently contract the commercial and technical management of our fleet, including crewing, maintenance and repair, to Eurobulk, our affiliated ship management company. We may lose Eurobulk’s services or Eurobulk may fail to perform its obligations to us which could have a material adverse effect on our financial condition and results of our operations. Although we may have rights against Eurobulk if it defaults on its obligations to us, you will have no recourse against Eurobulk. Further, we expect that we will need to seek approval from our lenders to change Eurobulk as our ship manager.
 
Because Eurobulk is a privately held company, there is little or no publicly available information about it and there may be very little advance warning of operational or financial problems experienced by Eurobulk that may adversely affect us.
 
The ability of Eurobulk to continue providing services for our benefit will depend in part on its own financial strength. Circumstances beyond our control could impair Eurobulk’s financial strength, and because Eurobulk is privately held it is unlikely that information about its financial strength would become public unless Eurobulk began to default on its obligations. As a result, there may be little advance warning of problems affecting Eurobulk, even though these problems could have a material adverse effect on us.
 
As of April 30, 2008, Friends Investment Company Inc. owns approximately 31.0% of our outstanding shares of common stock, which may limit your ability to influence our actions.
 
As of April 30, 2008 Friends Investment Company Inc., or Friends, our largest shareholder, owns approximately 31.0% of the outstanding shares of our common stock. As a result of this share ownership and for so long as Friends owns a significant percentage of our outstanding common stock, Friends will be able to influence the outcome of any shareholder vote, including the election of directors, the adoption or amendment of provisions in our articles of incorporation or bylaws and possible mergers, corporate control contests and other significant corporate transactions. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, merger, consolidation, takeover or other business combination involving us. This concentration of ownership could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our common stock.
 
Our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands, and as such we are entitled to exemption from certain NASDAQ corporate governance standards. As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the NASDAQ corporate governance requirements.
 
Our Company’s corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands. Therefore, we are exempt from many of NASDAQ’s corporate governance practices other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification of material non-compliance with NASDAQ corporate governance practices, and the establishment and composition of an audit committee and a formal written audit committee charter. For a list of the practices followed by us in lieu of NASDAQ’s corporate governance rules, we refer you to the section of this annual report entitled “Board Practices—Corporate Governance” Under Item 6.
 

 
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We and our principal officers have affiliations with Eurobulk that could create conflicts of interest detrimental to us.
 
Our principal officers are also principals, officers and employees of Eurobulk, which is our ship management company. These responsibilities and relationships could create conflicts of interest between us and Eurobulk. Conflicts may also arise in connection with the chartering, purchase, sale and operations of the vessels in our fleet versus other vessels that are or may be managed in the future by Eurobulk. Circumstances in any of these instances may make one decision advantageous to us but detrimental to Eurobulk and vice versa. Eurobulk is expected to manage at least one vessel other than those owned by Euroseas. In the past, Eurobulk has managed other vessels where the Pittas family was a minority shareholder but never any where there was no Pittas family participation at all. However, it is possible that in the future Eurobulk may manage additional vessels which will not belong to Euroseas and in which the Pittas family may have controlling, little or even no power or participation and where such conflicts may arise. Eurobulk may not be able to resolve all conflicts of interest in a manner beneficial to us.
 
Companies affiliated with Eurobulk or our officers and directors may acquire vessels that compete with our fleet.
 
Companies affiliated with Eurobulk or our officers and directors own drybulk carriers and may acquire additional drybulk carriers, containerships or multipurpose vessels in the future. These vessels could be in competition with our fleet and other companies affiliated with Eurobulk might be faced with conflicts of interest with respect to their own interests and their obligations to us. Eurobulk, Friends and Aristides J. Pittas, our Chairman and Chief Executive Officer, have granted us a right of first refusal to acquire any drybulk vessel or containership which any of them may consider for acquisition in the future. In addition, Mr. Pittas will use his best efforts to cause any entity with respect to which he directly or indirectly controls to grant us this right of first refusal. Were we, however, to decline any such opportunity offered to us or we do not have the resources or desire to accept any such opportunity, Eurobulk, Friends and Aristides J. Pittas, and any of their respective Affiliates, could acquire such vessels.
 
Our officers do not devote all of their time to our business.
 
Our officers are involved in other business activities that may result in their spending less time than is appropriate or necessary in order to manage our business successfully. Our Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer, Internal Auditor and Secretary are not employed directly by us, but rather their services are provided pursuant to our master management agreement with Eurobulk. These officers may spend a material portion of their time providing services to Eurobulk and its affiliates on matters unrelated to us.
 
We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations or to make dividend payments.
 
We are a holding company and our subsidiaries, which are all wholly-owned by us, conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our wholly-owned subsidiaries. As a result, our ability to make dividend payments to you depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, we may be unable or our Board of Directors may exercise its discretion not to pay dividends.
 
We may not be able to pay dividends.
 
We currently intend to pay minimum quarterly dividends of $0.30 per share for all of 2008 to holders of our common stock, when, as and if declared by our Board of Directors. However, we may not earn sufficient revenues or we may incur expenses or liabilities that would reduce or eliminate the cash available for distribution as dividends. Our loan agreements may also limit the amount of dividends we can pay under some circumstances based on certain covenants included in the loan agreements.
 

 
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If in addition, the declaration and payment of dividends will be subject at all times to the discretion of our Board of Directors. The timing and amount of dividends will depend on our earnings, financial condition, cash requirements and availability, restrictions in our loan agreements, growth strategy, charter rates in the drybulk and container shipping industry, the provisions of Marshall Islands law affecting the payment of dividends and other factors. Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the shares), but if there is no surplus, dividends may be declared out of the net profits (basically, the excess of our revenue over our expenses) for the fiscal year in which the dividend is declared or the preceding fiscal year. Marshall Islands law also prohibits the payment of dividends while a company is insolvent or if it would be rendered insolvent upon the payment of a dividend. As a result, we may not be able to pay dividends.
 
If we are unable to fund our capital expenditures, we may not be able to continue to operate some of our vessels, which would have a material adverse effect on our business and our ability to pay dividends.
 
In order to fund our capital expenditures, we may be required to incur borrowings or raise capital through the sale of debt or equity securities. Our ability to access the capital markets through future offerings may be limited by our financial condition at the time of any such offering as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Our failure to obtain the funds for necessary future capital expenditures would limit our ability to continue to operate some of our vessels and could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends. Even if we are successful in obtaining such funds through financings, the terms of such financings could further limit our ability to pay dividends.
 
If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.
 
We intend to continue to grow our fleet. Our growth will depend on:
 
 
·
locating and acquiring suitable vessels;
 
 
·
identifying and consummating acquisitions or joint ventures;
 
 
·
integrating any acquired business successfully with our existing operations;
 
 
·
enhancing our customer base;
 
 
·
managing our expansion; and
 
 
·
obtaining required financing on acceptable terms.
 
During periods in which charter rates are high, vessel values generally are high as well, and it may be difficult to consummate vessel acquisitions at favorable prices. In addition, growing any business by acquisition presents numerous risks, such as undisclosed liabilities and obligations and difficulty experienced in (1) obtaining additional qualified personnel, (2) managing relationships with customers and suppliers, and (3) integrating newly acquired operations into existing infrastructures. We may not be successful in executing our growth plans or that we will not incur significant expenses and losses in connection with the execution of those growth plans.
 
A decline in the market value of our vessels could lead to a default under our loan agreements and the loss of our vessels.
 
We have incurred secured debt under loan agreements for our vessels and currently expect to incur additional secured debt in connection with our acquisition of other vessels. If the market value of our fleet declines, we may not be in compliance with certain provisions of our existing loan agreements and we may not be able to refinance our debt or obtain additional financing. If we are unable to pledge additional collateral, our lenders could accelerate our debt and foreclose on our fleet.
 

 
14
 

Our existing loan agreements contain restrictive covenants that may limit our liquidity and corporate activities.
 
Our existing loan agreements impose operating and financial restrictions on us. These restrictions may limit our ability to:
 
 
·
incur additional indebtedness;
 
 
·
create liens on our assets;
 
 
·
sell capital stock of our subsidiaries;
 
 
·
make investments;
 
 
·
engage in mergers or acquisitions;
 
 
·
pay dividends;
 
 
·
make capital expenditures;
 
 
·
change the management of our vessels or terminate or materially amend the management agreement relating to each vessel; and
 
 
·
sell our vessels.
 
Therefore, we may need to seek permission from our lenders in order to engage in some corporate actions. The lenders’ interests may be different from our interests, and we may not be able to obtain the lenders’ permission when needed. This may prevent us from taking actions that are in our best interest.
 
Servicing future debt would limit funds available for other purposes.
 
To finance our fleet, we have incurred secured debt under loan agreements for our vessels. We also currently expect to incur additional secured debt to finance the acquisition of additional vessels. We must dedicate a portion of our cash flow from operations to pay the principal and interest on our debt. These payments limit funds otherwise available for working capital expenditures and other purposes. As of December 31, 2007, we had total bank debt of approximately $81.6 million. As of March 31, 2008, we had repaid $5.9 million of our total bank debt, leaving us with total bank debt of $75.7 million. Our debt repayment schedule as of December 31, 2007 requires us to repay $38.0 million over the next two years. If we were unable to service our debt, it could have a material adverse effect on our financial condition and results of operations.
 
A rise in interest rates could cause an increase in our costs and have a material adverse effect on our financial condition and results of operations. To finance vessel purchases, we have borrowed, and may continue to borrow, under loan agreements that provide for periodic interest rate adjustments based on indices that fluctuate with changes in market interest rates. If interest rates increase significantly, it would increase our costs of financing our acquisition of vessels, which could have a material adverse effect on our financial condition and results of operations. Any increase in debt service would also reduce the funds available to us to purchase other vessels.
 
Our ability to obtain additional debt financing may be dependent on the performance of our then existing charters and the creditworthiness of our charterers.
 
The actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the additional debt financing that we will require to purchase additional vessels or may significantly increase our costs of obtaining such financing. Our inability to obtain additional financing at all or at a higher than anticipated cost may materially affect our results of operation and our ability to implement our business strategy.

 
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As we expand our business, we may need to upgrade our operations and financial systems, and add more staff and crew. If we cannot upgrade these systems or recruit suitable employees, our performance may be adversely affected.
 
Our current operating and financial systems may not be adequate if we expand the size of our fleet, and our attempts to improve those systems may be ineffective. In addition, if we expand our fleet, we will have to rely on Eurobulk to recruit suitable additional seafarers and shoreside administrative and management personnel. Eurobulk may not be able to continue to hire suitable employees as we expand our fleet. If Eurobulk’s unaffiliated crewing agent encounters business or financial difficulties, we may not be able to adequately staff our vessels. If we are unable to operate our financial and operations systems effectively or to recruit suitable employees, our performance may be materially adversely affected.
 
Because we obtain some of our insurance through protection and indemnity associations, we may also be subject to calls in amounts based not only on our own claim records, but also the claim records of other members of the protection and indemnity associations.
 
We may be subject to calls in amounts based not only on our claim records but also the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
 
Labor interruptions could disrupt our business.
 
Our vessels are manned by masters, officers and crews that are employed by third parties. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out normally and could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
 
In the highly competitive international drybulk and container shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources.
 
We employ our vessels in highly competitive markets that are capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than us. Competition for the transportation of drybulk and container cargoes can be intense and depends on price, location, size, age, condition and the acceptability of the vessel and its managers to the charterers. Due in part to the highly fragmented market, competitors with greater resources could operate larger fleets through consolidations or acquisitions that may be able to offer better prices and fleets.
 
We will not be able to take advantage of favorable opportunities in the current spot market with respect to vessels employed on time charters.
 
As of April 30, 2008, 12 of the 15 vessels in our fleet are employed under time charters with remaining terms ranging between four month and 47 months.  The percentage of our fleet that is under time charter contracts or short term spot contracts, or that is otherwise protected from market fluctuations represents approximately 85% of our vessel capacity in 2008. Although time charters provide relatively steady streams of revenue, vessels committed to time charters may not be available for spot charters during periods of increasing charter hire rates, when spot charters might be more profitable. If we cannot re-charter these vessels on time charters or trade them in the spot market profitably, our results of operations and operating cash flow may suffer. We may not be able to secure charter hire rates in the future that will enable us to operate our vessels profitably.
 

 
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We may be unable to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operations.
 
Our success depends to a significant extent upon the abilities and efforts of our management team. Our success will depend upon our ability to hire additional employees and to retain key members of our management team. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our results of operations. We do not currently intend to maintain “key man” life insurance on any of our officers.
 
Risks involved with operating ocean-going vessels could affect our business and reputation, which may reduce our revenues.
 
The operation of an ocean-going vessel carries inherent risks. These risks include, among others, the possibility of:
 
 
·
marine disaster;
 
 
·
piracy;
 
 
·
environmental accidents;
 
 
·
grounding, fire, explosions and collisions;
 
 
·
cargo and property losses or damage;
 
 
·
business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions; and
 
 
·
work stoppages or other labor problems with crew members serving on our vessels.
 
Such occurrences could result in death or injury to persons, loss of property or environmental damage, delays in the delivery of cargo, loss of revenues from or termination of charter contracts, governmental fines, penalties or restrictions on conducting business, higher insurance rates, and damage to our reputation and customer relationships generally. Any of these circumstances or events could increase our costs or lower our revenues, which could result in reduction in the market price of our shares of common stock. The involvement of our vessels in an environmental disaster may harm our reputation as a safe and reliable vessel owner and operator.
 
The operation of drybulk carriers has certain unique operational risks.
 
The operation of certain ship types, such as drybulk carriers, has certain unique risks. With a drybulk carrier, the cargo itself and its interaction with the ship can be a risk factor. By their nature, drybulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, drybulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold), and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach to the sea. Hull breaches in drybulk carriers may lead to the flooding of the vessels holds. If a drybulk carrier suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessels bulkheads leading to the loss of a vessel. If we are unable to adequately maintain our vessels we may be unable to prevent these events. Any of these circumstances or events could negatively impact our business, financial condition, results of operations and ability to pay dividends. In addition, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.
 
 

 
17
 
The operation of containerships has certain unique operational risks.
 
The operation of containerships has certain unique risks. Containerships operate at high speeds in order to move cargoes around the world quickly and minimize delivery delays. These high speeds can result in greater impact in collisions and groundings resulting in more damage to the vessel when compared to vessels operating at lower speeds. In addition, due to the placement of the containers on a containership, there is a greater risk that containers carried on deck will be lost overboard if an accident does occur. Furthermore, with the highly varied cargo that can be carried on a single containership, there can be additional difficulties with any clean-up operation following an accident. Also, we may not be able to correctly control the contents and condition of cargoes within the containers which may give rise to events such as customer complaints, accidents on-board the ships or problems with authorities due to carriage of illegal cargoes. Any of these circumstances or events could negatively impact our business, financial condition, results of operations and ability to pay dividends. In addition, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.
 
Our vessels may suffer damage and it may face unexpected drydocking costs, which could affect our cash flow and financial condition.
 
If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover. The loss of earnings while these vessels are being repaired and reconditioned, as well as the actual cost of these repairs, would decrease our earnings.
 
Purchasing and operating previously owned, or secondhand, vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.
 
Although we inspect the secondhand vessels prior to purchase, this inspection does not provide us with the same knowledge about their condition and cost of any required (or anticipated) repairs that it would have had if these vessels had been built for and operated exclusively by us. Generally, we do not receive the benefit of warranties on secondhand vessels.
 
In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As of April 30, 2008 the average age of our fleet was approximately 18.5 years. As our fleet ages, we will incur increased costs. Older vessels are typically less fuel efficient and more costly to maintain than more recently constructed vessels. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations and safety or other equipment standards related to the age of a vessel may also require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which our vessels may engage.
 
Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives. If we sell vessels, we are not certain that the price for which we sell them will equal their carrying amount at that time.
 
We may not have adequate insurance to compensate us adequately for damage to, or loss of, our vessels.
 
We procure hull and machinery insurance, protection and indemnity insurance, which includes environmental damage and pollution insurance and war risk insurance and freight, demurrage and defense insurance for our fleet. We do not maintain insurance against loss of hire, which covers business interruptions that result in the loss of use of a vessel. We may not be adequately insured against all risks and we may not be able to obtain adequate insurance coverage for our fleet in the future. The insurers may not pay particular claims. Our insurance policies contain deductibles for which we will be responsible and limitations and exclusions which may increase our costs. Moreover, the insurers may default on any claims they are required to pay. If our insurance is not enough to cover claims that may arise, it may have a material adverse effect on our financial condition and results of operations.
 

 
18
 
Our international operations expose us to risks of terrorism and piracy that may interfere with the operation of our vessels.
 
We are an international company and primarily conduct our operations outside the United States of America. Changing economic, political and governmental conditions in the countries where we are engaged in business or where our vessels are registered affect our operations. In the past, political conflicts, particularly in the Arabian Gulf, resulted in attacks on vessels, mining of waterways and other efforts to disrupt shipping in the area. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea. The likelihood of future acts of terrorism may increase, and our vessels may face higher risks of being attacked. We are not fully insured against any of these risks. In addition, future hostilities or other political instability in regions where our vessels operate could have a material adverse effect on our trade patterns and adversely affect our operations and performance.
 
Obligations associated with being a public company require significant company resources and management attention.
 
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the other rules and regulations of the Commission, including the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting.
 
We work with our legal, accounting and financial advisors to identify any areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. We evaluate areas such as corporate governance, corporate control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We will make changes in any of these and other areas, including our internal control over financial reporting, which we believe are necessary. However, these and other measures we may take may not be sufficient to allow us to satisfy our obligations as a public company on a timely and reliable basis. In addition, compliance with reporting and other requirements applicable to public companies will create additional costs for us and will require the time and attention of management. Our limited management resources may exacerbate the difficulties in complying with these reporting and other requirements while focusing on executing our business strategy. We may not be able to predict or estimate the amount of the additional costs we may incur, the timing of such costs or the degree of impact that our management’s attention to these matters will have on our business.
 
Our historical financial and operating data may not be representative of our future results because we are a company with a limited operating history as a stand-alone entity and as a publicly traded company.
 
Our historical financial and operating data may not be representative of our future results because we are a company with a limited operating history as a stand-alone entity and as a publicly traded company. Our consolidated financial statements include the financial position, results of operations and cash flows of shipowning companies managed by Eurobulk and majority owned by the Pittas family prior to their contribution to us. Although our results of operations, cash flows and financial condition reflected in the consolidated financial statements include all expenses allocable to our business, due to factors such as the additional administrative and financial obligations associated with operating as a publicly traded company, they may not be indicative of the results of operations that we would have achieved had we operated as a public entity for all periods presented or of future results that we may achieve as a publicly traded company with our current holding company structure.
 
Exposure to currency exchange rate fluctuations will result in fluctuations in our cash flows and operating results.
 
We generate all our revenues in U.S. dollars, but our ship manager, Eurobulk, incurs approximately 35% of vessel operating expenses and we incur management fees and some general and administrative expenses in currencies other than the U.S. dollar. This difference could lead to fluctuations in our operating expenses, which would affect our financial results. Expenses incurred in foreign currencies increase when the value of the U.S. dollar falls, which would reduce our profitability.
 
 
 

 
19
 
 
U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. holders.
 
A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.
 
Based on our current method of operation, we do not believe that we have been, are or will be a PFIC with respect to any taxable year. In this regard, we treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time chartering activities does not constitute “passive income,” and the assets that we own and operate in connection with the production of that income do not constitute passive assets.
 
There is, however, no direct legal authority under the PFIC rules addressing our method of operation. Accordingly, the U.S. Internal Revenue Service, or IRS, or a court of law may not accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, we may constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.
 
If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders will face adverse U.S. tax consequences. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986 (the “Code”) (which election could itself have adverse consequences for such shareholders, as discussed in Item 10 of this annual report under “Taxation — United States Federal Income Taxation of U.S. Holders”), such shareholders would be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of our shares. See “Taxation — United States Federal Income Taxation of U.S. Holders” in this annual report under Item 10 for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.
 
Legislation has been proposed in the United States which would prevent dividends on our shares from qualifying for certain preferential rates for U.S. federal income tax purposes.
 
“Qualified dividend income” derived by noncorporate U.S. shareholders that are subject to U.S. federal income tax is currently through 2010 subject to U.S. federal income taxation at reduced rates. We expect that under current law, so long as our shares are traded on the NASDAQ Capital Market, the NASDAQ Global Select Market or the NASDAQ Global Market and we do not and have not qualified as a “passive foreign investment company” for U.S. federal income tax purposes, distributions treated as dividends for U.S. tax purposes on our shares will potentially be eligible (that is, eligible if certain conditions relating to the shareholder are satisfied) for treatment as qualified dividend income. Proposed legislation which has been introduced in the U.S. Congress would, however, if enacted, make it unlikely that such distributions on our shares would be eligible for such treatment.
 
Dividends paid on the common stock to U.S. individuals, trusts and estates may be taxed as ordinary income.
 
Our common stock is listed on the NASDAQ Global Select Market and dividends on our common stock are potentially eligible to be treated as “qualified dividend income” which is taxed to U.S. individuals, trusts and estates at preferential tax rates. If our common stock fails to maintain the requirements of the NASDAQ Global Select Market or another established securities market in the United States, our shares will trade over the counter and any dividends paid on the shares will be treated for U.S. tax purposes as ordinary income rather than “qualified dividend income” and lose eligibility for the preferential tax treatment.
 

 
20
 

We may have to pay tax on United States source income, which would reduce our earnings.
 
Under the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% United States federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under section 883 of the Code and the applicable Treasury Regulations promulgated thereunder.
 
We believe that we and each of our subsidiaries qualify for this statutory tax exemption and we have taken this position for United States federal income tax return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and thereby become subject to United States federal income tax on our United States source income. Due to the factual nature of the issues involved, we may not be able to maintain our tax-exempt status or that of any of our subsidiaries.
 
If we or our subsidiaries are not entitled to exemption under Section 883 for any taxable year, we or our subsidiaries could be subject for those years to an effective 2% United States federal income tax on the shipping income these companies derive during the year that are attributable to the transport or cargoes to or from the United States. The imposition of this taxation would have a negative effect on our business and would result in decreased earnings available for distribution to our shareholders.
 
It may be difficult to enforce service of process and enforcement of judgments against us and our officers and directors.
 
We are a Marshall Islands corporation, and our executive offices are located outside of the United States in Maroussi, Greece. A majority of our directors and officers reside outside of the United States, and a substantial portion of our assets and the assets of our officers and directors are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside of the United States, judgments you may obtain in the U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws.
 
There is also substantial doubt that the courts of the Marshall Islands or Greece would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.
 
Risk Factors Relating To Our Common Stock
 
The trading volume for our common stock has been low, which may cause our common stock to trade at lower prices and make it difficult to sell your common stock.
 
Although our shares of common stock have traded on the NASDAQ Global Market since January 31, 2007 and on the NASDAQ Global Select Market since January 1, 2008, recently the trading volume has been lower. Our shares may not actively trade in the public market and any such limited liquidity may cause our common stock to trade at lower prices and make it difficult to sell your common stock
 
The market price of our common stock has been and may in the future be subject to significant fluctuations.
 
The market price of our common stock has been and may in the future be subject to significant fluctuations as a result of many factors, some of which are beyond our control. Among the factors that have in the past and could in the future affect our stock price are:
 
 
·
quarterly variations in our results of operations;
 
 
·
changes in sales or earnings estimates or publication of research reports by analysts;
 
 
·
speculation in the press or investment community about our business or the shipping industry;
 

 
21
 

 
·
changes in market valuations of similar companies and stock market price and volume fluctuations generally;
 
 
·
strategic actions by us or our competitors such as acquisitions or restructurings;
 
 
·
regulatory developments;
 
 
·
additions or departures of key personnel;
 
 
·
general market conditions; and
 
 
·
domestic and international economic, market and currency factors unrelated to our performance.
 
The stock markets in general, and the markets for drybulk shipping and shipping stocks in general, have experienced extreme volatility that has sometimes been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.
 
The price of our shares may be volatile and less than you originally paid for such shares.
 
The price of our shares may be volatile, and may fluctuate due to factors such as:
 
 
·
actual or anticipated fluctuations in quarterly and annual results;
 
 
·
mergers and strategic alliances in the shipping industry;
 
 
·
market conditions in the industry;
 
 
·
changes in government regulation;
 
 
·
fluctuations in our quarterly revenues and earnings and those of our publicly held competitors;
 
 
·
payment of dividends;
 
 
·
shortfalls in our operating results from levels forecasted by securities analysts;
 
 
·
announcements concerning us or our competitors; and
 
 
·
the general state of the securities markets.
 
The international drybulk and container shipping industry has been highly unpredictable and volatile. The market for stock of companies in this industry may be equally volatile. Our shares may trade at prices lower than you originally paid for such shares.
 
Our Articles of Incorporation and Bylaws contain anti-takeover provisions that may discourage, delay or prevent (1) our merger or acquisition and/or (2) the removal of incumbent directors and officers.
 
Our current Articles of Incorporation and Bylaws contain certain anti-takeover provisions. These provisions include blank check preferred stock, the prohibition of cumulative voting in the election of directors, a classified board of directors, advance written notice for shareholder nominations for directors, removal of directors only for cause, advance written notice of shareholder proposals for the removal of directors and limitations on action by shareholders. These provisions, either individually or in the aggregate, may discourage, delay or prevent (1) our merger or acquisition by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest and (2) the removal of incumbent directors and officers.
 

 
22
 

 
 
Future sales of our stock could cause the market price of our common stock to decline.
 
Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales could occur, may depress the market price for our common stock. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future.
 
In 2007, we issued a total of 17,325,000 new shares as part of our three common stock offerings. Additionally, 248,463 and 166,667 shares were issued upon the exercise of our warrants in 2007, and, in the four month period ended on April 30, 2008, respectively; another 170,459 warrants remain outstanding.  Friends, our largest shareholder, has registered all of its shares for re-sale under our registration statement that was declared effective on May 16, 2007 which has resulted in these shares becoming freely tradable without restriction under the Securities Act.
 
We may issue additional shares of our stock in the future and our stockholders may elect to sell large numbers of shares held by them from time to time. Our amended and restated articles of incorporation authorize us to issue up to 100,000,000 shares of common stock and 20,000,000 shares of preferred stock.
 
Sales of a substantial number of any of the shares of common stock mentioned above may cause the market price of our common stock to decline.
 
Because the Republic of the Marshall Islands, where we are incorporated, does not have a well-developed body of corporate law, shareholders may have fewer rights and protections than under typical United States law, such as Delaware, and shareholders may have difficulty in protecting their interest with regard to actions taken by our Board of Directors.
 
Our corporate affairs are governed by our Articles of Incorporation and Bylaws and by the Marshall Islands Business Corporations Act (the “BCA”). The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Stockholder rights may differ as well. For example, under Marshall Islands law, a copy of the notice of any meeting of the shareholders must be given not less than 15 days before the meeting, whereas in Delaware such notice must be given not less than 10 days before the meeting. Therefore, if immediate shareholder action is required, a meeting may not be able to be convened as quickly as it can be convened under Delaware law. Also, under Marshall Islands law, any action required to be taken by a meeting of shareholders may only be taken without a meeting if consent is in writing and is signed by all of the shareholders entitled to vote, whereas under Delaware law action may be taken by consent if approved by the number of shareholders that would be required to approve such action at a meeting. Therefore, under Marshall Islands law, it may be more difficult for a company to take certain actions without a meeting even if a majority of the shareholders approve of such action. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, public shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.
 
Item 4.
Information on the Company
 
A.
History and development of the Company
 
We are Euroseas Ltd., a Marshall Islands company incorporated in May 2005. We are a provider of worldwide ocean-going transportation services. We own and operate drybulk carriers that transport major bulks such as iron ore, coal and grains, and minor bulks such as bauxite, phosphate and fertilizers. We also own and operate containerships and multipurpose vessels that transport dry and refrigerated containerized cargoes, mainly including manufactured products and perishables. As of April 30, 2008, our fleet consisted of five drybulk carriers, comprised of three Panamax drybulk carriers and two Handysize drybulk carriers, nine containerships and one multipurpose vessel. The total cargo carrying capacity of the four bulk carriers is 277,316 deadweight tons, or dwt, and of the nine containerships is 239,010 dwt and 15,321 twenty-foot equivalent units, or teu.  Our multipurpose vessel can carry 22,568 dwt and/or 950 teu. Four of our vessels were acquired before January 1, 2004 and were controlled by the Pittas family interests. On June 29, 2005, the shareholders of the four vessels (and of three additional vessels that have since been sold) transferred their shares in each of the vessels to Euroseas in exchange for shares in Friends, a 100% owner of Euroseas at that time.  We have purchased eleven additional vessels since June 2005.

 
23
 

 
On August 25, 2005, we raised approximately $17.5 million in net proceeds from the private placement of our securities to a number of institutional and accredited investors (the “Private Placement”). In the Private Placement, we issued 2,342,331 shares of common stock at a price of $9.00 per share (adjusted for the 1-for-3 reverse split of our common stock effected on October 6, 2006), as well as warrants to purchase an additional 585,589 shares of common stock. The warrants have a five year term and an exercise price of $10.80 per share (adjusted for the 1-for-3 reverse split of our common stock).
 
On February 5, 2007, we raised approximately $43.3 million in net proceeds from a follow-on common stock offering. On July 5, 2007, we raised approximately $73.0 million in net proceeds from a follow-on common stock offering.  On November 9, 2007, we raised approximately $93.6 million in net proceeds from a follow-on common stock offering.
 
Our shares originally traded on the OTCBB under the symbol ESEAF.OB until October 5, 2006 and EUSEF.OB from October 6, 2006 to January 30, 2007.  Our shares have traded on the NASDAQ Global Select Market under the symbol ESEA since January 31, 2007 and on the NASDAQ Global Select Market since January 1, 2008.  Since January 1, 2008, our shares are traded on the NASDAQ Global Select Market.
 
Our executive offices are located at 40 Ag. Konstantinou Ave., 151 24, Maroussi, Greece. Our telephone number is +30-211-1804005.
 
B.
Business overview
 
Our fleet consists of: (i) drybulk carriers that transport iron ore, coal, grain and other dry cargoes along worldwide shipping routes; (ii) containerships that transport container boxes providing scheduled service between ports; and (iii) multipurpose vessels that can carry either bulk cargoes or containers.  Please see information in the section "Our Fleet", below. During 2003, 2004, 2005, 2006 and 2007 we had a fleet utilization of 99.3%, 99.5%, 98.5%, 98.9% and 99.7%, respectively, our vessels achieved daily time charter equivalent rates of $8,965, $17,839, $17,485, $14,313 and $21,468, respectively, and we generated revenues of  $25.95 million, $45.72 million, $44.52 million, $42.14 million and $86.10 million, respectively.
 
Our business strategy is focused on providing consistent shareholder returns by carefully selecting the timing and the structure of our investments in drybulk and containership vessels and by reliably, safely and competitively operating the vessels we own, through our affiliate, Eurobulk. Representing a continuous shipowning and management history that dates back to the 19th century, we believe that one of our advantages in the industry is our ability to select and safely operate drybulk and containership vessels of any age. We continuously evaluate sale and purchase opportunities, as well as long term employment opportunities for our vessels.
 

Our Fleet
 
As of April 30, 2008, the profile and deployment of our fleet is the following:
 

Name
Type
Dwt
TEU
Year Built
Employment
 
TCE Rate ($/day)
 
Dry Bulk Vessels
           
IRINI (*)
Panamax
69,734
 
1988
Baumarine Spot Pool – ‘til end 2008
Spot / Partly fixed
 
 
ARISTIDES N.P.
 
Panamax
 
69,268
 
 
1993
 
TC ‘til Mar-09
 
$52,000
 
IOANNA P.
 
Panamax
 
64,873
 
 
1984
 
TC ‘til Aug-08
 
$35,500
 
NIKOLAOS P.
 
Handysize
 
34,750
 
 
1984
 
Spot
 
$41,000
 
GREGOS
 
Handysize
 
38,691
 
 
1984
 
Spot
 
$44,750
Total Dry Bulk Vessels
 
5
 
277,316
       
             
Multipurpose Dry Cargo Vessels
           
TASMAN TRADER
 
1
 
 
 
22,568
 
 
 
950
 
 
 
1990
 
 
 
TC ‘til Mar-12
 
 
$8,850 ‘til Dec-08,
$9,500 ‘til Dec-10,
$9,000 ‘til Mar-12
 
Container Carriers
           
 
TIGER BRIDGE
 
Intermediate
 
31,627
 
2,228
 
1990
 
TC ‘til Jul-09
 
$16,500
 
ARTEMIS
 
Intermediate
 
29,693
 
2,098
 
1987
 
TC ‘til Dec-08
 
$19,000
 
DESPINA P
 
Handysize
 
33,667
 
1,932
 
1990
 
TC ‘til Feb-09
 
$15,250
 
OEL INTEGRITY (ex-JONATHAN P)
 
Handysize
 
33,667
 
1,932
 
1990
 
TC ‘til Apr-09
 
$16,500
 
OEL TRANSWORLD (ex-CLAN GLADIATOR)
 
Handysize
 
30,007
 
1,742
 
1992
 
TC ‘til Oct-09
 
$18,500
 
YM XINGANG I
 
Handysize
 
23,596
 
1,599
 
1993
 
TC ‘til Jul-09
 
$26,650
 
MANOLIS P
 
Handysize
 
20,346
 
1,452
 
1995
 
TC ‘til Oct-09
 
$15,800
 
NINOS
(ex-YM QINGDAO I)
 
Feeder
 
18,253
 
1,169
 
1990
 
TC ‘til Apr-09
 
$13,175
 
KUO HSIUNG
 
Feeder
 
18,154
 
1,169
 
1993
 
TC ‘til Feb-09
 
$15,800
 
Total Container Carriers
9
239,010
15,321
     
Fleet Grand Total
15
538,894
16,271
     
 
(*) "IRINI" is employed in the Baumarine spot pool that is managed by Klaveness, a major global charterer in the dry bulk area, and also participates in “short” funds (contracts to carry cargo at agreed rates), reducing its exposure to the spot market.
 
We plan to expand our fleet by investing in vessels in the drybulk, containership and multipurpose markets by targeting primarily mid-age vessels at the time of purchase under favorable market conditions. We also intend to take advantage of the cyclical nature of the market by buying and selling ships when we believe favorable opportunities exist.  We employ our vessels in the spot and time charter market, through pool arrangements and under contracts of affreightment. Presently, our nine containerships, our multipurpose vessel, one of our panamax bulkers and two of our handysize bulkers are employed under time charters. Our other panamax vessel, m/v Irini , is employed in the Baumarine pool that is managed by Klaveness, a major global charterer in the drybulk area, and also participates in “short” funds (contracts to carry cargo at agreed rates), reducing its exposure to the spot market.

 
24
 
 
As of April 30, 2008, approximately 80% of our ship capacity days in 2008 accounting for fixed spot employment in the first and second quarter of the year, and approximately 30% of our ship capacity days in 2009, are under time charter contracts or protected from market fluctuations.
 
Management of Our Fleet
 
The operations of our vessels are managed by Eurobulk Ltd., or Eurobulk, an affiliated company, under a master management agreement with us and separate management agreements with each ship-owning company. Eurobulk was founded in 1994 by members of the Pittas family and is a reputable ship management company with strong industry relationships and experience in managing vessels. Under our master management agreement, Eurobulk is responsible for providing us with executive services and commercial management services, which include obtaining employment for our vessels and managing our relationships with charterers. Eurobulk also performs technical management services, which include managing day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, supervising the maintenance and general efficiency of vessels, arranging our hire of qualified officers and crew, arranging and supervising drydocking and repairs, arranging insurance for vessels, purchasing stores, supplies, spares and new equipment for vessels, appointing supervisors and technical consultants and providing technical support and shoreside personnel who carry out the management functions described above and certain accounting services.
 
Our master management agreement with Eurobulk is effective as of January 1, 2008 and has an initial term of 5 years until December 31, 2012. The master management agreement cannot be terminated by Eurobulk without cause or under the other limited circumstances, such as sale of the Company or Eurobulk or the bankruptcy of either party. This master management agreement will automatically be extended after the initial period for an additional five year period unless terminated on or before the 90th day preceding the initial termination date. Pursuant to the master management agreement, each new vessel we acquire in the future will enter into a separate five year management agreement with Eurobulk. In addition, upon expiration of the current ship management agreements between Eurobulk and each vessel-owing subsidiary, such subsidiaries will enter into new ship management agreements with Eurobulk that terminate contemporaneously with the master management agreement.
 
In exchange for providing us with the services described above, we pay Eurobulk 630 euros per vessel per day adjusted annually for inflation.
 
 
Our Competitive Strengths
 
We believe that we possess the following competitive strengths:
 
 
·
Experienced Management Team . Our management team has significant experience in all aspects of commercial, technical, operational and financial areas of our business. Aristides J. Pittas, our Chairman and Chief Executive Officer, holds a dual graduate degree in Naval Architecture and Marine Engineering and Ocean Systems Management from the Massachusetts Institute of Technology. He has worked in various technical, shipyard and ship management capacities and since 1991 has focused on the ownership and operation of vessels carrying dry cargoes. Dr. Anastasios Aslidis, our Chief Financial Officer, holds a Ph.D. in Ocean Systems Management also from Massachusetts Institute of Technology and has over 20 years of experience, primarily as a partner at a Boston based international consulting firm focusing on investment and risk management in the maritime industry.
 
 
·
Cost Effective Vessel Operations . We believe that because of the efficiencies afforded to us through Eurobulk, the strength of our management team and the quality of our fleet, we are, and will continue to be, a reliable, low cost vessel operator, without compromising our high standards of performance, reliability and safety. Despite the average age of our fleet being approximately 18 years during 2007, our total vessel operating expenses, including management fees and general and administrative expenses were $5,624 per day for the year ended December 31, 2007. We consider this amount to be among the lowest of the publicly listed drybulk shipping companies in the U.S. Our technical and operating expertise allows us to efficiently manage and transport a wide range of cargoes with a flexible trade route profile, which helps reduce ballast time between voyages and minimize off-hire days. Our professional, well-trained masters, officers and on board crews further help us to control costs and ensure consistent vessel operating performance. We actively manage our fleet and strive to maximize utilization and minimize maintenance expenditures. For the year ended December 31, 2007, our fleet utilization was 99.7% and since 2003 our utilization rate has averaged in excess of 99.0%.

 
25
 
 
 
 
·
Strong Relationships with Customers and Financial Institutions . We believe Eurobulk and the Pittas family have developed strong industry relationships and have gained acceptance with charterers, lenders and insurers because of their long-standing reputation for safe and reliable service and financial responsibility through various shipping cycles. Through Eurobulk, we offer reliable service and cargo carrying flexibility that enables us to attract customers and obtain repeat business. We also believe that the established customer base and reputation of Eurobulk and the Pittas family helps us to secure favorable employment for our vessels with well known charterers.
 
Our Business Strategy
 
 
Our business strategy is focused on providing consistent shareholder returns by carefully timing and structuring acquisitions of drybulk carriers and containerships and by reliably, safely and competitively operating our vessels through Eurobulk. We continuously evaluate purchase and sale opportunities, as well as long term employment opportunities for our vessels.

 
·
Renew and Expand our Fleet . We expect to grow our fleet in a disciplined manner through timely and selective acquisitions of quality vessels. We perform in-depth technical review and financial analysis of each potential acquisition and only purchase vessels as market conditions and developments present themselves. We continue to be focused on purchasing well-maintained, secondhand vessels, which should provide a significant value proposition given the strong charter rates that exist currently. However, we will also consider purchasing younger vessels or newbuildings if the value proposition exists at the time. Furthermore, as part of our fleet renewal, we will continue to sell certain vessels when we believe it is in the best interests of the Company and our shareholders.
 
 
·
Maintain Balanced Employment . We intend to strategically employ our fleet between period and spot charters. We actively pursue period charters to obtain adequate cash flow to cover our fleet’s fixed costs, consisting of vessel operating expenses, management fees, general and administrative expenses, interest expense and drydocking costs for the upcoming 12-month period. We look to deploy the remainder of our fleet through period charters, spot charters, shipping pools or contracts of affreightment depending on our view of the direction of the markets and other tactical or strategic considerations. We believe this balanced employment strategy will provide us with more predictable operating cash flows and sufficient downside protection, while allowing us to participate in the potential upside of the spot market during periods of rising charter rates. On the basis of our fixed spot and existing period contracts, approximately 80% of our vessel capacity in 2008 and approximately 30% in 2009 are fixed, which will help protect us from market fluctuations, enable us to make significant principal and interest payments on our debt and pay dividends to our shareholders.
 
 
·
Operate a Fleet in Two Sectors . While remaining focused on the dry cargo segment of the shipping industry, we intend to continue to develop a diversified fleet of drybulk carriers and containerships of up to Panamax size. A diversified drybulk fleet profile will allow us to better serve our customers in both major and minor bulk trades, as well as to reduce any dependency on any one cargo, trade route or customer. We will remain focused on the smaller size ship segment of the container market, which has not experienced the same level of expansion in vessel supply that has occurred with larger containerships. A diversified fleet, in addition to enhancing the stability of our cash flows, will also help us to reduce our exposure to unfavorable developments in any one shipping sector and to benefit from upswings in any one shipping sector experiencing rising charter rates.
 
 
·
Optimize Use of Financial Leverage . We will use bank debt to partly fund our vessel acquisitions and increase financial returns for our shareholders. We actively assess the level of debt we incur in light of our ability to repay that debt based on the level of cash flow generated from our balanced chartering strategy and efficient operating cost structure. Our debt repayment schedule as of December 31, 2007 calls for a reduction of more than 46% of our then outstanding debt by the end of 2009. We expect this will increase our ability to borrow funds to make additional vessel acquisitions in order to grow our fleet and pay consistent and possibly higher dividends to our shareholders.

 
26
 

 
Our Customers
 
 
Our major charterer customers during the last three years include Klaveness (Bulkhandling and Baumarine shipping pools), Cheng Lie, Swiss Marine, Hamburg Bulk Carriers, Phoenix, Yang Ming Lines and Italia Maritima. We are a relationship driven company, and our top five customers in 2006 include three of our top five customers from 2005 (Cheng Lie, Yang Ming Lines and Klaveness). Our top five customers accounted for approximately 53% of our total revenues in  2007, 60% of our total revenues in 2006 and 72% of our total revenues in 2005. In 2007, our largest five customers, Klaveness, Yang Ming Lines, Sinochart,  Italia Maritima and Cheng Lie,, accounted for 15.1%, 12.5%, 12.1%, 7.6% and 5.2% of our total revenues, respectively.

     
Year ended December 31,
 
Charterer
   
2005
   
2006
   
2007
 
                     
 
A
      5.50 %     15.06 %     15.07 %
 
B
      9.60 %     10.40 %     12.53 %
 
C
      -       -       12.10 %
 
D
      -       16.63 %     7.60 %
 
E
      17.48 %     12.67 %     5.19 %
 
F
      26.85 %     -       -  
 
G
      12.32 %     -       -  
 
H
      -       5.32 %     -  


 
The Dry Cargo and Containership Industries

Dry cargo shipping refers to the transport of certain commodities by sea between various ports in bulk or containerized form.
 
The drybulk commodities are often divided into two categories — major bulks and minor bulks. Major bulks include items such as coal, iron ore and grains, while minor bulks include items such as aluminum, phosphate rock, fertilizer raw materials, agricultural and mineral cargo, cement, forest products and some steel products, including scrap.
 
There are four main classes of bulk carriers — Handysize, Handymax, Panamax and Capesize. These classes represent the sizes of the vessel carrying the cargo in terms of deadweight ton (“dwt”) capacity, which is defined as the total weight including cargo that the vessel can carry when loaded to a defined load line on the vessel. Handysize vessels are the smallest of the four categories and include those vessels weighing up to 40,000 dwt. Handymax carriers are those vessels that weigh between 40,000 and 60,000 dwt, while Panamax vessels are those ranging from 60,000 dwt to 80,000 dwt. Vessels over 80,000 dwt are called Capesize vessels.
 
Drybulk carriers are ordinarily chartered either through a voyage charter or a time charter, under a longer term contract of affreightment or in pools. Under a voyage charter, the owner agrees to provide a vessel for the transport of cargo between specific ports in return for the payment of an agreed freight rate per ton of cargo or an agreed dollar lump sum amount. Voyage costs, such as canal and port charges and bunker expenses, are the responsibility of the owner. Under a time charter, the ship owner places the vessel at the disposal of a charterer for a given period of time in return for a specified rate (either hire per day or a specified rate per dwt capacity per month) with the voyage costs being the responsibility of the charterer. In both voyage charters and time charters, operating costs (such as repairs and maintenance, crew wages and insurance premiums), as well as drydockings and special surveys, are the responsibility of the ship owner. The duration of time charters varies, depending on the evaluation of market trends by the ship owner and by charterers. Occasionally, drybulk vessels are chartered on a bareboat basis. Under a bareboat charter, operations of the vessels and all operating costs are the responsibility of the charterer, while the owner only pays the financing costs of the vessel.
 
 

A contract of affreightment (“COA”) is another type of charter relationship where a charterer and a ship owner enter into a written agreement pursuant to which identified cargo will be carried over a specified period of time. COA’s benefit charterers by providing them with fixed transport costs for a commodity over an identified period of time. COA’s benefit ship owners by offering ascertainable revenue over that same period of time and eliminating the uncertainty that would otherwise be caused by the volatility of the charter market. A shipping pool is a collection of similar vessel types under various ownerships, placed under the care of a single commercial manager. The manager markets the vessels as a single fleet and collects the earnings which are distributed to individual owners under a pre-arranged weighing system by which each entered vessel receives its share. Pools have the size and scope to combine voyage charters, time charters and contracts of affreightment with freight forward agreements for hedging purposes, to perform more efficient vessel scheduling thereby increasing fleet utilization.
 
Containership shipping refers to the transport of containerized trade which encompasses mainly the carriage of finished goods, but an increasing number of other cargoes in container boxes. Containerized trade is the fastest growing sector of seaborne trade. Containerships are further categorized by their size measured in twenty-foot equivalent units (teu) and whether they have their own gearing. The different categories of containerships are as follows. Post-panamax vessels are vessels with carrying capacity of more than 4,000 teu. Panamax vessels are vessels with carrying capacity from 3,000 to 4,000 teu. Intermediate containerships are vessels with carrying capacity from 2,000 to 3,000 teu. Handysize containerships are vessels with carrying capacity from 1,300 to 2,000 teu and are sometimes equipped with cargo loading and unloading gear. Finally, Feeder containerships are vessels with carrying capacity from 500 to 1,300 teu and are usually equipped with cargo loading and unloading gear. Containerships are primarily employed in time charter contracts with liner companies, which in turn employ them as part of the scheduled liner operations. Feeder containership are put in liner schedules feeding containers to and from central regional ports (hubs) where larger containerships provide cross ocean or longer haul service. The length of the time charter contract can range from several months to years.
 
Our Competitors
 
We operate in markets that are highly competitive and based primarily on supply and demand. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation. Eurobulk arranges our charters (whether spot charters, time charters or shipping pools) through the use of Eurochart, an affiliated brokering company who negotiates the terms of the charters based on market conditions. We compete primarily with other shipowners of drybulk carriers in the Handysize, Handymax and Panamax drybulk carrier sectors and the containership sector. Ownership of drybulk carriers and containerships is highly fragmented and is divided among state controlled and independent shipowners. Some of our publicly listed competitors include Diana Shipping Inc. (NYSE: DSX), DryShips Inc. (NASDAQ: DRYS), Excel Maritime Carriers Ltd. (NYSE: EXM), Eagle Bulk Shipping Inc. (NASDAQ: EGLE), Genco Shipping and Trading Limited (NASDAQ: GSTL), Navios Maritime Holdings Inc. (NASDAQ: BULK), Danaos Corporation (NYSE: DAC) and Goldenport Holdings Inc. (LSE: GPRT).
 
Seasonality
 
Coal, iron ore and grains, which are the major bulks of the drybulk shipping industry, are somewhat seasonal in nature. The energy markets primarily affect the demand for coal, with increases during hot summer periods when air conditioning and refrigeration require more electricity and towards the end of the calendar year in anticipation of the forthcoming winter period. The demand for iron ore tends to decline in the summer months because many of the major steel users, such as automobile makers, reduce their level of production significantly during the summer holidays. Grains are completely seasonal as they are driven by the harvest within a climate zone. Because three of the five largest grain producers (the United States of America, Canada and the European Union) are located in the northern hemisphere and the other two (Argentina and Australia) are located in the southern hemisphere, harvests occur throughout the year and grains require drybulk shipping accordingly.
 
The containership industry seasonal trends are driven by the import patterns of manufactured goods and refrigerated cargoes by the major importers, such as the United States, Europe, Japan and others. The volume of containerized trade is usually higher in the fall in preparation for the holiday season. During this period of time, container shipping rates are higher and, as a result, the charter rates for containerships are higher. However, fluctuations due to seasonality in the container shipping industry are much less pronounced than in the drybulk shipping industry.
 

 
28
 

Environmental and Other Regulations
 
Government regulation significantly affects the ownership and operation of our vessels. Our vessels are subject to international conventions and national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered.
 
A variety of governmental and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administration (country of registry) and charterers. Certain of these entities require us to obtain permits, licenses and certificates for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of our vessels.
 
We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for vessels that conform to the stricter environmental standards. We are required to maintain operating standards for all of our vessels that will emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with U.S. and international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations; however, because such laws and regulations are frequently changed and may impose increasingly stricter requirements, such future requirements may limit our ability to do business, increase our operating costs, force the early retirement of our vessels, and/or affect their resale value, all of which could have a material adverse effect on our financial condition and results of operations.
 
Environmental Regulation – International Maritime Organization (“IMO”)
 
The IMO has negotiated international conventions that impose liability for oil pollution in international waters and a signatory’s territorial waters. In September 1997, the IMO adopted Annex VI to the International Convention for the Prevention of Pollution from Ships to address air pollution from ships. Annex VI was ratified in May 2004, and became effective in May 2005. Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions. Our vessel manager has informed us that a plan to confirm with the Annex VI regulations is in place and we believe we are in substantial compliance with Annex VI.  Additional or new conventions, laws and regulations may be adopted that could adversely affect our ability to operate our ships.
 
The operation of our vessels is also affected by the requirements set forth in the ISM Code. The ISM Code requires shipowners and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The failure of a shipowner or management company to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports. Currently, each of our vessels is ISM Code-certified. However, we may not be able to maintain such certification indefinitely.
 
Environmental Regulations – The United States of America Oil Pollution Act of 1990 (“OPA”)
 
OPA established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all shipowners and operators whose vessels trade in the United States of America, its territories and possessions or whose vessels operate in waters of the United States of America, which includes the United States’ territorial sea of the United States of America and its 200 nautical mile exclusive economic zone.
 
Under OPA, vessel owners, operators, charterers and management companies are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).

 
29
 

 
OPA was amended in 2006 to increase the limits of the liability of responsible parties for non-tank vessels to the greater of $950 per gross ton or $800,000 (subject to possible adjustment for inflation). These limits of liability do not apply if an incident was directly caused by violation of applicable United States federal safety, construction or operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities.
 
We currently maintain for each of our vessels pollution liability coverage insurance in the amount of $1 billion per incident. If the damages from a catastrophic pollution liability incident exceed our insurance coverage, the payment of those damages may materially decrease our net income.
 
OPA requires shipowners and operators of vessels to establish and maintain with the United States Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under OPA. In December 1994, the Coast Guard implemented regulations requiring evidence of financial responsibility for non-tank vessels in the amount of $900 per gross ton, which includes the OPA limitation on liability of $600 per gross ton and the U.S. Comprehensive Environmental Response, Compensation, and Liability Act liability limit of $300 per gross ton. We expect that the Coast Guard will increase the amount of financial responsibility to reflect the 2006 increase in liability under OPA. Under the regulations, vessel owners and operators may evidence their financial responsibility by showing proof of insurance, surety bond, self-insurance, or guaranty.
 
OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states, which have enacted such legislation, have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. We currently comply, and intend to comply in the future, with all applicable state regulations in the ports where our vessels call.
 
Environmental Regulation – The United States of America Clean Water Act
 
The U.S. Clean Water Act, or CWA, prohibits the discharge of oil or hazardous substances in navigable waters and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and compliments the remedies available under OPA and CERCLA.
 
Currently, under U.S. Environmental Protection Agency, or EPA, regulations that have been in place since 1978, vessels are exempt from the requirement to obtain CWA permits for the discharge in U.S. ports of ballast water and other substances incidental to the normal operation of vessels. However, on March 30, 2005, the United States District Court for the Northern District of California ruled in Northwest Environmental Advocate v. EPA, 2005 U.S. Dist. LEXIS 5373, that EPA exceeded its authority in creating an exemption for ballast water. On September 18, 2006, the court issued an order granting permanent injunctive relief to the plaintiffs, invalidating the blanket exemption in EPA’s regulations for all discharges incidental to the normal operation of a vessel as of September 30, 2008, and directing EPA to develop a system for regulating all discharges from vessels by that date. Under the Court’s ruling, shipowners and operators of vessels visiting U.S. ports would be required to comply with the CWA permitting program to be developed by EPA or face penalties. EPA has appealed this decision to the Ninth Circuit Court of Appeals, but, if the lower court’s order is ultimately upheld, we will incur certain costs to obtain CWA permits for our vessels.
 
Environmental Regulation – Other Environmental Initiatives
 
The European Union is considering legislation that will affect the operation of vessels and the liability of shipowners for oil pollution. It is difficult to predict what legislation, if any, may be promulgated by the European Union or any other country or authority.
 
 
30
 
The U.S. National Invasive Species Act, or NISA, was enacted in 1996 in response to growing reports of harmful organisms being released into U.S. ports through ballast water taken on by ships in foreign ports. Under NISA, the U.S. Coast Guard adopted regulations in July 2004 imposing mandatory ballast water management practices for all vessels equipped with ballast water tanks entering U.S. waters. These requirements can be met by performing mid-ocean ballast exchange, by retaining ballast water on board the ship, or by using environmentally sound alternative ballast water management methods approved by the U.S. Coast Guard. (However, mid-ocean ballast exchange is mandatory for ships heading to the Great Lakes or Hudson Bay, or vessels engaged in the foreign export of Alaskan North Slope crude oil.) Mid-ocean ballast exchange is the primary method for compliance with the Coast Guard regulations, since holding ballast water can prevent ships from performing cargo operations upon arrival in the United States, and alternative methods are still under development. Vessels that are unable to conduct mid-ocean ballast exchange due to voyage or safety concerns may discharge minimum amounts of ballast water (in areas other than the Great Lakes and the Hudson River), provided that they comply with recordkeeping requirements and document the reasons they could not follow the required ballast water management requirements. The Coast Guard is developing a proposal to establish ballast water discharge standards, which could set maximum acceptable discharge limits for various invasive species, and/or lead to requirements for active treatment of ballast water.
 
At the international level, the IMO adopted an International Convention for the control and Management of Ships’ Ballast Water and Sediments in February 2004 (the “BWM Convention”). The Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements (beginning in 2009), to be replaced in time with mandatory concentration limits. The BWM Convention will not enter into force until
 
12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant shipping. As of May 31, 2007, the BWM Convention has been adopted by 10 states, representing 3.42% of the gross tonnage of the world’s merchant shipping.
 
Vessel Security Regulations
 
Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002 (“MTSA”), came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States of America. Similarly, in December 2002, amendments to the International Convention for the Safety of Life at Sea (“SOLAS”) created a new chapter of the convention dealing specifically with maritime security. The new chapter went into effect in July 2004, and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created ISPS Code. Among the various requirements are:
 
 
·
on-board installation of automatic information systems (“AIS”), to enhance vessel-to-vessel and vessel-to-shore communications;
 
 
·
on-board installation of ship security alert systems;
 
 
·
the development of vessel security plans; and
 
 
·
compliance with flag state security certification requirements.
 
The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures provided such vessels have on board, by July 1, 2004, a valid International Ship Security Certificate (“ISSC”) that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. Our vessels are in compliance with the various security measures addressed by the MTSA, SOLAS and the ISPS Code. We do not believe these additional requirements will have a material financial impact on our operations.
 
Inspection by Classification Societies
 
The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Our vessels are currently classed with Lloyd’s Register of Shipping, Bureau Veritas and Nippon Kaiji Kyokai. ISM and International Ship and Port Facilities Security (“ISPS”) certification have been awarded by Bureau Veritas and the Panama Maritime Authority to our vessels and Eurobulk, our ship management company.

 
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A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts of such vessel. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

 
The following table lists the next drydocking and special survey for the vessels in our current fleet.

Vessel
 
Next
 
Type
         
TASMAN TRADER
   
June 2010
     
Special Survey
NINOS
 
July 2010
 
Special Survey
ARTEMIS
 
April 2010
 
Drydocking
YM XINGANG I  
 
February 2011
 
Drydocking
ARISTIDES N.P.  
 
February 2011
 
Drydocking
KUO HSIUNG  
 
April 2011
 
Drydocking
IRINI
 
June 2008
 
Special Survey
NIKOLAOS P  
 
March 2009
 
Special Survey
GREGOS
 
July 2009
 
Special Survey
MANOLIS P
 
April 2010
 
Special Survey
OEL TRANSWORLD  
 
April 2010
 
Drydocking
DESPINA P
 
January 2011
 
Special Survey
OEL INTEGRITY  
 
December 2010
 
Special Survey
TIGER BRIDGE
 
October 2008
 
Drydocking
IOANNA P
 
March 2009
 
Special Survey
——————
 
Risk of Loss and Liability Insurance
 
General
 
The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States of America for certain oil pollution accidents in the United States of America, has made liability insurance more expensive for shipowners and operators trading in the United States of America market. While we believe that our present insurance coverage is adequate, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.
 
Hull and Machinery Insurance
 
We procure hull and machinery insurance, protection and indemnity insurance, which includes environmental damage and pollution insurance and war risk insurance and FD&D insurance for our fleet. We do not maintain insurance against loss of hire, which covers business interruptions that result in the loss of use of a vessel.
 

 
32
 
Protection and Indemnity Insurance
 
Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, which covers our third-party liabilities in connection with our shipping activities. This includes third party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or “clubs.”
 
Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 14 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. Our vessels are members of the UK Club. Each P&I Association has capped its exposure to this pooling agreement at $4.5 billion. As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.
 
Organizational structure
 
Euroseas is the sole owner of all outstanding shares of the subsidiaries listed in Note 1 of our consolidated financial statements under Item 18 and in Exhibit 8.1 to this annual report.
 
 
D.
Property, plants and equipment
 
We do not own any real property.  As part of the management services provided by Eurobulk during the period in which we conducted business to date, we have shared, at no additional cost, offices with Eurobulk.  We do not have current plans to lease or purchase office space, although we may do so in the future.
 
 
Our interests in our vessels are owned through our wholly-owned vessel owning subsidiaries and these are our only material properties. Our vessels are subject to mortgages. Specifically:
 
 
·
Searoute Maritime Ltd. incorporated in Cyprus on May 20, 1992, owner of the Cyprus flag 33,712 dwt bulk carrier motor vessel Ariel , which was built in 1977 and acquired on March 5, 1993. Ariel was sold on February 22, 2007.
 
·
Oceanopera Shipping Ltd. incorporated in Cyprus on June 26, 1995, owner of the Cyprus flag 34,750 dwt bulk carrier motor vessel Nikolaos P , which was built in 1984 and acquired on July 22, 1996.
 
·
Oceanpride Shipping Ltd. incorporated in Cyprus on March 7, 1998, owner of the Cyprus flag 26,354 dwt bulk carrier motor vessel John P , which was built in 1981 and acquired on March 7, 1998. John P was sold on July 5, 2006.
 
·
Alcinoe Shipping Ltd. incorporated in Cyprus on March 20, 1997, owner of the Cyprus flag 26,354 dwt bulk carrier motor vessel Pantelis P , which was built in 1981 and acquired on June 4, 1997. Pantelis P was sold on May 31, 2006.  On February 22, 2007, Alcinoe Shipping Ltd. acquired the 38,691 dwt Cyprus flag drybulk moter vessel Gregos , which was built in 1984.  On June 13, 2007, M/V Gregos was transferred to Gregos Shipping Limited incorporated in the Marshall Islands and its flag was changed to the flag of the Marshall Islands.
 
·
Alterwall Business Inc. incorporated in Panama on January 15, 2001, owner of the Panama flag 18,253 dwt container carrier motor vessel Ninos (ex YM Qingdao 1 ), which was built in 1990 and acquired on February 16, 2001.
 
·
Allendale Investment S.A. incorporated in Panama on January 22, 2002, owner of the Panama flag 18,154 dwt container carrier motor vessel Kuo Hsiung , which was built in 1993 and acquired on May 13, 2002.
 
·
Diana Trading Ltd. incorporated in the Marshall Islands on September 25, 2002, owner of the Marshall Islands flag 69,734 dwt bulk carrier motor vessel Irini , which was built in 1988 and acquired on October 15, 2002.
 
·
Salina Shipholding Corp., incorporated in the Marshall Islands on October 20, 2005, owner of the Marshall Islands flag 29,693 dwt container carrier motor vessel Artemis , which was built in 1987 and acquired on November 25, 2005.

 
33
 
 
·
Xenia International Corp., incorporated in the Marshall Islands on April 6, 2006, owner of the Marshall Islands flag 22,568 dwt / 950 teu multipurpose motor vessel m/v Tasman Trader , which was built in 1990 and acquired on April 27, 2006.
 
·
Prospero Maritime Inc., incorporated in the Marshall Islands on July 21, 2006, owner of the Marshall Islands flag 69,268 dwt dry bulk motor vessel Aristides N.P ”, which was built in 1993 and acquired on September 4, 2006.
 
·
Xingang Shipping Ltd., incorporated in Liberia on October 16, 2006, owner of the Liberian flag 23,596 dwt container carrier YM Xingang I , which was built in February 1993 and acquired on November 15, 2006.
 
·
Manolis  Shipping Ltd., incorporated in Marshall Islands on March 16, 2007, owner of the Marshall Islands flag 20,346 dwt container carrier motor vessel Manolis P , which was built in 1995 and acquired on April 12, 2007.
 
·
Eternity Shipping Company, incorporated in the Marshall Islands on May 17, 2007, owner of the Marshall Islands flag 30,007 dwt / 1,742 teu container carrier motor vessel OEL Transworld (ex Clan Gladiator) , which was built in 1992 and acquired on June 13, 2007.
 
·
Emmentaly Business Inc., incorporated in Panama on July 4, 2007, owner of the Panamanian flag 33,667 dwt / 1,932 teu container carrier motor vessel OEL Integrity (ex Jonathan P), which was built in 1990 and acquired on August 7, 2007.
 
·
Pilory Associates Corp., incorporated in Panama on July 4, 2007, owner of the Panamanian flag 33,667 dwt / 1,932 teu container carrier motor vessel Despina P , which was built in 1990 and acquired on August 13, 2007.
 
·
Tiger Navigation Corp., incorporated in Marshall Islands on August 29, 2007, owner of the Marshall Islands flag 31,627 dwt / 2,228 teu container carrier motor vessel Tiger Bridge , which was built in 1990 and acquired on October 4, 2007.
 
·
Trust Navigation Corp., incorporated in Liberia on October 1, 2007, owner of the Liberian flag 64,873 dwt bulk carrier motor vessel Ioanna P , which was built in 1984 and acquired on November 1, 2007.
 

 
As of December 31, 2007, our vessel m/v Nikolaos P , was collateral to a loan with an outstanding balance of $2,600,000.  Our vessels, m/v Ninos (ex YM Quingdao 1 ) and m/v Kuo Hsiung, were collateral to a loan with an outstanding balance of $7,950,000; our vessel m/v Irini was collateral to two loans with an aggregate balance of $2,100,000.  Our vessel, m/v Artemis , was collateral to a loan with an outstanding amount of $8,500,000. Our vessel, m/v Tasman Trader , was collateral to a loan with an outstanding balance of $6,660,000.  Our vessel, m/v Aristides N.P., was collateral to a loan with an outstanding balance of $13,100,000.  Our vessels, m/v YM Xingang I and m/v Gregos , were collateral to a loan with an outstanding balance of $16,000,000. Our vessel, m/v Manolis P, was collateral to a loan with an outstanding amount of $9,680,000. Our vessel, m/v Ioanna P, was collateral to a loan with an outstanding amount of $15,000,000.
 

 
Item 4A
Unresolved Staff Comments
 
None.
 
Item 5.
Operating and Financial Review and Prospects
 
The following discussion should be read in conjunction with our financial statements and footnotes thereto contained in this annual report. This discussion contains forward-looking statements, which are based on our assumptions about the future of our business. Our actual results may differ materially from those contained in the forward-looking statements. Please read “Forward-Looking Statements” for additional information regarding forward-looking statements used in this annual report. Reference in the following discussion to “our” and “us” refer to Euroseas, our subsidiaries and the predecessor operations of Euroseas, except where the context otherwise indicates or requires.

 
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We are a Marshall Islands company incorporated in May 2005. We are a provider of worldwide ocean-going transportation services. We own and operate drybulk carriers that transport major bulks such as iron ore, coal and grains, and minor bulks such as bauxite, phosphate and fertilizers. We also own and operate containerships and multipurpose vessels that transport dry and refrigerated containerized cargoes, mainly including manufactured products and perishables. As of April 30, 2008, our fleet consisted of five drybulk carriers, comprised of three Panamax drybulk carriers and two Handysize drybulk carriers, nine containerships and one multipurpose vessel. The total cargo carrying capacity of the four bulk carriers is 277,316 deadweight tons, or dwt, and of the nine containerships is 239,010 dwt and 15,321 twenty-foot equivalent units, or teu.  Our multipurpose vessel can carry 22,568 dwt and/or 950 teu.
 
We actively manage the deployment of our fleet between spot market voyage charters, which generally last from several days to several weeks, and time charters, which can last up to several years.  Some of our vessels may participate in shipping pools, or, in some cases participate in contracts of affreightment (please refer to the section “The Dry Cargo and Containership Industries” under Item 4B for a description of the above mentioned types of vessel employment).  As of April 30, 2008, one of our vessels participated in a shipping pool.
 
Vessels operating on time charters provide more predictable cash flows but can yield lower profit margins than vessels operating in the spot market during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenues that are less predictable but may enable us to achieve increased profit margins during periods of high vessel rates although we are exposed to the risk of declining vessel rates, which may have a materially adverse impact on our financial performance.  Vessels operating in pools benefit from better scheduling, and thus increased utilization, and better access to contracts of affreightment due to the larger commercial operation. We are constantly evaluating opportunities to increase the number of our vessels deployed on time charters or to participate in shipping pools (if available for our vessels), however we only expect to enter into additional time charters or shipping pools if we can obtain contract terms that satisfy our criteria.  Containerships are employed almost exclusively on time charter contracts.  We carefully evaluate the length and the rate of the time charter contract at the time of fixing or renewing a contract considering market conditions, trends and expectations.
 
We constantly evaluate secondhand vessel purchase opportunities to expand our fleet accretive to our earnings and cash flow, as well as, sale opportunities of certain of our vessels.
 
 
A.
Operating results
 
Factors Affecting Our Results of Operations
 
We believe that the important measures for analyzing trends in the results of our operations consist of the following:
 
Calendar days . We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with major repairs, drydockings or special or intermediate surveys. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period.
 
Available days. We define available days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with scheduled repairs, drydockings or special or intermediate surveys. The shipping industry uses available days to measure the number of days in a period during which vessels were available to generate revenues.
 
Voyage days. We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with scheduled and unscheduled repairs, drydockings or special or intermediate surveys or days waiting to find employment. The shipping industry uses voyage days to measure the number of days in a period during which vessels actually generate revenues.
 
Fleet utilization . We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our available days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as unscheduled repairs or days waiting to find employment.
 
Spot Charter Rates . Spot charter rates are volatile and fluctuate on a seasonal and year to year basis. The fluctuations are caused by imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes.

 
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Time Charter Equivalent (“TCE”). A standard maritime industry performance measure used to evaluate performance is the daily time charter equivalent, or daily TCE. Daily TCE revenues are voyage revenues minus voyage expenses divided by the number of voyage days during the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by a charterer under a time charter. We believe that the daily TCE neutralizes the variability created by unique costs associated with particular voyages or the employment of drybulk carriers on time charter or on the spot market (containership are chartered on a time charter basis) and presents a more accurate representation of the revenues generated by our vessels.
 
Basis of Presentation and General Information
 
We use the following measures to describe our financial performances:
 
Voyage revenues. Our voyage revenues are driven primarily by the number of vessels in our fleet, the number of voyage days during which our vessels generate revenues and the amount of daily charter hire that our vessels earn under charters, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in drydock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, levels of supply and demand in the transportation market and other factors affecting spot market charter rates in both the drybulk carrier and containership markets.
 
Commissions. We pay commissions on all chartering arrangements of 1.25% to Eurochart, one of our affiliates, plus additional commission of usually up to 5% to other brokers involved in the transaction. These additional commissions, as well as changes to charter rates will cause our commission expenses to fluctuate from period to period. Eurochart also receives a fee equal to 1% calculated as stated in the relevant memorandum of agreement for any vessel bought or sold by them on our behalf.
 
Voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage which would otherwise be paid by the charterer under a time charter contract, as well as commissions. Under time charters, the charterer pays voyage expenses whereas under spot market voyage charters, we pay such expenses. The amounts of such voyage expenses are driven by the mix of charters undertaken during the period.
 
Vessel operating expenses. Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Our vessel operating expenses, which generally represent fixed costs, have historically changed in line with the size of our fleet. Other factors beyond our control, some of which may affect the shipping industry in general (including, for instance, developments relating to market prices for insurance or inflationary increases) may also cause these expenses to increase.
 
Management fees. These are the fees that we pay to Eurobulk, our ship manager and an affiliate, under our management agreement with Eurobulk for the technical and commercial management that Eurobulk performs on our behalf. The fee, as of April 30, 2008, is 630 Euros per vessel per day and is payable monthly in advance adjusted annually for inflation on January 1 st .
 
Vessel depreciation . We depreciate our vessels on a straight-line basis with reference to the cost of the vessel, age and scrap value as estimated at the date of acquisition. Depreciation is calculated over the remaining useful life of the vessel, which is estimated to range from 25 to 30 years from the date of original construction. Remaining useful lives of property are periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons. Revisions of estimated lives are recognized over current and future periods.
 
Amortization of deferred drydocking and special survey expense. Our vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are trading. We capitalize the costs associated with drydockings as they occur and amortize these costs on a straight-line basis over the period between drydockings. Costs capitalized as part of the drydocking include actual costs incurred at the drydock yard; cost of travel, lodging and subsistence of our personnel sent to the drydocking site to supervise; and the cost of hiring a third party to oversee a drydocking. We believe that these criteria are consistent with industry practice and that our policy of capitalization reflects the economics and market values of the vessels. Commencing January 1, 2006, we revised our policy to exclude the cost of hiring riding crews and the cost of parts used by riding crews from amounts capitalized as drydocking cost. We have not restated any historical financial statements because we determined that the impact of such a revision is not material to our operating income and net income for any periods presented.

 
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Interest expense. We traditionally finance vessel acquisitions partly with debt on which we incur interest expense. The interest rate we pay is generally linked to the 3-month LIBOR rate, although from time to time we utilize fixed rate loans or could use interest rate swaps to eliminate our interest rate exposure. Interest due is expensed in the period is accrued. Loan cost are amortized over the period of the loan; the un-amortized portion is written-off if the loan is prepaid early.
 
Other general and administrative expenses. We incur expenses consisting mainly of executive compensation, professional fees, directors liability insurance and reimbursement of our directors’ and officers’ travel-related expenses. General and administrative expenses increased once we became a public company due to the duties typically associated with public companies. We acquire executive services, our Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer, Internal Auditor and Secretary, through Eurobulk as part of our master management agreement.
 
In evaluating our financial condition, we focus on the above measures to assess our historical operating performance and we use future estimates of the same measures to assess our future financial performance.  In addition, we use the amount of cash at our disposal and our total indebtedness to assess our short term liquidity needs and our ability to finance additional acquisitions with available resources (see also discussion under “Capital Expenditures” below).  In assessing the future performance of our present fleet, the greatest uncertainty relates to the spot market performance which affects those of our vessels that are not employed under fixed time charter contracts.  Decisions about the acquisition of additional vessels or possible sales of existing vessels are based on financial and operational evaluation of such action and depend on the overall state of the drybulk, containership and multipurpose vessel market, the availability of purchase candidates, available employment and our general assessment of economic prospects for the sectors in which we operate.
 
Results from Operations
 
Year ended December 31, 2007 compared year ended December 31, 2006.
 
Voyage revenues . Voyage revenues for the period were $86.10 million, up 104.3% compared to the same period in 2006 during which voyage revenues amounted to $42.14 million. This increase was primarily due to the significantly higher charter rates our vessels achieved in 2007 as compared to 2006, especially in the drybulk market, and to the larger fleet we operated. In 2007, we operated an average of 11.48 vessels, a 41.9% increase over the average of 8.09 vessels we operated during 2006. Our fleet of 11.48 vessels had throughout the period 11 unscheduled off-hire days and 210 days of scheduled off-hire for the drydocking of seven vessels, generating an average TCE rate per vessel of  $21,468 per day compared to $14,313 per day per vessel for the same period in 2006.  The average TCE rate our vessels achieve is a combination of the time charter rate earned by our vessels under time charter contracts, which is not influenced by market developments, and the TCE rate earned by our vessels employed in the spot market which is influenced by market developments.  Shipping markets in 2007 were on average stronger compared to 2006, especially in the second half of 2007 when the drybulk market reached all time high levels. The higher average market rates during 2007 positively influenced the earnings of our vessels employed in the spot market.
 
Commissions . Commissions for the period were $4.02 million. At 4.67% of voyage revenues, commissions were slightly higher than in the same period in 2006;  for the year ended December 31, 2006, commissions amounted to $1.83 million, or 4.34% of voyage revenues. The higher level of commissions in 2007 is partly due  to the fact that more vessels operated in the spot market and the higher level of commissions of certain time charters related to the vessels acquired in 2007.
 
Voyage expenses . Voyage expenses for the year were $0.90 million related to expenses for certain voyage charters. For the year ended December 31, 2006, voyage expenses amounted to $1.15 million. Because our vessels are generally chartered under time charter contracts, voyage expenses represent a small fraction (1.0% and 2.7% in 2007 and 2006, respectively) of voyage revenues; in 2006, we had more voyage charters than in 2007 which resulted in higher voyage expenses.
 
Vessel operating expenses . Vessel operating expenses were $17.24 million for the period compared to $10.37 million for the same period in 2006.  This difference was due to the higher average number of vessels we operated in 2007, specifically an average of 11.48 vessels in 2007 compared to 8.09 vessels in 2006. Daily vessel operating expenses per vessel increased between the two periods to $4,115 per day in 2007 compared to $3,524 per day in 2006, a 16.8% increase, reflecting primarily higher crew and lubricant costs and higher exchange rate of the euro and other currencies with respect to the U.S. dollar.

 
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Management fees . These are part of the fees we pay to Eurobulk under our master management agreement. As of December 31, 2007, Eurobulk charged us 630 Euros per day per vessel totalling $3.67 million for the period, or $875 per day per vessel. For the same period in 2006, management fees amounted to $2.27 million, or $770 per day per vessel based on the daily rate per vessel of 608.33 Euros.  The Euro exchange rate has been on average about 10% higher in 2007 as compared to 2006.  The increase in the management fees paid in 2007 also resulted from an increase in the average number of vessels we owned during the period; in 2007, we owned 11.48 vessels compared to an average of 8.09 vessels we owned during 2006.
 
Other general and administrative expenses . These are expenses we pay as part of our operation as a public company and include the fixed portion of our management agreement fees, legal and auditing fees, directors’ and officers’ liability insurance and other miscellaneous corporate expenses. In 2007, we had a total of $2.66 million of general and administrative expenses as compared to $1.08 million in 2006.  The increase is mainly due to higher audit fees of approximately $0.25 million in 2007 inclusive of the audit of our internal controls over financial reporting, the cost required for us to implement internal controls for financial reporting to comply with Section 404 of the Sarbanes-Oxley Act of approximately $0.23 million as well as higher management fees we paid to Eurobulk for executive services of approximately $0.10 million in 2007, and $0.82 million for the cost of non-cash compensation of stock incentives awards given to certain officers, directors and other key persons.
 
Amortization of drydocking and special survey expense and vessel depreciation . Amortization and depreciation for the period was $17.96 million. This consists of $16.42 million of depreciation and $1.54 million of amortization of deferred drydocking expenditures. Comparatively, depreciation and amortization for the same period in 2006 amounted to $6.28 million and $1.01 million, respectively, for a total of $7.29 million. Depreciation in 2007 was higher than in 2006 because of  the higher average number of vessels and also because the depreciation associated with vessels bought in 2007 (the one vessel sold in 2007 was fully depreciated). Amortization in 2007 is also higher than the same period in 2006 due to seven vessels that underwent drydocking or special survey during 2007 plus the full effect of the amortization of the two vessels that underwent drydocking or special survey in 2006.
 
Net gain or Loss from vessel sales . There was one vessel sold in 2007 for a gain of $3.41 million compared to two vessel sales in 2006 for a gain of $4.45 million.
 
Interest and other financing costs, net. Interest and other financing costs, net for the period were $2.49 million. Of this amount, $4.85 million relates to interest incurred, loan fees and expenses paid and deferred loan fees written-off during the period, offset by $2.36 million of interest income during the period. Comparatively, during the same period in 2006, net interest and finance costs amounted to $2.53 million, comprised of $3.40 million of interest incurred and loan fees and offset by $0.87 million of interest income. Interest incurred and loan fees were higher in 2007 due to the higher loan amount outstanding as a result of the new loans undertaken in June 2007 and November 2007.  Interest income was higher in 2007 due the proceeds from three follow-on common stock offerings. As of December 31, 2007, the net proceeds of the last offering, amounting to approximately $93.6 million, were not invested.
 
Trading Securities and Foreign Exchange Gains or Losses. In 2007, we had a $7,824 foreign exchange loss compared to a $1,598 foreign exchange loss in 2006. In 2007, we had unrealized gain from investments in trading securities of $98,744. We had no such gain in 2006.
 
 Net income. As a result of the above, net income for the year ended on December 31, 2007 was $40.66 million compared to $20.07 million for the same period in 2006, representing an increase of 102.6%.
 
Year ended December 31, 2006 compared year ended December 31, 2005.
 
Voyage revenues . Voyage revenues for the period were $42.14 million, down 5.3% compared to the same period in 2005 during which voyage revenues amounted to $44.52 million. The decrease was primarily due to the lower charter rates our vessels achieved in 2006 as compared to 2005. Our fleet of 8.09 vessels had throughout the period 31 unscheduled off-hire days, primarily due to an unscheduled repair for m/v Ariel and 47 days of scheduled off-hire for the drydocking of m/v Nikolaos P and m/v Kuo Hsiung , generating an average TCE rate per vessel of $14,313 per day compared to $17,485 per day per vessel for the same period in 2005.  The average TCE rate our vessels achieve is a combination of the time charter rate earned by our vessels under time charter contracts, which is not influenced by market developments, and the TCE rate earned by our vessels employed in the spot market which is influenced by market developments.  Shipping markets in 2006 were on average weaker compared to 2005, although in the second half of 2006 the drybulk market recovered significantly. The lower average market rates during 2006 influenced the earnings of our vessels employed in the spot market.

 
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Commissions . Commissions for the period were $1.83 million. At 4.34% of voyage revenues, commissions were lower than in the same period in 2005. For the year ended December 31, 2005, commissions amounted to $2.39 million, or 5.36% of voyage revenues. The lower level of commissions in 2006 is partly due  to the fact that more vessels operated in pools (where commissions are paid by the pool thus reducing the commissions paid by us) and the lower level of commissions of certain time charters (for example, m/v Tasman Trader’s charter had commissions of 2.25%).
 
Voyage expenses . Voyage expenses for the year were $1.15 million related to expenses for certain voyage charters. For the year ended December 31, 2005, voyage expenses amounted to $0.67 million. Because our vessels are generally chartered under time charter contracts, voyage expenses represent a small fraction (1.5% and 2.7% in 2005 and 2006, respectively) of voyage revenues; in 2006, we had more voyage charters than in 2005 which resulted in higher voyage expenses.
 
Vessel operating expenses . Vessel operating expenses were $10.37 million for the period compared to $8.61 million for the same period in 2005.  This difference was due to the higher average number of vessels we operated in 2006, specifically an average of 8.09 vessels in 2006 compared to 7.10 vessels in 2005. Daily vessel operating expenses per vessel increased modestly between the two periods to $3,524 per day in 2006 compared to $3,323 per day in 2005, a 6.1% increase, reflecting primarily higher crew and lubricant costs.
 
Management fees . These are part of the fees we pay to Eurobulk under our master management agreement. As of December 31, 2006, Eurobulk charged us 610 Euros per day per vessel totalling $2.27 million for the period, or $770 per day per vessel. For the same period in 2005, management fees amounted to $1.91 million, or $738 per day per vessel based on the daily rate per vessel of 590 Euros.  The Euro exchange rate has been on average about 1% higher in 2006 as compared to 2005.  The increase in the management fees paid in 2006 also resulted from an increase in the average number of vessels we owned during the period; in 2006, we owned 8.09 vessels compared to an average of 7.10 vessels we owned during 2005.
 
Other general and administrative expenses . These are expenses we pay as part of our operation as a public company and include the fixed portion of our management agreement fees, legal and auditing fees, directors’ and officers’ liability insurance and other miscellaneous corporate expenses. In 2006, we had a total of $1.1 million of general and administrative expenses as compared to $0.4 million in 2005.  We started incurring these expenses in the second half of 2005 and mainly after the completion of our private placement in August 2005.  Our 2006 level of general and administrative expenses reflect a full year of incurring them compared to less than half a year in 2005.
 
Amortization of drydocking and special survey expense and vessel depreciation . Amortization and depreciation for the period was $7.29 million. This consists of $6.28 million of depreciation and $1.01 million of amortization of deferred drydocking expenditures. Comparatively, depreciation and amortization for the same period in 2005 amounted to $2.66 million and $1.55 million, respectively, for a total of $4.21 million. Depreciation in 2006 was higher than in 2005 because of  the higher average number of vessels and also because the depreciation associated with vessels bought in 2006 was higher than the corresponding depreciation of the vessels sold during 2006. Amortization in 2006 is lower than the same period in 2005 due to the sale of m/v Pantelis P and m/v John P in the middle of 2006, while the 3 vessels bought during 2006 did not have any amortization during the year.
 
Net gain or Loss from vessel sales . There were two vessels sold in 2006 for a gain of $4.45 million.  There were no vessel sales in the year ended December 31, 2005.
 
Interest and other financing costs, net. Interest and other financing costs, net for the period were $2.53 million. Of this amount, $3.40 million relates to interest incurred, loan fees and expenses paid and deferred loan fees written-off during the period, offset by $0.87 million of interest income during the period. Comparatively, during the same period in 2005, net interest and finance costs amounted to $1.04 million, comprised of $1.50 million of interest incurred and loan fees and offset by $0.46 million of interest income. Interest incurred and loan fees are higher in 2006 due to the higher loan amount outstanding as a result of the new loans undertaken in June 2006, August 2006 and November 2006.

 
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Derivative and Foreign Exchange Gains or Losses. In 2006, we had a $1,598 foreign exchange loss and no derivative gains or losses. In 2005, we had a derivative loss of $0.10 million due to an interest rate swap on a notional amount of $5 million, and foreign exchange gains of less than $0.01 million.
 
Net income. As a result of the above, net income for the year ended on December 31, 2006 was $20.07 million compared to $25.18 million for the same period in 2005, representing a decrease of 20.3%.
 
Critical Accounting Policies
 
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.
 
Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting policies that involve a high degree of judgment and the methods of their application.
 
Depreciation
 
We record the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation. We depreciate our vessels on a straight-line basis over their estimated useful lives, estimated to range from 25 to 30 years from date of initial delivery from the shipyard. We believe that the 25 to 30 year range of depreciable life is consistent with that of other ship owners. As of December 31, 2006, one of our vessels had already reached an age of 29 years and continued to be employed (this vessel, m/v Ariel , was sold for further trading in February 2007). Depreciation is based on cost less the estimated residual scrap value. In 2004, the estimated scrap value of the vessels was increased from $170 to $300 per LWT to better reflect market price developments in the scrap metal market (see Item 3A Selected Consolidated Financial Data). An increase in the useful life of the vessel or in the residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease in the useful life of the vessel or in the residual value would have the effect of increasing the annual depreciation charge.
 
Revenue and expense recognition
 
Revenues are generated from voyage and time charter agreements.  If a charter agreement exists, the price is fixed, service is provided and the collection of the related revenue is reasonably assured, revenues are recorded over the term of the charter as service is provided and recognized on a pro-rata basis over the duration of the voyage or time charter adjusted for the off-hire days that a vessel spends undergoing repairs, maintenance or upgrade work. A voyage is deemed to commence upon the later of the completion of discharge of the vessel’s previous cargo or the time it receives a contract that is not cancelable and is deemed to end upon the completion of discharge of the current cargo.  A time charter contract is deemed to commence from the time of the delivery of the vessel to an agreed port and is deemed to end upon the re-delivery of the vessel at an agreed port. We generally enter into a charter agreement for the vessel’s next voyage or time charter prior to the time of discharge of the previous cargo or completion of previous time charter. We do not begin recognizing voyage or time charter revenue until a charter contract has been agreed to both by us and the customer, even if the vessel has discharged its cargo or completed  the previous time charter and it is sailing to the anticipated load port for its next voyage or to the port it will be delivered to the next charterer. Demurrage income, which is included in voyage revenues, represents payments received from the charterer when loading or discharging time exceeded the stipulated time in the voyage charter and is recognized when earned. Probable losses on voyages are provided for in full at the time such losses can be estimated.
 
For the Company’s vessels operating in chartering pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent basis in accordance with an agreed-upon formula. For vessels that simultaneously participate in spot chartering pools and cargo pools (pools of contracts of affreightment, also called, short funds; in the Company’s case, participation in cargo pools requires participation in spot chartering pools), a combined time charter equivalent revenue is provided by the operator of the vessel and cargo pools. Revenues and voyage expenses are recognized during the period services were performed, the collectability has been reasonably assured, an agreement with the pool exists and price is determinable.

 
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Charter fees received in advance are recorded as a liability (deferred revenue) until charter services are rendered.
 
Vessels operating expenses comprise all expenses relating to the operation of the vessels, including crewing, insurance, repairs and maintenance, stores, lubricants, spares and consumables, professional and legal fees and miscellaneous expenses. Vessel operating expenses are incurred when the vessel is chartered under a voyage charter and are recognized as incurred; payments in advance of services or use are recorded as prepaid expenses. Voyage expenses comprise all expenses relating to particular voyages, including bunkers, port charges, canal tolls, and agency fees. Voyage expenses are recognized on a pro-rata basis over the estimated length of the each voyage. The impact of recognizing voyage expenses on a pro-rata basis over the length of the each voyage is not materially different on a quarterly and annually basis from a method of recognizing such expenses as incurred.
 
Deferred drydock costs
 
Our vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are trading. We capitalize the costs associated with drydockings as they occur and amortize these costs on a straight-line basis over the period between drydockings. Costs capitalized as part of the drydocking include actual costs incurred at the drydock yard, cost of travel, lodging and subsistence of our personnel sent to the drydocking site to supervise and the cost of hiring a third party to oversee a drydocking. We believe that these criteria are consistent with industry practice and that our policy of capitalization reflects the economics and market values of the vessels. Commencing January 1, 2006, we revised our policy to exclude the cost of hiring riding crews and the cost of parts used by riding crews from amounts capitalized as drydocking cost. We have not restated any historical financial statements because we determined that the impact of such a revision is not material to our operating income and net income for any periods presented.
 
Fair value of time charter acquired
 
We record all identified tangible and intangible assets or any liabilities associated with the acquisition of a vessel at fair value. Where vessels are acquired with existing time charters, the Company determines the present value of the difference between: (i) the contractual charter rate and (ii) the prevailing market rate for a charter of equivalent duration. In discounting the charter rate differences in future periods, the Company uses its Weighted Average Cost of Capital (WACC) adjusted to account for the credit quality of the charterer.  The capitalized above-market (assets) and below-market (liabilities) charters are amortized as a reduction and increase, respectively, to voyage revenues over the remaining term of the charter.
 
Impairment of long-lived assets
 
We evaluate the carrying amounts and periods over which long-lived assets are depreciated to determine if events have occurred which would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, we review certain indicators of potential impairment, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions. We determine undiscounted projected net operating cash flows for each vessel and compare it to the vessel carrying value. In the event that impairment occurred, we would determine the fair value of the related asset and we record a charge to operations calculated by comparing the asset’s carrying value to the estimated fair market value. We estimate fair market value primarily through the use of third party valuations performed on an individual vessel basis.  To date, no impairment loss indicators have arisen.
 
Stock incentive plan awards
 
We include share-based compensation in “Other general and administrative expenses” in the consolidated statements of income. Share-based compensation represents vested and nonvested restricted shares granted to employees and to non-employee directors, for their services as directors, as well as to non-employees. These shares are measured at their fair value equal to the market value of the Company's common stock on the grant date. The shares that do not contain any future service vesting conditions are considered vested shares and a total fair value of such shares is expensed on the grant date. The shares that contain a time-based service vesting condition are considered nonvested shares on the grant date and a total fair value of such shares recognized on a straight-line basis over the requisite service period . In addition, nonvested awards granted to non-employees are measured at its then-current fair value as of the financial reporting dates until non-employees complete the service.
 
 

 
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Investments
 
We classify unrestricted publicly traded investments as trading securities and record them at fair value. For trading securities, the Company records unrealized gains or losses resulting from changes in fair value between measurement dates as a component of “Gain (loss) on trading securities”. Purchases of, or proceeds from, the sale of trading securities are classified as cash flows from operating activities. Upon adoption of Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), the classification of purchases of, or proceeds from, the sale of trading securities will be classified to cash flows from operating activities or cash flows from investing activities based upon the Company’s intent with respect to these securities.
 
Recent Accounting Pronouncements
 
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. SFAS No. 157 is effective for financial assets and liabilities in fiscal years beginning after November 15, 2007 and for non-financial assets and liabilities in fiscal years beginning after March 15, 2008. The Company does not expect the adoption of SFAS No. 157 to have a material impact on Company’s consolidated financial statements.
 
In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115” (SFAS No. 159”) which provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility in financial reporting that can occur when related assets and liabilities are recorded on different bases. SFAS No. 159 amends FASB Statement No. 95, “Statement of Cash Flows” (“SFAS No. 95”) and FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS No. 115”). SFAS No. 159 specifies that cash flows from trading securities, including securities for which an entity has elected the fair value option, should be classified in the statement of cash flows based on the nature of and purpose for which the securities were acquired. Before this amendment, SFAS No. 95 and SFAS No. 115 specified that cash flows from trading securities must be classified as cash flows from operating activities. This statement is effective for the Company beginning January 1, 2008. Upon adoption, the Company will be classifying proceeds from sales of trading securities within the statement of cash flows as an investing activity based on the intention for which any securities are acquired. The Company does not expect any of the other provisions of SFAS No. 159 to have a material impact on our consolidated financial statements.
 
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”).  SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired.  SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination.  SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008, and will be adopted by the Company in the first quarter of fiscal 2009.  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 141(R) on the Company's consolidated results of operations and financial condition.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51 (“SFAS No. 160”).”  SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated.  SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.  SFAS No. 160 is effective for fiscal years beginning after December 15, 2008, and will be adopted by the Company in the first quarter of fiscal 2009.  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 160 on the Company's consolidated results of operations and financial condition.

In March 2008 the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”).  The new standard is intended to improve financial reporting about derivative instruments and heding activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows.  It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 161 on the Company's consolidated results of operations, cash flows and financial condition.

 
42
 
 
B.
Liquidity and Capital Resources
 
Historically, our sources of funds have been equity provided by our shareholders, operating cash flows and long-term borrowings. Our principal use of funds has been capital expenditures to establish and expand our fleet, maintain the quality of our drybulk carriers, comply with international shipping standards and environmental laws and regulations, fund working capital requirements, make principal repayments on outstanding loan facilities, and pay dividends. We expect to rely upon funds raised from our follow-on common stock offering in November 2007, operating cash flows, long term borrowings, as well as future offerings to implement our growth plan and meet our liquidity needs going forward.  In our opinion our working capital is sufficient for our present requirements.
 
Cash Flows
 
As of December 31, 2007, we had a cash balance of $104.14 million, funds due from related companies of $5.29 million and $6.24 million cash in restricted retention accounts. Amounts due from related party represent net disbursements and collections made by our fleet manager, Eurobulk, on behalf of the ship-owning companies during the normal course of operations for which they have the right of offset. Amounts due from related parties mainly consist of advances to our fleet manager of funds to pay for all anticipated vessel expenses.  The amount of $5.29 million due from related parties as of December 31, 2007 therefore consists entirely of such deposits. Interest earned on funds deposited in related party accounts is credited to the account of the ship-owning companies or Euroseas. Working capital is current assets minus current liabilities, including the current portion of long term debt. We have a working capital surplus of $83.12 million including the current portion of long term debt which was $25.58 million as of December 31, 2007. All of the $20.28 million dividend declared was paid as of December 31, 2007. We consider our liquidity sufficient for our operations.  We expect to finance all our working capital requirements from cash generated from operations and proceeds from our November 2007 follow-on common stock offering.
 
Net cash from operating activities.
 
Our net cash from operating activities for 2007 was $48.96 million. This represents the net amount of cash, after expenses, generated by chartering our vessels. Eurobulk and another related party, on our behalf, collect our chartering revenues and pay our chartering expenses. Net income for the period was $40.66 million, which was reduced by a gain of $3.41 million from the sale of m/v Ariel and increased by $18.03 million of depreciation and amortization amongst other adjustments. In 2006, net cash flow from operating activities was $20.97 million based on a contribution of net income of $20.07 million reduced by a gain of $4.45 million from the sale of two vessels and increased by $7.37 million of depreciation and amortization amongst other adjustments.
 
Net cash from investing activities.
 
In 2007, we purchased seven vessels for a total cash outflow of $149.50 million, we received proceeds of $5.22 million from the sale of m/v Ariel , and, we had to put in retention accounts and increase restricted cash by $2.39 million to satisfy requirements of our new loan facilities for a total of funds used in investment activities of $146.67 million.  In 2006, we purchased three vessels for a total of $61.75 million, we received proceeds from the sale of m/v Pantelis P and m/v John P totaling $9.15 million, and, we had to put in retention accounts and increase restricted cash by $2.77 million to satisfy requirements of our new loan facilities for a total of funds used in investment activities of $55.37 million. It is our strategy to expand and renew our fleet by pursuing selective acquisitions.  At the same time, we sell vessels in order to renew our fleet or take advantage of opportune market conditions.
 
Net cash used in financing activities.
 
In 2007, net cash provided by financing activities amounted to $199.06 million. This is accounted by the $214.22 million raised in three follow-on common stock offerings (after underwriter discounts) and via outstanding warrants exercised. This amount was reduced by $20.28 million of dividends, $1.41 million of offering expenses and $0.11 million of loan arrangement fees paid and further increased by net borrowings of $6.64 million. In 2006, net cash provided by financing activities amounted to $16.74 million. This is mainly accounted by net proceeds from long term debt of $26.39 offset by $9.47 million of dividends and $0.15 million in loan arrangement fees paid.

 
43
 
 
Debt Financing
 
We operate in a capital intensive industry which requires significant amounts of investment, and we fund a major portion of this investment through long term debt. We maintain debt levels we consider prudent based on our market expectations, cash flow, interest coverage and percentage of debt to capital. During 2007, we drew down on two loans to partly finance the acquisition of two of the vessels we acquired totaling $25.00 million.
 
As of December 31, 2007, after considering the loan repayments and new loans discussed in the preceding paragraph, we had ten outstanding loans with a combined outstanding balance of $81.59 million. These loans have maturity dates between 2008 and 2015. Our long-term debt as of December 31, 2007 comprises bank loans granted to our vessel-owning subsidiaries.  A description of our loans as of December 31, 2007 is provided in Note 9 of our attached financial statements. In 2008, we plan to repay approximately $25.58 million of our long term debt.
 
Our loans have various covenants which include restrictions to changes in management and ownership of the vessels, additional indebtedness and mortgaging of vessels without lenders’ consent, the sale of vessels, as well as minimum requirements regarding the hull cover ratio and corporate liquidity.  We have no restrictions in the distribution of dividends or any other distribution of profits or assets from our shipowning subsidiaries to us if the loan covenants are satisfied.  If we are found to be in default of any covenants we might be required to provide supplemental collateral to the lenders, usually in the form of restricted cash.  Increases in restricted cash required to satisfy loan covenants, would reduce funds available for investment or working capital and could have a negative impact on our operations.  If we cannot correct any violated covenants, we might be required to repay all or part of our loans, which, in turn, might require us to sell one or more of our vessels under distressed conditions. We are not in default of any credit facility covenant as of December 31, 2007.
 
Capital Expenditures
 
We make capital expenditures from time to time in connection with our vessel acquisitions. Our two most recent vessel acquisitions consist of one containership, m/v Tiger Bridge , which was delivered to us in October 2007, and one drybulk carrier, m/v Ioanna P , which was delivered to us in November 2007.  We financed m/v Tiger Bridge with 100% equity.  We financed m/v Ioanna P with equity and a $10.00 million loan.  Of our seven acquisitions during 2007, four were financed with 100% equity, m/v OEL Transworld , m/v Despina P , m/v OEL Interity and m/v Tiger Bridge , while the remaining three were financed with equity and debt. In addition to m/v Ioanna P ,  we financed m/v Manolis P with $15.00 loan in addition to equity and we added m/v Gregos as an additional collateral (along with m/v YM Xingang I ) to a loan we had drawn in 2006.
 
Seven of our vessels in our operating fleet underwent scheduled drydocking or special survey in 2007, three vessels underwent special survey or drydocking in 2008 and two additional vessels are scheduled to undergo a special survey or drydocking in 2008. This process of recertification may require us to reposition these vessels from a discharge port to shipyard facilities, which will reduce our operating days during the period. The loss of earnings associated with the decrease in operating days, together with the capital needs for repairs and upgrades, is expected to result in increased cash flow needs. We expect to fund these expenditures with cash on hand.
 
Dividends
 
On March 8, 2008, the Company announced the declaration of its eleventh consecutive dividend since its Private Placement in August 2005.  This dividend of $0.31 per common share will be paid on or about June 18, 2008 to all shareholders of record as of June 6, 2008.  This follows the Company’s prior dividend declarations of $0.30 per common share, on February 7, 2008, $0.29 per common share on October 16, 2007, $0.25 per common share on July 17, 2007, $0.24 per common share on May 8, 2007, $0.22 per common share on January 8, 2007, $0.21 per common share on November 9, 2006, $0.18 per common share on August 7, 2006, $0.18 per common share on May 9, 2006, $0.18 per common share on February 7, 2006 and of $0.21 per share on November 2, 2005.  The aggregate amount of all such dividends paid was $41,522,174; an additional $9,128,334 is scheduled to be paid on or about June 18, 2008, and, an additional $130,500 will be paid if and when unvested restricted incentive stock awards vest.
 
C.
Research and development, patents and licenses, etc.
 
Not applicable.

 
44
 
D.
Tren d Information
 
Our results of operations depend primarily on the charter hire rates that we are able to realize. Charter hire rates paid for drybulk, containership and multipurpose carriers are primarily a function of the underlying balance between vessel supply and demand.
 
The demand for drybulk carrier, containership and multipurpose vessel capacity is determined by the underlying demand for commodities transported in these vessels, which in turn is influenced by trends in the global economy. One of the main reasons for the resurgence in drybulk and containerized trade has been the growth in imports by China of iron ore, coal and steel products during the last five years and exports of finished goods. Demand for drybulk carrier and containership capacity is also affected by the operating efficiency of the global fleet, with port congestion, which has been a feature of the market in 2004, the first half of 2005 and again in late 2006 and 2007, absorbing additional tonnage especially in the drybulk market.
 
The supply of drybulk carriers, containerships and multipurpose vessels is dependent on the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or loss.  As of April 1, 2008, the global drybulk carrier orderbook amounted to approximately 236.1 million dwt, or about 59.5% of the existing fleet, with more than half of the vessels on the orderbook expected to be delivered within 30 months.  Containership orderbook (including multipurpose vessels) amounted to approximately 6.8 million teu, or about 55.5% of the existing fleet with most vessels, again, expected to be delivered within 30 months.  The level of scrapping activity is generally a function of scrapping prices in relation to current and prospective charter market conditions, as well as operating, repair and survey costs. The average age at which a vessel is scrapped over the last ten years has been between 26 and 27 years, with smaller vessels scrapped at later age. However, due to recent strength in the drybulk and container shipping industry, the average age at which the vessels are scrapped has increased; during 2004, 2005, 2006 and 2007,  the majority of the handysize and handymax bulkers and feedership, handysize and intermediate size containerships that were scrapped were in excess of 30 years of age.  Panamax drybulk carriers were scrapped at an average age of 29 years over 2004, 2005, 2006 and 2007.
 
E.
Off-balance Sheet Arrangements
 
As of December 31, 2007 we did not have any off-balance sheet arrangements.
 
F.
Tabular Disclosure of Contractual Obligations
 
 
Contractual Obligations and Commitments

Contractual obligations are set forth in the following table as of December 31, 2007:

In U.S. dollars
 
Total
   
Less Than One Year
    One to Three Years     Three to Five Years    
More Than
Five Years
 
Bank debt
  $ 81,590,000     $ 25,575,000     $ 26,900,000     $ 11,960,000     $ 17,155,000  
Interest Payment (1)
  $ 12,575,594     $ 3,920,299     $ 4,956,358     $ 2,464,925     $ 1,234,013  
Vessel Management fees (2)
  $ 29,224,447     $ 5,449,815     $ 11,478,537     $ 12,096,295       —  
Other Management fees (3)
  $ 5,898,712     $ 1,100,000     $ 2,316,848     $ 2,481,865       —  

 
(1)       Assuming the amortization of the loan described above and an estimated average effective interest rate of about 5.45%, 5.42%, 5.37% and 5.31% for the four periods, respectively, based on an underlying assumption for LIBOR of 4.50%.
 
(2)       Refers to our obligation for management fees of 630 Euros per day per vessel (approximately $995) for the fifteen vessels owned by Euroseas at December 31, 2007 under our five-year management contract under our Master Management Agreement, which expires on December 31, 2012.  For years two to five we have assumed no changes in the number of vessels, an inflation rate of 3.5% per year and no changes in this US Dollar to Euro exchange rate (assumed approximately at 1.58 USD/Euro).
 
(3)       Refers to our obligation for management fees of $1,100,000 per year under our Master Management Agreement with Eurobulk for the cost of providing management services to Euroseas as a public company. This fee is adjusted for inflation in Greece during the previous calendar year every January 1 st . From January 1 st , 2009 on, we have assumed an inflation rate of 3.5% per year.

 
45
 

G.        Safe Harbor
 
See section “Forward-Looking Statements” at the beginning of this annual report.
 
Directors, Senior Management and Employees
 
A.
Directors and Senior Management
 
 
The following sets forth the name and position of each of our directors and executive officers.
 
Name
Age
Position
 
Aristides J. Pittas
Dr. Anastasios Aslidis
Aristides P. Pittas
Stephania Karmiri
Panagiotis Kyriakopoulos
George Skarvelis
George Taniskidis
Gerald Turner
 
 
49
48
56
40
47
47
47
60
 
Chairman, President and CEO; Class A Director
CFO and Treasurer; Class A Director
Vice Chairman; Class A Director
Secretary
Class B Director
Class B Director
Class C Director
Class C Director
 
Aristides J. Pittas has been a member of our Board of Directors and our Chairman and Chief Executive Officer since our inception on May 5, 2005. Since 1997, Mr. Pittas has also been the President of Eurochart S.A., our affiliate. Eurochart is a shipbroking company specializing in chartering and selling and purchasing ships. Since 1997, Mr. Pittas has also been the President of Eurotrade, a ship operating company and our affiliate. Since January 1995, Mr. Pittas has been the President and Managing Director of Eurobulk, our affiliate. He resigned as Managing Director of Eurobulk in June 2005. Eurobulk is a ship management company that provides ocean transportation services. From September 1991 to December 1994, Mr. Pittas was the Vice President of Oceanbulk Maritime SA, a ship management company. From March 1990 to August 1991, Mr. Pittas served both as the Assistant to the General Manager and the Head of the Planning Department of Varnima International SA, a shipping company operating tanker vessels. From June 1987 until February 1990, Mr. Pittas was the head of the Central Planning department of Eleusis Shipyards S.A. From January 1987 to June 1987, Mr. Pittas served as Assistant to the General Manager of Chios Navigation Shipping Company in London, a company that provides ship management services. From December 1985 to January 1987, Mr. Pittas worked in the design department of Eleusis Shipyards S.A. where he focused on shipbuilding and ship repair. Mr. Pittas has a B.Sc. in Marine Engineering from University of Newcastle - Upon-Tyne and a MSc in both Ocean Systems Management and Naval Architecture and Marine Engineering from the Massachusetts Institute of Technology.
 
Dr. Anastasios Aslidis has been our Chief Financial Officer and Treasurer and member of our Board of Directors since September 2005. Prior to joining Euroseas, Dr. Aslidis was a partner at Marsoft, an international consulting firm focusing on investment and risk management in the maritime industry. Dr. Aslidis has more than 19 years of experience in the maritime industry. Between 2003 and 2005, he worked on financial risk management methods for shipowners and banks lending to the maritime industry, especially as pertaining to compliance to the Basel II Capital Accords. He also served as consultant to the Boards of Directors of shipping companies (public and private) advising in strategy development, asset selection and investment timing. Between 1993 and 2003, as part of his tenure at Marsoft, he worked on various projects including development of portfolio and risk management methods for shipowners, establishment of investments funds and structuring private equity in the maritime industry and business development for Marsoft’s services. Between 1989 and 1993, Dr. Aslidis worked on economic modeling of the offshore drilling industry and on the development of a trading support system for the drybulk shipping industry on behalf of a major European shipowner. Dr. Aslidis holds a diploma in Naval Architecture and Marine Engineering from the National Technical University of Athens (1983), M.S. in Ocean Systems Management (1984) and Operations Research (1987) from the Massachusetts Institute of Technology, and a Ph.D. in Ocean Systems Management (1989) also from Massachusetts Institute of Technology.

 
46
 

 
Aristides P. Pittas has been a member of our Board of Directors since our inception on May 5, 2005 and our Vice Chairman since September 1, 2005. Mr. Pittas has been a shareholder in over 70 oceangoing vessels during the last 20 years. Since February 1989, Mr. Pittas has been the Vice President of Oceanbulk Maritime SA, a ship management company. From November 1987 to February 1989, Mr. Pittas was employed in the supply department of Drytank SA, a shipping company. From November 1981 to June 1985, Mr. Pittas was employed at Trust Marine Enterprises, a brokerage house as a sale and purchase broker. From September 1979 to November 1981, Mr. Pittas worked at Gourdomichalis Maritime SA in the operation and Freight Collection department. Mr. Pittas has a B.Sc in Economics from Athens School of Economics.
 
Stephania Karmiri has been our Secretary since our inception on May 5, 2005. Since July 1995, Mrs. Karmiri has been executive secretary to Eurobulk, our affiliate. Eurobulk is a ship management company that provides ocean transportation services. At Eurobulk, Mrs. Karmiri has been responsible for dealing with sale and purchase transactions, vessel registrations/deletions, bank loans, supervision of office administration and office/vessel telecommunication. From May 1992 to June 1995, she was secretary to the technical department of Oceanbulk Maritime SA, a ship management company. From 1988 to 1992, Mrs. Karmiri served as assistant to brokers for Allied Shipbrokers, a company that provides shipbroking services to sale and purchase transactions. Mrs. Karmiri has taken assistant accountant and secretarial courses from Didacta college.
 
Panagiotis Kyriakopoulos has been a member of our Board of Directors since our inception on May 5, 2005. Since July 2002, he has been the Chief Executive Officer of New Television S.A., one of the leading Mass Media Companies in Greece, running television and radio stations. From July 1997 to July 2002 he was the C.E.O. of the Hellenic Post Group, the Universal Postal Service Provider, having the largest retail network in Greece for postal and financial services products. From March 1996 until July 1997, Mr. Kyriakopoulos was the General Manager of ATEMKE SA, one of the leading construction companies in Greece listed on the Athens Stock Exchange. From December 1986 to March 1996, he was the Managing Director of Globe Group of Companies, a group active in the areas of shipowning and management, textiles and food and distribution. The company was listed on the Athens Stock Exchange. From June 1983 to December 1986, Mr. Kyriakopoulos was an assistant to the Managing Director of Armada Marine S.A., a company active in international trading and shipping, owning and managing a fleet of 12 vessels. Presently he is a member of the Board of Directors of the Hellenic Post and General Secretary of the Hellenic Private Television Owners Union. He has also been an investor in the shipping industry for more than  20 years. Mr. Kyriakopoulos has a B.Sc. degree in Marine Engineering from the University of Newcastle upon Tyne and a MSc. degree in Naval Architecture and Marine Engineering with specialization in Management from the Massachusetts Institute of Technology.
 
George Skarvelis has been a member of our Board of Directors since our inception on May 5, 2005. He has been active in shipping since 1982. In 1992, he founded Marine Spirit S.A., a ship management company. Between 1999 and 2003, Marine Spirit acted as one of the crewing managers for Eurobulk. From 1986 until 1992, Mr. Skarvelis was operations director at Markos S. Shipping Ltd. From 1982 until 1986, he worked with Glysca Compania Naviera, a management company of five vessels. Over the years Mr. Skarvelis has been a shareholder in numerous shipping companies. He has a B.Sc. in economics from the Athens University Law School.
 
George Taniskidis has been a member of our Board of Directors since our inception on May 5, 2005. He is the Chairman and Managing Director of Millennium Bank and a member of the Board of Directors of BankEuropa (subsidiary bank of Millennium Bank in Turkey). He is a member of the Executive Committee of the Hellenic Banks Association. From 2003 until 2005, he was a member of the Board of Directors of Visa International Europe, elected by the Visa issuing banks of Cyprus, Malta, Portugal, Israel and Greece. From 1990 to 1998, Mr. Taniskidis worked at XIOSBANK (until its acquisition by Piraeus Bank in 1998) in various positions, with responsibility for the bank’s credit strategy and network. Mr. Taniskidis studied Law in the National University of Athens and in the University of Pennsylvania Law School, where he received a LL.M. After law school, he joined the law firm of Rogers & Wells in New York, where he worked until 1989 and was also a member of the New York State Bar Association. He is also a member of the Young Presidents Organization.
 
Gerald Turner has been a member of our Board of Directors since our inception on May 5, 2005. Since 1999, he has been the Chairman and Managing Director of AON Turner Reinsurance Services. From 1987 to 1999, he was the Chairman and sole owner of Turner Reinsurance services. From 1977 to 1987, he was the Managing Director of E.W. Payne Hellas (member of the Sedgwik group).

 
47
 

Family Relationships
 
Aristides P. Pittas is the cousin of Aristides J. Pittas, our CEO.
 
B.
Compensation
 
Executive Compensation
 
We have no direct employees. The services of our Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer, Internal Auditor and Secretary are provided by Eurobulk. In July 2005 we entered into a written services agreement with Eurobulk where we pay $500,000 per year, before bonuses, adjusted annually for Greek inflation to account for the increased management cost associated with us being a public company. As of October 1, 2006, these services are now provided to us under our master management agreement with Eurobulk. Under this master management agreement, as amended in July 2007 and February 2008, that includes the provision of the services of our executives, Mr. Aristides J. Pittas, Dr. Anastasios Aslidis, Mr. Symeon Pariaros and Mrs. Stephania Karmiri, and, our internal auditor, we pay Eurobulk $1,100,000 per year starting January 1, 2008, before bonuses, for the provision of these services, adjusted annually every January 1 st for Greek inflation. In 2005, 2006 and 2007 we paid $250,000, $508,750 and $608,750, respectively.
 
Director Compensation
 
Our directors who are also our employees or have executive positions or beneficially own greater than 10% of the outstanding common stock will receive no compensation for serving on our Board or its committees.
 
Directors who are not our employees, do not have any executive position and do not beneficially own greater than 10% of the outstanding common stock will receive the following compensation: an annual retainer of $10,000, plus $2,500 for attending the quarterly meeting of the Board of Directors, plus an additional retainer of $5,000, if serving as Chairman of the Audit Committee.
 
All directors are reimbursed reasonable out-of-pocket expenses incurred in attending meetings of our Board of Directors or any committee of our Board of Directors.
 
Equity Incentive Plan
 
In August 2006, we adopted an equity incentive plan which entitles our Board of Directors to grant to our directors, officers and key employees awards in the form of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) dividend equivalent rights, (v) restricted stock, (vi) unrestricted stock, (vii) restricted stock units and (viii) performance shares. The aggregate number of shares of common stock with respect to which options or restricted shares may at any time be granted under the plan are 600,000 shares of Common Stock. The plan is administered by our Board of Directors. The plan does not have any set term. However, the Board of Directors may not grant any incentive stock options after the tenth anniversary of the adoption of the Plan.  This plan was terminated and replaced by a substantially similar plan in October 2007 that entitles our Board of Directors to grant awards under the plan to directors, officers and key employees of the Company and its affiliates.
 
On December 18, 2007, the Board of Directors awarded 135,000 shares of restricted stock to the directors, officers and key employees of our manager, Eurobulk Ltd., 50% of which vested on December 20, 2007 and the remainder will vest on December 15, 2008.  On February 7, 2008, the Board of Directors awarded 150,000 shares of restricted stock to the directors, officers and key employees of our manager, Eurobulk Ltd., 50% of which will vest of August 7, 2008 and the remainder on August 7, 2009. Vesting of the awards is conditioned on continuous employment throughout the period to the vesting date.
 
C.
Board Practices
 
The term of our Class A directors expires in 2008. The term of our Class B directors expires in 2009 and the term of our Class C directors expires in 2010.
 

 
48
 
Audit Committee
 
We currently have an audit committee comprised of three independent members of our Board of Directors. The Audit Committee is responsible for reviewing the Company’s accounting controls and the appointment of the Company’s outside auditors. The members of the Audit Committee are Mr. Panos Kyriakopoulos (Chairman and audit committee “financial expert” as such term is defined under SEC regulations), Mr. Gerald Turner and Mr. George Taniskidis. Our Board of Directors does not have separate compensation or nominations committees, and instead, the entire Board of Directors performs those responsibilities.
 
Code of Ethics
 
We have adopted a code of ethics that complies with the applicable guidelines issued by the SEC. Our code of ethics is posted on our website: http://www.euroseas.gr under “Corporate Governance.”
 
Corporate Governance
 
Our Company’s corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands. Therefore, we are exempt from many of NASDAQ’s corporate governance practices other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification of material non-compliance with NASDAQ corporate governance practices, and the establishment and composition of an audit committee and a formal written audit committee charter. The practices followed by us in lieu of NASDAQ’s corporate governance rules are described below.
 

 
·
We are not required under Marshall Islands law to maintain a board of directors with a majority of independent directors, and we cannot guarantee that we will always in the future maintain a board of directors with a majority of independent directors.
 
 
·
In lieu of a compensation committee comprised of independent directors, our Board of Directors will be responsible for establishing the executive officers’ compensation and benefits. Under Marshall Islands law, compensation of the executive officers is not required to be determined by an independent committee.
 
 
·
In lieu of a nomination committee comprised of independent directors, our Board of Directors will be responsible for identifying and recommending potential candidates to become board members and recommending directors for appointment to board committees. Shareholders may also identify and recommend potential candidates to become candidates to become board members in writing. No formal written charter has been prepared or adopted because this process is outlined in our bylaws.
 
 
·
In lieu of obtaining an independent review of related party transactions for conflicts of interests, consistent with Marshall Islands law requirements, a related party transaction will be permitted if: (i) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board of Directors in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, or, if the votes of the disinterested directors are insufficient to constitute an act of the Board of Directors as defined in Section 55 of the Marshall Islands Business Corporations Act, by unanimous vote of the disinterested directors; or (ii) the material facts as to his relationship or interest are disclosed and the shareholders are entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a simple majority vote of the shareholders; or (iii) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
 
 
·
As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to NASDAQ pursuant to NASDAQ corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our bylaws provide that shareholders must give us advance notice to properly introduce any business at a meeting of the shareholders. Our bylaws also provide that shareholders may designate in writing a proxy to act on their behalf.
 

 
49
 

 
·
In lieu of holding regular meetings at which only independent directors are present, our entire board of directors, a majority of whom are independent, will hold regular meetings as is consistent with the laws of the Republic of the Marshall Islands.
 
 
·
The Board of Directors adopted a new equity incentive plan which replaced the existing equity incentive plan. Shareholder approval was not necessary to terminate the original equity incentive plan or to establish a new equity incentive plan since Marshall Islands law permits the Board of Directors to take these actions. The Company has filed the appropriate documentation with the Nasdaq Global Market reflecting this event.
 
 
Other than as noted above, we are in full compliance with all other applicable NASDAQ corporate governance standards.
 
D.
Employees
 
We have no salaried employees, although we reimburse our fleet manager, Eurobulk, for the salaries of our CEO, CFO, CAO, internal auditor and Secretary.  Eurobulk also ensures that all seamen have the qualifications and licenses required to comply with international regulations and shipping conventions, and that all our vessels employ experienced and competent personnel.  As of December 31, 2007, approximately 135 officers and 225 crew members served on board the vessels in our fleet.
 
E.
Share Ownership
 
The following table sets forth certain information the ownership of our common stock by each of our directors and executive officers, and all of our directors and executive officers as a group as of April 30, 2008.

 
Name of Beneficial Owner(1)
 
Number of Shares
of Voting Stock
Beneficially
Owned
   
Percent of
Voting Stock
 
             
Friends Investment Company Inc.(2)  
    9,418,056       31.1 %
Aristides J. Pittas(3)  
    70,000       *  
George Skarvelis(4)  
    10,000       *  
George Taniskidis(5)  
    10,000       *  
Gerald Turner(6)  
    10,000       *  
Panagiotis Kyriakopoulos(7)  
    10,000       *  
Aristides P. Pittas(8)  
    20,000       *  
Anastasios Aslidis(9)
    45,000       *  
Stephania Karmiri(10)  
    —       *  
All directors and officers and 5% owners as a group
    9,593,056       31.3 %
——————
 
*
Indicates less than 1.0%.
 
(1)
Beneficial ownership is determined in accordance with the Rule 13d-3(a) of the Securities Exchange Act of 1934, as amended, and generally includes voting or investment power with respect to securities. Except as subject to community property laws, where applicable, the person named above has sole voting and investment power with respect to all shares of common stock shown as beneficially owned by him/her.
 
(2)
Includes 9,418,056 shares of common stock held of record by Friends. A majority of the shareholders of Friends are members of the Pittas family. Investment power and voting control by Friends resides in its Board of Directors which consists of five directors, a majority of whom are members of the Pittas family. Actions by Friends may be taken by a majority of the members on its Board of Directors.
 
(3)
Does not include 1,130,167 shares of common stock held of record by Friends, by virtue of Mr. Pittas’ ownership interest in Friends. Also does not include 50,000 shares of common stock held of record by Eurobulk Marine Holdings, Inc. (“Eurobulk Marine”), by virtue of Mr. Pittas’ ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mr. Pittas disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 20,000 shares vesting on August 11, 2008, 15,000 shares vesting on December 15, 2008 and 20,000 shares vesting on August 11, 2009.

 
50
 
 
(4)
Does not include 499,156 shares of common stock held of record by Friends, by virtue of Mr. Skarvelis’ ownership interest in Friends. Also does not include 22,084 shares of common stock held of record by Eurobulk Marine, by virtue of Mr. Skarvelis’ ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mr. Skarvelis disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 2,500 shares vesting on August 11, 2008, 2,500 shares vesting on December 15, 2008 and 2,500 shares vesting on August 11, 2009.
 
(5)
Does not include 9,418 shares of common stock held of record by Friends, by virtue of Mr. Taniskidis’ ownership in Friends. Also does not include 416 shares of common stock held of record by Eurobulk Marine, by virtue of Mr. Taniskidis’ ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mr. Taniskidis disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 2,500 shares vesting on August 11, 2008, 2,500 shares vesting on December 15, 2008 and 2,500 shares vesting on August 11, 2009.
 
(6)
Does not include 133,737 shares of common stock held of record by Friends, by virtue of Mr. Turner’s ownership interest in Friends. Also does not include 5,916 shares of common stock held of record by Eurobulk Marine, by virtue of Mr. Turner’s ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mr. Turner disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 2,500 shares vesting on August 11, 2008, 2,500 shares vesting on December 15, 2008 and 2,500 shares vesting on August 11, 2009.
 
(7)
Does not include 56,508 shares of common stock held of record by Friends, by virtue of Mr. Kyriakopoulos’ ownership in Friends. Also does not include 2,500 shares of common stock held of record by Eurobulk Marine, by virtue of Mr. Kyriakopoulos’ ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mr. Kyriakopoulos disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 2,500 shares vesting on August 11, 2008, 2,500 shares vesting on December 15, 2008 and 2,500 shares vesting on August 11, 2009.
 
(8)
Does not include 772,281 shares of common stock held of record by Friends, by virtue of Mr. Pittas’ ownership interest in Friends. Also does not include 34,166 shares of common stock held of record by Eurobulk Marine, by virtue of Mr. Pittas’ ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mr. Pittas disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 5,000 shares vesting on August 11, 2008, 5,000 shares vesting on December 15, 2008 and 5,000 shares vesting on August 11, 2009.
 
(9)
Includes 12,500 shares vesting on August 11, 2008, 10,000 shares vesting on December 15, 2008 and 12,500 shares vesting on August 11, 2009.
 
(10)
Does not include 1,884 shares of common stock held of records by Friends, by virtue of Mrs. Karmiri’s ownership in Friends. Also does not include 83 shares of common stock held of record by Eurobulk Marine, by virtue of Mrs. Karmiri’s ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mrs. Karmiri disclaims beneficial ownership except to the extent of her pecuniary interest.
 
All of the shares of our common stock have the same voting rights and are entitled to one vote per share.
 
Equity Incentive Plan
 
See section 6(B) of this annual report, “Directors, Senior Management and Employees—Compensation.”
 
Options
 
No options were granted during the fiscal year ended December 31, 2007. There are currently no options outstanding to acquire any of our shares.
 
Warrants
 
In connection with our Private Placement in August 2005, we issued warrants to purchase 585,589 shares of our common stock. The warrants have a five year term and an exercise price of $10.80 per share.

 
51
 

 
During 2007, 248,463 of the above warrants were exercised; an additional 166,667 warrants were exercised in February 2008. As of April 30, 2008, there are 170,459 warrants outstanding. We do not currently have any other outstanding warrants.
 
Major Shareholders and Related Party Transactions
 
A.
Major Stockholders
 
The following table sets forth certain information regarding the beneficial ownership of our voting stock as of April 30, 2008 by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of our voting stock, each of our directors and executive officers, and all of our directors and executive officers as a group. All of our shareholders, including the shareholders listed in this table, are entitled to one vote for each share of stock held.
 
Name of Beneficial Owner(1)
 
Number of Shares
of Voting Stock
Beneficially
Owned
   
Percent of
Voting Stock
 
             
Friends Investment Company Inc.(2)  
    9,418,056       31.1 %
Aristides J. Pittas(3)  
    70,000       *  
George Skarvelis(4)  
    10,000       *  
George Taniskidis(5)  
    10,000       *  
Gerald Turner(6)  
    10,000       *  
Panagiotis Kyriakopoulos(7)  
    10,000       *  
Aristides P. Pittas(8)  
    20,000       *  
Anastasios Aslidis(9)
    45,000       *  
Stephania Karmiri(10)  
    —       *  
All directors and officers and 5% owners as a group
    9,593,056       31.3 %
——————
 
*
Indicates less than 1.0%.
 
(1)
Beneficial ownership is determined in accordance with the Rule 13d-3(a) of the Securities Exchange Act of 1934, as amended, and generally includes voting or investment power with respect to securities. Except as subject to community property laws, where applicable, the person named above has sole voting and investment power with respect to all shares of common stock shown as beneficially owned by him/her.
 
(2)
Includes 9,418,056 shares of common stock held of record by Friends. A majority of the shareholders of Friends are members of the Pittas family. Investment power and voting control by Friends resides in its Board of Directors which consists of five directors, a majority of whom are members of the Pittas family. Actions by Friends may be taken by a majority of the members on its Board of Directors.
 
(3)
Does not include 1,130,167 shares of common stock held of record by Friends, by virtue of Mr. Pittas’ ownership interest in Friends. Also does not include 50,000 shares of common stock held of record by Eurobulk Marine Holdings, Inc. (“Eurobulk Marine”), by virtue of Mr. Pittas’ ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mr. Pittas disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 20,000 shares vesting on August 11, 2008, 15,000 shares vesting on December 15, 2008 and 20,000 shares vesting on August 11, 2009.
 
(4)
Does not include 499,156 shares of common stock held of record by Friends, by virtue of Mr. Skarvelis’ ownership interest in Friends. Also does not include 22,084 shares of common stock held of record by Eurobulk Marine, by virtue of Mr. Skarvelis’ ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mr. Skarvelis disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 2,500 shares vesting on August 11, 2008, 2,500 shares vesting on December 15, 2008 and 2,500 shares vesting on August 11, 2009.
 
(5)
Does not include 9,418 shares of common stock held of record by Friends, by virtue of Mr. Taniskidis’ ownership in Friends. Also does not include 416 shares of common stock held of record by Eurobulk Marine, by virtue of Mr. Taniskidis’ ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mr. Taniskidis disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 2,500 shares vesting on August 11, 2008, 2,500 shares vesting on December 15, 2008 and 2,500 shares vesting on August 11, 2009.

 
52
 

 
 
 
 
(6)
Does not include 133,737 shares of common stock held of record by Friends, by virtue of Mr. Turner’s ownership interest in Friends. Also does not include 5,916 shares of common stock held of record by Eurobulk Marine, by virtue of Mr. Turner’s ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mr. Turner disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 2,500 shares vesting on August 11, 2008, 2,500 shares vesting on December 15, 2008 and 2,500 shares vesting on August 11, 2009.
 
(7)
Does not include 56,508 shares of common stock held of record by Friends, by virtue of Mr. Kyriakopoulos’ ownership in Friends. Also does not include 2,500 shares of common stock held of record by Eurobulk Marine, by virtue of Mr. Kyriakopoulos’ ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mr. Kyriakopoulos disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 2,500 shares vesting on August 11, 2008, 2,500 shares vesting on December 15, 2008 and 2,500 shares vesting on August 11, 2009.
 
(8)
Does not include 772,281 shares of common stock held of record by Friends, by virtue of Mr. Pittas’ ownership interest in Friends. Also does not include 34,166 shares of common stock held of record by Eurobulk Marine, by virtue of Mr. Pittas’ ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mr. Pittas disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 5,000 shares vesting on August 11, 2008, 5,000 shares vesting on December 15, 2008 and 5,000 shares vesting on August 11, 2009.
 
(9)
Includes 12,500 shares vesting on August 11, 2008, 10,000 shares vesting on December 15, 2008 and 12,500 shares vesting on August 11, 2009.
 
(10)
Does not include 1,884 shares of common stock held of records by Friends, by virtue of Mrs. Karmiri’s ownership in Friends. Also does not include 83 shares of common stock held of record by Eurobulk Marine, by virtue of Mrs. Karmiri’s ownership interest in Eurobulk Marine. Eurobulk Marine was an investor in our Private Placement in August 2005. Friends and Eurobulk Marine are each controlled by members of the Pittas family. Mrs. Karmiri disclaims beneficial ownership except to the extent of her pecuniary interest.

Related Party Transactions
 
The operations of our vessels are managed by Eurobulk, an affiliated ship management company, under a master management agreement with us and separate management agreements with each shipowning company. Under this agreement, Eurobulk is responsible for all aspects of management and compliance for the Company, including the provision of the services of our Chief Executive Officer, Chief Financial Officer and Secretary. Eurobulk is also responsible for all commercial management services, which include obtaining employment for our vessels and managing our relationships with charterers. Eurobulk also performs technical management services, which include managing day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, supervising the maintenance and general efficiency of vessels, arranging our hire of qualified officers and crew, arranging and supervising dry docking and repairs, arranging insurance for vessels, purchasing stores, supplies, spares and new equipment for vessels, appointing supervisors and technical consultants and providing technical support and shoreside personnel who carry out the management functions described above and certain accounting services. Eurobulk also currently manages one other vessel not owned by us.
 
Our master management agreement with Eurobulk is effective as of January 1, 2008 and has an initial term of 5 years until December 31, 2012. The master management agreement cannot be terminated by Eurobulk without cause or under the other limited circumstances, such as sale of the Company or Eurobulk or the bankruptcy of either party. This master management agreement will automatically be extended after the initial period for an additional five year period unless terminated on or before the 90th day preceding the initial termination date. Pursuant to the master management agreement, each new vessel we acquire in the future will enter into a separate management agreement with Eurobulk. In addition, upon expiration of the current ship management agreements between Eurobulk and each vessel-owing subsidiary, such subsidiaries will enter into new ship management agreements with Eurobulk that terminate contemporaneously with the master management agreement. Under the master management agreement we pay Eurobulk a fixed cost of $1,100,000 annually, adjusted for Greek inflation every January 1 st , and a per ship per day cost of €630 as of April 30, 2008 (or $995.40 based on $1.58/euro exchange rate) adjusted annually for inflation (every January 1 st ). Eurobulk has received fees for management and executive compensation expenses of $1,722,800, $1,972,252, $2,161,856, $2,775,339  and $4,277,887 for years ended December 31, 2003, 2004, 2005, 2006 and 2007, respectively.

 
53
 
 
We receive chartering and sale and purchase services from Eurochart, an affiliate, and pay a commission of 1.25% on charter revenue and 1% on vessel purchase or sale price. We will pay additional commissions to major charterers and their brokers as well that usually range from 3.75% to 5.00%. Eurochart has received chartering and vessel sale commissions of $286,605, $604,717, $536,180, $588,149 and $1,177,916 for years ended December 31, 2003, 2004, 2005, 2006 and 2007, respectively.  Eurochart also received 1% commission for vessel acquisitions from the sellers of the vessels that we acquired.
 
More Maritime Agencies Inc. are crewing agents and Sentinel Marine Services Inc. are insurance brokering companies and affiliates to whom we will pay a fee of $50 per crew member per month and a commission on premium not exceeding 5%, respectively.
 
Aristides J. Pittas, Euroseas’ President, Chief Executive Officer and Chairman, has provided personal guarantees for some of Euroseas’ debts. Eurobulk has provided corporate guarantees for all debts. Additionally, Aristides J. Pittas is currently the Chairman of each of Eurochart and Eurobulk, both of which are our affiliates.
 
We have entered into a registration rights agreement with Friends, our largest shareholder, pursuant to which we granted Friends the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act shares of our common stock held by Friends. Under the registration rights agreement, Friends has the right to request us to register the sale of shares held by it on its behalf and may require us to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, Friends has the ability to exercise certain piggyback registration rights in connection with registered offerings initiated by us.

Eurobulk, Friends Investment Company Inc. and Aristides J. Pittas, our Chairman and Chief Executive Officer, have granted us a right of first refusal to acquire any drybulk vessel or containership which any of them may consider for acquisition in the future. In addition, Mr. Pittas has granted us a right of first refusal to accept any chartering out opportunity for a drybulk vessel or containership which may be suitable for any of our vessels, provided that we have a suitable vessel, properly situated and available, to take advantage of the chartering out opportunity. Mr. Pittas use his best efforts to cause that any entity with respect to which he directly or indirectly controls to grant us this right of first refusal.

C.
Interests of Experts and Counsel
 
Not Applicable.
 
Item 8.
Financial information
 
A.
Consolidated Statements and Other Financial Information
 
See Item 18.
 
Legal Proceedings
 
To our knowledge, there are no material legal proceedings to which we are a party or to which any of our properties are subject, other than routine litigation incidental to our business. In our opinion, the disposition of these lawsuits should not have a material impact on our consolidated results of operations, financial position and cash flows.
 

 
54
 
Dividend Policy
 
Our policy is to declare regular quarterly dividends to shareholders from our net profits each February, May, August and November in amounts the Board of Directors may from time to time determine are appropriate. Our intention is to pay a minimum quarterly dividend of $0.30 per common share for 2008. The exact timing and amount of dividend payments will be determined by our Board of Directors and will be dependent upon our earnings, financial condition, cash requirement and availability, restrictions in its loan agreements, growth strategy, the provisions of Marshall Islands law affecting the payment of distributions to shareholders and other factors, such as the acquisition of additional vessels. However, we do not believe that the acquisition of vessels to our fleet will impact our dividend policy of paying quarterly dividends to our shareholders out of our net profits. We believe that the addition of vessels to our fleet in the future should enable us to pay a higher dividend per share than we would otherwise be able to pay without additional vessels since such additional vessels should increase our earnings. However, we cannot give any current estimate of what dividends may be in the future since any such dividend amounts will depend upon the amount of revenues those vessels are able to generate and the costs incurred in operating such vessels.
 
The payment of dividends is not guaranteed or assured, and may be discontinued at any time at the discretion of our Board of Directors. Because we are a holding company with no material assets other than the stock of its subsidiaries, our ability to pay dividends will depend on the earnings and cash flow of its subsidiaries and their ability to pay dividends to us. If there is a substantial decline in the drybulk, containership or multipurpose charter market, our earnings would be negatively affected, thus limiting its ability to pay dividends. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividends. Dividends may be declared in conformity with applicable law by, and at the discretion of, our Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, stock or other property of Euroseas.
 
Euroseas paid $1,200,000, $26,962,500, $46,875,223 (consisting of $30,175,223 of dividends and $16,700,000 as return of capital), $9,465,082 and $20,278,538 in 2003, 2004, 2005, 2006 and 2007, respectively. While Euroseas has paid dividends on an annual basis during the time it has been a private company, it has paid dividends on a quarterly basis since it has become a public company. Since our Private Placement in August 2005, we declared and paid dividends of $2,650,223 for the third quarter of 2005, $2,271,620 for each of the fourth quarter of 2005, first quarter of 2006 and second quarter of 2006, $2,650,223 for the third quarter of 2006, $2,776,433 for the fourth quarter of 2006, $4,409,321 for the first quarter of 2007, $6,052,064 for the second quarter of 2007, $7,040,717 for the third quarter of 2007 and $9, 128,334 for the fourth quarter of 2007 (an additional $65,250 dividend for the fourth quarter of 2007 will be paid if and when unvested incentive stock awards vest).. The most recent dividend was declared and paid in 2008.  A dividend declared for the first quarter of 2008 is scheduled to be paid in June 2008 (see Item 8.B(d) below).
 


B.
Significant Changes
 
After December 31, 2007, the following significant events occurred:
 
a)      On February 7, 2008, the Board of Directors declared a cash dividend of $0.30 per Euroseas Ltd. common share.  Such cash dividend was paid on or about March 14, 2008 to the holders of record of Euroseas Ltd. common shares as of March 4, 2008.
 
b)      On February 7, 2008, the Board of Directors granted a stock incentive award of 150,000 shares to directors, officers and key persons, 50% of which will vest on August 7, 2008 and the remaining 50% on August 7, 2009.
 
c)      On February 7, 2008, the Board of Directors approved the Amended Master Management Agreement with Eurobulk Ltd. under which the annual part of the management fee to Eurobulk Ltd. is increased to $1.1 million as of January 1, 2008 while the daily management fee per vessel will remain at Euro 630 for 2008 as Eurobulk Ltd. agreed to forgo the scheduled - as of February 1, 2008 - inflation increase. Both components of the management fee are scheduled to be adjusted for inflation on January 1 of each year.
 
d)      On May 8, 2008, the Board of Directors declared a cash dividend of $0.31 per share of Euroseas Ltd. common stock.  Such cash dividend will be paid on or about June 18, 2008 to the holders of record of Euroseas Ltd. common stock as of June 6, 2008.
 
 

 
55
 
 
  Item 9. The Offer and Listing
 
A.
Offer and Listing Details
 
The trading market for shares of our common stock is the NASDAQ Global Select Market, on which our shares trade under the symbol "ESEA". The following table sets forth the high and low closing prices for shares of our common stock since our listing originally in the OTCBB (under symbols ESEAF.OB and EUSEF.OB), since January 31, 2007 on the NASDAQ Global Market and since January 1, 2008 on the NASDAQ Global Select Market.  The prices below have been adjusted for the reverse 1-for-3 common stock split that was effected on October 6, 2006.
 
 Period         Low     High  
2006
    6.70       18.93  
2 nd quarter 2006
    8.82       18.93  
3 rd quarter 2006
    8.55       9.15  
4 th quarter 2006
    6.70       9.00  
                 
2007
    7.00       20.79  
1 st quarter 2007
    7.00       10.00  
2 nd quarter 2007
    10.35       15.75  
3 rd quarter 2007
    11.80       16.91  
4 th quarter 2007
    11.75       20.79  
November 2007
    13.30       18.89  
December 2007
    11.75       14.63  
                 
2008
    9.60                        14.79  
1 st quarter 2008
    9.60       14.08  
January 2008
    9.60       12.37  
February 2008
    10.98       14.02  
March 2008
    11.12       14.08  
April 2008
    12.32       14.79  
May 2008*
    13.83       14.73  
 
* Through May 9, 2008

B.
Plan of Distribution
 
Not Applicable.
 
C.
Markets
 
The trading market for shares of our common stock is the NASDAQ Global Select Market, on which our shares trade under the symbol "ESEA".  Our shares began trading on the NASDAQ Global Market on January 31, 2007 and on the NASDAQ Global Select Market on January 1, 2008.  Prior to such date, our shares traded on the OTCBB under the symbol “ESEAF.OB” until October 5, 2006 and then under the symbol “EUSEF.OB” until January 30, 2007.
 
D.
Selling Shareholders
 
Not Applicable.
 
 

 
56
 
 

E.
Dilution
 
 
Not Applicable.
 
F.
Expenses of the Issue
 
Not Applicable.
 
Item 10.
Additional Information
 
A.
Share Capital
 
Not Applicable.
 
B.
Articles of Incorporation, as amended, and Bylaws
 
We refer you to the Section of our F-1 Registration Statement (File No. 333-129145) entitled “Description of Euroseas Securities” and Exhibits 3.1 (Articles of Incorporation) and 3.2 (Bylaws) thereto as filed on October 20, 2005 with the SEC and to the Section of our F-1 Registration Statement (File No. 333-138780) entitled “Description of Capital Stock” and Exhibit 3.3 (Amendment to Articles of Incorporation) thereto as filed on November 16, 2006 with the SEC, incorporated by reference herein.
 
Material Contracts
 
We have no material contracts, other than contracts entered into in the ordinary course of business, to which the Company or any member of the group is a party.
 
D.
Exchange Controls
 
Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our shares.

E.
Taxation
 
 
The following is a discussion of the material Marshall Islands and United States federal income tax considerations applicable to us and U.S. Holders and Non-U.S. Holders, each as discussed below, of our common stock.  The following discussion is based upon the provisions of the United States Internal Revenue Code of 1986, as amended, or the Code, existing and proposed United States Treasury Department regulations, administrative rulings, pronouncements and judicial decisions, all as of the date of this Annual Report.
 
Marshall Islands Tax Considerations
 
We are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our stockholders.
 
United States Federal Income Tax
 
The following are the material United States federal income tax consequences to us of our activities and to U.S. Holders and Non-U.S. Holders, each as defined below, of our common stock. The following discussion of United States federal income tax matters is based on the United States Internal Revenue Code of 1986, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury, all of which are subject to change, possibly with retroactive effect. This discussion is based in part upon Treasury Regulations promulgated under Section 883 of the Code. The discussion below is based, in part, on the description of our business as described in “Business” above and assumes that we conduct our business as described in that section. References in the following discussion to “we” and “us” are to Euroseas and its subsidiaries on a consolidated basis.

 
57
 

 
United States Federal Income Taxation of Our Company
 
Taxation of Operating Income: In General
 
Unless exempt from United States federal income taxation under the rules discussed below, a foreign corporation is subject to United States federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangements or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as “shipping income,” to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as “U.S.-source shipping income.”
 
Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within the United States.
 
Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any United States federal income tax.
 
In the absence of exemption from tax under Section 883, our gross U.S.-source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below.
 
Exemption of Operating Income from United States Federal Income Taxation
 
Under Section 883 of the Code, we will be exempt from United States federal income taxation on our U.S.-source shipping income if:
 

 
·
we are organized in a foreign country (our “country of organization”) that grants an “equivalent exemption” to corporations organized in the United States; and
 
either
 
 
·
more than 50% of the value of our stock is owned, directly or indirectly, by “qualified stockholders,” individuals who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States, which we refer to as the “50% Ownership Test,” or
 
 
·
our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, which we refer to as the “Publicly-Traded Test.”
 
The Marshall Islands, the jurisdiction where we and our ship-owning subsidiaries are incorporated, grants an “equivalent exemption” to United States corporations. Therefore, we will be exempt from United States federal income taxation with respect to our U.S.-source shipping income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test.
 
We believe that we satisfied the 50% Ownership Test for our 2007 taxable year and we intend to take this position on our United States federal income tax return. For the 2008 taxable year and each taxable year thereafter, we anticipate that we will satisfy the Publicly-Traded Test.
 
Taxation in Absence of Exemption
 
To the extent the benefits of Section 883 are unavailable, our U.S. source shipping income, to the extent not considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions. Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime.

 
58
 

 
 
 
To the extent the benefits of the Section 883 exemption are unavailable and our U.S.-source shipping income is considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, any such “effectively connected” U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax currently imposed at rates of up to 35%. In addition, we may be subject to the 30% “branch profits” taxes on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of its U.S. trade or business.
 
Our U.S.-source shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:
 

 
·
We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
 
 
·
substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
 
 
We do not intend to have, or permit circumstances that would result in having any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income are or will be “effectively connected” with the conduct of a U.S. trade or business.
 
United States Taxation of Gain on Sale of Vessels
 
Regardless of whether we qualify for exemption under Section 883, we will not be subject to United States federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under United States federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.
 
United States Federal Income Taxation of U.S. Holders
 
As used herein, the term “U.S. Holder” means a beneficial owner of common stock that is a United States citizen or resident, United States corporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.
 
This discussion does not purport to deal with the tax consequences of owning common stock to all categories of investors, some of which, such as dealers in securities, investors whose functional currency is not the United States dollar and investors that own, actually or under applicable constructive ownership rules, 10% or more of our common stock, may be subject to special rules. This discussion deals only with holders who hold the common stock as a capital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under United States federal, state, local or foreign law of the ownership of common stock.
 
If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common stock, you are encouraged to consult your tax advisor.
 

 
59
 
Distributions
 
Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to our common stock to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or “qualified dividend income” as described in more detail below, to the extent of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in his common stock on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a United States corporation, U.S. Holders that are corporations will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our common stock will generally be treated as “passive category income” or, in the case of certain types of U.S. Holders, “general category income” for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.
 
Dividends paid on our common stock to a U.S. Holder who is an individual, trust or estate (a “U.S. Individual Holder”) will generally be treated as “qualified dividend income” that is taxable to such U.S. Individual Holders at preferential tax rates (through 2010) provided that (1) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we are, have been or will be), (2) our common stock is readily tradable on an established securities market in the United States (such as the NASDAQ Global Select Market, on which our common stock is listed), and (3) the U.S. Individual Holder has owned the common stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock becomes ex-dividend. There is no assurance that any dividends paid on our common stock will be eligible for these preferential rates in the hands of a U.S. Individual Holder. Dividends paid on our stock prior to the date on which our stock became listed on the NASDAQ Global Select Market were not eligible for these preferential rates.  Legislation has been recently introduced in the U.S. Congress which, if enacted in its present form, would preclude our dividends from qualifying for such preferential rates prospectively from the date of the enactment. Any dividends paid by us which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Individual Holder.
 
Special rules may apply to any “extraordinary dividend” generally, a dividend in an amount which is equal to or in excess of ten percent of a stockholder’s adjusted basis (or fair market value in certain circumstances) in a share of common stock paid by us. If we pay an “extraordinary dividend” on our common stock that is treated as “qualified dividend income,” then any loss derived by a U.S. Individual Holder from the sale or exchange of such common stock will be treated as long-term capital loss to the extent of such dividend.
 
Sale, Exchange or other Disposition of Common Stock
 
Assuming we do not constitute a passive foreign investment company for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common stock in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as U.S.- source income or loss, as applicable, for U.S. foreign tax credit purposes. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.
 
Passive Foreign Investment Company Status and Significant Tax Consequences
 
Special United States federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a passive foreign investment company for United States federal income tax purposes. In general, we will be treated as a passive foreign investment company with respect to a U.S. Holder if, for any taxable year in which such holder held our common stock, either:
 

 
·
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
 
 
·
at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.
 
 
For purposes of determining whether we are a passive foreign investment company, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary corporations in which we own at least 25 percent of the value of the subsidiary’s stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute “passive income” unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.

 
60
 

 
Based on our current operations and future projections, we do not believe that we are, nor do we expect to become, a passive foreign investment company with respect to any taxable year. Although there is no legal authority directly on point, and we are not relying upon an opinion of counsel on this issue, our belief is based principally on the position that, for purposes of determining whether we are a passive foreign investment company, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we are a passive foreign investment company. We believe there is substantial legal authority supporting our position consisting of case law and Internal Revenue Service pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, in the absence of any legal authority specifically relating to the statutory provisions governing passive foreign investment companies, the Internal Revenue Service or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a passive foreign investment company with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future.
 
If we were to be classified as a PFIC in any taxable year, a U.S. Holder (i) would generally be required to treat any gain on sales of our shares held by him as ordinary income and pay an interest charge on the value of the deferral of their U.S. federal income tax attributable to such gain and (ii) could also be subject to an interest charge on distributions paid by us.
 
The above results may be eliminated if a “mark-to-market” election or “qualified electing fund” election is available and a U.S. validly makes such an election.  If a U.S. Holder makes a “qualified electing fund” election, then generally, in lieu of the foregoing treatment, our earnings would be currently included in the U.S. Holder’s gross income.  If a “mark-to-market” election is made, such holder generally will be required to take into account the difference, if any, between the fair market value and its adjusted tax basis in shares at the end of each taxable year as ordinary income or ordinary loss (to the extent of any net mark-to-market gain previously included in income). In addition, any gain from a sale or other disposition of shares will be treated as ordinary income, and any loss will be treated as ordinary loss (to the extent of any net mark-to-market gain previously included in income.
 
 


 
61
 

 
  United States Federal Income Taxation of “Non-U.S. Holders”
 
A beneficial owner of common stock that is not a U.S. Holder is referred to herein as a “Non-U.S. Holder.”
 
Dividends on Common Stock
 
Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from us with respect to our common stock, unless that income is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.
 
Sale, Exchange or Other Disposition of Common Stock
 
Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common stock, unless:
 

 
·
the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or
 
 
·
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
 
 
If the Non-U.S. Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the common stock, including dividends and the gain from the sale, exchange or other disposition of the stock that is effectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, if you are a corporate Non-U.S. Holder, your earnings and profits that are attributable to the effectively connected income, which are subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.
 
Backup Withholding and Information Reporting
 
In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. Such payments will also be subject to backup withholding tax if you are a non-corporate U.S. Holder and you:
 

 
·
fail to provide an accurate taxpayer identification number;
 
 
·
are notified by the Internal Revenue Service that you have failed to report all interest or dividends required to be shown on your federal income tax returns; or
 
 
·
in certain circumstances, fail to comply with applicable certification requirements.
 
 
Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on IRS Form W-8BEN, W-8ECI or W-8IMY, as applicable.
 
If you sell your common stock to or through a United States office or broker, the payment of the proceeds is subject to both United States backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or you otherwise establish an exemption. If you sell your common stock through a non-United States office of a non-United States broker and the sales proceeds are paid to you outside the United States then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to you outside the United States, if you sell your common stock through a non-United States office of a broker that is a United States person or has some other contacts with the United States.

 
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Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your income tax liability by filing a refund claim with the Internal Revenue Service.
 
We encourage each stockholder to consult with his, her or its own tax advisor as to particular tax consequences to it of holding and disposing of Euroseas shares, including the applicability of any state, local or foreign tax laws and any proposed changes in applicable law.
 
Dividends and paying agents
 
Not Applicable.
 
G.
Statement by experts
 
Not Applicable.
 
H.
Documents on display
 
We file reports and other information with the SEC. These materials, including this annual report and the accompanying exhibits, may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549, or from the SEC's website http://www.sec.gov. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330 and you may obtain copies at prescribed rates.
 
I.
Subsidiary Information
 
Not Applicable.
 
Item 11.
Quantitative and Qualitative Disclosures about Market Risk
 
In the normal course of business, we face risks that are non-financial or non-quantifiable. Such risks principally include country risk, credit risk and legal risk. Our operations may be affected from time to time in varying degrees by these risks but their overall effect on us is not predictable. We have identified the following market risks as those which may have the greatest impact upon our operations:
 
Interest Rate Fluctuation Risk
 
The international drybulk industry is a capital intensive industry, requiring significant amounts of investment. Much of this investment is financed by long term debt. Our debt usually contains interest rates that fluctuate with LIBOR. In 2007, we did not use and currently we do not have financial instruments such as interest rate swaps to manage the impact of interest rate changes on earnings and cash flows and increasing interest rates could adversely impact future earnings.
 
As at December 31, 2007, we had $81.59 million of floating rate debt outstanding with margins over LIBOR ranging from 0.80% to 1.60%. Our interest expense is affected by changes in the general level of interest rates. As an indication of the extent of our sensitivity to interest rate changes, an increase of 100 basis points would have decreased our net income and cash flows in the twelve-month period to December 31, 2007 by approximately $773,000 assuming the same debt profile throughout the year.
 
In March of 2004, we entered into an interest rate swap agreement on a notional amount of $5.00 million. Under this swap agreement, we receive interest based on the 3-month LIBOR rate and we pay based on 1.10% fixed rate if the 1-year LIBOR remains below 4.02%: otherwise we pay the 1-year LIBOR rate. This agreement was terminated in October 2005.
 
The following table sets forth the sensitivity of loans in U.S. dollars to a 100 basis points increase in LIBOR during the next five years:
 
 

Year Ended December 31,
 
Amount in $
 
2008
    717,000  
2009
    513,000  
2010
    399,000  
2011
    262,000  
2012 and thereafter
    427,000  
 
Foreign Exchange Rate Risk
 
 
The international drybulk and containership shipping industry’s functional currency is the U.S. Dollar. We generate all of our revenues in U.S. dollars, but incur approximately 35% of our vessel operating expenses in 2007 in currencies other than U.S. dollars.  In addition, our management fee is denominated in euros (590 euros in 2005 and during January 2006, 610 euros since February 1, 2006 and 630 euros per vessel per day since of February 1, 2007), and, certain general and administrative expenses (about 8.5% in 2007) were in euros. At December 31, 2007, approximately 35% of our outstanding accounts payable were denominated in currencies other than the U.S. dollar, mainly in Euros. We do not use currency exchange contracts to reduce the risk of adverse foreign currency movements but we believe that our exposure from market rate fluctuations is unlikely to be material. Net foreign exchange losses for the year to December 31, 2007 were $7,824.
 
Inflation Risk
 
The general rate of inflation has been relatively low in recent years and as such its associated impact on costs has been minimal. We do not believe that inflation has had, or is likely to have in the foreseeable future, a significant impact on expenses. Should inflation increase, it will increase our expenses and subsequently have a negative impact on our earnings.
 
Item 12.
Description of Securities Other than Equity Securities
 
Not Applicable.

 
63
 
 
PART II
 
Item 13.
Defaults, Dividend Arrearages and Delinquencies
 
None.
 
Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
 
None.
 
Item 15.
Controls and Procedures
 
(a)     Evaluation of Disclosure Controls and Procedures
 
Pursuant to Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2007. The term disclosure controls and procedures are defined under SEC rules as controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
 
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that our disclosure controls and procedures are effective, as of December 31, 2007.
 
(b)     Management’s Annual Report on Internal Control over Financial Reporting
 
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is identified in Exchange Act Rule 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with the authorization of its management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its consolidated financial statements.
 
Our management, with the participation of Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007. In making this assessment, the Company used the control criteria framework of the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") published in its report entitled Internal Control-Integrated Framework. As a result of its assessment, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal controls over financial reporting are effective as of December 31, 2007.

 
64
 

 
(c)  Report of Independent Registered Public Accounting Firm
 
Deloitte, Hadjipavlou, Sofianos and Cambanis S.A., or Deloitte., an independent registered public accounting firm, as auditors of our consolidated financial statements for the year ended December 31, 2007, has issued the following attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2007:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Euroseas Ltd and Subsidiaries

We have audited the internal control over financial reporting of Euroseas Ltd and subsidiaries (the "Company") as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
 
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2007 of the Company and our report dated May 8, 2008 expressed an unqualified opinion on those financial statements.

 
65
 

/s/ Deloitte
Hadjipavlou, Sofianos & Cambanis S.A.
Athens, Greece
May 8, 2008

 
(d)      Changes in Internal Control over Financial Reporting
 
No change in the Company’s internal control over financial reporting occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
Inherent Limitations on Effectiveness of Controls
 
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
 
Item 16A.
Audit Committee Financial Expert
 
Our Board of Directors has determined that all the members of our Audit Committee qualify as financial experts and they are all considered to be independent according to the SEC rules.  Mr. Panos Kyriakopoulos serves as the chairman of our Audit Committee with Mr. Gerald Turner and Mr. George Taniskidis as members.
 
Item 16B.       Code of Ethics
 
We have adopted a code of ethics that applies to officers and employees. Our code of ethics is posted in our website: http://www.euroseas.gr under "Corporate Governance".
 
Item 16C.       Principal Accountant Fees and Services
 
Our principal auditors, Deloitte Hadjipavlou, Sofianos & Cambanis S.A. have charged us for audit, audit-related and non-audit services as follows:
 
   
2007
(dollars in thousands)
   
2006
(dollars in thousands)
 
Audit Fees
  $ 750     $ 388  
Further assurance /  audit related fees
 
_
   
_
 
Tax fees
 
_
   
_
 
Other fees / expenses
    3       3  
Total
  $ 753     $ 391  
 
In 2007, audit fees relate to regular audit services and audit of our internal controls and services required for follow-on common stock offerings.  For those services our principal auditors charged us $750,000 of fees plus $2,698 of expenses.  In 2006, audit fees relate to audit services provided in connection to a post-effective amendment to our prior F-1 filing related to our private placement of August 2005, our F-1 filing related to our follow-on offering initially filed in November 2006 and the audit of our consolidated financial statements.  For these services our principal auditors charged us $388,000 of fees plus $3,000 of expenses.
 
The audit committee is responsible for the appointment, replacement, compensation, evaluation and oversight of the work of the independent registered public accounting firm. As part of this responsibility, the Audit Committee pre-approves the audit and non-audit services performed by the independent registered public accounting firm in order to assure that they do not impair the auditor's independence from the Company. The Audit Committee has adopted a policy which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent registered public accounting firm may be pre-approved.
 
All audit services and other services provided by Deloitte Hadjipavlou, Sofianos & Cambanis S.A., after the formation of our audit committee in November 2005 were pre-approved by the audit committee.
 
Item 16D.        Exemptions from the Listing Standards for Audit Committees
 
Not Applicable.
 
Item 16E.        Purchases of Equity Securities by the Issuer and Affiliated Purchasers
 
Not Applicable.
 

 
66
 

PART III
 
Item 17.
Financial Statements
 
See Item 18
 
Item 18.
Financial Statements
 
The following financial statements set forth on pages F-1 through F-5 are filed as part of this annual report.
 
Exhibits
 
1.1
 
Articles of Incorporation of Euroseas Ltd.(1)
1.2
 
Bylaws of Euroseas Ltd. (1)
1.3
 
Amendment to Articles of Incorporation of Euroseas Ltd. (5)
2.1
 
Specimen Common Stock Certificate(6)
2.2
 
Form of Securities Purchase Agreement(1)
2.3
 
Form of Registration Rights Agreement(1)
2.4
 
Form of Warrant(1)
2.5
 
Registration Rights Agreement between Euroseas Ltd. and Friends Investment Company Inc., dated November 2, 2005(2)
4.1
 
Form of Lock-up Agreement(1)
4.2
 
Loan Agreement between Diana Trading Ltd., as borrower, and Oceanopera Shipping Limited, as corporate guarantor, and HSBC Bank plc, as the lender, dated October 16, 2002 for the amount of 5,900,000(1)
4.3
 
Loan Agreement between Diana Trading Ltd., as borrower, and HSBC Bank plc, as lender, for the amount of $4,200,000 dated May 9, 2005(1)
4.
   
4.4
 
Loan Agreement dated May 16, 2005 between EFG Eurobank Ergasias S.A., as lender, and Alcinoe Shipping Limited, Oceanopera Shipping Limited, Oceanpride Shipping Limited, and Searoute Maritime Limited, as borrowers, for the amount of $13,500,000(1)
4.5
 
Secured Loan Facility Agreement dated May 24, 2005 between Allendale Investments S.A. and Alterwall Business Inc. as borrowers, Fortis Bank (Nederland) N.V. and others as lenders, and Fortis Bank (Nederland) N.V. as agent and security trustee for $20,000,000(1)
4.6
 
Form of Standard Ship Management Agreement(1)
4.7
 
Agreement between Eurobulk Ltd. and Eurochart S.A., for the provision of exclusive brokerage services, dated December 20, 2004(1)
4.8
 
Form of Current Time Charter(1)
4.9
 
Amended and Restated Master Management Agreement between Euroseas Ltd. and Eurobulk Ltd. dated as of July 17, 2007(7)
4.10
 
Loan Agreement between Salina Shipping Corp., as borrower, and Calyon, as lender, for the amount of USD$15,500,000 dated December 28, 2005(3)
4.11
 
Loan Agreement between Xenia International Corp., as borrower, and Fortis Bank N.V./S.A., Athens Branch and others, as lenders, for the amount of USD$8,250,000 dated June 30, 2006(4)
4.12
 
Loan Agreement between Prospero Maritime Inc., as borrower, and Calyon, as lender, for the amount of USD$15,500,000 dated August 30, 2006(4)
4.13
 
Euroseas 2006 Equity Incentive Plan(5)
4.14
 
Loan Agreement between Xingang Shipping Ltd., as borrower, and HSBC Bank plc, as lender, for the amount of USD$20,000,000 dated November 14, 2006(5)
4.15
 
Form of Right of First Refusal(6)
4.16
 
Form of Advisory Agreement(6)
4.17
 
Loan Agreement between Manolis Shipping Limited, as borrower, and EFG Eurobank Ergasias S.A., as lender, for the amount of USD$10,000,000 dated June 7, 2007(7)
4.18
 
Loan Agreement between Trust Navigation Corp., as borrower and EFG Eurobank Ergasias S.A., as lender, for the amount of USD$15,000,000 dated October 29, 2007(7)
8.1
 
Subsidiaries of the Registrant(7)
12.1
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer(7)
12.2
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer(7)
13.1
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(7)
13.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(7)
15.1
 
Consent of Deloitte, Hadjipavlou, Sofianos & Cambanis S.A.(7)
 
 
 

 
67
 
(1)   Filed as an Exhibit to the Company's Registration Statement (File No. 333-129145) on October 20, 2005.
(2)  
Filed as an Exhibit to the Company's Amendment No.1 to Registration Statement (File No. 333-129145) on December 5, 2005.
(3) 
 Filed as an Exhibit to the Company’s Amendment No. 2 to Registration Statement (File No. 333-129145) on January 19, 2006.
(4)
Filed as an Exhibit to the Company’s Post-Effective Amendment No. 1 to Registration Statement (File No. 333-12945) on September 12, 2006.
(5)
Filed as an Exhibit to the Company’s Registration Statement (File No. 333-138780) on November 16, 2006.
(6)
Filed as an Exhibit to the Company’s Amendment No. 1 to Registration Statement (File No. 333-138780) on January 10, 2007.
(7) 
Filed herewith.




 
68
 

SIGNATURES
 

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign on its behalf.
 


 
EUROSEAS LTD
 
 
(Registrant)
 
     
     
 
By:
/s/ Aristides J. Pittas
 
   
Aristides J. Pittas
 
   
Chairman, President and CEO
 
Date: May 12, 2008
     



SK 02558 0005 876685 v5

 
68
 

Euroseas Ltd. and Subsidiaries
Consolidated financial statements
December 31, 2006 and 2007



 Index to consolidated financial statements
 

 
 
Pages
   
Report of Independent Registered Public Accounting Firm
F-2
   
Consolidated Balance Sheets as of December 31, 2006 and 2007
F-3
   
Consolidated Statements of Income for the Years Ended
 
    December 31, 2005, 2006 and 2007
F-4
   
Consolidated Statements of Shareholders’ Equity for the Years Ended
 
    December 31, 2005, 2006 and 2007
F-5
   
Consolidated Statements of Cash Flows for the Years Ended
 
    December 31, 2005, 2006 and 2007
F-6
   
Notes to the Consolidated Financial Statements
F-8

 
F-1
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Euroseas Ltd and Subsidiaries


We have audited the accompanying consolidated balance sheets of Euroseas Ltd and subsidiaries (the "Company") as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2007.  These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Euroseas Ltd and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
 
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 8, 2008, expressed an unqualified opinion on the Company's internal control over financial reporting.



Deloitte
Hadjipavlou, Sofianos & Cambanis S.A.
Athens, Greece
May 8, 2008

 
F-2
 

Euroseas Ltd. and Subsidiaries
Consolidated balance sheets
December 31, 2006 and 2007
(All amounts, except share data, expressed in U.S. Dollars)

   
Notes
   
2006
   
2007
 
Assets
                 
Current assets
                 
Cash and cash equivalents
          2,791,107       104,135,320  
Trade accounts receivable
          378,216       1,174,045  
Other receivables
          268,864       741,081  
Due from related company
    8       2,649,259       5,291,197  
Inventories
    3       716,131       1,903,678  
Restricted cash
            1,146,621       1,739,879  
Vessel held for sale
    4       1,782,840       -  
Trading securities
            -       2,891,658  
Prepaid expenses
            242,558       430,605  
Total current assets
            9,975,596       118,307,463  
                         
Fixed assets
                       
Vessels, net
    4       95,494,342       238,248,984  
Long-term assets
                       
Restricted cash
            2,700,000       4,500,000  
Deferred charges, net
    5       1,291,844       5,529,870  
Deferred offering expenses
            500,000       -  
Fair value of above market time charter acquired
    7       7,543,477       4,604,514  
Total long-term assets
            107,529,663       252,883,368  
Total assets
            117,505,259       371,190,831  
                         
Liabilities and shareholders’ equity
                       
Current liabilities
                       
Long-term debt, current portion
    9       18,040,000       25,575,000  
Trade accounts payable
            1,034,713       3,789,764  
Accrued expenses
    6       1,233,185       2,043,585  
Deferred revenues
            1,357,501       3,774,162  
Total current liabilities
            21,665,399       35,182,511  
                         
Long-term liabilities
                       
Long-term debt, net of current portion
    9       56,910,000       56,015,000  
Fair value of below market time charters acquired
    7       918,200       8,202,972  
Total long-term liabilities
            57,828,200       64,217,972  
Total liabilities
            79,493,599       99,400,483  
                         
Commitments and contingencies
    12       -       -  
                         
Shareholders’ equity
                       
Common stock (par value $0.03, 100,000,000 shares authorized, 12,620,150 and 30,261,113 issued and outstanding)
            378,605       907,834  
Preferred shares (par value $0.01, 20,000,000 shares authorized, no shares issued and outstanding)
            -       -  
Additional paid-in capital
            18,283,767       231,147,700  
Retained earnings
            19,349,288       39,734,814  
Total shareholders’ equity
            38,011,660       271,790,348  
Total liabilities and shareholders’ equity
            117,505,259       371,190,831  

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

 
F-3
 

Euroseas Ltd. and Subsidiaries
Consolidated statements of income
Years ended December 31, 2005, 2006 and 2007
(All amounts, except for share data, expressed in U.S. Dollars)

   
Notes
   
2005
   
2006
   
2007
 
                         
Revenues
                       
Voyage revenue
          44,523,401       42,143,361       86,104,365  
Commissions
    8       (2,388,349 )     (1,829,534 )     (4,024,032 )
Net revenue
            42,135,052       40,313,827       82,080,333  
                                 
Operating expenses
                               
Voyage expenses
    15       670,551       1,154,738       897,463  
Vessel operating expenses
    15       8,610,279       10,368,817       17,240,132  
Amortization of dry-docking and special survey expense and vessel depreciation
      4, 5         4,208,252         7,292,838         17,963,072  
Management fees
    8       1,911,856       2,266,589       3,669,137  
Other general and administrative expenses
            420,755       1,076,884       2,656,176  
Net gain on sale of vessels
    4       -       (4,445,856 )     (3,411,397 )
Total operating expenses
            15,821,693       17,714,010       39,014,583  
                                 
Operating income
            26,313,359       22,599,817       43,065,750  
                                 
Other income/(expenses)
                               
Interest and other financing costs
            (1,495,871 )     (3,398,858 )     (4,850,239 )
Derivative (loss)
    10       (100,029 )     -       -  
Foreign exchange gain/(loss)
            538       (1,598 )     (7,824 )
Unrealized gain on trading securities
            -       -       98,744  
Interest income
            460,457       870,046       2,357,633  
Other income (expenses), net
            (1,134,905 )     (2,530,410 )     (2,401,686 )
                                 
Net income
            25,178,454       20,069,407       40,664,064  
Earnings per share - basic
    14       2.34       1.60       1.89  
Weighted average number of shares outstanding during the year, basic
    14       10,739,476       12,535,365       21,566,619  
Earnings per share - diluted
    14       2.34       1.60       1.88  
Weighted average number of shares outstanding during the year,   diluted
    14       10,739,476       12,535,365       21,644,920  

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

 
F-4
 

Euroseas Ltd. and Subsidiaries
Consolidated statements of shareholders’ equity
Years ended December 31, 2005, 2006 and 2007
(All amounts, except share data, expressed in U.S. Dollars)

   
  Comprehensive
 Income
   
Number
 of
 Shares
   
Common
 Stock
 Amount
   
Preferred
Shares
 Amount
   
Paid - in
Capital
   
 Retained
 Earnings
   
 Total
 
Balance,
January 1, 2005
          9,918,056       297,542       -       17,073,381       13,741,732       31,112,655  
Net income
    25,178,454                                       25,178,454       25,178,454  
Issuance of shares, net of issuance costs
            2,342,331       70,270       -       17,510,400       -       17,580,670  
Dividends /return of capital declared and paid ($4.67 per share of which return of capital $1.68 per share)
    -       -       -       -       (16,700,000 )     (30,175,223 )     (46,875,223 )
Balance,
December 31, 2005
            12,260,387       367,812       -       17,883,781       8,744,963       26,996,556  
Net income
    20,069,407                                       20,069,407       20,069,407  
Issuance of shares, net of issuance costs
            359,763       10,793       -       (793 )     -       10,000  
Reversal of  unutilized accrued offering expenses
                                    400,779               400,779  
Dividends declared and paid ($0.75 per share)
                    -       -               (9,465,082 )     (9,465,082 )
Balance,
December 31, 2006
            12,620,150       378,605       -       18,283,767       19,349,288       38,011,660  
Net income
    40,664,064                                       40, 664,064       40,664,064  
Issuance of shares in public offerings, net of issuance costs
            17,325,000       519,750       -       209,367,229       -       209,886,979  
Issuance of shares for warrants exercised
            248,463       7,454       -       2,675,947       -       2,683,401  
Issuance of  restricted shares for stock incentive award and share-based compensation
            67,500       2,025       -       820,757       -       822,782  
Dividends declared and paid ($1.00 per share)
                    -       -               (20,278,538 )     (20,278,538 )
Balance,
December 31, 2007
            30,261,113       907,834       -       231,147,700       39,734,814       271,790,348  


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

 
F-5
 

Euroseas Ltd. and Subsidiaries
Consolidated statements of cash flows
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)
   
2005
   
2006
   
2007
 
Cash flows from operating activities:
                 
Net income
    25,178,454       20,069,407       40,664,064  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Depreciation of vessels
    2,657,914       6,277,328       16,423,092  
Amortization of deferred charges
    1,634,082       1,090,111       1,612,696  
Amortization of fair value of time charters
    -       (351,369 )     548,254  
Gain on sale of vessels
    -       (4,445,856 )     (3,411,397 )
Loss on derivative
    100,029       -       -  
Share-based compensation
    -       -       822,782  
Purchase of trading securities
    -       -       (2,792,914 )
Unrealized gain on trading securities
    -       -       (98,744 )
Changes in operating assets and liabilities:
                       
(Increase)/decrease in:
                       
Trade accounts receivable
    199,767       (332,098 )     (671,888 )
Prepaid expenses
    121,927       (156,933 )     (188,047 )
Other receivables
    (268,549 )     37,439       (472,217 )
Inventories
    (68,213 )     (344,440 )     (1,187,547 )
Increase/(decrease) in:
                       
Due to related company
    (7,638,780 )     363,461       (2,641,936 )
Trade accounts payable
    (42,359 )     197,531       1,920,051  
Accrued expenses
    334,874       (602,002 )     1,074,809  
Deferred revenue
    (538,131 )     (12,557 )     2,292,720  
Dry-docking expenses paid
    (1,076,233 )     (821,198 )     (4,935,007 )
Net cash provided by operating activities
    20,594,782       20,968,824       48,958,771  
                         
Cash flows from investing activities:
                       
Purchase of vessels
    (20,821,647 )     (53,830,357 )     (149,502,254 )
Cash paid for above-market charter acquired
    -       (7,923,480 )     -  
Change in restricted cash
    (1,011,969 )     (2,765,672 )     (2,393,258 )
Proceeds from sale of vessels
    -       9,152,494       5,223,521  
Net cash (used in) investing activities
    (21,833,616 )     (55,367,015 )     (146,671,991 )
                         
Cash flows from financing activities:
                       
Issuance of share capital
    70,270       10,000       527,204  
Net proceeds from shares issued
    18,632,106       -       213,692,072  
Dividends paid/return of capital
    (46,875,223 )     (9,465,082 )     (20,278,538 )
Loan arrangement fees paid
    (208,500 )     (151,250 )     (110,000 )
Deferred offering expenses paid
    -       (41,671 )     (1,413,305 )
Proceeds from long-term debts
    53,200,000       43,750,000       25,000,000  
Repayment of long-term debts
    (18,630,000 )     (17,360,000 )     (18,360,000 )
Net cash provided by financing activities
    6,188,653       16,741,997       199,057,433  
                         
Net increase (decrease) in cash and cash equivalents
    4,949,819       (17,656,194 )     101,344,213  
Cash and cash equivalents at beginning of year
    15,497,482       20,447,301       2,791,107  
Cash and cash equivalents at end of year
    20,447,301       2,791,107       104,135,320  
(Consolidated statements of cash flows continues in the next page)

 
F-6
 

Euroseas Ltd. and Subsidiaries
Consolidated statements of cash flows
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)

(Continued)
 
 
2005
   
2006
   
2007
Cash paid for interest
    1,372,957       3,081,676       4,570,773  
Non cash items:
                       
Increase in payables from dry-docking expenses
    -       -       835,000  
Fair value of below-market charters acquired
    -       1,649,572       9,675,481  
Reversal of unutilized accrued offering expenses
    -       400,779       -  
Deferred offering expenses
    -       458,329       -  



 











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

 
F-7
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)



1.         Basis of Presentation and General Information

Euroseas Ltd. (the “Company”) was formed on May 5, 2005 under the laws of the Republic of the Marshall Islands to consolidate the beneficial owners of the ship owning companies in existence at that time (see list below). On June 28, 2005, the beneficial owners exchanged all their shares in the ship-owning companies for shares in Friends Investment Company Inc., a newly formed Marshall Islands company.  On June 29, 2005, Friends Investment Company Inc. then exchanged all the shares in the ship-owning companies for shares in Euroseas Ltd., thus, becoming the sole shareholder of Euroseas Ltd.  The transaction described above constitutes a reorganization of companies under common control, and has been accounted for in a manner similar to a pooling of interests, as each ship-owning company was under the common control of the Pittas family prior to the transfer of ownership of the companies to Euroseas Ltd.  Accordingly, the accompanying consolidated financial statements have been presented as if the ship-owning companies were consolidated subsidiaries of the Company for all periods presented and using the historical carrying costs of the assets and the liabilities of the ship-owning companies in existence at that time (see list below).  All share counts are adjusted for the Company’s 1-for-3 reverse common stock split effected on October 6, 2006.

On August 25, 2005, Euroseas Ltd. sold 2,342,331 common shares at $9.00 per share in an institutional private placement, together with 0.25 of detachable warrants for each common share to acquire up to 585,589 common shares.  The total proceeds, net of issuance costs of $3,500,309, amounted to $17,510,400.  The warrants allow their holders to acquire one share of Euroseas Ltd. stock at a price of $10.80 per share and are exercisable for a period of five years from the issue of the warrant.

On August 25, 2005, as a condition to the institutional private placement described above, the Company and Cove Apparel, Inc. (Cove, an unrelated party and public shell corporation) signed an Agreement and Plan of Merger (the “Merger Agreement”).  The Merger Agreement provided for the merger of Cove and Euroseas Acquisition Company Inc., a Delaware corporation and a wholly-owned subsidiary of Euroseas Ltd. formed on June 21, 2005, with the current stockholders of Cove receiving 0.0034323 shares of Euroseas Ltd. common shares for each share of Cove common stock they presently own.  Euroseas Ltd., as part of the merger, filed a registration statement with the Securities and Exchange Commission (SEC) to register the shares issued in the merger to the Cove stockholders.

The SEC declared effective on February 3, 2006 the Company’s registration statement on Form F-4 that registered the Euroseas Ltd. common shares issued to Cove shareholders.  The SEC also declared effective on February 3, 2006 the Company’s registration statement on Form F-1 that registered the re-sale of the 2,342,331 Euroseas Ltd. common shares and 585,589 Euroseas Ltd. common shares issuable upon the exercise of the warrants issued in connection with the institutional private placement as well as 272,868 Euroseas Ltd. common shares that were issued to certain Cove shareholders as part of the merger with Cove.

 
F-8
 


Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


1.         Basis of Presentation and General Information - continued

On March 27, 2006, Euroseas Ltd. consummated the merger with Cove and, as a result, Cove merged into Euroseas Acquisition Company Inc., and the separate corporate existence of Cove ceased.  The Cove stockholders received Euroseas Ltd. common shares and received dividends totaling to $140,334 related to dividends previously declared by Euroseas Ltd.  Euroseas Acquisition Company Inc. changed its name to Cove Apparel, Inc.  Also, following the completion of the merger, the common stock of Cove has been de-listed and no longer trades on the OTC Bulletin Board. On the date of the merger, Cove had cash of $10,000, had no other assets and had no liabilities.

Euroseas Ltd. common share was approved to trade on March 2, 2006 and started trading on the OTC Bulletin Board on May 5, 2006.  On October 6, 2006, the Company effected a 1-for-3 reverse split of its common stock.   On January 31, 2007 upon the pricing of the Company’s follow-on common stock offering of 5,750,000 shares the Euroseas Ltd. common share started trading on the NASDAQ Global Market. The total proceeds of the follow-on common stock offering, net of issuance costs of $4,122,289, amounted to $43,315,220. On June 29, 2007 the Company priced, and, on July 5, 2007 completed an additional follow-on offering of 5,750,000 shares of common stock.  The total proceeds of this follow-on offering, net of issuance costs of $4,609,428, amounted to $73,015,572. On November 6, 2007 the Company priced, and, on November 9, 2007 completed an additional follow-on offering of 5,825,000 shares of common stock. The total proceeds of this follow-on offering, net of issuance costs of $5,468,812, amounted to $93,556,187.

The operations of the vessels are managed by Eurobulk Ltd. (the “manager”), a corporation controlled by members of the Pittas family.  The Pittas family is the controlling shareholders of Friends Investment Company Inc. which owns 31.1% of the Company’s shares as of December 31, 2007.

The manager has an office in Greece located at 40 Ag. Konstantinou Ave, Maroussi, Athens, Greece. The manager provides the Company with a wide range of shipping services such as technical support and maintenance, insurance consulting, chartering, financial and accounting services, as well as executive management services, in consideration for fixed and variable fees (see Note 8).

The Company is engaged in the ocean transportation of dry bulk and containers through ownership and operation of dry bulk and container carriers owned by the following ship-owning companies:

·
Searoute Maritime Ltd. incorporated in Cyprus on May 20, 1992, owner of the Cyprus flag 33,712 DWT bulk carrier motor vessel (M/V) “Ariel”, which was built in 1977 and acquired on March 5, 1993.  M/V “Ariel” was sold on February 22, 2007.

·
Oceanopera Shipping Ltd. incorporated in Cyprus on June 26, 1995, owner of the Cyprus flag 34,750 DWT bulk carrier M/V “Nikolaos P”, which was built in 1984 and acquired on July 22, 1996.

·
Oceanpride Shipping Ltd. incorporated in Cyprus on March 7, 1998, owner of the Cyprus flag 26,354 DWT bulk carrier M/V “John P”, which was built in 1981 and acquired on March 7, 1998.  M/V “John P” was sold on July 5, 2006.


 
F-9
 


Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


1.         Basis of Presentation and General Information - continued

·
Alcinoe Shipping Ltd. incorporated in Cyprus on March 20, 1997, owner of the Cyprus flag 26,354 DWT bulk carrier M/V “Pantelis P”, which was built in 1981 and acquired on June 4, 1997.  M/V “Pantelis P” was sold on May 31, 2006.  On February 22, 2007, Alcinoe Shipping Ltd. acquired the 38,691 DWT Cyprus flag drybulk carrier M/V “Gregos”, which was built in 1984.  On June 13, 2007, M/V Gregos was transferred to Gregos Shipping Limited incorporated in the Marshall Islands and its flag was changed to the flag of the Marshall Islands.

·
Allendale Investment S.A. incorporated in Panama on January 22, 2002, owner of the Panama flag 18,154 DWT container carrier M/V “Kuo Hsiung”, which was built in 1993 and acquired on May 13, 2002.

·
Alterwall Business Inc. incorporated in Panama on January 15, 2001, owner of the Panama flag 18,253 DWT container carrier M/V “Ninos” (previously named M/V “Quingdao I”) which was built in 1990 and acquired on February 16, 2001.

·
Diana Trading Ltd. incorporated in the Marshall Islands on September 25, 2002, owner of the Marshall Islands flag 69,734 DWT bulk carrier M/V “Irini”, which was built in 1988 and acquired on October 15, 2002.

·
Salina Shipholding Corp., incorporated in the Marshall Islands on October 20, 2005, owner of the Marshall Islands flag 29,693 DWT container carrier M/V “Artemis”, which was built in 1987 and acquired on November 25, 2005.

·
Xenia International Corp., incorporated in the Marshall Islands on April 6, 2006, owner of the Marshall Islands flag 22,568 DWT / 950 TEU multipurpose M/V “Tasman Trader”, which was built in 1990 and acquired on April 27, 2006.

·
Prospero Maritime Inc., incorporated in the Marshall Islands on July 21, 2006, owner of the Marshall Islands flag 69,268 DWT dry bulk M/V “Aristides N.P.”, which was built in 1993 and acquired on September 4, 2006.

·
Xingang Shipping Ltd., incorporated in Liberia on October 16, 2006, owner of the Liberian flag 23,596 DWT container carrier M/V “YM Xingang I” , which was built in February 1993 and acquired on November 15, 2006.

·
Manolis Shipping Ltd., incorporated in the Marshall Islands on March 16, 2007, owner of the Marshall Islands flag 20,346 DWT / 1,452 TEU container carrier M/V “Manolis P”, which was built in 1995 and acquired on April 12, 2007.

·
Eternity Shipping Company, incorporated in the Marshall Islands on May 17, 2007, owner of the Marshall Islands flag 30,007 DWT / 1,742 TEU container carrier M/V “Clan Gladiator”, which was built in 1992 and acquired on June 13, 2007. On May 9, 2008, M/V “Clan Gladiator” was renamed M/V “OEL Transworld”.

 
F-10
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)

1.         Basis of Presentation and General Information - continued

·
Emmentaly Business Inc., incorporated in Panama on July 4, 2007, owner of the Panamanian flag 33,667 DWT / 1,932 TEU container carrier M/V “Jonathan P”, which was built in 1990 and acquired on August 7, 2007. On April 16, 2008, M/V “Jonathan P” was renamed M/V “OEL Integrity”.

·
Pilory Associates Corp., incorporated in Panama on July 4, 2007, owner of the Panamanian flag 33,667 DWT / 1,932 TEU container carrier M/V “Despina P”, which was built in 1990 and acquired on August 13, 2007.

·
Tiger Navigation Corp., incorporated in Marshall Islands on August 29, 2007, owner of the Marshall Islands flag 31,627 DWT / 2,228 TEU container carrier M/V “Tiger Bridge”, which was built in 1990 and acquired on October 4, 2007.

·
Trust Navigation Corp., incorporated in Liberia on October 1, 2007, owner of the Liberian flag 64,873 DWT bulk carrier M/V “Ioanna P”, which was built in 1984 and acquired on November 1, 2007.

In addition, the accompanying consolidated financial statements include the accounts of the  ship-owning company, Silvergold Shipping Ltd., which was also managed by Eurobulk Ltd. during the periods presented.

·
Silvergold Shipping Ltd. (Silvergold) incorporated in Cyprus on May 16, 1994.  Up to June 3, 1996, Silvergold was engaged in ship owning activities, but thereafter, Silvergold’s assets and liabilities were liquidated and the remaining net assets were distributed to shareholders.  The Company remained dormant until October 10, 2000 when it acquired the 18,000 DWT Cyprus flag container carrier M/V “Widar”, which was built in 1986.  M/V “Widar” was sold on April 24, 2004. The Pittas family, the controlling shareholders of Friends Investment Company Ltd. which is the Company’s largest shareholder, also owned Silvergold and, accordingly, these accompanying financial statements also consolidated the accounts of Silvergold until May 31, 2005, when Silvergold declared a final dividend of $35,000 to its shareholders.

During the years ended December 31, 2005, 2006 and 2007, the following charterers individually accounted for more than 10% of the Company’s voyage and time charter revenues as follows:

     
Year ended December 31,
 
Charterer
   
2005
   
2006
   
2007
 
                     
 
A
      5.50 %     15.06 %     15.07 %
 
B
      9.60 %     10.40 %     12.53 %
 
C
      -       -       12.10 %
 
D
      -       16.63 %     7.60 %
 
E
      17.48 %     12.67 %     5.19 %
 
G
      26.85 %     -       -  
 
F
      12.32 %     -       -  
 
H  
       -        5.32 %       -  

 
F-11
 


 
Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


2.         Significant Accounting Policies

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America.  The following are the significant accounting policies adopted by the Company:

Principles of consolidation

The accompanying consolidated financial statements included the accounts of Euroseas Ltd. and its subsidiaries.  Inter-company transactions were eliminated on consolidation.

Use of estimates

The preparation of the accompanying consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the stated amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Other comprehensive income

The Company presents separately comprehensive income, if any, and its components in stockholders’ equity.  The Company has no other comprehensive income and, accordingly, comprehensive income equals net income for all periods presented.

Foreign currency translation

The Company’s functional currency is the U.S. dollar.  Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates prevailing at the balance sheet date.  Income and expenses denominated in foreign currencies are translated into U.S. dollars at exchange rates prevailing at the date of the transaction.  The resulting exchange gains and/or losses on settlement or translation are included in the accompanying consolidated statements of operations.

Cash equivalents

Cash equivalents are time deposits or other certificates purchased with an original maturity of three months or less.

Restricted Cash

Restricted cash reflects deposits with certain banks that can only be used to pay the current loan installments or are required to be maintained as a certain minimum cash balance per mortgaged vessel.



 
F-12
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


2.         Significant Accounting Policies - Continued

Trade accounts receivable

The amount shown as trade accounts receivable, at each balance sheet date, includes estimated recoveries from each voyage or time charter. At each balance sheet date, the Company provides for doubtful accounts on the basis of specific identified doubtful receivables.  At December 31, 2005, 2006 and 2007, no provision for doubtful debts was considered necessary.

Inventories

Inventories are stated at the lower of cost and market value.  Inventories are valued using the FIFO (First-In First-Out) method. On January 1, 2007, the Company changed its accounting policy for the valuation of the inventories of lubricants to the FIFO method to more accurately value its inventories and better match revenues and expenses. Until December 31, 2006, inventories of lubricants were valued on an average cost basis; victualling inventories have always been valued using the FIFO method. The net cumulative effect of this change amounted to ($13,568) which was recorded in the vessel operating expenses. The effect on the years 2005 and 2006 is immaterial and, therefore, the Company has not retrospective applied the new accounting principle.

Vessels

Vessels are stated at cost which comprises the vessels’ contract price, costs of major repairs and improvements upon acquisition, direct delivery and other acquisition expenses less accumulated depreciation. Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels otherwise these amounts are charged to expense as incurred.

Expenditures for vessel repair and maintenance are charged against income in the period incurred.

Depreciation

Depreciation is calculated on a straight line basis with reference to the cost of the vessel, age and scrap value as estimated at the date of acquisition.  Depreciation is calculated over the remaining useful life of the vessel, which is estimated to range from 25 to 30 years from the completion of its construction.  Remaining useful lives of property are periodically reviewed and revised to recognize changes in conditions and such revisions, if any, are recognized over current and future periods.


 
F-13
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


2.         Summary of Significant Accounting Policies - Continued

Revenue and expense recognition

Revenues are generated from voyage and time charter agreements.  If a charter agreement exists, the price is fixed, service is provided and the collection of the related revenue is reasonably assured, revenues are recorded over the term of the charter as service is provided and recognized on a pro-rata basis over the duration of the voyage or time charter adjusted for the off-hire days that a vessel spends undergoing repairs, maintenance or upgrade work. A voyage is deemed to commence upon the later of the completion of discharge of the vessel’s previous cargo or the time it receives a contract that is not cancelable and is deemed to end upon the completion of discharge of the current cargo.  A time charter contract is deemed to commence from the time of the delivery of the vessel to an agreed port and is deemed to end upon the re-delivery of the vessel at an agreed port. We generally enter into a charter agreement for the vessel’s next voyage or time charter prior to the time of discharge of the previous cargo or completion of previous time charter. We do not begin recognizing voyage or time charter revenue until a charter contract has been agreed to both by us and the customer, even if the vessel has discharged its cargo or completed  the previous time charter and it is sailing to the anticipated load port for its next voyage or to the port it will be delivered to the next charterer. Demurrage income, which in included in voyage revenues, represents payments received from the charterer when loading or discharging time exceeded the stipulated time in the voyage charter and is recognized when earned. Probable losses on voyages are provided for in full at the time such losses can be estimated.

For the Company’s vessels operating in chartering pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent basis in accordance with an agreed-upon formula, which is determined by points awarded to each vessel in the pool based on the vessel’s age, design and other performance characteristics. For vessels that simultaneously participate in spot chartering pools and cargo pools (pools of contracts of affreightment, also called, short funds; in the Company’s case, participation in cargo pools requires participation in spot chartering pools), a combined time charter equivalent revenue is provided by the operator of the vessel and cargo pools. Revenues and voyage expenses are recognized during the period services were performed, the collectability has been reasonably assured, an agreement with the pool exists and price is determinable.

Charter fees received in advance is recorded as a liability (deferred revenue) until charter services are rendered.

Vessels operating expenses comprise all expenses relating to the operation of the vessels, including crewing, insurance, repairs and maintenance, stores, lubricants, spares and consumables, professional and legal fees and miscellaneous expenses. Vessel operating expenses are recognized as incurred; payments in advance of services or use are recorded as prepaid expenses. Voyage expenses are incurred when the vessel is chartered under a voyage charter and comprise all expenses relating to particular voyages, including bunkers, port charges, canal tolls, and agency fees. Voyage expenses are recognized on a pro-rata basis over the estimated length of the each voyage. The impact of recognizing voyage expenses on a pro-rata basis over the length of the each voyage is not materially different on a quarterly and annually basis from a method of recognizing such expenses as incurred.



 
F-14
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


2.
Summary of Significant Accounting Policies - Continued

Dry-docking and special survey expenses

Dry-docking and special survey expenses are deferred and amortized over the estimated period to the next scheduled dry-docking or special survey, which are generally two and a half years and five years, respectively.  Unamortized dry-docking and special survey expenses of vessels that are sold are written-off to income in the year of the vessel’s sale.

Pension and retirement benefit obligations – crew

The ship-owning companies employ the crews on board the vessels under short-term contracts (usually up to 9 months).  Accordingly, they are not liable for any pension or post retirement benefits.

Financing costs

Loan arrangement fees are deferred and amortized to interest expense over the duration of the underlying loan using the effective interest method. Unamortized fees relating to loan repaid or refinanced are expensed in the period the repayment or refinancing occurs.

Assets held for sale

It is the Company’s policy to dispose of vessels when suitable opportunities occur and not necessarily to keep them until the end of their useful life. The Company classifies vessels as being held for sale when: management has committed to a plan to sell the vessels; the vessels are available for immediate sale in its present condition; an active program to locate a buyer and other actions required to complete the plan to sell the vessels have been initiated; the sale of the vessels is probable, and transfer of the asset is expected to qualify for recognition as a completed sale within one year; the vessels are being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Long-lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell.  These vessels are not depreciated once they meet the criteria to be classified as held for sale.

Impairment of long-lived assets

Impairment losses are recognized on long-lived assets used in operations when indicators of impairment are present and if the carrying amount of the long-lived asset is not recoverable from the undiscounted cash flows estimated to be generated by those assets and the asset’s carrying amount is less than its fair value. In determining fair value and future benefits derived from use of long-lived assets, the Company performs an analysis of the anticipated undiscounted future net cash flows of the related long-lived assets.  If the carrying value of the related asset exceeds its undiscounted future net cash flows, the carrying value is reduced to its fair value. Various factors including future charter rates and vessel operating costs are included in this analysis. The Company did not note, for all years presented, any events or changes in circumstances indicating that the carrying amount of its vessels may not be recoverable.

 
F-15
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


2.
Summary of Significant Accounting Policies - Continued


Fair value of time charter acquired

The Company records all identified tangible and intangible assets or any liabilities associated with the acquisition of a vessel at fair value. Where vessels are acquired with existing time charters, the Company determines the present value of the difference between: (i) the contractual charter rate and (ii) the prevailing market rate for a charter of equivalent duration. In discounting the charter rate differences in future periods, the Company uses its Weighted Average Cost of Capital (WACC) adjusted to account for the credit quality of the charterer.  The capitalized above-market (assets) and below-market (liabilities) charters are amortized as a reduction and increase, respectively, to voyage revenues over the remaining term of the charter.

Stock incentive plan awards

Share-based compensation represents vested and nonvested restricted shares granted to employees and to non-employee directors, for their services as directors, as well as to non-employees and is included in “Other general and administrative expenses” in the consolidated statements of income. These shares are measured at their fair value equal to the market value of the Company's common stock on the grant date. The shares that do not contain any future service vesting conditions are considered vested shares and a total fair value of such shares is expensed on the grant date. The shares that contain a time-based service vesting condition are considered nonvested shares on the grant date and a total fair value of such shares recognized on a straight-line basis over the requisite service period. In addition, nonvested awards granted to non-employees are measured at its then-current fair value as of the financial reporting dates until non-employees complete the service (Note 13).

Investments

The Company classifies unrestricted publicly traded investments as trading securities and records them at fair value. For trading securities, the Company records unrealized gains or losses resulting from changes in fair value between measurement dates as a component of Gain on trading securities. Net unrealized gains and losses recognized during the reporting period on trading securities still held at the reporting date amounted to $0, $0 and $98,744 for the years ended December 31, 2005, 2006 and 2007, respectively. None of the trading securities were sold during the period. Purchases of, or proceeds from, the sale of trading securities are classified as cash flows from operating activities. Upon adoption of Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), the classification of purchases of, or proceeds from, the sale of trading securities will be classified to cash flows from operating activities or cash flows from investing activities based upon the Company’s intent with respect to these securities ( see Note 2 – Recent Accounting Pronouncements).




 
F-16
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


2.
Summary of Significant Accounting Policies - Continued

Derivative financial instruments

Every derivative instrument (including certain derivative instruments embedded in other contracts) are recorded in the balance sheet as either an asset or liability measured at its fair value with changes in the instruments' fair value recognized currently in earnings unless specific hedge accounting criteria are met.
 
For the year ended December 31, 2005, the interest rate swaps did not qualify for hedge accounting treatment.  Accordingly, all gains or losses have been recorded in the consolidated statement of income. There were no interest rate swaps for the years ended December 31, 2006 and 2007.

Earning per common share

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. The weighted-average number of common shares outstanding does not include any potentially dilutive securities or any unvested restricted shares of common stock. These unvested restricted shares, although classified as issued and outstanding at December 31, 2007, are considered contingently returnable until the restrictions lapse and will not be included in the basic net income per share calculation until the shares are vested.

Diluted net income per share gives effect to all potentially dilutive securities. The Company’s outstanding warrants and nonvested restricted shares were potentially dilutive securities during the twelve months ended December 31, 2007 (Note 14).

Segment reporting

The Company reports financial information and evaluates its operations by charter revenue and not by the length of ship employment for its customers, i.e. spot or time charters.  The Company does not use discrete financial information to evaluate the operating results for each such type of charter. Although revenue can be identified for these types of charters, management cannot and does not identify expenses, profitability or other financial information for these charters.  As a result, management, including the chief operating decision maker, reviews operating results solely by revenue per day and operating results of the fleet and thus the Company has determined that it operates under one reporting segment. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographical information is impracticable.

Recent accounting pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. SFAS No. 157 is effective for financial assets and liabilities in fiscal years beginning after November 15, 2007 and for non-financial assets and liabilities in fiscal years beginning after March 15, 2008. The Company does not expect the adoption of SFAS No. 157 to have a material impact on Company’s consolidated financial statements.


 
F-17
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


2.
Summary of Significant Accounting Policies - Continued

In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115” (SFAS No. 159”) which provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility in financial reporting that can occur when related assets and liabilities are recorded on different bases. SFAS No. 159 amends FASB Statement No. 95, “Statement of Cash Flows” (“SFAS No. 95”) and FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS No. 115”). SFAS No. 159 specifies that cash flows from trading securities, including securities for which an entity has elected the fair value option, should be classified in the statement of cash flows based on the nature of and purpose for which the securities were acquired. Before this amendment, SFAS No. 95 and SFAS No. 115 specified that cash flows from trading securities must be classified as cash flows from operating activities. This statement is effective for the Company beginning January 1, 2008. Upon adoption, the Company will be classifying proceeds from sales of trading securities within the statement of cash flows as an operating or investing activity based on the intention for which any securities are acquired. The Company does not expect any of the other provisions of SFAS No. 159 to have a material impact on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”).  SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired.  SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination.  SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008, and will be adopted by the Company in the first quarter of fiscal 2009.  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 141(R) on the Company's consolidated results of operations and financial condition.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51 (“SFAS No. 160”).”  SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated.  SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.  SFAS No. 160 is effective for fiscal years beginning after December 15, 2008, and will be adopted by the Company in the first quarter of fiscal 2009.  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 160 on the Company's consolidated results of operations and financial condition.

In March 2008 the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Acitivities” (“SFAS No. 161”).  The new standard is intended to improve financial reporting about derivative instruments and heding activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows.  It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 161 on the Company's consolidated results of operations, cash flows and financial condition.

 
F-18
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)

3.
Inventories

This consisted of the following:
   
2006
   
2007
 
Lubricants
    637,758       1,232,341  
Victualling
    78,373       145,767  
Bunkers
    -       525,570  
Total
    716,131       1,903,678  


4.
Vessels, net

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

   
 Costs
   
Accumulated
Depreciation
   
Net Book
 Value
 
                   
                   
Balance, January 1, 2006
    76,582,041       (24,247,144 )     52,334,897  
-Depreciation for the year
    -       (6,277,328 )     (6,277,328 )
-Purchase of vessels
    55,479,929       -       55,479,929  
-      Vessels held for sale
    (6,119,713 )     4,336,873       (1,782,840 )
-      Sale of vessels
    (12,411,482 )     8,151,166       (4,260,316 )
Balance, December 31, 2006
    113,530,775       (18,036,433 )     95,494,342  
-Depreciation for the year
    -       (16,423,092 )     (16,423,092 )
-Purchase of vessels
    159,177,734       -       159,177,734  
Balance, December 31, 2007
    272,708,509       (34,459,525 )     238,248,984  

M/V Pantelis P was sold in May 2006 and the Company recognized net gain from the sale of $2,165,799. Depreciation expense for M/V Pantelis P for the year ended December 31, 2006 amounted to $107,587.  M/V John P was sold in July 2006 and the Company recognized net gain from the sale of $2,280,057. Depreciation expense for M/V John P for the year ended December 31, 2006 amounted to $60,067 (see Note 11).

On December 19, 2006, Searoute Maritime Ltd., a wholly-owned subsidiary of the company, signed a Memorandum of Agreement to sell M/V “Ariel”, a handysize bulk carrier of 33,712 DWT built in 1977 for a gross price of $5,350,000 with 2% sales commissions. The vessel was delivered to the buyers on February 22, 2007 resulting in a gain of approximately $3,400,000.  M/V “Ariel” is presented as “vessel held for sale” in the consolidated balance sheet as of December 31, 2006.  The vessel was already fully depreciated as of December 19, 2006 and, therefore, its classification as “vessel held for sale” had no effect on the depreciation.  The book value of M/V “Ariel” (representing its estimated salvage value) as of December 31, 2006 was $1,782,840.



 
F-19
 

 Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


4.
Vessels, net - Continued


The Company, in 2006, acquired M/V “Tasman Trader”, M/V “Aristides N.P.” and M/V “YM Xingang I”.

M/V “Tasman Trader” was acquired for $10,775,000 with an existing time charter (see Note 7) below the prevailing market charter rate.  Consequently, the Company recorded M/V “Tasman Trader” at $12,091,393 consisting of the amount paid plus the present value of the below market charter rate of $1,237,072 and additional cost of acquisition amounting to $79,321.

M/V “Aristides N.P.” was acquired for $23,460,000 with an existing time charter (see Note 7) below the prevailing market charter rate.  Consequently, the Company recorded M/V “Aristides N.P.” at $23,985,752 consisting of the amount paid plus the present value of the below market charter rate of $412,500 and additional cost of acquisition of $113,252.

M/V “YM Xingang I” was acquired for $27,250,000 with an existing time charter (see Note 7) above prevailing market rates.  Consequently, the Company recorded M/V “YM Xingang I” at $19,402,784 which is calculated as the total amount paid less the present value of the above market charter rate of $7,923,480, plus additional acquisition cost of $76,264.

In 2007, the Company acquired a total of seven vessels.

On February 22, 2007, the Company took delivery of M/V “Gregos”, a 38,691 dwt bulk carrier built in 1984.  At the time of purchase, the Company assessed that the vessel’s condition would allow it to operate economically for at least 5 years and decided to use a depreciation life of 28 years for M/V “Gregos” measured from the date of vessel construction in 1984. The vessel underwent dry-docking in June 2007, and, the Company also intends to pass the vessel through its next special survey in 2009.  M/V “Gregos” was acquired for $13,100,000. The Company recorded M/V “Gregos” at $13,165,025 consisting of the amount paid plus additional cost of acquisition amounting to $65,027.

On April 12, 2007, the Company took delivery of M/V “Manolis P”, a 20,356 dwt / 1,452 teu container carrier built in 1995. M/V “Manolis P” was acquired for $19,150,000. The Company recorded M/V “Manolis P” at $19,210,275 consisting of the amount paid plus additional cost of acquisition amounting to $60,275.

On June 13, 2007, the Company took delivery of M/V “Clan Gladiator”, a 30,007 dwt / 1,742 teu container carrier built in 1992. M/V “Clan Gladiator” was acquired for $25,700,000. The Company recorded M/V “Clan Gladiator” at $25,753,439 consisting of the amount paid plus additional cost of acquisition amounting to $53,439. On May 9, 2008, M/V “Clan Gladiator” was renamed M/V “OEL Transworld”.

On August 7, 2007, the Company took delivery of M/V “Jonathan P”, a 33,667 dwt / 1,932 teu container carrier built in 1990. M/V “Jonathan P” was acquired for $18,700,000. The Company recorded M/V “Jonathan P” at purchase at $18,791,829, consisting of the amount paid plus additional cost of acquisition amounting to $91,829, and recorded vessel improvements of $526,244. On April 16, 2008, M/V “Jonathan P” was renamed M/V “OEL Integrity”.

 
F-20
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


4.
Vessels, net - Continued


On August 13, 2007, the Company took delivery of M/V “Despina P”, a 33,667 dwt / 1,932 teu container carrier built in 1990. M/V “Despina P” was acquired for $18,700,000. The Company recorded M/V “Despina P” at purchase at $18,779,334, consisting of the amount paid plus additional cost of acquisition amounting to $79,334, and recorded vessel improvements of $560,475.

On October 4, 2007, the Company took delivery of M/V “Tiger Bridge”, a 31,627 dwt / 2,228 teu container carrier built in 1990. M/V “Tiger Bridge” was acquired for $24,000,000 along with a below market charter of $16,500 per day until July 2009. The Company recorded M/V “Tiger Bridge” at $26,308,421 consisting of the amount paid plus additional cost of acquisition amounting to $44,498 plus the cost of the below market charter estimated at $2,263,923 (see Note 7).

On November 1, 2007, the Company took delivery of M/V “Ioanna P”, a 64,873 dwt bulk carrier built in 1984.  At the time of purchase, the Company assessed that the vessel’s condition would allow it to operate economically for at least 5 years and decided to use a depreciation life of 28 years for M/V “Ioanna P” measured from the date of vessel construction in 1984. The vessel underwent dry-docking in 2007, and, the Company also intends to pass the vessel through its next special survey in 2009.  M/V “Ioanna P” was acquired for $28,600,000 along with a below market time charter of $35,500 per day until July 2008. The Company recorded M/V “Ioanna P” at $36,082,695 consisting of the amount paid plus additional cost of acquisition amounting to $71,137 plus the cost of the below market charter estimated at $7,411,558 (see Note 7).

5.
Deferred Charges, net

This consisted of:
   
2005
   
2006
   
2007
 
Balance, beginning of year
    2,205,178       1,855,829       1,291,844  
Additions
    1,284,733       972,448       5,880,007  
Amortization of dry-docking and
     special survey expenses
    (1,550,338 )     (1,015,510 )     (1,539,981 )
Amortization of loan arrangement fees
    (83,744 )     (74,601 )     (72,715 )
Unamortized portion of dry-docking and special survey expenses written-off upon sale of vessels
      -       (446,322 )     (29,285 )
Balance, end of year
    1,855,829       1,291,844       5,529,870  

The additions of $1,284,733 in 2005 consisted of loan financing fees of $208,500 and dry-docking and special survey expenses of $1,076,233 for two vessels, M/V “Irini” and M/V “John P”. The additions of $972,448 in 2006 consisted of loan financing fees of $151,250 and dry-docking and special survey expenses of $821,198 for two vessels, M/V “Nikolaos P” and M/V “Kuo Hsiung”. The additions of $5,880,007 in 2007 consisted of loan financing fees of $110,000 and dry-docking and special survey expenses of $5,770,007 for seven vessels, M/V “Artemis”, M/V “Ninos”, M/V “Tasman Trader”, M/V “Gregos”, M/V “Manolis P”, M/V “Despina P” and M/V “OEL Integrity” (ex M/V “Jonathan P”).

 
F-21
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)

6.           Accrued Expenses

The accrued expenses account consisted of:
   
2006
   
2007
 
             
Accrued follow-on offering expenses
    458,329       193,919  
Accrued payroll expenses
    72,807       152,843  
Accrued interest
    291,567       498,317  
Accrued general and administrative expenses
    199,678       503,560  
Other accrued expenses
    210,804       694,946  
Total
    1,233,185       2,043,585  

7.
Fair Value of Above or Below Market Time Charters Acquired

M/V “Tasman Trader” was acquired on April 27, 2006 with an outstanding time charter terminating on December 17, 2008 with a charter rate of $8,850 per day and M/V “Aristides N.P.” was acquired on September 4, 2006 with an outstanding time charter contract terminating on November 8, 2006 with a charter rate of $19,750 per day.  These charter rates were below the market rates for equivalent time charters prevailing at the time the foregoing vessels were acquired.  The present values of the below the market charters were estimated by the Company at $1,237,072 and $412,500, respectively, and were recorded as liabilities in the consolidated balance sheets.  Net voyage revenues included $318,872 as amortization of the below market rate charters for M/V “Tasman Trader” and $412,500 for M/V “Aristides N.P.” for the year ended December 31, 2006 and $465,503 for M/V “Tasman Trade” for the year ended December 31, 2007.  The unamortized below market rate charter for M/V “Tasman Trader” was $918,200 and $452,697 and none for M/V “Aristides N.P.” as of December 31, 2006 and 2007, respectively, and is recorded as a liability in the consolidated balance sheets.

M/V “YM Xingang I” was acquired on November 15, 2006 with an outstanding time charter terminating on July 21, 2009 with a charter rate of $26,650 per day.  This charter rate was above the market rates for equivalent time charters prevailing at the time.  The present value of the above the market charter was estimated by the Company at $7,923,480, and was recorded as an asset in the consolidated balance sheets.  Net voyage revenues included a reduction of $380,003 and $2,938,963 as amortization of the above market rate charter for M/V “YM Xingang I” for the years ended December 31, 2006 and 2007, respectively. The remaining unamortized above market rate charter was $7,543,477 and $4,604,514 as of December 31, 2006 and 2007, respectively, and is recorded as a long term asset in the consolidated balance sheets.

M/V “Tiger Bridge” was acquired on October 4, 2007 with an outstanding time charter terminating on August 4, 2009 with a charter rate of $16,500 per day.  This charter rate was below the market rates for equivalent time charters prevailing at the time.  The present value of the below-market charter was estimated by the Company at $2,263,924, and was recorded as a liability in the consolidated balance sheets.  Net voyage revenues included $298,946 as amortization of the below-market rate charter for M/V “Tiger Bridge” for the year ended December 31, 2007. The remaining unamortized above market rate charter was $1,964,977 as of December 31, 2007.


 
F-22
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


7.
Fair Value of Above or Below Market Time Charters Acquired - continued

M/V “Ioanna P” was acquired on November 1, 2007 with an outstanding time charter terminating on August 4, 2008 with a charter rate of $35,500 per day.  This charter rate was below the market rates for equivalent time charters prevailing at the time.  The present value of the below-market charter was estimated by the Company at $7,441,558 and was recorded as a liability in the consolidated balance sheets.  Net voyage revenues included $1,626,260 as amortization of the below-market rate charter for M/V “Ioanna P” for the year ended December 31, 2007. The remaining unamortized above market rate charter was $5,785,298 as of December 31, 2007.

8.
Related Party Transactions

The Company’s vessel owning companies are parties to management agreements with Eurobulk Ltd. (“Management Company”), which is controlled by members of the Pittas family, whereby the Management Company provides technical and commercial vessel management for a fixed daily fee of Euro 590 per vessel for 2005, an average of Euro 608 for 2006 and Euro 628 for 2007 under the Company’s Master Management Agreement (see below).  Vessel management fees paid to the Management Company amounted to $1,911,856, $2,266,589 and $3,669,137 in 2005, 2006 and 2007, respectively. These agreements were renewed on January 31, 2005 and amended in August and October 2006 with an initial term of five years and will automatically be extended after the initial term until terminated by the parties.  Termination is not effective until two months following notice having been delivered in writing by either party after the expiration of the initial five-year period. An annual adjustment of the management fee due to inflation as provided under the management agreement took effect on the annual anniversary of the agreement on January 31, 2006 increasing the management fee by Euro 20 per vessel per day to Euro 610 and on January 31, 2007 to Euro 630 per vessel per day. Eurobulk Ltd. agreed not adjust the daily management fee for inflation in 2008.  The Company’s master management agreement with Eurobulk - effective as of October 1, 2006 and with an initial term of five years until September 30, 2011 – was amended and renewed for five years on February 7, 2008 with effect from January 1, 2008.  Future inflation adjustments will take effect on January 1.

In addition to the vessel management services, Eurobulk provides us with management services for the Company’s needs as a public company. In 2006, compensation for such services to us as a public company was $508,750, incremental to the management fee.  The Euroseas Board of Directors approved an increase of the management services fee to $700,000 per year starting July 1, 2007, resulting in total cost for such services in 2007 of $608,750.  On February 7, 2008, as part of the amended and renewed master management agreement, the Board of Directors approved a further increase to this component of the management fee to $1,100,000 per year starting on January 1, 2008 to be adjusted for inflation every January 1.


 
F-23
 


Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


8.
Related Party Transactions - Continued

Amounts due to or from related parties represent net disbursements and collections made on behalf of the vessel-owning companies by the Management Company during the normal course of operations for which a right of off-set exists.  As of December 31, 2006 and 2007, the amount due from related companies was $2,649,259 and $5,291,196, respectively. Based on the master management agreement between Euroseas Ltd. and Euroseas’ shipowning subsidiaries and Eurobulk Ltd. an estimate of the quarter’s operating expenses, expected drydock expenses, vessel management fee and fee for management executive services is to be advanced in the beginning of quarter to Eurobulk Ltd.  For the fleet as of December 31, 2007 this advance is estimated between $7,500,000 and $9,000,000 excluding any advances needed for drydock expenses and is paid in advance around the beginning of each quarter. Interest earned on funds deposited in related party accounts is credited to the account of the ship-owning companies or Euroseas Ltd.

The Company uses brokers for various services, as is industry practice.  Eurochart S.A., a company controlled by certain members of the Pittas family, provides vessel sale and purchase services, and chartering services to the Company whereby the Company pays commission of 1% of the vessel sales price and 1.25% of charter revenues.  Commission expenses for the years ended December 31, 2007 and 2006 for vessel sales were $53,500 and $96,000, respectively, incurred for the sale of M/V “Ariel” in 2007, and, sale of M/V “Pantelis P” and M/V “John P” in 2006; there were no sales of vessels in 2005. Eurochart S.A. also received 1% commission for vessel acquisitions from the sellers of the vessels that the Company acquired. Commissions to Eurochart S.A. for chartering services were $536,180, $492,149 and $1,124,416 in 2005, 2006 and 2007, respectively.

Certain members of the Pittas family, together with another unrelated ship management company, have formed a joint venture with the insurance broker Sentinel Maritime Services Inc., and with a crewing agent More Maritime Agencies Inc. The shareholders’ percentage participation in these joint ventures was 48% in 2005, 78% in 2006 and 78% in 2007.  Sentinel Maritime Services Inc. is paid a commission on premium not exceeding 5%; More Maritime Agencies Inc. is paid a fee of $50 per crew member per month. Total fees charged by Sentinel Marine Services Inc. and More Maritime Agencies Inc. were $219,400 and $45,277, in 2005, $60,750 and $79,495, in 2006, and, $67,900 and $117,145 in 2007, respectively.  These amounts are recorded in “Vessel operating expenses” under “Operating expenses”.


 
F-24
 


Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


9.
Long-Term Debt

This consisted of bank loans of the ship-owning companies are as follows:

Borrower
   
December 31,
2006
   
December 31,
2007
 
Diana Trading Limited
(a)
  $ 4,180,000     $ 2,100,000  
Alcinoe Shipping Limited (2006)/
   Oceanpride Shipping Limited/
   Searoute Maritime Ltd/
   Oceanopera Shipping Ltd
 
 
 
(b)
        3,800,000           2,600,000  
Alterwall Business Inc./
  Allendale Investments S.A
 
(c)
    11,750,000       7,950,000  
Salina Shipholding Corp.
(d)
    12,000,000       8,500,000  
Xenia International Corp
(e)
    7,720,000       6,660,000  
Prospero Maritime Inc.
(f)
    15,500,000       13,100,000  
Xingang Shipping Ltd. / Alcinoe Shipping Ltd
(g)
    20,000,000       16,000,000  
Manolis Shipping Ltd.
(h)
    -       9,680,000  
Trust Navigation Corp.
(i)
    -       15,000,000  
        74,950,000       81,590,000  
Less: Current portion
      (18,040,000 )     (25,575,000 )
Long-term portion
    $ 56,910,000     $ 56,015,000  

The future annual loan repayments are as follows:

To December 31:
     
2008
    25,575,000  
2009
    12,450,000  
2010
    14,450,000  
2011
    6,250,000  
2012
    5,710,000  
Thereafter
    17,155,000  
Total
  $ 81,590,000  


 
F-25
 

Euroseas Ltd. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
 Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


9.         Long-Term Debt - continued

(a)
This consisted of a loan amounting to $4,900,000 and $1,000,000 drawn in 2002.  The loan is payable in twenty-four consecutive quarterly installments of $220,000 each, and a balloon payment of $620,000 payable together with the final quarterly installment due in October 2008.  The interest is based on LIBOR plus 1.6% per annum.

 
An additional loan of $4,200,000 was drawn on May 9, 2005.  The loan is payable in twelve consecutive quarterly installments consisting of four installments of $450,000 each, and eight installments of $300,000 each with the final installment due in May 2008.  The interest is based on LIBOR plus 1.25% per annum.

(b)
Alcinoe Shipping Ltd., Oceanpride Shipping Ltd., Searoute Maritime Ltd. and Oceanopera Shipping Ltd.   drew, in 2005, $13,500,000 against a loan facility for which they are jointly and severally liable.  The loan is payable in twelve consecutive quarterly installments consisting of two installments of $2,000,000 each, one installment of $1,500,000, nine installments of $600,000 each and a balloon payment of $2,600,000 payable with the final installment due in May 2008.  The interest is based on LIBOR plus 1.5% per annum.

The Company made two additional early repayments for a total of $3,000,000 from the sales proceeds of M/V “John P” and M/V “Pantelis P” in June 2006 and July 2006. The Company also negotiated a revised repayment schedule starting July 1, 2006, which provides for payment of $300,000 per quarter and a balloon payment of $2,000,000 payable with the final installment due in the second quarter of 2008.  After the sale of the above mentioned vessels in 2006 and the sale of M/V “Ariel” in February 2007, Oceanopera Shipping Ltd., the owner of M/V “Nikolaos P” remains the sole liable entity for this loan facility.

(c)
Allendale Investments S.A. and Alterwall Business Inc. drew $20,000,000 on May 26, 2005 against a loan facility for which they are jointly and severally liable.  The loan is payable in twenty-four unequal consecutive quarterly installments of $1,500,000 each in the first year, $1,125,000 each in the second year, $775,000 each in the third year, $450,000 each in the fourth through sixth years and a balloon payment of $1,000,000 payable with the final installment due in May 2011.  The interest is based on LIBOR plus 1.25% per annum as long as the outstanding loan amount remains below 60% of the fair market value (FMV) of M/V “Ninos” and M/V “Kuo Hsiung” and plus 1.375% if the outstanding loan amount is above 60% of the FMV of such vessels.

(d)
This is a $15,500,000 loan drawn by Salina Shipholding Corp. on December 30, 2005.  The loan is payable in ten consecutive semi-annual installments consisting of six installments of $1,750,000 each and four installments of $650,000 each and a balloon payment of $2,400,000 payable with the final installment due in January 2011. The interest is based on LIBOR plus a margin that ranges between 0.9%-1.1%, depending on the asset cover ratio. The loan is secured with the following: (i) first priority mortgage over M/V “Artemis”, (ii) first assignment of earnings and insurance of M/V “Artemis”, (iii) a corporate guarantee of Euroseas Ltd., (iv) a minimum cash balance equal to an amount of no less than $300,000 in an account Salina Shipholding Corp. maintains with the bank, and, (v) overall liquidity (cash and cash equivalents) of $300,000 for each of the Company’s vessels throughout the life of the facility.

 
F-26
 

Euroseas Ltd. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Years ended December 31, 2005, 2006 and 2007
 (All amounts expressed in U.S. Dollars)


9.         Long-Term Debt - continued


(e)
This is an $8,250,000 loan drawn by Xenia International Corp. on June 30, 2006.  The loan is payable in twenty three consecutive quarterly installments consisting of $265,000 each and a balloon payment of $2,155,000 payable with the final quarterly installment due in March 2012. The interest is based on LIBOR plus a margin of 0.95%. The loan is secured with the following: (i) first priority mortgage over M/V “Tasman Trader”, (ii) first assignment of earnings and insurance of M/V “Tasman Trader”, (iii) a corporate guarantee of Euroseas Ltd., and, (iv) overall liquidity (cash and cash equivalents) of $300,000 for each of the Company’s vessels throughout the life of the facility.

(f)
This is a $15,500,000 loan drawn by Prospero Maritime Inc. on September 4, 2006.  The loan is payable in fourteen consecutive semi-annual installments consisting of two installments of $1,200,000 each, one installment of $1,000,000 each and eleven installments of $825,000 each and a balloon payment of $3,025,000 payable with the final semi-annual installment due in September 2013. The interest is based on LIBOR plus a margin that ranges between 0.9%-0.95%, depending on the asset cover ratio. The loan is secured with the following: (i) first priority mortgage over M/V “Aristides N.P.”, (ii) first assignment of earnings and insurance of M/V “Aristides N.P.”, (iii) a corporate guarantee of Euroseas Ltd., (iv) a minimum cash balance equal to an amount of no less than $300,000 in an account Prospero Maritime Inc. maintains with the bank, and, (v) overall liquidity (cash and cash equivalents) of $300,000 for each of the Company’s vessels throughout the life of the facility.

(g)
This is a $20,000,000 loan drawn by Xingang Shipping Ltd. on November 15, 2006; Alcinoe Shipping Ltd., owner of the M/V “Gregos”, became a guarantor to the loan in March 2007. The loan is payable in eight consecutive quarterly installments of $1.0 million each, the first of which is due in February 2007, followed by four consecutive quarterly installments of $750,000 each, followed by sixteen consecutive installments of $250,000 each and a balloon payment of $5.0 million payable with the final quarterly instalment due in November 2013. The interest was based on LIBOR plus a margin of 0.935% initially; after Alcinoe Shipping Ltd. became a guarantor the rate became 0.90%. The loan is secured with the following: (i) first priority mortgage over M/V “YM Xingang I”, (ii) first assignment of earnings and insurance, (iii) a corporate guarantee of Euroseas Ltd. and (iv) a third mortgage on M/V “Irini” also financed by the same bank.

(h)
This is a $10,000,000 loan drawn by Manolis Shipping Ltd. on June 11, 2007. The loan is payable in thirty-two consecutive quarterly instalments of $160,000 each, the first of which is due in September 2007, plus a balloon payment of $4,880,000 payable with the final quarterly instalment in June 2015. The interest is based on LIBOR plus a margin of 0.80% if the ratio of the outstanding loan to the vessel value is below 55%, otherwise the margin is 0.90%.  The loan is secured with the following: (i) first priority mortgage over M/V “Manolis P”, (ii) first assignment of earnings and insurance, (iii) a corporate guarantee of Euroseas Ltd. and (iv) a minimum cash balance equal to an amount of no less than $300,000 in an account Manolis Shipping Ltd. maintains with the bank.  Other covenants and guarantees are similar to the rest of the loans of the Company.


 
F-27
 

Euroseas Ltd. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Years ended December 31, 2005, 2006 and 2007
 (All amounts expressed in U.S. Dollars)


9.         Long-Term Debt - continued

(i)
This is a $15,000,000 loan drawn by Trust Navigation Corp. on November 1, 2007. The loan is payable in four consecutive quarterly instalments of $1,850,000 each, the first of which is due in February 2008, followed by four consecutive quarterly instalments of $750,000 each, followed by four consecutive quarterly instalments of $550,000 each, plus a balloon payment of $2,400,000 payable with the final quarterly instalment in November 2010. The interest is based on LIBOR plus a margin of 0.90%.  The loan is secured with the following: (i) first priority mortgage over M/V “Ioanna P”, (ii) first assignment of earnings and insurance, (iii) a corporate guarantee of Euroseas Ltd. and (iv) a minimum cash balance equal to an amount of no less than $300,000 in an account Trust Navigation Corp. maintains with the bank.  Other covenants and guarantees are similar to the rest of the loans of the Company.

In addition to the terms specific to each loan described above, all the above loans are secured with one or more of the following:

·
first priority mortgage over the respective vessels on a joint and several basis.
·
first assignment of earnings and insurance.
·
a personal guarantee of one shareholder.
·
a corporate guarantee of Euroseas Ltd.
·
a pledge of all the issued shares of each borrower.

The loan agreements contain covenants such as restrictions as to changes in management and ownership of the vessel shipowning companies, distribution of profits or assets, additional indebtedness and mortgage of vessels without the lender’s prior consent, sale of vessels, maximum fleet leverage, sale of capital stock of our subsidiaries, ability to make investments and other capital expenditures, entering in mergers or acquisitions, minimum requirements regarding the hull ratio cover, minimum cash balance requirements and minimum cash retention accounts (restricted cash).  The loans agreements also require the Company to make deposits in retention accounts with certain banks that can only be used to pay the current loan instalments. Minimum cash balance requirements are in addition to cash held in retention accounts. These cash deposits amounted to $3,846,621 and $6,239,879 as of December 31, 2006 and 2007, respectively, and are shown as “Restricted cash” under “Current Assets” and “Long-Term Assets” in the consolidated balance sheets. The Company is not in default of any of the foregoing covenants.

Interest expense for the years ended December 31, 2005, 2006 and 2007 amounted to $1,412,127, $3,324,257 and $4,777,524 respectively.  At December 31, 2007, LIBOR for the Company’s loans was on average approximately 5% and the average interest rate on our debt was approximately 6.0%.

 
F-28
 


Euroseas Ltd. and subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


10.       Derivative Financial Instruments

The losses for the period ended December 31, 2005 arose from interest rate swaps entered into in 2004 and settled in 2005 that did not meet the criteria for hedge accounting treatment.  The Company did not enter into any derivative transaction in 2006 or 2007.
 
11.       Income Taxes

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

Pursuant to the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operations of ships is generally exempt from U.S tax if the company operating the ships meets certain requirements. Among other things, in order to qualify for this exemption, the company operating the ships must be incorporated in a country, which   grants an equivalent exemption from income taxes to U.S corporations. All the company’s ship-operations subsidiaries satisfy this particular criterion.  In addition, these Companies must be more than 50% of the value of the stock is owned, directly or indirectly, by individuals who are residents as defined in the countries of incorporation or another foreign country that grants an equivalent exemption to U.S corporations, the “50% Ownership Test”, or, the stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, the “Publicly-Traded Test.”. These companies also satisfied the more that “50% Ownership Test” requirement for 2005, 2006 and 2007. In addition, the management of the Company believes that by virtue of the special rule applicable to situations where the ship operating companies are beneficially owned by a publicly traded company like the Company, the “Publicly-Traded Test” will be satisfied for 2008 and thereafter, but no assurance can be given that this will remain so, since continued compliance with this rule is subject to factors outside the Company’s control.



 
F-29
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


12.
Commitments and Contingencies

(a)
There are no material legal proceedings to which the Company is a party or to which any of its properties are subject, other than routine litigation incidental to the Company’s business.  In the opinion of the management, the disposition of these lawsuits should not have a material impact on the consolidated results of operations, financial position and cash flows.
(b)
The distribution of the net earnings by one of the chartering pools which has one of the Company’s vessels in its pool has not yet been finalized for the year ended December 31, 2007.  The effect on the Company’s income resulting from a subsequent reallocation of pool income on the results for the year was not significant.
(c)
Future minimum time charter revenue net of commissions, based on non-cancelable time charter contracts as of December 31, 2007 will be $40.7 million for 2008, $10.9 million for 2009, $3.3 million for 2010, $3.2 million for 2011 and $0.5 million for 2012 assuming the scheduled drydockings and special surveys (20-25 days every two and a half years) and one additional offhire day per quarter to account for any unscheduled off-hire time.

13.
Stock Incentive Plan

 
On July 17, 2007, the Board of Directors terminated the Company’s 2006 Stock Incentive Plan without making any awards. On October 25, 2007, the Board of Directors approved the Company’s 2007 Stock Incentive Plan (the “Plan”). The Plan is administered by the Board of Directors which can make awards totaling in aggregate up to 600,000 shares as over the next 10 years. The persons eligible to receive awards under the Plan are officers, directors, and executive, managerial, administrative and professional employees of the Company or Eurobulk or Eurochart, (collectively, “key persons”) as the Board, in its sole discretion, shall select based upon such factors as the Board shall deem relevant.  Awards may be made under the Plan in the form of incentive stock options, non-qualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, unrestricted stock, restricted stock units and performance shares.  The Board awarded 135,000 nonvested restricted shares to 12 key persons on December 18, 2007 of which 50% vested on December 20, 2007 with the remaining will vest on December 15, 2008 subject to continuous employment with the Company. Awards to officers and directors amounted to 80,000 shares; the remaining 55,000 shares were awarded to employees of Eurobulk. An additional award of 150,000 nonvested restricted shares was made to the same 12 key persons on February 7, 2008 of which 50% will vest on August 7, 2008 and 50% on August 7, 2009; awards to officers and directors amounted to 95,000 shares and the remaining 55,000 shares were awarded to employees of Eurobulk.
 
 
All nonvested restricted shares are conditional upon the grantee’s continued service as an employee of the Company, Eurobulk or as a director until the applicable vesting date. The grantee does not have the right to vote such unvested restricted shares until they vest or exercise any right as a shareholder of these shares, however, the unvested shares will accrue dividends as declared and paid which will be retained by the Company until the share vest at which time they are payable to the grantee. As of December 31, 2007 the unvested restricted shares accrued no dividends. As unvested restricted share grantees accrue dividends on awards that are expected to vest, such dividends are charged to retained earnings.
 


 
F-30
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


13.
Stock Incentive Plan - continued

 
The Company estimates the forfeitures of nonvested restricted shares to be immaterial. The Company will, however, re-evaluate the reasonableness of its assumption at each reporting period.
 

The compensation cost that has been charged against income for those plans was $822,782 for the year ended December 31, 2007.
 
A summary of the status of the Company’s nonvested shares as of December 31, 2007, and changes during the year ended December 31, 2007, is presented below:
 
 
Unvested Shares
 
Shares
   
Weighted-Average Grant-Date Fair Value
 
Unvested at January 1, 2007
    -       -  
Granted
    135,000     $ 1,602,450  
Vested
    67,500     $ 801,225  
Forfeited
    -       -  
Unvested at December 31, 2007
    67,500     $ 801,225  
 
As of December 31, 2007, there was $790,952 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan based on the closing stock price of $12.4 on December 31, 2007 used for the valuation of the shares awarded to non-employees. That cost is expected to be recognized over a weighted-average period of 0.956 years. The total fair value of shares vested during the year ended December 31, 2007 was $797,925 and the recognized portion of the unvested shares was $24,857.
 



 
F-31
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


14.
Earnings Per Share

Basic and diluted earnings per common share are computed as follows:

   
2005
   
2006
   
2007
 
Income:
                 
Net income
    25,178,454       20,069,407       40,664,064  
Basic earnings per share:
                       
Weighted average common shares –
    Outstanding
     10,739,476        12,535,365        21,566,619  
Basic earnings per share
    2.34       1.60       1.89  
Effect of dilutive securities
                       
Warrants
    -       -       78,301  
Weighted average common shares –
    Outstanding
     10,739,476        12,535,365       21,644,920  
Diluted earnings per share
    2.34       1.60       1.88  

During the year ended December 31, 2007, 248,463 warrants were exercised for gross proceeds of $2,683,400.  As of December 31, 2007, the Company has outstanding warrants that entitle their holders to purchase 337,125 shares of common stock at an exercise price of $10.80 per share. The exercise price of then outstanding 585,589 warrants was above the average market price of the Company’s shares during the years ended December 31, 2005 and 2006. Consequently, the Company’s warrants were anti-dilutive and not included in the computation of diluted earnings per share for the years ended December 31, 2005 and 2006.

In April 2005, the Company decided to distribute to its original shareholders in advance of going public most of the profits relating to the Company’s operations up to that time; the Company, declared and paid dividend in the amount of $27,525,000 ($2.78 per share) and return of capital in the amount of $16,700,000 ($1.69 per share); after its private placement in August 2005, the Company declared and paid a dividend of $2,650,223 ($0.21 per share) for a total dividend / return of capital in 2005 of $46,875,223 ($4.67 per share).  In 2006 and 2007, the Company declared and paid dividends of $9,465,082 ($0.75 per share) and $20,278,535 ($1.00 per share), respectively.


 
F-32
 

Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


15.           Voyage, Vessel Operating Expenses and Commissions

These consisted of:
   
Year ended December 31,
 
   
2005
   
2006
   
2007
 
Voyage expense
                 
Port charges and canal dues
    234,535       289,496       335,091  
Bunkers
    416,712       845,123       547,046  
Agency fees
    19,304       20,119       15,326  
Total
    670,551       1,154,738       897,463  
                         
Vessel operating expenses
                       
Crew wages and related costs
    4,281,680       5,132,985       8,152,303  
Insurance
    1,525,683       1,591,986       2,256,024  
Repairs and maintenance
    515,373       314,132       481,557  
Lubricants
    484,930       808,338       1,815,340  
Spares and consumable stores
    1,465,063       1,811,691       3,235,221  
Professional and legal fees
    23,975       31,488       74,050  
Others
    313,575       678,197       1,225,637  
Total
    8,610,279       10,368,817       17,240,132  

Commission consisted of commissions charged by:

   
Year ended December 31,
 
   
2005
   
2006
   
2007
 
Third parties
    1,852,169       1,337,385       2,799,036  
Related parties (see Note 8)
    536,180       492,149       1,224,996  
      2,388,349       1,829,534       4,024,032  


 
F-33
 


Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


16.       Financial Instruments

The principal financial assets of the Company consists of cash on hand and at banks, interest rate swaps and accounts receivable due from charterers. The principal financial liabilities of the Company consist of long-term loans and accounts payable due to suppliers.

Interest rate risk

The Company entered into interest rate swap contracts as economic hedges to its exposure to variability in its floating rate long term debt. Under the terms of the interest rate swaps the Company and the bank agreed to exchange, at specified intervals the difference between a paying fixed rate and floating rate interest amount calculated by reference to the agreed principal amounts and maturities.  Interest rate swaps allow the Company to convert long-term borrowings issued at floating rates into equivalent fixed rates. Even though the interest rate swaps were entered into for economic hedging purposes, the derivatives described below do not qualify for accounting purposes as fair value hedges, under FASB Statement No. 133, Accounting for derivative instruments and hedging activities , as the Company does not have currently written contemporaneous documentation, identifying the risk being hedged, and both on a prospective and retrospective basis performed an effective test supporting that the hedging relationship is highly effective. Consequently, the Company recognizes the change in fair value of these derivatives in the consolidated statements of income. The Company had derivative instruments only in 2005.

  Concentration of credit risk

Financial instruments, which potentially subject the Company to significant concentration of credit risk consist primarily of cash and trade accounts receivable. The Company places its temporary cash investments, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluation of the relative credit standing of these financial institutions that are considered in the Company’s investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its accounts receivable.

  Fair value

The carrying values of cash, accounts receivable and accounts payable are reasonable estimates of their fair value due to the short term nature of these financial instruments. The fair value of long term bank loans bearing interest at variable interest rates approximates the recorded values. The fair value of trading securities is based on the closing price on the last day of the reporting period.



 
F-34
 


Euroseas Ltd. and Subsidiaries
Notes to the consolidated financial statements
Years ended December 31, 2005, 2006 and 2007
(All amounts expressed in U.S. Dollars)


17.       Subsequent Events

 
a)
On February 7, 2008, the Board of Directors declared a cash dividend of $0.30 per Euroseas Ltd. common share.  Such cash dividend was paid on or about March 14, 2008 to the holders of record of Euroseas Ltd. common shares as of March 4, 2008.

 
b)
On February 7, 2008, the Board of Directors granted a stock incentive award of 150,000 shares to directors, officers and key persons, 50% of which will vest on August 7, 2008 and the remaining 50% on August 7, 2009.

 
c)
On February 7, 2008, the Board of Directors approved the Amended Master Management Agreement with Eurobulk Ltd. under which the annual part of the management fee to Eurobulk Ltd. is increased to $1.1 million as of January 1, 2008 while the daily management fee per vessel will remain at Euro 630 for 2008 as Eurobulk Ltd. agreed to forgo the scheduled - as of February 1, 2008 - inflation increase. Both components of the management fee are scheduled to be adjusted for inflation on January 1 of each year.

 
d)
On May 8, 2008, the Board of Directors declared a cash dividend of $0.31 per Euroseas Ltd. common share.  Such cash dividend was paid on or about June 18, 2008 to the holders of record of Euroseas Ltd. common shares as of June 6, 2008.








 
F-35
 




Exhibit 4.9

MASTER MANAGEMENT AGREEMENT


This Amended Master Management Agreement (the “ Agreement ”), dated as of February 7th,, 2008 amends the Master Management Agreement dated as of September 29th 2006 and amended on  the 17 th of July 2007 between Euroseas Ltd. (the “ Company ”), in its own capacity and as agent for each of its vessel owning subsidiaries identified in Schedule A hereto together with any additional subsidiaries that may acquire vessels in the future (the “ Subsidiarie s”) and Eurobulk Ltd. (the “ Manager ”).

WHEREAS

(A)
The Subsidiaries are the registered owners of the ships (the “ Vessels ”) described in Schedule A annexed hereto, as such Schedule may be amended from time to time.

(B)
The Company has retained the Manager to provide, subject to the terms and conditions set forth herein, management services in respect of the Vessels and to the Company and the Manager is willing and able to provide such management services.

(C)
The Company and the Manager wish to restate their current agreement in a comprehensive manner.  This Agreement is not intended to alter any substantive arrangements between the parties except renewing its term and adjusting the fees payable.


NOW therefore, in consideration of the foregoing and for other good and valuable consideration, the parties hereto agree as follows:

1.
APPOINTMENT

 
1.
The Manager is hereby appointed by the Company as manager and the Manager hereby agrees to act as manager of the Vessels and to the Company.

 
2.
The Manager undertakes to use its best endeavours to provide the following services to the Vessels, namely: Crewing, Technical Management, Insurance, Freight Management, Accounting, Chartering, Sale and Purchase, Provisions, Bunkering and Operation (the “ Services ”).  The parties acknowledge that in performing these services the Manager may use other agents, consultants, brokers etc as is customary, some of which may be affiliates. In particular the parties acknowledge that the Manager’s exclusive agent in respect of Chartering and Purchase and Sale transactions is Eurochart S.A, an affiliate.

 
3.
The Manager undertakes to use its best endeavours to provide the following services to the Company: compliance with SEC rules and regulations, compliance with Sarbanes-Oxley and various other services related to the proper administration of the Company’s obligations for the proper operation of the Vessels (the “ Services ”).

 
 
 


 
4.
The Manager shall render advice and provide executive services to the Company from time to time, including, but not limited to, the services of a chief executive officer, a chief financial officer, a chief administrative officer, an internal auditor and a secretary and such other matters as may be mutually agreed between the Manager and the Company. The executive services shall only be performed by the following persons: President and Chief Executive officer by Aristides J Pittas; Chief Financial officer and Treasurer by Anastasios Aslidis; Chief Administrative Officer by Symeon Pariaros, Internal Auditor by Konstantine Xarhas and Secretary by Stephania Karmiri. Any other person performing any of these services must first be approved by the Company in writing.

 
5.
The terms of conditions under which the Manager will provide the Services to the Vessels are set out in the attached BIMCO standard Ship Management Agreement (“ SHIPMAN ”) as amended, which is hereby attached - Schedule B. Each Subsidiary will sign a management agreement with the Manager. The terms and conditions of this Agreement in relation to the Services to be provided by the Manager to the Vessels shall prevail over the terms and conditions of the SHIPMAN to the extent the two are inconsistent or in conflict.

 
6.
In the exercise of its duties to the Vessels, Manager shall act faithfully and diligently according to prudent shipping management standards and is entitled to provide the services in its own discretion, subject however to the terms and conditions of SHIPMAN.

2.
TERM

The engagement of the Manager shall start on February 7, 2008 and continue through February 6, 2013 (the “ Initial Term ”) and shall automatically be renewed thereafter for 5 years unless terminated by the Company or Manager by written notice to the other on or before the 90 th day preceding the scheduled termination date, unless sooner terminated as hereinafter provided in section 6  below.

3.
PLACE OF PERFORMANCE

The Manager shall render the services at one or more suitable locations selected by the parties.

4.
REMUNERATION

In consideration of Manager’s Services, the Company will pay the Manager a fee broken down in two parts:

1) a lump sum fee payable directly by the Company of $1,100,000 per annum payable in advance in four quarterly installments. This amount will be adjusted annually (every February but valid retroactively since January 1 st ) for inflation  as measured by the official inflation rate in Greece for the preceding year.


 
 
 

2) a daily fee of Euro 630 per day per vessel payable by each Subsidiary. This amount will be adjusted annually (every February but valid retroactively since January 1 st ) for the official inflation rate in Greece for the preceding year.

5.
EXPENSES

In order to facilitate Manager’s carrying out its duties hereunder to the Company, the Company shall promptly reimburse Manager for all reasonable expenses paid or incurred by or on behalf of the Manager in the performance of Manager’s Services and shall reimburse the Manager for  any fees and/or commissions charged to the Manager by other agents,consultants,brokers etc.

6.
TERMINATION

This Agreement can be terminated:

a)
For cause, which shall mean a party’s willful misconduct in any material respect, or the material breach or material failure by a party to perform its duties or responsibilities hereunder or under any SHIPMAN, which shall not have been cured within 10 days after receipt of written notice;
 
 
b)
On at least 90 days written notice prior to the end of the Initial Term or prior to the expiration of any applicable renewal term;
 
 
c)
If the Company or the Manager ceases to conduct business, or all or substantially all of the properties or assets of either party is sold, seized or appropriated; or
 
 
d)
The Company or the Manager file a petition under any bankruptcy law or make an assignment for the benefit of their creditors, or otherwise seek relief under any law for the protection of debtors or shall adopt a plan of liquidation or a petition shall be filed against Company or Manager seeking to have it declared an insolvent or a bankrupt, and such petition is not dismissed or stayed within 90 days of its filing, or if Company or Manager shall admit in writing its insolvency or its inability to pay its debts as they mature, or if an order is made for the appointment of a liquidator, manager, receiver or trustee of Company or Manager of all or a substantial part of its assets, then this Agreement shall forthwith terminate and be of no further force and effect.

7.
CONFIDENTIAL INFORMATION

Manager agrees that, during its engagement by the Company and at all times thereafter, it will not disclose to others except to its employees, agents, advisors or representatives, directly or indirectly, any confidential information, which is in the nature of trade secrets, relating to the business, prospects or plans of the Company or the Subsidiaries.  Upon termination of the engagement with the Company, Manager shall surrender to the Company any and all work papers, reports, manuals, documents and the like (including all originals and copies thereof) in its or its agents or representatives’ possession which contain any such confidential information.


 
 
 
 
8.
NONEXCLUSIVE ENGAGEMENT
 
During the term of this Agreement, Manager shall be permitted to engage in such other business activities and perform services for entities other than the Company and the Subsidiaries; provided , however , Manager shall at all times provide sufficient staffing to satisfactorily perform the Services to be provided hereunder and Manager’s engagement in rendering services to entities other than the Company shall not substantially interfere with or adversely affect its provision of the Services hereunder.

9.
NOTICES

Any and all notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given and received when delivered personally or three (3) days after mailing, if mailed by registered or certified mail, return receipt requested.  Either party may change its mailing address for the purposes of this Agreement by notice to the other as herein provided.

10.
AUTHORITY

The Company represents to Manager that this Agreement has been duly authorized on behalf of the Company by its Board of Directors. Manager represents to the Company that this Agreement has been duly authorized on behalf of the Manager by its Board of Directors, that it is free to enter into this Agreement and that its entering into this Agreement does not violate any obligation that it has to any other person or legal entity.

11.
SEPARABILITY

In the event that any provision of this Agreement would be held to be invalid or unenforceable for any reason unless narrowed by construction, this Agreement shall be construed as if such invalid or unenforceable provision had been more narrowly drawn so as not to be invalid or unenforceable.  If, notwithstanding the foregoing, any provision of this Agreement shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement.

12.
MISCELLANEOUS

(a)           This Agreement sets forth the entire understanding of the Company and Manager with respect to the subject matter hereof and cannot be amended or modified except by a writing signed by each of the parties hereto.  No waiver of any term, condition or obligation of this Agreement shall be valid unless in writing and signed by the waiving party.  No failure or delay by either the Company or Manager in exercising any right or remedy under this Agreement will waive any provision of this Agreement, nor will any single or partial exercise by either the Company or Manager of any right or remedy under this Agreement preclude any of them from otherwise or further exercising the rights or remedies contained herein, or any other rights or remedies granted by any law or any related document.

(b)           The Section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of said Sections.

 
 
 

(c)           This Agreement shall be deemed to be a contract under the laws of Greece and shall be construed and enforced in accordance with the laws of said state. Any dispute under this Agreement shall be determined exclusively by the Courts of Athens. However, for disputes arising between the Subsidiaries and the Manager, the choice of law and the jurisdiction are governed by the terms of the SHIPMAN.

(d)           This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, taken together, shall constitute a single original document.

(e)           It is understood and agreed among the parties that in rendering services hereunder, Manager is an independent contractor of the Company and shall not be deemed to constitute a director, officer or employee of the Company solely in respect of this Agreement.

(f)           The Company shall have no obligation to any person entitled to the benefits of this Agreement with respect to any tax obligation any such person incurs as a result of or attributable to this Agreement or arising from any payments made or to be made hereunder or thereunder.

(g)           The provisions of this Agreement which by their terms call for performance subsequent to termination of this Agreement shall so survive such termination.

(h)           This Agreement may not be transferred, assigned or delegated by any of the parties hereto without the prior written consent of the other parties hereto.

(i)           (1)           The Company hereby confirms to and agrees with Manager with respect to any and all matters arising out of or in connection with its engagement as a Manager hereunder, that Manager shall be entitled to receive the benefits of all indemnification provisions contained in the bylaws of the Company to the fullest extent permitted by applicable law at the time of the assertion of any liability against Manager.  Without limiting the generality of the foregoing, the Company hereby covenants and agrees that Manager shall be entitled to receive any and all indemnification to which Manager would have been entitled had it or they acted as an officer or director of the Company, including, without limitation, such indemnification benefits as may hereafter be extended or otherwise made available by the Company to its executive officers.

(2)           Manager shall cooperate fully with the Company in the prosecution or defense, as the case may be, of any and all actions, governmental inquiries or other legal proceedings in which Manager's assistance may be requested by the Company.  Such cooperation shall include, among other things, making documents in Manager's custody or control available to the Company or its counsel, making itself available for interviews by the Company or its counsel, and making itself available to appear as a witness, at deposition, trial or otherwise.  Any and all reasonable and necessary vouchered out-of-pocket expenses incurred by Manager in fulfilling its obligations under this paragraph 12(i) shall be reimbursed by the Company.

(3)           The provisions of this Section 12(i) shall survive the termination or expiration of this Agreement.

 
 
 


IN WITNESS WHEREOF, the parties have executed this Management Agreement as of the date first written above.

Euroseas Ltd.


By:   /s/ Aristides J. Pittas
Name: Aristides J. Pittas
Title:   Chairman of the Board,President, CEO

Eurobulk Ltd.


By:   /s/ Nicholaos Pittas
Name: Nikolaos Pittas
Title: Director
 

EXHIBIT 4.17
 

 
DATED: 7th JUNE 2007
 
MANOLIS SHIPPING LIMITED
 
-AND-
 
EFG EUROBANK ERGASIAS S.A
 
LOAN AGREEMENT
FOR THE AMOUNT OF USD 10,000,000
M.V MANOLIS P




 

 
 
 

CONTENTS

 
PAGE NO
     
1
PURPOSE, DEFINITIONS AND INTERPRETATION
1
2
DISBURSEMENT
8
3
CONDITIONS PRECEDENT
9
4
REPRESENTATIONS AND WARRANTIES
10
5
ARRANGEMENT FEE
15
6
EVIDENCE
15
7
REPAYMENT AND PREPAYMENT
16
8
INTEREST AND INTEREST PERIODS
17
9
THE MASTER SWAP AGREEMENT
19
10
PAYMENTS ACCOUNTS & CALCULATIONS
21
11
UNLAWFULNESS AND INCREASED COSTS
22
12
SECURITY
23
13
COVENANTS
24
14
EVENTS OF DEFAULT
29
15
APPLICATION OF RECEIPTS
32
16
ACCOUNTS
33
17
INDEMNITY
36
18
REMEDIES AND WAIVERS
37
19
LEGAL IMMINENCE
38
20
COUNTERPARTS
38
21
INVALIDITY
38
22
ASSIGNMENT
38
23
EXPENSES
39
24
NOTICE
39
25
GOVERNING LAW AND JURISDICTION
40
 
SCHEDULE I
41
 
SCHEDULE III
53
 
SCHEDULE IV
54
 
SCHEDULE V
55


 


THIS AGREEMENT is dated the seventh (7 th ) day of June two thousand seven and made
 
BETWEEN
 
1.             MANOLIS SHIPPING LIMITED being a company incorporated in accordance with the laws of the Republic of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, Republic of Marshall Islands (referred to below as “the Borrower”); and
 
2.             EFG EUROBANK ERGASIAS S.A., a banking societe anonyme duly incorporated under the laws of Greece, having its registered office at 8, Othonos Street, Athens, Greece, acting for the purposes of this Agreement through its office at 83, Akti Miaouli, 185 38 Piraeus, Greece (referred to below as “the Bank”).
 
WHEREAS
 
At the request of the Borrower, the Bank has agreed to advance to the Borrower a secured loan facility in the amount of up to United States Dollars ten million (USD 10,000,000) upon the terms and conditions hereinafter set forth.
 
IT IS HEREBY AGREED as follows:-
 
1            PURPOSE, DEFINITIONS AND INTERPRETATION
 
The purpose of the Loan shall be to make available to the Borrower a facility in the amount of United States Dollars ten million (USD 10,000,000) by one (1) advance for the purpose of financing working capital needs and other corporate purposes associated with the Vessel (as hereinafter defined)
 
In this Agreement unless the context otherwise requires the following terms shall have the following meanings:
 
“Advance Ratio” means at any time the ratio of the Loan to the market value of the Vessel as determined in accordance with the terms of this Agreement.
 
“Affiliate” with respect to any person at any time, means any entity directly or indirectly controlling, controlled by or under common control with that person at that time. For purposes of this definition, “person” means any individual or legal entity or union of individuals, “control” means the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “controlling” and “controlled” have correlative meanings.
 
“Agreed Rate” means a rate agreed between the Bank and the Borrower on the basis of which (instead of LIBOR) the interest rate is determined pursuant to Clause 8.1. hereof
 
“ Agreement ” means this Loan Agreement and the documents referred to in Clause 12 hereof as well as every other document from time to time executed to secure the Indebtedness.
 
“Annex VI ” means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997).
 
“Applicable Interest Rate” means the rate of Interest based on LIBOR as determined in Clause 8.1. hereof.
 
“Arrangement Fee” means the fee to be paid by the Borrower to the Bank pursuant to Clause 5 hereof.
 

 
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“Bank” means EFG EUROBANK ERGASIAS S.A., a banking societe anonyme duly incorporated under the laws of Greece, having its registered office at 8, Othonos Street, Athens, Greece, acting for the purposes of this Agreement through its office at 83, Akti Miaouli, 185 38 Piraeus, Greece or through any other branch notified to the Borrower from time to time pursuant to Clause 24 and its successors and assignees and transferees.
 
“Banking Day” means a day on which banks in New York, London, Athens and Piraeus are open for business. However in respect of a day on which a payment in Dollars is required to be made hereunder to the Bank, Banking Day shall mean a day on which dealings in deposits in Dollars are carried on in the London Interbank Market and on which banks are open for business in London, and New York City.
 
“Borrower” means Manolis Shipping Limited a company duly incorporated under the laws of the Republic of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, Republic of Marshall Islands.
 
“Break Costs” means all costs, liability or loss including a loss of prospective profit, premiums or penalties incurred by the Bank in the circumstances contemplated by Clause 17.1., or as a result of it receiving any prepayment of all or any part of the Loan (whether pursuant to Clause 7 or otherwise), or any other payment under or in relation to the Security Documents on a day other than the due date for payment of the sum in question, and includes (without limitation) any losses or costs incurred in liquidating or re-employing deposits from third parties acquired to effect or maintain the Loan, and any liabilities, expenses or losses incurred by the Bank in terminating or reversing, or otherwise in connection with, any Transaction or any other interest rate transaction or arrangement entered into by any Bank to hedge any exposure arising under this Agreement, or in terminating or reversing, or otherwise in connection with, any open position arising under this Agreement.
 
“Commitment” means the aggregate principal amount which the Bank has agreed to lend to the Borrower hereunder as reduced by any relevant term of this Agreement
 
“ Company ” means Eurobulk Ltd. of Liberia, as the company responsible for the Vessel’s compliance with the ISM Code pursuant to paragraph 1.1.2 of the ISM Code.
 
“ Confirmation ” means a Confirmation exchanged, or deemed exchanged, between the Bank and the Borrower as contemplated by the Master Swap Agreement.
 
“Corporate Guarantee” means the corporate guarantee referred to in Clause 12.1.(c) hereof
 
“Corporate Guarantor” means Euroseas Ltd., a company duly incorporated under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, Republic of Marshall Islands or any other legal entity(ies) nominated by the Borrower and accepted by the Bank which have, or as the context may require, shall or may at any time guarantee the obligations of the Borrower under this Agreement and/or those of the other Security Parties to the Bank.
 
“Credit Support Document” means any document described as such in the Master Swap Agreement and, where the context permits, any other document referred to in any Credit Support Document which has the effect of creating an Encumbrance in favour of the Bank.
 
“Currency of Account” means, in relation to any payment to be made to the Bank under or pursuant to any of the Security Documents, the currency in which that payment is required to be made by the terms of the relevant Security Documents.
 

 
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“Credit Support Provider” means any person (other than the Borrower) described as such in the Master Swap Agreement.
 
“Default Rate” means the rate of Interest per annum determined in accordance with the provisions of Clause 8.4 hereof.
 
“Designated Transaction(s)” means a Transaction which fulfils the following requirements:
 
 
A.
It is entered by the Borrower at its request and subject to the Bank’s consent pursuant to the Master Swap Agreement with the Bank;
 
 
B.
It is designated by the Borrower, by delivery by the Borrower to the Bank of a notice of designation in the form set out in Schedule V as a Designated Transaction for the purposes of the Security Documents; and
 
 
C.
Its purpose is to provide interest and/ or currency swaps or any other transaction to hedge any exposure of the Borrower under the Agreement for a period expiring not later that the final Repayment Date.
 
“Dollars” and “$” means the lawful currency of the United States of America and in respect of all payments to be made hereunder or under any of the Security Documents means funds which are for same day settlement in the New York Clearing House InterBank Payments System (or such other same day Dollar funds as the Bank may determine to be customary for the settlement of international Banking transactions denominated in Dollars).
 
“ Drawdown Date ” means the date being a Banking Day falling not later than the Latest Permissible Drawdown Date on which the Commitment is advanced or, as the context may require, is to be advanced to the Borrower.
 
“ Drawdown Notice ” means a notice substantially in the form set out in the Schedule III attached hereto.
 
“ Earnings ” means all earnings of the Vessel whatsoever, due or to become due to or for the account of the Borrower at any time during the period commencing on the Drawdown Date and terminating on the date upon which all moneys payable or to become payable under any of the Security Documents shall have been paid and discharged in full, including all freight, hire and passage moneys, compensation payable to the Borrower in the event of requisition of the Vessel for hire, remuneration for salvage and towage services, demurrage and detention moneys, contributions of any nature whatsoever in respect of general average, damages for breach (or payments for variation or termination) of any charterparty or other contract for employment of the Vessel as well as all and any sums recoverable under all the insurances of the Vessel including the insurances in respect of loss of Earnings and/or any other losses and/or liabilities of the Borrower in respect of the Vessel.
 
“Environmental Affiliate” means any person having a contractual relationship with any of the Borrower or any other Relevant Party in connection with any Relevant Ship or its operation, or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from the Relevant Ship.
 
“Environmental Approval” means any approval, licence, permit, exemption, or authorisation applicable on any Relevant Ship under any applicable Environmental Law.
 
“Environmental Claim” means any and all enforcement, clean up, removal or other governmental or regulatory actions or orders pursuant to any Environmental Law or Environmental Approval together with claims made by any third party relating to damage, contribution, loss or injury, resulting from
 

 
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any actual or threatened emission, spill, release or discharge of a Material of Environmental concern from any Relevant Ship
 
“ Environmental Law ” means all laws regulations conventions and agreements whatsoever applicable to any Relevant Ship relating to pollution or protection of the human health or the environment including without limitation the carriage of Materials of Environmental concern and actual or threatened emissions, spills, releases or discharges of Materials of Environmental concern
 
“Event of Default” or “Default” means any of those events specified in Clause 14 hereof or in any of the Security Documents.
 
“ Expenses ” means the aggregate at any relevant time (to the extent that the same have not been received or recovered by the Bank) of:
 
(a)
all losses, liabilities, costs, charges, expenses, damages and outgoings of whatever nature, (including, without limitation, taxes, repair costs, fees of Bank Advisors and/or Consultants, registration fees and insurance premiums, crew wages, repatriation expenses and seamen’s pension fund dues) suffered, incurred, charged to or paid or committed to be paid by the Bank in connection with the exercise of the powers referred to in or granted by any of the Security Documents or otherwise payable by the Borrower or any of them in accordance with the terms of any of the Security Documents;
 
(b)
the expenses referred to in Clause 23.
 
(c)
interest on all such losses, liabilities, costs, charges, expenses, damages and outgoings from the date on which the same were suffered, incurred or paid by the Bank until the date of receipt or recovery thereof at a rate per annum calculated in accordance with Clause 8.4.
 
 
“ Facility Period ” means the period beginning on the date of this Agreement and ending on the date when the whole of the Indebtedness has been repaid in full and the Borrower has ceased to be under any further actual or contingent liability to the Bank under or in connection with the Security Documents.
 
“Flag State” means the Republic of Marshall Islands or such other state or territory acceptable to the Bank under which the Vessel will be and remain registered throughout the Facility Period as the “Flag State” of the Vessel for the purposes of the Security Documents.
 
 “General Assignment” means the general assignment of all insurances, earnings, and requisition compensation of the Vessel referred to in Clause 12.1.(e) hereof.
 
“ Guarantor ” means the Corporate Guarantor.
 
“ Group ” means the Borrower, the other Security Parties and all other entities and/or businesses substantially owned and/or controlled by and/or managed by the same person(s).
 
“ IAPPC ” means a valid international air pollution prevention certificate for the Vessel issued under Annex VI.
 
“ Indebtedness ” means the Loan; any Swap Exposure; all other sums of any nature (together with all interest on any of those sums) which from time to time may be payable by the Borrower to the Bank pursuant to the Security Documents; any damages payable as a result of any breach by the Borrower of any of the Security Documents; and any damages or other sums payable as a result of any of the obligations of the Borrower under or pursuant to any of the Security Documents being disclaimed by a liquidator or any other person, or, where the context permits, the amount thereof for the time being outstanding.
 

 
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“Interest Payment Date” means in respect of the Loan or of any part thereof, in respect of which a separate Interest Period is fixed, the last day of the relevant Interest Period and in case of any Interest Period which overruns three (3) months, the last day of each such three (3) month period(s).
 
“Interest Period” means any period for the calculation of interest in respect of the Loan determined pursuant to Clauses 8.2. hereof.
 
“ISM Code” means the International Safety Management Code (including the gu delines on its implementation), adopted by the International Maritime Organization Assembly as Resolutions A. 741(18) and A. 788 (19), as the same may be amended or supplemented from time to time. The terms “Safety Management System”, “Safety Management Certificate”, “Document of Compliance” and “Major Non-Conformity” shall have the same meanings as are given to them in the ISM Code.
 
“ISPS Code” means the International Code for the Security of Ships and of Port Facilities (including Appendixes) adopted by one of the resolutions that were adopted on 12 December 2002 by the Conference of Contracting Governments to the International Convention for the Safety of Life at Sea 1974 (London, 9 to 13 December 2002) as the same may be amended or supplemented from time to time.
 
“ ISPS Company ” means, at any given time, the company responsible for the Vessel’s compliance with the ISPS Code.
 
“ ISSC ” means a valid international ship security certificate for the Vessel issued under the ISPS Code.
 
“Latest Permissible Drawdown Date” means the 15 th June 2007 being the latest date for drawdown of the Loan pursuant to Clause 2 hereof or such later date as the Bank may agree in writing.
 
“ LIBOR ” means, for an Interest Period the rate, rounded to the nearest four decimal places downwards (if the digit displayed in the fifth decimal place is 1,2,3 or 4) or upwards (if the digit displayed in the fifth decimal place is 5,6,7,8 or 9) displayed as the British Bankers’ Association Interest Settlement Rate (or such other rate as may replace it at any time during the Facility Period) on any information service selected by the Bank on which that rate is displayed, for deposits in the Currency of Account for a period equal in length to the relevant Interest Period, or (if the Bank is for any reason unable Ito ascertain that rate) the rate, rounded (unless the Borrower shall have entered into an interest rate swap or other instrument with the Bank for the purpose of hedging all or any part of the Borrower’s interest rate risk under this Agreement, in which event no rounding shall apply) upwards to the nearest whole multiple of one-sixteenth of one per centum, at which deposits in the Currency of Account of amounts comparable to the amount of the Facility (or any relevant part of the Facility) are offered to the Bank for a period equal in length to the relevant Interest Period.
 
“ Loan ” means the aggregate principal amount owing to the Bank hereunder at any time.
 
“Manager” means Eurobulk Ltd. of the Republic of Liberia, established in Greece under law 89/67, 378/68, 27/75 and 814/78 as amended by law 2234/94 with a branch office in Greece at 40, Agiou Konstantinou Str., Aethrion, Maroussi, Greece or any other legal entity nominated by the Borrower as the Manager of the Vessel and accepted by the Bank and includes its successors in title.
 
“Manager’s Undertaking” means the manager’s undertaking referred to in Clause 12.1.(i) hereof.
 
“ Margin ” means as the case may be:
 

 
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(i)
zero point ninety per cent (0.90%) per annum as long as the Advance Ratio is greater than or equal to 55% of the Loan (“Margin A”); and
 
 
(ii)
zero point eighty percent (0.80%) per annum, as long as the Advance Ratio is less than 55% of the Loan (“Margin B”) .
 
“Master Agreement Security Deed” means the security deed executed or (as the context may require) to be executed by the Borrower in favour of the Bank as a condition precedent to the execution of the Master Swap Agreement, such deed to be in a form acceptable to the Bank in its absolute discretion;
 
“Master Swap Agreement” means the master swap agreement (on the 1992 ISDA (Multicurrency-Crossborder) form) and the schedule collateral thereto dated the same date as this Agreement and entered into between the Borrower and the Bank and include all Designated Transactions from time to time entered into and Confirmations of Designation Transactions from time to time exchanged under the said master swap agreement.
 
“Material Adverse Effect” means a material adverse effect on the Borrower’s ability to meet its obligations to the Bank under any of the Security Documents.
 
“Material of Environmental Concern” means any object or material which may cause environmental damage, including pollutants, contaminants, toxic substances, oil as defined in the United States Oil Pollution Act of 1990 and all hazardous substances as defined in the United States Comprehensive Environmental Response, Compensation and Liability Act 1988
 
“Minimum Value” means, at any time, an amount equal at least to a percentage of one hundred twenty (120%) of the Loan and the Swap Exposure.
 
“ Month ” means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started, provided that (i) if there is no such numerically corresponding day, it shall end on the last Banking Day of such next calendar month and (ii) if such numerically corresponding day is not a Banking Day, the period shall end on the next following Banking Day of such next calendar month but if there is no such Banking Day it shall end on the preceding Banking Day and “months” and “monthly” shall be construed accordingly;
 
“ Mortgage ” means the first preferred Marshall Islands mortgage referred to in Clause 12.1 .(d) hereof.
 
“Net Worth” means the value of the total assets minus total liabilities, as expressed in the financial statements.
 
“Notional Amount”, in respect of any Designated Transaction, means the Notional Amount as defined in the Confirmation relating to that Designated Transaction.
 
“Operating Account” means each one of them individually and/or collectively of the account(s) opened or to be opened by the Borrower with the Bank as per Clause 16.3 hereof.
 
“ Pledges ” means:
 
(a)
a pledge agreement(s) creating security in respect of the Operating Account to be held with the Bank in the name of the Borrower and/or in the name of the Corporate Guarantor in respect of the Vessel (the “Operating Account Pledge(s)”); and
 

 
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(b)
a pledge agreement creating security in respect of the Retention Account to be held with the Bank in the name of the Borrower (the “Retention Account Pledge”);
 
“Potential Event of Default” means any event which, with the giving of notice and/or the, passage of time and/or the satisfaction of any materiality test, would constitute an Event of Default.
 
“Relevant Jurisdiction” means any jurisdiction in which or where any Security Party “Repayment Instalment" means each instalment payable pursuant to Clause 7 hereof.is incorporated, resident, domiciled, has a permanent establishment, carries on, or has a place of business or is otherwise effectively connected;
 
“ Relevant Party ” means the Borrower and/or any other party being a member of the Group.
 
“Relevant Ship” means the Vessel and any other vessels from time to time owned by, managed by, crewed by or chartered to any Relevant Party (whether before or after the dale of this Agreement).
 
“Repayment Dates” means each of the dates for the payment of the Repayment Instalment sums falling at three monthly intervals, the first Repayment Date to occur three (3) months after the Drawdown Date and each of the subsequent Repayment Dates to occur at consecutive intervals of three (3) months thereafter pursuant to Clause 7 hereof.
 
“Repayment Instalment” means each instalment payable pursuant to Clause 7 hereof.
 
“Retention Account” means the account opened or to be opened by the Borrower with the Bank as per Clause 16.4 of this Agreement
 
“Security Documents” means this Agreement, the documents referred to in Clause 12 hereof and any other document from time to time executed to secure the Indebtedness.
 
“Security Party” means the Borrower and any person (other than the Bank) which is or will become a party to any of the Security Documents.
 
“Specific Assignment” means the specific assignment of the benefit of any charterparty of the Vessel of more that twelve (12) months’ duration and respective notices and acknowledgments thereof Clause 12.1.(f) hereof.
 
“ Subsidiary ” at any time, means any entity of which more than fifty percent (50%) of the outstanding voting stock or other equity interest entitled ordinarily to vote in the election of the directors or other governing body (however designated) of that entity is at the time beneficially owned or controlled directly or indirectly by the Borrower, by one or more such entities or by the Borrower and one or more such entities.
 
“ Swap Exposure ” means, as at any relevant date, the amount certified by the Bank to be the aggregate net amount in Dollars which would be payable by the Borrower to the Bank under (and calculated in accordance with Section 6(e) (Payments on Early Termination) of the Master Swap Agreement if an Early Termination Date had occurred on the relevant date in relation to all continuing Designated Transactions.
 
“ Taxes ” includes all present and future taxes and all stamp and other taxes and levies, imposts, deductions, duties, charges and withholdings whatsoever and public charges in general together with interest thereon fines and penalties with respect thereto, if any, (except taxes on the net income of the Bank imposed in the jurisdiction in which its principal or its lending office is located) and charges, fees or other amounts made on or in respect thereof.
 

 
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“Total Loss” means (a), actual, constructive, compromised or arranged total loss of the Vessel; or (b) compulsory acquisition, or capture, seizure, or confiscation of the Vessel by any government or person acting or purporting to act on behalf of any government or, (c) arrest, blockade, detention or simple loss of the Vessel’s possession or use because of any other reason. For the purpose of this Agreement a Total Loss shall be deemed to have occurred:
 
(a)
in case of an actual total loss at the actual date and time the Vessel was lost or if such date is not known on the date on which the Vessel was last reported;
 
(b)
in the case of constructive on compromised or arranged total loss at the date and time notice of abandonment of the Vessel is given to its insurers;
 
(c)
in the case of capture, seizure, confiscation or compulsory acquisition on the date of such occurrence, unless it is reasonably expected that the Vessel will be soon restored absolutely free to its Owner always provided however that in fact it will be so restored within forty (40) days thereafter at the latest.
       
(d)
in the case of detention, arrest, blockade or loss of the Vessel’s possession and/or use because of any reason whatsoever forty (40) days from the date of such occurrence, unless it is reasonably expected that the Vessel will be soon restored absolutely free to its Owner, always provided however that in fact it will be so restored within forty (40) days thereafter at the latest.
 
“ Transaction ” means a transaction entered into between the Bank and the Borrower governed by the Master Swap Agreement.
 
“ Vessel ” means m.v “MANOLIS P.” built in 1995 in Germany, being of 14962 tons gross 7579 tons net, currently registered under the flag of Marshall Islands with Official Number 2849 and International Call Letters V7MF5 in the name of the Borrower.
 
In this Agreement
 
(a)
unless the context otherwise requires, words denoting the singular number shall include the plural and vice versa;
(b)
references to persons include bodies corporate, bodies unincorporate and individuals.
(c)
references to assets include property, rights and assets of every description;
(d)
references to any document are to be construed as references to such document as amended or supplemented from time to time; and
(e)
references to any enactment include re-enactments, amendments and extensions thereof.
 
2            DISBURSEMENT
 
2.1        Amount
 
Subject to the terms and conditions of the Security Documents and to the satisfaction of all conditions precedent and in reliance on the representations and warranties made in or in accordance with them the Bank agrees to make available to the Borrower a facility in the amount of up to United States Dollars ten million (USD 10,000,000) for the purposes described in Clause 1.
 
2.2        Drawdown
 
Subject to the terms and conditions of this Agreement the Commitment shall be made available to the Borrower following receipt by the Bank from the Borrower of:
 

 
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(a)
a Drawdown Notice in the form set out in Schedule III not later than 10 a.m. two (2) Banking Days before the proposed Drawdown Date of the Commitment.
 
(b)
confirmation of the terms of proposed Insurances (as defined in the Schedule II) and notification of the identities and of the names of the insurers and of the proposed Classification Society not later than 10 a.m. before the proposed Drawdown Date.
 
(c)
the documents and evidences referred to in Schedule I (Conditions Precedent).
 
The giving of the Drawdown Notice shall constitute the Borrower’s irrevocable commitment to borrow the amount referred to therein.
 
2.3        Termination of Commitment
 
Any part of the Commitment remaining undrawn at the end of the Latest Permissible Drawdown Date shall thereupon be automatically cancelled.
 
2.4        Number of Advances
 
The Commitment shall be advanced to the Borrower in full one amount on the Drawdown Date.
 
3           CONDITIONS PRECEDENT
 
3.1       Corporate Documents and Evidences.
 
The obligation of the Bank to make the Commitment available shall be subject to the condition that:
 
(a)
the Bank shall have received, not later than four Banking Days before the day on which the Drawdown Notice for the Commitment is given, the documents and evidence specified in Part 1 of Schedule I in form and substance satisfactory to the Bank;
 
(b)
the Bank shall have received, not later than four Banking Days before the day on which the Drawdown Notice for the Commitment is given, or when this is not possible, simultaneously with such Drawdown, the documents and evidence specified in Part 2 of Schedule I in form and substance satisfactory to the Bank;
 
3.2        Continuing conditions precedent.
 
The obligation of the Bank to advance the Commitment, is subject to the further condition that at the time of giving a Drawdown Notice and on advancing the Commitment no Event of Default has occurred or is about to occur and be continuing. Also that the Arrangement Fee have been received by the Bank in accordance with the provisions of Clause 5 hereof.
 
3.3        General Conditions
 
The obligation of the Bank to advance the Commitment shall be subject to the further condition that there has been no material adverse change in the financial condition and operation of the Security Parties or in their ability to perform their obligations under the Security Documents to which they are a party or a material adverse change of circumstances and that the Bank at the time of receiving a Drawdown Notice in respect of the Commitment shall have received:
 
(a)
Confirmations from Insurance Brokers and Club Managers that the Vessel is fully insured in accordance with the requirements in clause 4.3. (f) and that the Bank’s interest as Mortgagee is duly noted.
 

 
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(b)
The Security Documents duly executed and when appropriate duly registered
 
with the appropriate registry.
(c)
Evidence that the Operating Account for the Vessel has been duly opened and all mandate forms, signature cards and authorities have been duly executed and delivered to the Bank.
 
(d)
Copy of any charterparty or other contract of employment of the Vessel in question which will be in force on the Drawdown Date;
 
3.4       Further Documents
 
The Bank may from time to time request and the Borrower shall, within the period specified by the Bank, deliver to the Bank such further documents certificates and/or opinions as requested at the sole discretion of the Bank.
 
3.5       Waiver of conditions precedent
 
The conditions specified in this Clause 3 are inserted solely for the benefit of the Bank. In case any conditions precedent have not been fulfilled prior to the Drawdown, the Bank may at its option, without prejudice to its right not to make available the Commitment and/or to terminate same, grant to the Borrower a few days period to fulfill such missing conditions precedent.
 
4            REPRESENTATIONS AND WARRANTIES
 
4.1        Continuing representations and warranties
 
The Borrower represents and warrants to the Bank that:
 
(a)
Due incorporation .
 
each of the corporate Security Parties is duly incorporated and validly existing in good standing under the laws of its Relevant Jurisdiction and has power to carry on its business as it is now being conducted and to own its property and other assets;
 
(b)
Corporate power
 
the Borrower has power to borrow the Commitment under this Agreement, to enter into Designated Transactions under the Master Swap Agreement and to make all the payments contemplated by, and to comply with, those Finance Documents to which the Borrower is a party and the Master Swap Agreement and the Borrower and any of the other Security Parties has power to execute and deliver and perform its obligations under the Security Documents to which it is or is to be a party; all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same
 
(c)
Binding obligations
 
the Security Documents constitute or will, when executed, constitute valid and legally binding obligations of the relevant Security Parties enforceable in accordance with their respective terms;
 
(d)
No conflict with other obligations
 
the execution and delivery of, the performance of their obligations under, and compliance with the provisions of the Security Documents by the relevant Security Parties will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which any of the Security Parties is subject, (ii) conflict with, or result in any breach
 

 
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of any of the terms of, or constitute a default under, any agreement or other instrument to which any of the Security Parties is a party or is subject or by which it or any of its property is bound.
 
(e)
No litigation
 
there are no claims or actions pending or to the knowledge of any officer of the Security Parties, threatened and no litigation, arbitration or administrative proceeding is taking place, pending or, to the knowledge of any officer of the Security Parties, is threatened against any of such Security Parties or any of their Affiliates and/or Subsidiaries, which, if adversely determined could have a material adverse effect on the business, assets or financial condition of them, or could affect the validity or enforceability of any of the Security Documents.
 
(f)
No filings required
 
save for the registration of the Mortgage under the laws of the Flag State, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Security Documents, that they or any other instrument be notarised, filed, registered or enrolled in any court, public office or elsewhere or that any tax be paid in any Relevant Jurisdiction on or in relation to the Security Documents and/or to their enforcement.
 
(g)
Choice of law
 
the choice of English law to govern the Security Documents, except the Mortgage which is governed by the law of the flag of the Vessel, the Pledges and the Corporate Guarantee which is governed by the laws of Greece and the submission by the Security Parties to the nonexclusive jurisdiction of the English Courts and/or Piraeus Courts are valid and binding;
 
(h)
No immunity
 
none of the Security Parties is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement) and in case any such immunity will be granted to them the Security Parties concerned will unreservedly waive as against the Bank all their respective rights and/or entitlement to such immunity.
 
(i)
Consents obtained
 
every consent, licence or approval of, or registration with or declaration to, public bodies or authorities or courts required by any Security Party in connection with the execution, delivery, validity, enforceability or admissibility in evidence of each of the Security Documents or the performance by each Security Party of its obligations under the Security Documents has been obtained or made and is in full force and effect;
 
(j)
Financial statements
 
The financial statements of the Security Parties which have been or will be delivered to the Bank are complete and accurate, have been prepared in accordance with generally accepted principles of good accounting practice and fairly present the financial condition of the Security Parties as at the date thereof and the results of their operations.
 

 
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(k)
No adverse changes
 
There has been no material adverse change in the financial condition of the Security Parties or in their ability to perform their obligations under the Security Documents since the date of the above financial statements.
 
4.2       Further Representations and Warranties
 
The Borrower further represents and warrants to the Bank that:
 
(a)
No default under any Indebtedness
 
none of the Security Parties nor any of their Subsidiaries and/or Affiliates are (nor would with the giving of notice or lapse of time or the satisfaction of any other condition be) in breach of or in default under the present or any other agreement relating to indebtedness to which they are a party or by which they may be bound;
 
(b)
Information
 
the information, exhibits and reports furnished by any Security Party to the Bank are true and accurate in all material respects, do not omit material facts and all reasonable enquiries have been made to verify the facts and statements contained therein;
 
(c)
No Taxes
 
no Taxes e.t.c. are imposed by withholding or otherwise on any payment to be made by any Security Party under the Security Documents or are imposed on or by virtue of the execution or delivery by the Security Parties of the Security Documents or any other document or instrument to be executed or delivered under any of the Security Documents;
 
4.3       Representations concerning the Vessel
 
(a)
The Borrower (is and) will be during the life of this Agreement the sole legal owner of Vessel.
 
(b)
The Vessel will conform to existing international regulations, and will be registered as Ships under the laws and flag of the Flag State.
 
(c)
The Vessel is and will be during the life of this Agreement operationally seaworthy and in every way fit for service. The Vessel is and will always continue to be classed in the highest class with a Classification Society member of IACS and approved by the Bank free of all recommendations notations or average damage affecting class and will be insured in accordance with the provisions of this Agreement.
 
(d)
The Vessel will on the drawdown of the Commitment be subject to no charter or contract of affreightment nor to any agreement to enter into any charter or contract other than disclosed to the Bank.
 
(e)
Neither the Vessel, nor the Earnings, or Insurances nor any part thereof will, on the drawdown of the Commitment, or thereafter during the course of this Agreement, be subject to any encumbrances other than encumbrances in favour of the Bank, neither to any participation entitlement of any other except the Borrower.
 

 
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(f)
The Borrower shall keep the Vessel insured at all times during the Loan period, while navigating or in port, to the Bank’s full satisfaction. All insurances shall be in form and substance satisfactory to the Bank and with Underwriters acceptable to it in accordance with the provisions of Schedule II and shall include as a minimum:
 
 
(i)
Hull and Machinery (disbursements and/or an increased value sum insured) for an amount not less than 120% of the aggregate amount of the Loan and the Swap Exposure.
 
 
(ii)
War Risks for the above amount.
 
 
(iii)
Protection and Indemnity (with Excess Liability Insurance for Oil Pollution and FD and D cover).
 
 
(iv)
Mortgagee’s Interest Insurance (MII) to be effected and maintained by the Bank at Borrower’s expense for an amount not less than 120% of the aggregate amount of the Loan and the Swap Exposure.
 
 
(v)
Mortgagee’s Additional Perils (Pollution) (MAPI) (if required by the Bank at its sole discretion) to be effected and maintained by the Bank on account of the Bank at Borrower’s expense for an amount not less than 120% of the aggregate amount of the Loan and the Swap Exposure.
 
(g)
The Vessel will on the Drawdown Date of the Commitment be in the absolute ownership of the Borrower.
 
(h)
There are and there will be no commissions, rebates, premiums or other repayments by or to or on account of the Borrower, any other Security Party other than as disclosed to the Bank by the Borrower in writing.
 
4.4       (a) Compliance with Environmental Laws and Approvals
 
except as may already have been disclosed by the Borrower arid acknowledged in writing by the Bank:
 
 
(i)
the Borrower, the Corporate Guarantor and the other Relevant Parties and to the best of the Borrower’s knowledge and belief their respective Environmental Affiliates have complied, and will comply during the tenure of this Agreement with the provisions of all Environmental Laws applicable at any area the Vessel is sailing in or anchored at.
 
 
(ii)
the Borrower, the Corporate Guarantor and the other Relevant Parties and to the best of the Borrower’s knowledge and belief their respective Environmental Affiliates have obtained all Environmental Approvals and are and will be during the tenure of this Agreement in compliance with all such Environmental Approvals; and
 
 
(iii)
neither the Borrower, nor the Corporate Guarantor, nor any other Relevant Party nor to the best of the Borrower’s knowledge and belief any of their respective Environmental Affiliates has received notice of any Environmental Claim that the Borrower or any other Relevant Party or any such Environmental Affiliate is not in compliance with any Environmental Law or any Environmental Approval;
 

 
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(b)
No Environmental Claims
 
except as may already have been disclosed by the Borrower and acknowledged in writing by the Bank, there is no Environmental Claim pending or, to the best of the Borrower’s knowledge and belief, threatened against the Borrower or the Vessel or any other Relevant Party or any other Relevant Ship or to the best of the Borrower’s knowledge and belief any of their respective Environmental Affiliates;
 
(c)
The Borrower shall not trade within any area if it does not comply with all Environmental Laws applicable in that area, and that it shall require that none of their Environmental Affiliates trade within any area if the Environmental Affiliate cannot or does not comply with all Environmental Laws applicable in that area which relate to the Vessel or its operation or its carriage of cargo;
 
(d)
The Borrower upon the request of the Bank, conduct and complete all reasonably necessary investigations, studies, sampling, audits and testing required in connection with any known (or threatened) Release of Materials of Environmental Concern which would have a Material Adverse Effect; and
 
(e)
The Borrower shall, promptly upon the occurrence of any of the following events, provide to the Bank a certificate specifying in detail the nature of such event and the proposed response of the Borrower or the Environmental Affiliate concerned:
 
 
(i)
the receipt by the Borrower or any Environmental Affiliate of any Environmental Claim which would have a Material Adverse Effect; or
 
 
(ii)
any (or any threatened) Release of Materials of Environmental Concern which would have a Material Adverse Effect,
 
and upon the written request by the Bank, the Borrower shall submit to the Bank, at reasonable intervals, a report updating the status of any occurrence of an Environmental Claim or a Release of Materials of Environmental Concern, which would have a Material Adverse Effect.
 
4.5        ISM Code
 
As regards the Vessel, the Borrower shall:
 
(a)
at all times comply, and be responsible for compliance by itself and by the Vessel, with the ISM Code;
 
(b)
at all times ensure that:
 
 
(i)
the Vessel has a valid Safety Management Certificate;
 
 
(ii)
the Vessel is subject to a safety management system which complies with the ISM Code; and
 
 
(iii)
it has a valid Document of Compliance on board the Vessel to which the Documents of Compliance relates,
 
and shall deliver to the Bank a copy of a valid Safety Management Certificate and a valid Document of Compliance in respect of the Vessel in each case duly certified by an officer of the Borrower;
 

 
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(c)
promptly notify the Bank of any actual or threatened withdrawal of an applicable Safety Management Certificate or Document of Compliance;
 
(d)
promptly notify the Bank of the identity of the person ashore designated for the purposes of paragraph 4 of the ISM Code and of any change in the identity of that person; and
 
(e)
promptly notify the Bank of the occurrence of any accident or major non­conformity requiring action under the ISM Code.
 
4.6       ISPS Code
 
As regards the Vessel, the Borrower shall:
 
(a)
at all times comply, and be responsible for compliance by the Vessel with the ISPS Code;
 
(b)
at all times ensure that:
 
 
(i)
the Vessel has a valid Ship Security Certificate;
 
 
(ii)
the Vessel is subject to a security system and any associated security equipment of the Vessel which comply with the ISPS Code; and
 
 
(iii)
it has an approved Ship Security Plan on board the Vessel
 
and shall deliver to the Bank a copy of a valid Ship Security Certificate in respect of the Vessel duly certified by an officer of the Borrower;
 
4.7       Annex VI
 
 
As regards the Vessel,the Borrower shall:
(a)
for the duration of the Facility Period comply with Annex VI in relation to the Vessel and procure that the Vessel’s master and crew are familiar with, and that the Vessel complies with, Annex VI;
 
(b)
obtain, following its drydocking in 2008, and maintain thereafter a valid and current IAPPC for the Vessel throughout the Facility Period and provide a copy to the Bank; and
 
(c)
immediately notify the Bank in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the IAPPC of the Vessel.
 
4.8       Repetition of representations and warranties
 
On the Drawdown Date and on each Interest Payment Date the Borrower unless it states otherwise in writing to the Bank, shall be deemed to further represent and warrant to the Bank (a) that the then latest audited and/or not audited (as the case may be) financial statements delivered to the Bank have been prepared in accordance with generally accepted accounting principles and practices which have been consistently applied and present fairly and accurately the financial position of the Borrower and the Corporate Guarantor as at the end of the financial period to which the same relate and the results of their operations and, as at the end of such financial period, the Borrower and the Corporate Guarantor did not have any significant liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements and (b) that the representations and warranties contained in Clauses 4.1. to 4.6. are true and
 

 
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correct on and as of the Drawdown Date and on each Interest Payment Date, as if each representation and warranty was made at such time.
 
5            ARRANGEMENT FEE
 
5.1       Arrangement Fee
 
The Borrower shall pay to the Bank a non-refundable Arrangement Fee in the amount of United States Dollars forty thousand (USD 40,000), payable on the Drawdown Date of the Loan.
 
5.2        The Arrangement Fee shall be payable to the Bank whether or not any part of the Commitment is ever advanced.
 
6            EVIDENCE
 
It is hereby agreed that abstracts or photocopies or other reproductions of the Loan Ac count and/or from the books and/or records of the Bank certified by an officer of the Bank as well as statements of accounts or a certificate signed by two authorised officers of the Bank shall be, in the absence of a manifest error, conclusive evidence and binding on the Borrower and on the other Security Parties as to the existence and/or the amount of the Indebtedness, of any amount due under this Agreement, of the ap p licable Interest Rate or Default Rate or any other rate referred to in this Agreement, the Interest Period, the value of additional securities under Clause 13.5., the payment or non payment of any amount and/or the occurrence of any other Event of Default.
 
7            REPAYMENT AND PREPAYMENT
 
7.1        The Borrower hereby absolutely and unconditionally covenants and agrees to repay the Loan to the Bank in freely transferable Dollars by thirty two (32) consecutive quarterly instalments, each instalment amounting to United States Dollars one hundred and sixty thousand (USD 160,000), plus a balloon payment of United States Dollars four million eight hundred eighty thousand (USD 4,880,000) payable together the thirty second (32 nd ) instalment at final maturity .
 
The time, the amount and the balance of the Loan following the payment of each such instalment are specified for convenience purposes in Schedule IV. In case the Bank shall advance a sum of less than United States Dollars ten million (USD 10,000,000) the Repayment Instalments will be reduced accordingly pro-rata. Each such instalment together with interest as hereinafter set forth shall be correspondingly payable on each of the Repayment Dates. The first Repayment Date shall be the day falling three (3) months after the Drawdown Date of the Commitment and each of the subsequent Repayment Dates shall fall at consecutive intervals of three (3) months thereafter. The Final Repayment Date of the Loan shall be the day falling 96 months after the Drawdown Date of the Commitment and it must coincide with the last day of the final Interest Period to be adjusted accordingly.
 
7.2       Voluntary Prepayment
 
 
7.2.1
The Borrower may prepay part or all of the Loan at any Interest Payment Date relating to the whole of the Loan provided that it will have given a ten (10) days prior written notice to the Bank, specifying the amount to be prepaid on such date.
 
 
7.2.2
The Borrower may also at any other time prepay the Loan or a part thereof upon ten (10) days prior written notice provided that it will also prepay all sums that the Bank shall determine to be its loss and cost sustained because of the prepayment within an Interest Period or Periods including but not limited to payment of interest Break Costs (if any) and of such additional amounts (if any) to compensate the Bank for the cost of redeploying funds as a result of such prepayment as well as any loss of Interest up
 

 
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to the end of the then current Interest Period or Periods in respect of the whole amount of the Loan outstanding
 
7.3           Conditions
 
All prepayments shall be conditional to the prior fulfillment of the following prerequisites:
 
 
7.3.1
The interest accrued on the Loan to the date of prepayment and any other additional sums due hereunder and/or under any of the other Security Documents will be paid to the Bank.
 
 
7.3.2
Every notice of prepayment shall be effective on actual receipt by the Bank, shall be irrevocable, shall oblige the Borrower to make such prepayment on the date specified and shall specify the amount to be prepaid, which shall be not less than United States Dollars one hundred fifty thousand (USD 150,000) or a higher integral multiple therof. Any amount so prepaid may not be re-borrowed under this Agreement.
 
 
7.3.3
Any prepayment of less than the whole of the Loan will be applied by the Bank towards repayment of the Repayment Instalments in inverse order of maturity or any other way determined by the Bank at its discretion.
 
7.4       Compulsory Prepayment
 
Unless the Bank agrees to accept substitute security in form and substance satisfactory to the Bank, in line with Clauses 13.5.2 and 13.5.3 hereof, the Borrower shall, within one hundred eighty (180) days of the Vessel becoming a Total Loss or such other later day as may be agreed in writing by the Bank, or upon the Vessel being sold, prepay the Loan together with accrued interest to the date of prepayment and all other sums payable by the Borrower to the Bank pursuant to this Agreement and the other Security Documents (and if the Commitment or any portion thereof has not been drawn yet, it shall be reduced to zero).
 
7.5         Unwinding of Designated Transactions. On or prior to any repayment or prepayment under this Clause 7 or any other provision of this Agreement, the Borrower shall either:
 
(a)
wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions so that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 7.1; or
 
(b)
provide the Bank with additional security in all respects acceptable to the Bank to secure the amount determined by the Bank to be equal to the difference between the notional principal amount of the continuing Designated Transactions and the amount of the Loan as reducing from time to time thereafter pursuant to Clause 7.1
 
Provided that in the case of a prepayment made pursuant to the sale of the Vessel, the Borrower may only carry out any of the matters referred to in this Clause 7.5 after (and not on or prior to) the prepayment is made due to the sale of the Vessel.
 
8            INTEREST AND INTEREST PERIODS
 
8.1        Interest Rate
 
The Borrower shall pay, on each Interest Payment Date, interest on the Loan (or as the case may be on each part thereof to which a different Interest Period relates) at the rate applicable in respect of each
 

 
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Interest Period. Interest shall accrue on the Loan (or as the case may be on each portion thereof to which a different Interest Period relates) during each Interest Period from and including the first day of that Interest Period, to but excluding the last day thereof. The rate of the interest shall be the rate per annum determined by the Bank to be the aggregate of (a) the Margin and (b) the LIBOR unless there is an Agreed Rate in which case the rate for the calculation of interest shall be the rate per annum determined by the Bank to be the aggregate of: (a) the Margin and (b) the Agreed Rate.
 
8.2        Interest Period
 
The Borrower may by written notice to be received by the Bank not later than 10 a.m. on the second Banking Day before the beginning of each Interest Period specify whether such next Interest Period shall have a duration of one (1), three (3) or six (6) months or other period subject to the availability which shall be determined solely by the Bank.
 
8.3       Determination of Interest Periods
 
Every Interest Period shall be of the duration specified by the Borrower pursuant to Clause 8.2. but so that:
 
(a)
the first Interest Period shall commence on the Drawdown Date of the Commitment and each subsequent Interest Period in respect thereof shall commence on the last day of the immediately preceding Interest Period in question
 
(b)
if the last Interest Period would overrun the last Repayment Date, such Interest Period shall end on such Repayment Date. Should an Interest Period determined in accordance with the provisions of this Clause overrun one or more Repayment Dates, so many additional Interest Periods will be specified as the number of the Repayment Dates being overrun by the above Interest Period. Each of such additional Interest Periods will be of a duration ending at the corresponding Repayment Date and for an amount equal to the instalment due on such Date, while the above overrunning Interest Period shall be for the remaining balance of the Loan after the deduction of the amount(s) of the additional Interest Period(s) ending on the Repayment Date(s) falling within the said over-running Interest Period.
 
(c)
if the Borrower fails to specify the duration of an Interest Period in accordance with the provisions of Clause 8.2. and this Clause 8.3 such Interest Period shall have a duration of three months or such other period as shall comply with this Clause 8.3.;
 
(d)
if the Bank determines that the duration of an Interest Period specified by the Borrower in accordance with Clause 8.2. is not readily available, then that Interest Period shall have such duration as the Bank after having consulted with the Borrower may determine.
 
8.4       Default Rate.
 
If the Borrower fails to pay any sum (including, without limitation, any sum payable pursuant to this clause 8.4.) on its due date for payment under any of the Security Documents, the Borrower shall pay interest on such sum (Default Rate) from the due date up to the date of actual payment (as well after as before judgment) at a rate determined by the Bank to be the aggregate of (a) two per cent (2%) per annum, (b) the Margin and (c) the LIBOR for periods of not more than three (3) Month duration as selected by the Bank. The first of the above periods shall commence on the due date for payment, while each one of the subsequent periods shall commence on the last day of the preceding such period. Such interest shall be compounded and shall be due arid payable on the last day of each such period as determined by the Bank and each such day shall, for the purposes of this Agreement, be treated as an Interest Payment Date. If, for the reasons specified in Clause 8.6.(a), the Bank is unable to determine a rate in accordance with the foregoing provisions of this clause, interest on any sum not
 

 
18
 

paid on its due date for payment shall be calculated at a rate determined by the Bank to be two per cent (2%) per annum above the aggregate of the Margin and the cost of funds to the Bank.
 
8.5        Notification
 
The Bank shall notify the Borrower of the duration of each Interest Period and of each rate of interest determined by it under this Clause 8.
 
8.6        Non availability.
 
(a)
If and whenever, at any time prior to the commencement of any Interest Period, the Bank shall have determined any of the following facts (which determination shall be conclusive):
 
 
(i)
that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or
 
 
(ii)
that deposits in Dollars are not available to the Bank in the London InterBank Market in the ordinary course of business in sufficient amounts or it is impracticable for the Bank to fund or to continue to fund the Loan in Dollars.
 
 
(iii)
that LIBOR for that Interest Period will not adequately reflect the cost of funding the Loan for that Interest Period.
 
the Bank shall forthwith give notice (a “Determination Notice”) thereof to the Borrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to this issue. After the giving of any Determination Notice the undrawn amount of the Loan shall not be borrowed until notice to the contrary is given to the Borrower by the Bank.
 
(b)
During the period of 30 Banking Days after any Determination Notice has been given by the Bank under Clause 8.6.(a), the Bank shall certify an alternative basis (the “Substitute Basis”) for maintaining the Loan. The Substitute Basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to the Bank equivalent to the Margin. Each Substitute Basis so certified shall be binding upon the Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrower that none of the circumstances specified in Sub-clause 8.6.(a) continues to exist whereupon the normal interest rate fixing provisions of the Agreement shall apply.
 
(c)
In any event, during the thirty (30) days following the giving of a Determination Notice, the Borrower and the Bank shall negotiate in good faith in order to arrive at the Substitute Basis for the Bank to fund or continue to fund the Loan (or the relevant part thereof) during such Interest Period. If within such thirty (30) day period the Substitute Basis to fund or to continue to fund the Loan (or the relevant part thereof) is agreed upon, then such Substitute Basis shall take effect in accordance with its terms. If the Borrower and the Bank fails to agree on such Substitute Basis within such thirty (30) day period and such circumstances are continuing at the end of such thirty day period, then the Bank shall set a Substitute Basis as per Clause 8.6. (b). If the circumstance shall continue at the end of such interest period, the procedure in this Clause 8.6 (c) shall be repeated. If the Borrower shall not agree with such rate then the Borrower may give not less than fifteen (15) Business Days irrevocable notice of prepayment to the Bank in which case the commitment hereunder of the Bank shall thereupon be cancelled and, if the Loan is outstanding, the Borrower shall prepay the Loan on the first Business Day after such period in accordance with the terms of this Agreement and the obligations of the Bank shall thereupon terminate.
 

 
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9            THE MASTER SWAP AGREEMENT
 
9.1       Purpose
 
The Bank and the Borrower have entered, and/or may during the Facility Period enter, into one or more Transactions pursuant to a Master Swap Agreement, the terms and conditions of each of which are or will be specified in a Confirmation sent by the Bank to the Borrower.
 
9.2        Additional Termination Event
 
If the Loan is for any reason not advanced to the Borrower on or before the Latest Permissible Drawdown Date, and the Bank and the Borrower has entered into any Transactions on or before the Latest Permissible Drawdown Date, for the purposes of the Master Swap Agreement an Additional Termination Event (with the Bank as the Affected Party) shall be deemed to have occurred on the Latest Permissible Drawdown Date.
 
9.3       Adjustment of Notional Amounts
 
If the aggregate amount of the Loan actually advanced by the Bank to the Borrower is less than the Notional Amount (or the aggregate Notional Amounts) of the Transactions entered into on or before the Drawdown Date, the obligations of the Borrower in respect of those Transactions shall, unless otherwise agreed by the Bank, be calculated, so far as the Bank considers it practicable to do so, by reference to a Notional Amount (or aggregate Notional Amounts) equal to the amount of the Loan actually advanced, reduced on each Repayment Date by the amount of the Repayment Instalment due on that Repayment Date, adjusted if necessary in accordance with Clause 7.1.
 
9.4        Effect of prepayment
 
If the Borrower, subject always to Clause 7, prepay part of the Loan (whether pursuant to Clause 7, Clause 13.5.2 or any other provision of this Agreement), and the amount of the Loan remaining outstanding after application of that prepayment is less than the Notional Amount (or the aggregate Notional Amounts) of the Transactions then in effect (reduced, if appropriate, in accordance with the Confirmations relating to those Transactions), the obligations of the Borrower in respect of those Transactions shall, unless otherwise agreed by the Bank, be calculated, so far as the Bank considers it practicable to do so, by reference to a Notional Amount (or aggregate Notional Amounts) equal to the amount of the Loan remaining outstanding after application of the prepayment in question, reduced on each Repayment Date by the Repayment Instalment due on that Repayment Date after taking into account the application of the prepayment.
 
9.5       Authority
 
In order to give effect to Clauses 9.3 and 9.4, or in the event of voluntary or compulsory prepayment by the Borrower of the whole of the Loan, the Borrower and the Bank will agree to amend, restructure, unwind, cancel, net out, terminate, liquidate, transfer or assign any of the rights and/or obligations created pursuant to the Master Swap Agreement in respect of those Transactions, and/or to enter into any other interest rate exchange and/or hedging transaction or commitment with the Borrower or with any other counterparty approved by the Bank.
 
9.6       Termination of Transactions
 
If the exercise of the Bank’s rights under Clause 9.5 results in the termination of any Transaction (save in the case termination takes place due to voluntary prepayment), that Transaction shall, for the purposes of the Master Swap Agreement (including, without limitation, section 6(e)(i) of the Master
 

 
20
 

Swap Agreement) be treated as a Terminated Transaction resulting from an Event of Default by the Borrower,
 
9.7       Indemnity
 
The Borrower will indemnify the Bank from time to time on demand in respect of all liabilities, losses, costs or expenses suffered, incurred or sustained by the Bank arising in any way in relation to the exercise by the Bank of its rights under this Clause, or arising in any way from any other termination, cancellation, unwinding or restructuring of any Transaction, together (in each case) with interest at the Default Rate from the date of the Bank’s demand until the date on which the Bank receives payment or reimbursement, before or after any relevant judgment.
 
9.8        Transaction under the Master Swap Agreement.
 
The Borrower on the date hereof is signing the Master Swap Agreement with the Bank. At any time during the Facility Period the Borrower may request the Bank to conclude Transactions for the purpose of swapping its interest payment obligations under this Agreement. Signature of the Master Swap Agreement does not commit the Bank to conclude Transactions, or even to offer terms for doing so, but does provide a contractual framework within which Transactions may be concluded and secured, assuming that the Bank is willing to conclude any Transactions at the relevant time and that, if that is the case, mutually acceptable terms can then be agreed at the relevant time.
 
 
9.8.1
In relation to the Master Swap Agreement, the Borrower hereby agrees and undertakes with the Bank throughout the Facility Period:-
 
 
9.8.1.1
at the Borrower’s option to use Transactions concluded under the Master Swap Agreement for the purpose of (inter alia) swapping its interest payment obligations under Clause 8 from LIBOR-based funding to longer-term fixed rate funding;
 
 
9.8.1.2
at the Borrower’s option to not to conclude Transactions which would result, at any time during the Facility Period, in the notional principal amount of all Transactions then remaining exceeding the amount of the Loan, as reduced from time to time under Clause 7.1.
 
 
9.8.2
The Borrower gives the Bank a right of first refusal in relation to any proposed swap or other Transactions relative to the Loan so that (subject only to the rates quoted by the Bank being competitive with other banks quoting on the same basis), any swap or other Transactions concluded by the Borrower shall be concluded with the Bank under the Master Swap Agreement.
 
 
9.8.3
The Bank agrees that, to enable the Borrower to secure its obligations to the Bank under the Master Swap Agreement, the security of the Security Documents shall be held by the Bank not only to secure the Borrower’s obligations under this Agreement but also the Borrower’s obligations under the Master Swap Agreement.
 
10         PAYMENTS ACCOUNTS & CALCULATIONS
 
10.1     Not set off or counterclaim and no deductions.
 
(a)
The Borrower acknowledges that in performing its obligations under this Agreement, the Bank will be incurring liabilities to third parties in relation to the funding of amounts to the Borrower, such liabilities matching the liabilities of the Borrower to the Bank and that it is reasonable for the Bank to be entitled to receive payments from the Borrower gross on the due date in order that the Bank is put in a position to perform its matching obligations to the
 

 
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relevant third parties. Accordingly, all payments to be made by the Borrower under any of the Security Documents shall be made in full, without any set-off or counterclaim whatsoever and free and clear of any deductions or withholdings, in Dollars on the due date (for value on the day on which payment is due) to the account of the Bank (with a direct tested telex advise to the Bank) or to such other account at such other bank in such place as the Bank may from time to time specify for this purpose.
 
(b)
If at any time the Borrower is required to make any deduction or withholding in respect of Taxes or otherwise from any payment due under any of the Security Documents the sum due from the Borrower in respect of such payment shall be increased to the extent necessary to ensure that after the making of such deduction or withholding the Bank receives on the due date for such payment a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. The Borrower shall indemnify the Bank against any losses or costs incurred by the Bank by reason of any failure of the Borrower to make any such increased payment to the Bank on account of any deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Borrower shall promptly forward to the Bank official receipts and any other proof evidencing the amounts paid or payable in respect of any deduction or withholding as aforesaid. The obligations of the Borrower under this provision shall remain in force notwithstanding the repayment of the Loan.
 
(c)
Payments by the Borrower shall be considered to be made as of the date on which the Bank receives correctly authenticated advice of the credit of such account provided that such advice is received at a time of day when the Bank is able in accordance with its usual practice to process and utilize such funds on such day, failing which such payment shall be considered to be made as of the next Banking Day following receipt of such advice.
 
10.2     Payments by the Bank.
 
All sums to be advanced by the Bank to the Borrower under this Agreement in respect of the Loan shall be remitted in Dollars on the Drawdown Date to the account specified in the Drawdown Notice.
 
10.3     Calculation
 
All interest and other payments periodic or payable by reference to a rate per annum under this Agreement shall accrue from day to day and be calculated on the basis of actual number of days elapsed and a 360 day year.
 
11         UNLAWFULNESS AND INCREASED COSTS
 
11.1     Unlawfulness.
 
(a)
If it is or becomes contrary to any law or regulation for the Bank to disburse the Loan or to maintain the Commitment or the Loan, or to fund the Loan or to claim or receive any amount payable to it hereunder, the Bank shall give notice to the Borrower whereupon (a) the Commitment shall be reduced to zero and (b) the Borrower shall be obliged to prepay the Loan on a future specified date not being later than the latest date.
 
(b)
permitted by the relevant law or regulation, or, if such date is not provided, within 40 days from the notice of the Bank, together with interest accrued to the date of prepayment and all other sums payable by the Borrower under the Security Documents.
 
(c)
If circumstances arise which would result in a Notification under Clause 11.1. then, without in any way limiting the rights of the Bank under Clause 11.1., the Bank shall use reasonable
 

 
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endeavours to transfer each obligations, liabilities and rights under the Security Documents to another office or financial institution not affected by the circumstances.
 
11.2     Increased Cost.
 
If, as a result of (a) any change in or in the interpretation of any law, regulation e.t.c. by any governmental authority in any country the laws of which are applicable on the Bank, or (b) compliance by the Bank with any requirement of any authority (whether or not having the force of law) but which the Bank usually complies with or any other set of circumstances including any type of liquidity, stock, or capital adequacy controls or other Banking or monetary controls or requirements connected with the manner in which the Bank allocates capital resources to its obligations hereunder:
 
(a)
The cost to the Bank of making available the Commitment or any part thereof or maintaining or funding the Loan is increased; or
 
(b)
The amount payable to the Bank or the effective return to the Bank under any of the Security Documents, is reduced; or
 
(c)
The basis of taxation of payments to the Bank of principal or of interest on any amounts advanced by it is changed;
 
then the Borrower shall pay to the Bank on account of the Bank, from time to time, upon demand, such additional moneys as shall indemnify the Bank for any increased cost, reduction in principal or interest receivable or other foregone return whatsoever. The Bank will notify the Borrower in writing of any intention to claim indemnification and such notification, made in line with the provision of Clause 6, which will be a conclusive evidence binding on the Borrower as to the amount of any increased cost or reduction and the method of calculating the same. Such claim may be made at any time and must be discharged by the Borrower within fifteen (15) days of demand. It shall not be a defence to a claim by the Bank hereunder that any increased cost or reduction could have been avoided by the Bank. Any amount due from the Borrower hereunder shall be due as a separate debt and shall not be affected by judgement being obtained for any other sums due under or in respect of this Agreement or of any other Security Document.
 
12         SECURITY
 
12.1     Security Documents
 
As security for the due repayment of all sums from time to time payable to the Bank, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and ensure that such security, apart from this Agreement, consists of
 
(a)
A Master Swap Agreement and the relevant Schedule attached thereto (the “Master Swap Agreement”) executed by the Borrower in form and substance satisfactory to the Bank;
 
(b)
A Master Agreement Security Deed (the “Master Agreement Security Deed”) executed or (as the context may require) to be executed by the Borrower in favour of the Bank;
 
(c)
A Corporate Guarantee from the Corporate Guarantor in form and substance satisfactory to the Bank (the “Corporate Guarantee”);
 
(d)
A duly registered First Preferred Mortgage over the Vessel providing on the basis of the provisions of the applicable law the highest degree of security for the Bank (the “Mortgage”);
 

 
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(e)
A first Priority General Assignment of all the Insurances, Earnings and Requisition Compensation for the Vessel in form and substance satisfactory to the Bank and respective notices of assignment and acknowledgements thereof (the “General Assignment”);
 
(f)
Specific assignments of the benefit of any charter of more than twelve (12) calendar months’ duration in respect of the Vessel chartered and respective notices and acknowledgements thereof (the “Specific Assignment”).
 
(g)
Pledge agreement(s) in form and substance satisfactory to the Bank executed or (as the context may require) to be executed by the Borrower or by the Corporate Guarantor in favour of the Bank creating security in respect of the Operating Account for the Vessel (the “Operating Account Pledge(s)”)
 
(h)
A pledge agreement in form and substance satisfactory to the Bank executed or (as the context may require) to be executed by the Borrower in favour of the Bank in respect of the Retention Account (the “Retention Account Pledge”);
 
(i)
Manager’s undertaking in form and substance satisfactory to the Bank pursuant to which the Manager will subrogate its rights to the Loan throughout the Facility Period (the “Manager’s Undertaking”).
 
13         COVENANTS
 
The Borrower covenants with the Bank that, from the date of this Agreement and as long as any sums are due and/or owing and/or outstanding under this Agreement or arty of the other Security Documents, the Borrower will:
 
13.1     Information Covenants.
 
 
13.1.1
Furnish the Bank, in form and substance satisfactory to the Bank, with annual, consolidating and consolidated financial statements of the Borrower, the Corporate Guarantor and of any other of the companies of the Group within 180 days after the end of the financial year concerned, and prepared in accordance with generally accepted accounting principles consistently applied;
 
 
13.1.2
Provide the Bank from time to time as the Bank may reasonably request and in form and substance satisfactory to the Bank with any information on the financial conditions commitments and operations of the Borrower and of any other of the companies of the Group.
 
 
13.1.3
Promptly inform the Bank of any occurrence which came to the knowledge of the Borrower which might adversely affect the ability of the Borrower or any other Security Party to perform its respective obligations under this Agreement and/or any of the other Security Documents and of any Event of Default forthwith upon becoming aware thereof;
 
 
13.1.4
Promptly inform the Bank of all major financial developments in the Group such as new loans, refinancing/restructuring of existing loans, new acquisitions and sales, contracts for term employment of Vessel e.t.c.
 
13.2     Banking Arrangements.
 
 
13.2.1
Use the Loan exclusively for the purpose specified in this Agreement;
 

 
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13.2.2
Ensure that all obligations under this Agreement and the other Security Documents will be duly and punctually performed.
 
 
13.2.3
Pay to the Bank on demand any sum of money which is payable to the Bank under this Agreement and the other Security Documents but in respect of which it is not specified in any other Clause when it is due and payable;
 
 
13.2.4
Accept that a Certificate of any of the Bank or a statement of account executed by two authorised officers of any of the Bank or an Extract of the Books of any of the Bank certified by an officer of the Bank shall (save for manifest error) be conclusive evidence of the amount due under this Agreement and shall be final and binding on all parties hereto;
 
 
13.2.5
Upon request by the Bank from time to time provide such information and evidence to the Bank as the Bank would require to demonstrate compliance with the covenants and warranties set forth in this Agreement and any other Security Document.
 
13.3     Financial Exposure.
 
 
13.3.1
Incur no debt and grant no guarantee to and/or in favour of anybody except in the ordinary course of business, without the prior written consent of the Bank, which shall not be unreasonably withheld.
 
 
13.3.2
Not give any loans or credits or advances to any person, or entity without the previous consenting opinion of the Bank which shall not be unreasonably withheld;
 

 
13.3.3
Not declare or pay any dividends or other distribution in case of an Event of Default without the prior written consent of the Bank;
 
 
13.3.4
Not transfer, sell or otherwise dispose any of its real or personal property, assets or rights, whether present or future, without the prior written consent of the Bank or allow any part of its undertaking, property, assets or rights, whether present or future, to be mortgaged, charged, pledged, used as a lien (except for lien created by law) or otherwise encumbered without the prior written consent of the Bank;
 
 
13.3.5
Ensure that the Indebtedness of the Borrower to the Bank hereunder will not be subordinated in priority of payment to any other present or future claim.
 
 
13.3.6
Ensure that the Borrower or the Corporate Guarantor will maintain throughout the Facility Period in an account with the Bank free and unencumbered (save in favour of the Bank) minimum liquidity balances equal to United States Dollars three thousand (USD300,000).
 
 
13.3.7
Ensure that the aggregate debt to equity ratio of the vessels owned by the Corporate Guarantor will not exceed 75% of their aggregate current market values obtained on a charter free basis by a broker appointed by and reporting to the Bank, the latter having the right to obtain such valuations on a quarterly basis.
 
 
13.3.8
Ensure that the minimum Net Worth of the Corporate Guarantor listed in Nasdaq will be United States Dollars fifteen million (USD15,000,00).
 

 
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13.3.9
Not without the Bank’s prior written consent assign, novate or in any other way transfer any of its rights or obligations under or pursuant to the Master Swap Agreement, nor enter into any interest rate exchange or hedging agreement with anyone other than the Bank, nor any other agreement or commitment the effect of which is, in the opinion of the Bank, materially to prejudice the hedging of the Borrower’s interest rate risk effected by the Transaction from time to time entered into between the Borrower and the Bank.
 
13.4     Business and Corporate Structure.
 
 
13.4.1
Not change the nature, organisation and conduct of the business of the Borrower and/or the Corporate Guarantor as shipowner and/or Manager of the Vessel as the case may be;
 
 
13.4.2
Not merge or consolidate with any other company or other legal entity;
 
 
13.4.3
On demand and in any event on the thirty-first day of May in each year deliver or cause to be delivered to the Bank official certificates from the relevant authority confirming that the Borrower and any other corporate Security Party is in good standing in its country of incorporation;
 
 
13.4.4
Ensure that there is no change in the Directors and Officers of the Borrower and of any other corporate Security Party and moreover ensure that no change shall be made directly or indirectly in the ownership, beneficial ownership, control or management of the Borrower without the prior written consent of the Bank, which shall not be unreasonably withheld.
 
13.5     Obligation to maintain the Security Value.
 
 
13.5.1
At all times the Borrower will procure that the value of the Vessel and other security to be granted to the Bank pursuant to this Clause (the “Security Value”) is not less than the Minimum Value at any time.
 
 
13.5.2
If the Security Value is less than the Minimum Value at any time, the Borrower will within thirty (30) days of a request by the Bank and in order to secure the Indebtedness on such terms as may be acceptable to the Bank:
 
 
i.
prepay a proportionate part of the Loan and of the Swap Exposure; and/or
 
 
ii.
procure for or grant to the Bank such other security as the Bank shall expressly approve for the purpose of this Clause 13.5.
 
so that after such prepayment or grant of other security, the Security Value is not less than the Minimum Value.
 
 
13.5.3
As far as clause 13.5.2.(ii) is concerned :
 
 
i.
cash provided by way of security shall be valued in Dollars at its principal amount;
 
 
ii.
any other security shall be valued on such basis as the Bank shall reasonably determine in its discretion from time to time; and
 

 
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iii.
there shall be deducted from any value or valuation the amount which is owing and might become owing and which is secured on the asset concerned by any prior or equal ranking Security Interest (other than in favour of the Bank to secure the Indebtedness).
 
 
iv.
cash deposits and/or any other security acceptable to the Bank it will be provided in a way and manner also acceptable to the Bank.
 
 
13.5.4
At least once every year and/or at any time that the Bank might consider it useful and reasonably request the Borrower to undertake to have at its own cost the Vessel valued with or without physical inspection (as the Bank may require) in Dollars, on the basis of sale for prompt delivery free of Encumbrances in favour of the Bank for cash at arm’s length on normal commercial terms as between a willing seller and a willing buyer by an independent shipbroker selected by or acceptable to the Bank and reporting to the Bank. Such valuation shall be made on the basis of the value of the Vessel charter free. The Borrower agrees to accept the valuation made as aforesaid as conclusive evidence of the market value of the Vessel at the date of valuation. The Borrower will supply to the Bank and to the above shipbrokers such information as such shipbrokers shall require.
 
13.6     Covenants concerning the Vessel.
 
 
13.6.1
Ensure that the Vessel will maintain its present ownership, management, control and ultimate beneficial ownership;
 
 
13.6.2
Ensure that the Vessel is and will remain properly certified in respect with the ISM Code and in compliance with the ISO 9001 and the ISPS code whe a applicable and moreover that it will remain in class free of recommendations, notations or average damage affecting class and provide the Bank on demand with copies of all ISM and/or all class and/or trading certificates of the Vessel.
 
 
13.6.3
Ensure that at all times the Vessel is managed by the Manager or by such company as may be approved in writing by the Bank and that such company is and will remain ISM certified and in compliance with the ISO 9001 and the ISPS Code when applicable and that it shall maintain at all times an organisation and personnel which in the opinion of the Bank is adequate to provide sufficient management, agency, financial, secretarial and other services for the Vessel.
 
 
13.6.4
Maintain all Insurances of the Vessel and comply with all insurance requirements specified in this Agreement (including in particular Schedule II) and in case it fails to maintain the Vessel and/or such other property so insured, the Borrower hereby, for the purpose of serving the interest of’ the Bank, irrevocably authorises the Bank and grant to it the right to effect the insurances of the Vessel and/or of the property as provided for in Schedule III in the amount and in terms acceptable to the Bank from time to time at the cost and on behalf of the Borrower. The Bank will have the right but not the obligation to effect all or any of such insurances at the cost of the Borrower and such cost shall consist Expenses in the meaning of the Clause 1;
 
 
13.6.5
Supply copies of all cover notes, certificates of entry, insurance policies and documents and furnish details of all insurances contemplated by Schedule [I and/or contracted to the Bank. The Bank may submit all such insurance documents for examination to an insurance consultant nominated by the Bank. The Bank will be at liberty to decide on the adequacy and the compliance of the cover with the provisions
 

 
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of the Security Documents including Schedule II and its decision shall be final and binding on the Borrower. The cost including Value Added Tax of such insurance consultant shall be considered as Expenses;
 
 
13.6.6
The Bank will be at liberty to conduct at the Borrower’s cost physical condition survey of the Vessel and a comprehensive record inspection by a surveyor appointed by the Bank.
 
 
13.6.7
At the Bank’s reasonable request, promptly provide a consultant nominated and appointed by the Bank to monitor the collection of claims of whatsoever nature with whatever information and documentation the Bank shall require. All the cost including Value Added Tax in respect of the appointment of such consultant shall be considered as Expenses;
 
 
13.6.8
Not grant or permit any charge, lien (except for lien created by law)or other encumbrance to be imposed upon the Vessel or otherwise dispose of any of its rights under any charterparty or contract of affreightment relating to the Vessel or any other earnings of the Vessel;
 
 
13.6.9
Ensure that the Vessel is maintained and trade in conformity with the laws ofits flag, of its owning company or of the nationality of the officers, or crew, and in conformity with the requirements of the Insurances and nothing is done or permitted to be done which could endanger the flag of the Vessel, or its free ownership and operation or its Insurances;
 
 
13.6.10
Always comply with all the covenants provided for in the mortgage on the Vessel
 
 
13.6.11
Not without the prior written consent of the Bank enter into a charterparty, contract of affreightment, agreement or related document in respect of the employment of the Vessel (i) for a period of more than twelve (12) months or (ii) below the market rate prevailing at the time when the Vessel is fixed in or on terms which are not in accordance with the commercial practice prevailing at the relevant time or (iii) on demise charterparty;
 
 
13.6.12
Execute and deliver to the Bank within fifteen (15) days of signing of any charter, the duration of which is to be for a period, directly or by extension of more than twelve (12) months, (a) a specific assignment of such charter in form and substance satisfactory to the Bank and (b) a notice of any such assignment addressed to the relevant charterer and endorsed with an acknowledgement of receipt by the relevant charterer all in form and substance satisfactory to the Bank;
 
 
13.6.13
The Borrower undertakes to notify the Bank forthwith:
 
 
(a)
of any Environmental claim for an amount exceeding USD 300,000 made against the Vessel and/or its owner.
 
 
(b)
upon becoming aware of any incident which may give rise to an Environmental Claim and to keep the Bank advised in writing of the owners’ response to such Environmental claim on such regular basis and in such detail as the Bank shall require.
 
13.7     Validity of securities
 
 
13.7.1
Ensure and procure that all approvals or consents and/or any other steps required for the validity, enforceability and legality of this Agreement and the other Security
 

 
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Documents and for the performance thereof by the Borrower and any other Security Party are appropriately taken and are maintained in full force and effect.
 
 
13.7.2
Ensure and procure that, unless and until directed by the Bank otherwise (i) all the Earnings of the Vessel shall be paid to the Operating Account and (ii) the persons from whom the Earnings are from time to time due are irrevocably instructed to pay them to the Operating Account in accordance with the provisions hereof and of the relevant Security Documents;
 
 
13.7.3
Pay all Taxes, and other governmental charges when the same fall due, except to the extent that the same are being contested in good faith by appropriate proceedings and adequate reserves have been set aside for their payment if such proceedings fail;
 
 
13.7.4
From time to time at the request of the Bank execute and deliver to the Bank or procure the execution and delivery to the Bank of all such documents as shall be deemed desirable at the sole discretion of the Bank for giving full effect to this Agreement, and for perfecting, protecting the value of or enforcing any rights or securities granted to the Bank under the Security Documents and any other documents executed pursuant hereto or thereto.
 
 
13.7.5
The covenants specified in this Clause are inserted solely for the benefit of the Bank and may be waived in whole or in part and with or without conditions by the Bank without prejudicing the right of the Bank to require fulfillment of such covenants at such time and manner as specified by the Bank.
 
13.8     Admission, and warranties of the Security Parties as regards their liability.
 
(a)
The giving of the Corporate Guarantee by the Guarantor is to the commercial benefit of such Guarantor in that the Guarantor has close financial cooperation and mutual assistance with the Borrower and that by lending its support to the Borrower through such Guarantee it further its own business interests within the scope of its constitutional documents;
 
(b)
The liability of the Borrower and of the other Security Parties shall in all cases, whether so expressed to be or not, be joint and several and each representation and warranty and each covenant and agreement made or given or to be made or given by any one of them will be considered as made or given by them all jointly and severally;
 
(c)
The Borrower further represents that none of the Security Parties shall be exonerated and its liability hereunder shall not be lessened or impaired by any time, indulgence or relief being given by the Bank to any other Security Party or by the variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any right, remedies or securities against the Borrower or any other Security Party, by anything done or omitted which but for this provision might operate to exonerate any other Security Parties;
 
(d)
The obligations of the Borrower shall not be affected by any legal limitation, disability, incapacity or other circumstances relating to any other Security Party, whether or not known to the Bank, by any invalidity in or irregularity or unenforceability of the obligations of such other Security Party under any of the Security Documents or otherwise or by any change in the constitution of, or any amalgamation or reconstruction of any Security Party or of the Bank.
 
14         EVENTS OF DEFAULT
 
The following events shall constitute an Event of Default (whether or not caused by any reason whatsoever outside the control of the Borrower or whether such Event shall occur or come about by
 

 
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operation of Law or regulation or pursuant to, or in compliance with any judgment, decree or order of any Court or other authority):
 
14.1     Non Performance of Obligations.
 
 
14.1.1
If the Borrower and/or any other Security Party fail to pay any sum due hereunder and/or under the other Security Documents when due, or in the case of any sum payable on demand, within seven (7) Banking Days of such demand;
 
 
14.1.2
If the Borrower and/or any other Security Party fail to obtain and/or maintain the Insurances (as defined in Schedule II) or if any insurer in respect of such Insurances becomes entitled to cancel the insurances or to disclaim liability;
 
 
14.1.3
If the Borrower and/or any other Security Party default in the due performance and/or observance of any covenant, term, obligation or undertaking under this Agreement and/or any of the other Security Documents (other than those referred to in sub-Clauses 14.1.1. and 14.1.2. hereinabove). In case such default is in the opinion of the Bank, capable of remedy, if it will continue unremedied for seven (7) Banking Days after its occurrence.
 
14.2     Representations incorrect
 
If any representation or warranty explicitly made or implied by or in respect of the Borrower pursuant to the Security Documents proves to have been incorrect or misleading in a material way when made or at any time during the currency of this Agreement.
 
14.3     Events affecting the Borrower and/or any other Security Party
 
 
14.3.1
If a creditor of the Borrower attaches or takes possession of, or a distress execution, sequestration or other process is levied or enforced upon or sued against the whole or any part of the property of the Borrower and/or any other Security Party and it is not discharged within fifteen (15) Banking days;
 
 
14.3.2
If the Borrower and/or any other Security Party is found bankrupt or insolvent or any order is made by any competent court or resolution passed by the Borrower and/or any other Security Party or petition presented for the winding-up or dissolution of the Borrower and/or any other Security Party or for the appointment of a liquidator, trustee, receiver, administrator or conservator of any part of the undertakings, assets, rights or revenues of the Borrower and/or any other Security Party;
 
 
14.3.3
If the Borrower and/or any other Security Party suspend payment of their debts or are (or are reasonably deemed to be) unable to or admit inability to pay their debts as they fall due or propose or enter into any composition or other arrangement for the benefit of creditors generally or proceedings are commenced in relation to the Borrower and/or any other Security Party relating to reconstruction or readjustment of debts;
 
 
14.3.4
If a meeting is convened by any Security Party for the purpose of passing any resolution to purchase, reduce or redeem any of its share capital;
 
 
14.3.5
If a material part of the undertakings, assets, rights or revenues of the Borrower and/or any other Security Party are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any government;
 
 
14.3.6
If any event occurs or proceeding is taken with respect to the Borrower and/or any other Security Party in any jurisdiction to which anyone of them is subject which has
 

 
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an effect equivalent or similar to any of the events mentioned in Clauses 14.3.1. to 14.3.5.;
 
 
14.3.7
If the Borrower and/or any other Security Party suspend or threaten to suspend or cease to carry on its business;
 
 
14.3.8
If there occurs, in the opinion of the Bank, a materially adverse change in the financial condition of the Borrower and/or any Security Party;
 
 
14.3.9
If any other event occurs not mentioned in this Clause 14.3. or circumstances arise which, in the reasonable opinion of the Bank, is likely adversely to affect either (i) the ability of the Borrower and/or any other Security Party to perform all or any of their obligations under or otherwise to comply with the terms of this Agreement and/or any of the other Security Documents, or (ii) the security created by this Agreement and/or any of the other Security Documents;
 
 
14.3.10
If there is any change in the beneficial ownership of the shares in the Borrower and/or any other Security Party as declared to the Bank prior to the execution hereof or as represented to the Bank in the Certificate of beneficial shareholding given to the Bank pursuant to Schedule I, Part 1.
 
 
14.3.11
If any debt of any Security Party is not paid when due or any debt of any Security Party becomes due and payable prior to the date when it would otherwise have become due (unless as a result of the exercise by the relevant Security Party of a voluntary right of prepayment), or any creditor of an .y Security Party becomes entitled to declare its claim due and payable, or arty facility or commitment available to any Security Party is withdrawn, suspended or cancelled by reason of any default (however described) of such Security Party;
 
14.4     Events affecting the Security Documents
 
 
14.4.1
If this Agreement or any of the other Security Documents shall at any time and for any reason become invalid or unenforceable or otherwise cease to remain in full force and effect, or if the validity or enforceability of any of the Security Documents shall at any time and for any reason be contested by any party thereto (other than the Bank), or if any such party shall deny that it has any, or any further, liability thereunder or shall otherwise repudiate any of the Security Documents or do or cause or permit to be done any act or thing evidencing an intention to repudiate this Agreement or any of the other Security Documents or it becomes impossible or unlawful for the Borrower and/or any other Security Party to fulfill any of its covenants and obligations contained in this Agreement or any of the other Security Documents or for the Bank to exercise the rights or any of them vested in them thereunder or otherwise;
 
 
14.4.2
If any Encumbrance in respect of any of the properties (or part thereof) which belongs to the Security Parties (or any of them) becomes enforceable.
 
 
14.4.3
If a notice is sent by the Bank under section 6(a) of the Master Swap Agreement, or by any person under section 6(b)(iv) of the Master Swap Agreement, in either case designating an Early Termination Date for the purpose of the Master Swap Agreement, or if the Master Swap Agreement is for any other reason terminated, cancelled, suspended, rescinded, revoked or otherwise ceases to remain in full force and effect; or
 

 
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14.5     Events concerning the Vessel
 
 
14.5.1
if, due to Borrower’s default, any charter or contract of affreightment relating to the Vessel for the time being mortgaged to the Bank hereunder ceases for more than thirty (30) days (other than complete performance in accordance with its terms) to be in full force and effect.
 
 
14.5.2
If the Vessel either:
 
(a)            becomes a Total Loss or
 
(b)            suffers damage or is involved in an accident which in the opinion of the Bank may result in being subsequently considered to be a Total Loss or which may otherwise reduce the security of the Bank.
 
 
14.5.3
If the registration of the Vessel under the laws and flag of the Flag State is cancelled or terminated without the prior written consent of the Bank.
 
 
14.5.4
If the Flag State of the Vessel becomes involved in hostilities or civil war if, in any such case, such event could in the opinion of the Bank reasonably be expected to have a material adverse effect on the security constituted by any of the Security Documents and Borrower fails to comply with the Bank’s request to change flag acceptable to the Bank within fifteen (15) Banking Days.
 
14.6     Environmental Events.
 
If the Borrower and/or any other Security Party and/or any other Relevant Party and/or any of their respective Environmental Affiliates fails to comply with any Environmental Law or any Environmental Approval or any of the Vessel or any other Relevant Ship is involved in any incident which gives rise or which may give rise to any Environmental Claim if, in any such case, such non-compliance or incident, or the consequences thereof could, in the opinion of the Bank, be expected to have a Material Adverse Effect on the business assets, operations, property or financial condition of the Borrower or any other Security Party or on the security created by any of the Security Documents.
 
14.7     Consequences of Default
 
 
14.7.1
At any time after the occurrence of any Event of Default, the Bank may, without prejudice to any other of its rights,
 
 
(a)
by notice to the Borrower declare that the obligation of the Bank to make the Commitment available shall be terminated, whereupon the Commitment shall be reduced to zero forthwith and/or
 
 
(b)
by notice to the Borrower declare that the Loan and interest and all sums payable under this Agreement and the other Security Documents have become due and payable, or payable on demand, whereupon the same shall immediately, or in accordance with the terms of such notice, become due and payable jointly and severally by the Borrower and the other Obligors, without any further demand protest or notice or any other procedure from the Bank,
 
 
(c)
put into force and exercise all or any of the rights, powers and remedies possessed by it under this Agreement and/or under any other Security Document.
 

 
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14.7.2
If an event occurs in respect of the Borrower or any of the other Security Parties of the type described in Clauses 14.3.2. to 14.3.6. the obligation of the Bank to make the Commitment available shall terminate immediately and all amounts under sub-clause 14.7.1.(b) above shall become immediately due and payable without the need for any demand from the Bank or any notice to the Borrower or other action of any kind whatsoever.
 
15         APPLICATION OF RECEIPTS
 
15.1       Normal order of application. Except as any Security Document may otherwise provide, any sums which are received or recovered by the Bank under or by virtue of any Security Document after the service of notice on the Borrower shall he applied:
 
FIRST: in or towards satisfaction of any amounts then due and payable under the Security Documents or the Master Swap Agreement in the following proportions:
 
 
(i)
firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Bank under the Security Documents and the Master Swap Agreement (in respect of Designated Transaction) other than those amounts referred to at (ii) and (iii) below;
 
 
(ii)
secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Bank under the Security Documents and the Master Swap Agreement (in respect of Designated Transaction) (and, for this purpose, the expression “interest” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Swap Agreement (in respect of Designated Transaction) but shall have failed to pay or deliver to the Bank at the time of application or distribution under this Clause 15); and
 
 
(iii)
thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder);
 
SECONDLY: in retention of an amount equal to any amount not then due and payable under any Security Document or the Master Swap Agreement (in respect of Designated Transaction) but which the Bank, by notice to the Borrower and the Security Parties, states in its reasonable opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of this Clause 15.1(a); and
 
THIRDLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.
 
15.2       Variation of order of application. The Bank may (following the occurrence of an Event of Default or a Potential Event of Default which is continuing), by notice to the Borrower and the Security provide for a different manner of application from that set out in Clause 15.1 either as regards a specified sum or sums or as regards sums in a specified category or categories.
 
15.3       Notice of variation of order of application. The Bank may give notices under Clause 15.2 from time to time in respect of sums which may be received or recovered in the future.
 

 
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15.4       Appropriation rights overridden. This Clause 15 and any notice which the Bank gives under Clause 15.2 shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any Security Party.
 
15.5       Application of Earnings -Payment of Earnings. The Borrower undertakes with the Bank to ensure that, throughout the Facility Period (and subject only to the provisions of the General Assignment for the Vessel) all the Earnings of the Vessel are paid to the Operating Account for the Vessel and subject to no Event of Default having occurred which is continuing at the relevant time, all credit balances on the Operating Account shall be freely available to the Borrower.
 
16         ACCOUNTS
 
16.1     Loan Account
 
The Bank shall maintain in accordance with its usual practice, an account evidencing the amounts from time to time lent by, owing to and paid to it under the Security Documents. Such account confirmed by the Bank as per Clause 6 hereof shall, be conclusive as to the amount from time to time owing by the Borrower under the Security Documents.
 
16.2     Set-off
 
 
16.2.1
Upon the occurrence of any Event of Default, the Borrower authorises the Bank, without notice to the Borrower, to apply any credit balance to which the Borrower is then entitled and/or to whatever currency standing upon any such account of the Borrower with any branch of the in or towards satisfaction of the Indebtedness. For this purpose, the Bank is authorised to purchase with the moneys standing to the credit of such account such other currencies as may be necessary to effect such application. The Bank shall not be obliged to exercise any right given to it by this clause. The Bank shall notify the Borrower without delay upon the exercise or purported exercise of any right of set-off giving details in relation thereto.
 
 
16.2.2
The rights conferred on the Bank by this Clause shall be in addition to, and without prejudice to or limitation of, the rights of netting and set off conferred on the Bank by the Master Swap Agreement. The Borrower acknowledges that the Bank shall be under no obligation to make any payment to the Borrower under or pursuant to the Master Swap Agreement if, at the time that payment becomes due, there shall have occurred an Event of Default or Potential Event of Default, or an Event of Default or Termination Event (as those terms are, respectively defined in the Master Swap Agreement).
 
16.3     Operating Account
 
 
16.3.1
The Borrower undertakes with the Bank that it will:
 
 
(a)
on or before the Drawdown Date open with the Bank the Operating Account; and
 
 
(b)
procure that all moneys payable to the Borrower in respect of the Earnings cr other receivables regarding the Vessel shall, unless and until the Bank directs to the contrary be paid to the Operating Account free from Encumbrances (save for Encumbrances in favour of the Bank); Provided however that if any moneys paid to the Operating Account are payable in a currency other than Dollars, the Bank shall convert such moneys into Dollars at the Bank spot rate of exchange at the relevant time for the purchase of Dollars with such currency and the term “spot rate of
 

 
34
 

 
exchange” shall include any premium and costs of exchange payable in connection with the purchase of Dollars with such currency.
 
 
(c)
The Operating Account shall bear interest at the rate quoted by the Bank to its customers for comparable deposits in Dollars and for such periods as the Bank may determine, such interest to be credited to the Operating Account at intervals the Bank usually pays interest on deposits.
 
 
(d)
The Borrower hereby assigns to the Bank as a continuing security for the payment of the Indebtedness the Operating Account and all moneys from time to time standing to the credit thereof including any interest from time to time accrued and accruing thereon, such assignment to take effect immediately upon the occurrence of an Event of Default.
 
 
16.3.2
Withdrawals.
 
So long as no Default shall have occurred the Borrower shall be entitled to withdraw from the Operating Account any amount. Provided however that if in the opinion of the Bank there will be insufficient sums standing to the credit of the Operating Account to meet principal falling due on the next Repayment Date or interest due on the next Interest Payment Date or any other moneys which are due and payable to the Bank, the Bank shall be entitled to refuse any withdrawal from the Operating Account.
 
 
16.3.3
Application of Operating Account
 
 
(a)
The Bank shall be entitled (but not obliged) at any time to deduct from the balance for the time being standing to the credit of the Operating Account all other moneys which may fall due to be paid to the Bank under the terms of the Security Documents or otherwise howsoever in connection with the Loan.
 
 
(b)
At any time after the occurrence of an Event of Default, the Bank may, without notice to the Borrower, apply all moneys then standing to the credit of the Operating Account (together with interest from time to time accruing or accrued thereon) in or towards satisfaction of any sums due to the Bank under the Security Documents in the manner specified in Clause 15.
 
 
16.3.4
Relocation of Operating Account
 
The Borrower, at its own costs and expenses, undertake to comply with any written requirement of the Bank from time to time as to the location or relocation of the Operating Account and will from time to time enter into such documentation as the Bank may require in order to create or maintain a security interest in the Operating Ac count.
 
16.4     Retention Account
 
 
16.4.1
The Borrower on or before the Drawdown Date will open with the Bank the Retention Account.
 
 
(a)
For so long as any moneys are owing under the Security Documents, the Borrower shall pay to the Retention Account, at monthly intervals commencing with a first payment on the date falling one Month after the Drawdown Date and at monthly intervals thereafter (each such day being hereinafter called “Monthly Retention Date”) such sum (each sum being hereinafter called “Monthly Retention Amount”) as shall be the aggregate of:
 

 
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i.
the quotient of the Repayment Instalment amount from time to time falling due on the each time next Repayment Date divided by the number of the months intervening between the immediately previous and the such next Repayment Date, pursuant to Clause 7 hereof; and
 
 
ii.
the quotient of the amount of interest from time to time falling due in respect of the Loan or each part thereof on the each time next Interest Payment Date divided by the number of months of the relevant Interest Period.
 
 
(b)
The Bank is hereby irrevocably authorised by the Borrower to debit at every Monthly Retention Date the Operating Account with the Monthly Retention Amounts and to credit them to the Retention Account.
 
 
(c)
In case that any Earnings paid to the Operating Account relate to a period of employment of the Vessel longer than one (1) Month, then upon receipt of such Earnings the Retention Account shall be funded by an amount equal to so many Monthly Retention Amounts or part thereof as shall correspond to the longer period to which the said Earnings relate or any amount as may be determined by the Bank.
 
 
16.4.2
Unless and until there shall occur an Event of Default all Monthly Retenticn Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be set off and applied by the Bank (and express and irrevocable authority is hereby given by the Borrower to the Bank so to set off and apply the same) upon each Repayment Date and upon each Interest Payment Date in or towards payment of the Repayment Instalment then falling due and/or (as the case may be) the amount of interest then due. Each such set off and application by the Bank shall constitute a payment in or towards satisfaction of the corresponding payment obligations of the Borrower under this Agreement but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid set off application by the Bank is insufficient to meet the same.
 
 
16.4.3
Any amount for the time being standing to the credit of the Retenticn Account shall bear interest at the rate quoted by the Bank to its customers fbr deposits in Dollars for such period as the Bank may determine and for an amount comparable with the amount for the time being standing to the credit of the Retention Account.
 
 
16.4.4
Upon the occurrence of an Event of Default or at any time thereafter the Bank will set off and apply all sums standing to the credit of the Retention Account including accrued interest (if any) in the manner specified in Clause 15 without notice to the Borrower.
 
17         INDEMNITY
 
17.1     Miscellaneous Indemnities
 
The Borrower will indemnify the Bank against any and all expenses, claims, losses or liabilities sustained or incurred by the Bank as a result of
 
(a)
The Loan not being drawdown hereunder whether before or after the giving of the Drawdown Notice in accordance with the provisions of Clause 2.2. hereof for any reason whatsoever including but not limited to the refusal of the Bank to allow the disbursement of the
 

 
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Commitment because of the non fulfillment of the Conditions Precedent contained in Schedule I or any of them;
 
(b)
any default in payment by the Borrower of any sum under any of the Security Documents;
 
(c)
the occurrence of any other Event of Default;
 
(d)
the prepayment or repayment of the Loan or part thereof being made otherwise than on an Interest Payment Date relating to the part of the Loan prepaid or repaid.
 
including in any such case, but not limited to, any loss or expense suffered as a result of reemploying deposits acquired by the Bank (or any person to whom the Bank have sold a participation in the Loan) for the purpose of funding the Loan at a rate of return lower than the cost of acquiring the deposits or any expense incurred by the Bank (or such person) in liquidating the deposits as defined as “Break Costs” in Clause 1 hereof.
 
17.2     Currency
 
If, any payment by any of the Security Parties under any of the Security Documents is made or falls to be satisfied in a currency (the “payment currency”) other than the currency in which such payment is due under or in connection with such Security Documents (the “contractual currency”), then, to the extent that the amount of such payment actually received by the Bank, when converted into the contractual currency at the rate of exchange, falls short of the amount due under the Security Documents, the Borrower, as a separate and independent obligation, shall indemnify and hold harmless the Bank against the amount of such shortfall. For the purposes of the present Clause “rate of exchange” means the rate at which the Bank is able on or about the date of such payment to purchase the contractual currency with the payment currency and shall take into account any premium and other costs of exchange with respect thereto.
 
17.3     Environmental Indemnity
 
The Borrower shall indemnify the Bank on demand and hold the Bank harmless from and against all costs, losses, liabilities, actions, proceedings, penalties, fines, sanctions or other outgoings of whatever nature which may be suffered, or asserted against the Bank at any time, whether before or after the repayment in full of principal and interest under this Agreement, relating to, or arising directly or indirectly for any cause or reason whatsoever out of an Environmental Claim made or asserted against the Bank if such Environmental Claim would not have been made or asserted against the Bank if it had not entered into any of the Security Documents and/or exercised any of its rights, powers and discretions thereby conferred and/or performed any of its obligations thereunder and/or been involved in any of the transactions contemplated by the Security Documents.
 
17.4     Communications Indemnity
 
Express authority is hereby given by the Borrower to the Bank to accept (at the sole discretion of the Bank) all tested or untested communications given by facsimile, telex cable or e-mail, regarding any or all of the notices, requests, instructions or other communications under this Agreement.
 
The Borrower hereby assumes promises and recognises that the Bank shall not be held responsible for any loss, liability or expense that may result from the Bank’s compliance with such communications and the Borrower undertakes to indemnify the Bank from all actions, proceedings, damages, claims, expenses and any and all direct and/or indirect losses which the Bank may suffer, by reason of the Bank following such communications.
 
With regard to the above communications issued by electronic and/or mechanical processes (e.g. by facsimile, telex or e-mail), the risk of equipment malfunction, including, without limitation, paper
 

 
37
 

shortage, transmission errors, omissions and distortions of Borrower’s mechanical equipment is assumed fully and accepted by the Borrower.
 
The risks of misunderstandings and errors of communications being given as mentioned above, are for the Borrower and the Bank will be indemnified in full pursuant to this Clause.
 
Notwithstanding the above, the Bank may at any time, (and such discretion of the Bank is expressly admitted by the Borrower hereby) refuse to execute the notices, requests. instructions or communications of the Borrower, or any part thereof given by telex or fax if not confirmed in a manner acceptable to the Bank, without incurring any responsibility for loss, liability or expense arising out of such refusal.
 
18         REMEDIES AND WAIVERS
 
18.1     Remedies Modifications
 
The Borrower shall not be released from the obligations contained herein by the granting of time or any other indulgence to the Borrower or by any other act or thing whatsoever or whereby the Borrower is and has been so released and no failure to exercise nor any delay in exercising on the part of the Bank any right or remedy hereunder and/or the other Security Documents or by law shall operate as a waiver thereof nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other rights or remedy. No modification or waiver by the Bank of any provision of this Agreement or of any of the other Security Documents nor any consent by the Bank to any departure therefrom by the Borrower shall be effective unless the same shall be in writing and then shall only be effective in the specific case and for the specific purpose for which given. No notice to or demand on any such party in any such case shall entitle such party to any other or further notice or demand in similar or other circumstances.
 
18.2     Cumulative Remedies
 
The rights and remedies provided herein and/or in any other Security Document are cumulative and not exclusive of each other nor of any other rights or remedies provided by law.
 
18.3     Event of Default
 
The Borrower accepts that upon an Event of Default occurring the Bank has an absolute right to take immediate steps to realize its security and recover all and any sums due to it (including but not limited to the Loan remaining outstanding and any other moneys which may then be due and owing under this Agreement and/or any of the other Security Documents) exercising all powers available to it by law and/or set forth in the Security Documents or otherwise and nothing contained in the Security Documents shall be construed to the contrary.
 
19         LEGAL IMMINENCE
 
This Agreement and the other Security Documents contain the entire agreement of the parties and their provisions supersede the provisions of the Commitment Letter addressed by the Bank to the Borrower and others (save for the provisions thereof which relate to fees) and any and all other prior correspondence and oral negotiation by the parties in respect of the matters regulated by this Agreement.
 
19.1     Over Other Security Documents
 
In the event of any inconsistency between the provisions of this Agreement and the previsions of any other Security Document the provisions of this Agreement shall prevail.
 

 
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19.2     Contracts (Rights of Third Parties) Act 1999
 
Notwithstanding the provisions of the: Contracts (Rights of Third Parties) Act 1999, no term of this Agreement is enforceable by a person who is not a party to it.
 
20         COUNTERPARTS
 
This Agreement may be executed in any number of counterparts each of which when executed and delivered shall constitute an original but all the counterparts shall together constitute both one and the same instrument.
 
21         INVALIDITY
 
If at any time any one or more provisions of any Security Document and/or any Security Document or any other documents executed pursuant hereto or thereto is or becomes invalid illegal or unenforceable in any respect under any applicable law in any jurisdiction whatsoever, the validity legality and enforceability of the remaining previsions hereof or thereof shall not in any way be affected or impaired thereby. If, however, this event becomes known to the Bank prior to the drawdown of the Commitment the Bank shall be entitled to refuse drawdown until this discrepancy is remedied. Where, however, the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the full extent permitted by that law to the intent that this Agreement, the other Security Documents and any other documents executed pursuant hereto or thereto shall be deemed to be valid binding and enforceable in accordance with their respective terms.
 
22         ASSIGNMENT
 
This Agreement shall constitute continuing and primary obligations of the Borrower and shall be binding on and inure to the benefit of the Borrower the Bank and their respective successors and assigns provided that:
 
22.1     Assignment by the Borrower
 
The Borrower and any other parties to the Security Documents may not assign any rights and/or obligations hereunder and/or any other Security Document or any documents executed pursuant thereto without the prior written consent of the Bank and
 
22.2     Assignment by the Bank
 
The Bank may at any time assign, transfer or offer participations to any affiliated company of the EFG Group or, with the prior written consent of the Borrower, such consent not to be unreasonably withheld, to other banks or financial institutions in whole or in part, or in any manner dispose of all or any of its rights and/or obligations arising or accruing under this Agreement or under any of the other Security Documents or any documents executed pursuant to this Agreement and/or the other Security Documents. The Bank may disclose to a potential assignee, transferee or participant or to any other person who may propose entering into a contractual relations with the Bank in relation this Agreement such information about the Borrower and the Security Parties as the Bank shall reasonably consider appropriate.
 
23         EXPENSES
 
(a)
The Borrower shall reimburse the Bank immediately upon demand for all expenses including but not limited to the fees and expenses of the Legal Counsels of the Insurance Experts and/or
 

 
39
 

 
any other Experts the Bank may use e.t.c. as well as all legal fees and disbursements printing costs and other out of pocket expenses of whatsoever nature incurred by the Bank
 
 
(i)
in the negotiation preparation execution and where relevant registration of any of the Security Documents and of any amendment or extension of or granting of any waiver or consent hereunder and/or any other Security Document
 
 
(ii)
in contemplation of, or the enforcement of or preservation of any rights under any of the Security Documents or otherwise in respect of moneys owing under any of the Security Documents
 
 
(iii)
all fees and expenses payable pursuant to the present Clause shall be paid together with value added tax or any other tax (if any) properly chargeable thereon. Any value added tax or other tax chargeable in respect of any services supplied by the Bank under this Agreement shall be paid in addition to any sum agreed to be paid hereunder.
 
(b)
The Borrower shall pay all Taxes, the Security Documents are or at any time may be subject and shall indemnify the Bank against any liabilities costs claims arid expenses resulting from any omission to pay or delay in paying any such duties levies, dues and/or taxes.
 
23.2      If the Bank pays any of the amounts mentioned above as payable by the Bank, the Borrower shall reimburse same to the Bank together with interest at the rate referred to in Clause 8.4. from the date of Bank’s actual disbursement or loss to the date of payment to the Bank. The expenses are payable on demand.
 
24         NOTICE
 
24.1     Address
 
Each notice, request, demand or other communication to be given or made hereunder and/or any other Security Document shall be given in writing addressed to the Borrower c/o Eurobulk Ltd. at 40, Agiou Konstantinou Str., 151 24 Maroussi, Greece, fax no 0030 2111 804097 who is hereby irrevocably appointed by the Borrower as Its agent and who is empowered by it to receive and take delivery on Borrower’s behalf and account all documents and/or instruments addressed to the Borrower of whatever nature, and the Borrower hereby confirms and warrants that all such notifications, notices, or other communications e.t.c. delivered to its above agent will be considered by it as having been delivered to and received by itself. All such notifications notices, requests, demands or other communications if addressed to the Bank shall be delivered or mailed to the Bank at No 83, Akti Miaouli Street, Piraeus Greece or to such other address as is notified by one party to the other party hereunder in writing.
 
24.2     Time of Delivery
 
Any notice, request, demand or other communication to be given or made to the Borrower shall be deemed to have been delivered three (3) Banking Days after having been sent to its agent appointed by them in the preceding Clause, by first - class registered post prepaid in an envelope addressed as aforesaid but in the case of a telex facsimile transmission or other means of telecommunication in permanent written form or delivery by hand, such notice shall be deemed to have been delivered at the time of dispatch. If the day of dispatch is not a Banking Day it shall be deemed to have been received at the opening of business on the next such Banking Day.
 
25         GOVERNING LAW AND JURISDICTION
 
(a)
This Agreement and the Security Documents unless otherwise provided for herein, shall be governed by and construed in accordance with English Law. The Mortgage shall be governed by the law of the Flag State of the Vessel. The Pledges, the Corporate Guarantee shall be governed by the laws of Greece
 

 
40
 


(b)
For the exclusive benefit of the Bank, the Borrower hereby irrevocably submits itself to the non-exclusive jurisdiction of the Courts of England. Further, the Borrower agrees that any summons, writ or other legal process issued against any of the Security Parties either in England or Greece or in any other country as the case may be, shall be served upon the Borrower in Greece c/o Hill Taylor Dickinson at 2, II Merarchias Street 185 35 Piraeus Greece, fax no 0030 210 4284777), or in England c/o Messrs Hill Taylor Dickinson at Irongate House, Duke’s Place, London EC3A 7LP, England or to their successors, who are hereby authorised by the Borrower, acting on its own behalf to accept such service, which shall be deemed to be good service on the Borrower. The foregoing shall not limit the right of the Bank to start proceedings in any other country or to serve process in any other manner permitted by law. The Borrower hereby waives any objections as to the inconvenience of any forum elected by the Bank.
 
(c)
If it is decided by the Bank that any such proceedings should be commenced in any other country, then any objections as to the jurisdiction or any claim as to the inconvenience of the forum is hereby waived by the Borrower all of whom the Borrower confirms that they are representing and binding, and it is agreed and undertaken by the Borrower to accept service of legal process and not to contest the validity of such proceedings as far as the jurisdiction of the court or courts involved is concerned.
 
 
 
 

 
41

Schedule I
Documents and evidence required as conditions precedent to the Loan being made
 
 
Part 1
 
(a)
Constitutional documents
 
copies, legalized by a lawyer and certified by an officer of the Borrower as true, complete and up to date copies of all documents which contain or establish or relate to the constitution and organization of the Borrower and of any corporate shareholder of the Borrower. In case of a Liberian or Marshall Island Company, copies of
 
 
(i)
the transfer of subscription
 
 
(ii)
the Organizational Meeting
 
 
(iii)
the first Meeting of Directors
 
 
(iv)
all resolutions regarding election and resignation of Directors (if any) from the first meeting till today.
 
(b)
Corporate authorisations
 
copies of the relevant minutes containing the resolutions of the directors and shareholders of each Security Party approving the Security Documents to which such Security Party is, or is to be, party and authorizing the signature, delivery and performance of such Security Party’s obligations thereunder, as well as copies of the resolutions of the Corporate Shareholders to participate at the relative meeting of the shareholders of the respective Security Party. All copies of the meetings and resolutions of the Directors and Shareholders of each such Security Party to be certified (in a certificate dated not earlier than five Banking Days prior to the date of this Agreement) by the Secretary of such Security Party as:
 
 
(i)
being complete true and correct;
 
 
(ii)
being duly passed at meetings duly convened and held of the directors of such Security Party where the directors were present in person at arid throughout the said meetings and the resolutions were passed unanimously;
 
 
(iii)
not having been amended, modified or revoked; and
 
 
(iv)
being in full force and effect
 
and duly notarised and legalised by the appropriate consul as well as the originals or certified copies of any Powers of Attorney issued by any Security Party pursuant to such resolutions duly notarised and legalized by the appropriate consul.
 
(c)
Official Certificates of Good Standing of the Borrower.
 
(d)
Certificate of Incumbency: a list of directors and officers of each Security Party and of every corporate shareholder specifying the names and positions of such persons, certified (in a certificate dated not earlier than five Banking Days prior to the date of this Agreement) by an appropriate government authority, or if this is not possible, by the Secretary of such Security Party, or of the corporate shareholder to be true, complete and up to date and duly notarised and legalised by the appropriate consul.
 
(e)
A certificate, on behalf of the Borrower, by a Director having been authorised to execute same, on which the documents mentioned sub-sections (a), (b), (c), (d) and (e) of this Part 1 of Schedule I will have been attached, reading substantially as follows:
 

 
42
 

 
CERTIFICATE
 
I, the undersigned, _______________the Secretary of (name of the Borrower or of the other Security Party) __________________ (“the Company”), a company duly organized and existing under the laws of __________hereby certify that:
 
1.
Attached hereto and marked “A” is a true and complete copy of the Articles of Incorporation and of all documents relating to the constitution of the Company (and of all amendments thereof) which are in full force and effect as of the date hereof.
 
2
Attached hereto and marked “B” is a true and complete copy of the Minutes of a Meeting of the Directors of the Company held in ___________ on the ________ day of _______ 2007 at which Meeting all the Directors of the Company were present in person and acted throughout and the Resolutions passed at the Meeting were passed unanimously and have not been varied or revoked and remain in full force and effect as of the date hereof.
 
3.
Attached hereto and marked “C” is a true and complete copy of the Minutes of the meeting of the Shareholders of the Company held in ___________ on the ___ day of ________ 2007 at which meeting bearer share certificates representing all of the authorised and issued shares of the Company were tabled and voted throughout by the holders thereof (or, as the case may be, the registered shareholders of all of the authorised and issued shares of the Corporation were present in person or by proxy and acted throughout) such meeting having been convened and notice thereof having been duly waived by all persons entitled thereto and the Resolutions passed at such meeting remain in full force and effect and unamended as of the date hereof.
 
4.
Attached hereto marked “D” is a true and complete copy of the Power of Attorney approved by the Directors and Shareholders of the Company at the Meetings described in paragraphs, 2 and 3 above, a copy of which Power of Attorney has been attached to the Minutes of the said Meetings.
 
5.
The Directors and Officers of the Company are, as at the date hereof, and were, as at the date of the Meeting of the Directors, the following, being all the Directors and Officers of the Company:
 
   
Director/President
   
Director/Secretary
   
Director/Treasurer

 
6.
The legal shareholder(s) of the Company is/are, as the date hereof, and was/were, as at the date of the Meetings of the Directors and shareholders, that referred to in the copy of the Minutes of the Meeting of Shareholders attached hereto and marked C.
 
7.
The name, title and specimen signature of each person who has executed or will execute any of the Security Documents (as such term is defined in the Loan Agreement referenced in the Resolutions certified in item 2 above) and/or any other document incidental hereto and thereto on behalf of our Company are as set forth below, and each such person is on the date hereof and thereunto duly authorised.
 
Name and Title
 
Specimen Signature
     
     
     

 
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8.
I confirm that I am duly authorised by the Company to execute this certificate. If any certification contained herein ceases to be true and correct at any time prior to the execution and delivery of the documentation referenced in the Resolutions in paragraph 2 above, I will immediately give to the Bank notice to that effect.
 
All terms defined in the Loan Agreement and used but not defined herein have the meanings given to them in such Agreement.
 
IN WITNESS WHEREOF, this certificate has been executed on and as of __________ 2007
 
 
(name of the Security Party)
   
 
By:
 
 
Title:
 
   

(f)
Opinions
 
an opinion on the validity of the Security Documents addressed to the Bank by special legal advisers approved by it and having particular knowledge of the national law by which the validity of the relative Security Document may be affected.
 
(g)
Further opinions
 
an opinion of the legal adviser to the Borrower as to all matters of law as the Bank shall deem relevant to the Loan Agreement as it may require.
 
(h)
Borrower’s process agent
 
a copy, certified as a true copy by the Borrower’s solicitors of a letter from the Borrower’s agent for receipt of service of proceedings accepting its appointment under the Security Documents in which it is or is to be appointed as such agent; and
 
(i)
Insurance Opinion
 
an opinion from insurance consultants approved by the Bank, on the insurances effected in respect of the Vessel.
 
(j)
Arrangement Fee
 
Evidence that the Arrangement Fee has been paid in full up to the date.
 
 
 
44

 
Documents and evidence required as conditions precedent and (where the context permits) subsequent.
 
Part   2
Evidence concerning the Vessel
 
(a)
Charter free valuation and preparation of insurance report of the Vessel as at the date determined by the Bank prior to the drawdown prepared on the basis specified in the Agreement.
 
(b)
Evidence that the Vessel has been duly registered in the ownership of its owner under the laws and flag of its shipping registry free from any Encumbrances (including those on its earnings, insurances, charter rights and requisition compensation) save for those in favour of the Bank and that the Mortgage on the Vessel has been recorded in the respective Registry with first priority.
 
(c)
Evidence that the Vessel has been surveyed at the cost of the Borrower by surveyors appointed and/or approved by the Bank and a copy of the surveyors’ report has been delivered to it.
 
(d)
Certificate of Confirmation of Class for hull and machinery confirming that the Vessel is classed in the highest Class of a Classification Society acceptable to the Bank and remains free of recommendations notations affecting class. The Bank should be notified of the Classification Society with which the Vessel will be or is (as the case may be) classed at least fifteen days prior to the Drawdown Date.
 
(e)
Due authorisation enabling the Bank to obtain copies of class records or other information at its discretion from the Classification Society regarding the Vessel and a confirmation from the classification Society that it will forward to the Bank all the quarterly listings issued in respect with that Vessel’s condition.
 
(f)
Photocopies of the Vessel’s current and unexpired trading certificates.
 
(g)
Evidence that the Vessel has been or will -on drawdown- be insured in accordance with the insurance requirements provided for in the Schedule of this Agreement with Underwriters, Insurance Companies, P & I and War Risks Associations which meet with the approval of the Bank. Such evidence shall include Hull and Machinery Marine risks full cover notes, stating all terms and conditions listing the security involved and incorporating the Loss Payable Clause and in the case of War Risks and Protection and Indemnity cover the Certificate of Entry and/or cover notes if appropriate.
 
(h)
Letters of Undertaking for the Vessel acceptable to the Bank and issued by Hull and Machinery brokers and/or War Risks Associations or brokers and Protection & Indemnity Associations approved by the Bank for the Vessel acceptable to the Bank.
 
(i)
Certified true photocopies of any charterparty or other contract of employment of the Vessel which will be in force on the Drawdown Date.
 
(j)
Certified true photocopies of the management agreement relating to the Vessel and the Manager’s Undertaking duly executed by the Manager confirming that it will throughout the Facility Period manage the Vessel on behalf of its Owner and subordinate all its rights against the Owner or the Vessel to those of the Bank.
 
(k)
Evidence that the Manager and the Vessel has obtained certification of compliance with ISM Code and/or ISPS Code.
 

 
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(l)
Documentary evidence as to the light displacement tonnage of the Vessel.
 
(m)
Confirmations by the Insurers of the Vessel addressed to the Bank that they will issue letters of undertaking and endorse notices of assignment and loss payable Clauses on the Insurances, as soon as they receive the respective notices of assignment.
 
(n)
As a condition subsequent authenticated copy of a Transcript of Registry issued by the Registrar of Ships proving the registration of the Vessel in the ownership of the Borrower and the recording of the Mortgage on first priority. Such evidence must be produced to the Bank not later than three (3) Banking Days after the Drawdown Date.
 

 

 

 
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Schedule II
INSURANCE REQUIREMENTS
 
A .       PREAMBLE
 
This Schedule is an integral part of the above Agreement to which it is attached. All the terms and conditions hereinbelow and/or any other provision concerning Insurance in any Clause of the Security Documents form the Insurance requirements thereof.
 
All the words and expressions used in this Schedule shall have the meaning stated in the Agreement and the following expressions shall be interpreted as follows:
 
“Approved Brokers”: Insurance Broker(s) and/or firm of Insurance Brokers, appointed by the Owner, as may from time to time be approved by the Bank in writing and/or appointed by the Bank for the purposes of this Agreement;
 
“Excess Risks”: The proportion (if any) of claims for general average, salvage and salvage charges and under the standard collision clause which will not be recoverable, in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding its insured value;
 
“Insurances”: All the policies and contracts of insurance as set forth under paragraph B hereinbelow which are taken out or entered into by or for the benefit of the Owners (whether in the sole name of the Owners or, if required by the Bank, in the joint names of the Owners and the Bank) in respect of the Vessel and its earnings or otherwise howsoever in connection with the Vessel and all benefits of such policies and/or contracts (including all claims of whatsoever nature and return of premiums);
 
“Insurers” means the underwriters or insurance companies with whom any insurance is effected and the associations of any protection and indemnity, FD & D or war risks or the managers of such associations in which the Vessel may at any time be entered. Al Insurances must be contracted with Insurers approved by the Bank;
 
“Loss Payable Clause”: The provisions regulating the manner of payment of sums receivable under the Insurance which are to be incorporated in the relevant insurance document, such Loss Payable Clauses to be in the forms set out in Paragraph D (1) hereinbelow, or such other form as may from time to time be approved in writing by the Bank;
 
“Owners”: The owners of the Vessel referred to in the Loan Agreement as Borrower;
 
“Protection and Indemnity Risks”: The usual risks covered by a Protection and Indemnity Association (whether actually covered by Protection & Indemnity Association(s) and/or underwriters) and/or insurance companies), including the proportion (if any) which is not recoverable in the case of collision under the standard collision clause;
 
“Required Amount” means the aggregate of the insured amounts on the Vessel referred to in the Loan Agreement, which Required Amount can not be less than 120 per cent of the amount of the Loan;
 
“War Risks”: Risks including the risk of mines and all risks excluded from the standard form of marine policy by the free of capture and seizure clause;
 

 
47
 


 
 
B .         INSURANCES TO BE EFFECTED AND MAINTAINED

The Insurance must be effected and maintained according to the provisions of the Loan Agreement, including this Schedule and the risks set forth in this as follows:
 
a.         Hull and Machinery
Insurance against fire and usual marine risks (including Excess Risks if so required by the Bank) on an agreed value basis, on a full cover and all risks basis according to English or American or similar Hull Clauses, for the Required Amount, with such reasonable deductible and upon such terms as shall from time to time be approved in writing by the Bank;
 
b.         Increased Value
(if required by the Bank) Insurance of increased value (Total Loss only, Excess Liabilities included) as per the applicable English or American Institute Clauses or similar clauses (Disbursement/Increased Value/Excess Liabilities) up to an amount no less than the Required Amount, as shall from time to time be approved in writing by the Bank;
 
c.         War Risks
Insurance against War Risks according to London Institute War Clauses or similar, on an agreed value basis, for the Required Amount upon such terms as shall from time to time be approved in writing by the Bank, attaching also the so-called War Protection and Indemnity Clauses. If not fully covered by these insurances, crew war liabilities insurance shall have to be effected separately;
 
d.         Protection and Indemnity
Insurance against Protection and Indemnity Risks for the full value and tonnage of the Vessel insured (as approved in writing by the Bank) in accordance with the relevant Rules/Protection and Indemnity Institute Clauses and deductibles provided thereof and/or agreed for all risks including Pollution with Excess Liability insured by P&I Club(s) and/or underwriter(s) and/or insurance company(ies) approved in writing by the Bank. No risks will be excluded and no deductibles provided for in the rules and/or agreed will be altered, without the written consent of the Bank having been previously obtained. If crew liabilities (inductively, loss of life, injury or illness) have been excluded from the insurance cover or insured on a deductible excess basis, such liabilities shall be further insured separately with other underwriters, always acceptable to the Bank and upon such terms as shall from time to time be approved in writing by the Bank;
 
e.         Pollution Liability
Supplementary insurance of oil pollution liability including full cover of pollution risks for the amount up to the maximum commercially available limit and upon such terms as shall be commercially available and approved in writing by the Bank;
 
f.          USA Pollution Risk
Supplementary insurance of oil pollution liability (in the event the Vessel insured is scheduled to operate within or nearby USA jurisdiction) for an amount and upon such terms as shall from time to time be approved in writing by the Bank;
 
g.          FD & D Cover
Insurance of Freight, Demurrage and Defence upon such terms and conditions as shall from time to time be approved in writing by the Bank;

 
48
 


 
h.         Mortgagee’s Interest
Insurance of the mortgagee’s interest, to be effected and maintained by the Bank, in the name of the Bank, but at the expenses of the Owner, or Borrower including (if required by the Bank at its sole discretion) Mortgagee’s Asset Protection (Pollution) coverage and/or additional perils pollution in the event the Vessel insured trades in the United States waters or in the Exclusive Economic Zone of the United States (as such term is used in the United States Oil Pollution Act of 1990) or other similar insurance in respect of any pollution claim(s) against such Vessel insured, for the Required Amount, calculated at the last Interest Payment Date, under the “german wording” or similar, for 360 days (or less) or upon such terms as shall from time to time be determined by the Bank;
 
i.          Other
Insurance of such other matters of whatsoever nature and howsoever arising in respect of which the Bank would at any time reasonably require the Vessel to be insured;
 
j.           Port Risks
(in the event the Vessel insured is laid up for an extended period) Insurance effected and maintained with prior written consent of the Bank instead of the insurances required under the provisions of sub-clauses a, e, f, and k above, against Hull and Machinery Risks, Protection and Indemnity Risks, subject to the conditions of “Institute Time Clauses Hulls, Port Risks”, or similar, including War Risks subject to the conditions of “Institute War and Strikes Clauses, Hulls, Time”, or similar, extended to include War Protection and Indemnity Risks or other such similar insurance clauses or contact the terms of which shall be approved in writing by the Bank.
 
C.          TERMS AND OBLIGATIONS FOR EFFECTING AND MAINTAINING INSURANCES
 
 
It is hereby undertaken by the Owner and/or any other person which is obliged under the Security Documents, that until all moneys payable to the Bank (whether actually or contingently) pursuant to the Loan Agreement and the other Security Documents have been paid in full, the Owner shall comply with the following undertaking:
 

1.            To effect and maintain at all timers the Insurances in form and substance and under terms satisfactory to the Bank.
 
2.            To effect the Insurances in Dollars or such other currency as the Bank may approve and through the Approved Brokers (other than the said mortgagee’s interest insurance which shall be effected through brokers nominated by the Bank) and with such Insurers as shall from time to time be appointed and/or be approved in writing by the Bank.
 
3.            To effect and maintain the Insurances free of cost and expense to the Bank in the sole name of the Owner or, if so required by the Bank, in the joint names of the Owner and the Bank (but without liability on the part of the Bank for premiums or calls).
 
4.            Unless otherwise agreed in writing by the Bank, the amount in respect of which the Insurances should be effected shall be equal to at least the market value of the Vessel and shall at least be 120% of the amount of the Loan and the Swap Exposure.
 
5 .            Any person which is obliged under the Loan Agreement to which these Insurance Requirements are attached to effect and maintain the Insurances, it will be obliged and hereby
 

 
49
 

undertakes, jointly and severally with any other person having the same obligation to (and will ensure that the Owner, if they are different persons shall)
 
(a)
procure and ensure that the Approved Brokers and/or Insurers as the case may be, shall send to the Bank a Letter of Undertaking in respect of the Insurances in form and substance satisfactory to the Bank and a Notice of Cancellation as per Paragraph D hereinbelow. Said Letter of Undertaking shall be in accordance with the form recommended by Lloyd’s Insurance Brokers Committee, or any subsequent LIBC form, or any other similar form, which is approved by the Bank and shall include a further undertaking to give immediate notice of any insurance being subject to the Condition Survey Warranty (J.H. 115) and/or structural Conditions Warranty (J.H. 722) and/or the Classification Clause (Hulls) dated 29/6/89, fifteen days prior to the attachment date of any insurance bearing any of these warranties, or in such shorter time as the Bank may agree.
 
(b)
If any of the Insurances form part of a fleet cover, procure that the Vessel shall be considered by insurers as separately insured and further procure that the Approved Brokers and/or Insurers as the case may be, shall undertake to the Bank that they shall neither set off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance of the Vessel for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Bank;
 
(c)
punctually pay all premiums, calls, contributions or other sums payable in respect of all Insurances and produce all relevant receipts and details or other evidence of payment when so required by the Bank;
 
(d)
notify the Bank of the names of the brokers and/or all of the Insurers proposed to be employed by the Owners for the purposes of the renewal of such Insurances and of the amounts and terms in which such Insurances are proposed to be renewed and the risks to be covered at least twenty one (21) days before the relevant policies, contracts or entries, expire, (or in such shorter period as the Bank may agree), and, subject to compliance with any requirements of the Bank under these Insurance Requirements, procure that appropriate instructions for the renewal of such Insurances on the terms so specified are given to the Approved Brokers and/or to the approved Insurers at least fourteen (14) days before the relevant policies, contracts or entries expire, and that the Approved Brokers and/or the approved Insurers will at least seven (7) days before such expiry (or within such shorter period as the Bank may from time to time agree) confirm in writing to the Bank as and when such renewals have been effected in accordance with the instructions so given and to procure that a Cancellation Clause shall be endorsed on the relevant policies, contracts or entries for a Notice of Cancellation to the Bank on the terms set out in Paragraph D of this Schedule.
 
(e)
arrange for the execution and delivery of such guarantees or indemnities as may from time to time be required by any protection and indemnity or war risks association;
 
(f)
deposit with the Approved Brokers (procure the deposit of) all slips, cover notes, policies, certificates of entry or other instruments of insurance from time to time issued and procure that the interest of the Bank shall be endorsed thereon by incorporation of the relevant Loss Payable Clause and by means of a Notice of Assignment (signed by the Owners) in the form set out in Paragraph D hereinbelow or in such other form as may from time to time be agreed in writing by the Bank, and that the Bank shall be furnished with pro forma copies thereof.
 
(g)
procure that the Insurers shall note the Bank’s interest and endorse the relevant Loss Payable Clause on the relevant certificates of entry or policies and shall furnish the Bank with a copy of such certificates of entry or policies;
 

 
50
 


 
(h)
do all other necessary things and provide all such documents, evidence and information, so as to enable the Bank to collect and recover any moneys which shall at any time become due in respect of the Insurances;
 
(i)
not employ or permit the Vessel to be employed in any other way than in conformity with the terms of the Insurances (including any warranties express or implied therein) and with any applicable law without first obtaining the consent of the Insurers to such employment and complying with such requirements as to extra premium or otherwise as the Insurers may prescribe;
 
(j)
apply all sums receivable under the Insurances which are paid to the Owner in accordance with the Loss Payable Clauses in repairing all damage and/or in discharging the liability in respect of which such sums shall have been received;
 
(k)
in case that the Vessel is scheduled to operate or operates within or nearby USA, make all the Protection & Indemnity Club US Voyage Quarterly Declarations for each quarter in time and/or obtain prior to the Vessel’s arrival in US territorial waters all relevant certificates as from time to time may be required, such as COFR, or any other similar, and forward copies of same to the Bank;
 
(l)
not without the prior consent of the Bank alter any insurance nor make, consent or agree to any act or omission which would or might render any insurance invalid, void, voidable or unenforceable or render any sum paid out under any insurance repayable in whole or in part.
 
(m)
reimburse the Bank for any premiums paid by the Bank or pay to the Bank the amount of any premiums to be paid by the Bank in order to effect and maintain a policy of Mortgagee’s Interest Insurance or any other additional insurance that the Bank decides to take at its discretion as well as reimburse the Bank for all expenses and premiums paid by the Bank in order to effect insurances that the Owner failed to effect.
 
6.            Fleet cover is permitted only subject to the prior written approval of the Bank under the conditions set out in Paragraph 5(b) above and the Bank prior express written approval of fleet aggregate deductibles.
 
D.            FORMS AND WORDING
 
(a)            Loss payable clause
 
The Loss Payable Clauses to be attached to the Insurances should be substantially 1n the following form:
 
(1)             Hull and Machinery (Marine & War Risks) : It is hereby noted that by an assignment dated _______________________ the  Owner _______(insert name) _______ has assigned to  EFG EUROBANK ERGASIAS S.A (the Mortgagees) all rights title and interest in and to all policies and contracts of insurance from time to time taken out or entered into by or for the benefit of the Owner in respect of ________ (insert name of Vessel) _____________ and all benefits arising thereof including all claims of whatsoever nature (including return of premiums) thereunder and accordingly:
 
Save as hereinafter provided, all claims arising under the Insurances, whether in respect of an actual, constructive, compromised or arranged Total Loss of the Vessel or otherwise howsoever, shall be payable to the Mortgagees or as it may direct, (provided that the written consent of the Mortgagees shall be obtained prior to a compromised or arranged Total Loss being agreed with the Insurers) and provided always that unless and until written notice to the contrary has been received from the
 

 
51
 

Mortgagees, claims (other than Total Loss claims) not exceeding USD three hundred United States Dollars (USD 300,000) or its equivalent in any other currency (inclusive of any deductible) in respect of any one claim may be paid to the Owner or its order.
 
(2)             Protection and Indemnity Risks : Payment of any recovery in respect of protection and indemnity risks which _____________ (the “Owner”) is entitled to make out of the funds of the Insurers in respect of any liability, costs or expenses incurred by the Owner, shall be made to the Owner or to its order unless and until the Insurer receives notice to the contrary from EFG EUROBANK ERGASIAS S.A (the Mortgagees) in which event all recoveries shall thereafter be paid to the Mortgagees or to its order; provided that no liability whatsoever shall attach to the Insurers or its agents for failure to comply with the latter obligation until the expiry of two clear business days from the receipt of such notice.
 
(b)            Notice of Assignment .
 
The notice of assignment shall be in the following form:
 
(For attachment by way of endorsement to the Policy) __________ the Owner of M/V (the “Vessel”) , HEREBY GIVE NOTICE that by an assignment of even date herewith and entered into by us with EFG EUROBANK ERGASIAS S.A there have been assigned by us to the said Bank, as Mortgagees of the Vessel, all insurances in respect thereof and all benefits arising under the insurances taken or entered into from time to time by the Owners or for the benefit of the Owners in respect ________________________________ thereof including but not limited to the insurances constituted by the policy whereon this notice is endorsed or shall be endorsed.
 
 
Signed
For and behalf of
Owner
Dated

(c)            Notice of Cancellation
 
Owners to procure that Notices of Cancellation of Insurances be given by the Insurers and/or by the brokers to EFG EUROBANK ERGASIAS S.A. at its branch office at 83, Akti Miaouli street, Piraeus, 185 38, Greece (and such Notices of Cancellation be endorsed on the Insurances) providing that the same will be given to the Bank in the following cases:
 
(1)            immediately in the event of any material changes affecting the insurances.
 
(2)            not later than ten days prior to the expiry of any of the insurances, if ins:ructions have not been received for the renewal thereof and, in the event of instructions being received to renew, of the details thereof;
 
(3)            immediately if the underwriters give notice of their intention to cancel the Insurances provided that the underwriters will not exercise any rights of cancellation by reason of unpaid premiums without giving the Bank fourteen (14) days from the receipt of such notice in which to remit the sums due.
 

52

Schedule III

Notice of Drawdown

To:
EFG EUROBANK ERGASIAS S.A 83, Akti Miaouli street
Piraeus
 
Dear Sirs,
NOTICE OF DRAWDOWN
 
We refer to the Loan Agreement dated 7 June 2007 made between the Bank and the Borrower (“the Loan Agreement”).
 
Words and phrases defined in the Agreement shall have the same meanings when used herein.
 
Pursuant to Clause 2.2 of the Loan Agreement we hereby irrevocably request that you advance the amount of Dollars representing the Loan to us on 2007, which is a Business Day, by paying the said sum as to
 
We hereby warrant that the representations and warranties contained in Clause 4 of the Agreement are true and correct at the date hereof and will be true and correct on 2007 and that no Event of Default nor any event which would with the giving of notice and/or the passage of time and/or the satisfaction of any materiality test constitute an Event of Default has occurred or is continuing, and that no Event of Default will result from the drawdown of the Loan.
 
 
We select the period of [ ] months as the first interest period for the whole of the said amount.
 

 
Yours faithfully,
 
     
     
 
For and on behalf of
Manolis Shipping Limited
 
     

 
 
 
53
 
 
 

 
Schedule IV
PAYMENT SCHEDULE
 
Instalment
No
Payment Date
Repayment
Instalment
Total Principal
Amount
1
3 months after the Drawdown Date
USD 160,000
USD 9,840,000
2
6 months after the Drawdown Date
USD 160,000
USD 9,680,000
3
9 months after the Drawdown Date
USD 160,000
USD 9,520,000
4
12 months after the Drawdown Date
USD 160,000
USD 9,360,000
5
15 months after the Drawdown Date
USD 160,000
USD 9,200,000
6
18 months after the Drawdown Date
USD 160,000
USD 9,040,000
7
21 months after the Drawdown Date
USD 160,000
USD 8,880,000
8
24 months after the Drawdown Date
USD 160,000
USD 8,720,000
9
27 months after the Drawdown Date
USD 160,000
USD 8,560,000
10
30 months after the Drawdown Date
USD 160,000
USD 8,400,000
11
33 months after the Drawdown Date
USD 160,000
USD 8,240,000
12
36 months after the Drawdown Date
USD 160,000
USD 8,080,000
13
39 months after the Drawdown Date
USD 160,000
USD 7,920,000
14
42 months after the Drawdown Date
USD 160,000
USD 7,760,000
15
45 months after the Drawdown Date
USD 160,000
USD 7,600,000
16
48 months after the Drawdown Date
USD 160,000
USD 7,440,000
17
51 months after the Drawdown Date
USD 160,000
USD 7,280,000
18
54 months after the Drawdown Date
USD 160,000
USD 7,120,000
19
57 months after the Drawdown Date
USD 160,000
USD 6,960,000
20
60 months after the Drawdown Date
USD 160,000
USD 6,800,000
21
63 months after the Drawdown Date
USD 160,000
USD 6,640,000
22
66 months after the Drawdown Date
USD 160,000
USD 6,480,000
2 3
69 months after the Drawdown Date
USD 160,000
USD 6,320,000
24
72 months after the Drawdown Date
USD 160,000
USD 6,160,000
25
75 months after the Drawdown Date
USD 160,000
USD 6,000,000
26
78 months after the Drawdown Date
USD 160,000
USD 5,840,000
27
81 months after the Drawdown Date
USD 160,000
USD 5,680,000
28
84 months after the Drawdown Date
USD 160,000
USD 5,520,000
29
87 months after the Drawdown Date
USD 160,000
USD 5,360,000
30
90 months after the Drawdown Date
USD 160,000
USD 5,200,000
31
93 months after the Drawdown Date
USD 160,000
USD 5,040,000
32
96 months after the Drawdown Date
USD 160,000
USD 4,880,000
 
Plus Balloon Payment payable together with the 32nd
Instalment
USD4,880,000
 


 
 
54

 
Schedule V
DESIGNATION NOTICE
 
To: EFG EUROBANK ERGASIAS S.A.
83, Akti Miaouli Street
185 38 Piraeus
Greece
For the attention of Mr Sissy Hydreou

[date]
 
Dear Sirs
 
Loan Agreement dated 7 June 2007 made between (i) ourselves as Borrower and (ii) yourselves as Lender and Swap Bank (the “Loan Agreement”).
 
We refer to:
 
1.           The Loan Agreement;
2.           the Master Swap Agreement; and
3.           a Confirmation delivered pursuant to the said Master Swap Agreement dated [         ]
 
In accordance with the terms of the Loan Agreement, we hereby give you notice of the said Confirmation and hereby confirm that the Transaction evidenced by it will be designated as a “Designated Transaction” for the purposes of the Loan Agreement and the Finance Documents.
 
Yours faithfully,
 

 
Stephania Karmiri
 
for and on behalf of
MANOLIS SHIPPING LIMITED
 


 
55
 

IN WITNESS whereof the parties hereto have caused this Agreement to be executed the day and year first above written.

SIGNED and DELIVERED
By Stephania Karmiri
the duly appointed Attorney for and on
behalf of MANOLIS SHIPPING LIMITED
in the presence of Katerina Avramidou
)
)
)
)
)
 
 
     


SIGNED and DELIVERED
by Marina Tzoutzourakis and
Ioannis Toirikos
the duly authorised attorneys
for and on behalf of
EF’G EUROBANK ERGASIAS S.A.
in the presence of Katerina Avramidou
)
)
)
)
)
)
)
 
     

 

 
56
 


EXHIBIT 4.18

 
DATED: 29 th OCTOBER 2007
 
TRUST NAVIGATION CORP .
 
(THE “ B ORROWER”)
 
-AND-
 
EFG EUROBANK ERGASIAS S.A
 
THE “ B ANK”
 
LOAN AGREEMENT FOR THE AMOUNT
 
OF USD 15,000,000
 
M/V. “TRUST JAKARTA” TBN “JOANNA P”
 

 
 
 

 
PAGE NO
     
1.
PURPOSE, DEFINITIONS AND INTERPRETATION
1
2.
DISBURSEMENT
9
3.
CONDITIONS PRECEDENT
10
4.
REPRESENTATIONS AND WARRANTIES
11
5.
ARRANGEMENT FEE
17
6.
EVIDENCE
17
7.
REPAYMENT AND PREPAYMENT
17
8.
INTEREST AND INTEREST PERIODS
19
9.
THE MASTER SWAP AGREEMENT
22
10.
PAYMENTS ACCOUNTS & CALCULATIONS
23
11.
UNLAWFULNESS AND INCREASED COSTS
24
12.
SECURITY
25
13.
COVENANTS
26
14.
EVENTS OF DEFAULT
32
15.
APPLICATION OF RECEIPTS
36
16.
ACCOUNTS
37
17.
INDEMNITY
39
18.
REMEDIES AND WAIVERS
41
19.
LEGAL IMMINENCE
42
20.
COUNTERPARTS
42
21.
INVALIDITY
42
22.
ASSIGNMENT
42
23.
EXPENSES
43
24.
NOTICE
43
25.
GOVERNING LAW AND JURISDICTION
44
 
SCHEDULE I
44
 
SCHEDULE II
51
 
SCHEDULE III
58
 
SCHEDULE IV
59


 

 
 
 


 
THIS AGREEMENT is dated the twenty third (29 th ) day of October two thousand seven and made
 
BETWEEN
 
1.             TRUST NAVIGATION CORP . being a company incorporated in accordance with the laws of the Republic of Liberia, whose registered office is at 80, Broad Street, Monrovia, Liberia (referred to below as “ the Borrower ”); and
 
2.             EFG EUROBANK ERGASIAS S.A ., a banking societe anonyme duly incorporated under the laws of Greece, having its registered office at 8, Othonos Street, Athens, Greece, acting for the purposes of this Agreement through its office at 83, Akti Miaouli, 185 38 Piraeus, Greece (referred to below as “ the Bank ”).
 
WHEREAS
 
At the request of the Borrower, the Bank has agreed to advance to the Borrower a secured loan facility in the amount of up to United States Dollars fifteen million (USD 15,000,000) upon the terms and conditions hereinafter set forth.
 
IT IS HEREBY AGREED as follows:-
 
1.          PURPOSE, DEFINITIONS AND INTERPRETATION
 
The purpose of the Loan shall be to make available to the Borrower a facility in the amount of up to United States Dollars fifteen million (USD 15,000,000) by one (1) advance for the purpose of partly financing the acquisition cost of the Vessel (as hereinafter defined)
 
In this Agreement unless the context otherwise requires the following terms shall have the following meanings:
 
“ Affiliate ” with respect to any person at any time, means any entity directly or indirectly controlling, controlled by or under common control with that person at that time. For purposes of this definition, “person” means any individual or legal entity or union of individuals, “control” means the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “controlling” and “controlled” have correlative meanings.
 
“ Agreed Rate ” means a rate agreed between the Bank and the Borrower on the basis of which (instead of LIBOR) the interest rate is determined pursuant to Clause 8.1. hereof.
 
“ Agreement ” means this Loan Agreement and the documents referred to in Clause 12 hereof as well as every other document from time to time executed to secure the Indebtedness.
 
“ Annex VI ” means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997).
 
“ Applicable Interest Rate ” means the rate of Interest based on LIBOR as determined in Clause 8.1. hereof.
 
“ Arrangement Fee ” means the fee to be paid by the Borrower to the Bank pursuant to Clause 5 hereof.
 

 
1
 


 
“ Bank ” means EFG EUROBANK ERGASIAS S.A., a banking societe anonyme duly incorporated under the laws of Greece, having its registered office at 8, Othonos Street, Athens, Greece, acting for the purposes of this Agreement through its office at 83, Akti Miaouli, 185 38 Piraeus, Greece or through any other branch notified to the Borrower from time to time pursuant to Clause 24 and its successors and assignees and transferees.
 
“ Banking Day ” means a day on which banks in New York, London, Athens and Piraeus are open for business. However in respect of a day on which a payment in Dollars is required to be made hereunder to the Bank, Banking Day shall mean a day on which dealings in deposits in Dollars are carried on in the London Interbank Market and on which banks are open for business in London, and New York City.
 
“ Borrower ” means Trust Navigation Corp. a company duly incorporated under the laws of the Republic of Liberia and having its registered office at 80, Broad Street, Monrovia, Republic of Liberia.
 
“ Break Costs ” means all costs, liability or loss including a loss of prospective profit, premiums or penalties incurred by the Bank in the circumstances contemplated by Clause 17.1., or as a result of it receiving any prepayment of all or any part of the Loan (whether pursuant to Clause 7 or otherwise), or any other payment under or in relation to the Security Documents on a day other than the due date for payment of the sum in question, and includes (without limitation) any losses or costs incurred in liquidating or re-employing deposits from third parties acquired to effect or maintain the Loan, and any liabilities, expenses or losses incurred by the Bank in terminating or reversing, or otherwise in connection with, any Transaction or any other interest rate transaction or arrangement entered into by any Bank to hedge any exposure arising under this Agreement, or in terminating or reversing, or otherwise in connection with, any open position arising under this Agreement.
 
“ Charter ” means the time charter in respect of the Vessel entered or to be entered into between the Borrower and the Charterer, for a minimum unexpired duration of eight (8) months commencing from the Drawdown Date at a minimum net daily rate of hire of United States Dollars thirty three thousand seven hundred (USD 33,700) or any other charter or contract of employment which may replace same in respect of the Vessel acceptable to the Bank.
 
“ Charterer ” in respect of any Charter, means a first class charterer in the opinion of the Bank and acceptable to the Bank in its discretion.
 
“ Charter Rights ” in respect of the Vessel, means all rights and benefits accruing to the Borrower under or arising out of the relevant Charter and not forming part of the Earnings.
 
“ Commitment ” means the aggregate principal amount which the Bank has agreed to lend to the Borrower hereunder as reduced by any relevant term of this Agreement.
 
“ Company ” means Eurobulk Ltd. of Liberia, as the company responsible for the Vessel’s compliance with the ISM Code pursuant to paragraph 1.1.2 of the ISM Code.
 
“ Confirmation ” means a Confirmation exchanged, or deemed exchanged, between the Bank and the Borrower as contemplated by the Master Swap Agreement.
 
“ Corporate Guarantee ” means the corporate guarantee referred to in Clause 12.1.(c) hereof.
 

 
2
 


 
“Corporate Guarantor” means Euroseas Ltd., a company duly incorporated under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island. Majuro, Marshall Islands MH 96960, Republic of Marshall Islands or any other legal entity(ies) nominated by the Borrower and accepted by the Bank which have, or as the context may require, shall or may at any time guarantee the obligations of the Borrower under this Agreement and/or those of the other Security Parties to the Bank.
 
“ Credit Support Document ” means any document described as such in the Master Swap Agreement and, where the context permits, any other document referred to in any Credit Support Document which has the effect of creating an Encumbrance in favour of the Bank.
 
“ Currency of Account ” means, in relation to any payment to be made to the Bank under or pursuant to any of the Security Documents, the currency in which that payment is required to be made by the terms of the relevant Security Documents.
 
“ Credit Support Provider ” means any person (other than the Borrower) described as such in the Master Swap Agreement.
 
“ Default Rate ” means the rate of Interest per annum determined in accordance with the provisions of Clause 8.4 hereof.
 
“ Designated Transaction (s)” means a Transaction which fulfils the following requirements:
 
A.
It is entered by the Borrower at its request and subject to the Bank’s consent pursuant to the Master Swap Agreement with the Bank;
 
B.
It is designated by the Borrower, by delivery by the Borrower to the Bank of a notice of designation in the form set out in Schedule V as a Designated Transaction for the purposes of the Security Documents; and
 
C.
Its purpose is to provide interest and/ or currency swaps or any other transaction to hedge any exposure of the Borrower under the Agreement for a period expiring not later that the final Repayment Date.
 
“ Dollars ” and “$” means the lawful currency of the United States of America and in respect of all payments to be made hereunder or under any of the Security Documents means funds which are for same day settlement in the New York Clearing House InterBank Payments System (or such other same day Dollar funds as the Bank may determine to be customary for the settlement of international Banking transactions denominated in Dollars).
 
“ Drawdown Date ” means the date being a Banking Day falling not later than the Latest Permissible Drawdown Date on which the Commitment is advanced or, as the context may require, is to be advanced to the Borrower.
 
“ Drawdown Notice ” means a notice substantially in the form set out in the Schedule III attached hereto.
 
“ Earnings ” means all earnings of the Vessel whatsoever, due or to become due to or for the account of the Borrower at any time during the period commencing on the Drawdown Date and terminating on the date upon which all moneys payable or to become payable under any of the Security Documents shall
 

 
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have been paid and discharged in full, including all freight, hire and passage moneys, compensation payable to the Borrower in the event of requisition of the Vessel for hire, remuneration for salvage and towage services, demurrage and detention moneys, contributions of any nature whatsoever in respect of general average, damages for breach (or payments for variation or termination) of any charterparty or other contract for employment of the Vessel as well as all and any sums recoverable under all the insurances of the Vessel including the insurances in respect of loss of Earnings and/or any other losses and/or liabilities of the Borrower in respect of the Vessel.
 
“ Environmental Affiliate ” means any person having a contractual relationship with any of the Borrower or any other Relevant Party in connection with any Relevant Ship or its operation, or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from the Relevant Ship.
 
“ Environmental Approval ” means any approval, licence, permit, exemption, or authorisation applicable on any Relevant Ship under any applicable Environmental Law.
 
“ Environmental Claim ” means any and all enforcement, clean up, removal or other governmental or regulatory actions or orders pursuant to any Environmental Law or Environmental Approval together with claims made by any third party relating to damage, contribution, loss or injury, resulting from any actual or threatened emission, spill, release or discharge of a Material of Environmental concern from any Relevant Ship
 
“ Environmental Law ” means all laws regulations conventions and agreements whatsoever applicable to any Relevant Ship relating to pollution or protection of the human health or the environment including without limitation the carriage of Materials of Environmental concern and actual or threatened emissions, spills, releases or discharges of Materials of Environmental concern
 
“ Event of Default ” or “ Default ” means any of those events specified in Clause 14 hereof or in any of the Security Documents.
 
“ Expenses ” means the aggregate at any relevant time (to the extent that the same have not been received or recovered by the Bank) of:
 
(a)
all losses, liabilities, costs, charges, expenses, damages and outgoings of whatever nature, (including, without limitation, taxes, repair costs, fees of Bank Advisors and/or Consultants, registration fees and insurance premiums, crew wages, repatriation expenses and seamen’s pension fund dues) suffered, incurred, charged to or paid or committed to be paid by the Bank in connection with the exercise of the powers referred to in or granted by any of the Security Documents or otherwise payable by the Borrower or any of them in accordance with the terms of any of the Security Documents;
 
(b)
the expenses referred to in Clause 23.
 
(c)
interest on all such losses, liabilities, costs, charges, expenses, damages and outgoings from the date on which the same were suffered, incurred or paid by the Bank until the date of receipt or recovery thereof at a rate per annum calculated in accordance with Clause 8.4.
 
“ Facility Period ” means the period beginning on the date of this Agreement and ending on the date when the whole of the Indebtedness has been repaid in full and the Borrower has ceased to be under any further actual or contingent liability to the Bank under or in connection with the Security Documents.
 

 
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“ Flag State ” means the Republic of Liberia or such other state or territory acceptable to the Bank under which the Vessel will be and remain registered throughout the Facility Period as the “Flag State” of the Vessel for the purposes of the Security Documents.
 
“ General Assignment ” means the general assignment of all Insurances, Earnings, Charter Rights and Requisition Compensation of the Vessel referred to in Clause 12.1.(e) hereof.
 
“ Guarantor ” means the Corporate Guarantor.
 
“ Group ” means the Borrower, the other Security Parties and all other entities and/or businesses substantially owned and/or controlled by and/or managed by the same person(s).
 
“ IAPPC ” means a valid international air pollution prevention certificate for the Vessel issued under Annex VI.
 
“ Indebtedness ” means the Loan; any Swap Exposure; all other sums of any nature (together with all interest on any of those sums) which from time to time may be payable by the Borrower to the Bank pursuant to the Security Documents; any damages payable as a result of any breach by the Borrower of any of the Security Documents; and any damages or other sums payable as a result of any of the obligations of the Borrower under or pursuant to any of the Security Documents being disclaimed by a liquidator or any other person, or, where the context permits, the amount thereof for the time being outstanding.
 
“ Interest Payment Date ” means in respect of the Loan or of any part thereof, in respect of which a separate Interest Period is fixed, the last day of the relevant Interest Period and in case of any Interest Period which overruns three (3) months, the last day of each such three (3) month period(s).
 
“ Interest Period ” means any period for the calculation of interest in respect of the Loan determined pursuant to Clauses 8.2. hereof
 
“ ISM Code ” means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organization Assembly as Resolutions A. 741(18) and A. 788 (19), as the same may be amended or supplemented from time to time. The terms “Safety Management System”, “Safety Management Certificate”, “Document of Compliance” and “Major Non-Conformity” shall have the same meanings as are given to them in the ISM Code.
 
“ ISPS Code ” means the International Code for the Security of Ships and of Port Facilities (including Appendixes) adopted by one of the resolutions that were adopted on 12 December 2002 by the Conference of Contracting Governments to the International Convention for the Safety of Life at Sea 1974 (London, 9 to 13 December 2002) as the same may be amended or supplemented from time to time.
 
“ ISPS Company ” means, at any given time, the company responsible for the Vessel’s compliance with the ISPS Code.
 
“ ISSC ” means a valid international ship security certificate for the Vessel issued under the ISPS Code.
 
“ Latest Permissible Drawdown Date ” means the 30th November 2007 being the latest date for drawdown of the Loan pursuant to Clause 2 hereof or such later date as the Bank may agree in writing.
 

 
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“ LIBOR ” means, for an Interest Period the rate, rounded to the nearest four decimal places downwards (if the digit displayed in the fifth decimal place is 1,2,3 or 4) or upwards (if the digit displayed in the fifth decimal place is 5,6,7,8 or 9) displayed as the British Bankers’ Association Interest Settlement Rate (or such other rate as may replace it at any time during the Facility Period) on any information service selected by the Bank on which that rate is displayed, for deposits in the Currency of Account for a period equal in length to the relevant Interest Period, or (if the Bank is for any reason unable to ascertain that rate) the rate, rounded (unless the Borrower shall have entered into an interest rate swap or other instrument with the Bank for the purpose of hedging all or any part of the Borrower’s interest rate risk under this Agreement, in which event no rounding shall apply) upwards to the nearest whole multiple of one-sixteenth of one per centum, at which deposits in the Currency of Account of amounts comparable to the amount of the Facility (or any relevant part of the Facility) are offered to the Bank for a period equal in length to the relevant Interest Period.
 
“Loan ” means the aggregate principal amount owing to the Bank hereunder at any time.
 
“ Manager ” means Eurobulk Ltd. of the Republic of Liberia, established in Greece under law 89/67, 378/68, 27/75 and 814/78 as amended by law 2234/94 with a branch office in Greece at 40, Agiou Konstantinou Str., Aethrion, Maroussi, Greece or any other legal entity nominated by the Borrower as the Manager of the Vessel and accepted by the Bank and includes its successors in title.
 
“ Manager’s Undertaking ” means the manager’s undertaking referred to in Clause 12.1.(i) hereof.
 
“ Margin ” means zero point ninety per cent (0.90%) per annum
 
“ Master Agreement Security Deed ” means the security deed executed or (as the context may require) to be executed by the Borrower in favour of the Bank as a condition precedent to the execution of the Master Swap Agreement, such deed to be in a form acceptable to the Bank in its absolute discretion;
 
“ Master Swap Agreement ” means the master swap agreement (on the 1992 ISDA (Multicurrency-Crossborder) form) and the schedule collateral thereto dated the same date as this Agreement and entered into between the Borrower and the Bank and include all Designated Transactions from time to time entered into and Confirmations of Designation Transactions from time to time exchanged under the said master swap
 
“ Material Adverse Effect ” means a material adverse effect on the Borrower's to meet its obligations to the Bank under any of the Security Documents.
 
“ Material of Environmental Concern ” means any object or material which may cause environmental damage, including pollutants, contaminants, toxic substances, oil as defined in the United States Oil Pollution Act of 1990 and all hazardous substances as defined in the United States Comprehensive Environmental Response, Compensation and Liability Act 1988.
 
“ Minimum Value ” means, at any time, an amount equal at least to a percentage of one hundred and thirty per cent (130%) of the Loan and the Swap Exposure.
 
“ MOA ” means the Memorandum of Agreement dated 28th September 2007 as same has been amended by Addendum No 1, thereafted novated by a novation agreement dated 27 September 2007 and Addendum No 2 dated 9 October 2007 entered into between the Seller and the Borrower as this may be
 

 
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amended from time to time in respect of the sale by the Seller to and the purchase by the Borrower of the Vessel.
 
“ Month ” means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started, provided that (i) if there is no such numerically corresponding day, it shall end on the last Banking Day of such next calendar month and (ii) if such numerically corresponding day is not a Banking Day, the period shall end on the next following Banking Day of such next calendar month but if there is no such Banking Day it shall end on the preceding Banking Day and “months” and “monthly” shall be construed accordingly;
 
“ Mortgage ” means the first preferred Liberian mortgage referred to in Clause 12.1.(d) hereof.
 
“ Net Worth ” means the value of the total assets minus total liabilities, as expressed in the financial statements.
 
“ Notional Amount ”, in respect of any Designated Transaction, means the Notional Amount as defined in the Confirmation relating to that Designated Transaction.
 
“ Operating Account ” means each one of them individually and/or collectively of the account(s) opened or to be opened by the Borrower with the Bank as per Clause 16.3 hereof.
 
“ Pledges ” means:
 
(a)
a pledge agreement(s) creating security in respect of the Operating Account to be held with the Bank in the name of the Borrower and/or in the name of the Corporate Guarantor in respect of the Vessel (the “ Operating Account Pledge(s) ”); and
 
(b)
a pledge agreement creating security in respect of the Retention Account to be held with the Bank in the name of the Borrower (the “ Retention Account Pledge ”);
 
“ Potential Event of Default ” means any event which, with the giving of notice and/or the passage of time and/or the satisfaction of any materiality test, would constitute an Event of Default.
 
“ Relevant Jurisdiction ” means any jurisdiction in which or where any Security Party is incorporated, resident, domiciled, has a permanent establishment, carries on, or has a place of business or is otherwise effectively connected;
 
“ Relevant Party ” means the Borrower and/or any other party being a member of the Group.
 
“ Relevant Ship ” means the Vessel and any other vessels from time to time owned by, managed by, crewed by or chartered to any Relevant Party (whether before or after the date of this Agreement).
 
“ Repayment Dates ” means each of the dates for the payment of the Repayment Instalment sums falling at three monthly intervals, the first Repayment Date to occur three (3) months after the Drawdown Date and each of the subsequent Repayment Dates to occur at consecutive intervals of three (3) months thereafter pursuant to Clause 7 hereof.
 
“ Repayment Instalment ” means each instalment payable pursuant to Clause 7 hereof.
 
“ Retention Account ” means the account opened or to be opened by the Borrower with the Bank as per Clause 16.4 of this Agreement
 

 
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“ Security Documents ” means this Agreement, the documents referred to in Clause 12 hereof and any other document from time to time executed to secure the Indebtedness.
 
“ Security Party ” means the Borrower and any person (other than the Bank) which is or will become a party to any of the Security Documents.
 
“ Seller ” means Delta Shipping Line S.A., a company duly organised and validly existing under the laws of the Republic of Panama, having its registered office in Panama, Republic of Panama.
 
“ Specific Assignment ” means the specific assignment of the benefit the Charter or of any other charterparty of the Vessel of more than twelve (12) months’ duration and respective notices and acknowledgments thereof Clause 12.1.(f) hereof.
 
“ Subsidiary ” at any time, means any entity of which more than fifty percent (50%) of the outstanding voting stock or other equity interest entitled ordinarily to vote in the election of the directors or other governing body (however designated) of that entity is at the time beneficially owned or controlled directly or indirectly by the Borrower, by one or more such entities or by the Borrower and one or more such entities.
 
“ Swap Exposure ” means, as at any relevant date, the amount certified by the Bank to be the aggregate net amount in Dollars which would be payable by the Borrower to the Bank under (and calculated in accordance with Section 6(e) (Payments on Early Termination) of the Master Swap Agreement if an Early Termination Date had occurred on the relevant date in relation to all continuing Designated Transactions.
 
“ Taxes ” includes all present and future taxes and all stamp and other taxes and levies, imposts, deductions, duties, charges and withholdings whatsoever and public charges in general together with interest thereon fines and penalties with respect thereto, if any, (except taxes on the net income of the Bank imposed in the jurisdiction in which its principal or its lending office is located) and charges, fees or other amounts made on or in respect thereof
 
“ Total Loss ” means (a), actual, constructive, compromised or arranged total loss of the Vessel; or (b) compulsory acquisition, or capture, seizure, or confiscation of the Vessel by any government or person acting or purporting to act on behalf of any government or, (c) arrest, blockade, detention or simple loss of the Vessel’s possession or use because of any other reason. For the purpose of this Agreement a Total Loss
 
shall he deemed to have occurred:
 
(a)
in case of an actual total loss at the actual date and time the Vessel was lost or if such date is not known on the date on which the Vessel was last reported;
 
(b)
in the case of constructive on compromised or arranged total loss at the date and time notice of abandonment of the Vessel is given to its insurers;
 
(c)
in the case of capture, seizure, confiscation or compulsory acquisition on the date of such occurrence, unless it is reasonably expected that the Vessel will be soon restored absolutely free to its Owner always provided however that in fact it will be so restored within forty (40) days thereafter at the latest.
 

 
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(d)
in the case of detention, arrest, blockade or loss of the Vessel’s possession and/or use because of any reason whatsoever forty (40) days from the date of such occurrence, unless it is reasonably expected that the Vessel will be soon restored absolutely free to its Owner, always provided however that in fact it will be so restored within forty (40) days thereafter at the latest.
 
“ Transaction ” means a transaction entered into between the Bank and the Borrower governed by the Master Swap Agreement.
 
“ Vesse l” means the m.v. Trust Jakarta built in 1984, being of 35,746 tons gross, 23,739 tons net, currently registered under the flag of the Republic of Panama under IMO No 8103169 in the name of Delta Shipping Line S.A. of Panama tbn “IOANNA P.” and to be registered under the flag of the Republic of Liberia in the ownership of the Borrower.
 
In this Agreement
 
(a)
unless the context otherwise requires, words denoting the singular number shall include the plural and vice versa;
 
(b)
references to persons include bodies corporate, bodies unincorporate and individuals.
 
(c)
references to assets include property, rights and assets of every description;
 
(d)
references to any document are to be construed as references to such document as amended or supplemented from time to time; and
 
(e)
references to any enactment include re-enactments, amendments and extensions thereof.
 
2.          DISBURSEMENT
 
2.1
Amount
 
Subject to the terms and conditions of the Security Documents and to the satisfaction of all conditions precedent (including inter-alia the entering by the Borrower into the Charter) and in reliance on the representations and warranties made in or in accordance with them the Bank agrees to make available to the Borrower a facility in the amount of up to United States Dollars fifteen million (USD 15,000,000) for the purposes described in Clause 1.
 
2.2
Drawdown
 
Subject to the terms and conditions of this Agreement the Commitment shall be made available to the Borrower following receipt by the Bank from the Borrower nf:
 
(a)
a Drawdown Notice in the form set out in Schedule III not later than 10 a.m. two (2) Banking Days before the proposed Drawdown Date of the Commitment.
 
(b)
confirmation of the terms of proposed Insurances (as defined in the Schedule II) and notification of the identities and of the names of the insurers and of the proposed Classification Society not later than 10 a.m. before the proposed Drawdown Date.
 
(c)
the documents and evidences referred to in Schedule I (Conditions Precedent).
 

 
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The giving of the Drawdown Notice shall constitute the Borrower’s irrevocable commitment to borrow the amount referred to therein.
 
2.3
Termination of Commitment
 
Any part of the Commitment remaining undrawn at the end of the Latest Permissible Drawdown Date shall thereupon be automatically cancelled.
 
2.4
Number of Advances
 
The Commitment shall be advanced to the Borrower in full one amount on the Drawdown Date.
 
3.          CONDITIONS PRECEDENT
 
3.1
Corporate Documents and Evidences.
 
The obligation of the Bank to make the Commitment available shall be subject to the condition that:
 
(a)
the Bank shall have received, not later than four Banking Days before the day on which the Drawdown Notice for the Commitment is given, the documents and evidence specified in Part 1 of Schedule I in form and substance satisfactory to the Bank;
 
(b)
the Bank shall have received, not later than four Banking Days before the day on which the Drawdown Notice for the Commitment is given, or when this is not possible, simultaneously with such Drawdown, the documents and evidence specified in Part 2 of Schedule I in form and substance satisfactory to the Bank;
 
3.2
Continuing conditions precedent.
 
The obligation of the Bank to advance the Commitment, is subject to the further condition that at the time of giving a Drawdown Notice and on advancing the Commitment no Event of Default has occurred or is about to occur and be continuing. Also that the Arrangement Fee have been received by the Bank in accordance with the provisions of Clause 5 hereof.
 
3.3
General Conditions
 
The obligation of the Bank to advance the Commitment shall be subject to the further condition that there has been no material adverse change in the financial condition and operation of the Security Parties or in their ability to perform their obligations under the Security Documents to which they are a party or a material adverse change of circumstances and that the Bank at the time of receiving a Drawdown Notice in respect of the Commitment shall have received:
 
(a)
Confirmations from Insurance Brokers and Club Managers that the Vessel is fully insured in accordance with the requirements in clause 4.3. (f) and that the Bank’s interest as Mortgagee is duly noted.
 
(b)
The Security Documents duly executed and when appropriate duly registered with the appropriate registry.
 

 
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(c)
Evidence that the Operating Account for the Vessel has been duly opened and all mandate forms, signature cards and authorities have been duly executed and delivered to the Bank.
 
(d)
Copy of any charterparty or other contract of employment of the Vessel in question which will be in force on the Drawdown Date, including, without limitation, copy of the Charter;
 
(e)
evidence that the Vessel has been delivered to the Charterer under the Charter;
 
3.4
Further Documents
 
The Bank may from time to time request and the Borrower shall, within the period specified by the Bank, deliver to the Bank such further documents certificates and/or opinions as requested at the sole discretion of the Bank.
 
3.5
Waiver of conditions precedent
 
The conditions specified in this Clause 3 are inserted solely for the benefit of the Bank. In case any conditions precedent have not been fulfilled prior to the Drawdown, the Bank may at its option, without prejudice to its right not to make available the Commitment and/or to terminate same, grant to the Borrower a few days period to fulfill such missing conditions precedent.
 
4.          REPRESENTATIONS AND WARRANTIES
 
4.1
Continuing representations and warranties
 
The Borrower represents and warrants to the Bank that:
 
(a)
Due incorporation .
 
each of the corporate Security Parties is duly incorporated and validly existing in good standing under the laws of its Relevant Jurisdiction and has power to carry on its business as it is now being conducted and to own its property and other assets;
 
(b)
Corporate power
 
the Borrower has power to borrow the Commitment under this Agreement, to enter into Designated Transactions under the Master Swap Agreement and to make all the payments contemplated by, and to comply with, those Finance Documents to which the Borrower is a party and the Master Swap Agreement and the Borrower and any of the other Security Parties has power to execute and deliver and perform its obligations under the Security Documents to which it is or is to be a party; all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same
 
(c)
Binding obligations
 
the Security Documents constitute or will, when executed, constitute valid and legally binding obligations of the relevant Security Parties enforceable in accordance with their respective terms;
 

 
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(d)
No conflict with other obligations
 
the execution and delivery of, the performance of their obligations under, and compliance with the provisions of the Security Documents by the relevant Security Parties will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which any of the Security Parties is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which any of the Security Parties is a party or is subject or by which it or any of its property is bound.
 
(e)
No litigation
 
there are no claims or actions pending or to the knowledge of any officer of the Security Parties, threatened and no litigation, arbitration or administrative proceeding is taking place, pending or, to the knowledge of any officer of the Security Parties, is threatened against any of such Security Parties or any of their Affiliates and/or Subsidiaries, which, if adversely determined could have a material adverse effect on the business, assets or financial condition of them, or could affect the validity or enforceability of any of the Security Documents.
 
(f)
No filings required
 
save for the registration of the Mortgage under the laws of the Flag State, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Security Documents, that they or any other instrument be notarised, filed, registered or enrolled in any court, public office or elsewhere or that any tax be paid in any Relevant Jurisdiction on or in relation to the Security Documents and/or to their enforcement.
 
(g)
Choice of law
 
the choice of English law to govern the Security Documents, except the Mortgage which is governed by the law of the flag of the Vessel, the Pledges and the Corporate Guarantee which is governed by the laws of Greece and the submission by the Security Parties to the nonexclusive jurisdiction of the English Courts and/or Piraeus Courts are valid and binding;
 
(h)
No immunity
 
none of the Security Parties is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement) and in case any such immunity will be granted to them the Security Parties concerned will unreservedly waive as against the Bank all their respective rights and/or entitlement to such immunity.
 
(i)
Consents obtained
 
every consent, licence or approval of, or registration with or declaration to, public bodies or authorities or courts required by any Security Party in connection with the execution, delivery, validity, enforceability or admissibility in evidence of each of the Security Documents or the performance by each Security Party of its obligations under the Security Documents has been obtained or made and is in full force and effect;
 

 
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(j)
Financial statements
 
The financial statements of the Security Parties which have been or will be delivered to the Bank are complete and accurate, have been prepared in accordance with generally accepted principles of good accounting practice and fairly present the financial condition of the Security Parties as at the date thereof and the results of their operations.
 
(k)
No adverse changes
 
There has been no material adverse change in the financial condition of the Security Parties or in their ability to perform their obligations under the Security Documents since the date of the above financial statements.
 
4.2
Further Representations and Warranties
 
The Borrower further represents and warrants to the Bank that:
 
(a)
No default under any Indebtedness
 
none of the Security Parties nor any of their Subsidiaries and/or Affiliates are (nor would with the giving of notice or lapse of time or the satisfaction of any other condition be) in breach of or in default under the present or any other agreement relating to indebtedness to which they are a party or by which they may be bound;
 
(b)
Information
 
the information, exhibits and reports furnished by any Security Party to the Bank are true and accurate in all material respects, do not omit material facts and all reasonable enquiries have been made to verify the facts and statements contained therein;
 
(c)
No Taxes
 
no Taxes e.t.c. are imposed by withholding or otherwise on any payment to be made by any Security Party under the Security Documents or are imposed on or by virtue of the execution or delivery by the Security Parties of the Security Documents or any other document or instrument to be executed or delivered under any of the Security Documents;
 
4.3
Representations concerning the Vessel
 
(a)
The Borrower (is and) will be during the life of this Agreement the sole legal owner of Vessel.
 
(b)
The Vessel will conform to existing international regulations, and will be registered as Ships under the laws and flag of the Flag State.
 
(c)
The Vessel is and will be during the life of this Agreement operationally seaworthy and in every way fit for service. The Vessel is and will always continue to be classed in the highest class with a Classification Society member of IACS and approved by the Bank free of all recommendations notations or average damage affecting class and will be insured in accordance with the provisions of this Agreement.
 

 
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(d)
The Vessel will on the drawdown of the Commitment be subject to no charter or contract of affreightment nor to any agreement to enter into any charter or contract other than disclosed to the Bank.
 
(e)
Neither the Vessel, nor the Earnings, or Insurances nor any part thereof will, on the drawdown of the Commitment, or thereafter during the course of this Agreement, be subject to any encumbrances other than encumbrances in favour of the Bank, neither to any participation entitlement of any other except the Borrower.
 
(f)
The Borrower shall keep the Vessel insured at all times during the Loan period, while navigating or in port, to the Bank’s full satisfaction. All insurances shall be in form and substance satisfactory to the Bank and with Underwriters acceptable to it in accordance with the provisions of Schedule II and shall include as a minimum:
 
 
(i)
Hull and Machinery (disbursements and/or an increased value sum insured) for an amount not less than 120% of the aggregate amount of the Loan and the Swap Exposure.
 
 
(ii)
War Risks for the above amount.
 
 
(iii)
Protection and Indemnity (with Excess Liability Insurance for Oil Pollution and FD and D cover).
 
 
(iv)
Mortgagee’s Interest Insurance (MII) to be effected and maintained by the Bank at Borrower’s expense for an amount not less than 120% of the aggregate amount of the Loan and the Swap Exposure.
 
 
(v)
Mortgagee’s Additional Perils (Pollution) (MAPI) (if required by the Bank at its sole discretion) to be effected and maintained by the Bank on account of the Bank at Borrower’s expense for an amount not less than 120% of the aggregate amount of the Loan and the Swap Exposure.
 
(g)
The Vessel will on the Drawdown Date of the Commitment be in the absolute
 
 
ownership of the Borrower.
 
(h)
There are and there will be no commissions, rebates, premiums or other repayments by or to or on account of the Borrower, any other Security Party other than as disclosed to the Bank by the Borrower in writing.
 
4.4
(a)
Compliance with Environmental Laws and Approvals
 
except as may already have been disclosed by the Borrower and acknowledged in writing by the Bank:
 
 
(i)
the Borrower, the Corporate Guarantor and the other Relevant Parties and to the best of the Borrower’s knowledge and belief their respective Environmental Affiliates have complied, and will comply during the tenure of this Agreement with the provisions of all Environmental Laws applicable at any area the Vessel is sailing in or anchored at.
 

 
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(ii)
the Borrower, the Corporate Guarantor and the other Relevant Parties and to the best of the Borrower’s knowledge and belief their respective Environmental Affiliates have obtained all Environmental Approvals and are and will be during the tenure of this Agreement in compliance with all such Environmental Approvals; and
 
 
(iii)
neither the Borrower, nor the Corporate Guarantor, nor any other Relevant Party nor to the best of the Borrower’s knowledge and belief any of their respective Environmental Affiliates has received notice of any Environmental Claim that the Borrower or any other Relevant Party or any such Environmental Affiliate is not in compliance with any Environmental Law or any Environmental Approval;
 
(b)
No Environmental Claims
 
except as may already have been disclosed by the Borrower and acknowledged in writing by the Bank, there is no Environmental Claim pending or, to the best of the Borrower’s knowledge and belief, threatened against the Borrower or the Vessel or any other Relevant Party or any other Relevant Ship or to the best of the Borrower’s knowledge and belief any of their respective Environmental Affiliates;
 
(c)
The Borrower shall not trade within any area if it does not comply with all Environmental Laws applicable in that area, and that it shall require that none of their Environmental Affiliates trade within any area if the Environmental Affiliate cannot or does not comply with all Environmental Laws applicable in that area which relate to the Vessel or its operation or its carriage of cargo;
 
(d)
The Borrower upon the request of the Bank, conduct and complete all reasonably necessary investigations, studies, sampling, audits and testing required in connection with any known (or threatened) Release of Materials of Environmental Concern which would have a Material Adverse Effect; and
 
(e)
The Borrower shall, promptly upon the occurrence of any of the following events, provide to the Bank a certificate specifying in detail the nature of such event and the proposed response of the Borrower or the Environmental Affiliate concerned:
 
 
(i)
the receipt by the Borrower or any Environmental Affiliate of any Environmental Claim which would have a Material Adverse Effect; or
 
 
(ii)
any (or any threatened) Release of Materials of Environmental Concern which would have a Material Adverse Effect,
 
and upon the written request by the Bank, the Borrower shall submit to the Bank, at reasonable intervals, a report updating the status of any occurrence of an Environmental Claim or a Release of Materials of Environmental Concern, which would have a Material Adverse Effect.
 
4.5
ISM Code
 
As regards the Vessel, and as from the date of her delivery to the Borrower, the Borrower shall procure that any Security Party shall:
 

 
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(a)
at all times comply, and be responsible for compliance by itself and by the Vessel, with the ISM Code;
 
(b)
at all times ensure that:
 
 
(i)
the Vessel has a valid Safety Management Certificate;
 
 
(ii)
the Vessel is subject to a safety management system which complies with the ISM Code; and
 
 
(iii)
it has a valid Document of Compliance on board the Vessel to which the Documents of Compliance relates,
 
and shall deliver to the Bank a copy of a valid Safety Management Certificate and a valid Document of Compliance in respect of the Vessel in each case duly certified by an officer of the Borrower;
 
(c)
promptly notify the Bank of any actual or threatened withdrawal of an applicable Safety Management Certificate or Document of Compliance;
 
(d)
promptly notify the Bank of the identity of the person ashore designated for the purposes of paragraph 4 of the ISM Code and of any change in the identity of that person; and
 
(e)
promptly notify the Bank of the occurrence of any accident or major non­conformity requiring action under the ISM Code.
 
4.6
ISPS Code
 
As regards the Vessel, and as from the date of her delivery to the Borrower, the Borrower shall procure that any Security Party shall:
 
(a)
at all times comply, and be responsible for compliance by the Vessel with the ISPS Code;
 
(b)
at all times ensure that:
 
 
(i)
the Vessel has a valid Ship Security Certificate;
 
 
(ii)
the Vessel is subject to a security system and any associated security equipment of the Vessel which comply with the ISPS Code; and
 
 
(iii)
it has an approved Ship Security Plan on board the Vessel
 
and shall deliver to the Bank a copy of a valid Ship Security Certificate in respect of the Vessel duly certified by an officer of the Borrower;
 
4.7
Annex VI
 
As regards the Vessel, and as from the date of her delivery to the Borrower, the Borrower shall procure that any Security Party shall:
 

 
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(a)
for the duration of the Facility Period comply with Annex VI in relation to the Vessel and procure that the Vessel’s master and crew are familiar with, and that the Vessel complies with, Annex VI;
 
(b)
obtain, following its drydocking in 2008, and maintain thereafter a valid and current IAPPC for the Vessel throughout the Facility Period and provide a copy to the Bank; and
 
(c)
immediately notify the Bank in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the IAPPC of the Vessel.
 
4.8
Repetition of representations and warranties
 
On the Drawdown Date and on each Interest Payment Date the Borrower unless it states otherwise in writing to the Bank, shall be deemed to further represent and warrant to the Bank (a) that the then latest audited and/or not audited (as the case may be) financial statements delivered to the Bank have been prepared in accordance with generally accepted accounting principles and practices which have been consistently applied and present fairly and accurately the financial position of the Borrower and the Corporate Guarantor as at the end of the financial period to which the same relate and the results of their operations and, as at the end of such financial period, the Borrower and the Corporate Guarantor did not have any significant liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements and (b) that the representations and warranties contained in Clauses 4.1. to 4.6. are true and correct on and as of the Drawdown Date and on each Interest Payment Date, as if each representation and warranty was made at such time.
 
5.          ARRANGEMENT FEE
 
5.1
Arrangement Fee
 
The Borrower shall pay to the Bank a non-refundable Arrangement Fee in the amount of United States Dollars seventy thousand (USD 70,000), payable on the Drawdown Date of the Loan.
 
5.2
The Arrangement Fee shall be payable to the Bank whether or not any part of the Commitment is ever advanced.
 
6.          EVIDENCE
 
It is hereby agreed that abstracts or photocopies or other reproductions of the Loan Account and/or from the books and/or records of the flank certified by of the Bank as well as statements of accounts or a certificate signed by two authorised officers of the Bank shall be, in the absence of a manifest error, conclusive evidence and binding on the Borrower and on the other Security Parties as to the existence and/or the amount of the Indebtedness, of any amount due under this Agreement, of the applicable Interest Rate or Default Rate or any other rate referred to in this Agreement, the Interest Period, the value of additional securities under Clause 13.5., the payment or non payment of any amount and/or the occurrence of any other Event of Default.
 
7.          REPAYMENT AND PREPAYMENT
 
7.1
The Borrower hereby absolutely and unconditionally covenants and agrees to repay the Loan to the Bank in freely transferable Dollars by twelve (12) consecutive quarterly principal instalments,
 

 
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the first four such instalments, amounting to United States Dollars one million eight hundred and fifty thousand (USD 1,850,000) each, the following four such instalments amounting to United States Dollars seven hundred and fifty thousand (USD 750,000) each, the following four such instalments amounting to United States Dollars five hundred and fifty thousand (USD 550,000) each, plus a balloon payment of United States Dollars two million four hundred thousand (USD 2,400,000) payable together the twelfth (12th) instalment at final maturity.
 
The time, the amount and the balance of the Loan following the payment of each such instalment are specified for convenience purposes in Schedule IV. In case the Bank shall advance a sum of less than United States Dollars fifteen million (USD 15,000,000) the Repayment Instalments will be reduced accordingly pro-rata. Each such instalment together with interest as hereinafter set forth shall be correspondingly payable on each of the Repayment Dates. The first Repayment Date shall be the day falling three (3) months after the Drawdown Date of the Commitment and each of the subsequent Repayment Dates shall fall at consecutive intervals of three (3) months thereafter.
 
The Final Repayment Date of the Loan shall be the day falling 36 months after the Drawdown Date of the Commitment and it must coincide with the last day of the final Interest Period to be adjusted accordingly.
 
7.2
Voluntary Prepayment
 
 
7.2.1
The Borrower may prepay part or all of the Loan at any Interest Payment Date relating to the whole of the Loan provided that it will have given a ten (10) days prior written notice to the Bank, specifying the amount to be prepaid on such date.
 
 
7.2.2
The Borrower may also at any other time prepay the Loan or a part thereof upon ten (10) days prior written notice provided that it will also prepay all sums that the Bank shall determine to be its loss and cost sustained because of the prepayment within an Interest Period or Periods including but not limited to payment of interest Break Costs (if any) and of such additional amounts (if any) to compensate the Bank for the cost of redeploying funds as a result of such prepayment as well as any loss of Interest up to the end of the then current Interest Period or Periods in respect of the whole amount of the Loan outstanding
 
7.3
Conditions
 
All prepayments shall be conditional to the prior fulfillment of the following prerequisites:
 
 
7.3.1
The interest accrued on the Loan to the date of prepayment and any other additional sums due hereunder and/or under any of the other Security Documents will be paid to the Bank.
 
 
7.3.2
Every notice of prepayment shall be effective on actual receipt by the Bank, shall be irrevocable, shall oblige the Borrower to make such prepayment on the date specified and shall specify the amount to be prepaid, which shall be not less than United States Dollar five hundred fifty thousand (USD 550,000) or a higher integral multiple therof. Any amount so prepaid may not be re-borrowed under this Agreement.
 
 
7.3.3
Any prepayment of less than the whole of the Loan will be applied by the Bank towards repayment of the Repayment Instalments in inverse order of maturity or any other way determined by the Bank at its discretion.
 

 
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7.4
Compulsory Prepayment
 
Unless the Bank agrees to accept substitute security in form and substance satisfactory to the Bank, in line with Clauses 13.5.2 and 13.5.3 hereof, the Borrower shall, within one hundred eighty (180) days of the Vessel becoming a Total Loss or such other later day as may be agreed in writing by the Bank, or upon the Vessel being sold, prepay the Loan together with accrued interest to the date of prepayment and all other sums payable by the Borrower to the Bank pursuant to this Agreement and the other Security Documents (and if the Commitment or any portion thereof has not been drawn yet, it shall be reduced to zero).
 
7.5
Unwinding of Designated Transactions.
 
On or prior to any repayment or prepayment under this Clause 7 or any other provision of this Agreement, the Borrower shall either:
 
(a)           wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions so that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to times thereafter pursuant to Clause 7.1; or
 
(b)           provide the Bank with additional security in all respects acceptable to the Bank to secure the amount determined by the Bank to be equal to the difference between the notional principal amount of the continuing Designated Transactions and the amount of the Loan as reducing from time to time thereafter pursuant to Clause 7.1
 
Provided that in the case of a prepayment made pursuant to the sale of the Vessel, the Borrower may only carry out any of the matters referred to in this Clause 7.5 after (and not on or prior to) the prepayment is made due to the sale of the Vessel.
 
8.          INTEREST AND INTEREST PERIODS
 
8.1
Interest Rate
 
The Borrower shall pay, on each Interest Payment Date, interest on the Loan (or as the case may be on each part thereof to which a different Interest Period relates) at the rate applicable in respect of each Interest Period. Interest shall accrue on the Loan (or as the case may be on each portion thereof to which a different Interest Period relates) during each Interest Period from and including the first day of that Interest Period, to but excluding the last day thereof. The rate of the interest shall be the rate per annum determined by the Bank to be the aggregate of (a) the Margin and (b) the LIBOR unless there is an Agreed Rate in which case the rate for the calculation of interest shall be the rate per annum determined by the Bank to be the aggregate of: (a) the Margin and (b) the Agreed Rate.
 
8.2
Interest Period
 
The Borrower may by written notice to be received by the Bank not later than 10 a.m. on the second Banking Day before the beginning of each Interest Period specify whether such next Interest Period shall have a duration of one (1), three (3) or six (6) months or other period subject to the availability which shall be determined solely by the Bank.
 

 
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8.3
Determination of Interest Periods
 
Every Interest Period shall be of the duration specified by the Borrower pursuant to Clause 8.2. but so that:
 
(a)
the first Interest Period shall commence on the Drawdown Date of the Commitment and each subsequent Interest Period in respect thereof shall commence on the last day of the immediately preceding Interest Period in question
 
(b)
if the last Interest Period would overrun the last Repayment Date, such Interest Period shall end on such Repayment Date. Should an Interest Period determined in accordance with the provisions of this Clause overrun one or more Repayment Dates, so many additional Interest Periods will be specified as the number of the Repayment Dates being overrun by the above Interest Period. Each of such additional Interest Periods will be of a duration ending at the corresponding Repayment Date and for an amount equal to the instalment due on such Date, while the above overrunning Interest Period shall be for the remaining balance of the Loan after the deduction of the amount(s) of the additional Interest Period(s) ending on the Repayment Date(s) falling within the said over-running Interest Period.
 
(c)
if the Borrower fails to specify the duration of an Interest Period in accordance with the provisions of Clause 8.2. and this Clause 8.3 such Interest Period shall have a duration of three months or such other period as shall comply with this Clause 8.3.;
 
(d)
if the Bank determines that the duration of an Interest Period specified by the Borrower in accordance with Clause 8.2. is not readily available, then that Interest Period shall have such duration as the Bank after having consulted with the Borrower may determine.
 
8.4
Default Rate.
 
If the Borrower fails to pay any sum (including, without limitation, any sum payable pursuant to this clause 8.4.) on its due date for payment under any of the Security Documents, the Borrower shall pay interest on such sum (Default Rate) from the due date up to the date of actual payment (as well after as before judgment) at a rate determined by the Bank to be the aggregate of (a) two per cent (2%) per annum, (b) the Margin and (c) the LIBOR for periods of not more than three (3) Month duration as selected by the Bank. The first of the above periods shall commence on the due date for payment, while each one of the subsequent periods shall commence on the last day of the preceding such period. Such interest shall be compounded and shall be due and payable on the last day of each such period as determined by the Bank and each such day shall, for the purposes of this Agreement, be treated as an Interest Payment Date. If; for the reasons specified in Clause 8.6.(a), the Bank is unable to determine a rate in accordance with the foregoing provisions of this clause, interest on any sum not paid on its due date for payment shall be calculated at a rate determined by the Bank to be two per cent (2%) per annum above the aggregate of the Margin and the cost of funds to the Bank.
 
8.5
Notification
 
The Bank shall notify the Borrower of the duration of each Interest Period and of each rate of interest determined by it under this Clause 8.
 

 
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8.6
Non availability.
 
(a)
If and whenever, at any time prior to the commencement of any Interest Period, the Bank shall have determined any of the following facts (which determination shall be conclusive):
 
 
(i)
that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or
 
 
(ii)
that deposits in Dollars are not available to the Bank in the London InterBank Market in the ordinary course of business in sufficient amounts or it is impracticable for the Bank to fund or to continue to fund the Loan in Dollars.
 
 
(iii)
that LIBOR for that Interest Period will not adequately reflect the cost of funding the Loan for that Interest Period.
 
the Bank shall forthwith give notice (a “Determination Notice”) thereof to the Borrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to this issue. After the giving of any Determination Notice the undrawn amount of the Loan shall not be borrowed until notice to the contrary is given to the Borrower by the Bank.
 
(b)
During the period of 30 Banking nays after any Determination Notice has been given by the Bank under Clause 8.6.(a), the Bank shall certify an alternative basis (the “Substitute Basis”) for maintaining the Loan. The Substitute Basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to the Bank equivalent to the Margin. Each Substitute Basis so certified shall be binding upon the Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrower that none of the circumstances specified in Sub-clause 8.6.(a) continues to exist whereupon the normal interest rate fixing provisions of the Agreement shall apply.
 
(c)
In any event, during the thirty (30) days following the giving of a Determination Notice, the Borrower and the Bank shall negotiate in good faith in order to arrive at the Substitute Basis for the Bank to fund or continue to fund the Loan (or the relevant part thereof) during such Interest Period. If within such thirty (30) day period the Substitute Basis to fund or to continue to fund the Loan (or the relevant part thereof) is agreed upon, then such Substitute Basis shall take effect in accordance with its terms. If the Borrower and the Bank fails to agree on such Substitute Basis within such thirty (30) day period and such circumstances are continuing at the end of such thirty day period, then the Bank shall set a Substitute Basis as per Clause 8.6. (b). If the circumstance shall continue at the end of such interest period, the procedure in this Clause 8.6 (c) shall be repeated. If the Borrower shall not agree with such rate then the Borrower may give not less than fifteen (15) Business Days irrevocable notice of prepayment to the Bank in which case the commitment hereunder of the Bank shall thereupon be cancelled and, if the Loan is outstanding, the Borrower shall prepay the Loan on the first Business Day after such period in accordance with the terms of this Agreement and the obligations of the Bank shall thereupon terminate.
 

 
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9.          THE MASTER SWAP AGREEMENT
 
9.1
Purpose The Bank and the Borrower have entered, and/or may during the Facility Period enter, into one or more Transactions pursuant to a Master Swap Agreement, the terms and conditions of each of which are or will be specified in a Confirmation sent by the Bank to the Borrower.
 
9.2
Additional Termination Event If the Loan is for any reason not advanced to the Borrower on or before the Latest Permissible Drawdown Date, and the Bank and the Borrower has entered into any Transactions on or before the Latest Permissible Drawdown Date, for the purposes of the Master Swap Agreement an Additional Termination Event (with the Bank as the Affected Party) shall be deemed to have occurred on the Latest Permissible Drawdown Date.
 
9.3
Adjustment of Notional Amounts If the aggregate amount of the Loan actually advanced by the Bank to the Borrower is less than the Notional Amount (or the aggregate Notional Amounts) of the Transactions entered into on or before the Drawdown Date, the obligations of the Borrower in respect of those Transactions shall, unless otherwise agreed by the Bank, be calculated, so far as the Bank considers it practicable to do so, by reference to a Notional Amount (or aggregate Notional Amounts) equal to the amount of the Loan actually advanced, reduced on each Repayment Date by the amount of the Repayment Instalment due on that Repayment Date, adjusted if necessary in accordance with Clause 7.1.
 
9.4
Effect of prepayment If the Borrower, subject always to Clause 7, prepay part of the Loan (whether pursuant to Clause 7, Clause 13.5.2 or any other provision of this Agreement), and the amount of the Loan remaining outstanding after application of that prepayment is less than the Notional Amount (or the aggregate Notional Amounts) of the Transactions then in effect (reduced, if appropriate, in accordance with the Confirmations relating to those Transactions), the obligations of the Borrower in respect of those Transactions shall, unless otherwise agreed by the Bank, be calculated, so far as the Bank considers it practicable to do so, by reference to a Notional Amount (or aggregate Notional Amounts) equal to the amount of the Loan remaining outstanding after application of the prepayment in question, reduced on each Repayment Date by the Repayment Instalment due on that Repayment Date after taking into account the application of the prepayment.
 
9.5
Authority In order to give effect to Clauses 9.3 and 9.4, or in the event of voluntary or compulsory prepayment by the Borrower of the whole of the Loan, the Borrower and the Bank will agree to amend, restructure, unwind, cancel, net out, terminate, liquidate, transfer or assign any of the rights and/or obligations created pursuant to the Master Swap Agreement in respect of those Transactions, and/or to enter into any other interest rate exchange and/or hedging transaction or commitment with the Borrower or with any other counterparty approved by the Bank.
 
9.6
Termination of Transactions If the exercise of the Bank’s rights under Clause 9.5 results in the termination of any Transaction (save in the case termination takes place due to voluntary prepayment), that Transaction shall, for the purposes of the Master Swap Agreement (including, without limitation, section 6(e)(i) of the Master Swap Agreement) be treated as a Terminated Transaction resulting from an Event of Default by the Borrower.
 
9.7
Indemnity The Borrower will indemnify the Bank from time to time on demand in respect of all liabilities, losses, costs or expenses suffered, incurred or sustained by the Bank arising in any way
 

 
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in relation to the exercise by the Bank of its rights under this Clause, or arising in any way from any other termination, cancellation, unwinding or restructuring of any Transaction, together (in each case) with interest at the Default Rate from the date of the Bank’s demand until the date on which the Bank receives payment or reimbursement, before or after any relevant judgment.
 
9.8
Transaction under the Master Swap Agreement . The Borrower on the date hereof is signing the Master Swap Agreement with the Bank. At any time during the Facility Period the Borrower may request the Bank to conclude Transactions for the purpose of swapping its interest payment obligations under this Agreement. Signature of the Master Swap Agreement does not commit the Bank to conclude Transactions, or even to offer terms for doing so, but does provide a contractual framework within which Transactions may be concluded and secured, assuming that the Bank is willing to conclude any Transactions at the relevant time and that, if that is the case, mutually acceptable terms can then be agreed at the relevant time.
 
 
9.8.1
In relation to the Master Swap Agreement, the Borrower hereby agrees and undertakes with the Bank throughout the Facility Period:-
 
 
9.8.1.1
at the Borrower’s option to use Transactions concluded under the Master Swap Agreement for the purpose of (inter alia) swapping its interest payment obligations under Clause 8 from LIBOR-based funding to longer-term fixed rate funding;
 
 
9.8.1.2
at the Borrower’s option to not to conclude Transactions which would result, at any time during the Facility Period, in the notional principal amount of all Transactions then remaining exceeding the amount of the Loan, as reduced from time to time under Clause 7.1.
 
 
9.8.2
The Borrower gives the Bank a right of first refusal in relation to any proposed swap or other Transactions relative to the Loan so that (subject only to the rates quoted by the Bank being competitive with other banks quoting on the same basis), any swap or other Transactions concluded by the Borrower shall be concluded with the Bank under the Master Swap Agreement.
 
 
9.8.3
The Bank agrees that, to enable the Borrower to secure its obligations to the Bank under the Master Swap Agreement, the security of the Security Documents shall be held by the Bank not only to secure the Borrower’s obligations under this Agreement but also the Borrower’s obligations under the Master Swap Agreement.
 
10.        PAYMENTS ACCOUNTS & CALCULATIONS
 
10.1
Not set off or counterclaim and no deductions.
 
(a)
The Borrower acknowledges that in performing its obligations under this Agreement, the Bank will be incurring liabilities to third parties in relation to the funding of amounts to the Borrower, such liabilities matching the liabilities of the Borrower to the Bank and that it is reasonable for the Bank to be entitled to receive payments from the Borrower gross on the due date in order that the Bank is put in a position to perform its matching obligations to the relevant third parties. Accordingly, all payments to be made by the Borrower under any of the Security Documents shall be made in full, without any set-off or counterclaim whatsoever and free and clear of any deductions or withholdings, in Dollars on the due date (for value on the day on which payment is due) to the account of the Bank (with a direct tested telex advise to the Bank) or to such other
 

 
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account at such other bank in such place as the Bank may from time to time specify for this purpose.
 
(b)
If at any time the Borrower is required to make any deduction or withholding in respect of Taxes or otherwise from any payment due under any of the Security Documents the sum due from the Borrower in respect of such payment shall be increased to the extent necessary to ensure that after the making of such deduction or withholding the Bank receives on the due date for such payment a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. The Borrower shall indemnify the Bank against any losses or costs incurred by the Rank by reason of any failure of the Borrower to make any such increased payment to the Bank on account of any deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Borrower shall promptly forward to the Bank official receipts and any other proof evidencing the amounts paid or payable in respect of any deduction or withholding as aforesaid. The obligations of the Borrower under this provision shall remain in force notwithstanding the repayment of the Loan.
 
(c)
Payments by the Borrower shall be considered to be made as of the date on which the Bank receives correctly authenticated advice of the credit of such account provided that such advice is received at a time of day when the Bank is able in accordance with its usual practice to process and utilize such funds on such day, failing which such payment shall be considered to be made as of the next Banking Day following receipt of such advice.
 
10.2
Payments by the Bank.
 
A sums to be advanced by the Bank to the Borrower under this Agreement in respect of the Loan shall be remitted in Dollars on the Drawdown Date to the account specified in the Drawdown Notice.
 
10.3
Calculation
 
All interest and other payments periodic or payable by reference to a rate per annum under this Agreement shall accrue from day to day and be calculated on the basis of actual number of days elapsed and a 360 day year.
 
11.        UNLAWFULNESS AND INCREASED COSTS
 
11.1
Unlawfulness.
 
(a)
If it is or becomes contrary to any law or regulation for the Bank to disburse the Loan or to maintain the Commitment or the Loan, or to fund the Loan or to claim or receive any amount payable to it hereunder, the Bank shall give notice to the Borrower whereupon (a) the Commitment shall be reduced to zero and (b) the Borrower shall be obliged to prepay the Loan on a future specified date not being later than the latest date
 
(b)
permitted by the relevant law or regulation, or, if such date is not provided, within 40 days from the notice of the Bank, together with interest accrued to the date of prepayment and all other sums payable by the Borrower under the Security Documents.
 
(c)
If circumstances arise which would result in a Notification under Clause 11.1. then, without in any way limiting the rights of the Bank under Clause 11.1., the Bank shall use reasonable endeavours to transfer each obligations, liabilities and rights under the Security Documents to another office nr financial institution not affected by the circumstances.
 

 
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11.2
Increased Cost.
 
If, as a result of (a) any change in or in the interpretation of any law, regulation e.t.c. by any governmental authority in any country the laws of which are applicable on the Bank, or (b) compliance by the Bank with any requirement of any authority (whether or not having the force of law) but which the Bank usually complies with or any other set of circumstances including any type of liquidity, stock, or capital adequacy controls or other Banking or monetary controls or requirements connected with the manner in which the Bank allocates capital resources to its obligations hereunder:
 
(a)
The cost to the Bank of making available the Commitment or any part thereof or maintaining or funding the Loan is increased; or
 
(b)
The amount payable to the Bank or the effective return to the Bank under any of the Security Documents, is reduced; or
 
(c)
The basis of taxation of payments to the Bank of principal or of interest on any amounts advanced by it is changed;
 
then the Borrower shall pay to the Bank on account of the Bank, from time to time, upon demand, such additional moneys as shall indemnify the Bank for any increased cost, reduction in principal or interest receivable or other foregone return whatsoever. The Bank will notify the Borrower in writing of any intention to claim indemnification and such notification, made in line with the provision of Clause 6, which will be a conclusive evidence binding on the Borrower as to the amount of any increased cost or reduction and the method of calculating the same. Such claim may be made at any time and must be discharged by the Borrower within fifteen (15) days of demand. It shall not be a defence to a claim by the Bank hereunder that any increased cost or reduction could have been avoided by the Bank. Any amount due from the Borrower hereunder shall be due as a separate debt and shall not be affected by judgement being obtained for any other sums due under or in respect of this Agreement or of any other Security Document.
 
12.        SECURITY
 
12.1
Security Documents
 
As security for the due repayment of all sums from time to time payable to the Bank, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and ensure that such security, apart from this Agreement, consists of
 
(a)
A Master Swap Agreement and the relevant Schedule attached thereto (the “ Master Swap Agreement ”) executed by the Borrower in form and substance satisfactory to the Bank;
 
(b)
A Master Agreement Security Deed (the “ Master Agreement Security Deed ”) executed or (as the context may require) to be executed by the Borrower in favour of the Bank;
 
(c)
A Corporate Guarantee from the Corporate Guarantor in form and substance satisfactory to the Bank (the “ Corporate Guarantee ”);
 

 
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(d)
A duly registered First Preferred Mortgage over the Vessel providing on the basis of the provisions of the applicable law the highest degree of security for the Bank (the “ Mortgage ”);
 
(e)
A first Priority General Assignment of all the Insurances, Earnings, Charter Rights and Requisition Compensation for the Vessel in form and substance satisfactory to the Bank and respective notices of assignment and acknowledgements thereof (the “ General Assignment ”);
 
(f)
Specific assignments of the benefit of the Charter and of any other charter of more than twelve (12) calendar months’ duration in respect of the Vessel chartered and respective notices and acknowledgements thereof (the “ Specific Assignment ”).
 
(g)
Pledge agreement(s) in form and substance satisfactory to the Bank executed or (as the context may require) to be executed by the Borrower or by the Corporate Guarantor in favour of the Bank creating security in respect of the Operating Account for the Vessel (the “ Operating Account Pledge(s) ”)
 
(h)
A pledge agreement in form and substance satisfactory to the Bank executed or (as the context may require) to be executed by the Borrower in favour of the Bank in respect of the Retention Account (the “ Retention Account Pledge ”);
 
(i)
Manager’s undertaking in form and substance satisfactory to the Bank pursuant to which the Manager will subrogate its rights to the Loan throughout the Facility Period (the “ Manager’s Undertaking ”).
 
13.        COVENANTS
 
The Borrower covenants with the Bank that, from the date of this Agreement and as long as any sums are due and/or owing and/or outstanding under this Agreement or any of the other Security Documents, the Borrower will:
 
13.1
Information Covenants.
 
13.1.1
Furnish the Bank, in form and substance satisfactory to the Bank, with annual, consolidating and consolidated financial statements of the Borrower, the Corporate Guarantor and of any other of the companies of the Group within 180 days after the end of the financial year concerned, and prepared in accordance with generally accepted accounting principles consistently applied;
 
13.1.2
Provide the Bank from time to time as the Bank may reasonably request and in form and substance satisfactory to the Bank with any information on the financial conditions commitments and operations of the Borrower and of any other of the companies of the Group.
 
13.1.3
Promptly inform the Bank of any occurrence which came to the knowledge of the Borrower which might adversely affect the ability of the Borrower or any other Security Party to perform its respective obligations under this Agreement and/or any of the other Security Documents and of any Event of Default forthwith upon becoming aware thereof;
 

 
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13.1.4
Promptly inform the Bank of all major financial developments in the Group such as new loans, refinancing/restructuring of existing loans, new acquisitions and sales, contracts for term employment of Vessel e.t.c.
 
13.2
Banking Arrangements.
 
13.2.1
Use the Loan exclusively for the purpose specified in this Agreement;
 
13.2.2
Ensure that all obligations under this Agreement and the other Security Documents will be duly and punctually performed.
 
13.2.3
Pay to the Bank on demand any sum of money which is payable to the Bank under this Agreement and the other Security Documents but in respect of which it is not specified in any other Clause when it is due and payable;
 
13.2.4
Accept that a Certificate of any of the Bank or a statement of account executed by two authorised officers of any of the Bank or an Extract of the Books of any of the Bank certified by an officer of the Bank shall (save for manifest error) be conclusive evidence of the amount due under this Agreement and shall be final and binding on all parties hereto;
 
13.2.5
Upon request by the Bank from time to time provide such information and evidence to the Bank as the Bank would require to demonstrate compliance with the covenants and warranties set forth in this Agreement and any other Security Document.
 
13.3
Financial Exposure.
 
13.3.1
Incur no debt and grant no guarantee to and/or in favour of anybody except in the ordinary course of business, without the prior written consent of the Bank, which shall not be unreasonably withheld.
 
13.3.2
Not give any loans or credits or advances to any person, or entity without the previous consenting opinion of the Bank which shall not be unreasonably withheld;
 
13.3.3
Not declare or pay any dividends or other distribution in case of an Event of Default without the prior written consent of the Bank;
 
13.3.4
Not transfer, sell or otherwise dispose any of its real or personal property, assets or rights, whether present or future, without the prior written consent of the Bank or allow any part of its undertaking, property, assets or rights, whether present or future, to be mortgaged, charged, pledged, used as a lien (except for lien created by law) or otherwise encumbered without the prior written consent of the Bank;
 
13.3.5
Ensure that the Indebtedness of the Borrower to the Bank hereunder will not be subordinated in priority of payment to any other present or future claim.
 
13.3.6
Ensure that the Borrower or the Corporate Guarantor will maintain throughout the Facility Period in an account with the Bank free and unencumbered (save in favour of the
 

 
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Bank) minimum liquidity balances equal to United States Dollars three thousand (USD300,000).
 
13.3.7
Ensure that the aggregate debt to equity ratio of the vessels owned by the Corporate Guarantor will not exceed 75% of their aggregate current market values obtained on a charter free basis by a broker appointed by and reporting to the Bank, the latter having the right to obtain such valuations on a quarterly basis
 
13.3.8
Ensure that the minimum Net Worth of the Corporate Guarantor listed in Nasdaq will be United States Dollars fifteen million (USD15,000,00)
 
13.3.9
Not without the Bank’s prior written consent assign, novate or in any other way transfer any of its rights or obligations under or pursuant to the Master Swap Agreement, nor enter into any interest rate exchange or hedging agreement with anyone other than the Bank, nor any other agreement or commitment the effect of which is, in the opinion of the Bank, materially to prejudice the hedging of the Borrower’s interest rate risk effected by the Transaction from time to time entered into between the Borrower and the Bank.
 
13.4
Business and Corporate Structure.
 
13.4.1
Not change the nature, organisation and conduct of the business of the Borrower and/or the Corporate Guarantor as shipowner and/or Manager of the Vessel as the case may be;
 
13.4.2
Not merge or consolidate with any other company or other legal entity;
 
13.4.3
On demand and in any event on the thirty-first day of May in each year deliver or cause to be delivered to the Bank official certificates from the relevant authority confirming that the Borrower and any other corporate Security Party is in good standing in its country of incorporation;
 
13.4.4
Ensure that there is no change in the Directors and Officers of the Borrower and of any other corporate Security Party and moreover ensure that no change shall be made directly or indirectly in the ownership, beneficial ownership, control or management of the Borrower without the prior written consent of the Bank, which shall not be unreasonably withheld.
 
13.5
Obligation to maintain the Security Value.
 
13.5.1
At all times the Borrower will procure that the value of the Vessel and other security to be granted to the Bank pursuant to this Clause (the “Security Value”) is not less ‘amp! the Minimum Value at any time.
 
13.5.2
If the Security Value is less than the Minimum Value at any time, the Borrower will within thirty (30) days of a request by the Bank and in order to secure the Indebtedness on such terms as may be acceptable to the Bank:
 
 
i.
prepay a proportionate part of the Loan and of the Swap Exposure; and/or
 
 
ii.
procure for or grant to the Bank such other security as the Bank shall expressly approve for the purpose of this Clause 13.5.
 

 
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so that after such prepayment or grant of other security, the Security Value is not less than the Minimum Value.
 
13.5.3
As far as clause 13.5.2.(ii) is concerned :
 
 
i.
cash provided by way of security shall be valued in Dollars at its principal amount;
 
 
ii.
any other security shall be valued on such basis as the Bank shall reasonably determine in its discretion from time to time; and
 
 
iii.
there shall be deducted from any value or valuation the amount which is owing and might become owing and which is secured on the asset concerned by any prior or equal ranking Security Interest (other than in favour of the Bank to secure the Indebtedness).
 
 
iv.
cash deposits and/or any other security acceptable to the Bank it will be provided in a way and manner also acceptable to the Bank.
 
13.5.4
At least once every year and/or at any time that the Bank might consider it useful and reasonably request the Borrower to undertake to have at its own cost the Vessel valued with or without physical inspection (as the Bank may require) in Dollars, on the basis of sale for prompt delivery free of Encumbrances in favour of the Bank for cash at arm’s length on normal commercial terms as between a willing seller and a willing buyer by an independent shipbroker selected by or acceptable to the Bank and reporting to the Bank. Such valuation shall be made on the basis of the value of the Vessel charter free. The Borrower agrees to accept the valuation made as aforesaid as conclusive evidence of the market value of the Vessel at the date of valuation. The Borrower will supply to the Bank and to the above shipbrokers such information as such shipbrokers shall require.
 
13.6
Covenants concerning the Vessel.
 
13.6.1
Ensure that the Vessel will maintain its present ownership, management, control and ultimate beneficial ownership;
 
13.6.2
Ensure that the Vessel is and will remain properly certified in respect with the ISM Code and in compliance with the ISO 9001 and the ISPS code when applicable and moreover that it will remain in class free of recommendations, notations or average damage affecting class and provide the Bank on demand with copies of all ISM and/or all class and/or trading certificates of the Vessel.
 
13.6.3
Ensure that at all times the Vessel is managed by the Manager or by such company as may be approved in writing by the Bank and that such company is and will remain ISM certified and in compliance with the ISO 9001 and the ISPS Code when applicable and that it shall maintain at all times an organisation and personnel which in the opinion of the Bank is adequate to provide sufficient management, agency, financial, secretarial and other services for the Vessel.
 

 
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13.6.4
Maintain all Insurances of the Vessel and comply with all insurance requirements specified in this Agreement (including in particular Schedule II) and in case it fails to maintain the Vessel and/or such other property so insured, the Borrower hereby, for the purpose of serving the interest of the Bank, irrevocably authorises the Bank and grant to it the right to effect the insurances of the Vessel and/or of the property as provided for in Schedule II in the amount and in terms acceptable to the Bank from time to time at the cost and on behalf of the Borrower. The Bank will have the right but not the obligation to effect all or any of such insurances at the cost of the Borrower and such cost shall consist Expenses in the meaning of the Clause 1;
 
13.6.5
Supply copies of all cover notes, certificates of entry, insurance policies and documents and furnish details of all insurances contemplated by Schedule II and/or contracted to the Bank. The Bank may submit all such insurance documents for examination to an insurance consultant nominated by the Bank. The Bank will be at liberty to decide on the adequacy and the compliance of the cover with the provisions of the Security Documents including Schedule H and its decision shall be final and binding on the Borrower. The cost including Value Added Tax of such insurance consultant shall be considered as Expenses;
 
13.6.6
The Bank will be at liberty to conduct at the Borrower’s cost physical condition survey of the Vessel and a comprehensive record inspection by a surveyor appointed by the Bank.
 
13.6.7
At the Bank’s reasonable request, promptly provide a consultant nominated and appointed by the Bank to monitor the collection of claims of whatsoever nature with whatever information and documentation the Bank shall require. All the cost including Value Added Tax in respect of the appointment of such consultant shall be considered as Expenses;
 
13.6.8
Not grant or permit any charge, lien (except for lien created by law)or other encumbrance to be imposed upon the Vessel or otherwise dispose of any of its rights under any charterparty or contract of affreightment relating to the Vessel or any other earnings of the Vessel;
 
13.6.9
Ensure that the Vessel is maintained and trade in conformity with the laws of its flag, of its owning company or of the nationality of the officers, or crew, and in conformity with the requirements of the Insurances and nothing is done or permitted to be done which could endanger the flag of the Vessel, or its free ownership and operation or its Insurances;
 
13.6.10
Always comply with all the covenants provided for in the mortgage on the Vessel
 
13.6.11
Not without the prior written consent of the Bank enter into a charterparty, contract of affreightment, agreement or related document in respect of the employment of the Vessel other than the Charter (i) for a period of more than twelve (12) months or (ii) below the market rate prevailing at the time when the Vessel is fixed in or on terms which are not in accordance with the commercial practice prevailing at the relevant time or (iii) on demise charterparty;
 

 
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13.6.12
Execute and deliver to the Bank (a) a specific assignment of the Charter in form and substance satisfactory to the Bank and (b) a notice of any such assignment addressed to the Charterer and endorsed with an acknowledgement of receipt by the Charterer all in form and substance satisfactory to the Bank;
 
13.6.13
Execute and deliver to the Bank within fifteen (15) days of signing of any charter, the duration of which is to be for a period, directly or by extension of more than twelve (12) months, (a) a specific assignment of such charter in form and substance satisfactory to the Bank and (b) a notice of any such assignment addressed to the relevant charterer and endorsed with an acknowledgement of receipt by the relevant charterer all in form and substance satisfactory to the Bank;
 
13.6.14
The Borrower undertakes to notify the Bank forthwith:
 
 
(a)
of any Environmental claim for an amount exceeding USD 300,000 made against the Vessel and/or its owner.
 
 
(b)
upon becoming aware of any incident which may give rise to an Environmental Claim and to keep the Bank advised in writing of the owners’ response to such Environmental claim on such regular basis and in such detail as the Bank shall require.
 
13.7
Validity of securities
 
13.7.1
Ensure and procure that all approvals or consents and/or any other steps required for the validity, enforceability and legality of this Agreement and the other Security Documents and for the performance thereof by the Borrower and any other Security Party are appropriately taken and are maintained in full force and effect.
 
13.7.2
Ensure and procure that, unless and until directed by the Bank otherwise (i) all the Earnings of the Vessel shall be paid to the Operating Account and (ii) the persons from whom the Earnings are from time to time due are irrevocably instructed to pay them to the Operating Account in accordance with the provisions hereof and of the relevant Security Documents;
 
13.7.3
Pay all Taxes, and other governmental charges when the same fall due, except to the extent that the same are being contested in good faith by appropriate proceedings and adequate reserves have been set aside for their payment if such proceedings fail;
 
13.7.4
From time to time at the request of the Bank execute and deliver to the Bank or procure the execution and delivery to the Bank of all such documents as shall be deemed desirable at the sole discretion of the Bank for giving full effect to this Agreement, and for perfecting, protecting the value of or enforcing any rights or securities granted to the Bank under the Security Documents and any other documents executed pursuant hereto or thereto.
 
13.7.5
The covenants specified in this Clause are inserted solely for the benefit of the Bank and may be waived in whole or in part and with or without conditions by the Bank without prejudicing the right of the Bank to require fulfillment of such covenants at such time and manner as specified by the Bank.
 

 
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13.8
Admission, and warranties of the Security Parties as regards their liability.
 
(a)
The giving of the Corporate Guarantee by the Guarantor is to the commercial benefit of such Guarantor in that the Guarantor has close financial cooperation and mutual assistance with the Borrower and that by lending its support to the Borrower through such Guarantee it further its own business interests within the scope of its constitutional documents;
 
(b)
The liability of the Borrower and of the other Security Parties shall in all cases, whether so expressed to be or not, be joint and several and each representation and warranty and each covenant and agreement made or given or to be made or given by any one of them will be considered as made or given by them all jointly and severally;
 
(c)
The Borrower further represents that none of the Security Parties shall be exonerated and its liability hereunder shall not be lessened or impaired by any time, indulgence or relief being given by the Bank to any other Security Party or by the variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any right, remedies or securities against the Borrower or any other Security Party, by anything done or omitted which but for this provision might operate to exonerate any other Security Parties;
 
(d)
The obligations of the Borrower shall not be affected by any legal limitation, disability, incapacity or other circumstances relating to any other Security Party, whether or not known to the Bank, by any invalidity in or irregularity or unenforceability of the obligations of such other Security Party under any of the Security Documents or otherwise or by any change in the constitution of, or any amalgamation or reconstruction of any Security Party or of the Bank.
 
14.       EVENTS OF DEFAULT
 
The following events shall constitute an Event of Default (whether or not caused by any reason whatsoever outside the control of the Borrower or whether such Event shall occur or come about by operation of Law or regulation or pursuant to, or in compliance with any judgment, decree or order of any Court or other authority):
 
14.1
Non Performance of Obligations.
 
14.1.1
If the Borrower and/or any other Security Party fail to pay any sum due hereunder and/or under the other Security Documents when due, or in the case of any sum payable on demand, within seven (7) Banking Days of such demand;
 
14.1.2
If the Borrower and/or any other Security Party fail to obtain and/or maintain the Insurances (as defined in Schedule II) or if any insurer in respect of such Insurances becomes entitled to cancel the insurances or to disclaim liability;
 
14.1.3
If the Borrower and/or any other Security Party default in the due performance and/or observance of any covenant, term, obligation or undertaking under this Agreement and/or any of the other Security Documents (other than those referred to in sub-Clauses 14.1.1. and 14.1.2. hereinabove). In case such default is in the opinion of the Bank, capable of remedy, if it will continue unremedied for seven (7) Banking Days after its occurrence.
 

 
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14.2
Representations incorrect
 
If any representation or warranty explicitly made or implied by or in respect of the Borrower pursuant to the Security Documents proves to have been incorrect or misleading in a material way when made or at any time during the currency of this Agreement.
 
14.3
Events affecting the Borrower and/or any other Security Party
 
14.3.1
If a creditor of the Borrower attaches or takes possession of, or a distress execution, sequestration or other process is levied or enforced upon or sued against the whole or any part of the property of the Borrower and/or any other Security Party and it is not discharged within fifteen (15) Banking days;
 
14.3.2
If the Borrower and/or any other Security Party is found bankrupt or insolvent or any order is made by any competent court or resolution passed by the Borrower and/or any other Security Party or petition presented for the winding-up or dissolution of the Borrower and/or any other Security Party or for the appointment of a liquidator, trustee, receiver, administrator or conservator of any part of the undertakings, assets, rights or revenues of the Borrower and/or any other Security Party;
 
14.3.3
If the Borrower and/or any other Security Party suspend payment of their debts or are (or are reasonably deemed to be) unable to or admit inability to pay their debts as they fall due or propose or enter into any composition or other arrangement for the benefit of creditors generally or proceedings are commenced in relation to the Borrower and/or any other Security Party relating to reconstruction or readjustment of debts;
 
14.3.4
If a meeting is convened by any Security Party for the purpose of passing any resolution to purchase, reduce or redeem any of its share capital;
 
14.3.5
If a material part of the undertakings, assets, rights or revenues of the Borrower and/or any other Security Party are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any government;
 
14.3.6
If any event occurs or proceeding is taken with respect to the Borrower and/or any other Security Party in any jurisdiction to which anyone of them is subject which has an effect equivalent or similar to any of the events mentioned in Clauses 14.3.1. to 14.3.5.;
 
14.3.7
If the Borrower and/or any other Security Party suspend or threaten to suspend or cease to carry on its business;
 
14.3.8
If there occurs, in the opinion of the Bank, a materially adverse change in the financial condition of the Borrower and/or any Security Party;
 
14.3.9
If any other event occurs not mentioned in this Clause 14.3. or circumstances arise which, in the reasonable opinion of the Bank, is likely adversely to affect either (i) the ability of the Borrower and/or any other Security Party to perform all or any of their obligations under or otherwise to comply with the terms of this Agreement and/or any of the other Security Documents, or (ii) the security created by this Agreement and/or any of the other Security Documents;
 

 
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14.3.10
If there is any change in the beneficial ownership of the shares in the Borrower and/or any other Security Party as declared to the Bank prior to the execution hereof or as represented to the Bank in the Certificate of beneficial shareholding given to the Bank pursuant to Schedule I, Part 1.
 
14.3.11
If any debt of any Security Party is not paid when due or any debt of any Security Party becomes due and payable prior to the date when it would otherwise have become due (unless as a result of the exercise by the relevant Security Party of a voluntary right of prepayment), or any creditor of any Security Party becomes entitled to declare its claim due and payable, or any facility or commitment available to any Security Party is withdrawn, suspended or cancelled by reason of any default (however described) of such Security Party;
 
14.4
Events affecting the Security Documents
 
14.4.1
If this Agreement or any of the other Security Documents shall at any time and for any reason become invalid or unenforceable or otherwise cease to remain in full force and effect, or if the validity or enforceability of any of the Security Documents shall at any time and for any reason be contested by any party thereto (other than the Bank), or if any such party shall deny that it has any, or any further, liability thereunder or shall otherwise repudiate any of the Security Documents or do or cause or permit to be done any act or thing evidencing an intention to repudiate this Agreement or any of the other Security Documents or it becomes impossible or unlawful for the Borrower and/or any other Security Party to fulfill any of its covenants and obligations contained in this Agreement or any of the other Security Documents or for the Bank to exercise the rights or any of them vested in them thereunder or otherwise;
 
14.4.2
If any Encumbrance in respect of any of the properties (or part thereof) which belongs to the Security Parties (or any of them) becomes enforceable.
 
14.4.3
If a notice is sent by the Bank under section 6(a) of the Master Swap Agreement, or by any person under section 6(b)(iv) of the Master Swap Agreement, in either case designating an Early Termination date for the purpose of the Master Swap Agreement, or if the Master Swap Agreement is for any other reason terminated, cancelled, suspended, rescinded, revoked or otherwise ceases to remain in full force and effect; or
 
14.5
Events concerning the Vessel
 
14.5.1
if the Vessel fails to be delivered to, or accepted by, the Charterer under the Charter in question and/or the Charter is terminated, revoked, cancelled, or repudiated or otherwise ceases to remain in full force and effect, unless either the Charter is substituted by any other Charter acceptable to the Bank in all respects in its sole discretion or additional security is provided for, or if, due to Borrower’s default, any other charter or contract of affreightment relating to the Vessel for the time being mortgaged to the Bank hereunder ceases for more than thirty (30) days (other than complete performance in accordance with its terms) to be in full force and effect.
 

 
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14.5.2
If the Vessel either:
 
 
(a)
becomes a Total Loss or
 
 
(b)
suffers damage or is involved in an accident which in the opinion of the Bank may result in being subsequently considered to be a Total Loss or which may otherwise reduce the security of the Bank.
 
14.5.3
If the registration of the Vessel under the laws and flag of the Flag State is cancelled or terminated without the prior written consent of the Bank.
 
14.5.4
If the Flag State of the Vessel becomes involved in hostilities or civil war if, in any such case, such event could in the opinion of the Bank reasonably be expected to have a material adverse effect on the security constituted by any of the Security Documents and Borrower fails to comply with the Bank’s request to change flag acceptable to the Bank within fifteen (15) Banking Days.
 
14.6
Environmental Events.
 
If the Borrower and/or any other Security Party and/or any other Relevant Party and/or any of their respective Environmental Affiliates fails to comply with any Environmental Law or any Environmental Approval or any of the Vessel or any other Relevant Ship is involved in any incident which gives rise or which may give rise to any Environmental Claim if, in any such case, such non-compliance or incident, or the consequences thereof could, in the opinion of the Bank, be expected to have a Material Adverse Effect on the business assets, operations, property or financial condition of the Borrower or any other Security Party or on the security created by any of the Security Documents.
 
14.7
Consequences of Default
 
14.7.1
At any time after the occurrence of any Event of Default, the Bank may, without prejudice to any other of its rights,
 
 
(a)
by notice to the Borrower declare that the obligation of the Bank to make the Commitment available shall be terminated, whereupon the Commitment shall be reduced to zero forthwith and/or
 
 
(b)
by notice to the Borrower declare that the Loan and interest and all sums payable under this Agreement and the other Security Documents have become due and payable, or payable on demand, whereupon the same shall immediately, or in accordance with the terms of such notice, become due and payable jointly and severally by the Borrower and the other Obligors, without any further demand protest or notice or any other procedure from the Bank,
 
 
(c)
put into force and exercise all or any of the rights, powers and remedies possessed by it under this Agreement and/or under any other Security Document.
 
14.7.2
If an event occurs in respect of the Borrower or any of the other Security Parties of the type described in Clauses 14.3.2. to 14.3.6. the obligation of the Bank to make the Commitment available shall terminate immediately and all amounts under sub-clause
 

 
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14.7.1.(b) above shall become immediately due and payable without the need for any demand from the Bank or any notice to the Borrower or other action of any kind whatsoever.
 
15.        APPLICATION OF RECEIPTS
 
15.1
Normal order of application. Except as any Security Document may otherwise provide, any sums which are received or recovered by the Bank under or by virtue of any Security Document after the service of notice on the Borrower shall be applied:
 
FIRST: in or towards satisfaction of any amounts then due and payable under the Security Documents or the Master Swap Agreement in the following proportions:
 
(i)           firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Bank under the Security Documents and the Master Swap Agreement (in respect of Designated Transaction) other than those amounts referred to at (ii) and (iii) below;
 
(ii)           secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Bank under the Security Documents and the Master Swap Agreement (in respect of Designated Transaction) (and, for this purpose, the expression “interest” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Swap Agreement (in respect of Designated Transaction) but shall have failed to pay or deliver to the Bank at the time of application or distribution under this Clause 15); and
 
(iii)           thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder);
 
SECONDLY: in retention of an amount equal to any amount not then due and payable under any Security Document or the Master Swap Agreement (in respect of Designated Transaction) but which the Bank, by notice to the Borrower and the Security Parties, states in its reasonable opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of this Clause 15.1(a); and
 
THIRDLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.
 
15.2
Variation of order of application . The Bank may (following the occurrence of an Event of Default or a Potential Event of Default which is continuing), by notice to the Borrower and the Security provide for a different manner of application from that set out in Clause 15.1 either as regards a specified sum or sums or as regards sums in a specified category or categories.
 
15.3
Notice of variation of order of application. The Bank may give notices under Clause 15.2 from time to time in respect of sums which may be received or recovered in the future.
 

 
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15.4
Appropriation rights overridden. This Clause 15 and any notice which the Bank gives under Clause 15.2 shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any Security Party.
 
15.5
Application of Earnings -Payment of Earnings . The Borrower undertakes with the Bank to ensure that, throughout the Facility Period (and subject only to the provisions of the General Assignment for the Vessel) all the Earnings of the Vessel are paid to the Operating Account for the Vessel and subject to no Event of Default having occurred which is continuing at the relevant time, all credit balances on the Operating Account shall be freely available to the Borrower.
 
16.        ACCOUNTS
 
16.1
Loan Account
 
The Bank shall maintain in accordance with its usual practice, an account evidencing the amounts from time to time lent by, owing to and paid to it under the Security Documents. Such account confirmed by the Bank as per Clause 6 hereof shall, be conclusive as to the amount from time to time owing by the Borrower under the Security Documents.
 
16.2
Set-off
 
16.2.1
Upon the occurrence of any Event of Default, the Borrower authorises the Bank, without notice to the Borrower, to apply any credit balance to which the Borrower is then entitled and/or to whatever currency standing upon any such account of the Borrower with any branch of the in or towards satisfaction of the Indebtedness. For this purpose, the Bank is authorised to purchase with the moneys standing to the credit of such account such other currencies as may be necessary to effect such application. The Bank shall not be obliged to exercise any right given to it by this clause. The Bank shall notify the Borrower without delay upon the exercise or purported exercise of any right of set-off giving details in relation thereto.
 
16.2.2
The rights conferred on the Bank by this Clause shall be in addition to, and without prejudice to or limitation of, the rights of netting and set off conferred on the Bank by the Master Swap Agreement. The Borrower acknowledges that the Bank shall be under no obligation to make any payment to the Borrower under or pursuant to the Master Swap Agreement if, at the time that payment becomes due, there shall have occurred an Event of Default or Potential Event of Default, or an Event of Default or Termination Event (as those terms are respectively defined in the Master Swap Agreement).
 
16.3
Operating Account
 
16.3.1
The Borrower undertakes with the Bank that it will:
 
 
(a)
on or before the Drawdown Date open with the Bank the Operating Account; and
 
 
(b)
procure that all moneys payable to the Borrower in respect of the Earnings or other receivables regarding the Vessel shall, unless and until the Bank directs to the contrary be paid to the Operating Account free from Encumbrances (save for Encumbrances in favour of the Bank); Provided however that if any moneys paid to the Operating Account are
 

 
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payable in a currency other than Dollars, the Bank shall convert such moneys into Dollars at the Bank spot rate of exchange at the relevant time for the purchase of Dollars with such currency and the term “spot rate of exchange” shall include any premium and costs of exchange payable in connection with the purchase of Dollars with such currency.
 
 
(c)
The Operating Account shall bear interest at the rate quoted by the Bank to its customers for comparable deposits in Dollars and for such periods as the Bank may determine, such interest to be credited to the Operating Account at intervals the Bank usually pays interest on deposits.
 
 
(d)
The Borrower hereby assigns to the Bank as a continuing security for the payment of the Indebtedness the Operating Account and all moneys from time to time standing to the credit thereof including any interest from time to time accrued and accruing thereon, such assignment to take effect immediately upon the occurrence of an Event of Default.
 
16.3.2
Withdrawals.
 
So long as no Default shall have occurred the Borrower shall be entitled to withdraw from the Operating Account any amount. Provided however that if in the opinion of the Bank there will be insufficient sums standing to the credit of the Operating Account to meet principal falling due on the next Repayment Date or interest due on the next Interest Payment Date or any other moneys which are due and payable to the Bank, the Bank shall be entitled to refuse any withdrawal from the Operating Account.
 
16.3.3
Application of Operating Account
 
 
(a)
The Bank shall be entitled (but not obliged) at any time to deduct from the balance for the time being standing to the credit of the Operating Account all other moneys vvhich may fall due to be paid to the Dank under the terms of the Security Documents or otherwise howsoever in connection with the Loan.
 
 
(b)
At any time after the occurrence of an Event of Default, the Bank may, without notice to the Borrower, apply all moneys then standing to the credit of the Operating Account (together with interest from time to time accruing or accrued thereon) in or towards satisfaction of any sums due to the Bank under the Security Documents in the manner specified in Clause 15.
 
16.3.4
Relocation of Operating Account
 
The Borrower, at its own costs and expenses, undertake to comply with any written requirement of the Bank from time to time as to the location or relocation of the Operating Account and will from time to time enter into such documentation as the Bank may require in order to create or maintain a security interest in the Operating Account.
 
16.4
Retention Account
 
16.4.1
The Borrower on or before the Drawdown Date will open with the Bank the Retention Account.
 
 
(a)
For so long as any moneys are owing under the Security Documents, the Borrower shall pay to the Retention Account, at monthly intervals commencing with a first payment on
 

 
38
 

the date falling one Month after the Drawdown Date and at monthly intervals thereafter (each such day being hereinafter called “Monthly Retention Date”) such sum (each sum being hereinafter called “Monthly Retention Amount”) as shall be the aggregate of:
 
 
(i)
the quotient of the Repayment Instalment amount from time to time falling due on the each time next Repayment Date divided by the number of the months intervening between the immediately previous and the such next Repayment Date, pursuant to Clause 7 hereof; and
 
 
(ii)
the quotient of the amount of interest from time to time falling due in respect of the Loan or each part thereof on the each time next Interest Payment Date divided by the number of months of the relevant Interest Period.
 
 
(b)
The Bank is hereby irrevocably authorised by the Borrower to debit at every Monthly Retention Date the Operating Account with the Monthly Retention Amounts and to credit them to the Retention Account.
 
 
(c)
In case that any Earnings paid to the Operating Account relate to a period of employment of the Vessel longer than one (1) Month, then upon receipt of such Earnings the Retention Account shall be funded by an amount equal to so many Monthly Retention Amounts or part thereof as shall correspond to the longer period to which the said Earnings relate or any amount as may be determined by the Bank.
 
16.4.2
Unless and until there shall occur an Event of Default all Monthly Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be set off and applied by the Bank (and express and irrevocable authority is hereby given by the Borrower to the Bank so to set off and apply the same) upon each Repayment Date and upon each Interest Payment Date in or towards payment of the Repayment Instalment then falling due and/or (as the case may be) the amount of interest then due. Each such set off and application by the Bank shall constitute a payment in or towards satisfaction of the corresponding payment obligations of the Borrower under this Agreement but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid set off application by the Bank is insufficient to meet the same.
 
16.4.3
Any amount for the time being standing to the credit of the Retention Account shall bear interest at the rate quoted by the Bank to its customers for deposits in Dollars for such period as the Bank may determine and for an amount comparable with the amount for the time being standing to the credit of the Retention Account.
 
16.4.4
Upon the occurrence of an Event of Default or at any time thereafter the Bank will set off and apply all sums standing to the credit of the Retention Account including accrued interest (if any) in the manner specified in Clause 15 without notice to the Borrower.
 
17.        INDEMNITY
 
17.1
Miscellaneous Indemnities
 
The Borrower will indemnify the Bank against any and all expenses, claims, losses or liabilities sustained or incurred by the Bank as a result of
 

 
39
 


 
(a)
The Loan not being drawdown hereunder whether before or after the giving of the Drawdown Notice in accordance with the provisions of Clause 2.2. hereof for any reason whatsoever including but not limited to the refusal of the Bank to allow the disbursement of the Commitment because of the non fulfillment of the Conditions Precedent contained in Schedule I or any of them;
 
(b)
any default in payment by the Borrower of any sum under any of the Security Documents;
 
(c)
the occurrence of any other Event of Default;
 
(d)
the prepayment or repayment of the Loan or part thereof being made otherwise than on an Interest Payment Date relating to the part of the Loan prepaid or repaid.
 
including in any such case, but not limited to, any loss or expense suffered as a result of reemploying deposits acquired by the Bank (or any person to whom the Bank have sold a participation in the Loan) for the purpose of funding the Loan at a rate of return lower than the cost of acquiring the deposits or any expense incurred by the Bank (or such, person) in liquidating the deposits as defined as “Break Costs” in Clause 1 hereof.
 
17.2
Currency
 
If, any payment by any of the Security Parties under any of the Security Documents is made or falls to be satisfied in a currency (the “payment currency”) other than the currency in which such payment is due under or in connection with such Security Documents (the “contractual currency”), then, to the extent that the amount of such payment actually received by the Bank, when converted into the contractual currency at the rate of exchange, falls short of the amount due under the Security Documents, the Borrower, as a separate and independent obligation, shall indemnify and hold harmless the Bank against the amount of such shortfall. For the purposes of the present Clause “rate of exchange” means the rate at which the Bank is able on or about the date of such payment to purchase the contractual currency with the payment currency and shall take into account any premium and other costs of exchange with respect thereto.
 
17.3
Environmental Indemnity
 
The Borrower shall indemnify the Bank on demand and hold the Bank harmless from and against all costs, losses, liabilities, actions, proceedings, penalties, fines, sanctions or other outgoings of whatever nature which may be suffered, or asserted against the Bank at any time, whether before or after the repayment in full of principal and interest under this Agreement, relating to, or arising directly or indirectly for any cause or reason whatsoever out of an Environmental Claim made or asserted against the Bank if such Environmental Claim would not have been made or asserted against the Bank if it had not entered into any of the Security Documents and/or exercised any of its rights, powers and discretions thereby conferred and/or performed any of its obligations thereunder and/or been involved in any of the transactions contemplated by the Security Documents.
 
17.4
Communications Indemnity
 
Express authority is hereby given by the Borrower to the Bank to accept (at the sole discretion of the Bank) all tested or untested communications given by facsimile, telex cable or e-mail, regarding any or all of the notices, requests, instructions or other communications under this Agreement.
 

 
40
 


 
The Borrower hereby assumes promises and recognises that the Bank shall not be held responsible for any loss, liability or expense that may result from the Bank’s compliance with such communications and the Borrower undertakes to indemnify the Bank from all actions, proceedings, damages, claim expenses and any and all direst.
 
With regard to the above communications issued by electronic and/or mechanical processes (e.g. by facsimile, telex or e-mail), the risk of equipment malfunction, including, without limitation, paper shortage, transmission errors, omissions and distortions of Borrower’s mechanical equipment is assumed fully and accepted by the Borrower.
 
The risks of misunderstandings and errors of communications being given as mentioned above, are for the Borrower and the Bank will be indemnified in full pursuant to this Clause.
 
Notwithstanding the above, the Bank may at any time, (and such discretion of the Bank is expressly admitted by the Borrower hereby) refuse to execute the notices, requests, instructions or communications of the Borrower, or any part thereof given by telex or fax if not confirmed in a manner acceptable to the Bank, without incurring any responsibility for loss, liability or expense arising out of such refusal.
 
18.        REMEDIES AND WAIVERS
 
18.1
Remedies Modifications
 
The Borrower shall not be released from the obligations contained herein by the granting of time or any other indulgence to the Borrower or by any other act or thing whatsoever or whereby the Borrower is and has been so released and no failure to exercise nor any delay in exercising on the part of the Bank any right or remedy hereunder and/or the other Security Documents or by law shall operate as a waiver thereof nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other rights or remedy. No modification or waiver by the Bank of any provision of this Agreement or of any of the other Security Documents nor any consent by the Bank to any departure therefrom by the Borrower shall be effective unless the same shall be in writing and then shall only be effective in the specific case and for the specific purpose for which given. No notice to or demand on any such party in any such case shall entitle such party to any other or further notice or demand in similar or other circumstances.
 
18.2
Cumulative Remedies
 
The rights and remedies provided herein and/or in any other Security Document are cumulative and not exclusive of each other nor of any other rights or remedies provided by law.
 
18.3
Event of Default
 
The Borrower accepts that upon an Event of Default occurring the Bank has an absolute right to take immediate steps to realize its security and recover all and any sums due to it (including but not limited to the Loan remaining outstanding and any other moneys which may then be due and owing under this Agreement and/or any of the other Security Documents) exercising all powers available to it by law and/or set forth in the Security Documents or otherwise and nothing contained in the Security Documents shall be construed to the contrary.
 

 
41
 


 
19.        LEGAL IMMINENCE
 
This Agreement and the other Security Documents contain the entire agreement of the parties and their provisions supersede theprovisions of the Commitment Letter addressed by the Bank to the Borrower and others (save for the provisions thereof which relate to fees) and any and all other prior correspondence and oral negotiation by the parties in respect of the matters regulated by this Agreement.
 
19.1
Over Other Security Documents
 
In the event of any inconsistency between the provisions of this Agreement and the provisions of any other Security Document the provisions of this Agreement shall prevail.
 
19.2
Contracts (Rights of Third Parties) Act 1999 Notwithstanding the provisions of the Contracts (Rights of Third Parties) Act 1999, no term of this Agreement is enforceable by a person who is not a party to it.
 
20.        COUNTERPARTS
 
This Agreement may be executed in any number of counterparts each of which when executed and delivered shall constitute an original but all the counterparts shall together constitute both one and the same instrument.
 
21.        INVALIDITY
 
If al: any time any one or more provisions of any Security Document and/or any Security Document or any other documents executed pursuant hereto or thereto is or becomes invalid illegal or unenforceable in any respect under any applicable law in any jurisdiction whatsoever, the validity legality and enforceability of the remaining provisions hereof or thereof shall not in any way be affected or impaired thereby. If, however, this event becomes known to the Bank prior to the drawdown of the Commitment the Bank shall be entitled to refuse drawdown until this discrepancy is remedied. Where, however, the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the full extent permitted by that law to the intent that this Agreement, the other Security Documents and any other documents executed pursuant hereto or thereto shall be deemed to be valid binding and enforceable in accordance with their respective terms.
 
22.        ASSIGNMENT
 
This Agreement shall constitute continuing and primary obligations of the Borrower and shall be binding on and inure to the benefit of the Borrower the Bank and their respective successors and assigns provided that:
 
22.1
Assignment by the Borrower
 
The Borrower and any other parties to the Security Documents may not assign any rights and/or indirect losses which the Bank may suffer, by reason of the Bank following such communications.
 
The Borrower and any other parties to the Security Documents may not assign any rights and/or obligations hereunder and/or any other Security Document or any documents executed pursuant thereto without the prior written consent of the Bank and
 

 
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22.2
Assignment by the Bank
 
The Bank may at any time assign, transfer or offer participations to any affiliated company of the EFG Group or, with the prior written consent of the Borrower, such consent not to be unreasonably withheld, to other banks or financial institutions in whole or in part, or in any manner dispose of all or any of its rights and/or obligations arising or accruing under this Agreement or under any of the other Security Documents or any documents executed pursuant to this Agreement and/or the other security Documents. The Bank may disclose to a potential assignee, transferee or participant or to any other person who may propose entering into a contractual relations with the Bank in relation this Agreement such information about the Borrower and the Security Parties as the Bank shall reasonably consider appropriate.
 
23.        EXPENSES
 
(a)            The Borrower shall reimburse the Bank immediately upon demand for all expenses including but not limited to the fees and expenses of the Legal Counsels of the Insurance Experts and/or any other Experts the Bank may use e.t.c. as well as all legal fees and disbursements printing costs and other out of pocket expenses of whatsoever nature incurred by the Bank
 
(i)            in the negotiation preparation execution and where relevant registration of any of the Security Documents and of any amendment or extension of or granting of any waiver or consent hereunder and/or any other Security Document
 
(ii)            in contemplation of, or the enforcement of or preservation of any rights under any of the Security Documents or otherwise in respect of moneys owing under any of the Security Documents
 
(iii)            all fees and expenses payable pursuant to the present Clause shall be paid together with value added tax or any other tax (if any) properly chargeable thereon. Any value added tax or other tax chargeable in respect of any services supplied by the Bank under this Agreement shall be paid in addition to any sum agreed to be paid hereunder.
 
(b)            The Borrower shall pay all Taxes, the Security Documents are or at any time may be subject and shall indemnify the Bank against any liabilities costs claims and expenses resulting from any omission to pay or delay in paying any such duties levies, dues and/or taxes.
 
23.1          If the Bank pays any of the amounts mentioned above as payable by the Bank, the Borrower shall reimburse same to the Bank together with interest at the rate referred to in Clause 8.4. from the date of Bank’s actual disbursement or loss to the date of payment to the Bank. The expenses are payable on demand.
 
24.       NOTICE
 
24.1
Address
 
Each notice, request, demand or other communication to be given or made hereunder and/or any, other Security Document shall he given in writing addressed to the Borrower c/o Eurobulk Ltd. at 40, Agiou Konstantinou Str., 151 24 Maroussi, Greece, fax no 0030 2111 804097 who is hereby irrevocably appointed by the Borrower as its agent and who is empowered by it to receive and take delivery on Borrower’s behalf and account all documents and/or instruments addressed to the Borrower of whatever nature, and the Borrower hereby confirms and warrants that all such notifications, notices, or other
 

 
43
 

communications e.t.c. delivered to its above agent will be considered by it as having been delivered to and received by itself. All such notifications notices, requests demands or other communications if addressed to the Bank shall he delivered or mailed to the Bank at No 83, Akti Miaouli Street, Piraeus Greece or to such other address as is notified by one party to the other party hereunder in writing.
 
24.2
Time of Delivery
 
Any notice, request, demand or other communication to be given or made to the Borrower shall be deemed to have been delivered three (3) Banking Days after having been sent to its agent appointed by them in the preceding Clause, by first - class registered post prepaid in an envelope addressed as aforesaid but in the case of a telex facsimile transmission or other means of telecommunication in permanent written form or delivery by hand, such notice shall be deemed to have been delivered at the time of dispatch. If the day of dispatch is not a Banking Day it shall be deemed to have been received at the opening of business on the next such Banking Day.
 
25.        GOVERNING LAW AND JURISDICTION
 
(a)
This Agreement and the Security Documents unless otherwise provided for herein, shall be governed by and construed in accordance with English Law. The Mortgage shall be governed by the law of the Flag State of the Vessel. The Pledges, the Corporate Guarantee shall be governed by the laws of Greece
 
(b)
For the exclusive benefit of the Bank, the Borrower hereby irrevocably submits itself to the non-exclusive jurisdiction of the Courts of England. Further, the Borrower agrees that any summons, writ or other legal process issued against any of the Security Parties either in England or Greece or in any other country as the case may be, shall be served upon the Borrower in Greece c/o Hill Taylor Dickinson at 2, II Merarchias Street 185 35 Piraeus Greece, fax no 0030 210 4284777), or in England c/o Messrs Hill Taylor Dickinson at Irongate House, Duke’s Place, London EC3A 7LP, England or to their successors, who are hereby authorised by the Borrower, acting on its own behalf to accept such service, which shall be deemed to be good service on the Borrower. The foregoing shall not limit the right of the Bank to start proceedings in any other country or to serve process in any other manner permitted by law. The Borrower hereby waives any objections as to the inconvenience of any forum elected by the Bank.
 
(c)
If it is decided by the Bank that any such proceedings should be commenced in any other country, then any objections as to the jurisdiction or any claim as to the inconvenience of the forum is hereby, waived by the Borrower all of whom the Borrower confirms that they are representing and binding, and it is agreed and undertaken by the Borrower to accept service of legal process and not to contest the validity of such proceedings as far as the jurisdiction of the court or courts involved is concerned.
 

 
44
 

Schedule I
Documents and evidence required as conditions precedent to the Loan being made
 
Part  1
 
(a)        Constitutional documents
 
copies, legalized by a lawyer and certified by an officer of the Borrower as true, complete and up to date copies of all documents which contain or establish or relate to the constitution and organization of the Borrower and of any corporate shareholder of the Borrower. In case of a Liberian or Marshall Island Company, copies of
 
 
(i)
the transfer of subscription
 
 
(ii)
the Organizational Meeting
 
 
(iii)
the first Meeting of Directors
 
 
(iv)
all resolutions regarding election and resignation of Directors (if any) from the first meeting till today.
 
(b)           Corporate authorisations
 
copies of the relevant minutes containing the resolutions of the directors and shareholders of each Security Party approving the Security Documents to which such Security Party is, or is to be, party and authorizing the signature, delivery and performance of such Security Party’s obligations thereunder, as well as copies of the resolutions of the Corporate Shareholders to participate at the relative meeting of the shareholders of the respective Security Party. All copies of the meetings and resolutions of the Directors and Shareholders of each such Security Party to be certified (in a certificate dated not earlier than five Banking Days prior to the date of this Agreement) by the Secretary of such Security Party as:
 
 
(i)
being complete true and correct;
 
 
(ii)
being duly passed at meetings duly convened and held of the directors of such Security Party where the directors were present in person at and throughout the said meetings and the resolutions were passed unanimously;
 
 
(iii)
not having been amended, modified or revoked; and
 
 
(iv)
being in full force and effect
 
and duly notarised and legalised by the appropriate consul as well as the originals or certified copies of any Powers of Attorney issued by any Security Party pursuant to such resolutions duly notarised and legalized by the appropriate consul.
 
(c)         Official Certificates of Good Standing of the Borrower.
 
(d)
Certificate of Incumbency: a list of directors and officers of each Security Party and of every corporate shareholder specifying the names and positions of such persons, certified (in a certificate dated not earlier than five Banking Days prior to the date of this Agreement) by an appropriate government authority, or if this is not possible, by the Secretary of such Security
 

 
45
 

Party, or of the corporate shareholder to be true, complete and up to date and duly notarised and legalised by the appropriate consul.
 
(e)
A certificate, on behalf of the Borrower, by a Director having been authorised to execute same, on which the documents mentioned sub-sections (a), (b), (c), (d) and (e) of this Part 1 of Schedule I will lave been attached, reading substantially as follows:
 

 
46
 


 
CERTIFICATE
 
“
I, the undersigned,                      the Secretary of (name of the Borrower or of the other Security
“
Party)                       (“the Company”), a company duly organized and existing under the laws of
“
                       hereby certify that:
“
 
“
1.
Attached hereto and marked “A” is a true and complete copy of the Articles of Incorporation
“
 
and of all documents relating to the constitution of the Company (and of all amendments
“
 
thereof) which are in full force and effect as of the date hereof.
“
   
“
2.
Attached hereto and marked “B” is a true and complete copy of the Minutes of a Meeting of
“
 
the Directors of the Company held in                      on the day of                      2007 at which
“
 
Meeting all the Directors of the Company were present in person and acted throughout and
“
 
the Resolutions passed at the Meeting were passed unanimously and have not been varied or
“
 
revoked and remain in full force and effect as of the date hereof.
“
   
“
3.
Attached hereto and marked “C” is a true and complete copy of the Minutes of the meeting
“
 
of the Shareholders of the Company held in on the day                      of                       2007 at
“
 
which meeting bearer share certificates representing all of the authorised and issued shares of
“
 
the Company were tabled and voted throughout by the holders thereof (or, as the case may
“
 
be, the registered shareholders of all of the authorised and issued shares of the Corporation
“
 
were present in person or by proxy and acted throughout) such meeting having been convened
“
 
and notice thereof having been duly waived by all persons entitled thereto and the Resolutions
“
 
passed at such meeting remain in full force and effect and unamended as of the date hereof.
“
   
“
4.
Attached hereto marked “D” is a true and complete copy of the Power of Attorney approved by
“
 
the Directors and Shareholders of the Company at the Meetings described in paragraphs, 2 and
“
 
3 above, a copy of which Power of Attorney has been attached to the Minutes of the said
“
 
Meetings.
“
   
“
5.
The Directors and Officers of the Company are, as at the date hereof, and were, as at the date
“
 
of the Meeting of the Directors, the following, being all the Directors and Officers of the
“
 
Company:
“
   
“
     
Director/President
“
     
Director/Secretary
“
     
Director/Treasurer
“
   
“
6.
The legal shareholder(s) of the Company is/are, as the date hereof, and was/were, as at the date
“
 
of the Meetings of the Directors and shareholders, that referred to in the copy of the Minutes
“
 
of the Meeting of Shareholders attached hereto and marked C.
     
“
7.
The name, title and specimen signature of each person who has executed or will execute
“
 
any of the Security Documents (as such term is defined in the Loan Agreement referenced in
“
 
the Resolutions certified in item 2 above) and/or any other document incidental hereto and
“
 
thereto on behalf of our Company are as set forth below, and each such person is on the date


 
47
 


“
 
hereof and thereunto duly authorised.
   
Name and Title
 
Specimen Signature
         
         
         
     
 
8.
I confirm that I am duly authorised by the Company to execute this certificate. If any
   
certification contained herein ceases to be true and correct at any time prior to the execution
   
and delivery of the documentation referenced in the Resolutions in paragraph 2 above,
   
I will immediately give to the Bank notice to that effect.
     
   
All terms defined in the Loan Agreement and used but not defined herein have the meanings given to them in such Agreement.
     
   
IN WITNESS WHEREOF, this certificate has been executed on and as of                                             2007
     
   
(name of the Security Party)
     
   
by:
   
   
Title:
   
 
(f)         Opinions
 
an opinion on the validity of the Security Documents addressed to the Bank by special legal advisers approved by it and having particular knowledge of the national law by which the validity of the relative Security Document may be affected.
 
(g)        Further opinions
 
an opinion of the legal adviser to the Borrower as to all matters of law as the Bank shall deem relevant to the Loan Agreement as it may require.
 
(h)        Borrower’s process agent
 
a copy, certified as a true copy by the Borrower’s solicitors of a letter from the Borrower’s agent for receipt of service of proceedings accepting its appointment under the Security Documents in which it is or is to be appointed as such agent; and
 
(i)         Insurance Opinion
 
an opinion from insurance consultants approved by the Bank, on the insurances effected in respect of the Vessel.
 
(j)         Arrangement Fee
 
Evidence that the Arrangement Fee has been paid in full up to the date.
 

 
48
 

Documents and evidence required as conditions precedent and (where the context permits) subsequent:
 
Part 2
 
Evidence concerning the Vessel
 
(a)
Charter free valuation and preparation of insurance report of the Vessel as at the date determined by the Bank prior to the drawdown prepared on the basis specified in the Agreement.
 
(b)
Evidence that the Vessel has been duly registered in the ownership of its owner under the laws and flag of its chipping registry free from any Encumbrances (including those on its earnings, insurances, charter rights and requisition compensation) save for those in favour of the Bank and that the Mortgage on the Vessel has been recorded in the respective Registry with first priority.
 
(c)
Evidence that the Vessel has been surveyed at the cost of the Borrower by surveyors appointed and/or approved by the Bank and a copy of the surveyors’ report has been delivered to it.
 
(d)
Certificate of Confirmation of Class for hull and machinery confirming that the Vessel is classed in the highest Class of a Classification Society acceptable to the Bank and remains free of recommendations notations affecting class. The Bank should be notified of the Classification Society with which the Vessel will be or is (as the case may be) classed at least fifteen days prior to the Drawdown Date.
 
(e)
Due authorisation enabling the Bank to obtain copies of class records or other information at its discretion from the Classification Society regarding the Vessel and a confirmation from the classification Society that it will forward to the Bank all the quarterly listings issued in respect with that Vessel’s condition.
 
(f)
Photocopies of the Vessel’s current and unexpired trading certificates.
 
(g)
Evidence that the Vessel has been or will -on drawdown- be insured in accordance with the insurance requirements provided for in the Schedule of this Agreement with Underwriters, Insurance Companies, P & I and War Risks Associations which meet with the approval of the Bank. Such evidence shall include Hull and Machinery Marine risks full cover notes, stating all terms and conditions listing the security involved and incorporating the Loss Payable Clause and in the case of War Risks and Protection and Indemnity cover the Certificate of Entry and/or cover notes if appropriate.
 
(h)
Letters of Undertaking for the Vessel acceptable to the Bank and issued by Hull and Machinery brokers and/or War Risks Associations or brokers and Protection & Indemnity Associations approved by the Bank for the Vessel acceptable to the Bank.
 
(i)
Certified true photocopies of the Charter or any charterparty or other contract of employment of the Vessel which will be in force on the Drawdown Date.
 
(j)
Certified true photocopies of the management agreement relating to the Vessel and the Manager’s Undertaking duly executed by the Manager confirming that it will throughout the Facility Period manage the Vessel on behalf of its Owner and subordinate all its rights against the Owner or the Vessel to those of the Bank.
 

 
49
 


 
(k)
Evidence that the Manager and the Vessel has obtained certification of compliance with ISM Code and/or ISPS Code.
 
(l)
Documentary evidence as to the light displacement tonnage of the Vessel.
 
(m)
Photocopy of the MOA in respect of the Vessel and any Addenda thereto certified as true and complete by the legal counsel of the Borrower.
 
(n)
Photocopy of the Bill of Sale transferring title in the Vessel to the Borrower free of all encumbrances, maritime liens and other debts whatsoever notarially certified and legalized as well as a copy of the Protocol of Delivery and acceptance of the Vessel and of the Commercial Invoice.
 
(o)
Confirmations by the Insurers of the Vessel addressed to the Bank that they will issue letters of undertaking and endorse notices of assignment and loss payable Clauses on the Insurances, as soon as they receive the respective notices of assignment.
 
(p)
Evidence, in the form of a certificate from the Vessel’s Registry proving the Sellers’ title to the Vessel free of any Encumbrances, debts or claims of any nature whatsoever;
 
(q)
Duly certified copies of the corporate documentation of the Seller proving the legal existence of the Seller and the due authorization of the sale of the Vessel.
 
(r)
Evidence that the ten per cent (10%) deposit in respect of the Vessel and all other sums of money (other than the Loan) required to be paid by the Borrower to the Seller pursuant to the M.O.A. have been duly paid.
 
(s)
As a condition subsequent authenticated copy of a Transcript of Registry issued by the Registrar of Ships proving the registration of the Vessel in the ownership of the Borrower and the recording of the Mortgage on first priority. Such evidence must be produced to the Bank not later than three (3) Banking Days after the Drawdown Date.
 

 
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Schedule II
 
INSURANCE REQUIREMENTS
 
A.          PREAMBLE
 
This Schedule is an integral part of the above Agreement to which it is attached. All the terms and conditions hereinbelow and/or any other provision concerning Insurance in any Clause of the Security Documents form the Insurance requirements thereof.
 
All the words and expressions used in this Schedule shall have the meaning stated in the Agreement and the following expressions shall he interpreted as follows:
 
“ Approved Brokers ”: Insurance Broker(s) and/or firm of Insurance Brokers, appointed by the Owner, as may from time to time be approved by the Bank in writing arid/or appointed by the Bank for the purposes of this Agreement;
 
“ Excess Risks ”: The proportion (if any) of claims for general average, salvage and salvage charges and under the standard collision clause which will not be recoverable, in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding its insured value;
 
“ Insurances ”: All the policies and contracts of insurance as set forth under paragraph B hereinbelow which are taken out or entered into by or for the benefit of the Owners (whether in the sole name of the Owners or, if required by the Bank, in the joint names of the Owners and the Bank) in respect of the Vessel and its earnings or otherwise howsoever in connection with the Vessel and all benefits of such policies and/or contracts (including all claims of whatsoever nature and return of premiums);
 
“ Insurers ” means the underwriters or insurance companies with whom any insurance is effected and the associations of any protection and indemnity, FD & D or war risks or the managers of such associations in which the Vessel may at any time be entered. All Insurances must be contracted with Insurers approved by the Bank;
 
“ Loss Payable Clause ”: The provisions regulating the manner of payment of sums receivable under the Insurance which are to be incorporated in the relevant insurance document, such Loss Payable Clauses to be in the forms set out in Paragraph D (1) hereinbelow, or such other form as may from time to time be approved in writing by the Bank;
 
“ Owners ”: The owners of the Vessel referred to in the Loan Agreement as Borrower;
 
“ Protection and Indemnity Risks ”: The usual risks covered by a Protection and Indemnity Association (whether actually covered by Protection & Indemnity Association(s) and/or underwriters) and/or insurance companies), including the proportion (if any) which is not recoverable in the case of collision under the standard collision clause;
 
“ Required Amount ” means the aggregate of the insured amounts on the Vessel referred to in the Loan Agreement, which Required Amount can not be less than 120 per cent of the amount of the Loan;
 
“ War Risks ”: Risks including the risk of mines and all risks excluded from the standard form of marine policy by the free of capture and seizure clause;
 

 
51
 


 
B.          INSURANCES TO BE EFFECTED AND MAINTAINED
 
The Insurance must be effected and maintained according to the provisions of the Loan Agreement, including this Schedule and the risks set forth in this as follows:
 
a.           Hull and Machinery
 
Insurance against fire and usual marine risks (including Excess Risks if so required by the Bank) on an agreed value basis, on a full cover and all risks basis according to English or American or similar Hull Clauses, for the Required Amount, with such reasonable deductible and upon such terms as shall from time to time be approved in writing by the Bank;
 
b.           Increased Value
 
(if required by the Bank) Insurance of increased value (Total Loss only, Excess Liabilities included) as per the applicable English or American Institute Clauses or similar clauses (Disbursement/Increased Value/Excess Liabilities) up to an amount no less than the Required Amount, as shall from time to time be approved in writing by the Bank;
 
c.           War Risks
 
Insurance against War Risks according to London Institute War Clauses or similar, on an agreed value basis, for the Required Amount upon such terms as shall from time to time be approved in writing by the Bank, attaching also the so-called War Protection and Indemnity Clauses. If not fully covered by these insurances, crew war liabilities insurance shall have to be effected separately;
 
d.           Protection and Indemnity
 
Insurance against Protection and Indemnity Risks for the full value and tonnage of the Vessel insured (as approved in writing by the Bank) in accordance with the relevant Rules/Protection and Indemnity Institute Clauses and deductibles provided thereof and/or agreed for all risks including Pollution with Excess Liability insured by P&I Club(s) and/or underwriter(s) and/or insurance company(ies) approved in writing by the Bank. No risks will be excluded and no deductibles provided for in the rules and/or agreed will be altered, without the written consent of the Bank having been previously obtained. If crew liabilities (inductively, loss of life, injury or illness) have been excluded from the insurance cover or insured on a deductible excess basis, such liabilities shall be further insured separately with other underwriters, always acceptable to the Bank and upon such terms as shall from time to time be approved in writing by the Bank;
 
e.           Pollution Liability
 
Supplementary insurance of oil pollution liability including full cover of pollution risks for the amount up to the maximum commercially available limit and upon such terms as shall be commercially available and approved in writing by the Bank;
 

 
52
 


 
f.           USA Pollution Risk
 
Supplementary insurance of oil pollution liability (in the event the Vessel insured is scheduled to operate within or nearby USA jurisdiction) for an amount and upon such terms as shall from time to time be approved in writing by the Bank
 
g.           FD & D Cover
 
Insurance of Freight, Demurrage and Defence upon such terms and conditions as shall from time to time be approved in writing by the Bank;
 
h.           Mortgagee’s Interest
 
Insurance of the mortgagee’s interest, to be effected and maintained by the Bank, in the name of the Bank, but at the expenses of the Owner, or Borrower including (if required by the Bank at its sole discretion) Mortgagee’s Asset Protection (Pollution) coverage and/or additional perils pollution in the event the Vessel insured trades in the United States waters or in the Exclusive Economic Zone of the United States (as such term is used in the United States Oil Pollution Act of 1990) or other similar insurance in respect of any pollution claim(s) against such Vessel insured, for the Required Amount, calculated at the last Interest Payment Date, under the “german wording” or similar, for 360 days (or less) or upon such terms as shall from time to time be determined by the Bank;
 
i.           Other
 
Insurance of such other matters of whatsoever nature and howsoever arising in respect of which the Bank would at any time reasonably require the Vessel to be insured;
 
j.           Port Risks
 
(in the event the Vessel insured is laid up for an extended period) Insurance effected and maintained with prior written consent of the Bank instead of the insurances required under the provisions of sub-clauses a, e, f, and k above, against Hull and Machinery Risks, Protection and Indemnity Risks, subject to the conditions of “Institute Time Clauses Hulls, Port Risks”, or similar, including War Risks subject to the conditions of “Institute War and Strikes Clauses, Hulls, Time”, or similar, extended to include War Protection and Indemnity Risks or other such similar insurance clauses or contact the terms of which shall be approved in writing by the Bank.
 
C.            TERMS AND OBLIGATIONS FOR EFFECTING AND MAINTAINING INSURANCES
 
It is hereby undertaken by the Owner and/or any other person which is obliged under the Security Documents, that until all moneys payable to the Bank (whether actually or contingently) pursuant to the Loan Agreement and the other Security Documents have been paid in full, the Owner shall comply with the following undertaking:
 
1.            To effect and maintain at all timers the Insurances in form and substance and under terms satisfactory to the Bank.
 
2.            To effect the Insurances in Dollars or such other currency as the Bank may approve and through the Approved Brokers (other than the said mortgagee’s interest insurance which shall be effected through
 

 
53
 

brokers nominated by the Bank) and with such Insurers as shall from time to time be appointed and/or be approved in writing by the Bank.
 
3.            To effect and maintain the Insurances free of cost and expense to the Bank in the sole name of the Owner or, if so required by the Bank, in the joint names of the Owner and the Bank (but without liability on the part of the Bank for premiums or calls).
 
4.            Unless otherwise agreed in writing by the Bank, the amount in respect of which the Insurances should be effected shall be equal to at least the market value of the Vessel and shall at least be 120% of the amount of the Loan and the Swap Exposure.
 
5.            Any person which is obliged under the Loan Agreement to which these Insurance Requirements arc attached to effect and maintain the Insurances, it will be obliged and hereby undertakes, jointly and severally with any other person having the same obligation to (and will ensure that the Owner, if they are different persons shall):
 
(a)
procure and ensure that the Approved Brokers and/or Insurers as the case may be, shall send to the Bank a Letter of Undertaking in respect of the Insurances in form and substance satisfactory to the Bank and a Notice of Cancellation as Paragraph D hereinbelow.  Said Letter of Undertaking shall be in accordance with the form recommended by Lloyd’s Insurance Brokers Committee, or any subsequent LIBC form, or any other similar form, which is approved by the Bank and shall include a further undertaking to give immediate notice of any insurance being subject to the Condition Survey Warranty (J.H. 115) and/or structural Conditions Warranty (J.H. 722) and/or the Classification Clause (Hulls) dated 29/6/89, fifteen days prior to the attachment date of any insurance bearing any of these warranties, or in such shorter time as the Bank may agree.
 
(b)
If any of the Insurances form part of a fleet cover, procure that the Vessel shall be considered by insurers as separately insured and further procure that the Approved Brokers and/or Insurers as the case may be, shall undertake to the Bank that they shall neither set off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance of the Vessel for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Bank;
 
(c)
punctually pay all premiums, calls, contributions or other sums payable in respect of all Insurances and produce all relevant receipts and details or other evidence of payment when so required by the Bank;
 
(d)
notify the Bank of the names of the brokers and/or all of the Insurers proposed to be employed by the Owners for the purposes of the renewal of such Insurances and of the amounts and terms in which such Insurances are proposed to be renewed and the risks to be covered at least twenty one (21) days before the relevant policies, contracts or entries, expire, (or in such shorter period as the Bank may agree), and, subject to compliance with any requirements of the Bank under these Insurance Requirements, procure that appropriate instructions for the renewal of such Insurances on the terms so specified are given to the Approved Brokers and/or to the approved Insurers at least fourteen (14) days before the relevant policies, contracts or entries expire, and that the Approved Brokers and/or the approved Insurers will at least seven (7) days before such expiry (or within such shorter period as the Bank may from time to time agree) confirm in writing to the Bank as and when such renewals have been effected in accordance with the instructions so given
 

 
54
 

and to procure that a Cancellation Clause shall be endorsed on the relevant policies, contracts or entries for a Notice of Cancellation to the Bank on the terms set out in Paragraph D of this Schedule.
 
(e)
arrange for the execution and delivery of such guarantees or indemnities as may from time to time be required by any protection and indemnity or war risks association;
 
(f)
deposit with the Approved Brokers (procure the deposit of) all slips, cover notes, policies, certificates of entry or other instruments of insurance from time to time issued and procure that the interest of the Bank shall be endorsed thereon by incorporation of the relevant Loss Payable Clause and by means of a Notice of Assignment (signed by the Owners) in the form set out in Paragraph D hereinbelow or in such other form as may from time to time be agreed in writing by the Bank, and that the Bank shall be furnished with pro forma copies thereof.
 
(g)
procure that the Insurers shall note the Bank’s interest and endorse the relevant Loss Payable Clause on the relevant certificates of entry or policies and shall furnish the Bank with a copy of such certificates of entry or policies;
 
(h)
do all other necessary things and provide all such documents, evidence and information, so as to enable the Bank to collect and recover any moneys which shall at any time become due in respect of the Insurances;
 
(i)
not employ or permit the Vessel to be employed in any other way than in conformity with the terms of the Insurances (including any warranties express or implied therein) and with any applicable law without first obtaining the consent of the Insurers to such employment and complying with such requirements as to extra premium or otherwise as the Insurers may prescribe;
 
(j)
apply all sums receivable under the Insurances which are paid to the Owner in accordance with the Loss Payable Clauses in repairing all damage and/or in discharging the liability in respect of which such sums shall have been received;
 
(k)
in case that the Vessel is scheduled to operate or operates within or nearby USA, make all the Protection & Indemnity Club US Voyage Quarterly Declarations for each quarter in time and/or obtain prior to the Vessel’s arrival in US territorial waters all relevant certificates as from time to time may be required, such as COFR, or any other similar, and forward copies of same to the Bank;
 
(l)
not without the prior consent of the Bank alter any insurance nor make, consent or agree to any act or omission which would or might render any insurance invalid, void, voidable or unenforceable or render any sum paid out under any insurance repayable in whole or in part.
 
(m)
reimburse the Bank for any premiums paid by the Bank or pay to the Bank the amount of any premiums to be paid by the Bank in order to effect and maintain a policy of Mortgagee’s Interest Insurance or any other additional insurance that the Bank decides to take at its discretion as well as reimburse the Bank for all expenses and premiums paid by the Bank in order to effect insurances that the Owner failed to effect.
 
(6)            Fleet cover is permitted only subject to the prior written approval of the Bank under the conditions set out in Paragraph 5(b) above and the Bank prior express written approval of fleet aggregate deductibles.
 

 
55
 


 
D.            FORMS AND WORDING
 
(a)            Loss payable clause
 
The Loss Payable Clauses to be attached to the Insurances should be substantially in the following form:
 
(1)            Hull and Machinery (Marine & War Risks) : It is hereby noted that by an assignment dated                      the Owner                      (insert name)                      has assigned to EFG EUROBANK ERGASIAS S.A (the Mortgagees) all rights title and interest in and to all policies and contracts of insurance from time to taken out or entered into by  or for the benefit of the Owner in respect of                      (insert name of Vessel)                      and all benefits arising thereof including all claims of whatsoever nature (including return of premiums) thereunder and accordingly:
 
Save as hereinafter provided, all claims arising under the Insurances, whether in respect of an actual, constructive, compromised or arranged Total Loss of the Vessel or otherwise howsoever, shall be payable to the Mortgagees or as it may direct, (provided that the written consent of the Mortgagees shall be obtained prior to a compromised or arranged Total Loss being agreed with the Insurers) and provided always that unless and until written notice to the contrary has been received from the Mortgagees, claims (other than Total Loss claims) not exceeding USD three hundred United States Dollars (USD 300,000) or its equivalent in any other currency (inclusive of any deductible) in respect of any one claim may be paid to the Owner or its order.
 
(2)            Protection and Indemnity Risks : Payment of any recovery in respect of protection and indemnity risks which                       (the “Owner”) is entitled to make out of the funds of the Insurers in respect of any liability, costs or expenses incurred by the Owner, shall be made to the Owner or to its order unless and until the Insurer receives notice to the contrary from EFG EUROBANK ERGASIAS S.A (the Mortgagees) in which event all recoveries shall thereafter be paid to the Mortgagees or to its order; provided that no liability whatsoever shall attach to the Insurers or its agents for failure to comply with the latter obligation until the expiry of two clear business days from the receipt of such notice.
 
(b)            Notice of Assignment.
 
The notice of assignment shall be in the following form:
 
(For attachment by way of endorsement to the Policy)                            the Owner of M/V (the “Vessel”) , HEREBY GIVE NOTICE that by an assignment of even date herewith and entered into by us with EFG EUROBANK ERGASIAS S.A there have been assigned by us to the said Bank, as Mortgagees of the Vessel, all insurances in respect thereof and all benefits arising under the insurances taken or entered into from time to time by the Owners or for the benefit of the Owners in respect                                                                 thereof including but not limited to the insurances constituted by the policy whereon this notice is endorsed or shall be endorsed.
 
Signed
 
For and behalf of
 
Owner
 
Dated
 


 
56
 


(c)            Notice of Cancellation
 
Owners to procure that Notices of Cancellation of Insurances be given by the Insurers and/or by the brokers to EFG EUROBANK ERGASIAS S.A. at its branch office at 83. Akti Miaouli street, Piraeus, 185 38, Greece (and such Notices of Cancellation be endorsed on the Insurances) providing that the same will be given to the Bank in the following cases:
 
(1)            immediately in the event of any material changes affecting the insurances.
 
(2)            not later than ten days prior to the expiry of any of the insurances, if instructions have not been received for the renewal thereof and; in the event of instructions being received to renew, of the details thereof;
 
(3)            immediately if the underwriters give notice of their intention to cancel the Insurances provided that the underwriters will not exercise any rights of cancellation by reason of unpaid premiums without giving the Bank fourteen (14) days from the receipt of such notice in which to remit the sums due.
 

 

 
57
 

Schedule III
 
Notice of Drawdown
 
To:
EFG EUROBANK ERGASIAS S.A
83, Akti Miaouli street
Piraeus

 
Dear Sirs,
 
NOTICE OF DRAWDOWN
 
We refer to the Loan Agreement dated 29 October 2007 made between the Bank and the Borrower (“ the Loan Agreement ”).
 
Words and phrases defined in the Agreement shall have the same meanings when used herein.
 
Pursuant to Clause 2.2 of the Loan Agreement we hereby irrevocably request that you advance the amount of                             Dollars representing the Loan to us on                            2007, which is a Business Day, by paying the said sum as to
 
We hereby warrant that the representations and warranties contained in Clause 4 of the Agreement are true and correct at the date hereof and will be true and correct on                               2007 and that no Event of Default nor any event which would with the giving of notice and/or the passage of time and/or the satisfaction of any materiality test constitute an Event of Default has occurred or is continuing, and that no Event of Default will result from the drawdown of the Loan.
 
We select the period of [ ] months as the first interest period for the whole of the said amount.
 
 
Yours faithfully,
 
     
     
     
     
 
For and on behalf of
 
 
Trust Navigation Corp.
 


 

 
58
 

Schedule IV
 
PAYMENT SCHEDULE
 

Instalment No
Payment Date
Repayment Instalment
Total Principal Amount
       
1
3 months after the Drawdown Date
USD 1,850,000
USD 13,150,000
2
6 months after the Drawdown Date
USD 1,850,000
USD 11,300,000
3
9 months after the Drawdown Date
USD 1,850,000
USD 9,450,000
4
12 months after the Drawdown Date
USD 1,850,000
USD 7,600,000
5
15 months after the Drawdown Date
USD 750,000
USD 6,850,000
6
18 months after the Drawdown Date
USD 750,000
USD 6,100,000
7
21 months after the Drawdown Date
USD 750,000
USD 5,350,000
8
24 months after the Drawdown Date
USD 750,000
USD 4,600,000
9
27 months after the Drawdown Date
USD 550,000
USD 4,050,000
10
30 months after the Drawdown Date
USD 550,000
USD 3,500,000
11
33 months after the Drawdown Date
USD 550,000
USD 2,950,000
12
36 months after the Drawdown Date
USD 550,000
USD 2,400,000
 
Plus Balloon Payment payable together with the 12 th Instalment
USD2,400,000
 






 
59
 

Schedule V
 
DESIGNATION NOTICE
 
To: EFG EUROBANK ERGASIAS S.A.
83, Akti Miaouli Street
185 38 Piraeus
Greece
For the attention of Mr Sissy Hydreou
 

 
[date]
 
Dear Sirs
 
Loan Agreement dated 29 October 2007 made between (i) ourselves as Borrower and (ii) yourselves as Lender and Swap Bank (the “Loan Agreement”).
 
We refer to:
 
1.           The Loan Agreement;
 
2.           the Master Swap Agreement; and
 
3.           a Confirmation delivered pursuant to the said Master Swap Agreement dated
 
[].
 
In accordance with the terms of the Loan Agreement, we hereby give you notice of the said Confirmation and hereby confirm that the Transaction evidenced by it will be designated as a “Designated Transaction” for the purposes of the Loan Agreement and the Finance Documents.
 
Yours faithfully,
 

 

 

 
Stefania Karmiri
 
for and on behalf of
TRUST NAVIGATION CORP.
 

 
60
 

IN WITNESS whereof the parties hereto have caused this Agreement to be executed the day and year first above written.
 
SIGNED and DELIVERED
)
 
By Stefania Karmiri
)
 
the duly appointed Attorney for and on
)
 
behalf of TRUST NAVIGATION CORP.
)
 
in the presence of Katerina Avramidou
)
 
     
     
SIGNED and DELIVERED
)
 
by Mrs. Stavroula-Sotiria Hydreou and Mr John Tsirikos
)
 
the duly authorised attorneys
)
 
for and on behalf of
)
 
EFG EUROBANK ERGASIAS S.A .
)
 
in the presence of Katerina Avramidou
   

 

 



 
61
 





Exhibit 8.1
 

 
Registrant’s Subsidiaries
Jurisdiction of Organization
   
Alcinoe Shipping Limited
Republic of Cyprus
Allendale Investments S.A.
Republic of Panama
Alterwall Business Inc.
Republic of Panama
Diana Trading Ltd.
Republic of the Marshall Islands
Manolis Shipping Ltd.
Republic of the Marshall Islands
Oceanpride Shipping Limited
Republic of Cyprus
Oceanopera Shipping Limited
Republic of Cyprus
Prospero Maritime Inc.
Republic of the Marshall Islands
Salina Shipholding Corp.
Republic of the Marshall Islands
Searoute Maritime Limited
Republic of Cyprus
Xenia International Corporation
Republic of the Marshall Islands
Xingang Shipping Ltd.
Republic of Liberia


Exhibit 12.1


CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

 
I, Aristides J. Pittas, certify that:
 
1. I have reviewed this annual report on Form 20-F of Euroseas Ltd.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financing reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Company and have:

a)  
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  
evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  
disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):

a)  
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
 
b)  
any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
 
 
 
Date: May 12, 2008
 
 
  /s/ Aristides J. Pittas                                                       
Aristides J. Pittas
 
Chief Executive Officer


Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

 
I, Anastasios Aslidis, certify that:
 
1. I have reviewed this annual report on Form 20-F of Euroseas Ltd.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financing reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Company and have:

        a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c)
evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 

 
d)
disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 

5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):
 
a) 
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and  
 
 
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
 
 
Date: May 12, 2008
 
 
/s/ Anastasios Aslidis                                                                 
Anastasios Aslidis
 
Chief Financial Officer

Exhibit 13.1
 

CHIEF EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of Euroseas Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2007 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Aristides J. Pittas, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: May 12, 2008

/s/ Aristides J. Pittas
Chief Executive Officer


Exhibit 13.2

CHIEF FINANCIAL OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Annual Report of Euroseas Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2007 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Anastasios Aslidis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)  
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
 
Date: May 12, 2008

/s/ Anastasios Aslidis
Chief Financial Officer





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements No. 333 -142794 on Form F-3 and No. 333-148124 on Form S-8 of our reports dated May 8, 2008, relating to the consolidated financial statements of Euroseas Ltd. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 20-F of the Company for the year ended December 31, 2007.


Deloitte.
Hadjipavlou, Sofianos & Cambanis S.A.
Athens, Greece

May 12, 2008