EXHIBIT 4.38
TERM SHEET
SALE AND LEASEBACK
OF 2,800 TEU CV
“HULL 4236"
May 1 st 2023
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Vessel: |
2,800 TEU CV built 1st Quarter 2024 (ΙΜΟ 9963516) |
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Seller/Charterer: |
Euroseas Ltd. or its guaranteed nominee |
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Buyer/Owner: |
Fuji lron Works Co.,Ltd.(Japan) and Yassan. SJ. Shipping, |
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S.A.(Panama) 99% and 1 % respectively. |
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Bank: |
The San-in Godo Bank., Ltd. |
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Net Financed Amount: |
USD 27,000,000.00 |
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Arrangement Fee: |
1.40% of the Net Financed Amount payable by the Seller |
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Registration and Legal |
on Delivery. |
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Costs: |
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Initial registration of title to the Vessel and legal |
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documentation cost for documenting the lease and |
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security to be Charterer's account; however such cost not |
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Drop-dead fee: |
to exceed USD 25,000. |
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USD 30,000 plus documented legal costs (if any) shall be |
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payable by the Seller to the Buyer if the transaction does |
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not materialize, upon Seller's initiative, after the Owner's |
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Financiers Board approval has been lifted in accordance |
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Payment: |
with the timeline stipulated in the Subject Clause |
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hereunder. |
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Delivery Place: |
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100% on Delivery |
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Delivery Time: |
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Εx. Hyundai Μipο Dockyard, South Korea |
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Charter Period: |
1st Quarter 2024 (try not later than 31st March 2024) and |
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back-to-back with the delivery under the SBC with HMD. |
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Administration Fee: |
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7 years from Delivery. |
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Bareboat Charter Hire: |
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US$ 1,250 per Vessel per month payable together with |
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BBC Hire |
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The Bareboat Charter Hire per each vessel shall be paid |
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monthly in advance and be comprised by: |
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Α: Fixed part: USD 4,351 per day; |
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Β: Floating part: (3months CME TERM SOFR plus |
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2.295% Margin) x Loan Outstandίng |
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monthly Bareboat Charter Hire shall be determined five |
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Loan to be amortized |
(5) Business Days before the hire due date. If 3Μ CME |
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over seventeen (17) |
TERM SOFR falls below zero, then 3Μ CME TERM SOFR |
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years to zero in |
equal to zero to be applied to calculate the Floating Part of |
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accordance with |
the Bareboat Charter Hire. Cost of flagging and any |
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Appendix Α. Floating |
annual tonnage tax plus Agency fee to be for Charterer's |
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Part for the next |
account during Charter period. |
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Class: |
IACS classification society in Charterer's option. |
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Charterer's Disclosure: |
Charterers and/or Guarantor to provide consolidated audited |
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financial reports every year until charter expiration within 180 |
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days from the financial year end. |
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Changes to the Vessel: |
In the event of any improvement, structural changes or new |
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equipment becoming necessary for the continued operation of |
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the Vessel by reason of new class requirements or by |
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compulsory legislation, the cost of compliance shall be for the |
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Charterers account. Notwithstanding the foregoing, Charterers |
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are allowed to make improvements to the Vessel provided cost of |
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the same to be for Charterers account. |
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Special Depreciation Method: |
ln order for the Owners to apply Japanese special |
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depreciation method, Charterers shall undertake the following |
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(on an effort basis); |
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a) Corporate to provide any documents and certificates |
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required by the Japanese tax authorities including |
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certificates from the shipyard, provided that such |
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documents are available; and |
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b) facilitate direct registration from Shipyard to the Owners. |
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For avoidance of doubt and notwithstanding the above, the |
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Owner's successful qualification for the special tax depreciation |
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scheme shall not be a condition precedent for the transaction. |
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Confidentiality: |
The discussions between the parties shall be kept strictly |
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confidential by both parties and may only be disclosed to each |
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party's advisors and financiers on a need to know basis, and as |
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may be required to be disclosed under applicable law, regulatory |
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rules and regulations, and government authorities. |
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Subjects: |
I. Buyer's/Owner's Board approval to be lifted within 5 days after |
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signed term sheet; and |
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II. Seller's/Charterer's Board approval to be lifted within 5 |
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days after signed term sheet; and |
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III. Owner's Financier's approval to be lifted within 40 days |
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after subject 1 has been lifted; and |
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IV. Mutual agreement of the detailed terms and conditions of the |
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ΜΟΑ, BBCP and all other relative documents. |
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Law: |
The ΜΟΑ, BBCP and other documents to be governed by |
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English Law. English Courts Law to apply. |
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The Charterers |
The Owners |
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Euroseas Ltd. |
Fuji Iron Works Co., Ltd. |
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/s/ Symeon Pariaros |
/s/ Shingo Matsumoto |
Appendix Α: Loan Outstanding
|
1st Year |
lst Month |
27,000,000 |
2nd Year |
13th Month |
25,411,765 |
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1st Year |
2nd Month |
26,867,647 |
2nd Year |
14th Month |
25,279,412 |
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1st Year |
3rd Month |
26,735,294 |
2nd Year |
15th Month |
25,147,059 |
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1st Year |
4th Month |
26,602,941 |
2nd Year |
16th Month |
25,014,706 |
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1st Year |
5th Month |
26,470,588 |
2nd Year |
17th Month |
24,882,353 |
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1st Year |
6th Month |
26,338,235 |
2nd Year |
18th Month |
24,750,000 |
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1st Year |
7th Month |
26,205,882 |
2nd Year |
19th Month |
24,617,647 |
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1st Year |
8th Month |
26,073,529 |
2nd Year |
20th Month |
24,485,294 |
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1st Year |
9th Month |
25,941,176 |
2nd Year |
21st Month |
24,352,941 |
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1st Year |
10th Month |
25,808,824 |
2nd Year |
22nd Month |
24,220,588 |
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1st Year |
11th Month |
25,676,471 |
2nd Year |
23rd Month |
24,088,235 |
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1st Year |
12th Month |
25,544,118 |
2nd Year |
24th Month |
23,955,882 |
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3rd Year |
25th Month |
23,823,529 |
4th Year |
37th Month |
22,235,294 |
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3rd Year |
26th Month |
23,691,176 |
4th Year |
38th Month |
22,102,941 |
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3rd Year |
27th Month |
23,558,824 |
4th Year |
39th Month |
21,970,588 |
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3rd Year |
28th Month |
23,426,471 |
4th Year |
40th Month |
21,838,235 |
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3rd Year |
29th Month |
23,294,118 |
4th Year |
41st Month |
21,705,882 |
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3rd Vear |
30th Month |
23,161,765 |
4th Year |
42nd Month |
21,573,529 |
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3rd Year |
31st Month |
23,029,412 |
4th Year |
43rd Month |
21,441,176 |
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3rd Vear |
32nd Month |
22,897,059 |
4th Vear |
44th Month |
21,308,824 |
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3rd Year |
33rd Month |
22,764,706 |
4th Vear |
45th Month |
21,176,471 |
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3rd Vear |
34th Month |
22,632,353 |
4th Vear |
46th Month |
21,044,118 |
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3rd Year |
35th Month |
22,500,000 |
4th Vear |
47th Month |
20,911,765 |
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3rd Year |
36th Month |
22,367,647 |
4th Year |
48th Month |
20,779,412 |
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5th Year |
49th Month |
20,647,059 |
6th Year |
61st Month |
19,058,824 |
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5th Year |
50th Month |
20,514,706 |
6th Year |
62nd Month |
18,926,471 |
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5th Year |
51st Month |
20,382,353 |
6th Year |
63rd Month |
18,794,118 |
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5th Year |
52nd Month |
20,250,000 |
6th Year |
64th Month |
18,661,765 |
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5th Year |
53rd Month |
20,117,647 |
6th Year |
65th Month |
18,529,412 |
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5th Vear |
54th Month |
19,985,294 |
6th Year |
66th Month |
18,397,059 |
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5th Year |
55th Month |
19,852,941 |
6th Year |
67th Month |
18,264,706 |
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5th Year |
56th Month |
19,720,588 |
6th Year |
68th Month |
18,132,353 |
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5th Year |
57th Month |
19,588,235 |
6th Year |
69th Month |
18,000,000 |
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5th Year |
58th Month |
19,455,882 |
6th Year |
70th Month |
17,867,647 |
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5th Year |
59th Month |
19,323,529 |
6th Vear |
71st Month |
17,735,294 |
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5th Vear |
60th Month |
19,191,176 |
6th Vear |
72nd Month |
17,602,941 |
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7th Vear |
73rd Month |
17,470,588 |
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7th Year |
74th Month |
17,338,235 |
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7th Year |
75th Month |
17,205,882 |
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7th Year |
76th Month |
17,073,529 |
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7th Year |
77th Month |
16,941,176 |
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7th Year |
78th Month |
16,808,824 |
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7th Vear |
79th Month |
16,676,471 |
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7th Year |
80th Month |
16,544,118 |
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7th Year |
81st Month |
16,411,765 |
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7th Year |
82nd Month |
16,279,412 |
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7th Vear |
83rd Month |
16,147,059 |
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7th Year |
84th Month |
16,014,706 |
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