EX-4.78 3 d8211433_ex4-78.htm
Exhibit 4.78

To:
ECO SEVEN INC.
Attn: Mr. Tsirikos Alexandros and Mr. Louka Andreas
Date: 29 March 2018
Interest Rate Swap Transaction
The purpose of this letter (this "Confirmation") is to confirm the terms and conditions of the Interest Rate Swap Transaction, entered into between us on the Trade Date specified below (the "Transaction").
The definitions and provisions contained in the 2006 ISDA Definitions (the “2006 Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation.  In the event of any inconsistency between those Definitions and this Confirmation, this Confirmation will govern.
This Confirmation constitutes a “Confirmation” as referred to in, and supplements, forms part of and is subject to, the 2002 ISDA Master Agreement dated 20.06.2017 as amended and supplemented from time to time (the “Agreement”), between ALPHA BANK A.E. (as Party A) and Eco Seven Inc. (as Party B).
All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
The terms of the particular Interest Swap Transaction to which this Confirmation relates are as follows:
1. General Terms
Trade Date:
  
29 March 2018
     
Effective Date:
  
29 March 2018
     
Termination Date:
  
25 February 2025
     
Notional Amount:
  
USD 21.900.000,00 variable according to the Amortization Schedule below

2. Fixed Amounts
Fixed Rate Payer:
  
Party B
     
Fixed Rate:
  
2,97%
     
Fixed Rate Payer
    
Payment Dates:
  
Each quarter, on 25 February, 25 May, 25 August and 25 December of each year (according to the Amortization Schedule below) from and including Start Date, to and excluding End Date, subject to adjustment in accordance with the Modified Following Business Day Convention
     
Initial Calculation Period:
  
From and including 29 March 2018 to and excluding 25 May 2018

3. Floating Amounts
Floating Rate Payer:
  
Party A
     
Floating Rate:
  
3month USD Libor
     
Floating Rate Payer
    
Payment Dates:
  
Each quarter, on 25 February, 25 May, 25 August and 25 December of each year (according to the Amortization Schedule below) from and including Start Date, to and excluding End Date, subject to adjustment in accordance with the Modified Following Business Day Convention
     
Initial Calculation Period:
  
From and including 29 March 2018 to and excluding 25 May 2018
     
Floating Rate for the Initial
    
Calculation Period:
  
1,987360%
     
Day Count Fraction:
  
Actual/360, adjusted
     
Reset Date:
  
Two business days prior to the start of the relevant period
     
Business Days:
  
New York, London, Athens
     
Calculation Agent:
  
Party A

4. Amortization Schedule
Start Date
End Date
Notional Amount
     
29/3/2018
25/5/2018
21.900.000,00
25/5/2018
27/8/2018
21.500.000,00
27/8/2018
26/11/2018
21.100.000,00
26/11/2018
25/2/2019
20.700.000,00
25/2/2019
28/5/2019
20.300.000,00
28/5/2019
26/8/2019
19.900.000,00
26/8/2019
25/11/2019
19.500.000,00
25/11/2019
25/2/2020
19.100.000,00
25/2/2020
26/5/2020
18.700.000,00
26/5/2020
25/8/2020
18.397.500,00
25/8/2020
25/11/2020
18.095.000,00
25/11/2020
25/2/2021
17.792.500,00
25/2/2021
25/5/2021
17.490.000,00
25/5/2021
25/8/2021
17.187.500,00
25/8/2021
26/11/2021
16.885.000,00
26/11/2021
25/2/2022
16.582.500,00
25/2/2022
25/5/2022
16.280.000,00
25/5/2022
25/8/2022
15.977.500,00

2


25/8/2022
25/11/2022
15.675.000,00
25/11/2022
28/2/2023
15.372.500,00
28/2/2023
25/5/2023
15.070.000,00
25/5/2023
25/8/2023
14.767.500,00
25/8/2023
27/11/2023
14.465.000,00
27/11/2023
26/2/2024
14.162.500,00
26/2/2024
28/5/2024
13.860.000,00
28/5/2024
26/8/2024
13.557.500,00
26/8/2024
25/11/2024
13.255.000,00
25/11/2024
25/2/2025
12.952.500,00

5. OTHER PROVISIONS
5.1 In relation to the Agreement Party B is obliged to proceed with providing security in favour of Party A and in particular, Party B is obliged to grant and register within thirty (30) days of the execution of this Transaction, a second priority ship mortgage upon its motor tanker “Stenaweco Elegance”.
ISDA Schedule Part 5 is amended accordingly by including wording to refelect relevant obligation is added in Part 5.
5.2 Notwithstanding the provisions of Section 5(b) (iv) of the Agreement dated 20.06.2017 between Party A and Party B, the following will constitute an Additional Termination Event:
Party B fails to grant and register within thirty (30) days from the execution of this Transaction, a second priority ship mortgage upon its motor tanker “Stenaweco Elegance”.
For the purposes of this Additional Termination Event, Party A shall be the sole Affected Party and shall be entitled to designate an Early Termination Date in respect of the Affected Transaction(s) at any time in accordance with Section 6(b)(iv) of this Agreement, and relevant provisions of Section 6(c), (d) and (e) of the Agreement will apply.
6. Costs And Charges
For investment services and/or ancillary services
€ 0
Payments charged by third parities
€ 0
For Financial Instruments
0,30% (which has been embedded in the Fixed Rate 2,97%, details as per Paragraph 2 “Fixed Amounts”)
Total
The analysis of the amount consisting of costs and
charges shall be available upon relevant request.
  

7. Account Details
 
Account(s) for
    
 
Payments to Party A  :
GR83 0140 9600 9600 1500 6028 626
  
       
 
Account(s) for
    
 
Payments to Party B  :
GR83 0140 9600 9600 1500 6028 626
  

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Party B irrevocably authorizes Party A to either debit and/or credit any amounts due, according to the
the terms and conditions of this Transaction as set out herein, to the above mentioned account.

Each party represents to the other party that:

(a)
Non-Reliance.  It is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper based upon its own judgement and upon advice from such advisers as it has deemed necessary.  It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into the Transaction: it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction.  No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of the Transaction.
(b)
Assessment and Understanding.  It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction.  It is also capable of assuming, and assumes, the risks of the Transaction.
(c)
Status of Parties.  The other party is not acting as a fiduciary for or an adviser to it in respect of the Transaction.
(d)
Purpose.  It is entering into the Transaction for the purposes of hedging its assets or liabilities or in connection with a line of business

This Confirmation supersedes and replaces any other confirmation (including any other written confirmation, SWIFT MT300 or phone/oral confirmation) in connection with this Transaction on or prior to the date hereof.

Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement with respect to the Transaction by executing the copy of this Confirmation enclosed for that purpose and returning it to us by the end of the second business day following Trade Date as set out above.  Your failure to respond within such period shall not affect the validity or enforceability of the Transaction as against you.

Yours sincerely,
ALPHA BANK A.E.
    


By:
        
Name:  
    
Title:  
    




CONFIRMED


By:
        
Name:  
    
Title:  
    


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