EX-4.31 14 d8529221_ex43-1.htm
Exhibit 4.31


ATHENS, 16/04/2020

EUROSEAS LTD
40, Agiou Konstantinou Str.
GR 15124, Marousi
Attn: Mr A. Pittas / Mr. T. Aslidis

RE: SWAP TRANSACTION

Our Ref: 20295-21787

The purpose of this confirmation is to confirm the terms and conditions of the Swap Transaction entered into between EUROBANK SA/ATHENS (“Party A”) and EUROSEAS LTD (“Party B”) on the Trade Date specified below (The Swap Transaction).
The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions 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 1SDA Master Agreement dated as of July 10, 2008 , as amended and supplemented from time to time (the “Agreement”), between EUROBANK SA (“Party A”) and EUROSEAS LTD (“Party B”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
THE TERMS OF THE PARTICULAR TRANSACTION TO WHICH THIS CONFIRMATION RELATES ARE A FOLLOWS:
Trade Date:
16/04/2020
   
Effective Date:
24/04/2020
   
Termination Date:
24/04/2025, subject to adjustment in accordance with the Modified Following Business Day Convention.
   
FIXED AMOUNTS:
  
   
Fixed Rate Payer:
Party B
   
   
Fixed Rate Payer Currency Amount:
USD 30,000,000.00 as set forth in Schedule
   
Transaction fee:
In relation to each Calculation Period, 0.13% of the Notional Amount for such Calculation Period, embedded in the Fixed Rate. The total Transaction fee in respect of the Transaction is USD 197,816.65.

Fixed Rate Payer Payment Dates:
Quarterly, commencing on 24/07/2020 up to and including the Termination Date subject to adjustment in accordance with the Modified Following Business Day Convention and there will be an adjustment to the Calculation Period.
   
Initial Calculation Period:
From and including 24/04/2020 to and excluding 24/07/2020.
   
Fixed Rate:
0.7800000 PERCENT
   
Fixed Rate Day Count Fraction:
ACT/360
   
Business Days for Payment Date is:
New York, London and Athens Settlement Days
   
FLOATING AMOUNTS:
  
   
Floating Rate Payer:
Party A
   
Floating Rate Payer Currency Amount:
USD 30,000,000.00 as set forth in Schedule
   
Floating Rate Payer Payment Dates:
Quarterly, commencing on 24/0712020 up to and including the Termination Date subject to adjustment in accordance with the Modified Following Business Day Convention and there will be an adjustment to the Calculation Period.
   
Floor Rate:
From 24/04,2020 up to and including 24/04.2025, 0.00000 PERCENT, in the event that the Relevant Rate determined in respect of a Calculation Period is less than 0.00% the Floating Rate for such Calculation Period shall be 0.00%
   
Initial Calculation Period
From and including 24/04/2020 to and excluding 24/07/2020.
   
Floating Rate Option
USD-LIBOR-BBA
   
Designated Maturity
3 MONTHS
   
Spread
0.0000 bps
   
Floating Rate Day Count Fraction
ACT/360
   
Reset Dates
The First Date of each Calculation Period
   

Business Days for Payment Dates is:
London, New York and Athens Settlement Days
   
Account Details
  
   
Account(s) for payments to
00260029211200236674
EUROBANK SA:
  
   
Account(s) for payments to
0026002921 1200236674
Party B:
  
   

Offices:
(a) The Office of EUROBANK SA for the Swap Transaction is: 8, Othonos Str. GR 105 57 Athens
(b) The Office of Party B for the Swap Transaction is: 40, Agiou Konstantinou Str. GR 15124, Marousi
REPRESENTATIONS:
Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into this Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction):
(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment 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 this Transaction, it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this 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 this Transaction.
(b) Assessment and Understanding. It is capable of assessing the merits of an understanding (on its own behalf or through independent professional advice) and understands and accepts the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of this Transaction.


Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this confirmation enclosed for that purpose and returning it to us.


   
Yours sincerely,
     
     
   
EUROBANK SA
     
   
By:
    
       
       
Confirmed as of the
Date first above written:
      
       
         
By:
/s/ Aristides J. Pittas
        
Name:
Aristides J. Pittas
      
Title:
        
         
 
/s/ Stefania Karmiri
        
 
Stefania Karmiri
     
         






PAYMENT SCHEDULE FOR Party A

Notional Amount
USD
Calculation Period
Payment Date
Start Date
End Date
30,000,000.00
24/04/2020
24/07/2020
24/07/2020
30,000,000.00
24/07/2020
26/10/2020
26/10/2020
30,000,000.00
26/10/2020
25/01/2021
25/01/2021
30,000,000.00
25/01/2021
26/04/2021
26/04/2021
30,000,000.00
26/04/2021
26/07/2021
26/07/2021
30,000,000.00
26/07/2021
25/10/2021
25/10/2021
30,000,000.00
25/10/2021
24/01/2022
24/01/2022
30,000,000.00
24/01/2022
26/04/2022
26/04/2022
30,000,000.00
26/04/2022
25/07/2022
25/07/2022
30,000,000.00
25/07/2022
24/10/2022
24/10/2022
30,000,000.00
24/10/2022
24/01/2023
24/01/2023
30,000,000.00
24/01/2023
24/04/2023
24/04/2023
30,000,000.00
24/04/2023
24/07/2023
24/07/2023
30,000,000.00
24/07/2023
24/10/2023
24/10/2023
30,000,000.00
24/10/2023
24/01/2024
24/01/2024
30,000,000.00
24/01/2024
24/04/2024
24/04/2024
30,000,000.00
24/04/2024
24/07/2024
24/07/2024
30,000,000.00
24/07/2024
24/10/2024
24/10/2024
30,000,000.00
24/10/2024
24/01/2025
24/01/2025
30,000,000.00
24/01/2025
24/04/2025
24/04/2025



PAYMENT SCHEDULE FOR Party B
Notional Amount
USD
Calculation Period
Payment Date
Fixed Rate %
Start Date
End Date
30,000,000.00
24/04/2020
24/07/2020
24/07/2020
0.78000
30,000,000.00
24/07/2020
26/10/2020
26/10/2020
0.78000
30,000,000.00
26/10/2020
25/01/2021
25/01/2021
0.78000
30,000,000.00
25/01/2021
26/04/2021
26/04/2021
0.78000
30,000,000.00
26/04/2021
26/07/2021
26/07/2021
0.78000
30,000,000.00
26/07/2021
25/10/2021
25/10/2021
0.78000
30,000,000.00
25/10/2021
24/01/2022
24/01/2022
0.78000
30,000,000.00
24/01/2022
26/04/2022
26/04/2022
0.78000
30,000,000.00
26/04/2022
25/07/2022
25/07/2022
0.78000
30,000,000.00
25/07/2022
24/10/2022
24/10/2022
0.78000
30,000,000.00
24/10/2022
24/01/2023
24/01/2023
0.78000
30,000,000.00
24/01/2023
24/04/2023
24/04/2023
0.78000
30,000,000.00
24/04/2023
24/07/2023
24/07/2023
0.78000
30,000,000.00
24/07/2023
24/10/2023
24/10/2023
0.78000
30,000,000.00
24/10/2023
24/01/2024
24/01/2024
0.78000
30,000,000.00
24/01/2024
24/04/2024
24/04/2024
0.78000
30,000,000.00
24/04/2024
24/07/2024
24/07/2024
0.78000
30,000,000.00
24/07/2024
24/10/2024
24/10/2024
0.78000
30,000,000.00
24/10/2024
24/01/2025
24/01/2025
0.78000
30,000,000.00
24/01/2025
24/04/2025
24/04/2025
0.78000