EX-10.13 26 file014.htm LET AGMT BTWN REGISTRANT, CAPITAL AND BREMER

Exhibit 10.13

[BREMER LANDESBANK LOGO]

TELEFAX

Contact Person: Mr. Gerrit Schmidt Date: 26 April 2005
Mr. Kai M. Forster

Department: Ship and Aircraft Finance Telephone-no.: +49 (0)4 21-3 32 2139
+49 (0)4 21-3 32 2209
Telefax-no. +49 (0)4 21-3 32 2323

gerrit.schmidt@bremerlandesbank.de

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Receiver: Capital Maritime & Trading Corp.
Attention: Mr. Ioannis E. Lazarides
Fax-no.: +30 210 - 428 4286

Copy: Law Offices G. E. Bairactaris
Attention: Mr. George E. Bairactaris
Fax-no.: +30 210 - 428 4619

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Number of pages (incl. Cover sheet) 10 Please notify us immediately in case
you have not received all the pages!

USD 110,052,800 PRE- AND POST-DELIVERY LOAN

FINANCING OF TWO (2X) 37,000 DWT AND TWO (2X) 47,000 DWT PRODUCT / CHEMICAL
TANKERS TO BE BUILT AT HYUNDAI MIPO SHIPYARD, KOREA WITH DELIVERY
10/2006-05/2007

Dear Mr. Lazarides,

After further discussions on Friday and Monday and after having received new
consolidated financial figures for Capital Maritime & Trading Corp., a Holding
company recently incorporated, we herewith send you the updated financing
proposal on the a.m. newbuilding vessels.

Listed as follows are the amendments as compared to offer of last Friday:

o Inserted as Corporate Guarantor is now Capital Maritime & Trading Corp. as
new combined Holding entity instead of Capital Ship Management Corp.. This
change has been made according to our discussions that we will be prepared
to offer this finance facility irrespective of a successful IPO of the
Capital Group, but only backed by a strong Corporate Guarantor.

o The Arrangement Fee will be 0.275% flat on the total Post-Delivery Loan
amount.

Bremer Landesbank * * *

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Bremer Landesbank ? Oldenburg o Girozentrale o
? ? Briefe: ? Bremen o Anschrift ? Pakete: ? 26, 28195 Bremen
Telefon (0421) 332-0 o Telefax (0421) 332-2322 o BLZ 290 500 00 o S.W.I.F.T. Adresse BRLADE22 o T-Online *?# o Telex 24022-0
blb d
Anschrift ? Briefe: Postfech 26 65, ? Oldenburg o Anschrift ? Pakete: Markt, 26122 Oldenburg
Telefon (0441) 237-01 o Telefax (0441) 237-1333 o BLZ 290 500 00 o S.W.I.F.T. Adresse BRLADE22 OLD o T-Online *?# o Telex
24022-0 blb d
Internet: www.bremerlandesbank.de E-Mail: kontakt@bremerlandesbank.de
Site: ? o ? ?, HRA 22159
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to our Telefax dated 26 April 2005 to Capital Maritime & Trading Corp.

[BREMER LANDESBANK LOGO]

that the residual 50% of the Total Loan Amount will be
underwritten by Deutsche Schiffsbank AG.

The value of each Contracted Vessel has to be confirmed
by a surveyor acceptable to the Lender on delivery.

The Corporate Guarantor will be prepared to cover a
possible finance deficit due to a lower valuation on
delivery of a Contracted Vessel with additional
contribution of equity.

DRAWDOWN The Post-Delivery Loan will be drawndown as soon as all
conditions precedent are met upon delivery of the
Contracted Vessel. Any undrawn portions will
automatically be cancelled after 31 December 2007.

TENOR 10 years + Balloon (based on a 15-year full payout
profile).

REPAYMENT For each 37,000 dwt Contracted Vessel

40 quarterly principal installments of USD 428,000 plus

1 Balloon installment of USD 8,560,000 to be paid
together with the last installment to amortize the part
financing of the contract price. The respective building
supervision cost financed shall be repaid in 40 equal
quarterly principal installments.

For each 47,000 dwt Contacted Vessel

40 quarterly principal installments of USD 472,440 plus

1 Balloon installment of USD 9,448,800 to be paid
together with the last installment to amortize the part
financing of the contract price. The respective building
supervision cost financed shall be repaid in 40 equal
quarterly principal installments.

The repayment will start 3 months after delivery.

No re-borrowings will be allowed.

PREPAYMENT At the end of any interest period in amounts not less
than one installment or a multiple thereof. Prepayments
will reduce the Balloon installment accordingly.

The Borrower shall pay a penalty of 0.5% flat on the
amounts prepaid unless

(i) a period of three years from drawdown has lapsed

(ii) the Contracted Vessel is sold to a lessor or
third party linked with Capital Maritime & Trading
Corp. or any other main shareholder of Capital
Maritime & Trading Corp.

Bremer Landesbank * * *

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to our Telefax dated 26 April 2005 to Capital Maritime & Trading Corp.

[BREMER LANDESBANK LOGO]

o In case the transaction does not materialize, until the 31st of July 2005
or signing of the Loan documentation - whichever occurs earlier -, the
Arrangement Fee is reduced to USD 30,000. In this case no Cancellation Fee
will be calculated.

o The margin under the Pre-Delivery and the Post-Delivery Loan is reduced to
0.975% p.a.

o This margin will be fixed for the whole loan period of ten years after
delivery. The standard Increased Cost Clause remains.

All other financing parameters remain unchanged.

We will keep you updated on our efforts to win as well Deutsche Schiffsbank as
syndication partner with an underwriting of 50% in this transaction.

Subject to the approval of our credit committee and board and the conclusion of
satisfactory documentation and syndication, our total financing scheme will be
composed of the following:

1) DEFINITIONS APPLYING TO THE PRE- AND POST-DELIVERY LOAN

CONTRACTED The following vessels have been firmly contracted with
VESSEL Hyundai Mipo Dockyard, Ulsan, South Korea:

a) One (1x) 37,000 dwt Product/Chemical Tanker ICE 1A
IMO III Hull-No. 314, tbn MT "AGISILAOS", expected
delivery 10/2006

b) One (1x) 37,000 dwt Product/Chemical Tanker ICE 1A
IMO III Hull-No. 315, tbn MT "ARIONAS", expected
delivery 01/2007

c) One (1x) 47,000 dwt Product/Chemical Tanker ICE 1A
IMO III Hull-No. 411, tbn MT "AXIOS", expected
delivery 03/2007

d) One (1x) 47,000 dwt Product/Chemical Tanker ICE 1A
IMO III Hull-No. 412, tbn MT "ATROTOS", expected
delivery 05/2007

Germanischer Lloyd or any other classification society
acceptable to the Lender shall class the vessel in
accordance with classification standards comparable to
Germanischer Lloyd standards customary for these
vessels.

The contract price for each 37,000 dwt Product/Chemical
Tanker (i.e. Hulls No. 314 + 315) amounts to USD
32,100,000 and shall be paid as follows:

10%, upon signing of the building
contract (the 1st Installment)

10%, upon cutting of the first
steel plate (the 2nd Installment)

10% upon keel laying (the 3rd Installment)

10% upon launching (the 4th Installment)

60% upon delivery (the 5th Installment)

The contract price for each 47,000 dwt Product/Chemical
Tanker (i.e. Hulls

Bremer Landesbank

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to our Telefax dated 26 April 2005 to Capital Maritime & Trading Corp.

BREMER LANDESBANK [LOGO]

No. 411 + 412)amounts to USD 35,433,000 and shall be paid
as follows:

5%, upon [event to be detailed] (the 1st Installment)

5%, upon [event to be detailed] (the 2nd Installment)

5% upon [event to be detailed] (the 3rd Installment)

10% upon [event to be detailed] (the 4th Installment)

5% upon [event to be detailed] (the 5th Installment)

70% upon [event to be detailed] (the 6th Installment)

The total contract for all four (4x) vessels amounts to
USD 135,066,000.

For the time being, the building supervision cost cannot
be foreseen but are assumed to be about USD 4,000,000 in
total for all vessels.

Capital Ship Management Corp. or any other party
acceptable to the Lender shall manage and operate the
vessels throughout the full tenor of this financing.

The vessels shall be placed under Bahamas-, Cyprus-,
Dutch-, German-, Greek-, Isle of Man-, Liberia-, Malta-,
Marshall Island-, Panama- or any other Flag acceptable to
the Lender throughout the full tenor of this financing.

AGENT Bremer Landesbank Kreditanstalt Oldenburg - Girozentrale
-

UNDERWRITERS Bremer Landesbank Kreditanstalt Oldenburg - Girozentrale
- and - presumably - Deutsche Schiffsbank AG on a 50:50
basis.

LENDER A consortium of banks composed of and headed by the Agent
consisting of the Underwriters

CORPORATE GUARANTOR Capital Maritime & Trading Corp. or any other party
acceptable to the Lender.

CURRENCY United States Dollar (USD).

2) PRE- AND POST-DELIVERY LOAN

2A) PRE-DELIVERY LOAN

PURPOSE Part financing of the installments under the shipbuilding
contract of the Contracted Vessel.

Bremer Landesbank

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to our Telefax dated 26 April 2005 to Capital Maritime & Trading Corp.

[BREMER LANDESBANK LOGO]

BORROWER / PURCHASER Four (4x) single shipping companies fully controlled and
owned by Capital Maritime & Trading Corp. will hold and
maintain ownership in each of the four (4x) Contracted
Vessel throughout the full tenor of the financing.

Each of the four (4x) single shipping companies shall be
jointly and severally liable to all obligations under the
Pre-Delivery Loan.

No change of ownership will be allowed without the
Lender's prior written notice save for a transfer of
title in the Contracted Vessel to Capital Maritime &
Trading Corp. in connection with a successful IPO, if not
already accomplished.

LOAN AMOUNT For each 37,000 dwt Contracted Vessel

The total of the Second, Third and Fourth Installment,
but in any case not in excess of USD 9,630,000 plus the
applicable building supervision cost up to USD 500,000.

For each 47,000 dwt Contracted Vessel

The total of the Third, Fourth and Fifth Installment, but
in any case not in excess of USD 7,086,600 plus the
applicable building supervision cost up to USD 500,000.

The total loan amount shall be limited to USD 33,433,200
building installments plus USD 2,000,000 building
supervision cost.

DRAWDOWN The loan shall be drawdown upon written confirmation from
the classification society that the conditions precedent
for the respective installment will have been met and the
refundment guarantee has been issued.

TENOR This pre-delivery loan shall be repaid by financing means
offered in the below Post-Delivery Loan upon delivery of
each Contracted Vessel.

INTEREST PERIOD Three months roll over.

INTEREST Three months USD-LIBOR + 0.975% p.a. Margin for the
pre-delivery loan. In case USD-LIBOR is not available,
the interest will be refinancing costs of the Lender +
0.975% p.a. Margin.

Interest will be calculated on the basis of actual number
of days elapsed in a year of 360 days.

Bremer Landesbank

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to our Telefax dated 26 April 2005 to Capital Maritime & Trading Corp.

[BREMER LANDESBANK LOGO]

SECURITIES o Assignment of rights under the shipbuilding
contract.

o Assignment of rights under the Refundment Guarantee
from Korea Export-Import Bank or any other bank, in
form and substance fully acceptable to the Lender.
The Refundment Guarantee for each instalment to be
made under the Shipbuilding Contract will have to be
presented at least ten days before the respective
instalment is due.

o Corporate Guarantee from the Corporate Guarantor
acceptable to the Lender at amounts to be financed
pre-delivery by the Lender.

2B) POST-DELIVERY LOAN

PURPOSE Part financing of the Contracted Vessel upon delivery.

Each of the four (4x) single shipping companies shall be
jointly and severally liable to all obligations under the
Post-Delivery Loan.

LOAN AMOUNT For each 37,O00 dwt Contracted Vessel

The lesser of USD 25,680,000 and 80% of the contract
price plus the applicable building supervision cost up to
USD 500,000.

For each 47,000 dwt Contracted Vessel

The lesser of USD 28,346,400 and 80% of the contract
price plus the applicable building supervision cost up to
USD 500,000.

The loan shall not exceed 80% of the contract price or
the free market value of the Contracted Vessel at
delivery, whichever is less, but in any case not exceed
USD 108,052,800 in total plus the building supervision
cost up to an amount of USD 2,000,000 for all Contracted
Vessel (i.e. a maximum of USD 110,052,800; hereinafter
called the "Total Loan Amount").

For the avoidance of doubt and for the time being, the
underwriting of the Agent is limited to 50% of the Total
Loan Amount. However, it is foreseen

Bremer Landesbank

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to our Telefax dated 26 April 2005 to Capital Maritime & Trading Corp.

[BREMER LANDESBANK LOGO]

No penalty shall be calculated any further if in total an
amount of USD 55,026,400 for all Contracted Vessels will
have been fully prepaid under the Post-Delivery Loan
(e.g. if one 37,000 dwt and one 47,000 dwt Contracted
Vessel will have been sold).

INTEREST PERIOD Minimum three months up to one year at Borrower's option,
one year to five years by mutual agreement. Interest
payable on the last day of an interest period and
quarterly in case of longer periods.

INTEREST USD-LIBOR + 0.975% p.a. Margin,
In case USD-LIBOR is not available, the interest will be
refinancing costs of the Lender + 0.975% p.a. Margin.

The interest will be calculated on the basis of actual
number of days elapsed in a year of 360 days.

POST DELIVERY 0.275% flat on the Total Loan Amount, payable 50% at
ARRANGEMENT FEE signing of the Loan Agreement and 50% at first Drawdown
under the Pre-Delivery Loan.

This Arrangement Fee is reduced to USD 30,000 flat in
case the Borrower/Capital Maritime & Trading Corp.
decides to skip this finance before 31st of July 2005 or
before signing of the Loan documentation whatever occurs
earlier.

For the avoidance of doubt, the full fee shall not be
refundable if, for reasons that are not in the scope of
the Lender, this Post-Delivery Loan does not materialize.

COMMITMENT FEE 0.15% p.a. on the part of the whole loan amount of the
Post-Delivery loan not yet disbursed, payable quarterly.
The calculation will start upon signing of the loan
documentation.

CANCELLATION FEE 0.35% of the unused portion or the whole loan amount(s)
which may be cancelled by the Borrower at any time after
signing of the loan documentation [until the final
availability date] subject to not less than 3 banking
days' notice. For the avoidance of doubt, this
cancellation fee will be payable in addition to the
Arrangement Fee under this loan.

SECURITIES o First rank mortgage in the full Post-Delivery Loan
Amount in form and substance acceptable to the
Lender on the Contracted Vessel.

o Unconditional and irrevocable guarantee from the
Corporate Guarantor for the Borrower to cover the
repayment obligations and interest obligations in
case no Term Employment above break-even

Bremer Landesbank * * *

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to our Telefax dated 26 April 2005 to Capital Maritime & Trading Corp.

[BREMER LANDESBANK LOGO]

level could be reached. The Corporate Guarantor will
provide the Lender with sufficient financial
statements hereto.

o Assignment of all earnings of the Contracted Vessel.

o Assignment of insurances of the Contracted Vessel.

o Pledge of the Borrower's current account
(hereinafter called "Operating Account") held with
the Lender. This Operating Account has to be opened
with the Lender for the payments and income of each
Contracted Vessel. Sufficient amounts should always
be in this account to cover the debt service for the
next three months and the Borrower will take care
that additional funds will be available to cover the
costs for the next special survey.

On a quarterly basis, the Lender will transfer any
cash-surplus left on the Operating Account (after
satisfaction of the financial obligations under this
loan and the OPEX of the respective Contracted
Vessel) to another account (hereinafter called
"Retention Account") until the Retention Account
will have accumulated to one quarterly repayment
plus interest for the next roll-over period for this
specific Contracted Vessel.

INSURANCES Each Contracted Vessel to be insured with first class
underwriters (in principle international BBB Rating
required) in the west European or north American market
on

(i) Hull / Machinery

Each Contracted Vessel is to be insured for its full
value, but in no event for less than 125% of the
total current value of the Lender's claims under the
loan agreement and of any other prior charges on the
Contracted Vessel

(ii) War Risks

(iii) Protection and Indemnity plus Additional Perils

(iv) Mortgagee's Interest (at least 125% of the loan
amount outstanding)

(v) Additional Perils at owners costs (at least 125% of
the loan amount outstanding)

3) CONDITIONS APPLYING TO THE PRE- AND POST-DELIVERY LOAN

COVENANTS Usual and customary for a transaction of this type,
including but not limited to:

Covenants in respect of each Contractor Vessel

Bremer Landesbank * * *

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to our Telefax dated 26 April 2005 to Capital Maritime & Trading Corp.

[BREMER LANDESBANK LOGO]

(i) The flag of each Contracted Vessel shall be
acceptable to the Lender. No change of flag,
classification society, intermediate or ultimate
ownership and management of the Contracted Vessel
without the prior written consent of the Lender.

(ii) Each Contracted Vessel to be in class, free of any
overdue recommendations.

(iii) Satisfactory technical survey of the Contracted
Vessel by surveyors appointed by the Lender at the
expense of the Borrower. This should take place
every fifth's anniversary the Contracted Vessel was
financed under the Post-Delivery Loan.

Covenants in respect of the Borrower

(i) The Borrower will from the required date at all
times during the security period comply with the
International Management Code for the Safe Operation
of the Ships and for Pollution Prevention adopted by
the International Maritime Organization.

(ii) The value of each Contracted Vessel has to be
minimum 120% of the outstanding Loan Amount at any
time. The Borrower is prepared to close any asset
value coverage gap by either granting additional
securities acceptable to the Lender or reducing the
loan accordingly.

(iii) The Borrower shall provide the Lender with audited
annual accounts within 180 days of the fiscal
year-end. Further relevant financial information
shall be provided on demand.

(iv) Minimum Cash: The unrestricted cash of each Borrower
in respect of each Contracted Vessel has to be a
minimum of USD 100,000 at all times.

Covenants in respect of the Corporate Guarantor and
Management

(i) Commercial, technical and/or operational management
of the Contracted Vessel to be executed by Capital
Ship Management Corp. or any other company
acceptable to the Lender (hereinafter called the
"Technical Operator")

(ii) The value of each Contracted Vessel has to be
minimum 120% of the outstanding Loan Amount at any
time. The Corporate Guarantor is prepared to close
any asset value coverage gap either by granting
additional securities acceptable to the Lender or
reducing the loan accordingly.

Bremer Landesbank

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to our Telefax dated 26 April 2005 to Capital Maritime & Trading Corp.

[BREMER LANDESBANK LOGO]

(iii) The "Corporate Guarantor shall provide the Lender
with consolidated audited annual accounts within 180
days of the fiscal year-end. Further relevant
financial information shall be provided on demand.

(iv) Interest Coverage: The ratio of EBITDA to Interest
Expense shall be no less than 2.5 at all times of
the financing.

COSTS AND EXPENSES All costs and expenses occurring out of the legal
activities etc. and other reasonable out-of-pocket
expenses to be borne by the Borrower or Corporate
Guarantor.

INCREASED COSTS The Lender will be indemnified for any increased costs
(including but not limited to increased costs resulting
from the proposed Basle II Accord) due to, inter alia,
the imposition of or changes in interpretation or other
similar measures effectively imposed or directed by
public controlling bodies and/or to the change in any of
the Lender's general financial position and/or rating,
either by way of additional payments or re-assessment of
the a.m. Margin.

MATERIAL ADVERSE The documentation shall include a Material Adverse Change
CHANGE Clause.

LEGAL COUNSEL TO THE Law Offices G.E. Bairactaris & Partners. Piraeus, Greece.
LENDER

This proposal shall be valid until 30 June 2005.

The details of the terms and conditions of the financing will be agreed in the
Loan Agreement[s], which shall be prepared by Law Offices G.E. Bairactaris &
Partners, Piraeus, Greece.

We hope that our proposal meets your financing requirements. If it suits your
needs, kindly have it signed on behalf of the below listed entities.

Kind regards,

Bremer Landesbank Kreditanstalt Oldenburg
- Girozentrale -

/s/ Ulrich Kropp /s/ Gerrit Schmidt /s/ IOANNIS LAZARIDIS
---------------------- ----------------------- ---------------------
Ulrich Kropp Gerrit Schmidt IOANNIS LAZARIDIS

Accepted and agreed on 26/4/2005:

---------------------------------- ------------------------------------
Capital Ship Management Corp. Capital Maritime & Trading Corp.
(in its capacity as Technical Operator) (acting for and on behalf of the
Single Shipping Companies under the
Pre- / Post-Delivery Loan and as
Corporate Guarantor)

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