d889265_ex4-7.htm


    EXHIBIT
4.7

    


    Private
& Confidential

    DATED                                                     2007

     

    


     

    SECOND
SUPPLEMENTAL DEED

     

    relating
to a

     

    
      	
              Facilities
      Agreement

            
	
              for
      a

            
	
              US$145,000,000
      Term Loan

            
	
              and
      a

            
	
              US$150,000,000
      Revolving Credit Facility

            
	 
      	 
      
	
              to

            
	
              OMEGA
      NAVIGATION ENTERPRISES, INC.

            
	 
      	 
      
	
              provided
      by the

            
	
              banks
      and financial institutions

            
	
              listed
      in Schedule 1

            
	 
      	 
      
	
              Arranger

            
	
              HSH
      NORDBANK AG

            
	 
      
	
              Swap
      Bank

            
	
              HSH
      NORDBANK AG

            
	 
      
	
              Agent

            
	
              HSH
      NORDBANK AG

            
	 
      


    

    


     

    


    


    AS
AMENDED AND SUPPLEMENTED

    BY
A FIRST SUPPLEMENTAL DEED

    DATED
28 JULY 2006

    


    


    STEPHENSON
HARWOOD

    One
St. Paul’s Churchyard

    London
EC4M 8SH

    Tel:
020 7329 4422

    Fax:
020 7329 7100

    Ref:
39.046


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Contents

     

    
      	
              Clause

            	 
      	
              PAGE

            
	 
      	 
      	 
      
	
              1

            	
              Definitions

            	
              2

            
	 
      	 
      	 
      
	
              2.

            	
              Banks’
      and Agent’s consent

            	
              3

            
	 
      	 
      	 
      
	
              3.

            	
              Amendments
      to the Principal Agreement and the Security Documents

            	
              3

            
	 
      	 
      	 
      
	
              4.

            	
              Representations
      and warranties

            	
              6

            
	 
      	 
      	 
      
	
              5.

            	
              Conditions

            	
              8

            
	 
      	 
      	 
      
	
              6.

            	
              Fee

            	
              8

            
	 
      	 
      	 
      
	
              7.

            	
              Expenses

            	
              8

            
	 
      	 
      	 
      
	
              8.

            	
              Miscellaneous
      and notices

            	
              9

            
	 
      	 
      	 
      
	
              9.

            	
              Law
      and jurisdiction

            	
              9

            
	 
      	 
      	 
      
	
              Schedule
      1

            	 
      	
              10

            
	 
      	 
      	 
      
	Schedule
      2 Part
      1	
              11

            
	 
      	 
      	 
      
	
              Schedule
      3

            	 
      	
              17

            


    

    
 


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      THIS SECOND SUPPLEMENTAL DEED
is dated
                                           2007
and made BETWEEN:

       

      
        	
                (1)  

              	
                OMEGA NAVIGATION ENTERPRISES,
      INC. as borrower (the "Borrower");

              


      

       

      
        	
                (2)  

              	
                the
      banks and financial institutions whose names and addresses are set out in
      Schedule 1 (the "Banks");

              


      

       

      
        	
                (3)  

              	
                HSH NORDBANK AG in its
      capacity as mandated lead arranger (the "Arranger");

              


      

       

      
        	
                (4)  

              	
                HSH NORDBANK AG in its
      capacity as swap bank (the "Swap Bank");
      and

              


      

       

      
        	
                (5)  

              	
                HSH NORDBANK AG in its
      capacity as agent, security agent and trustee (the "Agent").

              


      

       

      WHEREAS:

       

      
        	
                (A)  

              	
                This
      Deed is supplemental to a facilities agreement dated 7 April 2006 (the
      "Original Agreement") as amended
      and supplemented by a first supplemental  deed dated 28 July
      2006 (the "First
      Supplemental" and together with the Original Agreement, the "Principal Agreement")
      each made between (1) the Borrower, (2) the Banks, (3) the Arranger,
      (4) the Swap Bank and (5) the Agent as agent, security agent and trustee
      on behalf of the Finance Parties (as therein defined), pursuant to which
      the Banks agreed (inter alia) to advance by way of a term loan facility
      ("Facility A") and
      a revolving credit facility ("Facility B") to the
      Borrower the principal sum of up to two hundred and ninety five million
      Dollars ($295,000,000) (the "Facility") in respect of
      which Facility A is not to exceed one hundred and forty five million
      Dollars ($145,000,000) and Facility B is not to exceed one hundred and
      fifty million Dollars ($150,000,000), upon the terms and conditions
      contained in the Principal
Agreement.

              


      

       

      
        	
                (B)  

              	
                The
      Borrower has agreed to purchase from Retro Investments S.A. and Kamsea
      Navigation Inc. (together, the "Sellers") two product
      carriers which are currently under construction and scheduled for delivery
      by the Sellers on March 23, 2007 and April 26, 2007, respectively,
      pursuant to two memoranda of agreement both dated 7 February 2007
      (together, the "MOAs") at an aggregate
      Contract Price of one hundred and twenty nine million Dollars
      ($129,000,000) comprising a Contract Price of sixty four million five
      hundred thousand Dollars ($64,500,000) for each such ship (together, the
      "New
      Ships").

              


      

       

      
        	
                (C)  

              	
                The
      Borrower has requested that the Banks make available a part of the Loan
      not exceeding the lesser of (a) ninety four million three hundred and
      seventeen thousand three hundred and forty nine Dollars and fourteen cents
      ($94,317,349.14) and (b) seventy three point twelve per cent (73.12%) of
      the lower of the aggregate Contract Prices and the Fair Market Values on
      the date of signing of this Deed, which is to be applied by the Borrower
      in making available to the relevant Additional Owners intra-group loans
      under the Intra- Group Loan Agreements to allow the relevant Additional
      Owners to finance part of the Contract Prices of both New Ships, and
      comprising one tranche for each New Ship each not exceeding the lower of
      (a) forty seven million one hundred and fifty eight thousand six hundred
      and seventy four Dollars and fifty seven cents ($47,158,674.57) and (b)
      the lower of seventy three point twelve per cent (73.12%) of the Contract
      Price and the Fair Market Value on the date of signing of this
      Deed.

              


      

       

      
        	
                (D)  

              	
                For
      the purposes of Recital (C), the Borrower has requested that part of
      Facility A, in the amount of thirty eight million one hundred and one
      thousand seven hundred and twenty four Dollars and fourteen cents
      ($38,101,724.14) be made available for borrowing again (once only) and
      that this sum, together with a sum of fifty six million two hundred and
      fifteen thousand six hundred and twenty five Dollars ($56,215,625)
      comprising part of Facility B, be used for financing the acquisition of
      the New Ships.

              


      

       

      
         

        
          	
                  (E)  

                	
                  The
      Borrower has requested that the New Ships comprise Additional Ships for
      the purposes of the Principal Agreement and that the Principal Agreement
      be further supplemented and amended and for the purposes, inter alia, of
      effecting the foregoing, this Deed sets out the terms and conditions upon
      which the Finance Parties shall, at the request of the Borrower, agree to
      such amendment.

                


        

         

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        
          
            NOW THIS DEED WITNESSES AND IT IS
HEREBY AGREED as follows:

             

            
              	
                      1

                    	
                      Definitions

                    


            

            


            
              	 
      	
                      1.1

                    	
                      Defined
      expressions

                    


            

            


            
              	     
      	 
      	
                      Words
      and expressions defined in the Principal Agreement shall, unless the
      context otherwise requires or unless otherwise defined herein, have the
      same meanings when used in this
Deed.

                    


            

            


            
              	 
      	
                      1.2

                    	
                      Definitions

                    


            

            


            
              	 
      	 
      	
                      In
      this Deed, unless the context otherwise
  requires:

                    


            

            


            
              	 
      	 
      	
                      "Effective Date" means
      the date, being no later than 23 March 2007, on which the Agent notifies
      the Borrower in writing that the Agent has received the documents and
      evidence specified in Clause 5.1 required on or prior to the first
      Drawdown Date to occur in a form and substance satisfactory to
      it;

                    


            

            


            
              	 
      	 
      	
                      "Facilities Agreement"
      means the Original Agreement as supplemented and amended by the First
      Supplemental and this Deed;

                    


            

            


            
              	 
      	 
      	
                      "First Supplemental"
      means the supplemental deed dated 28 July 2006;
  and

                    


            

            


            
              	 
      	 
      	
                      "Supplemental Security Documents
      Letters" means the letters supplemental to the Owner's Guarantees
      and each of the other Security Documents to which the Owners are a party
      executed or (as the context may require) to be executed by each of the
      Owners in favour of the Agent and the Banks substantially in the form set
      out in Schedule 3.

                    


            

            


            
              	 
      	
                      1.3

                    	
                      Principal
      Agreement

                    


            

            


            
              	 
      	 
      	
                      References
      in the Principal Agreement to "this Agreement" shall, with effect from the
      Effective Date and unless the context otherwise requires, be references to
      the Original Agreement as amended by the First Supplemental and this Deed
      and words such as "herein", "hereof", "hereunder", "hereafter", "hereby"
      and "hereto", where they appear in the Original Agreement, shall be
      construed accordingly.

                    


            

             

             

             

            
              
                 

              

              
                2

                
                  

                

              

              
                 

              

            

            
 

            
              	 
      	
                      1.4

                    	
                      Headings

                    


            

            


            
              	 
      	 
      	
                      Clause headings
      and the table of contents are inserted for convenience of reference only
      and shall be ignored in the interpretation of this
  Deed.

                    


            

            


            
              	 
      	
                      1.5

                    	
                      Construction
      of certain terms

                    


            

            


            
              	 
      	 
      	
                      Clause 1.4
      of the Original Agreement shall apply to this Deed (mutatis mutandis) as
      if set out herein and as if references therein to "this Agreement" were
      references to this Deed.

                    


            

            


            
              	 
      	
                      1.6

                    	
                      Contracts
      (Rights of Third Parties) Act 1999

                    


            

            


            
              	 
      	 
      	
                      No
      term of this Deed is enforceable under the Contracts (Rights of Third
      Parties) Act 1999 by a person who is not a party to this
    Deed.

                    


            

            


            
              	
                      2

                    	
                      Banks’
      and Agent’s consent

                    


            

            


            
              	 
      	
                      The
      Banks and the Agent (relying upon each of the representations and
      warranties on the part of the Borrower contained in clause 4) agree
      with the Borrower and, subject to the terms and conditions of this Deed
      and in particular, but without prejudice to the generality of the
      foregoing, fulfilment to the satisfaction of the Agent on or before the
      Effective Date of the conditions contained in clause 5,
      the Banks and the Agent hereby agree to the amendment of the Principal
      Agreement on the terms set out in clause 3.

                    


            

            


            
              	
                      3

                    	
                      Amendments
      to the Principal Agreement and the Security
  Documents

                    


            

            


            
              	 
      	
                      3.1

                    	
                      Amendments
      to the Principal Agreement

                    


            

            


            
              	 
      	 
      	
                      The
      Principal Agreement shall, with effect on and from the Effective Date, be
      (and it is hereby) amended in accordance with the following provisions and
      the Principal Agreement (as so amended) will continue to be binding upon
      each of the parties hereto upon such terms as so
  amended:

                    


            

            


            
              	 
      	 
      	
                      3.1.1

                    	
                      by
      constructing clause 1.1 of the Original Agreement to include the
      additional provisions contained in Recitals (A) to (E) inclusive of this
      Deed;

                    


            

            


            
              	 
      	 
      	
                      3.1.2

                    	
                      by
      inserting the following new definition in clause 1.2 of the Principal
      Agreement:

                    


            

            


            
              	 
      	 
      	 
      	
                      ""New Fee Letter" means
      the letter dated     March 2007 executed between
      the Borrower, the Agent and the Arranger, setting out the fees to be paid
      by the Borrower to the Agent and the
Arranger;"

                    


            

            


            
              	 
      	 
      	
                      3.1.3

                    	
                      by
      inserting the following new definition in clause 1.2 of the Principal
      Agreement:

                    


            

            


            
              	 
      	 
      	 
      	
                      ""Warrants" means the zero
      coupon warrants (convertible into Omega class A common shares by not
      earlier than 31 March 2009) in the Borrower to be purchased by, and issued
      to, the sellers of the Two Additional Ships in the aggregate amount of
      nine million Dollars ($9,000,000)."

                    


            

            


            
              	 
      	 
      	
                      3.1.4

                    	
                      by
      adding at the end of the definitions of "Borrowed Money" in clause 1.2 of
      the Principal Agreement the additional wording "and excluding the
      Warrants".

                    


            

             

             

             

            
              
                 

              

              
                3

                
                  

                

              

              
                 

              

            

            
 

            
              	 
      	 
      	
                      3.1.5

                    	
                      by
      adding at the end of the definition of "Current Liabilities" in clause 8.6
      of the Principal Agreement the additional wording "and excluding the
      Warrants".

                    


            

            


            
              	 
      	 
      	
                      3.1.6

                    	
                      by
      inserting the following new definitions in clause 1.2 of the Principal
      Agreement:

                    


            

            


            
              	 
      	 
      	 
      	
                      ""New Ship A" means the
      product carrier of approximately 74,200 dwt currently under construction
      by STX Shipbuilding Co., Ltd. (the "Builder") with hull
      number S-1205 to be acquired by the relevant Additional Owner and
      everything now or in the future belonging on it on board and
      ashore";

                    


            

            


            
              	 
      	 
      	 
      	
                      ""New Ship B" means the
      product carrier of approximately 74,200 dwt currently under construction
      the Builder with hull number S-1206 to be acquired by the relevant
      Additional Owner and everything now or in the future belonging on it on
      board and ashore";

                    


            

            


            
              	 
      	 
      	 
      	
                      "Two Additional Ships"
      means, together, New Ship A and New Ship
B.

                    


            

            


            
              	 
      	 
      	
                      3.1.7

                    	
                      by
      inserting the following new definition in clause 1.2 of the Principal
      Agreement:

                    


            

            


            
              	 
      	 
      	 
      	
                      ""Second Supplemental
      Agreement" means the Agreement
      dated       March 2007 supplemental to
      this Agreement made between (1) the Borrower, (2) the Banks, (3) the
      Arranger, (4) the Swap Bank and (5) the
Agent;";

                    


            

            


            
              	 
      	 
      	
                      3.1.8

                    	
                      by
      deleting and replacing sub-clause (a) of the definition of "Termination
      Date" in clause 1.2 of the Principal Agreement as
  follows:

                    


            

            


            
              	 
      	 
      	 
      	
                      ""Termination Date"
      means:

                    


            

            


            
              	 
      	 
      	 
      	
                      (a)   in
      relation to Facility A, the date which is the earlier of (i) the date upon
      which the final drawdown with respect to the Two Additional Ships occurs
      and (ii) 31 May 2007; and"

                    


            

            


            
              	 
      	 
      	
                      3.1.9

                    	
                      by
      inserting the words "(as supplemented and amended from time to time
      including, without limitation, by the First Supplemental Deed and the
      Second Supplemental Deed)", after the words "this Agreement" in paragraph
      (b) of the definition of "Security Documents" in
      clause 1.2 of the Principal
Agreement;";

                    


            

            


            
              	 
      	 
      	
                      3.1.10

                    	
                      by
      deleting sub-clause (a) of clause 2.6.8 of the Principal Agreement and
      replacing it with the following
sub-clause:

                    


            

            


            
              	 
      	 
      	 
      	
                      "(a)
      the ratio of Total Debt to Fleet Market Value not exceeding sixty percent
      (60%) both prior to and following the drawdown of the relevant Advance of
      Facility B (other than Advances of Facility B relating to the Two
      Additional Ships) and the ratio of Total Debt to Fleet Market Value not
      exceeding sixty five percent (65%) both prior to and following the
      drawdown of the relevant Advance of Facility B relating to the Two
      Additional Ships."

                    


            

            


            
              	 
      	 
      	
                      3.1.11

                    	
                      by
      inserting the following new clause 2.12 in the Principal
      Agreement:

                    


            

             

             

             

            
              
                 

              

              
                4

                
                  

                

              

              
                 

              

            

            
 

            
              	 
      	 
      	 
      	
                      "2.12
      In relation to each of the Two Additional Ships, the Banks agree,
      according to their several obligations, to make available to the Borrower
      an aggregate amount not exceeding the lesser of (a) seventy three point
      twelve per cent (73.12%) of the lower of the aggregate Contract Price of
      the Two Additional Ships and their Fair Market Value on the date of
      signing of this Deed and (b) ninety four million three hundred and
      seventeen thousand three hundred and forty nine Dollars and fourteen cents
      ($94,317,349.14), which shall be made available by (a) re-committing for
      reborrowing again (once only) an amount of thirty eight million one
      hundred and one thousand seven hundred and twenty four Dollars and
      fourteen cents ($38,101,724.14) from the Facility A and (b) drawing an
      amount of fifty six million two hundred and fifteen thousand six hundred
      and twenty five Dollars ($56,215,625) from Facility B such amounts to be
      combined and to comprise two Advances one for each of the Two Additional
      Ships in each case not exceeding the lesser of (a) forty seven million one
      hundred and fifty eight thousand six hundred and seventy four Dollars and
      fifty seven cents ($47,158,674.57) and (b) seventy three point twelve per
      cent (73.12%) of the lesser of the Contract Price and the Fair Market
      Value of the relevant Additional Ship on the date of signing of this Deed.
      The Agent herby confirms that the Two Additional Ships meet the Additional
      Ship Selection Criteria, and are hereby approved by the Agent as
      Additional Ships and shall hereby be construed to comprise Additional
      Ships for the purposes of this
Agreement."

                    


            

            


            
              	 
      	 
      	
                      3.1.12

                    	
                      by
      deleting clause 4.2.1 (a) of the Principal Agreement and replacing it with
      the following clause:

                    


            

            


            
              	 
      	 
      	 
      	
                      “4.2.1
      Subject as hereinafter provided, the Borrower shall
  repay:

                    


            

            


            
              	 
      	 
      	
                      (a)

                    	
                      each
      Advance of Facility B (other than Advances of Facility B relating to the
      Initial Ships, which shall be calculated in accordance with clause 4.2.1
      (b) (other than Everhard, the repayment provisions for which shall be
      calculated in accordance with this clause 4.2.1(a) and other than Advances
      of Facility B relating to the Two Additional Ships, which shall be
      calculated in accordance with clause 4.2.1 (c)) by instalments payable on
      each of the Facility B Repayment Dates applicable to such Advance and in
      any event by the Final Repayment Date.  The repayment
      instalments of each such Advance of Facility B shall be calculated by the
      Agent in accordance with the following
formula:

                    


            

            


            
              	 
      	 
      	 
      	
                      Amount of
Advance

                    


            

            


            
              	 
      	 
      	 
      	
                      2
      x (16 - (YA - YB))

                    


            

            


            
              	 
      	 
      	 
      	
                      Where:

                    


            

            


            
              	 
      	 
      	 
      	
                      YA
      is the year of acquisition of the relevant Ship and YB is the year of
      construction of the relevant Ship, but so that any part of an Advance not
      fully amortised using such calculation shall form part of the final
      repayment instalment of the relevant Advance;
  and

                    


            

            


            
              	 
      	 
      	
                      (b)

                    	
                      each
      Advance of Facility B relating to the Initial Ships (other than Everhard)
      by instalments payable on each of the Facility B Repayment Dates
      applicable to such Advance and in any event by the Final Repayment
      Date.  The repayment instalments of each such Advance of
      Facility B shall be calculated to reflect a 16 years amortisation profile
      down to zero.

                    


            

             

             

             

            
              
                 

              

              
                5

                
                  

                

              

              
                 

              

            

            
 

            
              	 
      	 
      	 
      	
                      If
      the aggregate of the Advances of Facility B relating to the Initial Ships
      (other than Ekavi, Electra and Everhard) is less than thirty four million
      one hundred thousand Dollars ($34,100,000), the amount of each repayment
      instalment shall be reduced
proportionately.”;

                    


            

            


            
              	 
      	 
      	
                      (c)

                    	
                      each
      Advance of Facility B relating to each of the Two Additional Ships by
      instalments payable on each Facility B Repayment Date applicable to such
      Advance and in any event by the Final Repayment Date.  The
      repayment instalments of each such Advance of Facility B shall be
      calculated to reflect an 18 years amortisation profile down to
      zero.

                    


            

            


            
              	 
      	
                      3.2

                    	
                      Continued
      force and effect

                    


            

            


            
              	 
      	 
      	
                      Save
      as amended by this Deed and such alterations and variations as may be
      necessary to make the Principal Agreement and the Security Documents
      consistent with this Deed, the provisions of the Principal Agreement and
      the other Security Documents shall continue in full force and effect and
      the Principal Agreement and this Deed shall be read and construed as one
      instrument.

                    


            

            


            
              	
                      4

                    	
                      Representations
      and warranties

                    


            

            


            
              	 
      	
                      4.1

                    	
                      Primary
      representations and warranties

                    


            

            


            
              	 
      	 
      	
                      The
      Borrower represents and warrants to the Banks and the Agent
      that:

                    


            

            


            
              	 
      	 
      	
                      4.1.1

                    	
                      Existing
      representations and warranties

                    


            

            


            
              	 
      	 
      	 
      	
                      The
      representations and warranties set out in clause 7 of the Principal
      Agreement were true and correct on the date of the Principal Agreement and
      are true and correct, including to the extent that they may have been or
      shall be amended by this Deed, as if made at the date of this Agreement
      with reference to the facts and circumstances existing at such
      date.

                    


            

            


            
              	 
      	 
      	
                      4.1.2

                    	
                      Corporate
      power

                    


            

            


            
              	 
      	 
      	 
      	
                      The
      Borrower has power to execute, deliver and perform its obligations under
      this Deed and all documents and other instruments to be executed by it in
      accordance with this Deed to which it is or is to be a party and all
      necessary corporate, shareholder and other action has been taken by the
      Borrower to authorise the execution, delivery and performance of this Deed
      and all documents and other instruments to which it is or is to be a
      party.

                    


            

            


            
              	 
      	 
      	
                      4.1.3

                    	
                      Binding
      obligations

                    


            

            


            
              	 
      	 
      	 
      	
                      This
      Deed constitutes valid and legally binding obligations of the Borrower
      enforceable in accordance with its
terms.

                    


            

             

             

             

            
              
                 

              

              
                6

                
                  

                

              

              
                 

              

            

            
 

            
              	 
      	 
      	
                      4.1.4

                    	
                      No
      conflict with other obligations

                    


            

            


            
              	 
      	 
      	 
      	
                      The
      execution, delivery and performance of this Deed by the Borrower will not
      (a) contravene any existing law, statute, rule or regulation or any
      judgment, decree or permit to which the Borrower is subject, (b) 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 the Borrower is
      a party or is subject or by which it or any of its property is bound or
      (c) contravene or conflict with any provision of the constitutional
      documents of the Borrower or (d) result in the creation or imposition of
      or oblige the Borrower to create any Encumbrance (other than a Permitted
      Encumbrance) on any of the undertaking, assets, rights or revenues of the
      Borrower.

                    


            

            


            
              	 
      	 
      	
                      4.1.5

                    	
                      No
      filings required

                    


            

            


            
              	 
      	 
      	 
      	
                      It
      is not necessary to ensure the legality, validity, enforceability or
      admissibility in evidence of this Deed that it or any other instrument be
      notarised, filed, recorded, registered or enrolled in any court, public
      office or elsewhere in any Relevant Jurisdiction or that any stamp,
      registration or similar tax or charge be paid in any Relevant Jurisdiction
      on or in relation to this Agreement and this Deed is in proper form for
      its enforcement in the courts of each Relevant
    Jurisdiction.

                    


            

            


            
              	 
      	 
      	
                      4.1.6

                    	
                      Choice
      of law

                    


            

            


            
              	 
      	 
      	 
      	
                      The
      choice of English law to govern this Deed and the submission by the
      Borrower to the non-exclusive jurisdiction of the English courts are valid
      and binding.

                    


            

            


            
              	 
      	 
      	
                      4.1.7

                    	
                      Consents
      obtained

                    


            

            


            
              	 
      	 
      	 
      	
                      Every
      consent, authorisation, licence or approval of, or registration or
      declaration to, governmental or public bodies or authorities or courts
      required by the Borrower in connection with the execution, delivery,
      validity, enforceability or admissibility in evidence of this Agreement or
      the performance by the Borrower of its obligations under this Agreement
      has been obtained or made and is in full force and effect and there has
      been no default in the observance of any conditions or restrictions (if
      any) imposed in, or in connection with, any of the
  same.

                    


            

            


            
              	 
      	
                      4.2

                    	
                      Repetition
      of representations and warranties

                    


            

            


            
              	 
      	 
      	
                      Each
      of the representations and warranties contained in clause 4.1 of this
      Deed and clause 7 of the Principal Agreement shall be deemed to be
      repeated by the Borrower on the Effective Date as if made with reference
      to the facts and circumstances existing on such
  day.

                    


            

             

             

             

            
              
                 

              

              
                7

                
                  

                

              

              
                 

              

            

            
 

            
              	
                      5

                    	
                      Conditions

                    


            

            


            
              	 
      	
                      5.1

                    	
                      Documents
      and evidence

                    


            

            


            
              	 
      	 
      	
                      The
      agreement of the Banks and the Agent referred to in clause 2 shall be
      subject to the receipt by the Agent or its duly authorised representative
      of the relevant documents and evidence specified in Schedule 2 in
      form and substance satisfactory to the Agent on or prior to the relevant
      Drawdown Date.

                    


            

            


            
              	 
      	
                      5.2

                    	
                      General
      conditions precedent

                    


            

            


            
              	 
      	 
      	
                      The
      agreement of the Banks and the Agent referred to in clause 2 shall be
      subject to:

                    


            

            


            
              	 
      	 
      	
                      5.2.1

                    	
                      the
      representations and warranties in clause 4 being true and correct on
      the Effective Date and each Drawdown Date as if each was made with respect
      to the facts and circumstances existing at such
  time;

                    


            

            


            
              	 
      	 
      	
                      5.2.2

                    	
                      no
      Default having occurred and continuing at the time of the Effective Date
      and each Drawdown Date; and

                    


            

            


            
              	 
      	 
      	
                      5.2.3

                    	
                      all
      expenses payable by the Borrower to the Agent and/or the Banks being paid
      in full.

                    


            

            


            
              	 
      	
                      5.3

                    	
                      Waiver
      of conditions precedent

                    


            

            


            
              	 
      	 
      	
                      The
      conditions specified in this clause 5
      are inserted solely for the benefit of the Banks and the Agent and may be
      waived by the Agent (acting on the instructions of the Majority Banks) in
      whole or in part with or without
conditions.

                    


            

            


            
              	 
      	
                      5.4

                    	
                      Security
      Documents

                    


            

            


            
              	 
      	 
      	
                      The
      Borrower further acknowledges and agrees, for the avoidance of doubt,
      that:

                    


            

            


            
              	 
      	 
      	
                      5.4.1

                    	
                      each
      of the Security Documents to which it is a party, and its obligations
      thereunder, shall remain in full force and effect notwithstanding the
      amendments made to the Principal Agreement by this Agreement;
      and

                    


            

            


            
              	 
      	 
      	
                      5.4.2

                    	
                      with
      effect from the Effective Date, references to "the Agreement" or "the
      Facilities Agreement" in any of the Security Documents to which it is a
      party shall henceforth be reference to the Principal Agreement as amended
      by this Deed and as from time to time hereafter
  amended.

                    


            

            


            
              	
                      6

                    	
                      Fee

                    


            

            


            
              	 
      	
                      The
      Borrower hereby undertakes to pay a restructuring fee in accordance with
      the terms of the relevant New Fee
Letter.

                    


            

            


            
              	
                      7

                    	
                      Expenses

                    


            

            


            
              	 
      	
                      The
      Borrower hereby undertakes to pay all legal and other expenses or
      disbursements incurred by the Bank in the negotiation, preparation and
      execution of this Deed and in connection with the fulfilment of the
      conditions specified in
clause 5.

                    


            

             

             

            
              
                 

              

              
                8

                
                  

                

              

              
                 

              

            

            
 

            
              	
                      8

                    	
                      Miscellaneous
      and notices

                    


            

            


            
              	 
      	
                      8.1

                    	
                      Notices

                    


            

            


            
              	 
      	 
      	
                      The
      provisions of clause 17.1 of the Principal Agreement shall extend and
      apply to the giving or making of notices or demands hereunder as if the
      same were expressly stated herein.

                    


            

            


            
              	 
      	
                      8.2

                    	
                      Counterparts

                    


            

            


            
              	 
      	 
      	
                      This
      Deed may be executed in any number of counterparts and by the different
      parties on separate counterparts, each of which when so executed and
      delivered shall be an original but all counterparts shall together
      constitute one and the same
instrument.

                    


            

            


            
              	
                      9

                    	
                      Law
      and jurisdiction

                    


            

            


            
              	 
      	
                      This
      Deed shall be governed by, and construed in accordance with, English law
      and the provisions of clause 18.2 of the Principal Agreement shall be
      deemed incorporated herein mutatis
mutandis.

                    


            

            


             

          

        

         

        IN WITNESS whereof the parties
to this Deed have caused this Deed to be duly executed on the date first above
written.

         


        
          
             


          

          
            9

            
              

            

          

          
             


          

        


        Schedule 1

         

        


        
          	
                  Name

                	
                  Address
      and fax

                
	
                  HSH
      Nordbank AG

                	
                  Attn:   Shipping,
      Greek Clients

                  Gerhart-Hauptmann-Platz
      50

                  20095
      Hamburg

                  Germany

                   

                  Fax:
      + 49 40 3333 34118

                
	
                  Credit
      Suisse

                	
                  Attn:   Ship
      Finance

                  SGAS
      6

                  St.
      Alban Graben 1-3

                  P.O.
      Box

                  4002
      Basle

                  Switzerland

                   

                  Fax:
      +41 61 266 7939

                
	
                  The
      Governor and Company of The Bank of Scotland

                	
                  Attn:    Marine
      Finance

                  Second
      Floor

                  Pentland
      House

                  8
      Lochside Avenue

                  Edinburgh
      EH12 9DJ

                   

                  Fax:
      + 44 131 658 3220

                
	
                  Dresdner
      Bank AG

                	
                  Attn:   Corporate
      Banking

                  Jungfernstieg
      22

                  20349  Hamburg

                  Germany

                   

                  Fax:
      +49 40 3501 4007

                


        

        



        
          
             


          

          
            10

            
              

            

          

          
             


          

        


        Schedule 2

        Part
1

         

        Documents
and evidence required as conditions precedent to any Advance being made
(referred to in clause 5.1)

         

        
          	
                  1  

                	
                  Corporate
      authorisation

                


        

         

        in
relation to the Borrower and/or any of the Owners:

         

        
          	 	
                  (a)  

                	
                  Constitutional
      documents

                


        

         

        copies
certified by an officer of the Borrower and/or any of the Owners, as a true,
complete and up to date copies, of all documents which contain or establish or
relate to the constitution of that party or a secretary's certificate confirming
that there have been no changes or amendments to the constitutional documents
certified copies of which were previously delivered to the Agent pursuant to the
Principal Agreement;

         

        
          	 	
                  (b)  

                	
                  Resolutions

                


        

         

        copies
of resolutions of each of its board of directors approving the execution of this
Deed and the terms and conditions hereof and thereof and authorising the
signature, delivery and performance of each such party's obligations thereunder,
certified (in a certificate dated no earlier than five Banking Days prior to the
date of this Agreement) by an officer of the Borrower and the
Owners:

         

        
          	 	
                  (1)  

                	
                  being
      true and correct;

                


        

         

        
          	 	
                  (2)  

                	
                  being
      duly passed at meetings of the directors of the Borrower and the Owners
      duly convened and held;

                


        

         

        
          	 	
                  (3)  

                	
                  not
      having been amended, modified or revoked;
and

                


        

         

        
          	 	
                  (4)  

                	
                  being
      in full force and effect

                


        

         

        together
with originals or certified copies of any powers of attorney issued by any party
pursuant to such resolutions; and

         

        
          	 	
                  (c)  

                	
                  Certificate
      of incumbency

                


        

         

        a
list of directors and officers of the Borrower and the Owners specifying the
names and positions of such persons, certified (in a certificate dated no
earlier than five Banking Days prior to the date of this Agreement) by an
officer of the Borrower and the Owners to be true, complete and up to
date;

         

        
          	
                  2  

                	
                  Security
      Documents

                


        

         

        the
Supplemental Security Documents Letters and the relevant Share Charge and any
required addenda to the Assignment of Intra-Group Loan Agreement, Master Swap
Agreement and Master Swap Assignment duly executed;

         

         

        
          
             

          

          
            11

            
              

            

          

          
             

          

        

         

         

        
          	
                  3  

                	
                  Consents

                


        

         

        a
certificate (dated no earlier than five Banking Days prior to the date of this
Agreement) from an officer of the Borrower and the Owners stating that no
consents, authorisations, licences or approvals are necessary for the Borrower
and the Owners to authorise, or are required by each of the Borrower and the
Owners or any other party (other than the Banks and/or the Agent) in connection
with, the execution, delivery, and performance of this Deed to which they are or
will be a party;

         

        
          	
                  4  

                	
                  Legal
      opinions

                


        

         

        such
legal opinions in relation to the laws of the Marshall Islands and any other
legal opinions as the Agent shall in its reasonable discretion deem appropriate
in favour of the Agent and the Banks;

         

        
          	
                  5  

                	
                  Payments

                


        

         

        payment
by the Borrower of all amounts currently due and owing by the Borrower to the
Agent and the Banks under the Principal Agreement;

         

        
          	
                  6  

                	
                  Expenses

                


        

         

        payment
by the Borrower to the Agent of the expenses payable by the Borrower to the
Agent pursuant to clause 7 of this Deed;

         

        
          	
                  7  

                	
                  Process
      agent

                


        

         

        an
original or certified true copy of a letter from the Borrower’s agent for
receipt of service of proceedings accepting its appointment under this Agreement
as the Borrower's process agent; and

         

        
          	
                  8  

                	
                  Fee

                


        

         

        evidence
of payment to the Agent of the restructuring fee referred to in the New Fee
Letter.

         


        
          
             


          

          
            12

            
              

            

          

          
             


          

        


        Part
2

         

        Documents
and evidence required as a condition precedent to each

        Advance
being made

         

        


         

        
          	
                  (a)  

                	
                  Conditions
      precedent

                


        

         

        if
the relevant Additional Ship is a newbuilding, evidence that the conditions
precedent set out in Part 1 and Part 2 of Schedule 4 of the Principal Agreement,
remain fully satisfied;

         

        
          	
                  (b)  

                	
                  No
      claim

                


        

         

        if
the relevant Additional Ship is a newbuilding, evidence satisfactory to the
Agent and/or the Banks that the relevant Builder (and any other party who may
have a claim pursuant to the relevant Contract) has no claims against such
Additional Ship or the Borrower or relevant Additional Owner and that there have
been no breaches of the terms of the relevant Contract or the Refund Guarantee
or any default thereunder;

         

        
          	
                  (c)  

                	
                  MOA

                


        

         

        photocopies,
certified as true, accurate and complete of the MOA for the relevant Additional
Ship together with such documents as the Agent may require to evidence the
nomination of the relevant Additional Owner as purchaser of the relevant
Additonal Ship;

         

        
          	
                  (d)  

                	
                  No
      variations to Contract

                


        

         

        if
the relevant Additional Ship is a newbuilding, evidence that there have been no
amendments or variations agreed to the relevant Contract and that no action has
been taken by the Borrower; the relevant Additional Owner or the relevant
Builder which might in any way render the relevant Contract inoperative or
unenforceable, in whole or in part;

         

        
          	
                  (e)  

                	
                  No
      Encumbrance

                


        

         

        if
the relevant Additional Ship is a newbuilding, evidence that there is no
Encumbrance of any kind created or permitted by any person on or relating to the
relevant Contract other than a Permitted Encumbrance;

         

        
          	
                  (f)  

                	
                  Ship
      conditions

                


        

         

        evidence
that the relevant Additional Ship for which the relevant Advance is to be
made:

         

        
          	 	
                  (i)  

                	
                  Registration
      and Encumbrances

                


        

         

        is
registered in the name of the relevant Additional Owner through the relevant
Registry under the laws and flag of the relevant Flag State and that such
relevant Additional Ship and its Earnings, Insurances and Requisition
Compensation (as defined in the relevant Ship Security Document) are free of
Encumbrances;

         

         

        
          
             

          

          
            13

            
              

            

          

          
             

          

        

         

         

        
          	 	
                  (ii)  

                	
                  Classification

                


        

         

        maintains
the Classification for such relevant Additional Ship free of all requirements
and recommendations affecting class of the relevant Classification Society;
and

         

        
          	 	
                  (iii)  

                	
                  Insurance

                


        

         

        is
insured in accordance with the provisions of the relevant Security Documents and
all requirements of the relevant Security Documents in respect of such insurance
have been complied with (including without limitation, confirmation from the
protection and indemnity association or other insurer with which such relevant
Additional Ship is, or is to be, entered for insurance or insured against
protection and indemnity risks (including oil pollution risks) that any
necessary declarations required by the association or insurer for the removal of
any oil pollution exclusion have been made and that any such exclusion does not
apply to such relevant Additional Ship); and

         

        
          	
                  (g)  

                	
                  Security
      documents and delivery documents

                


        

         

        the
relevant Additional Owner’s Guarantee and the relevant Ship Security Documents
for such Ship and the relevant Account Pledge duly executed;

         

        
          	
                  (h)  

                	
                  Borrower’s
      and Additional Owner’s further corporate
  authorisations

                


        

         

        copies
of the resolutions of the Borrower’s and relevant Additional Owner’s directors
and shareholders evidencing authorisation of the acceptance of the delivery of
such relevant Additional Ship and authorisation and approval of the relevant
Ship Security Documents for such relevant Additional Ship and the transactions
contemplated therein and any other documents issued or to be issued pursuant
thereto and authorising their appropriate officers or other representatives to
execute the same on their behalf certified in the manner referred to in
paragraph (b) of Part 1 of this Schedule (or other evidence of such
authorisation, approval and/or ratification) and any power of attorney issued
pursuant to the said resolutions;

         

        
          	
                  (i)  

                	
                  Covenants
      and approvals

                


        

         

        a
confirmation for the relevant Additional Owner that no consents, authorisations,
licenses and approvals are necessary in any Relevant Jurisdiction to enable such
Additional Owner to enter into and to perform its obligations under the Security
Documents to which it is a party;

         

        
          	
                  (j)  

                	
                  Updated
      certificates of incumbency

                


        

         

        a
list of directors and officers of each of the Borrower and the relevant
Additional Owner specifying the names and positions of such persons and copies
of the signatures of the persons who have been authorised on behalf of each
person to sign such of the Underlying Documents and the Security Documents to
which such person is, or is to be, party and to give notices and communications,
including notices of drawing, under or in connection with the Security
Documents, certified (in a certificate dated no earlier than five (5) Banking
Days prior to the Delivery Date for such Additional Ship) by an officer of such
person to be, in the case of the list of directors, true, complete and up to
date and, in the case of the specimen signatures, true signatures of such
persons or a certificate by an officer of such person that the list provided in
respect of such person pursuant to paragraph (d) of Part 1 of this
Schedule and that the specimen signatures provided in respect of such
person pursuant to paragraph (c) of Part 1 of this Schedule remain true,
complete and up to date;

         

         

        
          
             

          

          
            14

            
              

            

          

          
             

          

        

         

         

        
          	
                  (k)  

                	
                  Management

                


        

         

        the
relevant Manager’s Undertaking duly executed and copies, certified by an officer
of the Borrower or the relevant Additional Owner, of the Management Agreement
for such Additional Ship;

         

        
          	
                  (l)  

                	
                  Mortgage
      registration

                


        

         

        evidence
that the relevant Mortgage has been provisionally registered against such
Additional Ship through the Registry for such Additional Ship under the laws and
flag of the Flag State for such Additional Ship;

         

        
          	
                  (m)  

                	
                  Notices
      of assignment and acknowledgements

                


        

         

        copies
of duly executed notices of assignment required by the terms of the Security
Documents and in the forms prescribed by the Security Documents;

         

        
          	
                  (n)  

                	
                  Bank
      accounts

                


        

         

        evidence
that the Earnings Account for such Additional Ship has been opened;

         

        
          	
                  (o)  

                	
                  Insurance
      opinion

                


        

         

        an
opinion from insurance consultants appointed by the Banks, on the insurances
effected or to be effected in respect of such Additional Ship upon and following
the Delivery Date for such Additional Ship;

         

        
          	
                  (p)  

                	
                  Legal
      opinions

                


        

         

        (i)      Marshall Islands
opinion

         

        an
opinion of Seward & Kissel special legal advisers in the Marshall Islands to
the Agent;

         

        (ii)     Additional Owner(s)’
opinion

         

        an
opinion of the Agent’s special legal advisers in each Relevant Jurisdiction with
respect to the relevant Additional Owner;

         

        (iii)    Flag State
opinion

         

        an
opinion of the special legal advisers to the Agent in the Flag State of such
Additional Ship and an opinion from the special legal advisers to the Agent in
any Relevant Jurisdiction where such Additional Ship has its underlying
registration as set out in Part 1 of Schedule 2;

         

        (iv)    German opinion

         

        an
opinion of Watson, Farley and Williams special legal advisers to the Agent in
Germany; and

         

         

        
          
             

          

          
            15

            
              

            

          

          
             

          

        

         

        (v)     Further opinions

         

        any
such further opinion as may be required by the Agent and/or Banks;

         

        
          	
                  (q)  

                	
                  Borrower’s
      and Additional Owner’s process
agent

                


        

         

        a
copy, certified as a true copy by the Borrower’s or relevant Additional Owner’s
solicitors or other person acceptable to the Agent of a letter from the
Borrower’s or relevant Additional Owner’s or the relevant Security Party’s agent
for receipt of service of proceedings referred to in each of the relevant Ship
Security Documents in which it is or is to be appointed as the Borrower’s
agent;

         

        
          	
                  (r)  

                	
                  Valuation

                


        

         

        valuation
(dated not more than two (2) weeks prior to the date of signing of this Deed) of
such Additional Ship;

         

        
          	
                  (s)  

                	
                  Manager’s
      confirmation

                


        

         

        the
Manager has confirmed in writing that the representations and warranties set out
in clause 7.2.11 of the Principal Agreement are true and
correct;

         

        
          	
                  (t)  

                	
                  Certificates
      of financial responsibility

                


        

         

        if
applicable, a copy of a certificate of financial responsibility complying with
the requirements of the United States Oil Pollution Act 1990 or the United
States Comprehensive Environmental Response Compensation Liability Act 1980
together with evidence of approval thereof by the relevant regulatory
authorities;

        


        (u)       Payment of Contract Price, Equity
Portion and Seller's Investment

        


        if
the Additional Ship is a newbuilding, evidence that the Contract Price for such
Additional Ship has been (or upon drawdown of the Delivery Advance for such
Additional Ship will have been) paid in full and evidence that the Additional
Owner will contribute an equity portion in the amount of sixteen million one
hundred and twenty five thousand Dollars ($16,125,000) in respect of each
Additional Ship

         

        
          	
                  (v)  

                	
                  ISM
      Code and ISPS Code documentation

                


        

         

        a
copy, certified by an officer of the Borrower, of the SMC, DOC and ISSC
Certificate for such Additional Ship; and

         

        
          	
                  (w)  

                	
                  Fees,
      commissions and expenses

                


        

         

        evidence
that any fees and commission due from the Borrower pursuant to the terms of
clause 5.1 of the Original Agreement and any other provision of the
Security Documents and all expenses under clause 5.2 of the Original Agreement
have been paid in full.

         

        
          	
                  (x)

                	
                  Chartering of the Additional
      Ships evidence that the Additional Ship shall have an Acceptable
      Employment in place.";

                


        

         

         


        
          
             


          

          
            16

            
              

            

          

          
             


          

        

        


         

        Schedule 3

         

        To:       HSH
Nordbank AG,

        Gerhart-Hauptmann-Platz
50,   20095 Hamburg, Germany [Date]

        Dear
Sirs,

        


        Omega
Navigation Enterprises, Inc. - Facilities Agreement for a US$145,000,000 Term
Loan and US$150,000,000 Revolving Credit Facility (as supplemented and amended,
the "Facilities Agreement")

        


        We
refer to:

        


        
          	
                  1  

                	
                  the
      guarantee dated [●] (the "Guarantee") executed by us in favour of you (in
      your capacity as Security Agent and Trustee for the Banks (as hereinafter
      defined)) guaranteeing the obligations of Omega Navigation Enterprises,
      Inc. (the "Borrower") to you and the Banks under the Facilities Agreement
      (as supplemented and amended) made between (1) the Borrower, (2) the banks
      and financial institutions whose names are set out in Schedule 1 Part 1 of
      the Facilities Agreement (the "Banks") (3) yourselves in your capacity as
      mandated lead arranger, (4) yourselves in your capacity as swap bank and
      (5) yourselves in your capacity as Agent, security agent and trustee (the
      "Agent"); and

                


        

         

        
          	
                  2  

                	
                  each
      of the Security Documents (as defined in the Facilities Agreement) to
      which we are a party (together the "Security
  Documents");

                


        

         

        the
second supplemental agreement dated [●] (the "Supplemental Agreement") made
between the (1) the Borrower, (2) the Banks, (3) yourselves in your capacity as
mandated lead arranger, (4) yourselves in your capacity as swap bank and (5) the
Agent, being supplemental to the Facilities Agreement, a copy of which
Supplemental Agreement is attached to this letter. Words and expressions defined
in the Supplemental Agreement shall, unless otherwise defined herein, have the
same meaning when used in this letter.

        


        We
hereby confirm that we have reviewed the terms of the Supplemental Agreement and
consent to the amendments to the Facilities Agreement contained in the
Supplemental Agreement and agree that:

        


        
          	
                  (a)  

                	
                  the
      Guarantee and the Security Documents, and our obligations thereunder,
      shall remain and continue in full force and effect notwithstanding the
      said amendments to the Facilities Agreement contained in the Supplemental
      Agreement; and

                


        

         

        with
effect from the Effective Date references in the Guarantee and the Security
Documents to "the Agreement" or "the Facilities Agreement" shall henceforth be
references to the Facilities Agreement as amended by the Supplemental Agreement
and as from time to time hereafter amended and shall also be deemed to include
the Supplemental Agreement and the obligations of the Borrower thereunder.This
letter is executed as an Agreement and is governed by and shall be construed in
accordance with English law.

        


      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      



     

    


    
      	
              SIGNED,
      SEALED and DELIVERED

            	
              )

            	 
      
	
              as
      a DEED by

            	
              )

            	 
      
	
              [THE
      RELEVANT OWNER]

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              [its
      duly authorised attorney-in-fact

            	
              )

            	
              ........................

            
	
              pursuant
      to a power of attorney

            	
              )

            	
              [Attorney-in-fact]

            
	
              dated

            	
              )

            	 
      
	
              in
      the presence of:]

            	
              )

            	 
      


    

    


    



    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    Borrower

     

    
      	
              SIGNED, SEALED and DELIVERED as
      a DEED)

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              authorised
      signatory for and on behalf of

            	
              )

            	 
      
	
              OMEGA
      NAVIGATION ENTERPRISES, INC.

            	
              )

            	 
      
	
              pursuant
      to a Board Resolution

            	
              )

            	
              ........................

            
	
              dated
                                                          2007

            	
              )

            	
              Attorney-in-fact

            
	
              in
      the presence of:

            	
              )

            	 
      
	 
      	 
      	 
      
	
              ....................Witness

            	 
      	 
      
	 
      	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      


    

    


    Arranger

    


    
      	
              SIGNED,
      SEALED and DELIVERED as a DEED

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              for
      and on behalf of

            	
              )

            	 
      
	
              HSH
      NORDBANK AG

            	
              )

            	 
      
	
              pursuant
      to a power of attorney

            	
              )

            	
              ........................

            
	
              dated
                                                          2007

            	
              )

            	
              Attorney-in-fact

            
	
              in
      the presence of:

            	
              )

            	 
      
	 
      	 
      	 
      
	
              ....................Witness

            	 
      	 
      
	 
      	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      


    

     

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    
 

    Swap
Bank

    


    
      	
              SIGNED,
      SEALED and DELIVERED as a DEED

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              for
      and on behalf of

            	
              )

            	 
      
	
              HSH
      NORDBANK AG

            	
              )

            	 
      
	
              pursuant
      to a power of attorney

            	
              )

            	
              ........................

            
	
              dated
                                                          2007

            	
              )

            	
              Attorney-in-fact

            
	
              in
      the presence of:

            	
              )

            	 
      
	 
      	 
      	 
      
	
              ....................Witness

            	 
      	 
      
	 
      	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      


    

    


    


    


    Agent

    


    
      	
              SIGNED,
      SEALED and DELIVERED as a DEED

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              for
      and on behalf of

            	
              )

            	 
      
	
              HSH
      NORDBANK AG

            	
              )

            	 
      
	
              pursuant
      to a power of attorney

            	
              )

            	
              ........................

            
	
              dated
                                                          2007

            	
              )

            	
              Attorney-in-fact

            
	
              in
      the presence of:

            	
              )

            	 
      
	 
      	 
      	 
      
	
              ....................Witness

            	 
      	 
      
	 
      	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      


    

    


     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    Banks

    


    
      	
              SIGNED,
      SEALED and DELIVERED as a DEED

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              for
      and on behalf of

            	
              )

            	 
      
	
              HSH
      NORDBANK AG

            	
              )

            	 
      
	
              pursuant
      to a power of attorney

            	
              )

            	
              ........................

            
	
              dated
                                                          2007

            	
              )

            	
              Attorney-in-fact

            
	
              in
      the presence of:

            	
              )

            	 
      
	 
      	 
      	 
      
	
              ....................Witness

            	 
      	 
      
	 
      	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      


    

    


    
      	
              SIGNED,
      SEALED and DELIVERED as a DEED

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              for
      and on behalf of

            	
              )

            	 
      
	
              CREDIT
      SUISSE

            	
              )

            	 
      
	
              pursuant
      to a power of attorney

            	
              )

            	
              ........................

            
	
              dated
                                                          2007

            	
              )

            	
              Attorney-in-fact

            
	
              in
      the presence of:

            	
              )

            	 
      
	 
      	 
      	 
      
	
              ....................Witness

            	 
      	 
      
	 
      	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      


    

    



    


    
      	
              SIGNED,
      SEALED and DELIVERED as a DEED

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              for
      and on behalf of

            	
              )

            	 
      
	
              THE
      GOVERNOR AND COMPANY

            	
              )

            	 
      
	
              OF
      THE BANK OF SCOTLAND

            	 
      	 
      
	
              pursuant
      to a power of attorney

            	
              )

            	
              ........................

            
	
              dated
                                                          2007

            	
              )

            	
              Attorney-in-fact

            
	
              in
      the presence of:

            	
              )

            	 
      
	 
      	 
      	 
      
	
              ....................Witness

            	 
      	 
      
	 
      	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      


    

    


    


    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    


    
      	
              SIGNED,
      SEALED and DELIVERED as a DEED

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              for
      and on behalf of

            	
              )

            	 
      
	
              DRESDNER
      BANK AG

            	
              )

            	 
      
	
              pursuant
      to a power of attorney

            	
              )

            	
              ........................

            
	
              dated
                                                          2007

            	
              )

            	
              Attorney-in-fact

            
	
              in
      the presence of:

            	
              )

            	 
      
	 
      	 
      	 
      
	
              ....................Witness

            	 
      	 
      
	 
      	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      


    

    


    


    SK
23286 0002 889265


    
      
         


      

      
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