d890397_ex4-13.htm


    EXHIBIT
4.13

    


    Dated
20 November  2007

    


    


    


    


    


    


    


    


    


    SUNRAY
NAVIGATION INC.

    


    


    -
and -

    


    


    


    NATIONAL
BANK OF GREECE S.A.

    as
Lender

    


    


    


    


    


    __________________________

    


    LOAN
AGREEMENT

    __________________________

    


    


    relating
to a term loan facility of up to $33,176,250

    to
part-finance the construction and acquisition cost

    of
one 37,000 metric tons deadweight

    Handymax
product chemical tanker having

    Hull
No. 2191 currently under construction

    at
Hyundai Mipo Dockyard, Ulsan, Korea

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Clause

            	 
      	
              Page

            
	 
      	 
      	 
      
	
              1

            	
              INTERPRETATION

            	
              1

            
	 
      	 
      	 
      
	
              2

            	
              FACILITY

            	
              12

            
	 
      	 
      	 
      
	
              3

            	
              DRAWDOWN

            	
              12

            
	 
      	 
      	 
      
	
              4

            	
              INTEREST

            	
              13

            
	 
      	 
      	 
      
	
              5

            	
              INTEREST
      PERIODS

            	
              14

            
	 
      	 
      	 
      
	
              6

            	
              DEFAULT
      INTEREST

            	
              15

            
	 
      	 
      	 
      
	
              7

            	
              REPAYMENT
      AND PREPAYMENT

            	
              15

            
	 
      	 
      	 
      
	
              8

            	
              CONDITIONS
      PRECEDENT

            	
              17

            
	 
      	 
      	 
      
	
              9

            	
              REPRESENTATIONS
      AND WARRANTIES

            	
              18

            
	 
      	 
      	 
      
	
              10

            	
              GENERAL
      UNDERTAKINGS

            	
              20

            
	 
      	 
      	 
      
	
              11

            	
              CORPORATE
      UNDERTAKINGS

            	
              22

            
	 
      	 
      	 
      
	
              12

            	
              INSURANCE

            	
              23

            
	 
      	 
      	 
      
	
              13

            	
              SHIP
      COVENANTS

            	
              28

            
	 
      	 
      	 
      
	
              14

            	
              SECURITY
      COVER

            	
              31

            
	 
      	 
      	 
      
	
              15

            	
              PAYMENTS
      AND CALCULATIONS

            	
              33

            
	 
      	 
      	 
      
	
              16

            	
              APPLICATION
      OF RECEIPTS

            	
              33

            
	 
      	 
      	 
      
	
              17

            	
              APPLICATION
      OF EARNINGS

            	
              34

            
	 
      	 
      	 
      
	
              18

            	
              EVENTS
      OF DEFAULT

            	
              35

            
	 
      	 
      	 
      
	
              19

            	
              FEES
      AND EXPENSES

            	
              38

            
	 
      	 
      	 
      
	
              20

            	
              INDEMNITIES

            	
              39

            
	 
      	 
      	 
      
	
              21

            	
              NO
      SET-OFF OR TAX DEDUCTION

            	
              41

            
	 
      	 
      	 
      
	
              22

            	
              ILLEGALITY,
      ETC

            	
              41

            
	 
      	 
      	 
      
	
              23

            	
              INCREASED
      COSTS

            	
              42

            
	 
      	 
      	 
      
	
              24

            	
              SET
      OFF

            	
              43

            
	 
      	 
      	 
      
	
              25

            	
              TRANSFERS
      AND CHANGES IN LENDING OFFICES

            	
              43

            
	 
      	 
      	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              26

            	
              VARIATIONS
      AND WAIVERS

            	
              44

            
	 
      	 
      	 
      
	
              27

            	
              NOTICES

            	
              44

            
	 
      	 
      	 
      
	
              28

            	
              SUPPLEMENTAL

            	
              46

            
	 
      	 
      	 
      
	
              29

            	
              LAW
      AND JURISDICTION

            	
              46

            
	 
      	 
      	 
      
	
              EXECUTION
      PAGE

            	
              48

            
	 
      	 
      
	
              SCHEDULE
      1  DRAWDOWN NOTICE

            	
              49

            
	 
      	 
      
	
              SCHEDULE
      2

            	
              50

            
	 
      	 
      
	
              CONDITION
      PRECEDENT DOCUMENTS

            	
              50

            


    

    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS AGREEMENT is made on 20
November 2007

    


    BETWEEN:

    


    
      	
              (1)

            	
              SUNRAY NAVIGATION INC.,
      a corporation incorporated in the Republic of the Marshall Islands whose
      registered office is at Trust Company Complex, Ajeltake Road, Ajeltake
      Island, Majuro, MH 96960 , Republic of the Marshall Islands (the “Borrower”);
      and

            


    

     

    
      	
              (2)

            	
              NATIONAL BANK OF GREECE S.A.
      acting through its branch at 2 Bouboulinas Street & Akti
      Miaouli, 185 35 Piraeus, Greece (the “Lender”)

            


    

     

    BACKGROUND

    


    The
Lender has agreed to make available to the Borrower a term loan facility of up
to the lesser of (a) $33,176,250, (b) 75 per cent. of the Contract Price of the
Ship and (c) 75 per cent. of the Market Value of the Ship (as determined by the
valuations referred to at paragraph 6 of Schedule 2, Part C), for the purpose of
part-financing the construction and acquisition cost of the ship, known as Hull
No. 2191 which is to be constructed by the Builder and purchased by the
Borrower.

    


    IT IS AGREED as
follows:

    


    
      	
              1

            	
              INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions.  Subject
      to Clause 1.5 in this Agreement:

            


    

     

    
      	 	“Advance” means the
      principal amount of each borrowing by the Borrower under this Agreement
      being: 


    

     

    
      	
               
      

            	
              (a)

            	
              an
      amount of up to $3,981,150 to be made available to the Borrower for the
      purpose of refinancing part of the first instalment paid pursuant to the
      Shipbuilding Contract (the “First
      Advance”);

            


    

     

    
      	
               
      

            	
              (b)

            	
              an
      amount of up to $3,981,150 to be made available to the Borrower for the
      purpose of part-financing the second instalment payable pursuant to the
      Shipbuilding Contract (the “Second
      Advance”);

            


    

     

    
      	
               
      

            	
              (c)

            	
              an
      amount of up to $7,077,600 to be made available to the Borrower for the
      purpose of part-financing the third instalment payable pursuant to the
      Shipbuilding Contract upon steel-cutting of the Ship (the “Third
      Advance”);

            


    

     

    
      	
               
      

            	
              (d)

            	
              an
      amount of up to $7,077,600 to be made available to the Borrower for the
      purpose of part-financing the fourth instalment payable pursuant to the
      Shipbuilding Contract upon keel-laying of the Ship (the “Fourth
      Advance”);

            


    

     

    
      	
               
      

            	
              (e)

            	
              an
      amount of up to $5,529,375 to be made available to the Borrower for the
      purpose of part-financing the fifth instalment payable pursuant to the
      Shipbuilding Contract upon launching of the Ship (the “Fifth Advance”);
      and

            


    

     

    
      	
               
      

            	
              (f)

            	
              an
      amount of up to $5,529,375 to be made available to the Borrower for the
      purpose of part-financing the sixth instalment payable pursuant to the
      Shipbuilding Contract upon delivery of the Ship (the “Sixth
      Advance”),

            


    

     

    
      and
in the plural means all of them;

       

      “Approved
Flag”  means such flag as the Lender may in its sole and
absolute discretion, approve as the flag on which the Ship shall be
registered;

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

    

      “Approved Flag
State”  means any country in which the Lender may in its sole
and absolute discretion, approve that such Ship be registered;

       

      “Approved Manager” means any
company which the Lender may approve from time to time to be the manager of the
Ship;

       

      “Approved Manager’s
Undertaking”  means a letter of undertaking executed by the
Approved Manager in favour of the Lender in the terms required by the Lender
agreeing certain matters in relation to the Approved Manager serving as the
manager of the Ship and subordinating the rights of the Approved Manager against
the Ship and the Borrower to the rights of the Lender under the Finance
Documents in such form as the Lender may approve or require;

       

      “Availability Period” means the
period commencing on the date of this Agreement and ending on:

       

    

    
      	
               
      

            	
              (a)

            	
              the
      earlier of (A) 29 April 2011 and (B) the Delivery Date in respect of the
      Ship;

            


    

    


      
(or, such later date as the Lender may agree with the Borrower); or

    


    
      	
               
      

            	
              (b)

            	
              if
      earlier, the date on which the Lender’s obligation to make the Loan is
      cancelled or terminated;

            


    

     

    
      “Balloon Instalment” has the
meaning given in Clause 7.1(b);

       

      “Builder”  means
Hyundai Mipo Dockyard Co., Ltd., a company incorporated in the Republic of Korea
with its principal office at 1381, Bangeo-Dong, Dong-Ku, Ulsan,
Korea;

       

      “Business Day”  means
a day on which banks are open in London, Athens, Piraeus and
the  Republic of Korea and, in respect of a day on which a payment is
required to be made under a Finance Document, also in Brussels and New York
City;

       

      “Charterparty
Assignment”  means, in relation to the Ship, an assignment of
the rights of the Borrower under any time charterparty which is of or exceeds or
is capable of exceeding 12 months in duration executed or to be executed by the
Borrower in such form as the Lender may approve or require;

       

      “Contract
Price”  means, the aggregate amount payable by the Borrower to
the Builder pursuant to the Shipbuilding Contract;

       

      “Contractual Currency” has the
meaning given in Clause 20.4;

       

      “Corporate
Guarantee”  means the guarantee of the obligations of the
Borrower under this Agreement and the Finance Documents to which they are a
party, executed or (as the context may require) to be executed by the Corporate
Guarantor in favour of the Lender in such form as the Lender may approve or
require;

       

      “Corporate Guarantor” means
Omega Navigation Enterprises Inc., a corporation incorporated in the Republic of
the Marshall Islands whose registered office is at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro MH 96960 Marshall Islands;

       

      “Delivery
Date”  means the date on which title to and possession of the
Ship is transferred from the Builder to the Borrower pursuant to the
Shipbuilding Contract;

       

      “Dollars” and “$”  means the lawful
currency for the time being of the United States of America;

       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

      “Drawdown
Date”  means, in relation to each Advance, the date requested
by the Borrower for that Advance to be made, or (as the context requires) the
date on which that Advance is actually made;

       

      “Drawdown
Notice”  means a notice in the form set out in Schedule 1 (or
in any other form which the Lender approves or reasonably
requires);

       

      “Earnings”  mean all
moneys whatsoever which are now, or later become, payable (actually or
contingently) to the Borrower and which arise out of the use or operation of the
Ship, including (but not limited to):

       

    

    
      	
               
      

            	
              (a)

            	
              all
      freight, hire and passage moneys, compensation payable to the Borrower in
      the event of requisition of the Ship for hire, remuneration for salvage
      and towage services, demurrage and detention moneys and damages for breach
      (or payments for variation or termination) of any charterparty or other
      contract for the employment of the
Ship;

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      moneys which are at any time payable under Insurances in respect of loss
      of earnings; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      and whenever the Ship is employed on terms whereby any moneys falling
      within paragraphs (a) or (b) are pooled or shared with any other person
      (which may only be effected with the prior consent of the Lender in
      accordance with Clause 13.15), that proportion of the net receipts of the
      relevant pooling or sharing arrangement which is attributable to the
      Ship;

            


    

     

    
      “Earnings Account” means an
account in the name of the Borrower with the Lender in Piraeus designated
“Sunray Navigation Inc. - Earnings Account”, or any other account (with that or
another office of the Lender) which is designated by the Lender as the Earnings
Account for the purposes of this Agreement;

       

      “Environmental
Claim”  means:

       

    

    
      	
               
      

            	
              (a)

            	
              any
      claim by any governmental, judicial or regulatory authority which arises
      out of an Environmental Incident or an alleged Environmental Incident or
      which relates to any Environmental Law;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      claim by any other person which relates to an Environmental Incident or to
      an alleged Environmental Incident,

            


    

     

    
      and
“claim” means a claim
for damages, compensation, fines, penalties or any other payment of any kind,
whether or not similar to the foregoing; an order or direction to take, or not
to take, certain action or to desist from or suspend certain action; and any
form of enforcement or regulatory action, including the arrest or attachment of
any asset;

       

      “Environmental
Incident”  means:

    

     

    
      	
               
      

            	
              (a)

            	
              any
      release of Environmentally Sensitive Material from the Ship;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      incident in which Environmentally Sensitive Material is released from a
      vessel other than the Ship and which involves a collision between the Ship
      and such other vessel or some other incident of navigation or operation,
      in either case, in connection with which the Ship is actually or
      potentially liable to be arrested, attached, detained or injuncted and/or
      the Ship and/or the Borrower who owns the Ship and/or any operator or
      manager of the Ship is at fault or allegedly at fault or otherwise liable
      to any legal or administrative action;
or

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              any
      other incident in which Environmentally Sensitive Material is released
      otherwise than from the Ship and in connection with which the Ship is
      actually or potentially liable to be arrested and/or where the Borrower
      who owns the Ship and/or any operator or manager of the Ship is at fault
      or allegedly at fault or otherwise liable to any legal or administrative
      action;

            


    

     

    
      	 	
              “Environmental
      Law”  means any law relating to pollution or protection
      of the environment, to the carriage of Environmentally Sensitive Material
      or to actual or threatened releases of Environmentally Sensitive
      Material; 

            


    

     

    
      	 	
              “Environmentally Sensitive
      Material”  means oil, oil products and any other
      substance (including any chemical, gas or other hazardous or noxious
      substance) which is (or is capable of being or becoming) polluting, toxic
      or hazardous; 

            


    

     

    
      	
               
      

            	
              “Event of
      Default”  means any of the events or circumstances
      described in Clause 18.1;

            


    

     

    
      “Final Maturity Date” means the
earlier of (i) the date falling 120 months after the Delivery Date and (ii) 29
April 2021;

       

      “Finance
Documents”  means:

    

     

    
      	
               
      

            	
              (a)

            	
              this
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Retention Account Pledge;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Corporate Guarantee;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Predelivery Security Assignment;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Mortgage;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      General Assignment;

            


    

     

    
      	
               
      

            	
              (g)

            	
              any
      Charterparty Assignments; and

            


    

     

    
      	
               
      

            	
              (h)

            	
              any
      other document (whether creating a Security Interest or not) which is
      executed at any time by the Borrower, the Corporate Guarantor or any other
      person as security for, or to establish any form of subordination or
      priorities arrangement in relation to, any amount payable to the Lender
      under this Agreement or any of the other documents referred to in this
      definition;

            


    

     

    
      “Financial
Indebtedness”  means, in relation to a person (the “debtor”),  a
liability of the debtor:

       

    

    
      	
               
      

            	
              (a)

            	
              for
      principal, interest or any other sum payable in respect of any moneys
      borrowed or raised by the debtor;

            


    

     

    
      	
               
      

            	
              (b)

            	
              under
      any loan stock, bond, note or other security issued by the
      debtor;

            


    

     

    
      	
               
      

            	
              (c)

            	
              under
      any acceptance credit, guarantee or letter of credit facility made
      available to the debtor;

            


    

     

    
      	
               
      

            	
              (d)

            	
              under
      a financial lease, a deferred purchase consideration arrangement or any
      other agreement having the commercial effect of a borrowing or raising of
      money by the debtor;

            


    

     

    
      	
               
      

            	
              (e)

            	
              under
      any foreign exchange transaction, any interest or currency swap or
      any other kind of derivative transaction entered into by the debtor or, if
      the agreement under

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              which
      any such transaction is entered into requires netting of mutual
      liabilities, the liability of the debtor for the net amount;
      or

            


    

     

    
      	
               
      

            	
              (f)

            	
              under
      a guarantee, indemnity or similar obligation entered into by the debtor in
      respect of a liability of another person which would fall within (a) to
      (e) if the references to the debtor referred to the other
      person;

            


    

     

    
      “GAAP”  means
generally accepted accounting principles as from time to time in effect in the
United States of America;

       

      “General
Assignment”  means, a general assignment of the Earnings, the
Insurances and any Requisition Compensation in such form as the Lender may
approve or require;

       

      “Group” means the Borrower, the
Corporate Guarantor, the Approved Manager (provided that the Approved Manager is
a member of the Group) and all other companies with the same beneficial
ownership as the Borrower and/or belonging to the same holding company structure
(as the case may be) and their subsidiaries and “member of the Group” shall be
construed accordingly;

       

      “Insurances”  means:

    

     

    
      	
               
      

            	
              (a)

            	
              all
      policies and contracts of insurance, including entries of the Ship in any
      protection and indemnity or war risks association, which are effected in
      respect of the Ship, her Earnings or otherwise in relation to her;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      rights and other assets relating to, or derived from, any of the
      foregoing, including any rights to a return of a
  premium;

            


    

     

      
“Interest
Period”  means a period determined in accordance with
Clause 5;

     

    
      	
               
      

            	
              “ISM Code”
      means:

            


    

    


    
      	
               
      

            	
              (a)

            	
              ‘The
      International Management Code for the Safe Operation of Ship and for
      Pollution Prevention’, currently known or referred to as the ‘ISM Code’,
      adopted by the Assembly of the International Maritime Organisation by
      Resolution A.741(18) on 4 November 1993 and incorporated on 19 May 1994
      into chapter IX of the International Convention for the Safety of Life at
      Sea 1974 (SOLAS 1974); and

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      further resolutions, circulars, codes, guidelines, regulations and
      recommendations which are now or in the future issued by or on behalf of
      the International Maritime Organisation or any other entity with
      responsibility for implementing  the ISM Code, including without
      limitation, the ‘Guidelines on implementation or administering of the
      International Safety Management (ISM) Code by Administrations’ produced by
      the International Maritime Organisations pursuant to Resolution A.788(19)
      adopted on 25 November 1995,

            


    

     

    
      	
               
      

            	
              as
      the same may be amended, supplemented or replaced from time to
      time;

            


    

    


    
      	
               
      

            	
              “ISM Code Documentation”
      includes, in relation to the Ship:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      document of compliance (DOC) and safety management certificate (SMC)
      issued pursuant to the ISM Code in relation to the Ship within the periods
      specified by the ISM Code; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      other documents and data which are relevant to the ISM SMS and its
      implementation and verification which the Lender may require;
      and

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              any
      other documents which are prepared or which are otherwise relevant to
      establish and maintain the Ship’s compliance or the compliance of the
      Borrower, with the ISM Code which the Lender may
  require;

            


    

     

    
      	
               
      

            	
              “ISM SMS” means the
      safety management system for the Ship which is required to be developed,
      implemented and maintained under the ISM
Code;

            


    

    


    
      	
               
      

            	
              “ISPS
      Code”  means the “International Code for the Security of
      Ships and of Port Facilities” as adopted on 12 December 2002 by resolution
      2 of the Conference of Contracting Governments to the International
      Convention for the Safety of Life at Sea,
1974;

            


    

    


    
      	
               
      

            	
              “Lender”  means
      the National Bank Of Greece S.A. acting through its branch at 2
      Bouboulinas Street & Akti Miaouli, 185 35 Piraeus,
    Greece;

            


    

    


      
“LIBOR”  means, for
an Interest Period:

    


    
      	
               
      

            	
              (a)

            	
              the
      rate per annum equal to the offered quotation for deposits in Dollars for
      a period equal to, or as near as possible equal to, the relevant Interest
      Period which appears on Reuters BBA Page LIBOR 01 at or about 11.00 a.m.
      (London time) on the second Business Day prior to the commencement of that
      Interest Period (and, for the purposes of this Agreement, “Reuters BBA
      Page LIBOR 01” means the display designated as “Reuters BBA Page LIBOR 01”
      on the Reuters Money News Service or such other page as may replace BBA
      Page LIBOR 01 on that service for the purpose of displaying rates
      comparable to that rate or on such other service as may be nominated by
      the British Bankers’ Association as the information vendor for the purpose
      of displaying British Bankers’ Association Interest Settlement Rates for
      Dollars); or

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      no rate is quoted on Reuters BBA Page LIBOR 01, the rate per annum
      (rounded upwards, if necessary, to the nearest one-sixteenth of one per
      cent.) at which deposits in Dollars are offered to the Reference Bank by
      leading banks in the London Interbank Market at the request of the
      Reference Bank at or about 11.00 a.m. (London time) on the Quotation Date
      for that Interest Period for a period equal to that Interest Period and
      for delivery on the first Business Day of
it;

            


    

     

    
      “Loan”  means the
principal amount for the time being outstanding under this
Agreement;

       

      “Major
Casualty”  means, any casualty to the Ship in respect of which
the claim or the aggregate of the claims against all insurers, before adjustment
for any relevant franchise or deductible, exceeds $250,000 or the equivalent in
any other currency;

       

      “Margin”  means:

       

    

    
      	
               
      

            	
              (a)

            	
              in
      relation to all Advances during the period commencing on the Drawdown Date
      of the First Advance  and ending on the Drawdown Date of the
      Sixth Advance, 0.90 per cent. per
  annum;  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              at
      all times after the Drawdown Date of the Sixth Advance, in respect of that
      part of the Loan which is constituted by (i) the repayment instalments
      referred to in clause 7.1(a), 0.90 per cent. per annum and (ii) the
      Balloon Instalment, 1 per cent. per
annum;

            


    

     

    
      “Market Value” means the market
value of the Ship determined in accordance with Clause 14.4;

       

      “Material Adverse Change Warranty
Letter” means a letter to be issued by the Borrower and the Corporate
Guarantor on each Drawdown Date in which they confirm that, as at that Drawdown
Date, here has been no material adverse change in the financial position, state
of

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

      affairs
or prospects of the Borrower, the Corporate Guarantor and the Group since the
date of acceptance by the Borrower of the Lender’s commitment letter (being 28
September 2007);

       

      “Mortgage”  means the
first preferred or priority ship mortgage on the Ship and, if required pursuant
to the laws of the applicable Approved Flag State, a deed of covenant collateral
thereto in such form as the Lender may approve or require;

       

      “Negotiation
Period”  has the meaning given in Clause 4.6;

       

      “Payment
Currency”  has the meaning given in
Clause 20.4;

       

    

    
      	
               
      

            	
              “Pertinent
      Document”  means:

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      Finance Document;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      policy or contract of insurance contemplated by or referred to in Clause
      12 or any other provision of this Agreement or another Finance
      Document;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      other document contemplated by or referred to in any Finance Document;
      and

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      document which has been or is at any time sent by or to the Lender in
      contemplation of or in connection with any Finance Document or any policy,
      contract or document falling within paragraphs (b) or
  (c);

            


    

     

      
“Pertinent
Jurisdiction”, in relation to a company, means:

     

    
      	
               
      

            	
              (a)

            	
              England
      and Wales;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      country under the laws of which the company is incorporated or
      formed;

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      country in which the company’s central management and control is or has
      recently been exercised;

            


    

     

    
      	
               
      

            	
              (d)

            	
              a
      country in which the overall net income of the company is subject to
      corporation tax, income tax or any similar
tax;

            


    

     

    
      	
               
      

            	
              (e)

            	
              a
      country in which assets of the company (other than securities issued by,
      or loans to, related companies) having a substantial value are situated,
      in which the company maintains a permanent place of business, or in which
      a Security Interest created by the company must or should be registered in
      order to ensure its validity or priority;
and

            


    

     

    
      	
               
      

            	
              (f)

            	
              a
      country the courts of which have jurisdiction to make a winding up,
      administration or similar order in relation to the company or which would
      have such jurisdiction if their assistance were requested by the courts of
      a country referred to in paragraphs (b) or (c)
  above;

            


    

     

    
      	
               
      

            	
              “Pertinent
      Matter”  means:

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      transaction or matter contemplated by, arising out of, or connection with
      a Pertinent Document; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      statement relating to a Pertinent Document or to a transaction or matter
      falling within paragraph (a);

            


    

     

      
and covers any such transaction,
matter or statement, whether entered into, arising or made at  


      
any time before the signing of this Agreement or on or at any time after that
signing;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      “Predelivery Security
Assignment”  means an assignment of the Shipbuilding Contract
and of the Refund Guarantee executed or to be executed by the Borrower in such
form as the Lender may approve or require;

       

      “Quotation
Date”  means, in relation to any Interest Period (or any other
period for which an interest rate is to be determined under any provision of a
Finance Document), the day on which quotations would ordinarily be given by
leading banks in the London Interbank Market for deposits in the currency in
relation to which such rate is to be determined for delivery on the first day of
that Interest Period or other period;

       

      “Reference
Bank”  means National Bank of Greece S.A. acting through its
branch at 75 King William Street, London EC4N 7BE, England;

       

      “Refund
Guarantee”  means, in relation to the Ship, the irrevocable and
unconditional letter of guarantee dated 21 June 2007 issued by the Refund
Guarantor in favour of the Borrower in respect of the instalments payable under
the Shipbuilding Contract in such form as the Lender may approve or
require;

       

      “Refund Guarantor” means The
Export-Import Bank of Korea, a company incorporated in the Republic of Korea or
such other bank or financial institution as the Lender may consent to be the
issuer of a Refund Guarantee;

       

      “Related Company” of a person
means any subsidiary of such person, any company or other entity of which such
person is a subsidiary and any subsidiary of any such company or
entity;

       

      “Relevant
Person”  means the Borrower, any member of the Group, the
Borrower’s Related Companies, any other Security Party and any other Security
Party’s Related Company;

       

      “Repayment
Date”  means a date on which a repayment is required to be made
under Clause 7;

       

      “Requisition
Compensation”  includes all compensation or other moneys
payable by reason of any act or event such as is referred to in paragraph (b) of
the definition of “Total Loss”;

       

      “Retention Account” means an
account in the name of the Borrower with the Lender in Piraeus designated
“Sunray Navigation Inc. - Retention Account”, or any other account (with that or
another office of the Lender) which is designated by the Lender as the Retention
Account for the purposes of this Agreement;

       

      “Retention Account Pledge”
means a pledge agreement creating security of the Retention Account to be
executed by the Borrower in favour of the Lender in such form and terms as the
Lender may approve or require in its sole discretion;

       

      “Secured
Liabilities”  means all liabilities which the Borrower, the
Security Parties or any of them have, at the date of this Agreement or at any
later time or times, under or in connection with any Finance Document or any
judgment relating to any Finance Document; and for this purpose, there shall be
disregarded any total or partial discharge of these liabilities, or variation of
their terms, which is effected by, or in connection with, any bankruptcy,
liquidation, arrangement or other procedure under the insolvency laws of any
country;

       

      “Security
Interest”  means:

       

    

    
      	
               
      

            	
              (a)

            	
              a
      mortgage, charge (whether fixed or floating) or pledge, any maritime or
      other lien or any other security interest of any
  kind;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      security rights of a plaintiff under an action in rem;
    and

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              any
      arrangement entered into by a person (A) the effect of which is to place
      another person (B) in a position which is similar, in economic terms, to
      the position in which B would have been had he held a security interest
      over an asset of A; but this paragraph (c) does not apply to a right of
      set off or combination of accounts conferred by the standard terms of
      business of a bank or financial
institution;

            


    

     

    

      “Security
Party”  means the Borrower, the Corporate Guarantor, the
Approved Manager and any other person who, as a surety or mortgagor, as a party
to any subordination or priorities arrangement, or in any similar capacity,
executes a document falling within the last paragraph of the definition of
“Finance Documents”;

       

      “Security
Period”  means the period commencing on the date of this
Agreement and ending on the date on which the Lender notifies the Borrower and
the Security Parties that:

    

     

    
      	
               
      

            	
              (a)

            	
              all
      amounts which have become due for payment by the Borrower or any other
      Security Party under the Finance Documents have been
  paid;

            


    

     

    
      	
               
      

            	
              (b)

            	
              no
      amount is owing or has accrued (without yet having become due for payment)
      under any Finance Document;

            


    

     

    
      	
               
      

            	
              (c)

            	
              neither
      the Borrower nor any other Security Party has any future or contingent
      liability under Clause 19, 20 or 21 or any other provision of this
      Agreement or another Finance Document;
and

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Lender does not consider that there is a significant risk that any payment
      or transaction under a Finance Document would be set aside, or would have
      to be reversed or adjusted, in any present or possible future bankruptcy
      of the Borrower or a Security Party or in any present or possible future
      proceeding relating to a Finance Document or any asset covered (or
      previously covered) by a Security Interest created by a Finance
      Document;

            


    

     

    
      “Ship”  means the
Handymax product chemical tanker of approximately 37,000 metric tons deadweight
which is to be constructed by the Builder for the Borrower pursuant to the
Shipbuilding Contract currently having Hull No. 2191 and which is to be
purchased by the Borrower and registered, on the Delivery Date in its name under
an Approved Flag in accordance with the laws of the applicable Approved Flag
State;

       

      “Shipbuilding
Contract”  means, the Shipbuilding Contract  dated 15
June 2007 made between the Builder and the Borrower for the construction by the
Builder of the Ship for the Borrower and its purchase by the Borrower (as the
same may be supplemented and amended from time to time;

       

      “Total
Loss”  means:

       

    

    
      	
               
      

            	
              (a)

            	
              actual,
      constructive, compromised, agreed or arranged total loss of the
      Ship;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      expropriation, confiscation, requisition or acquisition of the Ship,
      whether for full consideration, a consideration less than its proper
      value, a nominal consideration or without any consideration, which is
      effected by any government or official authority or by any person or
      persons claiming to be or to represent a government or official authority
      (excluding a requisition for hire for a fixed period not exceeding 1 year
      without any right to an extension) unless it is within 1 month redelivered
      to the Borrower’s full control;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      arrest, capture, seizure or detention of the Ship (including any hijacking
      or theft) unless it is within 1 month redelivered to the Borrower’s full
      control;

            


    

     

      
“Total Loss
Date”  means:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              in
      the case of an actual loss of the Ship, the date on which it occurred or,
      if that is unknown, the date when the Ship was last heard
    of;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of a constructive, compromised, agreed or arranged total loss of
      the Ship, the earliest of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      date on which a notice of abandonment is given to the insurers;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      date of any compromise, arrangement or agreement made by or on behalf of
      the Borrower with the Ship’s insurers in which the insurers agree to treat
      the Ship as a total loss; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      the case of any other type of total loss, on the date (or the most likely
      date) on which it appears to the Lender that the event constituting the
      total loss occurred.

            


    

     

    
      	
              1.2

            	
              Construction of certain
      terms.  In this
Agreement:

            



      “approved”  means,
for the purposes of Clause 12, approved in writing by the
Lender;

       

      “asset”  includes
every kind of property, asset, interest or right, including any present, future
or contingent right to any revenues or other payment;

       

      “company”  includes
any partnership, joint venture and unincorporated association;

       

      “consent” includes an
authorisation, consent, approval, resolution, licence, exemption, filing,
registration, notarisation and legalisation;

       

      “contingent
liability”  means a liability which is not certain to arise
and/or the amount of which remains unascertained;

       

      “document”  includes
a deed; also a letter, fax or telex;

       

      “excess risks”  means
the proportion of claims for general average, salvage and salvage charges not
recoverable under the hull and machinery policies in respect of the Ship in
consequence of its insured value being less than the value at which the Ship is
assessed for the purpose of such claims;

       

      “expense”  means any
kind of cost, charge or expense (including all legal costs, charges and
expenses) and any applicable value added or other tax;

       

      “law”  includes any
order or decree, any form of delegated legislation, any treaty or international
convention and any regulation or resolution of the Council of the European
Union, the European Commission, the United Nations or its security
council;

       

      “legal or administrative
action”  means any legal proceeding or arbitration and any
administrative or regulatory action or investigation;

       

      “liability”  includes
every kind of debt or liability (present or future, certain or contingent),
whether incurred as principal or surety or otherwise;

       

      “months”  shall be
construed in accordance with Clause 1.3;

       

      “obligatory
insurances”  means all insurances effected, or which the
Borrower is obliged to effect, under Clause 12 or any other provision of
this Agreement or another Finance Document;

       

      “person”  includes
any company; any state, political sub-division of a state and local or municipal
authority; and any international organisation;

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      “policy”, in relation to any
insurance, includes a slip, cover note, certificate of entry or other document
evidencing the contract of insurance or its terms;

       

      “protection and indemnity
risks”  means the usual risks covered by a protection and
indemnity association managed in London, including pollution risks and the
proportion (if any) of any sums payable to any other person or persons in case
of collision which are not recoverable under the hull and machinery policies by
reason of the incorporation in them of clause 1 of the Institute Time Clauses
(Hulls)(1/10/83) or (with respect to Insurances commencing on or after
1/11/1995) clause 8 of the Institute Time Clauses (Hulls) (1/11/1995) or the
Institute Amended Running Down Clause (1/10/71) or any equivalent
provision;

       

      “regulation”  includes
any regulation, rule, official directive, request or guideline whether or not
having the force of law of any governmental, intergovernmental or supranational
body, agency, department or regulatory, self-regulatory or other authority or
organisation;

       

      “subsidiary”  has the
meaning given in Clause 1.4;

       

      “successor”  includes
any person who is entitled (by assignment, novation, merger or otherwise) to any
other person’s rights under this Agreement or any other Finance Document (or any
interest in those rights) or who, as administrator, liquidator or otherwise, in
entitled to exercise those rights; and in particular references to a successor
include a person to whom those rights (or any interest in those rights) are
transferred or pass as a result of a merger, division, reconstruction or other
reorganisation of it or any other person;

       

      “tax”  includes any
present or future tax, duty, impost, levy or charge of any kind which is imposed
by any state, any political sub-division of a state or any local or municipal
authority (including any such imposed in connection with exchange controls), and
any connected penalty, interest or fine; and

       

      “war risks”  includes
the risk of mines and all risks excluded by clause 23 of the Institute Time
Clauses (Hulls)(1/10/83) or (with respect to Insurances commencing on or after
1/11/1995) clause 24 of the Institute Time Clauses (Hulls)
(1/11/1995).

       

    

    
      	
              1.3

            	
              Meaning of
      “month”.  A period of one or more “months” ends on the day
      in the relevant calendar month numerically corresponding to the day of the
      calendar month on which the period started (“the numerically corresponding
      day”), but:

            


    

     

    
      	
              (a)

            	
              on
      the Business Day following the numerically corresponding day if the
      numerically corresponding day is not a Business Day or, if there is no
      later Business Day in the same calendar month, on the Business Day
      preceding the numerically corresponding day;
or

            


    

     

    
      	
              (b)

            	
              on
      the last Business Day in the relevant calendar month, if the period
      started on the last Business Day in a calendar month or if the last
      calendar month of the period has no numerically corresponding
      day;

            


    

     

      
and “month” and “monthly” shall be construed
accordingly.

     

    
      	
              1.4

            	
              Meaning of
      “subsidiary”.  A company (S) is a subsidiary of another
      company (P) if:

            


    

     

    
      	
              (a)

            	
              a
      majority of the issued shares in S (or a majority of the issued shares in
      S which carry unlimited rights to capital and income distributions) are
      directly owned by P or are indirectly attributable to P;
  or

            


    

     

    
      	
              (b)

            	
              P
      has direct or indirect control over a majority of the voting rights
      attaching to the issued shares of S;
or

            


    

     

    
      	
              (c)

            	
              P
      has the direct or indirect power to appoint or remove a majority of the
      directors of S; or

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (d)

            	
              P
      otherwise has the direct or indirect power to ensure that the affairs of S
      are conducted in accordance with the wishes of
  P;

            


    

     

       and any company of which S
is a subsidiary is a parent company of S.

    


    
      	
              1.5

            	
              General
      Interpretation.  In this
  Agreement:

            


    

     

    
      	
              (a)

            	
              references
      in Clause 1.1 to a Finance Document or any other document being in the
      form of a particular appendix include references to that form with any
      modifications to that form which the Lender approves or reasonably
      requires;

            


    

     

    
      	
              (b)

            	
              references
      to, or to a provision of, a Finance Document or any other document are
      references to it as amended or supplemented, whether before the date of
      this Agreement or otherwise;

            


    

     

    
      	
              (c)

            	
              references
      to, or to a provision of, any law include any amendment, extension,
      re-enactment or replacement, whether made before the date of this
      Agreement or otherwise;

            


    

     

    
      	
              (d)

            	
              words
      denoting the singular number shall include the plural and vice versa;
      and

            


    

     

    
      	
              (e)

            	
              Clauses
      1.1 to 1.5 apply unless the contrary intention
  appears.

            


    

     

    
      	
              1.6

            	
              Headings.  In
      interpreting a Finance Document or any provision of a Finance Document,
      all clause, sub-clause and other headings in that and any other Finance
      Document shall be entirely
disregarded.

            


    

     

    
      	
              2

            	
              FACILITY

            


    

     

    
      	
              2.1

            	
              Amount of
      facility.  Subject to the other provisions of this
      Agreement the Lender shall make available to the Borrower a loan facility
      of up to $33,176,250 divided into six
Advances.

            


    

     

    
      	
              2.2

            	
              Purpose of
      Loan.  The Borrower undertakes with the Lender to use
      each Advance only for the purpose stated in the preamble to this
      Agreement.

            


    

     

    
      	
              3

            	
              DRAWDOWN

            


    

     

    
      	
              3.1

            	
              Request for
      Advance.  Subject to the following conditions, the
      Borrower may request an Advance to be made by ensuring that the Lender
      receives a completed Drawdown Notice not later than 11.00 a.m. (Athens
      time) 3 Business Days prior to the intended Drawdown
  Date.

            


    

     

    
      	
              3.2

            	
              Availability.  The
      conditions referred to in Clause 3.1 are
  that:

            


    

     

    
      	
              (a)

            	
              a
      Drawdown Date has to be a Business Day during the Availability
      Period;

            


    

     

    
      	
              (b)

            	
              the
      amount of each Advance shall not
exceed:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      the case of the First Advance, an amount up to $3,981,150 to be made
      available to the Borrower for the purpose of refinancing  part
      of the first instalment paid pursuant to the Shipbuilding
      Contract;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the case of the Second Advance, an amount up to $3,981,150 to be made
      available to the Borrower for the purpose of part-financing the second
      instalment payable on the date falling 180 days after the date of the
      Shipbuilding Contract pursuant to the Shipbuilding
    Contract;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              in
      the case of the Third Advance, an amount up to $7,077,600 to be made
      available to the Borrower for the purpose of part-financing the third
      instalment payable pursuant to the Shipbuilding Contract upon
      steel-cutting of the Ship;

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iv)

            	
              in
      the case of the Fourth Advance, an amount up to $7,077,600 to be made
      available to the Borrower for the purpose of part-financing the fourth
      instalment payable pursuant to the Shipbuilding upon the laying of the
      first keel block of the Ship;

            


    

     

    
      	
               
      

            	
              (v)

            	
              in
      the case of the Fifth Advance, an amount up to $5,529,375 to be made
      available to the Borrower for the purpose of part-financing the fifth
      instalment payable pursuant to the Shipbuilding Contract upon launching of
      the Ship; and

            


    

     

    
      	
               
      

            	
              (vi)

            	
              in
      the case of the Sixth Advance, an amount up to $5,529,375 to be made
      available to the Borrower for the purpose, of part-financing the sixth
      instalment payable pursuant to the Shipbuilding Contract upon delivery of
      the Ship,

            


    

     

    
      Provided always that the total
amount of the Loan shall not exceed the lower of (i) $33,176,250, (ii) 75 per
cent. of the Contract Price of the Ship or (iii) 75 per cent. of the Market
Value of the Ship.

    

     

    
      	
              3.3

            	
              Drawdown Notice
      irrevocable.  A Drawdown Notice must be signed by a an
      authorised person of the Borrower; and once served, a Drawdown Notice
      cannot be revoked without the prior consent of the
  Lender.

            


    

     

    
      	
              3.4

            	
              Disbursement of
      Advance.  Subject to the terms of this Agreement, the
      Lender shall on each Drawdown Date make available the relevant Advance to
      the Borrower by paying the proceeds thereof to the Builder which the
      Borrower specifies in the Drawdown Notice (save for the First Advance
      which shall be made available to the Borrower in accordance with Clause
      3.2(b)(i)), and the Borrower hereby unconditionally and irrevocably
      authorises the Lender to make such payment on its
  behalf.

            


    

     

    
      	
              3.5

            	
              Disbursement of Advance to
      third party.  The payment by the Lender under
      Clause 3.4 to the Builder shall constitute the making of an Advance
      and the Borrower shall at that time become indebted, as principal and
      direct obligor, to the Lender in an amount equal to that
      Advance.

            


    

     

    
      	
              4

            	
              INTEREST

            


    

     

    
      	
              4.1

            	
              Payment of normal
      interest.  Subject to the provisions of this Agreement,
      interest on the Loan, in respect of each Interest Period shall be paid by
      the Borrower on the last day of that Interest
  Period.

            


    

     

    
      	
              4.2

            	
              Normal rate of
      interest.  Subject to the provisions of this Agreement,
      the rate of interest on the Loan in respect of an Interest Period shall be
      the aggregate of (a) the applicable Margin and (b) LIBOR for that Interest
      Period.

            


    

     

    
      	
              4.3

            	
              Payment of accrued
      interest.  In the case of an Interest Period longer than
      3 months, accrued interest shall be paid every 3 months during that
      Interest Period and on the last day of that Interest
    Period.

            


    

     

    
      	
              4.4

            	
              Notification of market
      disruption.  The Lender shall promptly notify the
      Borrower if no rate is quoted on Reuters BBA page LIBOR01 or if for any
      reason both the Lender and the Reference Bank is unable to obtain Dollars
      in the London Interbank Market in order to fund the Loan (or any part of
      it) or an Advance during any Interest Period, stating the circumstances
      which have caused such notice to be
given.

            


    

     

    
      	
              4.5

            	
              Suspension of
      drawdown.  If the Lender's notice under Clause 4.4
      is served before an Advance is made, the Lender's obligation to make that
      Advance shall be suspended while the circumstances referred to in the
      Lender's notice continue.

            


    

     

    
      	
              4.6

            	
              Negotiation of alternative rate
      of interest.  If the Lender’s notice under
      Clause 4.4 is served after an Advance is made, the Borrower and the
      Lender shall use reasonable endeavours
to

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

      agree,
within the 30 days after the date on which the Lender serves its notice under
Clause 4.4 (the “Negotiation Period”), an
alternative interest rate or (as the case may be) an alternative basis for the
Lender to fund or continue to fund the Loan during the Interest Period
concerned.

       

    

    
      	
              4.7

            	
              Application of agreed
      alternative rate of interest.  Any alternative interest
      rate or an alternative basis which is agreed during the Negotiation Period
      shall take effect in accordance with the terms
  agreed.

            


    

     

    
      	
              4.8

            	
              Alternative rate of interest in
      absence of agreement.  If an alternative interest rate or
      alternative basis is not agreed within the Negotiation Period, and the
      relevant circumstances are continuing at the end of the Negotiation
      Period, then the Lender shall set an interest period and interest rate
      representing the cost of funding of the Lender in Dollars or in any
      available currency of the Loan plus the applicable Margin; and the
      procedure provided for by this Clause 4.8 shall be repeated if the
      relevant circumstances are continuing at the end of the interest period so
      set by the Lender.

            


    

     

    
      	
              4.9

            	
              Notice of
      prepayment.  If the Borrower does not agree with an
      interest rate set by the Lender under Clause 4.8, the Borrower may
      give the Lender not less than 15 Business Days' notice of its intention to
      prepay at the end of the interest period set by the
  Lender.

            


    

     

    
      	
              4.10

            	
              Prepayment.  A
      notice under Clause 4.9 shall be irrevocable; and on the last
      Business Day of the interest period set by the Lender, the Borrower shall
      prepay (without premium or penalty) the Loan, together with accrued
      interest thereon at the applicable rate plus the applicable
      Margin.

            


    

     

    
      	
              4.11

            	
              Application of
      prepayment.  The provisions of Clause 7 shall apply
      in relation to the prepayment.

            


    

     

    
      	
              5

            	
              INTEREST
      PERIODS

            


    

     

    
      	
              5.1

            	
              Commencement of Interest
      Periods.  The first Interest Period applicable to each
      Advance shall commence on the Drawdown Date relative to that Advance and
      each subsequent Interest Period shall commence on the expiry of the
      preceding Interest Period.

            


    

     

    
      	
              5.2

            	
              Duration of normal Interest
      Periods.  Subject to Clauses 5.3 and 5.4, each
      Interest Period shall be:

            


    

     

    
      	
              (a)

            	
              1,
      3, 6, 9 or 12 months as notified by the Borrower to the Lender not later
      than 11.00 a.m. (Athens time) 3 Business Days before the commencement of
      the Interest Period; or

            


    

     

    
      	
              (b)

            	
              in
      the case of the first Interest Period applicable to the second and each
      subsequent Advance, a period ending on the last day of the then current
      Interest Period for that Advance, whereupon all of the Advances shall be
      consolidated and treated as a single
Advance;

            


    

     

    
      	
              (c)

            	
              3
      months, if the Borrower fails to notify the Lender by the time specified
      in paragraph (a); or

            


    

     

    
      	
              (d)

            	
              such
      other period as the Lender may agree with the
  Borrower.

            


    

     

    
      	
              5.3

            	
              Duration of Interest Periods
      for repayment instalments.  In respect of an amount due
      to be repaid under Clause 7 on a particular Repayment Date, an
      Interest Period shall end on that Repayment
  Date.

            


    

     

    
      	
              5.4

            	
              Non-availability of matching
      deposits for Interest Period selected.  If, after the
      Borrower has selected and the Lender has agreed an Interest Period longer
      than 3 months, the Lender notifies the Borrower by 11.00 a.m. (Athens
      time) on the third Business Day before the commencement of the Interest
      Period that it is not satisfied that deposits in Dollars for
    a

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              period
      equal to the Interest Period will be available to it in the London
      Interbank Market when the Interest Period commences, the Interest Period
      shall be of 3 months duration.

            


    

     


    
      	
              6

            	
              DEFAULT
      INTEREST

            


    

     

    
      	
              6.1

            	
              Payment of default interest on
      overdue amounts.  If the Borrower fails to pay any sum
      (including, without limitation, any sum payable pursuant to this Clause
      6.1) on its due date for payment under any of the Finance Documents, the
      Borrower shall pay interest on such sum on demand from the due date up to
      the date of actual payment (as well after as before judgment) at a rate
      determined by the Lender, on the due date for payment and thereafter on 30
      June and 31 December in each calendar year.  Each of such
      periods for the calculation of interest (other than the first, which shall
      commence on the due date for payment) shall commence on the last day of
      the preceding period.  The rate of interest applicable to each
      such period shall be the aggregate (as determined by the Lender) of (a)
      three per cent. (3%) per annum  and (b) LIBOR for such period.
      Such interest shall be due and payable on 30 June and 31 December in each
      calendar year and each such day shall, for the purposes of this Agreement,
      be treated as the final day of an Interest Period in respect of that
      amount. The Borrower hereby specifically acknowledges and agrees that the
      rate of default interest payable pursuant to this Clause 6.1 on any amount
      which is not paid on its due date shall be the aggregate (as determined by
      the Lender ) of (a) three per cent. (3%) per annum and (b) LIBOR for the
      relevant period and that such interest shall also be determined and
      payable on 30 June and 31 December in each calendar year.  If,
      for the reasons specified in Clause 4.4, the Lender is unable to determine
      a rate in accordance with the foregoing provisions of this Clause 6.1,
      interest on any sum not paid on its due date for payment shall be
      calculated at a rate determined by the Lender to be three per cent. (3%)
      per annum above the  cost of funds to the
  Lender.

            


    

     

    
      	
              7

            	
              REPAYMENT
      AND PREPAYMENT

            


    

     

    
      	
              7.1

            	
              Amount of repayment
      instalments.  The Borrower shall repay the Loan
      by:

            


    

     

    
      	
              (a)

            	
              40
      equal consecutive three-monthly instalments of $497,650, each;
      and

            


    

     

    
      	
              (b)

            	
              a
      balloon instalment of $13,270,250 (the “Balloon
      Instalment”),

            


    

     

    
      Provided that if the principal
amount of the Loan drawn down by the Borrower is less than $33,176,250 each
repayment instalment and the Balloon Instalment shall be reduced pro rata by an
amount in aggregate equal to such undrawn amount.

       

    

    
      	
              7.2

            	
              Repayment
      Dates.  The first repayment instalment of in respect of
      the Loan shall be repaid the earlier of (i) on the date falling 3 months
      after the Drawdown Date of the Sixth Advance and (ii) 29 July 2011 and
      each subsequent repayment instalment shall be repaid at 3-monthly
      intervals thereafter and the last repayment instalment, together with the
      Balloon Instalment, shall be repaid on the date falling on the earlier of
      (a) the tenth anniversary of the Drawdown Date of the Sixth Advance and
      (b) the Final Maturity Date.

            


    

     

    
      	
              7.3

            	
              Final Repayment
      Date.  On the final Repayment Date, the Borrower shall
      additionally pay to the Lender for the account of the Lender all other
      sums then accrued or owing under any Finance
  Document.

            


    

     

    
      	
              7.4

            	
              Voluntary
      prepayment.  Subject to the following conditions, the
      Borrower may prepay the whole or any part of the Loan on the last day of
      an Interest Period without penalty or premium pursuant to Clause
      7.8.

            


    

     

    
      	
              7.5

            	
              Conditions for voluntary
      prepayment.  The conditions referred to in
      Clause 7.4 are that:

            


    

     

    
      	
              (a)

            	
              a
      partial prepayment shall be $100,000 or a multiple thereof or any other
      amount mutually agreed between the Borrower and the
  Lender;

            


    

     

    
      	
              (b)

            	
              the
      Lender has received from the Borrower at least 10 days’ prior written
      notice specifying the amount to be prepaid and the date on which the
      prepayment is to be made;

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (c)

            	
              the
      Borrower has provided evidence satisfactory to the Lender that any consent
      required by the Borrower or any other Security Party in connection with
      the prepayment has been obtained and remains in force, and that any
      regulation relevant to this Agreement which affects the Borrower or any
      other Security Party has been complied
with.

            


    

     

    
      	
              7.6

            	
              Effect of notice of
      prepayment.  A prepayment notice may not be withdrawn or
      amended without the consent of the Lender and the amount specified in the
      prepayment notice shall become due and payable by the Borrower on the date
      for prepayment specified in the prepayment
  notice.

            


    

     

    
      	
              7.7

            	
              Mandatory
      prepayment.  The Borrower shall be obliged to prepay the
      whole of the Loan:

            


    

     

    
      	
              (a)

            	
              if
      the Borrower transfers, assigns or novates its rights and/or obligations
      under the Shipbuilding Contract to which it is a party or enters into an
      agreement before the Delivery Date, on or before the date on which such
      transfer, assignment or novation takes effect or, as the case may be, the
      date on which the agreement to sell the Ship becomes effective;
      or

            


    

     

    
      	
              (b)

            	
              if
      the Ship is sold, on or before the date on which the sale is completed by
      delivery of the Ship to the buyer;
or

            


    

     

    
      	
              (c)

            	
              if
      the Ship becomes a Total Loss, on the earlier of the date falling 180 days
      after the Total Loss Date and the date of receipt by the Lender of the
      proceeds of insurance relating to such Total Loss;
  or

            


    

     

    
      	
              (d)

            	
              if
      any of the following occurs, on demand by the
  Lender:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      of the events specified in Article XI of the Shipbuilding Contract occurs;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              either
      the Shipbuilding Contract or the Refund Guarantee is cancelled,
      terminated, rescinded or suspended or otherwise ceases to remain in force
      for any reason; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Shipbuilding Contract is amended or varied without the prior written
      consent of the Lender except for any such amendment or variation as is
      permitted by this Agreement or any other relevant Finance Document;
      or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Ship has not for any reason been delivered to, and accepted by, the
      Borrower under the Shipbuilding Contract by the end of the Availability
      Period; or

            


    

     

    
      	
               
      

            	
              (v)

            	
              there
      is a change in the ultimate beneficial legal ownership or control of the
      Borrower from that disclosed to the Lender on or before the date of this
      Agreement.

            


    

     

    
      	
              7.8

            	
              Amounts payable on
      prepayment.  A prepayment shall be made together with
      accrued interest (and any other amount payable under Clause 20 or
      otherwise) in respect of the amount prepaid and, if the prepayment is not
      made on the last day of an Interest Period together with any sums payable
      under Clause 20.1(b) but without premium or
  penalty.

            


    

     

    
      	
              7.9

            	
              Application of partial
      prepayment.  Each partial prepayment shall be applied
      pro-rata against the then outstanding repayment instalments referred to in
      Clause 7.1 and the Balloon
Instalment.

            


    

     

    
      	
              7.10

            	
              No
      reborrowing.  No amount prepaid may be
      reborrowed.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              8

            	
              CONDITIONS
      PRECEDENT

            


    

     

    
      	
              8.1

            	
              Documents, fees and no
      default.  Each Lender’s obligation to make available a
      Advance is subject to the following conditions
  precedent:

            


    

     

    
      	
              (a)

            	
              that,
      on or before service of the Drawdown Notice in respect of the First
      Advance, the Lender receives the documents described in Part A of Schedule
      2 in form and substance satisfactory to it and its
  lawyers;

            


    

     

    
      	
              (b)

            	
              that,
      on or before the Drawdown Date in respect of each of the Second, Third,
      Fourth and Fifth Advances, the Lender receives the documents described in
      Part B of Schedule 2 in a form and substance satisfactory to it and its
      lawyers;

            


    

     

    
      	
              (c)

            	
              that
      on or before the Drawdown Date in respect of the Sixth Advance, the Lender
      receives the documents described in Part C of Schedule 2 (save for the
      documents described in paragraphs 1 and 2 in Part C of Schedule 2 which
      shall be delivered by the Borrower to the Lender on the Delivery
      Date),  in a form and substance satisfactory to it and its
      lawyers;

            


    

     

    
      	
              (d)

            	
              that,
      on or before service of each Drawdown Notice the Lender has received all
      accrued commitment commission due and payable pursuant to Clause
      19.1;

            


    

     

    
      	
              (e)

            	
              that,
      on or before service of the Drawdown Notice in respect of the first
      Advance, the Lender has received the arrangement fee referred to in Clause
      19.1;

            


    

     

    
      	
              (f)

            	
              that
      both at the date of each Drawdown Notice and at each Drawdown
      Date:

            


    

     

    
      	
               
      

            	
              (i)

            	
              no
      Event of Default has occurred and is continuing or would result from the
      borrowing of the relevant Advance;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      representations and warranties in Clause 9.1 and those of the
      Borrower or any other Security Party which are set out in the other
      Finance Documents would be true and not misleading if repeated on each of
      those dates with reference to the circumstances then
    existing;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              none
      of the circumstances contemplated by Clause 4.4 has occurred and is
      continuing; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              there
      has been no material adverse change in the financial position, state of
      affairs or prospects of the Borrower, any other Security Party or any
      member of the Group, in the light of which the Lender considers that there
      is a significant risk that the Borrower or any other Security Party will
      later become, unable to discharge its liabilities under the Finance
      Documents to which it is a party as they fall due;
  and

            


    

     

    
      	
              (g)

            	
              that,
      if the ratio set out in Clause 14.1 were applied immediately
      following the making of the Sixth Advance, the Borrower would not be
      obliged to provide additional security or prepay part of the Loan under
      that Clause; and

            


    

     

    
      	
              (h)

            	
              that
      the Lender has received, and found to be acceptable to it, any further
      opinions, consents, agreements and documents in connection with the
      Finance Documents which the Lender may request by notice to the Borrower
      prior to the relevant Drawdown
Date.

            


    

     

    
      	
              8.2

            	
              Waivers of conditions
      precedent.  If the Lender, at its discretion, permits an
      Advance to be borrowed before certain of the conditions referred to in
      Clause 8.1 are satisfied, the Borrower shall ensure that those
      conditions are satisfied within 5 Business Days after the relevant
      Drawdown Date (or such longer period as the Lender may
      specify).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              9

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    
      	
              9.1

            	
              General.  The
      Borrower represents and warrants to the Lender as
  follows.

            


    

     

    
      	
              9.2

            	
              Status.  The
      Borrower is duly incorporated and validly existing and in good standing
      under the laws of the Republic of the Marshall
  Islands.

            


    

     

    
      	
              9.3

            	
              Share capital and
      ownership.  The Borrower has an authorised share capital
      divided into 500 registered shares of $0.01 each, all of which shares have
      been issued in registered form and the legal title and beneficial
      ownership of all those shares is held free of any Security Interest or
      other claim by the Corporate
Guarantor.

            


    

     

    
      	
              9.4

            	
              Corporate
      power.  The Borrower has the corporate capacity, and has
      taken all corporate action and obtained all consents necessary for
      it:

            


    

     

    
      	
              (a)

            	
              to
      execute the Shipbuilding Contract and any addenda
  thereto;

            


    

     

    
      	
              (b)

            	
              to
      purchase and pay for the Ship and register the Ship in its name under an
      Approved Flag;

            


    

     

    
      	
              (c)

            	
              to
      execute the Finance Documents to which the Borrower is a party;
      and

            


    

     

    
      	
              (d)

            	
              to
      borrow under this Agreement and to make all the payments contemplated by,
      and to comply with, those Finance Documents to which the Borrower is a
      party.

            


    

     

    
      	
              9.5

            	
              Consents in
      force.  All the consents referred to in Clause 9.4
      remain in force and nothing has occurred which makes any of them liable to
      revocation.

            


    

     

    
      	
              9.6

            	
              Legal validity; effective
      Security Interests.  The Finance Documents to which the
      Borrower is a party, do now or, as the case may be, will, upon execution
      and delivery (and, where applicable, registration as provided for in the
      Finance Documents):

            


    

     

    
      	
              (a)

            	
              constitute
      the Borrower’s legal, valid and binding obligations enforceable against
      the Borrower in accordance with their respective terms;
  and

            


    

     

    
      	
              (b)

            	
              create
      legal, valid and binding Security Interests enforceable in accordance with
      their respective terms over all the assets to which they, by their terms,
      relate,

            


    

     

      
subject to any relevant insolvency laws affecting creditors’ rights
generally.

     

    
      	
              9.7

            	
              No third party Security
      Interests.  Without limiting the generality of
      Clause 9.6, at the time of the execution and delivery of each Finance
      Document:

            


    

     

    
      	
              (a)

            	
              the
      Borrower will have the right to create all the Security Interests which
      that Finance Document purports to create;
and

            


    

     

    
      	
              (b)

            	
              no
      third party will have any Security Interest or any other interest, right
      or claim over, in or in relation to any asset to which any such Security
      Interest, by its terms, relates.

            


    

     

    
      	
              9.8

            	
              No
      conflicts.  The execution by the Borrower of each Finance
      Document and the borrowing by the Borrower of the Loan, and the Borrower’s
      compliance with each Finance Document will not involve or lead to a
      contravention of:

            


    

     

    
      	
              (a)

            	
              any
      law or regulation; or

            


    

     

    
      	
              (b)

            	
              the
      constitutional documents of the Borrower;
or

            


    

     

    
      	
              (c)

            	
              any
      contractual or other obligation or restriction which is binding on the
      Borrower or any of its assets.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              9.9

            	
              No withholding
      taxes.  All payments which the Borrower is liable to make
      under the Finance Documents may be made without deduction or withholding
      for or on account of any tax payable under any law of any Pertinent
      Jurisdiction.

            


    

     

    
      	
              9.10

            	
              No
      default.  No Event of Default has occurred and is
      continuing.

            


    

     

    
      	
              9.11

            	
              Information.  All
      information which has been provided in writing by or on behalf of the
      Borrower or any other Security Party to the Lender in connection with any
      Finance Document satisfied the requirements of Clause 10.5; all
      accounts which have been so provided satisfied the requirements of
      Clause 10.7; and there has been no material adverse change in the
      financial position or state of affairs of either the Borrower or any
      member of the Group which may (in the opinion of the Lender) affect the
      ability of the Borrower or any other Security Party to comply with the
      terms of and/or perform its obligations under this Agreement and the
      Financial Documents.

            


    

     

    
      	
              9.12

            	
              No
      litigation.  No legal or administrative action involving
      the Borrower (including, without limitation, any action relating to any
      alleged or actual breach of the ISM Code and the ISPS Code and/or any
      action relating to the Shipbuilding Contract to which it is a party) has
      been commenced or taken or, to the Borrower’s knowledge, is likely to be
      commenced or taken which, in either case, would be likely to have a
      material adverse effect on the Borrower’s financial position or
      profitability.

            


    

     

    
      	
              9.13

            	
              Validity and completeness of
      Shipbuilding Contract. The Shipbuilding Contract constitutes valid,
      binding and enforceable obligations of the Builder and the Borrower
      respectively in accordance with its terms;
and:

            


    

     

    
      	
              (a)

            	
              the
      copy of the Shipbuilding Contract delivered to the Lender before the date
      of this Agreement is a true and complete copy;
  and

            


    

     

    
      	
              (b)

            	
              no
      amendments or additions to the Shipbuilding Contract have been agreed nor
      has the Borrower waived any of its rights under the Shipbuilding
      Contract.

            


    

     

    
      	
              9.14

            	
              No rebates
      etc.  There is no agreement or understanding to allow or
      pay any rebate, premium, commission, discount or other benefit or payment
      (howsoever described) to the Borrower, the Builder or a third party in
      connection with the purchase of the Ship, other than as disclosed to the
      Lender in writing on or prior to the date of this
    Agreement.

            


    

     

    
      	
              9.15

            	
              Compliance with certain
      undertakings.  At the date of this Agreement, the
      Borrower is in compliance with Clauses 10.2, 10.4, 10.9 and
      10.13.

            


    

     

    
      	
              9.16

            	
              Taxes
      paid.  The Borrower has paid all taxes applicable to, or
      imposed on or in relation to the Borrower, its business or the
      Ship.

            


    

     

    
      	
              9.17

            	
              ISO 9002.  The
      Borrower will, once it is required to do so by law, obtain ISO 9002
      certification.

            


    

     

    
      	
              9.18

            	
              ISM Code and ISPS Code
      compliance.  All requirements of the ISM Code and the
      ISPS Code as they relate to the Borrower, the Approved Manager and the
      Ship have been complied with.

            


    

     

    
      	
              9.19

            	
              No money
      laundering.  Without prejudice to the generality of
      Clause 2.2, in relation to the borrowing by the Borrower of the Loan, the
      performance and discharge of its obligations and liabilities under the
      Finance Documents, and the transactions and other arrangements effected or
      contemplated by the Finance Documents to which the Borrower is a party,
      the Borrower confirms (i) that it is acting for its own account, (ii) that
      it will use the proceeds of the Loan for its own benefit, under its full
      responsibility and exclusively for the purposes specified in this
      Agreement and (iii) that the foregoing will not involve or lead to
      contravention of any

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      law,
official requirement or other regulatory measure or procedure implemented to
combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC)
of the Council of the European Communities).

       

    

    
      	
              10

            	
              GENERAL
      UNDERTAKINGS

            


    

     

    
      	
              10.1

            	
              General.  The
      Borrower undertakes with the Lender to comply with the following
      provisions of this Clause 10 at all times during the Security Period,
      except as the Lender may otherwise
permit.

            


    

     

    
      	
              10.2

            	
              Title; negative
      pledge.  The Borrower
will:

            


    

     

    
      	
              (a)

            	
              hold
      the legal title to, and own the entire beneficial interest in the Ship,
      the Insurances and Earnings, free from all Security Interests and other
      interests and rights of every kind, except for those created by the
      Finance Documents and the effect of assignments contained in the Finance
      Document;

            


    

     

    
      	
              (b)

            	
              not
      create or permit to arise any Security Interest over any other asset,
      present or future; and

            


    

     

    
      	
              (c)

            	
              procure
      that its liabilities under the Finance Documents to which it is party do
      and will rank at least pari passu with all other present and future
      insecured liabilities, except for Liabilities which are mandatorily
      preferred by law.

            


    

     

    
      	
              10.3

            	
              No disposal of
      assets.  The Borrower will not transfer, lease or
      otherwise dispose of:

            


    

     

    
      	
              (a)

            	
              all
      or a substantial part of its assets, whether by one transaction or a
      number of transactions, whether related or not;
  or

            


    

     

    
      	
              (b)

            	
              any
      debt payable to it or any other right (present, future or contingent
      right) to receive a payment, including any right to damages or
      compensation if any such debt or debts exceeds in any calendar year,
      $200,000 (or the equivalent in any other currency) in
      aggregate.

            


    

     

    
      	
              10.4

            	
              No other liabilities or
      obligations to be incurred.  The Borrower will not incur
      any liability or obligation, including, without limitation, any Financial
      Indebtedness, except liabilities and obligations under the Shipbuilding
      Contract and the Finance Documents which it is a party and liabilities or
      obligations reasonably incurred in the ordinary course of operating and
      chartering the Ship.

            


    

     

    
      	
              10.5

            	
              Information provided to be
      accurate.  All financial and other information which is
      provided in writing by or on behalf of the Borrower under or in connection
      with any Finance Document will be true and not misleading and will not
      omit any material fact or
consideration.

            


    

     

    
      	
              10.6

            	
              Provision of financial
      statements.  The Borrower will send (or procure there are
      sent) to the Lender:

            


    

     

    
      	
              (a)

            	
              as
      soon as possible, but in no event later than 6 months after the end of
      each financial year of the Borrower, its audited individual
      accounts;

            


    

     

    
      	
              (b)

            	
              promptly
      following the request of the Lender, the audited consolidated financial
      statements of the Group; and

            


    

     

    
      	
              (c)

            	
              upon
      receipt of the Lender’s request, information with respect to the financial
      standing, commitments, operations and performance of the Borrower, the
      other members of the Group and the
Ship.

            


    

     

    
      	
              10.7

            	
              Form of financial
      statements.  All accounts delivered under
      Clause 10.6 will:

            


    

     

    
      	
              (a)

            	
              be
      prepared in accordance with all applicable laws and
  GAAP;

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              give
      a true and fair view of the state of affairs of the Borrower or, as the
      case may be, the Group at the date of those financial statements and of
      their profit for the period to which those accounts relate;
      and

            


    

     

    
      	
              (c)

            	
              fully
      disclose or provide for all significant liabilities of the Borrower or, as
      the case may be, the Group.

            


    

     

    
      	
              10.8

            	
              Shareholder and creditor
      notices.  In case of an Event of Default, the Borrower
      will send the Lender, at the same time as they are despatched, copies of
      all communications which are despatched to the Borrower’s shareholders or
      creditors or any class of them.

            


    

     

    
      	
              10.9

            	
              Consents.  The
      Borrower will maintain in force and promptly obtain or renew, and will
      promptly send certified copies to the Lender of, all consents
      required:

            


    

     

    
      	
              (a)

            	
              for
      the Borrower to perform its obligations under any Finance Document and the
      Shipbuilding Contract;

            


    

     

    
      	
              (b)

            	
              for
      the validity or enforceability of any Finance Document and the
      Shipbuilding Contract;

            


    

     

    
      	
              (c)

            	
              for
      the Borrower to continue to own and operate the
  Ship,

            


    

     

      
and the Borrower will comply with the terms of all such consents.

     

    
      	
              10.10

            	
              Maintenance of Security
      Interests.  The Borrower
will:

            


    

     

    
      	
              (a)

            	
              at
      its own cost, do all that it reasonably can to ensure that any Finance
      Document validly creates the obligations and the Security Interests which
      it purports to create; and

            


    

     

    
      	
              (b)

            	
              without
      limiting the generality of paragraph (a), at its own cost, promptly
      register, file, record or enrol any Finance Document with any court or
      authority in all Pertinent Jurisdictions, pay any stamp, registration or
      similar tax in all Pertinent Jurisdictions in respect of any Finance
      Document, give any notice or take any other step which may be or become
      necessary or desirable for any Finance Document to be valid, enforceable
      or admissible in evidence or to ensure or protect the priority of any
      Security Interest which it creates.

            


    

     

    
      	
              10.11

            	
              Notification of
      litigation.  The Borrower will provide the Lender with
      details of any legal or administrative action involving the Borrower, any
      other Security Party, or the Ship, the Earnings or the Insurances as soon
      as such action is instituted or it becomes apparent to the Borrower that
      it is likely to be instituted, unless it is clear that the legal or
      administrative action cannot be considered material in the context of any
      Finance Document.

            


    

     

    
      	
              10.12

            	
              No amendment to Shipbuilding
      Contracts.  The Borrower will not agree to any amendment,
      variation or supplement to, or waive or fail to enforce, the Shipbuilding
      Contract or any of the provisions
thereof.

            


    

     

    
      	
              10.13

            	
              Principal place of
      business.  The Borrower will maintain its place of
      business, and keep its corporate documents and records, at the address
      stated at Clause 27.2(a); and will not establish, or do anything as a
      result of which it would be deemed to have a place of business in any
      country other than the Republic of the Marshall Islands and/or Greece.
      

            


    

     

    
      	
              10.14

            	
              Confirmation of no
      default.  The Borrower will, within 3 Business Days after
      service by the Lender of a written request, serve on the Lender a notice
      which is signed by 2 directors of the Borrower and
  which:

            


    

     

    
      	
              (a)

            	
              states
      that no Event of Default has occurred;
or

            


    

     

    
      	
              (b)

            	
              states
      that no Event of Default has occurred, except for a specified event or
      matter, of which all material details are
given.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              10.15

            	
              Notification of
      default.  The Borrower will notify the Lender as soon as
      it becomes aware of:

            


    

     

    
      	
              (a)

            	
              the
      occurrence of an Event of Default;
or

            


    

     

    
      	
              (b)

            	
              any
      matter which indicates that an Event of Default may have
      occurred,

            


    

     

      
and will keep the Lender fully up-to-date with all developments.

     

    
      	
              10.16

            	
              Ownership.  The
      Borrower shall procure that there is no change in the legal or beneficial
      ownership of the shares in the Borrower throughout the Security Period, or
      any change in the management of the
Borrower.

            


    

     

    
      	
              10.17

            	
              Provision of further
      information.  The Borrower will, as soon as practicable
      after receiving the request, provide the Lender with any additional
      financial or other information relating
to:

            


    

     

    
      	
              (a)

            	
              the
      Borrower, the Ship, the Shipbuilding Contract, the Earnings or the
      Insurances; or

            


    

     

    
      	
              (b)

            	
              any
      other matter relevant to, or to any provision of, a Finance Document;
      and

            


    

     

    
      	
              (c)

            	
              which
      may be requested by the Lender at any
time.

            


    

     

    
      	
              11

            	
              CORPORATE
      UNDERTAKINGS

            


    

     

    
      	
              11.1

            	
              General.  The
      Borrower also undertakes with the Lender to comply with the following
      provisions of this Clause 11 at all times during the Security Period
      except as the Lender may otherwise
permit.

            


    

     

    
      	
              11.2

            	
              Maintenance of
      status.  The Borrower will maintain its separate
      corporate existence and remain in good standing under the laws of the
      Republic of the Marshall Islands.

            


    

     

    
      	
              11.3

            	
              Negative
      undertakings.  The Borrower will
  not:

            


    

     

    
      	
              (a)

            	
              carry
      on any business other than the ownership, chartering and operation of the
      Ship; or

            


    

     

    
      	
              (b)

            	
              without
      the Lender’s prior written consent in case an Event of Default has
      occurred, pay any dividend or make any other form of distribution or
      effect any form of redemption, purchase or return of share capital;
      or

            


    

     

    
      	
              (c)

            	
              provide
      any form of credit or financial assistance
to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      person who is directly or indirectly interested in the Borrower’s share or
      loan capital; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      company in or with which such a person is directly or indirectly
      interested or connected;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              or
      enter into any transaction with or involving such a person or company on
      terms which are, in any respect, less favourable to the Borrower than
      those which it could obtain in a bargain made at arms’
    length;

            


    

     

    
      	
              (d)

            	
              other
      than the Earnings Account and the Retention Account, open or maintain any
      account with any bank or financial institution except accounts with the
      Lender for the purposes of the Finance
  Documents;

            


    

     

    
      	
              (e)

            	
              issue,
      allot or grant any person a right to any shares in its capital or
      repurchase or reduce its issued share
capital;

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (f)

            	
              acquire
      any shares or other securities other than US or UK Treasury bills and
      certificates of deposit issued by major North American or European banks,
      or enter into any transaction in a
derivative;

            


    

     

    
      	
              (g)

            	
              enter
      into any form of amalgamation, merger or de-merger or any form of
      reconstruction or reorganisation;
or

            


    

     

    
      	
              (h)

            	
              acquire
      any vessel other than the Ship.

            


    

     

    
      	
              12

            	
              INSURANCE

            


    

     

    
      	
              12.1

            	
              General.  The
      Borrower also undertakes with the Lender to comply with the following
      provisions of this Clause 12 at all times during the Security Period
      (after the Ship has been delivered to it under the Shipbuilding Contract
      or under any other applicable agreement) except as the Lender may
      otherwise permit.

            


    

     

    
      	
              12.2

            	
              Maintenance of obligatory
      insurances.  The Borrower shall keep the Ship insured at
      its expense against:

            


    

     

    
      	
              (a)

            	
              fire
      and usual marine risks (including hull and machinery and excess
      risks);

            


    

     

    
      	
              (b)

            	
              war
      risks;

            


    

     

    
      	
              (c)

            	
              protection
      and indemnity risks; and

            


    

     

    
      	
              (d)

            	
              any
      other risks against which the Lender considers, having regard to practices
      and other circumstances prevailing at the relevant time, it would in the
      opinion of the Lender be reasonable for the Borrower to insure and which
      are specified by the Lender by notice to the
  Borrower.

            


    

     

    
      	
              12.3

            	
              Terms of obligatory
      insurances.  The Borrower shall effect such
      insurances:

            


    

     

    
      	
              (a)

            	
              in
      Dollars;

            


    

     

    
      	
              (b)

            	
              in
      the case of fire and usual marine risks and war risks, in an amount on an
      agreed value basis of at least the greater of (i) an amount equal to 130
      per cent. of the Loan and (ii) the Market Value of the Ship;
      and

            


    

     

    
      	
              (c)

            	
              in
      the case of oil pollution liability risks, for an aggregate amount equal
      to the highest level of cover from time to time available under basic
      protection and indemnity club entry and in the international marine
      insurance market (currently
$1,000,000,000);

            


    

     

    
      	
              (d)

            	
              in
      relation to protection and indemnity risks, in respect of the full tonnage
      of the Ship owned by it;

            


    

     

    
      	
              (e)

            	
              on
      approved terms; and

            


    

     

    
      	
              (f)

            	
              through
      approved brokers and with approved insurance companies and/or underwriters
      or, in the case of war risks and protection and indemnity risks, in
      approved war risks and protection and indemnity risks
      associations.

            


    

     

    
      	
              12.4

            	
              Further protections for the
      Lender.  In addition to the terms set out in
      Clause 12.3, the Borrower shall procure that the obligatory
      insurances shall:

            


    

     

    
      	
              (a)

            	
              whenever
      the Lender requires name (or be amended to name) the Lender as additional
      named assured for its rights and interests, warranted no operational
      interest and with full waiver of rights of subrogation against the Lender,
      but without the Lender thereby being liable to
  pay

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


      
(but having the right to pay) premiums, calls or other assessments in respect of
such insurance;

     

    
      	
              (b)

            	
              name
      the Lender as loss payee with such directions for payment as the Lender
      may specify;

            


    

     

    
      	
              (c)

            	
              provide
      that all payments by or on behalf of the insurers under the obligatory
      insurances to the Lender shall be made without set-off, counterclaim or
      deductions or condition whatsoever;

            


    

     

    
      	
              (d)

            	
              provide
      that the insurers shall waive, to the fullest extent permitted by English
      law, their entitlement (if any) (whether by statute, common law, equity,
      or otherwise) to be subrogated to the rights and remedies of the Lender in
      respect of any rights or interests (secured or not) held by or available
      to the Lender in respect of the Secured Liabilities, until the Secured
      Liabilities shall have been fully repaid and discharged, except that the
      insurers shall not be restricted by the terms of this paragraph (d) from
      making personal claims against persons (other than the Borrower or the
      Lender) in circumstances where the insurers have fully discharged their
      liabilities and obligations under the relevant obligatory
      insurances;

            


    

     

    
      	
              (e)

            	
              provide
      that such obligatory insurances shall be primary without right of
      contribution from other insurances which may be carried by the
      Lender;

            


    

     

    
      	
              (f)

            	
              provide
      that the Lender may make proof of loss if the Borrower fails to do
      so;

            


    

     

    
      	
              (g)

            	
              provide
      that if any obligatory insurance is cancelled, or if any substantial
      change is made in the coverage which adversely affects the interest of the
      Lender, or if any obligatory insurance is allowed to lapse for non-payment
      of premium, such cancellation, charge or lapse shall not be effective with
      respect to the Lender for 30 days (or 7 days in the case of war risks)
      after receipt by the Lender of prior written notice from the insurers of
      such cancellation, change or lapse.

            


    

     

    
      	
              12.5

            	
              Renewal of obligatory
      insurances.  The Borrower
  shall:

            


    

     

    
      	
              (a)

            	
              at
      least 21 days before the expiry of any obligatory
    insurance:

            


    

     

    
      	
               
      

            	
              (i)

            	
              notify
      the Lender of the brokers (or other insurers) and any protection and
      indemnity or war risks association through or with whom the Borrower
      proposes to renew that obligatory insurance and of the proposed terms of
      renewal; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      case of any substantial change in the obligatory insurance, obtain the
      Lender's approval to the matters referred to in paragraph
    (i);

            


    

     

    
      	
              (b)

            	
              at
      least 14 days before the expiry of any obligatory insurance, renew that
      obligatory insurance in accordance with the Lender's approval pursuant to
      paragraph (a); and

            


    

     

    
      	
              (c)

            	
              procure
      that the approved brokers and/or the war risks and protection and
      indemnity associations with which such a renewal is effected shall
      promptly after the renewal notify the Lender in writing of the terms and
      conditions of the renewal.

            


    

     

    
      	
              12.6

            	
              Copies of policies; letters of
      undertaking.  The Borrower shall ensure that all approved
      brokers provide the Lender with pro forma copies of all policies relating
      to the obligatory insurances which they are to effect or renew and of a
      letter or letters or undertaking in a form required by the Lender and
      including undertakings by the approved brokers
  that:

            


    

     

    
      	
              (a)

            	
              they
      will have endorsed on each policy, immediately upon issue, a loss payable
      clause and a notice of assignment complying with the provisions of
      Clause 12.4;

            


    

     

    
      	
              (b)

            	
              they
      will hold such policies, and the benefit of such insurances, to the order
      of the Lender in accordance with the said loss payable
    clause;

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (c)

            	
              they
      will advise the Lender immediately of any material change to the terms of
      the obligatory insurances;

            


    

     

    
      	
              (d)

            	
              they
      will notify the Lender in writing, not less than 14 days before the expiry
      of the obligatory insurances, in the event of their not having received
      notice of renewal instructions from the Borrower or its agents and, in the
      event of their receiving instructions to renew, they will promptly notify
      the Lender of the terms of the instructions;
and

            


    

     

    
      	
              (e)

            	
              they
      will not set off against any sum recoverable in respect of a claim
      relating to the Ship under such obligatory insurances any premiums or
      other amounts due to them or any other person whether in respect of the
      Ship or otherwise, they waive any lien on the policies (including, without
      limitation, any fleet lien), or any sums received under them, which they
      might have in respect of such premiums or other amounts, and they will not
      cancel such obligatory insurances by reason of non-payment of such
      premiums or other amounts, and will arrange for a separate policy to be
      issued in respect of the Ship forthwith upon being so requested by the
      Lender.

            


    

     

    
      	
              12.7

            	
              Copies of certificates of
      entry.  The Borrower shall ensure that any protection and
      indemnity and/or war risks associations in which the Ship is entered
      provides the Lender with:

            


    

     

    
      	
              (a)

            	
              a
      certified copy of the certificate of entry for the
  Ship;

            


    

     

    
      	
              (b)

            	
              a
      letter or letters of undertaking in such form as may be required by the
      Lender;

            


    

     

    
      	
              (c)

            	
              where
      required to be issued under the terms of insurance/indemnity provided by
      the Borrower's protection and indemnity association, a certified copy of
      each United States of America voyage quarterly declaration (or other
      similar document or documents) made by the Borrower in relation to the
      Ship in accordance with the requirements of such protection and indemnity
      association; and

            


    

     

    
      	
              (d)

            	
              a
      certified copy of each certificate of financial responsibility for
      pollution by oil or other Environmentally Sensitive Material issued by the
      relevant certifying authority in relation to the
  Ship.

            


    

     

    
      	
              12.8

            	
              Deposit of original
      policies.  The Borrower shall ensure that all policies
      relating to obligatory insurances are deposited with the approved brokers
      through which the insurances are effected or
  renewed.

            


    

     

    
      	
              12.9

            	
              Payment of
      premiums.  The Borrower shall punctually pay all premiums
      or other sums payable in respect of the obligatory insurances and produce
      all relevant receipts when so required by the
  Lender.

            


    

     

    
      	
              12.10

            	
              Guarantees.  The
      Borrower shall ensure that any guarantees required by a protection and
      indemnity or war risks association are promptly issued and remain in full
      force and effect.

            


    

     

    
      	
              12.11

            	
              Restrictions on
      employment.  The Borrower shall not employ the Ship, nor
      permit her to be employed, outside the cover provided by any obligatory
      insurances.

            


    

     

    
      	
              12.12

            	
              Compliance with terms of
      insurances.  The Borrower shall not do or omit to do (or
      permit to be done or not to be done) any act or thing which would or might
      render any obligatory insurance invalid, void, voidable or unenforceable
      or render any sum payable under an obligatory insurance repayable in whole
      or in part; and, in particular:

            


    

     

    
      	
              (a)

            	
              the
      Borrower shall take all necessary action and comply with all requirements
      which may from time to time be applicable to the obligatory insurances,
      and (without limiting the obligation contained in
      Clause 12.7 (c)) ensure that the obligatory insurances are not
      made subject to any exclusions or qualifications to which the Lender has
      not given its prior approval;

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              the
      Borrower shall not make any changes relating to the classification or
      classification society or manager or operator of the Ship approved by the
      underwriters of the obligatory
insurances;

            


    

     

    
      	
              (c)

            	
              the
      Borrower shall make (and promptly supply copies to the Lender of) all
      quarterly or other voyage declarations which may be required by the
      protection and indemnity risks association in which the Ship is entered to
      maintain cover for trading to the United States of America and Exclusive
      Economic Zone (as defined in the United States Oil Pollution Act 1990 or
      any other applicable legislation);
and

            


    

     

    
      	
              (d)

            	
              the
      Borrower shall not employ the Ship, nor allow it to be employed, otherwise
      than in conformity with the terms and conditions of the obligatory
      insurances, without first obtaining the consent of the insurers and
      complying with any requirements (as to extra premium or otherwise) which
      the insurers specify.

            


    

     

    
      	
              12.13

            	
              Alteration to terms of
      insurances.  The Borrower shall neither make nor agree to
      any alteration to the terms of any obligatory insurance nor waive any
      right relating to any obligatory
insurance.

            


    

     

    
      	
              12.14

            	
              Settlement of
      claims.  The Borrower shall not settle, compromise or
      abandon any claim under any obligatory insurance for Total Loss or for a
      Major Casualty, and the Borrower shall do all things necessary and provide
      all documents, evidence and information to enable the Lender to collect or
      recover any moneys which at any time become payable in respect of the
      obligatory insurances.

            


    

     

    
      	
              12.15

            	
              Provision of copies of
      communications.  The Borrower shall provide the Lender,
      at the time of each such communication, copies of all written
      communications between itself and:

            


    

     

    
      	
              (a)

            	
              the
      approved brokers; and

            


    

     

    
      	
              (b)

            	
              the
      approved protection and indemnity and/or war risks associations;
      and

            


    

     

    
      	
              (c)

            	
              the
      approved insurance companies and/or underwriters, which relate directly or
      indirectly to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Borrower's obligations relating to the obligatory insurances including,
      without limitation, all requisite declarations and payments of additional
      premiums or calls; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      credit arrangements made between the Borrower and any of the persons
      referred to in paragraphs (a) or (b) relating wholly or partly to the
      effecting or maintenance of the obligatory
  insurances.

            


    

     

    
      	
              12.16

            	
              Provision of
      information.  In addition, the Borrower shall promptly
      provide the Lender (or any persons which it may designate) with any
      information which the Lender (or any such designated person) requests for
      the purpose of:

            


    

     

    
      	
              (a)

            	
              obtaining
      or preparing any report from an independent marine insurance broker as to
      the adequacy of the obligatory insurances effected or proposed to be
      effected; and/or

            


    

     

    
      	
              (b)

            	
              effecting,
      maintaining or renewing any such insurances as are referred to in
      Clause 12.17 below or dealing with or considering any matters
      relating to any such insurances;

            


    

     

    
      and
the Borrower shall, forthwith upon demand, indemnify the Lender in respect of
all fees and other expenses incurred by or for the account of the Lender in
connection with any such report as is referred to in paragraph (a).

       

    

    
      	
              12.17

            	
              Mortgagee's interest and
      additional perils insurances.  The Lender shall be
      entitled from time to time to effect, maintain and renew all or any of the
      following insurances in such

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


      
amounts, on such terms, through such insurers and generally in such manner as
the Lender may 

      
from time to time consider appropriate:

     

    
      	
              (a)

            	
              a
      mortgagee's interest marine insurance in relation to the Ship in an amount
      equal to 115 per cent. of the Loan providing for the indemnification of
      the Lender for any losses under or in connection with any Finance Document
      which directly or indirectly result from loss of or damage to the Ship or
      a liability of the Ship or of the Borrower, being a loss or damage which
      is prima facie covered by an obligatory insurance but in respect of which
      there is a non-payment (or reduced payment) by the underwriters by reason
      of, or on the basis of an allegation
concerning:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      act or omission on the part of the Borrower, of any operator, charterer,
      manager or sub-manager of the Ship or of any officer, employee or Lender
      of the Borrower or of any such person, including any breach of warranty or
      condition or any non-disclosure relating to such obligatory
      insurance;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      act or omission, whether deliberate, negligent or accidental, or any
      knowledge or privity of the Borrower, any other person referred to in
      paragraph (i) above, or of any officer, employee or agent of the Borrower
      or of such a person, including the casting away or damaging of the Ship
      and/or the Ship being unseaworthy;
and/or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      other matter capable of being insured against under a mortgagee's interest
      marine insurance policy whether or not similar to the
      foregoing;

            


    

     

    
      	
              (b)

            	
              a
      mortgagee's interest additional perils policy in relation to each Ship in
      an amount equal to 115 per cent. of the Loan, providing for the
      indemnification of the Lender against, among other things, any possible
      losses or other consequences of any Environmental Claim, including the
      risk of expropriation, arrest or any form of detention of the Ship, the
      imposition of any Security Interest over the Ship and/or any other matter
      capable of being insured against under a mortgagee's interest additional
      perils policy whether or not similar to the
  foregoing,

            


    

     

    
      	
               
      

            	
              and
      the Borrower shall upon demand fully indemnify the Lender in respect of
      all premiums and other expenses which are incurred in connection with or
      with a view to effecting, maintaining or renewing any such insurance or
      dealing with, or considering, any matter arising out of any such
      insurance.

            


    

    


     

    
      	
              12.18

            	
              Review of insurance
      requirements.  The Lender shall be entitled to review the
      requirements of this Clause 12 from time to time in order to take account
      of any changes in circumstances after the date of this Agreement which
      are, in the opinion of the Lender, significant and capable of affecting
      the Borrower or the Ship and its or their insurance (including, without
      limitation, changes in the availability or the cost of insurance coverage
      or the risks to which the Borrower may be subject), and may appoint
      insurance consultants in relation to this review at the cost of the
      Borrower.

            


    

     

    
      	
              12.19

            	
              Modification of insurance
      requirements.  The Lender shall notify the Borrower of
      any proposed modification under Clause 12.18 to the requirements of this
      Clause 12 which the Lender consider appropriate in the circumstances, and
      such modification shall take effect on and from the date it is notified in
      writing to the Borrower as an amendment to this Clause 12 and shall bind
      the Borrower accordingly.

            


    

     

    
      	
              12.20

            	
              Compliance with mortgagee's
      instructions.  The Lender shall be entitled (without
      prejudice to or limitation of any other rights which it may have or
      acquire under any Finance Document) to require the Ship to remain at any
      safe port or to proceed to and remain at any safe port designated by the
      Lender until the Borrower implements any amendments to the terms of the
      obligatory insurances and any operational changes required as a result of
      a notice served under Clause 12.19.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              13

            	
              SHIP
      COVENANTS

            


    

     

    
      	
              13.1

            	
              General.  The
      Borrower also undertakes with the Lender to comply with the following
      provisions of this Clause 13 at all times during the Security Period
      (after the Ship has been delivered to it under the Shipbuilding Contract
      or under any other applicable agreement) except as the Lender may
      otherwise permit in writing (in the case of Clause 13.13 such permission
      not to be unreasonably withheld).

            


    

     

    
      	
              13.2

            	
              Ship’s name and
      registration.  The Borrower shall keep the Ship
      registered in its name under an Approved Flag; shall not do or allow to be
      done anything as a result of which such registration might be cancelled or
      imperilled; and shall not change the name or port of registry of the
      Ship.

            


    

     

    
      	
              13.3

            	
              Repair and
      classification.  The Borrower shall keep the Ship in a
      good and safe condition and state of
repair:

            


    

     

    
      	
              (a)

            	
              consistent
      with first-class ship ownership and management
  practice;

            


    

     

    
      	
              (b)

            	
              so
      as to maintain the Ship with the classification specified in Article I,
      4(a) of the Shipbuilding Contract with American  Bureau of
      Shipping or any other classification society, approved by the Lender,
      which is a member of IACS, free of outstanding or overdue recommendations
      and conditions of such classification society affecting the Ship’s class;
      and

            


    

     

    
      	
              (c)

            	
              so
      as to comply with all laws and regulations applicable to vessels
      registered at ports in the relevant Approved Flag State or to vessels
      trading to any jurisdiction to which the Ship may trade from time to time
      including but not limited to the ISM Code, the ISPS Code and the ISM Code
      Documentation.

            


    

     

    
      	
              13.4

            	
              Classification society
      undertaking.  The Borrower shall instruct the
      classification society referred to in Clause 13.3 (and procure that
      the classification society undertakes with the
  Lender):

            


    

     

    
      	
              (a)

            	
              to
      send to the Lender, following receipt of a written request from the
      Lender, certified true copies of all original class records held by the
      classification society in relation to the
Ship;

            


    

     

    
      	
              (b)

            	
              to
      allow the Lender (or its agents), at any time and from time to time, to
      inspect the original class and related records of the Borrower and the
      Ship at the offices of the classification society and to take copies of
      them;

            


    

     

    
      	
              (c)

            	
              to
      notify the Lender immediately in writing if the classification
      society:

            


    

     

    
      	
               
      

            	
              (i)

            	
              receives
      notification from the Borrower or any other person that the Ship’s
      classification society is to be changed;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              becomes
      aware of any facts or matters which may result in or have resulted in a
      change, suspension, discontinuance, withdrawal or expiry of the Ship’s
      class under the rules or terms and conditions of the Borrower’s or the
      Ship’s membership of the classification
society;

            


    

     

    
      	
              (d)

            	
              following
      receipt of a written request from the
Lender:

            


    

     

    
      	
               
      

            	
              (i)

            	
              to
      confirm that the Borrower is not in default of any of its contractual
      obligations or liabilities to the classification society and, without
      limiting the foregoing, that it has paid in full all fees or other charges
      due and payable to the classification society;
  or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Borrower is in default of any of its contractual obligations or
      liabilities to the classification society, to specify to the Lender in
      reasonable detail the facts and

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     
circumstances of such default, the consequences of such default, and any
remedy

      
period agreed or allowed by the classification society.

     

    
      	
              13.5

            	
              Modification.  The
      Borrower shall not make any modification or repairs to, or replacement of,
      the Ship or equipment installed on the Ship which would or might
      materially alter the structure, type or performance characteristics of the
      Ship or materially reduce its
value.

            


    

     

    
      	
              13.6

            	
              Removal of
      parts.  The Borrower shall not remove any material part
      of the Ship, or any item of equipment installed on the Ship, unless the
      part or item so removed is forthwith replaced by a suitable part or item
      which is in the same condition as or better condition than the part or
      item removed, is free from any Security Interest or any right in favour of
      any person other than the Lender and becomes on installation on the Ship
      the property of the Borrower and subject to the security constituted by
      the Mortgage Provided
      that the Borrower may install equipment owned by a third party if
      the equipment can be removed without any risk of damage to the
      Ship.

            


    

     

    
      	
              13.7

            	
              Surveys.  The
      Borrower shall submit the Ship regularly to all periodical or other
      surveys which may be required for classification purposes and, if so
      required by the Lender, provide the Lender with copies of all survey
      reports and shall allow the Lender’s representatives to conduct a
      comprehensive inspection of the Ship’s records when and if required by the
      Lender.

            


    

     

    
      	
              13.8

            	
              Inspection.  The
      Borrower shall permit the Lender (by surveyors or other persons appointed
      by it for that purpose) to board the Ship at all reasonable times (during
      the pre-delivery and post-delivery period) to inspect its condition or to
      satisfy themselves about proposed or executed repairs and shall afford all
      proper facilities for such inspections, and all costs and expenses in
      relation thereto shall be for the account of the
  Borrower.

            


    

     

    
      	
              13.9

            	
              Prevention of and release from
      arrest.  The Borrower shall promptly
      discharge:

            


    

     

    
      	
              (a)

            	
              all
      liabilities which give or may give rise to maritime or possessory liens on
      or claims enforceable against the Ship, the Earnings or the
      Insurances;

            


    

     

    
      	
              (b)

            	
              all
      taxes, dues and other amounts charged in respect of the Ship, the Earnings
      or the Insurances; and

            


    

     

    
      	
              (c)

            	
              all
      other outgoings whatsoever in respect of the Ship, the Earnings or the
      Insurances,

            


    

     

    
      and,
forthwith upon receiving notice of the arrest of the Ship, or of its detention
in exercise or purported exercise of any lien or claim, the Borrower shall
procure its release by providing bail or otherwise as the circumstances may
require.

       

    

    
      	
              13.10

            	
              Compliance with laws
      etc.  The Borrower
shall:

            


    

     

    
      	
              (a)

            	
              comply,
      or procure compliance with the ISM Code, the ISPS Code, SOLAS, MARPOL all
      Environmental Laws and all other laws or regulations relating to the Ship,
      its ownership, operation and management or to the business of the Borrower
      and the Approved Manager;

            


    

     

    
      	
              (b)

            	
              not
      employ the Ship nor allow its employment in any manner contrary to any law
      or regulation in any relevant jurisdiction including but not limited to
      the ISM Code and the ISPS Code; and

            


    

     

    
      	
              (c)

            	
              in
      the event of hostilities in any part of the world (whether war is declared
      or not), not cause or permit its to enter or trade to any zone which is
      declared a war zone by any government or by the Ship’s war risks insurers
      unless the prior written consent of the Lender has been given and the
      Borrower has (at its expense) effected any special, additional or modified
      insurance cover which the Lender may
require.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              13.11

            	
              Provision of
      information.  The Borrower shall promptly provide the
      Lender with any information which it requests
  regarding:

            


    

     

    
      	
              (a)

            	
              the
      Ship, its employment, position and
engagements;

            


    

     

    
      	
              (b)

            	
              the
      Earnings and payments and amounts due to the Ship’s master and
      crew;

            


    

     

    
      	
              (c)

            	
              any
      expenses incurred, or likely to be incurred, in connection with the
      operation, maintenance or repair of the Ship and any payments made in
      respect of the Ship;

            


    

     

    
      	
              (d)

            	
              any
      towages and salvages;

            


    

     

    
      	
              (e)

            	
              the
      Borrower’s, the Approved Manager’s or the Ship’s compliance with the ISM
      Code and the ISPS Code;

            


    

     

    
      and,
upon the Lender’s request, provide copies of any current charter relating to the
Ship, of any current charter guarantee and of the Document of Compliance, Safety
Management Certificate and International Ship Security Certificate of the
Ship.

       

    

    
      	
              13.12

            	
              Notification of certain
      events.  The Borrower shall immediately notify the Lender
      by fax, confirmed forthwith by letter,
of:

            


    

     

    
      	
              (a)

            	
              any
      casualty which is or is likely to be or to become a Major
      Casualty;

            


    

     

    
      	
              (b)

            	
              any
      occurrence as a result of which the Ship has become or is, by the passing
      of time or otherwise, likely to become a Total
  Loss;

            


    

     

    
      	
              (c)

            	
              any
      requirement or recommendation made by any insurer or classification
      society or by any competent authority which is not immediately complied
      with;

            


    

     

    
      	
              (d)

            	
              any
      arrest or detention of the Ship, any exercise or purported exercise of any
      lien on the Ship or its Earnings or any requisition of the Ship for
      hire;

            


    

     

    
      	
              (e)

            	
              any
      intended dry docking of the Ship;

            


    

     

    
      	
              (f)

            	
              any
      Environmental Claim made against the Borrower or in connection with the
      Ship, or any Environmental
Incident;

            


    

     

    
      	
              (g)

            	
              any
      claim for breach of the ISM Code or the ISPS Code being made against the
      Borrower, the Approved Manager or otherwise in connection with the
      Ship;

            


    

     

    
      	
              (h)

            	
              any
      other matter, event or incident, actual or threatened, the effect of which
      will or could lead to the ISM Code or the ISPS Code not being complied
      with,

            


    

     

    
      and
the Borrower shall keep the Lender advised in writing on a regular basis and in
such detail as the Lender shall require of the Borrower’s, the Approved
Manager’s or any other person’s response to any of those events or
matters.

       

    

    
      	
              13.13

            	
              Restrictions on chartering,
      appointment of managers etc.  The Borrower shall
      not:

            


    

     

    
      	
              (a)

            	
              let
      the Ship on demise charter for any
period;

            


    

     

    
      	
              (b)

            	
              enter
      into any time or consecutive voyage charter in respect of the Ship for a
      term which is equal to or exceeds, or which by virtue of any optional
      extensions may exceed, 12 months;

            


    

     

    
      	
              (c)

            	
              enter
      into any charter in relation to the Ship under which more than 2 months’
      hire (or the equivalent) is payable in
advance;

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (d)

            	
              charter
      the Ship otherwise than on bona fide arm’s length terms at the time when
      the Ship is fixed;

            


    

     

    
      	
              (e)

            	
              appoint
      a manager of the Ship other than the Approved Manager or agree to any
      alteration to the terms of the Approved Manager’s
    appointment;

            


    

     

    
      	
              (f)

            	
              de-activate
      or lay up the Ship; or

            


    

     

    
      	
              (g)

            	
              put
      the Ship into the possession of any person for the purpose of work being
      done upon her in an amount exceeding or likely to exceed $250,000 (or the
      equivalent in any other currency) unless that person has first given to
      the Lender and in terms satisfactory to it a written undertaking not to
      exercise any lien on the Ship or the Earnings for the cost of such work or
      for any other reason.

            


    

     

    
      	
              13.14

            	
              Notice of
      Mortgage.  The Borrower shall keep the relevant Mortgage
      registered against the Ship as a valid first priority mortgage, carry on
      board the Ship a certified copy of the Mortgage and place and maintain in
      a conspicuous place in the navigation room and the Master’s cabin of the
      Ship a framed printed notice stating that the Ship is mortgaged by the
      Borrower to the Lender.

            


    

     

    
      	
              13.15

            	
              Sharing of
      Earnings.   The Borrower shall
  not:

            


    

     

    
      	
              (a)

            	
              enter
      into any agreement or arrangement for the sharing of any
      Earnings;

            


    

     

    
      	
              (b)

            	
              enter
      into any agreement or arrangement for the postponement of any date on
      which any Earnings are due; the reduction of the amount of any Earnings or
      otherwise for the release or adverse alteration of any right of the
      Borrower to any Earnings; or

            


    

     

    
      	
              (c)

            	
              enter
      into any agreement or arrangement for the release of, or adverse
      alteration to, any guarantee or Security Interest relating to any
      Earnings.

            


    

     

    
      	
              13.16

            	
              Charterparty
      Assignment.  If the Borrower enters into any time charter
      (such charter to be in form and substance in all respects acceptable to
      the Lender) in respect of the Ship after the date of delivery thereof to
      the Borrower and which is of 12 or more months in duration, or is capable
      of exceeding 12 or more months in duration, the Borrower shall at the
      request of the Lender execute in favour of the Lender (and register, if
      applicable) a Charterparty Assignment in respect of such charter in such
      form and on such terms as the Lender may require, and shall deliver to the
      Lender any documents in relation thereto which the Lender may
      require.

            


    

     

    
      	
              14

            	
              SECURITY
      COVER

            


    

     

    
      	
              14.1

            	
              Required security
      cover.  The Borrower hereby undertakes that if (after the
      Ship has been delivered to it under the Shipbuilding Contract), and so
      often as, the aggregate of:

            


    

     

    
      	
              (a)

            	
              the
      Market Value of the Ship; and

            


    

     

    
      	
              (b)

            	
              the
      net realisable value of any additional security for the time being
      actually provided to the Lender pursuant to this Clause
  14,

            


    

     

    
      is
less than the amount equal to the 120 per cent. of the Loan it will within 1
month after the date on which the Lender's notice is served,
either:

       

    

    
      	
               
      

            	
              (i)

            	
              provide,
      or ensure that a third party provides, additional security which, in the
      opinion of the Lender, has a net realisable value at least equal to the
      shortfall and is documented in such terms as the Lender may approve or
      require; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              prepay
      such part (at least) of the Loan as will eliminate the
      shortfall.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

     

    
      	      
              14.2 

            	      
              Meaning of additional
      security.  In Clause 14.1 “security” means a
      Security Interest over an asset or assets (whether securing the Borrower’s
      liabilities under the Finance Documents or a guarantee in respect of those
      liabilities), or a guarantee, letter of credit or other security in
      respect of the Borrower’s liabilities under the Finance
      Documents.
 


    

     

    
      	
              14.3

            	
              Requirement for additional
      documents.  The Borrower shall not be deemed to have
      complied with Clause 14.1 (i) above until the Lender has received in
      connection with the additional security certified copies of documents
      referred to in paragraphs 3, 4 and 5 of Schedule 2, Part A below and such
      legal opinions in terms acceptable to the Lender from such lawyers as they
      may select.

            


    

     

    
      	
              14.4

            	
              Valuation of
      Ship.  The Market Value of the Ship at any date is that
      shown by the average of valuations prepared by two independent sale and
      purchase shipbrokers selected by the Lender, each such valuation to be
      prepared:

            


    

     

    
      	
              (a)

            	
              with
      or without physical inspection of the Ship (as the Lender may
      require);

            


    

     

    
      	
              (b)

            	
              on
      the basis of a sale for prompt delivery for cash on normal arm's length
      commercial terms as between a willing seller and a willing buyer on a
      charter free basis;

            


    

     

    
      	
              (c)

            	
              in
      Dollars; and

            


    

     

    
      	
              (d)

            	
              after
      deducting the estimated amount of the usual and reasonable expenses which
      would be incurred in connection with the
sale

            


    

     

    
      Provided that  if
one such valuation is more than 115 per cent. of the other valuation, then the
Lender shall select a third such shipbroker to provide a valuation of the Ship
in accordance with this Clause 14.4 and the Market Value of the Ship shall be
the arithmetic average of all three such valuations.

       

    

    
      	
              14.5

            	
              Value of additional
      security.  The net realisable value of any additional
      security which is provided under Clause 14.1 and which consists of a
      Security Interest over a vessel shall be that shown by a valuation
      complying with the requirements of Clause
14.4.

            


    

     

    
      	
              14.6

            	
              Valuations
      binding.  Any valuation under Clause 14.1(i), 14.4 or
      14.5 shall be binding and conclusive as regards the Borrower, as shall be
      any valuation which the Lender makes of a security which does not consist
      of or include a Security Interest.

            


    

     

    
      	
              14.7

            	
              Frequency of
      valuations.  The Borrower acknowledges and agrees that
      the Lender may commission valuations of the Ship at such times as the
      Lender shall deem necessary and in any event not less often than once
      during each 12 month period of the Security
  Period.

            


    

     

    
      	
              14.8

            	
              Provision of
      information.  The Borrower shall promptly provide the
      Lender and any shipbroker or expert acting under Clause 14.4 or 14.5 with
      any information which the Lender or the Shipbroker or expert may request
      for the purposes of the valuation; and, if the Borrower fails to provide
      the information by the date specified in the request, the valuation may be
      made on any basis and assumptions which the shipbroker or the Lender (or
      the expert appointed by them) consider
prudent.

            


    

     

    
      	
              14.9

            	
              Payment of valuation
      expenses.  Without prejudice to the generality of the
      Borrower’s obligations under Clauses 19.2, 19.3 and 20.3, the Borrower
      shall, on demand, pay the Lender the amount of the fees and expenses of
      any shipbroker or expert instructed by the Lender under this Clause and
      all legal and other expenses incurred by the Lender in connection with any
      matter arising out of this Clause.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              15

            	
              PAYMENTS
      AND CALCULATIONS

            


    

     

    
      	
              15.1

            	
              Currency and method of
      payments.  All payments to be made by the Borrower to the
      Lender under a Finance Document shall be made to the
    Lender:

            


    

     

    
      	
              (a)

            	
              by
      not later than 11.00 a.m. (Athens time) on the due
  date;

            


    

     

    
      	
              (b)

            	
              in
      same day Dollar funds settled through the New York Clearing House
      Interbank Payments System (or in such other Dollar funds and/or settled in
      such other manner as the Lender shall specify as being customary at the
      time for the settlement of international transactions of the type
      contemplated by this Agreement);
and

            


    

     

    
      	
              (c)

            	
              to
      the account of the Lender with Citibank N.A., New York, NY, USA (Account
      No 10928312 under reference “Sunray Navigation Inc. - for Shipping
      Branch), or to such other account with such other bank as the Lender may
      from time to time notify to the
Borrower.

            


    

     

    
      	
              15.2

            	
              Payment on non-Business
      Day.  If any payment by the Borrower under a Finance
      Document would otherwise fall due on a day which is not a Business
      Day:

            


    

     

    
      	
              (a)

            	
              the
      due date shall be extended to the next succeeding Business Day;
      or

            


    

     

    
      	
              (b)

            	
              if
      the next succeeding Business Day falls in the next calendar month, the due
      date shall be brought forward to the immediately preceding Business
      Day;

            


    

     

    
      and
interest shall be payable during any extension under paragraph (a) at the rate
payable on the original due date.

        

    

    
      	
              15.3

            	
              Basis for calculation of
      periodic payments.  All interest and commitment fee and
      any other payments under any Finance Document which are of an annual or
      periodic nature shall accrue from day to day and shall be calculated on
      the basis of the actual number of days elapsed and a 360 day
      year.

            


    

     

    
      	
              15.4

            	
              Lender
      accounts.  The Lender shall maintain an account or
      accounts showing the amounts advanced by the Lender and all other sums
      owing to the Lender from the Borrower and each Security Party under the
      Finance Documents and all payments in respect of those amounts made by the
      Borrower and any other Security
Party.

            


    

     

    
      	
              15.5

            	
              Accounts prima facie
      evidence.  If the account maintained under
      Clauses 15.4 shows an amount to be owing by the Borrower or a
      Security Party to the Lender, that account shall be prima facie evidence
      that that amount is owing to the
Lender.

            


    

     

    
      	
              16

            	
              APPLICATION
      OF RECEIPTS

            


    

     

    
      	
              16.1

            	
              Normal order of
      application.  Except as any Finance Document may
      otherwise provide, any sums which are received or recovered by the Lender
      under or by virtue of any Finance Document shall be
    applied:

            


    

     

    
      	
              (a)

            	
              FIRSTLY:
      in or towards the payment of expenses and all sums other than principal or
      interest which may be owing to the Lender under the Finance
      Documents;

            


    

     

    
      	
              (b)

            	
              SECONDLY:
      in or towards the payment of any arrears of interest owing to the Lender
      hereunder;

            


    

     

    
      	
              (c)

            	
              THIRDLY:
      in or towards the payment of any other sums of money due to the Lender
      under the Finance Documents;

            


    

     

    
      	
              (d)

            	
              FOURTHLY:
      in or towards the repayment of the Loan (whether the same is due and
      payable or not);

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (e)

            	
              FIFTHLY:
      following the occurrence of an Event of Default, in retention of an amount
      equal to any amount not then due and payable under any Finance Document
      but which the Lender, by notice to the Borrower and the Security Parties,
      states in its opinion will or may become due and payable in the future
      and, upon those amounts becoming due and payable, in or towards
      satisfaction of them in accordance with the provisions of this Clause;
      and

            


    

     

    
      	
              (f)

            	
              SIXTHLY:
      the balance (if any) shall be paid as the Borrower shall direct in writing
      to the Lender.

            


    

     

    
      	
              16.2

            	
              Variation of order of
      application.  The Lender may, by notice to the Borrower
      and the Security Parties, provide for a different manner of application
      from that set out in Clause 16.1 either as regards a specified sum or
      sums or as regards sums in a specified category or
    categories.

            


    

     

    
      	
              16.3

            	
              Notice of variation of order of
      application.  The Lender may give notices under
      Clause 16.2 from time to time; and such a notice may be stated to
      apply not only to sums which may be received or recovered in the future,
      but also to any sum which has been received or recovered on or after the
      third Business Day before the date on which the notice is
      served.

            


    

     

    
      	
              16.4

            	
              Appropriation rights
      overridden.  This Clause 16 and any notice which the
      Lender gives under Clause 16.2 shall override any right of
      appropriation possessed, and any appropriation made, by the Borrower or
      any other Security Party.

            


    

     

    
      	
              17

            	
              APPLICATION
      OF EARNINGS

            


    

     

    
      	
              17.1

            	
              Payment of
      Earnings.  The Borrower undertakes with the Lender to
      ensure that, throughout the Security Period (subject only to the
      provisions of the relevant General Assignment), all the Earnings of the
      Ship are paid to the Earnings
Account.

            


    

     

    
      	
              17.2

            	
              Monthly
      retentions.  The Borrower undertakes with the Lender to
      ensure that, on the day falling 1 month after the Drawdown Date of the
      Sixth Advance and on the same day in each subsequent month, there is
      transferred to the Retention Account out of the aggregate Earnings
      received in the Earnings Account during the preceding calendar
      month:

            


    

     

    
      	
              (a)

            	
              one-third
      of the amount of each repayment instalment falling due under Clause 7.1(a)
      on the next Repayment Date; and

            


    

     

    
      	
              (b)

            	
              the
      relevant fraction of the aggregate amount of interest on the Loan which is
      payable on the next due date for payment of interest under this
      Agreement.

            


    

     

    
      The
“relevant fraction” is a
fraction of which the numerator is 1 and the denominator the number of months
comprised in the then current Interest Period (or, if the period is shorter, the
number of months from the later of the commencement of the current Interest
Period or the last due date for payment of interest to the next due date for
payment of interest under this Agreement).

       

    

    
      	
              17.3

            	
              Shortfall in
      Earnings.  If the aggregate Earnings received in the
      Earnings Account are insufficient in any month for the required amount to
      be transferred to the Retention Account under Clause 17.2, the Borrower
      shall make up the amount of the insufficiency on demand from the
      Lender.

            


    

     

    
      	
              17.4

            	
              Application of
      retentions.  Until an Event of Default occurs, the Lender
      shall on each Repayment Date and on each due date for the payment of
      interest under this Agreement apply so much of the then balance on the
      Retention Account as equals:

            


    

     

    
      	
              (a)

            	
              the
      repayment instalment due on that Repayment Date;
  or

            


    

     

    
      	
              (b)

            	
              the
      amount of interest payable on that interest payment
  date;

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


      
in discharge of the Borrower’s liability for that repayment instalment or that
interest.

     

    


    
      	
              17.5

            	
              Interest accrued on Retention
      Account.  Any credit balance on the Retention Account
      shall bear interest at the rate from time to time offered by the Lender to
      its customers for Dollar deposits of similar amounts and for periods
      similar to those for which such balances appear to the Lender likely to
      remain the Retention Account.

            


    

     

    
      	
              17.6

            	
              Release of accrued
      interest.  Interest accruing under Clause 17.5 shall be
      released to the Borrower on each Repayment Date unless an Event of Default
      has occurred or the then credit balance on the Retention Account is less
      than what would have been the balance had the full amount required by
      Clause 17.2 (and Clause 17.3, if applicable) been transferred in that and
      each previous month.

            


    

     

    
      	
              17.7

            	
              Location of
      accounts.  The Borrower shall
  promptly:

            


    

     

    
      	
              (a)

            	
              comply
      with any requirement of the Lender as to the location or re-location of
      the Earnings Account and the Retention Account (or either of
      them);

            


    

     

    
      	
              (b)

            	
              execute
      any documents which the Lender specifies to create or maintain in favour
      of the Lender a Security Interest over (and/or rights of set-off,
      consolidation or other rights in relation to) the Retention
      Account.

            


    

     

    
      	
              17.8

            	
              Debits for expenses
      etc.  The Lender shall be entitled (but not obliged) from
      time to time to debit the Earnings Account without prior notice in order
      to discharge any amount due and payable under Clause 19 or 20 to the
      Lender or payment of which the Lender has become entitled to demand under
      Clause 19 or 20.

            


    

     

    
      	
              17.9

            	
              Borrower’s obligations
      unaffected.  The provisions of this Clause 17 (as
      distinct from a distribution effected under Clause 17.4) do not
      affect:

            


    

     

    
      	
              (a)

            	
              the
      liability of the Borrower to make payments of principal and interest on
      the due dates; or

            


    

     

    
      	
              (b)

            	
              any
      other liability or obligation of the Borrower or any other Security Party
      under any Finance Document.

            


    

     

    
      	
              18

            	
              EVENTS
      OF DEFAULT

            


    

     

    
      	
              18.1

            	
              Events of
      Default.  An Event of Default occurs
  if:

            


    

     

    
      	
              (a)

            	
              the
      Borrower or any other Security Party fails to pay when due or (if so
      payable) on demand within 3 Business Days of such demand and any sum
      payable under a Finance Document or under any document relating to a
      Finance Document; or

            


    

     

    
      	
              (b)

            	
              any
      breach occurs of Clause 8.2, 10.2, 10.3, 10.16, 11.2, 11.3 or 14.1 or
      Clause 11.15 (financial covenants) of the Corporate Guarantee;
      or

            


    

     

    
      	
              (c)

            	
              any
      breach by the Borrower or any other Security Party occurs of any provision
      of a Finance Document (other than a breach covered by paragraphs (a) or
      (b) above) if, in the opinion of the Lender, such default is capable of
      remedy, and such default continues unremedied 10 Business Days after
      written notice from the Lender requesting action to remedy the same;
      or

            


    

     

    
      	
              (d)

            	
              any
      breach by the Borrower or any other Security Party occurs of any provision
      of a Finance Document (other than a breach covered by paragraphs (a), (b)
      or (c) above); or

            


    

     

    
      	
              (e)

            	
              any
      representation, warranty or statement made by, or by an officer of, the
      Borrower or a Security Party in a Finance Document or in a Drawdown Notice
      or any other notice or document relating to a Finance Document is untrue
      or misleading when it is made; or

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (f)

            	
              any
      of the following occurs in relation to any Financial Indebtedness of a
      Relevant Person:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      Financial Indebtedness of a Relevant Person is not paid when due or, if so
      payable, on demand; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      Financial Indebtedness of a Relevant Person becomes due and payable or
      capable of being declared due and payable prior to its stated maturity
      date as a consequence of any event of default;
  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      lease, hire purchase agreement or charter creating any Financial
      Indebtedness of a Relevant Person is terminated by the lessor or owner or
      becomes capable of being terminated as a consequence of any termination
      event; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      overdraft, loan, note issuance, acceptance credit, letter of credit,
      guarantee, foreign exchange or other facility, or any swap or other
      derivative contract or transaction, relating to any Financial Indebtedness
      of a Relevant Person ceases to be available or becomes capable of being
      terminated as a result of any event of default, or cash cover is required,
      or becomes capable of being required, in respect of such a facility as a
      result of any event of default; or

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      Security Interest securing any Financial Indebtedness of a Relevant Person
      becomes enforceable; or

            


    

     

    
      	
              (g)

            	
              any
      of the following occurs in relation to a Relevant
  Person:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      Relevant Person becomes, in the opinion of the Lender, unable to pay its
      debts as they fall due; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      assets of a Relevant Person are subject to any form of execution,
      attachment, arrest, sequestration or distress or any form of freezing
      order; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      administrative or other receiver is appointed over any asset of a Relevant
      Person; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              a
      Relevant Person makes any formal declaration of bankruptcy or any formal
      statement to the effect that it is insolvent or likely to become
      insolvent, or a winding up or administration order is made in relation to
      a Relevant Person, or the members or directors of a Relevant Person pass a
      resolution to the effect that it should be wound up, placed in
      administration or cease to carry on business, save that this paragraph
      does not apply to a fully solvent winding up of a Relevant Person other
      than the Borrower or the Corporate Guarantor which is, or is to be,
      effected for the purposes of an amalgamation or reconstruction previously
      approved by the Lender and effected not later than 3 months after the
      commencement of the winding up; or

            


    

     

    
      	
               
      

            	
              (v)

            	
              a
      petition is presented in any Pertinent Jurisdiction for the winding up or
      administration, or the appointment of a provisional liquidator, of a
      Relevant Person unless the petition is being contested in good faith and
      on substantial grounds and is dismissed or withdrawn within 30 days of the
      presentation of the petition; or

            


    

     

    
      	
               
      

            	
              (vi)

            	
              a
      Relevant Person petitions a court, or presents any proposal for, any form
      of judicial or non-judicial suspension or deferral of payments,
      reorganisation of its debt (or certain of its debt) or arrangement with
      all or a substantial proportion (by number or value) of its creditors or
      of any class of them or any such suspension or deferral of payments,
      reorganisation or arrangement is effected by court order, contract or
      otherwise; or

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (vii)

            	
              any
      meeting of the members or directors of a Relevant Person is summoned for
      the purpose of considering a resolution or proposal to authorise or take
      any action of a type described in paragraphs (iii), (iv), (v) or (vi)
      above; or

            


    

     

    
      	
               
      

            	
              (viii)

            	
              in
      a Pertinent Jurisdiction other than England, any event occurs or any
      procedure is commenced which, in the opinion of the Lender, is similar to
      any of the foregoing; or

            


    

     

    
      	
              (h)

            	
              the
      Borrower ceases or suspends carrying on its business or a part of its
      business which, in the opinion of the Lender, is material in the context
      of this Agreement; or

            


    

     

    
      	
              (i)

            	
              it
      becomes unlawful in any Pertinent Jurisdiction or
    impossible:

            


    

     

    
      	
               
      

            	
              (i)

            	
              for
      the Borrower or any other Security Party to discharge any liability under
      a Finance Document or to comply with any other obligation which the Lender
      considers material under a Finance Document;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              for
      the Lender to exercise or enforce any right under, or to enforce any
      Security Interest created by, a Finance Document;
  or

            


    

     

    
      	
              (j)

            	
              any
      official consent necessary to enable the Borrower to own, operate or
      charter the Ship or to enable the Borrower or any other Security Party to
      comply with any provision which the Lender considers material of a Finance
      Document or the Shipbuilding Contract is not granted, expires without
      being renewed, is revoked or becomes liable to revocation or any condition
      of such a consent is not fulfilled;
or

            


    

     

    
      	
              (k)

            	
              it
      appears to the Lender that, without its prior consent, a change has
      occurred or probably has occurred after the date of this Agreement in the
      ownership of any of the shares in the Borrower or any other Security Party
      or in the ultimate control of the voting rights attaching to any of those
      shares or in the management of the Borrower;
or

            


    

     

    
      	
              (l)

            	
              any
      provision which the Lender considers material of a Finance Document proves
      to have been or becomes invalid or unenforceable, or a Security Interest
      created by a Finance Document proves to have been or becomes invalid or
      unenforceable or such a Security Interest proves to have ranked after, or
      loses its priority to, another Security Interest or any other third party
      claim or interest; or

            


    

     

    
      	
              (m)

            	
              the
      security constituted by a Finance Document is in any way imperilled or in
      jeopardy; or

            


    

     

    
      	
              (n)

            	
              any
      other event occurs or any other circumstances arise or develop including,
      without limitation:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      change in the financial position, state of affairs or prospects of the
      Borrower, the Corporate Guarantor or the Group;
  or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      accident or other event involving the Ship or another vessel owned,
      chartered or operated by a Relevant
Person

            


    

     

    
      	
               
      

            	
              in
      the light of which the Lender considers that there is a significant risk
      that the Borrower or any other Security Party is, or will later become,
      unable to discharge its liabilities under the Finance Documents as they
      fall due.

            


    

    


    
      	
              18.2

            	
              Actions following an Event of
      Default.  On, or at any time after, the occurrence of an
      Event of Default:

            


    

     

    
      	
              (a)

            	
              the
      Lender may:

            


    

     

    
      	
               
      

            	
              (i)

            	
              serve
      on the Borrower a notice stating that the obligations of the Lender to the
      Borrower under this Agreement are terminated;
  and/or

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              serve
      on the Borrower a notice stating that the Loan, all accrued interest and
      all other amounts accrued or owing under this Agreement are immediately
      due and payable or are due and payable on demand;
  and/or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              take
      any other action which, as a result of the Event of Default or any notice
      served under paragraph (i) or (ii) above, the Lender is entitled to take
      under any Finance Document or any applicable law;
  and/or

            


    

     

    
      	
              (b)

            	
              the
      Lender may take any action which, as a result of the Event of Default or
      any notice served under paragraph (a) (i) or (ii) above, the Lender is
      entitled to take under any Finance Document or any applicable
      law.

            


    

     

    
      	
              18.3

            	
              Termination of
      obligations.  On the service of a notice under
      Clause 18.2(a), all the obligations of the Lender to the Borrower
      under this Agreement shall
terminate.

            


    

     

    
      	
              18.4

            	
              Acceleration of
      Loan.  On the service of a notice under
      Clause 18.2(b), the Loan, all accrued interest and all other amounts
      accrued or owing from the Borrower or any other Security Party under this
      Agreement and every other Finance Document shall become immediately due
      and payable or, as the case may be, payable on
  demand.

            


    

     

    
      	
              18.5

            	
              Multiple notices; action
      without notice.  The Lender may serve notices under
      Clause 18.2 (a) and (b) simultaneously or on different dates and it
      may take any action referred to in Clause 18.2 if no such notice is served
      or simultaneously with or at any time after the service of both or either
      of such notices.

            


    

     

    
      	
              18.6

            	
              Exclusion of Lender
      liability.  Neither the Lender nor any receiver or
      manager appointed by the Lender, shall have any liability to the Borrower
      or a Security Party:

            


    

     

    
      	
              (a)

            	
              for
      any loss caused by an exercise of rights under, or enforcement of a
      Security Interest created by, a Finance Document or by any failure or
      delay to exercise such a right or to enforce such a Security Interest;
      or

            


    

     

    
      	
              (b)

            	
              as
      mortgagee in possession or otherwise, for any income or principal amount
      which might have been produced by or realised from any asset comprised in
      such a Security Interest or for any reduction (however caused) in the
      value of such an asset;

            


    

     

    
      except
that this does not exempt the Lender or a receiver or manager from liability for
losses shown to have been caused directly and mainly by the dishonesty or the
wilful misconduct of the Lender's own officers and employees or (as the case may
be) such receiver's or manager's own partners or employees.

       

    

    
      	
              18.7

            	
              Interpretation.  In
      Clause 18.1(f) references to an event of default or a termination
      event include any event, howsoever described, which is similar to an event
      of default in a facility agreement or a termination event in a finance
      lease; and in Clause 18.1(g) “petition” includes an
      application.

            


    

     

    
      	
              19

            	
              FEES
      AND EXPENSES

            


    

     

    
      	
              19.1

            	
              Arrangement and commitment
      fees.  The Borrower shall pay to the
    Lender:

            


    

     

    
      	
              (a)

            	
              on
      the date of this Agreement a non-refundable arrangement fee of $66,350;
      and

            


    

     

    
      	
              (b)

            	
              quarterly
      in arrears during the period from (and including) date of this Agreement
      to the earlier of (i) the Drawdown Date in respect of the Sixth Advance
      and (ii) the last day of the Availability Period and on the last day of
      that period, a non-refundable commitment fee equal to 0.20 per cent. per
      annum of the undrawn amount of the
Loan.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              19.2

            	
              Costs of negotiation,
      preparation etc.  The Borrower shall pay to the Lender on
      its demand the amount of all expenses incurred by the Lender in connection
      with the negotiation, preparation, execution or registration of any
      Finance Document or any related document or with any transaction
      contemplated by a Finance Document or a related
  document.

            


    

     

    
      	
              19.3

            	
              Costs of variation, amendments,
      enforcement etc.  The Borrower shall pay to the Lender,
      on the Lender’s demand, the amount of all expenses incurred by the Lender
      in connection with:

            


    

     

    
      	
              (a)

            	
              any
      amendment or supplement to a Finance Document, or any proposal for such an
      amendment to be made;

            


    

     

    
      	
              (b)

            	
              any
      consent or waiver by the Lender under or in connection with a Finance
      Document, or any request for such a consent or
  waiver;

            


    

     

    
      	
              (c)

            	
              the
      valuation of any security provided or offered under Clause 14 or any
      other matter relating to such
security;

            


    

     

    
      	
              (d)

            	
              the
      opinions of the independent insurance consultant referred to in paragraph
      7 of Part C of Schedule 2; or

            


    

     

    
      	
              (e)

            	
              any
      step taken by the Lender with a view to the protection, exercise or
      enforcement of any right or Security Interest created by a Finance
      Document or for any similar
purpose.

            


    

     

    
      	 	There
      shall be recoverable under paragraph (e) the full amount of all legal
      expenses, whether or not such as would be allowed under rules of court or
      any taxation or other procedure carried out under such
    rules. 


    

     

    
      	
              19.4

            	
              Documentary
      taxes.  The Borrower shall promptly pay any tax payable
      on or by reference to any Finance Document, and shall, on the Lender’s
      demand, fully indemnify the Lender against any claims, expenses,
      liabilities and losses resulting from any failure or delay by the Borrower
      to pay such a tax.

            


    

     

    
      	
              19.5

            	
              Certification of
      amounts.  A notice which is signed by an authorised
      officer of the Lender, which states that a specified amount, or aggregate
      amount, is due to that Lender under this Clause 19 and which
      indicates (without necessarily specifying a detailed breakdown) the
      matters in respect of which the amount, or aggregate amount, is due shall
      be prima facie evidence that the amount, or aggregate amount, is
      due.

            


    

     

    
      	
              20

            	
              INDEMNITIES

            


    

     

    
      	
              20.1

            	
              Indemnities regarding borrowing
      and repayment of Loan.  The Borrower shall fully
      indemnify the Lender on its demand in respect of all claims, expenses,
      liabilities and losses which are made or brought against or incurred by
      the Lender, or which the Lender reasonably and with due diligence
      estimates that it will incur, as a result of or in connection
      with:

            


    

     

    
      	
              (a)

            	
              an
      Advance not being borrowed on the date specified in the Drawdown Notice
      for any reason other than a default by the
  Lender;

            


    

     

    
      	
              (b)

            	
              the
      receipt or recovery of all or any part of the Loan or an overdue sum
      otherwise than on the last day of an Interest Period or other relevant
      period;

            


    

     

    
      	
              (c)

            	
              any
      failure (for whatever reason) by the Borrower to make payment of any
      amount due under a Finance Document on the due date or, if so payable, on
      demand (after giving credit for any default interest paid by the Borrower
      on the amount concerned under
Clause 6;

            


    

     

    
      	
              (d)

            	
              the
      occurrence and/or continuance of an Event of Default and/or the
      acceleration of repayment of the Loan under
  Clause 18,

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	 	and
      in respect of any tax (other than tax on its overall net income) for which
      the Lender is liable in connection with any amount paid or payable to the
      Lender (whether for its own account or otherwise) under any Finance
      Document. 


    

     

    
      	
              20.2

            	
              Breakage
      costs.  Without limiting its generality, Clause 20.1
      covers any claim, expense, liability or loss incurred by the
      Lender:

            


    

     

    
      	
              (a)

            	
              in
      liquidating or employing deposits from third parties acquired or arranged
      to fund or maintain all or any part of the Loan and/or any overdue amount
      (or an aggregate amount which includes the Loan or any overdue amount);
      and

            


    

     

    
      	
              (b)

            	
              in
      terminating, or otherwise in connection with, any interest and/or currency
      swap or any other transaction entered into (whether with another legal
      entity or with another office or department of the Lender) to hedge any
      exposure arising under this Agreement or a number of transactions of which
      this Agreement is one.

            


    

     

    
      	
              20.3

            	
              Miscellaneous
      indemnities.  The Borrower shall fully indemnify the
      Lender on its respective demands in respect of all claims, demands,
      proceedings, liabilities, taxes, losses and expenses of every kind (“liability items”) which
      may be made or brought against, or incurred by, the Lender in any country,
      in relation to:

            


    

     

    
      	
              (a)

            	
              any
      action taken, or omitted or neglected to be taken, under or in connection
      with any Finance Document by the Lender or by any receiver appointed under
      a Finance Document;

            


    

     

    
      	
              (b)

            	
              any
      other event, matter or question which occurs or arises at any time during
      the Security Period and which has any connection with, or any bearing on,
      any Finance Document, any payment or other transaction relating to a
      Finance Document or any asset covered (or previously covered) by a
      Security Interest created (or intended to be created) by a Finance
      Document,

            


    

     

    
      	 	other
      than liability items which are shown to have been caused by the gross
      negligence or the wilful misconduct of the Lender's or (as the case may
      be) the Lender’s own officers or
employees. 


    

     

    
      	 	Without
      prejudice to its generality, this Clause 20.3 covers any claims, expenses,
      liabilities and losses which arise, or are asserted, under or in
      connection with any law relating to safety at sea, the ISM Code, the ISPS
      Code, or any Environmental law. 


    

     

    
      	
              20.4

            	
              Currency
      indemnity.  If any sum due from the Borrower or any other
      Security Party to the Lender under a Finance Document or under any order
      or judgment relating to a Finance Document has to be converted from the
      currency in which the Finance Document provided for the sum to be paid
      (the “Contractual
      Currency”) into another currency (the “Payment Currency”) for
      the purpose of:

            


    

     

    
      	
              (a)

            	
              making
      or lodging any claim or proof against the Borrower or any other Security
      Party, whether in its liquidation, any arrangement involving it or
      otherwise; or

            


    

     

    
      	
              (b)

            	
              obtaining
      an order or judgment from any court or other tribunal;
  or

            


    

     

    
      	
              (c)

            	
              enforcing
      any such order or judgment,

            


    

     

    
      	 	the
      Borrower shall indemnify the Lender against the loss arising when the
      amount of the payment actually received by the Lender is converted at the
      available rate of exchange into the Contractual
  Currency. 


    

     

    
      	 	In
      this Clause 20.4, the “available rate of
      exchange” means the rate at which the Lender is able at the opening
      of business (London time) on the Business Day after it receives the sum
      concerned to purchase the Contractual Currency with the Payment
      Currency. 


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	This
      Clause 20.4 creates a separate liability of the Borrower which is
      distinct from its other liabilities under the Finance Documents and which
      shall not be merged in any judgment or order relating to those other
      liabilities. 


    

     

    
      	
              20.5

            	
              Certification of
      amounts.  A notice which is signed by two authorised
      officers of the Lender, which states that a specified amount, or aggregate
      amount, is due to the Lender under this Clause 20 and which indicates
      (without necessarily specifying a detailed breakdown) the matters in
      respect of which the amount, or aggregate amount, is due shall be prima
      facie evidence that the amount, or aggregate amount, is
    due.

            


    

     

    
      	
              21

            	
              NO
      SET-OFF OR TAX DEDUCTION

            


    

     

    
      	
              21.1

            	
              No
      deductions.  All amounts due from the Borrower under a
      Finance Document shall be paid:

            


    

     

    
      	
              (a)

            	
              without
      any form of set-off, cross-claim or condition;
  and

            


    

     

    
      	
              (b)

            	
              free
      and clear of any tax deduction except a tax deduction which the Borrower
      is required by law to make.

            


    

     

    
      	
              21.2

            	
              Grossing-up for
      taxes.  If the Borrower is required by law to make a tax
      deduction from any payment:

            


    

     

    
      	
              (a)

            	
              the
      Borrower shall notify the Lender as soon as it becomes aware of the
      requirement;

            


    

     

    
      	
              (b)

            	
              the
      Borrower shall pay the tax deducted to the appropriate taxation authority
      promptly, and in any event before any fine or penalty
    arises;

            


    

     

    
      	
              (c)

            	
              the
      amount due in respect of the payment shall be increased by the amount
      necessary to ensure that the Lender receives and retains (free from any
      liability relating to the tax deduction) a net amount which, after the tax
      deduction, is equal to the full amount which it would otherwise have
      received.

            


    

     

    
      	
              21.3

            	
              Evidence of payment of
      taxes.  Within one month after making any tax deduction,
      the Borrower shall deliver to the Lender documentary evidence satisfactory
      to the Lender that the tax had been paid to the appropriate taxation
      authority.

            


    

     

    
      	
              21.4

            	
              Exclusion of tax on overall net
      income.  In this Clause 21 “tax deduction” means any
      deduction or withholding for or on account of any present or future tax
      except tax on the Lender's overall net
income.

            


    

     

    
      	
              22

            	
              ILLEGALITY,
      ETC

            


    

     

    
      	
              22.1

            	
              Illegality.  This
      Clause 22 applies if the Lender notifies the Borrower that it has
      become, or will with effect from a specified date,
  become:

            


    

     

    
      	
              (a)

            	
              unlawful
      or prohibited as a result of the introduction of a new law, an amendment
      to an existing law or a change in the manner in which an existing law is
      or will be interpreted or applied;
or

            


    

     

    
      	
              (b)

            	
              contrary
      to, or inconsistent with, any
regulation,

            


    

     

    
      	 	for
      the Lender to maintain or give effect to any of its obligations under this
      Agreement in the manner contemplated by this Agreement or any of the
      Finance Documents. 


    

     

    
      	22.2 	Notification and effect of
      illegality.  On the Lender notifying the Borrower under
      Clause 22.1, the Lender's obligation to make any further Advance
      available to the Borrower shall terminate; and thereupon or, if later, on
      the date specified in the Lender's notice
    under  


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

               

     

    
      	 	Clause 22.1 as the date on which the notified event would
      become effective the Borrower shall prepay the Loan in full in accordance
      with Clause 7. 


    

     

    
      	
              22.3

            	
              Mitigation.  If
      circumstances arise which would result in a notification under
      Clause 22.1 then, without in any way limiting the rights of the
      Lender under Clause 22.3, the Lender shall use reasonable endeavours
      to transfer its obligations, liabilities and rights under this Agreement
      and the Finance Documents to another office or financial institution not
      affected by the circumstances but the Lender shall not be under any
      obligation to take any such action if, in its opinion, to do would or
      might:

            


    

     

    
      	
              (a)

            	
              have
      an adverse effect on its business, operations or financial condition;
      or

            


    

     

    
      	
              (b)

            	
              involve
      it in any activity which is unlawful or prohibited or any activity that is
      contrary to, or inconsistent with, any regulation;
  or

            


    

     

    
      	
              (c)

            	
              involve
      it in any expense (unless indemnified to its satisfaction) or tax
      disadvantage.

            


    

     

    
      	
              23

            	
              INCREASED
      COSTS

            


    

     

    
      	
              23.1

            	
              Increased
      costs.  This Clause 23 applies if the Lender notifies the
      Borrower that it considers that as a result
of:

            


    

     

    
      	
              (a)

            	
              the
      introduction or alteration after the date of this Agreement of a law or an
      alteration after the date of this Agreement in the manner in which a law
      is interpreted or applied (disregarding any effect which relates to the
      application to payments under this Agreement of a tax on the Lender's
      overall net income); or

            


    

     

    
      	
              (b)

            	
              the
      effect of complying with any regulation (including any which relates to
      capital adequacy or liquidity controls or which affects the manner in
      which the Lender allocates capital resources to its obligations under this
      Agreement) which is introduced, or altered, or the interpretation or
      application of which is altered, after the date of this
      Agreement,

            


    

     

    
      	
               
      

            	
              is
      that the Lender (or a parent company of it) has incurred or will incur an
      “increased cost”, that is to say:

            


    

    


    
      	
               
      

            	
              (i)

            	
              an
      additional or increased cost incurred as a result of, or in connection
      with, the Lender having entered into, or being a party to, this Agreement
      of funding or maintaining the Loan or performing its obligations under
      this Agreement, or of having outstanding all or any part of the Loan or
      other unpaid sums; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      reduction in the amount of any payment to the Lender under this Agreement
      or in the effective return which such a payment represents to the Lender
      or on its capital;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              an
      additional or increased cost of funding all or maintaining all or any of
      the advances comprised in a class of advances formed by or including the
      Loan or (as the case may require) the proportion of that cost attributable
      to the Loan; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              a
      liability to make a payment, or a return foregone, which is calculated by
      reference to any amounts received or receivable by the Lender under this
      Agreement,

            


    

     

    
      	
               
      

            	
              but
      not an item attributable to a change in the rate of tax on the overall net
      income of the Lender (or a parent company of it) or an item covered by the
      indemnity for tax in Clause 20.1 or by Clause
  21.

            


    

     

    
      	 	For
      the purposes of this Clause 23.1 the Lender may in good faith allocate or
      spread costs and/or losses among its assets and liabilities (or any class
      thereof) on such basis as it considers
  appropriate. 


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    


    
      	
              23.2

            	
              Payment of increased
      costs.  The Borrower shall pay to the Lender, on the
      Lender's demand, for the account of the Lender the amounts which the
      Lender from time to time notifies the Borrower that it has specified to be
      necessary to compensate the Lender for the increased
  cost.

            


    

     

    
      	
              23.3

            	
              Notice of
      prepayment.  If the Borrower is not willing to continue
      to compensate the Lender for the increased cost under Clause 23.2, the
      Borrower may give the Lender not less than 14 days' notice of their
      intention to prepay the Loan at the end of an Interest
    Period.

            


    

     

    
      	
              23.4

            	
              Prepayment.  A
      notice under Clause 23.3 shall be irrevocable and on the date specified in
      its notice of intended prepayment, the Borrower shall prepay (without
      premium or penalty) the Loan, together with accrued interest thereon at
      the applicable rate plus the applicable
Margin.

            


    

     

    
      	
              23.5

            	
              Application of
      prepayment.  Clause 7 shall apply in relation to the
      prepayment.

            


    

     

    
      	
              24

            	
              SET-OFF

            


    

     

    
      	
              24.1

            	
              Application of credit
      balances.  The Lender may without prior
      notice:

            


    

     

    
      	
              (a)

            	
              apply
      any balance (whether or not then due) which at any time stands to the
      credit of any account in the name of the Borrower at any office in any
      country of the Lender in or towards satisfaction of any sum then due from
      the Borrower to the Lender under any of the Finance Documents;
      and

            


    

     

    
      	
              (b)

            	
              for
      that purpose:

            


    

     

    
      	
               
      

            	
              (i)

            	
              break,
      or alter the maturity of, all or any part of a deposit of the
      Borrower;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              convert
      or translate all or any part of a deposit or other credit balance into
      Dollars;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              enter
      into any other transaction or make any entry with regard to the credit
      balance which the Lender considers
appropriate.

            


    

     

    
      	
              24.2

            	
              Existing rights
      unaffected.  The Lender shall not be obliged to exercise
      any of its rights under Clause 24.1; and those rights shall be
      without prejudice and in addition to any right of set-off, combination of
      accounts, charge, lien or other right or remedy to which the Lender is
      entitled (whether under the general law or any
  document).

            


    

     

    
      	
              24.3

            	
              No Security
      Interest.  This Clause 24 gives the Lender a contractual
      right of set-off only, and does not create any equitable charge or other
      Security Interest over any credit balance of the
  Borrower.

            


    

     

    
      	
              25

            	
              TRANSFERS
      AND CHANGES IN LENDING OFFICES

            


    

     

    
      	
              25.1

            	
              Transfer by
      Borrower.  The Borrower may not transfer any of its
      rights, liabilities or obligations under any Finance
    Document.

            


    

     

    
      	
              25.2

            	
              Assignment by
      Lender.  The Lender may assign or transfer all or any of
      the rights and interests which it has under or by virtue of the Finance
      Documents by giving notice to the
Borrower.

            


    

     

    
      	
              25.3

            	
              Rights of
      assignee.  In respect of any breach of a warranty,
      undertaking, condition or other provision of a Finance Document, or any
      misrepresentation made in or in connection with a Finance Document, a
      direct or indirect assignee of any of the Lender's rights or interests
      under or by virtue of the Finance Documents shall be entitled to recover
      damages by reference to the loss incurred by that assignee as a result of
      the breach or misrepresentation irrespective of whether the Lender would
      have incurred a loss of that kind or
amount.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
      	
              25.4

            	
              Sub-participation; subrogation
      assignment.  The Lender may sub-participate all or any
      part of its rights and/or obligations under or in connection with the
      Finance Documents without the consent of the Borrower and the Lender may
      assign, in any manner and terms agreed by it, all or any part of those
      rights to an insurer or surety who has become subrogated to
      them.

            


    

     

    
      	
              25.5

            	
              Disclosure of
      information.  The Lender may disclose to a potential
      assignee or sub-participant any information which the Lender has received
      in relation to the Borrower, any other Security Party or their affairs
      under or in connection with any Finance Document, unless the information
      is clearly of a confidential
nature.

            


    

     

    
      	
              25.6

            	
              Change of lending
      office.  The Lender may change its lending office by
      giving notice to the Borrower and the change shall become effective on the
      later of:

            


    

     

    
      	
              (a)

            	
              the
      date on which the Borrower receives the notice;
  and

            


    

     

    
      	
              (b)

            	
              the
      date, if any, specified in the notice as the date on which the change will
      come into effect.

            


    

     

    
      	
              26

            	
              VARIATIONS
      AND WAIVERS

            


    

     

    
      	
              26.1

            	
              Variations, waivers etc. by
      Lender.  A document shall be effective to vary, waive,
      suspend or limit any provision of a Finance Document, or the Lender's
      rights or remedies under such a provision or the general law, only if the
      document is signed, or specifically agreed to by fax or telex, by the
      Borrower and the Lender and, if the document relates to a Finance Document
      to which a Security Party is party, by that Security
  Party.

            


    

     

    
      	
              26.2

            	
              Exclusion of other or implied
      variations.  Except for a document which satisfies the
      requirements of Clause 26.1, no document, and no act, course of
      conduct, failure or neglect to act, delay or acquiescence on the part of
      the Lender (or any person acting on its behalf) shall result in the Lender
      (or any person acting on its behalf) being taken to have varied, waived,
      suspended or limited, or being precluded (permanently or temporarily) from
      enforcing, relying on or
exercising:

            


    

     

    
      	
              (a)

            	
              a
      provision of this Agreement or another Finance Document;
  or

            


    

     

    
      	
              (b)

            	
              an
      Event of Default; or

            


    

     

    
      	
              (c)

            	
              a
      breach by the Borrower or a Security Party of an obligation under a
      Finance Document or the general law;
or

            


    

     

    
      	
              (d)

            	
              any
      right or remedy conferred by any Finance Document or by the general
      law;

            


    

     

    
      	 	and
      there shall not be implied into any Finance Document any term or condition
      requiring any such provision to be enforced, or such right or remedy to be
      exercised, within a certain or reasonable
time 


    

     

    
      	
              27

            	
              NOTICES

            


    

     

    
      	
              27.1

            	
              General.  Unless
      otherwise specifically provided, any notice under or in connection with
      any Finance Document shall be given by letter or fax and references in the
      Finance Documents to written notices, notices in writing and notices
      signed by particular persons shall be construed
    accordingly.

            


    

     

    
      	
              27.2

            	
              Addresses for
      communications.  A notice shall be
  sent:

            


    

     

    
      	
                    
                (a)

              

            	
                    
                to
      the Borrower:

              

            	
                    
                24
      Kaningos St.

              

            	
               

            


    

     

    
      	
               
      

            	
              Piraeus

            


    

    
      	
               
      

            	
              Greece

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              Attention
      of:

            	
              Charilaos
      Loukopoulos - Executive Vice
President

            


    

    


    
      	
               
      

            	
              Fax
      No: +30 210 422 0230

            


    

     

    
      
        	
                      
                  (b)

                

              	
                      
                  to
      the Lender:

                

              	
                      
                  The
      National Bank of Greece  S.A.

                

              	
                 

              
	 	 	2
      Bouboulinas Street & Akti Miaouli	 
	 	 	185
      35 Piraeus	 
	 	 	Greece	 
	 	 	 	 
	 	 	      
                Fax
      No: +30 210 414 4120

              	 


      

    

     

    
      	 	or
      to such other address as the relevant party may notify the Lender or, if
      the relevant party is the Lender, the Borrower, the Lender and the
      Security Parties. 


    

     

    
      	
              27.3

            	
              Effective date of
      notices.  Subject to Clauses 27.4 and
      27.5:

            


    

     

    
      	
              (a)

            	
              a
      notice which is delivered personally or posted shall be deemed to be
      served, and shall take effect, at the time when it is
      delivered;

            


    

     

    
      	
              (b)

            	
              a
      notice which is sent by fax shall be deemed to be served, and shall take
      effect, 2 hours after its transmission is
  completed.

            


    

     

    
      	
              27.4

            	
              Service outside business
      hours.  However, if under Clause 27.3 a notice would
      be deemed to be served:

            


    

     

    
      	
              (a)

            	
              on
      a day which is not a Business Day in the place of receipt;
    or

            


    

     

    
      	
              (b)

            	
              on
      such a Business Day, but after 5 p.m. local
  time;

            


    

     

    
      	 	the
      notice shall (subject to Clause 27.5) be deemed to be served, and
      shall take effect, at 9 a.m. on the next day which is such a business
      day. 


    

     

    
      	
              27.5

            	
              Illegible
      notices.  Clauses 27.4 and 27.4 do not apply if the
      recipient of a notice notifies the sender within 1 hour after the time at
      which the notice would otherwise be deemed to be served that the notice
      has been received in a form which is illegible in a material
      respect.

            


    

     

    
      	
              27.6

            	
              Valid
      notices.  A notice under or in connection with a Finance
      Document shall not be invalid by reason that its contents or the manner of
      serving it do not comply with the requirements of this Agreement or, where
      appropriate, any other Finance Document under which it is served
      if:

            


    

     

    
      	
              (a)

            	
              the
      failure to serve it in accordance with the requirements of this Agreement
      or other Finance Document, as the case may be, has not caused any party to
      suffer any significant loss or prejudice;
or

            


    

     

    
      	
              (b)

            	
              in
      the case of incorrect and/or incomplete contents, it should have been
      reasonably clear to the party on which the notice was served what the
      correct or missing particulars should have
been.

            


    

     

    
      	
              27.7

            	
              English
      language.  Any notice under or in connection with a
      Finance Document shall be in
English.

            


    

     

    
      	
              27.8

            	
              Meaning of
      “notice”.  In this Clause 27 “notice” includes any
      demand, consent, authorisation, approval, instruction, waiver or other
      communication.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              28

            	
              SUPPLEMENTAL

            


    

     

    
      	
              28.1

            	
              Rights cumulative,
      non-exclusive.  The rights and remedies which the Finance
      Documents give to the Lender are:

            


    

     

    
      	
              (a)

            	
              cumulative;

            


    

     

    
      	
              (b)

            	
              may
      be exercised as often as appears expedient;
and

            


    

     

    
      	
              (c)

            	
              shall
      not, unless a Finance Document explicitly and specifically states so, be
      taken to exclude or limit any right or remedy conferred by any
      law.

            


    

     

    
      	
              28.2

            	
              Severability of
      provisions.  If any provision of a Finance Document is or
      subsequently becomes void, unenforceable or illegal, that shall not affect
      the validity, enforceability or legality of the other provisions of that
      Finance Document or of the provisions of any other Finance
      Document.

            


    

     

    
      	
              28.3

            	
              Counterparts.  A
      Finance Document may be executed in any number of
      counterparts.

            


    

     

    
      	
              28.4

            	
              Third party
      rights.  A person who is not a party to this Agreement
      has no right under the Contracts (Rights of Third Parties) Act 1999 to
      enforce or to enjoy the benefit of any term of this
    Agreement.

            


    

     

    
      	
              29

            	
              LAW
      AND JURISDICTION

            


    

     

    
      	
              29.1

            	
              English
      law.  This Agreement shall be governed by, and construed
      in accordance with, English law.

            


    

     

    
      	
              29.2

            	
              Exclusive English
      jurisdiction.  Subject to Clause 29.3, the courts of
      England shall have exclusive jurisdiction to settle any disputes which may
      arise out of or in connection with this
  Agreement.

            


    

     

    
      	
              29.3

            	
              Choice of forum for the
      exclusive benefit of the Lender.  Clause 29.2 is for the
      exclusive benefit of the Lender, each of which reserves the
      right:

            


    

     

    
      	
              (a)

            	
              to
      commence proceedings in relation to any matter which arises out of or in
      connection with this Agreement in the courts of any country other than
      England and which have or claim jurisdiction to that matter;
      and

            


    

     

    
      	
              (b)

            	
              to
      commence such proceedings in the courts of any such country or countries
      concurrently with or in addition to proceedings in England or without
      commencing proceedings in England.

            


    

     

    
      	 	No
      Borrower shall commence any proceedings in any country other than England
      in relation to a matter which arises out of or in connection with this
      Agreement. 


    

     

    
      	
              29.4

            	
              Process
      Agent.  The Borrower irrevocably appoints Hill Dickinson
      Services Limited at its office for the time being, presently at Irongate
      House, 7 Duke’s Place, London EC3A 7LP, England to act as its agent to
      receive and accept on its behalf any process or other document relating to
      any proceedings in the English courts which are connected with this
      Agreement.

            


    

     

    
      	
              29.5

            	
              Lender’s rights
      unaffected.  Nothing in this Clause 29 shall exclude or
      limit any right which the Lender may have (whether under the law of any
      country, an international convention or otherwise) with regard to the
      bringing of proceedings, the service of process, the recognition or
      enforcement of a judgment or any similar or related matter in any
      jurisdiction.

            


    

     

    
      	
              29.6

            	
              Meaning of
      “proceedings”.  In this Clause 29, “proceedings” means
      proceedings of any kind, including an application for a provisional or
      protective measure.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS AGREEMENT has been
entered into on the date stated at the beginning of this Agreement.

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXECUTION
PAGE

     

    
      	
              BORROWER

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              SIGNED
by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              SUNRAY
      NAVIGATION INC.

            	
              )

            	 
      	 
      
	
              in
      the presence of:

            	
              )

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              LENDER

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              SIGNED
by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              NATIONAL
      BANK OF GREECE S.A.

            	
              )

            	 
      	 
      
	
              in
      the presence of:

            	
              )

            	 
      	 
      


    

    


     

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1

     

    DRAWDOWN
NOTICE

     

    


    


    


    To:         National
Bank of Greece S.A.

      Administration, Shipping
Division

      2 Bouboulinas Street & Akti
Miaouli

      GR 185 35 Piraeus

      Greece

    


    


    Attention:
Shipping Department

    


     2007

    


    


    DRAWDOWN
NOTICE

    


    
      	
              1

            	
              We
      refer to the loan agreement (the “Loan Agreement”)
      dated              2007
      and made between ourselves, as Borrower, and yourselves, as Lender, in
      connection with a facility of up to $33,176,250.  Terms defined
      in the Loan Agreement have their defined meanings when used in this
      Drawdown Notice.

            


    

     

    
      	
              2

            	
              We
      request to borrow the [l]Advance as
      follows:

            


    

     

    
      	
              (a)

            	
              Amount
      of Advance:  $[l].

            


    

     

    
      	
              (b)

            	
              Drawdown
      Date:  [                       ]
      200[l].

            


    

     

    
      	
              (c)

            	
              Duration
      of the first Interest Period shall be [l]
      months;

            


    

     

    
      	
              (d)

            	
              Payment
      instructions : account of [l] and numbered
      [l] with
      [l] of [l].

            


    

     

    
      	
              3

            	
              We
      represent and warrant that:

            


    

     

    
      	
              (a)

            	
              the
      representations and warranties in Clause 9 of the Loan Agreement
      would remain true and not misleading if repeated on the date of this
      notice with reference to the circumstances now
  existing;

            


    

     

    
      	
              (b)

            	
              no
      Event of Default has occurred or will result from the borrowing of the
      Loan.

            


    

     

    
      	
              4

            	
              This
      notice cannot be revoked without the prior consent of the
      Lender.

            


    

     

    
      	
              5

            	
              We
      authorise you to deduct from the amount of the Advance all accrued but
      unpaid fees payable pursuant to Clause
19.1.

            


    

     

    


    


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

    


    For
and on behalf of

    SUNRAY
NAVIGATION INC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2

     

    CONDITION
PRECEDENT DOCUMENTS

     

    


    PART
A

    


    The
following are the documents referred to in Clause 8.1(a).

    


    
      	
              1

            	
              A
      duly executed original of this Agreement, the Corporate Guarantee and the
      Predelivery Security Assignment (and of each document required to be
      delivered pursuant thereto).

            


    

     

    
      	
              2

            	
              Copies
      of the certificate of incorporation and constitutional documents of the
      Borrower and each Security Party.

            


    

     

    
      	
              3

            	
              Copies
      of resolutions of the shareholders and directors of the Borrower and each
      Security Party authorising the execution of each of the Finance Documents
      referred to at paragraph 1 above to which the Borrower and that Security
      Party is a party and, in the case of the Borrower, authorising named
      officers to give the Drawdown Notices and other notices under this
      Agreement and ratifying the execution of the Shipbuilding Contract or the
      Refund Guarantee.

            


    

     

    
      	
              4

            	
              The
      original of any power of attorney under which any Finance Document
      referred to at paragraph 1 above is executed on behalf of the Borrower and
      each Security Party.

            


    

     

    
      	
              5

            	
              Copies
      of all consents which the Borrower or any other Security Party requires to
      enter into, or make any payment under, any Finance Document or the
      Shipbuilding Contract or the Refund
Guarantee.

            


    

     

    
      	
              6

            	
              Copies
      of the Shipbuilding Contract and of all documents signed or issued by the
      Borrower or the Builder (or any of them) under or in connection with the
      Shipbuilding Contract, each to be in a form acceptable to the
      Lender.

            


    

     

    
      	
              7

            	
              The
      original Refund Guarantee, to be in a form and on terms acceptable to the
      Lender and its legal advisers.

            


    

     

    
      	
              8

            	
              A
      duly issued invoice from the Builder showing all sums due and payable to
      the Builder pursuant to Article X, 2(a) of the Shipbuilding
      Contract.

            


    

     

    
      	
              9

            	
              Documentary
      evidence that the full amount of the instalment payable pursuant to
      Article X, 2(a) of the Shipbuilding Contract has been paid to and received
      by the Builder.

            


    

     

    
      	
              10

            	
              A
      Material Adverse Charge Warranty Letter duly signed by the Borrower and
      the Corporate Guarantor.

            


    

     

    
      	
              11

            	
              Evidence
      that the Borrower is a wholly owned subsidiary of the Corporate
      Guarantor.

            


    

     

    
      	
              12

            	
              Documentary
      evidence that the agent for service of process named in Clause 29 has
      accepted its appointment.

            


    

     

    
      	
              13

            	
              Favourable
      legal opinions from lawyers appointed by the Lender on such matters
      concerning the laws of the Republic of the Marshall Islands and the
      Republic of South Korea and such other relevant jurisdictions as the
      Lender may require.

            


    

     

    
      	
              14

            	
              If
      the Lender so requires, in respect of any of the documents referred to
      above, a certified English translation prepared by a translator approved
      by the Lender.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PART
B

    


    The
following are the documents referred to in Clause 8.1(b)

    


    


    
      	
              1

            	
              Documentary
      evidence that the steel of the Ship has been cut (in the case of the Third
      Advance) the keel of the Ship has been laid (in the case of the Fourth
      Advance) or that the Ship has been launched (in the case of the Fifth
      Advance).

            


    

     

    
      	
              2

            	
              A
      duly issued invoice from the Builder showing all sums due and payable to
      the Builder pursuant to the Shipbuilding Contract in respect of the
      instalment payable pursuant to Article X, 2(c) of the Shipbuilding
      Contract, upon the steel-cutting of the Ship (in the case of the the Third
      Advance), Article X, 2(d) upon the keel-laying of the Ship (in the case of
      the Fourth Advance) or Article X, 2(e) upon launching of the Ship (in the
      case of the Fifth Advance) (as the case may
be).

            


    

     

    
      	
              3

            	
              Stage
      certificates issued by such classification society as the Lender may
      approve in a form acceptable to the Lender, confirming that the building
      works carried out up to and including the steel-cutting of the Ship (in
      the case of the Third Advance), the keel-laying of the Ship (in the case
      of the Fourth Advance) or launching of the Ship (in the case of the Fifth
      Advance) (as the case may be) have been completed to the satisfaction of
      such classification society;

            


    

     

    
      	
              4

            	
              Documentary
      evidence that the full amount of the relevant instalment due under Article
      X, 2(b) (in the case of the Second Advance),  Article X, 2(c)
      (in the case of the Third Advance), Article X 2(d) (in the case of the
      Fourth Advance) and Article X, 2(e) (in the case of the Fifth Advance) of
      the Shipbuilding Contract (in addition to the part to be financed by the
      relevant Advance) has been duly
paid.

            


    

     

    
      	
              5

            	
              A
      Material Adverse Change Warranty Letter duly signed by the
      Borrower.

            


    

     

    
      	
              6

            	
              Except
      in the case of the First Advance and the Second Advance written
      confirmation from the Borrower and the Approved Manager that they have
      irrevocably accepted and approved the building works which have been
      completed on the Ship up to the date of her steel-cutting, keel-laying or
      launching as the case may be.

            


    

     

    PART
C

    


    


    The
following are the documents referred to in Clause 8.1(c).

    


    


    
      	
              1

            	
              A
      duly executed original of each of the Mortgage, the Retention Account
      Pledge, the General Assignment and any Charterparty Assignment (and of
      each document to be delivered pursuant to each of
  them).

            


    

     

    
      	
              2

            	
              Documentary
      evidence that:

            


    

     

    
      	
              (a)

            	
              the
      Ship has been unconditionally delivered by the Builder to, and accepted by
      the Borrower under the Shipbuilding Contract, and the full purchase price
      payable under the Shipbuilding Contract (in addition to the part (if any)
      to be financed by the Sixth Advance) has been duly paid, together with a
      copy of each of the documents to be delivered by the Builder to the
      Borrower under the Shipbuilding Contract (including but not limited to,
      the Builder’s certificate, the bill of sale, the commercial invoice and
      the protocol of delivery and
acceptance);

            


    

     

    
      	
              (b)

            	
              the
      Ship is definitively and permanently registered in the name of the
      Borrower under an Approved Flag;

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (c)

            	
              the
      Ship is in the absolute and unencumbered ownership of the Borrower save as
      contemplated by the Finance Documents to which the Borrower is a
      party;

            


    

     

    
      	
              (d)

            	
              the
      Ship maintains the classification specified in Clause 13.3(b) with
      American  Bureau of Shipping or any other classification
      society, approved by the Lender, which is a member of IACS, free of any
      outstanding or overdue recommendations and conditions of such
      classification society affecting the Ship’s
  class;

            


    

     

    
      	
              (e)

            	
              the
      Mortgage has been duly registered against the Ship as a valid first
      preferred or priority ship mortgage in accordance with the laws of the
      applicable Approved Flag State; and

            


    

     

    
      	
              (f)

            	
              the
      Ship is insured in accordance with the provisions of this Agreement and
      all requirements therein in respect of insurances have been complied
      with.

            


    

     

    
      	
              3

            	
              A
      duly issued invoice from the Builder showing all sums due and payable to
      the Builder pursuant to Article X, 2(f) of the Shipbuilding Contract upon
      delivery of the Ship.

            


    

     

    
      	
              4

            	
              Evidence
      that the part of the instalment payable pursuant to Article X, 2(f) of the
      Shipbuilding Contract which is not to be financed by the Sixth Advance has
      been remitted by the Lender to the
Builder.

            


    

     

    
      	
              5

            	
              Documents
      establishing that the Ship will, as from the relevant Delivery Date, be
      managed by the Approved Manager on terms acceptable to the Lender,
      together with:

            


    

     

    
      	
              (a)

            	
              the
      Approved Manager’s Undertaking in relation to the Ship duly signed by the
      Approved Manager and the Material Adverse Change Warranty Letter duly
      signed by the Borrower;

            


    

     

    
      	
              (b)

            	
              copies
      of the Approved Manager’s document of compliance (DOC) and the safety
      management certificate (SMC) in respect of the Ship referred to in
      paragraph (a) of the definition of the ISM Code Documentation certified as
      true and in effect by the Borrower and the Approved Manager;
      and

            


    

     

    
      	
              (c)

            	
              a
      copy of the International Ship Security Certificate in respect of the Ship
      certified as true and in effect by the Borrower and the Approved
      Manager.

            


    

     

    
      	
              6

            	
              Two
      valuations of the Ship (at the cost of the Borrower), each from an
      independent sale and purchase shipbroker appointed by the Lender dated not
      earlier than 10 days before the Drawdown Date of the Sixth Advance
      applicable to the Ship and prepared in accordance with Clause
      14.4.

            


    

     

    
      	
              7

            	
              Favourable
      opinions from an independent insurance consultant acceptable to the Lender
      on such matters relating to the insurances for the Ship as the Lender may
      require.

            


    

     

    
      	
              8

            	
              Favourable
      legal opinions from lawyers appointed by the Lender on such matters
      concerning the laws of the applicable Approved Flag State and such other
      relevant jurisdictions as the Lender may
  require.

            


    

     

    
      	
              9

            	
              The
      originals of any mandates or other documents required in connection with
      the opening of operation of the Earnings Account and the Retention
      Account.

            


    

     

    Every
copy document delivered under this Schedule shall be certified as a true and up
to date copy by a director or the secretary (or equivalent officer) of the
Borrower.

    


    SK
23286 0002 890397