d890390_ex4-15.htm


    EXHIBIT
4.15

      


       

      EXECUTION
VERSION

       

       

      DATED                                        2008

       

      


       

      LEMANNVILLLE
NAVIGATION INC.

      


      


      -
and -

       

      TURNEVILLE
NAVIGATION INC.

      as
joint and several Borrowers

       

      THE
BANKS AND FINANCIAL INSTITUTIONS

      LISTED
IN SCHEDULE 1

      as
Original Lenders

      


      LLOYDS
TSB BANK PLC

      as
Swap Bank

       

      LLOYDS
TSB BANK PLC

      as
Agent

       

      -
and -

       

      LLOYDS
TSB BANK PLC

      as
Security Trustee

      


      ___________________________________________

       

      LOAN
AGREEMENT

       

      ___________________________________________

       

      Loan
Facility of up to $83,250,000

       

      


      


      


      


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      INDEX

       

      NO.           DESCRIPTION                                                                                                     PAGE

       

      
        	
                1

              	
                ‎DEFINITIONS
      AND INTERPRETATION

              	
                 1

              


      

       

      
        	
                2

              	
                ‎THE
      LOAN

              	
                 16

              


      

       

      
        	
                3

              	
                ‎DRAWDOWN

              	
                 18

              


      

       

      
        	
                4

              	
                ‎REPAYMENT

              	
                 20

              


      

       

      
        	
                5

              	
                ‎PREPAYMENT
      AND CANCELLATION

              	
                 21

              


      

       

      
        	
                6

              	
                ‎INTEREST

              	
                 23

              


      

       

      
        	
                7

              	
                ‎ACCOUNTS
      OF THE BANKS

              	
                 27

              


      

       

      
        	
                8

              	
                ‎PAYMENTS

              	
                 28

              


      

       

      
        	
                9

              	
                ‎NO
      SET-OFF, COUNTERCLAIM OR TAX DEDUCTION

              	
                 29

              


      

       

      
        	
                10

              	
                ‎EARNINGS

              	
                 30

              


      

       

      
        	
                11

              	
                ‎REPRESENTATIONS
      AND WARRANTIES

              	
                 33

              


      

       

      
        	
                12

              	
                ‎GENERAL
      UNDERTAKINGS

              	
                 37

              


      

       

      
        	
                13

              	
                ‎INFORMATION
      UNDERTAKINGS

              	
                 40

              


      

       

      
        	
                14

              	
                ‎VESSEL
      UNDERTAKINGS - INSURANCE

              	
                 42

              


      

       

      
        	
                15

              	
                ‎VESSEL
      UNDERTAKINGS - OPERATION AND MAINTENANCE

              	
                 46

              


      

       

      
        	
                16

              	
                ‎VALUATIONS
      AND ASSET PROTECTION

              	
                 51

              


      

       

      
        	
                17

              	
                ‎EVENTS
      OF DEFAULT

              	
                 52

              


      

       

      
        	
                18

              	
                ‎FEES,
      EXPENSES AND INDEMNITIES

              	
                 55

              


      

       

      
        	
                19

              	
                ‎THE
      AGENT

              	
                 60

              


      

       

      
        	
                20

              	
                ‎THE
      SECURITY TRUSTEE

              	
                 61

              


      

       

      
        	
                21

              	
                ‎RETIREMENT
      OF A SERVICE BANK

              	
                 67

              


      

       

      
        	
                22

              	
                ‎LIMITS
      OF THE SERVICE BANKS' OBLIGATIONS

              	
                 67

              


      

       

      
        	
                23

              	
                ‎SHARING
      OF PAYMENTS

              	
                 70

              


      

       

      
        	
                24

              	
                ‎JOINT
      AND SEVERAL LIABILITY

              	
                 71

              


      

       

      
        	
                25

              	
                ‎ASSIGNMENT,
      TRANSFER AND RELEASE

              	
                 72

              


      

       

      
        	
                26

              	
                ‎SET-OFF

              	
                 75

              


      

       

      
        	
                27

              	
                ‎MISCELLANEOUS

              	
                 75

              


      

       

      
        	
                28

              	
                ‎NOTICES

              	
                 76

              


      

       

      
        	
                29

              	
                ‎APPLICABLE
      LAW AND JURISDICTION

              	
                 77

              


      

       

      
        
          	
                  Schedule
      1 - LENDERS AND COMMITMENTS

                	
                   80

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	Schedule 2 - FORM OF NOTICE OF DRAWDOWN	
                   81

                


        

         

        
          	Schedule 3 - DETAILS OF THE VESSELS	
                   83

                


        

         

        
          	Schedule 4 - CONDITIONS PRECEDENT	
                   84

                


        

         

        
          	Schedule 5 - FORM OF TRANSFER CERTIFICATE	
                   88

                


        

         

        
          	
                  Schedule
      6 - MANDATORY COST FORMULA

                	
                   93

                


        

         

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      THIS AGREEMENT is made on
                                         2008

       

      BETWEEN:

       

      
        	
                (1)

              	
                LEMANNVILLE NAVIGATION
      INC. and TURNEVILLE NAVIGATION
      INC., as joint and several
Borrowers;

              


      

       

      
        	
                (2)

              	
                THE BANKS AND FINANCIAL
      INSTITUTIONS listed in Schedule 1, as Original
    Lenders;

              


      

       

      
        	
                (3)

              	
                LLOYDS TSB BANK PLC, as
      Swap Bank;

              


      

       

      
        	
                (4)

              	
                LLOYDS TSB BANK PLC, as
      Agent; and

              


      

       

      
        	
                (5)

              	
                LLOYDS TSB BANK PLC, as
      Security Trustee.

              


      

       

      WHEREAS:

       

      
        	
                (A)

              	
                The
      Lenders have agreed to make available to the Borrowers, as joint and
      several borrowers, a loan facility of up to the lesser of (i) $83,250,000;
      and (ii) 75% of the Appraised Market Value of the Vessels for the purpose
      of providing post-delivery finance to assist the Borrowers in financing
      (a) (in part) their purchase of the Vessels from the Seller pursuant to
      the MOAs and (b) the repayment of the MOA Loan in accordance with the
      terms of the MOA Loan Agreement.

              


      

       

      
        	
                (B)

              	
                The
      Swap Bank may enter into swap transactions with the Borrowers (or either
      of them) from time to time to hedge the Borrowers' floating interest rate
      and/or exchange rate exposure in relation to this
    Agreement.

              


      

       

      IT
IS AGREED AS FOLLOWS:

       

      
        	
                1.  

              	
                DEFINITIONS
      AND INTERPRETATION

              


      

       

      
        	
                1.1  

              	
                Definitions

              


      

       

      In
this Agreement, including the preamble and the Recitals, the following
expressions shall have the following meanings:

       

      "Accounts" means, in relation
to either Borrower, the Earnings Account and the Retention Account to be opened
by that Borrower with the Agent;

       

      "Accounts Security" means, in
relation to either Borrower, the deed or other instrument creating security in
respect of the Accounts held by that Borrower to be executed by it in the agreed
form;

       

      "Agent" means Lloyds TSB Bank
plc, acting through its office at 10 Gresham Street, London EC2V
7AE;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Agreed Form Certificate" means
the certificate dated on or about the Signing Date executed by the Borrowers and
the Agent attaching the agreed forms of the various Security Documents and any
other relevant documents referred to in this Agreement;

       

      "Applicable Charter" means, in
relation to either Vessel, the time charter dated 9 May 2008 and made between
the relevant Borrower, as owner and the Seller, as charterer (as the same may be
amended from time to time) and any other time charter or other contract of
employment entered into in respect of that Vessel by the relevant Borrower and
which is for a term in excess of 12 months (including any
extensions);

       

      "Applicable Margin" means the percentage
specified in the Fee Letter;

       

      "Appraised Market Value" means,
in relation to either Vessel, the value of that Vessel as most recently
determined in accordance with Clause ‎16;

       

      "Approved Broker" means any one
of Clarksons, RS Platou, Arrow S&P and Braemar Seascope and any other
brokers to be agreed between the Borrowers and the Agent;

       

      "Approved Flag State" means, in
relation to either Vessel, the Republic of the Marshall Islands or such other
jurisdiction as the Agent may approve;

       

      "Approved Manager's
Undertaking" means, in relation to either Vessel, the undertaking to be
executed in the agreed form (with any relevant amendments, as may be approved by
the Agent) by each relevant Approved Technical Manager with respect to the
technical management of that Vessel and the rights of the Security Trustee
(incorporating an assignment of the relevant Approved Technical Manager's
interest in the Insurances of that Vessel);

       

      "Approved Technical Management
Agreement" means, in relation to either Vessel, any agreement for the
time being in force between the relevant Borrower and an Approved Technical
Manager with respect to the technical management of that Vessel and which has
been approved by the Agent;

       

      "Approved Technical Manager"
means, in relation to either Vessel, such company as the Agent may from time to
time approve as the technical manager of that Vessel;

       

      "Availability Period" means, in
relation to each Tranche, the period commencing on the Signing Date and ending
on the earlier of (a) the relevant Back-stop Date, (b) the relevant Delivery
Date (or such later date as the Lenders may agree with the Borrowers) and (c)
the date on which the obligations of the Lenders to make that Tranche (or any
part thereof) available are cancelled in full;

       

      "Back-stop Date"
means:

       

      
        	
                (a)  

              	
                in
      respect of the Tranche relating to Hull No. 2143, 31 October
      2010;

              


      

       

      
        	
                (b)  

              	
                in
      respect of the Tranche relating to Hull No. 2198, 30 September
      2009;

              


      

       

      "Bank" means any of the
Lenders, the Swap Bank, the Agent and the Security Trustee;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Banking Day" means a day
(excluding Saturdays and Sundays) on which dealings in deposits in Dollars may
be carried out in the London Interbank Market and on which banks and foreign
exchange markets are open for business in London, Athens and (if payment or
other dealing is required to be made on that day) in New York City and (in the
case of payment) the place to which such payment is required to be
made;

       

      "Basel II" means the revision
to the Basel Accord as contemplated by the revised framework entitled
"International Convergence of Capital Measurement and Capital Standards: a
Revised Framework" published by the Basel Committee on Banking Supervision on 26
June, 2004, as such revision may be implemented in the United Kingdom, the EEA
and the EU (including, for the avoidance of doubt, by way of changes to the EU
Capital Adequacy Directive);

       

      "Basel Accord" means the accord
on minimum capital requirements for internationally active banks promulgated in
1988 by the Basel Committee on Banking Supervision as amended prior to the
Signing Date;

       

      "Borrower" means either of
Lemannville Navigation Inc. or Turneville Navigation Inc., each incorporated
under the laws of the Republic of the Marshall Islands with its registered
office at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro,
Marshall Islands MH96960 and "Borrowers" means both of
them;

       

      "Break Costs" means, in the
case of any prepayment of the whole or any part of the Loan, such amount as
shall be certified by the Agent as being necessary to compensate the Banks (or
any of them) for any loss (excluding loss of profit), penalty or expense
incurred or to be incurred by the Banks (or any of them) on account of funds
borrowed in order to make, fund or match the Loan (or any part thereof)
including any losses, penalties or expenses (including, without limitation, loss
of profit calaculated on a mark to market basis) incurred by the Banks (or any
of them) in connection with, any interest rate swap arrangement entered into by
the Swap Bank to hedge any exposure arising under this Agreement or in
terminating or reversing or otherwise in connection with, any open position
arising under this Agreement;

       

      "Classification Society" means, in respect of
each Vessel, Lloyd's Register of Shipping or such other classification society
which is a member of the International Association of Classification Societies,
as may from time to time be approved in writing by the Agent;

       

       "Commitment"
means:

       

      
        	
                (a)  

              	
                in
      relation to an Original Lender in respect of a Tranche, the amount set
      opposite its name in Schedule 1 in respect of that Tranche and the amount
      of any other Commitment transferred to it under this Agreement in respect
      of that Tranche; and

              


      

       

      
        	
                (b)  

              	
                in
      relation to any other Lender in respect of that Tranche, the amount of any
      Commitment transferred to it under this Agreement in respect of that
      Tranche, to the extent not cancelled, reduced or transferred by it under
      this Agreement (and "Total Commitments" means
      the aggregate of the Commitments of all the
  Lenders);

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Consolidated Net Finance
Charges" means, for each Measurement Period, the aggregate amount of the
accrued interest, commission, fees, discounts, prepayments, penalties or
premiums and other finance payments in respect of borrowings whether paid,
payable or capitalised by any member of the Group in respect of that Measurement
Period:

       

      
        	 	(a)	excluding
      any such obligations owed to any other member of the Group;
	 	 	 
	 	(b) 	including
      the interest element of leasing and hire purchase payments;
	 	 	 
	
                 
      

              	
                (c)

              	
                including
      any accrued commission, fees, discounts and other finance payments payable
      by any member of the Group under any interest rate hedging
      arrangement;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                deducting
      any accrued commission, fees, discounts and other finance payments owing
      to any member of the Group under any interest rate hedging instrument;
      and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                deducting
      any accrued interest owing to any member of the Group on any deposit or
      bank account;

              


      

       

      "Contribution" means, in
relation to a Lender in respect of the Loan or a Tranche or any other amount,
the part of the Loan or such Tranche or such other amount owing to that Lender
at any relevant time, and "Total Contributions" means the aggregate of
the Contributions of all the Lenders;

       

      "Corporate Guarantor" means Omega Navigation
Enterprises Inc., a corporation organised and existing under the laws of the
Republic of the Marshall Islands with its registered office at Trust Company
Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands
MH96960;

       

      
        	
                 
      

              	
                "Current Assets" means,
      as at any date, the value at that date of the current assets of the Group
      on a consolidated basis determined in accordance with generally accepted
      accounting principles consistently
applied;

              


      

       

      "Current Liabilities" means, as
at any date, the value at that date of the current liabilities of the Group on a
consolidated basis determined in accordance with generally accepted accounting
principles consistently applied (but excluding any repayments of principal that
fall due in respect of any  long-term debt within 12 months after the
date of determination of the current liabilities);

       

      "Default Rate" means the annual rate of
interest determined in accordance with Clause ‎6.3;

       

      "Delivery Date" means, in
relation to either Vessel, the date on which that Vessel is delivered to, and
accepted by, the relevant Borrower under the MOA relating to it;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Designated Transaction" means
a transaction which is entered into by the Borrowers or either
Borrower:

       

      
        	 	(a) 	with
      the Swap Bank pursuant to a Master Agreement; and 
	 	 	 
	
                 
      

              	
                (b)

              	
                whose
      purpose is the hedging of all or a part of any floating interest rate
      and/or exchange rate exposure of the Borrowers (or either of them) arising
      under or in relation to this
Agreement;

              


      

       

      "Dollars" and "$" mean the lawful currency
for the time being of the United States of America;

       

      "Drawdown Date" means each Banking Day
on which the Borrowers (or either of them) specify that they wish a Tranche to
be advanced or (as the context requires) the date on which a particular Tranche
is actually advanced to the Borrowers (or either of them);

       

      "Earnings" means, in relation
to either Vessel, all moneys whatsoever (and all claims for such moneys),
present and future, which are earned or recoverable by, or become payable to or
for the account of, the relevant Borrower or any other relevant person at any
time during the Security Period arising (whether in contract, tort or otherwise
howsoever), directly or indirectly, out of the ownership, use or operation of
such Vessel, including (but not limited to) all freight, hire and passage
moneys, compensation payable in the event of requisition of such Vessel for
hire, remuneration for salvage and towage services, demurrage and detention
moneys, contributions in general average, damages for breach (or payments for
variation or termination) of any charterparty or other contract for employment
of such Vessel, and all moneys (other than in respect of Insurances or
Requisition Compensation) arising from a Total Loss, together with the benefit
of any guarantee, indemnity or other security which may at any time be given as
security for the payment of such moneys;

       

      "Earnings Account" means, in
relation to Lemannville Navigation Inc., the Dollar denominated Inc - Earnings
Account with account number 11604279 designated LTSB Re Lemannville Navigation
Inc - Earnings Account opened or to be opened by that Borrower with the Agent
for its Vessel and in relation to Turneville Navigation Inc., the Dollar
denominated earnings account with account number 11604295 designated LTSB Re
Turneville Navigation Inc -  Earnings Account opened or to be opened
by that Borrower with the Agent for its Vessel, in each case as required under
Clause ‎10.1;

       

      "EBITDA" means, in respect of
any Measurement Period, means the consolidated profits of the Group from
ordinary activities before taxation:

       

      
        	 	(a) 	

                before
      deducting any Consolidated Net Finance Charges;

              
	 	 	 
	
                 
      

              	
                (b)

              	
                

                  before
      taking into account any items treated as exceptional or extraordinary
      items (including drydocking
expenses);

                

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 	(c) 	

                  

                    after
      deducting the amount of any profit of any member of the Group which is
      attributable to minority interests; and

                  

                
	 	 	 
	
                   
      

                	
                  (d)

                	
                  

                    

                      before
      deducting any amount attributable to the amortisation of intangible assets
      or the depreciation of tangible
  assets,

                    

                  

                


        

         

      

      "Encumbrance" means any mortgage,
charge, (whether fixed or floating), pledge, lien, hypothecation, assignment,
trust arrangement or security interest or other encumbrance of any kind securing
any obligation of any person or having the effect of conferring security or any
type of preferential arrangement (including, without limitation, title transfer
and/or retention arrangements having a similar effect);

       

      "Environmental Affiliate" means any agent or
employee of either Borrower or any other Obligor, or any other person having a
contractual relationship with either Borrower or any other Obligor in connection
with any Relevant Ship or its operation or the carriage of cargo and/or
passengers thereon and/or the provision of goods and/or services on or from the
Relevant Ship;

       

      "Environmental Approval" means
any permit, licence, approval, ruling, exemption  or  other
authorisation required under applicable Environmental Laws;

       

      "Environmental Claim" means:

       

      
        	
                (a)  

              	
                any
      claim by, or directive from, any applicable governmental, judicial or
      other regulatory authority alleging breach of, or non-compliance with, any
      Environmental Laws or Environmental Approvals or otherwise howsoever
      relating to or arising out of an Environmental Incident;
  or

              


      

       

      
        	
                (b)  

              	
                any
      claim by any other person howsoever relating to or arising out of an
      Environmental Incident

              


      

       

      (and,
in each such case, "claim" shall mean a claim for
damages, clean-up costs, compliance, remedial action or otherwise);

       

      "Environmental Incident" means:

       

      
        	
                (a)  

              	
                any
      release, discharge, disposal or emission of Material of Environmental
      Concern from a Relevant Ship; or

              


      

       

      
        	
                (b)  

              	
                any
      incident in which Material of Environmental Concern is released,
      discharged, disposed of, or emitted by or from a ship other than a
      Relevant Ship and which involves collision between a Relevant Ship and
      such other ship, or some other incident of navigation or operation, in
      either case where a Relevant Ship, any of the Obligors or the managers of
      the Relevant Ship is or are actually or allegedly at fault or otherwise
      liable (in whole or in part); or

              


      

       

      
        	
                (c)  

              	
                any
      incident in which Material of Environmental Concern is released,
      discharged, disposed of, or emitted by or from a ship other than a
      Relevant Ship and where the Relevant Ship is actually or potentially
      liable to be arrested or attached as a result and/or where any of the
      Obligors or the managers of the Relevant Ship is or are actually or
      allegedly at fault or otherwise
liable;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Environmental Laws" means all national and
international laws, ordinances, rules, regulations, rules of common law,
conventions and agreements pertaining to pollution or protection of human health
or the environment (including, without limitation, the United States Oil
Pollution Act of 1990 and any comparable laws of the individual States of the
United States of America);

       

      "Event of Default" means any of the events
listed in Clause ‎17.1;

       

      "Fee Letter" means the fee
letter agreement dated on or about the Signing Date made between the Agent and
the Borrowers in respect of, among other things, the fees payable under Clauses
‎18.1,
‎18.2
and ‎18.3
and the Applicable Margin;

       

      "Finance Documents" means this
Agreement, each Master Agreement, the Fee Letter, the Security Documents and any
other documents designated as such by the Agent and the Borrowers;

       

      "Financial Indebtedness" means
any indebtedness in respect of:

       

      
        	
                (a)  

              	
                moneys
      borrowed or raised and interest
thereon;

              


      

       

      
        	
                (b)  

              	
                any
      bond, bill of exchange, note, loan stock, debenture, commercial paper or
      similar security or instrument;

              


      

       

      
        	
                (c)  

              	
                acceptance,
      documentary credit or guarantee
facilities;

              


      

       

      
        	
                (d)  

              	
                deferred
      payments for assets or services
acquired;

              


      

       

      
        	
                (e)  

              	
                rental
      payments so far as attributable to payment of capital under finance
      leases, whether in respect of land, buildings, machinery or equipment or
      otherwise;

              


      

       

      
        	
                (f)  

              	
                payments
      under hire purchase contracts;

              


      

       

      
        	
                (g)  

              	
                factored
      debts, to the extent that there is
recourse;

              


      

       

      
        	
                (h)  

              	
                guarantees,
      bonds, standby letters of credit or other instruments issued in connection
      with the performance of contracts or
  obligations;

              


      

       

      
        	
                (i)  

              	
                any
      interest or currency swap or any other form of derivative
      transaction;

              


      

       

      
        	
                (j)  

              	
                guarantees,
      indemnities or other assurances against financial loss in respect of
      indebtedness of any person falling within any of paragraphs (a) to (i)
      inclusive above; and

              


      

       

      
        	
                (k)  

              	
                amounts
      raised or obligations incurred under any other transaction having the
      commercial effect of any of the
above;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "General Assignment" means, in relation to
either Vessel, the assignment of the Insurances, Earnings, Requisition
Compensation and each Applicable Charter relating thereto to be executed by the
relevant Borrower in the agreed form;

       

      "Group" means the Corporate
Guarantor and its subsidiaries;

       

      "Guarantee" means the
irrevocable and unconditional deed of guarantee and indemnity to be executed by
the Corporate Guarantor in favour of the Security Trustee in the agreed
form;

       

      "Indebtedness" means any
obligation for the payment or repayment of moneys, whether present or future,
actual or contingent, sole or joint;

       

      "Insurances" means, in relation
to either Vessel, all policies and contracts of insurance (including all entries
of that Vessel in a protection and indemnity association and a war risks
association) which are from time to time taken out or entered into in respect of
such Vessel or her Earnings or otherwise howsoever (as specified in greater
detail in Clause ‎14)
and all benefits of such policies and contracts, including all claims of
whatsoever nature and return of premiums;

       

      "Interest Date" means, in
relation to a Tranche, a date upon which interest is due and payable in
accordance with Clause ‎6.1;

       

      "Interest Payable" means the
aggregate amount of interest to be paid by the Corporate Guarantor (and its
subsidiaries) in each Measurement Period in respect of any Financial
Indebtedness;

       

      "Interest Period" means, in relation to a
Tranche, each period determined in accordance with Clause ‎6.4;

       

      "Interest Rate" means, in relation to a
Tranche, the annual rate of interest which is determined by the Agent in
accordance with Clause ‎6.2;

       

      "ISM Code" means The
International Management Code for the Safe Operation of Ships and for Pollution
Prevention as adopted by the International Maritime Organisation as Resolutions
A.741(18) and A.913(22) (as amended, supplemented or replaced from time to
time);

       

      "ISPS Code" means The
International Ship and Port Facility Security Code as adopted by the
International Maritime Organisation (as amended, supplemented or replaced from
time to time);

       

      "Lenders" means:

       

      
        	
                (a)  

              	
                any
      Original Lender; and

              


      

       

      
        	
                (b)  

              	
                any
      bank, financial institution or other entity which has become a Party in
      accordance with Clause ‎25,

              


      

       

      
        which
in each case has not ceased to be a Party in accordance with the terms of this
Agreement;

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Lending Office" means, in
respect of a Lender, the office through which it will perform its obligations
under this Agreement being, in the case of an Original Lender, the office set
out against its name in Schedule 1 and, in the case of each other Lender, the
office specified in the relevant Transfer Certificate by which it becomes a
Party (or such other office in respect of any Lender as may be selected by it in
accordance with Clause ‎25.11);

       

      "LIBOR" means, in relation to
an Interest Period or any other relevant period:

       

      
        	
                (a)  

              	
                the
      applicable Screen Rate; or

              


      

       

      
        	
                (b)  

              	
                (if
      no Screen Rate is available for that period) the arithmetic mean of the
      rates (rounded upwards to four decimal places) quoted to the Agent by
      leading banks in the London interbank
market,

              


      

       

      at
or about 11.00 a.m. London time on the Quotation Day for the offering of
deposits in Dollars in an amount comparable to the Loan or relevant part thereof
or other relevant sum (as the case may be) and for a period comparable to that
period;

       

      "Liquidity" means, as at any
date, the value at that date of the cash and the undrawn credit facilities of
the Group on a consolidated basis as determined in accordance with generally
accepted accounting principles consistently applied;

       

      "Loan" means the sum of up to
the lesser of (i) $83,250,000; and (ii) 75% of the Appraised Market Value of the
Vessels to be advanced by the Lenders to the Borrowers under this Agreement and,
as the context may require, means the aggregate principal amount of the Tranches
from time to time outstanding under this Agreement;

       

      "Major Casualty" means, in
relation to either Vessel, any casualty to that Vessel or incident (other than a
Total Loss) in respect of which the claim or the aggregate of the claims against
all insurers, before adjustment for any relevant franchise or deductible,
exceeds $500,000;

       

      "Majority Lenders" means:

       

      
        	
                (a)  

              	
                before
      an advance of a Tranche has been made, Lenders the aggregate of whose
      Commitments at any relevant time exceeds two-thirds of the Total
      Commitments at such time; and

              


      

       

      
        	
                (b)  

              	
                after
      an advance of a Tranche has been made, Lenders the aggregate of whose
      Contributions at any relevant time exceeds two-thirds of the Total
      Contributions at such time;

              


      

       

      "Mandatory Costs" means the
percentage rate per annum calculated by the Agent in accordance with Schedule 6;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Master Agreement" means any
ISDA Master Agreement entered or to be entered into by the Borrowers or either
Borrower with the Swap Bank and includes all Designated Transactions from time
to time entered into, and all confirmations from time to time exchanged or
deemed exchanged, thereunder;

       

      "Master Agreement Liabilities"
means, as at any relevant date, all liabilities of the Borrowers to the Swap
Bank under or pursuant to any Master Agreement, whether actual or contingent,
present or future;

       

      "Material Adverse Change" or
"Material Adverse
Effect" means a material adverse change in or a material adverse effect
on:

       

      
        	
                (a)  

              	
                the
      financial condition of the Group;

              


      

       

      
        	
                (b)  

              	
                the
      ability of any Obligor to perform and comply with its obligations under
      any Finance Document or Transaction
Document;

              


      

       

      
        	
                (c)  

              	
                the
      validity, legality or enforceability of any Finance Document or
      Transaction Document; or

              


      

       

      
        	
                (d)  

              	
                the
      validity, legality or enforceability of any Encumbrance expressed to be
      created pursuant to any Finance Document or the priority or ranking of
      that Encumbrance;

              


      

       

      "Material of Environmental
Concern" means and includes chemicals, pollutants, contaminants, waste,
toxic or hazardous substances, oil, petroleum and oil and petroleum products and
any other polluting substances, the release, discharge, disposal or emission of
which into the environment is regulated, prohibited or penalised by or pursuant
to any Environmental Law;

       

      "Maturity Date" means the
earlier of the date falling 10 years after the final Drawdown Date and 31
October 2020;

       

      "Measurement Period" means the
3 month period prior to the date falling at successive 3 monthly intervals
starting from the first Drawdown Date;

      


      "MOA" means, in relation to
either Vessel, the memorandum of agreement entered or to be entered into between
the Seller and the relevant Borrower in respect of that Vessel for the sale and
purchase of that Vessel and "MOAs" means all of
them;

       

      "MOA Loan" means an amount not
exceeding $9,900,000 or such other amount being the commitment available to the
Borrowers, as joint and several borrowers, by Lloyds TSB Bank plc, as lender,
under the MOA Loan Agreement;

       

      "MOA Loan Agreement" means the
loan facility agreement
dated                    2008
and made between Lloyds TSB Bank plc, as lender and the Borrowers, as joint and
several borrowers, pursuant to which Lloyds TSB Bank plc has agreed to make
available to the Borrowers a facility of up to $9,900,000 to assist them in
financing (in part) the deposit made or to be made by the Borrowers pursuant to
the MOAs;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Mortgage" means, in relation
to either Vessel, the first priority preferred Republic of the Marshall Islands
ship mortgage over that Vessel to be executed by the relevant Borrower in the
agreed form (unless such Vessel is registered in an Approved Flag State other
than the Republic of the Marshall Islands in which case such mortgage shall be
in such form as the Agent may approve or require having regard to the
requirements of the laws of such Approved Flag State and shall include, if
customary for vessels registered in that Approved Flag State, a deed of
covenants collateral thereto);

       

      "Notice of Drawdown" means a
notice in the form set out in Schedule
2;

       

      "Obligors" means the Borrowers,
the Corporate Guarantor and the Approved Technical Manager(s);

       

      "Original Lender" means any of
the banks and financial institutions listed in Schedule 1 and "Original Lenders" means all of
them;

       

      "Outstanding Indebtedness" means the aggregate of
the Loan, all interest accrued on the Loan, the Master Agreement Liabilities and
all other sums of money whatsoever from time to time due or owing actually or
contingently to the Banks (or any of them) under or pursuant to the Finance
Documents;

       

      "Party" means a party to this
Agreement;

       

      "Percentage" as at any date
means, in relation to a Lender, the proportion, expressed as a percentage, which
the amount of the Commitment of such Lender bears to the Total Commitments of
all of the Lenders (including such Lender) as at such date;

       

      "Permitted Encumbrance" means:

       

      
        	
                (a)  

              	
                any
      Encumbrance created by or pursuant to the Finance
    Documents;

              


      

       

      
        	
                (b)  

              	
                liens
      on either Vessel for crew's wages or salvage and possessory liens on
      either Vessel for work carried out on that Vessel which has been approved
      by the Agent;

              


      

       

      
        	
                (c)  

              	
                any
      other lien on either Vessel arising in the ordinary course of trading by
      statute or by operation of law in respect of obligations which are not
      more than 14 days overdue or which are being contested in good faith by
      appropriate proceedings (and for the payment of which adequate reserves
      have been provided) so long as any such proceedings or the continued
      existence of such lien do not involve any likelihood of the sale,
      forfeiture or loss of, or of any interest in, such
  Vessel;

              


      

       

      "Quotation Day" means, in
relation to any period for which an interest rate is to be determined, the day
falling 2 Banking Days before the first day of that period;

       

      "Potential Event of Default"
means an event or circumstance which, with only the giving of any notice, lapse
of time, the making of any determination under the Finance Documents or
satisfaction of any other condition would constitute an Event of
Default;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Relevant Ship" means the Vessels and
any other ship from time to time (whether before or after the Signing Date)
owned, managed or crewed by, or chartered to, any Obligor;

       

      "Repayment Date" means, in
relation to a Tranche, each of the Banking Days upon which a Repayment
Instalment is due and payable in accordance with Clause ‎4.2
in respect of that Tranche;

       

      "Repayment Instalment" means,
in relation to a Tranche, each of the instalments of that Tranche becoming due
on a Repayment Date in accordance with Clause ‎4.1;

       

      "Requisition Compensation"
means, in relation to either Vessel, all moneys or other compensation payable
during the Security Period by reason of requisition for title or other
compulsory acquisition of that Vessel otherwise than by requisition for
hire;

       

      "Retention Account" means, in
relation to Lemannville Navigation Inc., the Dollar denominated retention
account with account number 11604287 designated LTSB Re Lemannville Navigation
Inc – Retention Account opened or to be opened by that Borrower with the Agent
for its Vessel and in relation to Turneville Navigation Inc., the Dollar
denominated retention account with account number 11604309 designated LTSB Re
Turneville Navigation Inc – Retention Account opened or to be opened by that
Borrower with the Agent for its Vessel, in each case as required under Clause ‎10.1;

       

      "Screen Rate" means, in respect
of LIBOR for any period, the British Bankers' Association Interest Settlement
Rate for Dollars for the relevant period, displayed on the appropriate page of
the Reuters screen. If the agreed page is replaced or service ceases to be
available, the Agent may specify another page or service displaying the
appropriate rate after consultation with the Borrowers;

       

      "Security Coverage" means, at
any time, the percentage calculated in accordance with the formula:

       

      Security
Coverage [Missing Graphic Reference]

       

      Where:

       

      
        	
                 
      

              	
                A
      =

              	
                the
      aggregate of (a) the Appraised Market Value of the Vessels and (b) the
      market value, as determined by the Agent, of any additional security
      provided under Clause ‎16;
      and

              
	 	 	 
	 	B
      = 	 the
      Loan outstanding;


      

       

      "Security Documents" means the
Guarantee, the Mortgages, the General Assignments, the Accounts Securities, the
Approved Manager's Undertaking(s) and any and every other document from time to
time executed to secure, or to establish a subordination or priorities
arrangement in relation to, all or any of the obligations of any person to the
Banks (or any of them) under this Agreement, each Master Agreement or any other
Finance Document;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Security Period" means the
period from the Signing Date until the discharge of the security created by the
Security Documents by final and irrevocable repayment or payment in full of the
Outstanding Indebtedness;

       

      "Security Trustee" means Lloyds
TSB Bank plc, acting through its office at 10 Gresham Street, London EC2V
7AE;

       

      "Seller" means in respect of
each Vessel, ST Shipping & Transport Pte. Ltd. of Singapore;

       

      "Service Bank" means the Agent
or the Security Trustee;

       

      "Shipyard" means Hyundai Mipo
Dockyard Co., Ltd. of Korea;

       

      "Signing Date" means the date
of this Agreement;

       

      "Swap Bank" means Lloyds TSB
Bank plc, acting through its office at 10 Gresham Street, London EC2V
7AE;

       

      "Total Loss" means, in relation to
either Vessel, (a) actual, constructive, compromised, agreed or arranged total
loss of that Vessel; or (b) requisition for title or other compulsory
acquisition of that Vessel, otherwise than by requisition for hire; or (c)
capture, seizure, arrest, detention or confiscation of that Vessel by any
government or by any persons acting or purporting to act on behalf of any
government, unless the Vessel be released and restored to its owner within 30
days thereafter;

       

      "Total Loss Date" means, in relation to
either Vessel, the date upon which a Total Loss of that Vessel shall be deemed
to have occurred, being:

       

      
        	
                (a)  

              	
                if
      it consists of an actual loss, at noon London time on the actual date of
      loss or, if that is not known, on the date when the Vessel was last heard
      of;

              


      

       

      
        	
                (b)  

              	
                if
      it consists of a requisitioning for title, at noon London time on the date
      on which the requisition is expressed to take effect by the person
      requisitioning the Vessel; and

              


      

       

      
        	
                (c)  

              	
                if
      it consists of a constructive or compromised or arranged or agreed Total
      Loss, at noon London time on the earliest
of:

              


      

       

      
        	
                (i)  

              	
                the
      date on which notice of abandonment of the Vessel is given to its
      insurers;

              


      

       

      
        	
                (ii)  

              	
                if
      its insurers do not admit the claim for Total Loss, the actual date of
      loss or alleged loss; and

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (iii)  

              	
                the
      date of any compromise, arrangement or agreement entered into by or on
      behalf of the relevant Borrower with the Vessel's insurers in respect of
      the Total Loss;

              


      

       

      "Total Loss Payment Date" means, in relation to
either of the Vessels which has become a Total Loss, the date which is the
earlier of (a) the date falling 90 days after the Total Loss Date and (b) the
date upon which the insurance proceeds or Requisition Compensation in respect of
that Vessel are received by the Security Trustee pursuant to the relevant
Security Documents unless such Vessel was not insured at the time of the Total
Loss in accordance with the Finance Documents or an insurer has refused to meet
or has disputed the claim for the Total Loss, in which case the "Total Loss Payment Date" shall
be the date falling 10 Banking Days after the receipt of a demand from the Agent
for prepayment of the relevant amount under Clause ‎5.3.2;

       

      "Total Net Capitalisation"
means Total Net Debt together with the total paid up shareholders' equity of the
Corporate Guarantor and the other companies in the Group;

      


      "Total Net Debt" means, at
any applicable time, in respect of the Corporate Guarantor's
consolidated aggregate outstanding principal amount of moneys borrowed and
indebtedness or liabilities under any transaction which has the commercial
effect of borrowing (excluding any operating lease commitments and warrants
which would be mandatorily convertible into class A common shares) together with
the principal amount of any such moneys borrowed, indebtedness or liabilities of
any third party which is subject to a guarantee, indemnity or similar assurance
against loss given by the Corporate Guarantor and/or any other member
of the Group less all cash in hand (or cash equivalents) or on deposit with
an acceptable bank and as shown in the latest consolidated accounts of the
Corporate Guarantor.

      


      "Tranche" means each Tranche of
the Loan to be made available in one advance and, in relation to each Tranche,
to be in the maximum amount of $41,625,000 and to be made available in
accordance with Clause 2.1 and, as the context may require, means the principal
amount thereof outstanding from time to time under this Agreement and "Tranches" means all of
them;

       

      "Transaction Documents" means,
together, the MOA Loan Agreement, the Approved Management Agreements and the
Applicable Charters;

       

      "Transfer Certificate" means a transfer
certificate in the form set out in Schedule 5 with
any modifications or amendments approved or required by the Agent;

       

      "Vessel" means either of the 2
Handymax product/chemical tanker vessels currently under construction at the
Shipyard further particulars of which are set out in Schedule 3 and "Vessels" means both of them;
and

       

      "Working Capital" means, as at
any date, the value at that date of Current Assets less Current
Liabilities.

       

      
        	
                1.2  

              	
                Construction
      of certain expressions

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
following expressions shall be construed in the following manner:

       

      "affiliate" means, in relation
to any person, a subsidiary of that person or a holding company of that person
or any other subsidiary of that holding company;

       

      "certified copy" means, in
respect of any document, a copy thereof certified as a true and complete and up
to date copy of the original by a director or the secretary of the relevant
Borrower or other Obligor or by its lawyers or by another person acceptable to
the Agent;

       

      "person" includes a corporate
entity and any body of persons (including a partnership) whether corporate or
unincorporate;

       

      "subsidiary" and "holding company" have the
meanings given to them by Section 736 of the Companies Act 1985;

       

      "taxes" includes all present and
future income, corporation and value-added taxes and all stamp and other taxes,
duties, levies, imposts, deductions, charges and withholdings whatsoever,
together with interest thereon and penalties with respect thereto, if any, and
any payments of principal, interest, charges, fees or other amounts made on or
in respect thereof, and references to "tax" and "taxation" shall be construed
accordingly.

       

      
        	
                1.3  

              	
                Insurance
      expressions

              


      

       

      In
Clause ‎14:

       

      "excess risks" means the
proportion of claims not recoverable in respect of general average and salvage,
or under the ordinary running down clause, as a result of the value at which a
vessel is assessed for the purpose of such claims exceeding her insured
value;

       

      "protection and indemnity
risks" means the usual risks (including oil pollution and freight
demurrage and defence cover) covered by a protection and indemnity association,
being a member of the International Group of Protection and Indemnity
Associations, including the proportion not otherwise recoverable in case of
collision under the ordinary running down clause; and

       

      "war risks" includes the risk
of mines and all risks excluded from the Institute Time Clauses Hulls (1/11/95)
by clauses 24, 25 and 26 thereof and from the International Hull Clauses
(1/11/02) by clauses 29, 30 and 31 thereof.

       

      
        	
                1.4  

              	
                General
      interpretation

              


      

       

      In
this Agreement:

       

      
        	
                1.4.1  

              	
                unless
      the context otherwise requires, words in the singular include the plural
      and vice versa;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                1.4.2  

              	
                references
      to any document include the same as varied, supplemented or replaced from
      time to time;

              


      

       

      
        	
                1.4.3  

              	
                references
      to any enactment include re-enactments, amendments and extensions
      thereof;

              


      

       

      
        	
                1.4.4  

              	
                references
      to any person include that person's successors and permitted
      assigns;

              


      

       

      
        	
                1.4.5  

              	
                clause
      headings are for convenience of reference only and are not to be taken
      into account in construction;

              


      

       

      
        	
                1.4.6  

              	
                unless
      otherwise specified, references to Clauses, Recitals and Schedules are
      respectively to Clauses of and Recitals and Schedules to this
      Agreement;

              


      

       

      
        	
                1.4.7  

              	
                references
      to a document being in "the agreed form" are to
      a document in the form attached to the Agreed Form Certificate and include
      references to that form with such modifications as the Majority Lenders
      may approve or require;

              


      

       

      
        	
                1.4.8  

              	
                references
      to a period of one or more "months" shall mean a
      period beginning in one calendar month and ending in the relevant calendar
      month on the day numerically corresponding to the day of the calendar
      month in which such period started, provided that (a) if such period
      started on the last day in a calendar month, or if there is no such
      numerically corresponding day, such period shall end on the last Banking
      Day in the relevant calendar month and (b) if such numerically
      corresponding day is not a Banking Day, such period shall end on the next
      following Banking Day in the same calendar month, or if there is no such
      Banking Day, such period shall end on the preceding Banking Day (and
      "month" and "monthly" shall be construed
      accordingly);

              


      

       

      
        	
                1.4.9  

              	
                for
      the purpose of this Agreement, the Tranche "applicable" or "relating" to
      either Vessel or to either Borrower is the Tranche used by that Borrower
      to finance the payment of part of the purchase price of the Vessel owned
      or to be owned by that Borrower in accordance with the terms of the
      applicable MOA.

              


      

       

      
        	
                1.5  

              	
                Third
      party rights

              


      

       

      A
person who is not a Party may not enforce, or otherwise have the benefit of, any
provision of this Agreement under the Contracts (Rights of Third Parties) Act
1999.

       

      
        	
                2.  

              	
                THE
      LOAN

              


      

       

      
        	
                2.1  

              	
                Agreement
      to advance and purpose

              


      

       

      Subject
to the provisions of this Agreement, the Lenders agree to make the Loan
available to the Borrowers in the maximum amount of the lesser of (i)
$83,250,000; and (ii) 75% of the Appraised Market Value of the Vessels and to be
divided into 2 Tranches as follows:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                2.1.1  

              	
                a
      Tranche in the maximum amount of $41,625,000 which is to be applied by
      Lemannville Navigation Inc. in paying part of the balance of the purchase
      price due to the Seller under the relevant MOA upon delivery of Hull No.
      2143 to Lemannville Navigation Inc. and in repaying part of the MOA Loan
      in accordance with the terms of the MOA Loan Agreement;
  and

              


      

       

      
        	
                2.1.2  

              	
                a
      Tranche in the maximum amount of $41,625,000 which is to be applied by
      Turneville Navigation Inc. in paying part of the balance of the purchase
      price due to the applicable Seller under the relevant MOA upon delivery of
      Hull No. 2198 to Turneville Navigation Inc. and in repaying part of the
      MOA Loan in accordance with the terms of the MOA Loan
      Agreement,

              


      

       

      provided
always that the total aggregate drawn amount under a Tranche shall not exceed
the aggregate Commitments of the Lenders in relation to that
Tranche.

       

      
        	
                2.2  

              	
                Availability

              


      

       

      Each
Tranche will be available to be drawn in one amount on the relevant Drawdown
Date and is to be applied exclusively for the relevant purpose referred to in
the Recitals and Clause ‎2.1,
provided that none of the Banks shall be bound to monitor or verify the
application of the proceeds of the Loan.

       

      
        	
                2.3  

              	
                Lenders'
      participations

              


      

       

      Subject
to the provisions of this Agreement, each Lender will participate in the Loan up
to an aggregate maximum principal amount not exceeding its Commitment and will
participate in each Tranche in the proportion which its Commitment bears to the
Total Commitments.  No Lender is obliged to lend more than its
Commitment.

       

      
        	
                2.4  

              	
                No
      advance after expiry of Availability
Period

              


      

       

      No
Lender will have any liability whatsoever to make available the relevant
proportion of its Commitment in relation to a Tranche after the date of the
expiry of the Availability Period relating to that Tranche and any part of a
Lender's Commitment in respect of a Tranche which has not been advanced to the
Borrowers at close of business on such date shall be cancelled.

       

      
        	
                2.5  

              	
                Obligations
      of Banks several

              


      

       

      The
obligations of each Bank under this Agreement and the other Finance Documents
are several and, accordingly:

       

      
        	
                2.5.1  

              	
                no
      Bank shall be liable for the failure of any other Bank to perform its
      obligations under this Agreement or any of the other Finance Documents;
      and

              


      

       

      
        	
                2.5.2  

              	
                the
      failure of a Bank to perform any of its obligations under this Agreement
      or any of the other Finance Documents shall not relieve any other Bank or
      any Obligor from any of their respective obligations hereunder or
      thereunder.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                2.6  

              	
                Rights
      of Banks several

              


      

       

      The
rights and interests of each Bank under this Agreement and the other Finance
Documents are several and, accordingly, notwithstanding any provision to the
contrary herein or therein:

       

      
        	
                2.6.1  

              	
                the
      aggregate of the amounts outstanding at any time under this Agreement and
      the other Finance Documents to each Bank shall be due as a separate and
      independent debt; and

              


      

       

      
        	
                2.6.2  

              	
                each
      Bank shall have the right to sue for any amount due and payable to it from
      the Borrowers or any other Obligor under this Agreement or any of the
      other Finance Documents and it shall not be necessary for any other Bank
      to be joined as an additional party in any proceedings to that
      end.

              


      

       

      
        	
                2.7  

              	
                Restrictions
      on other proceedings by individual
Banks

              


      

       

      Except
as provided in Clause 2.6, no Bank shall, except with the prior written consent
of the Majority Lenders, bring any proceedings against the Borrowers or any
other Obligor in respect of any other claim (whether in contract, tort or
otherwise) which that Bank may have under or in connection with this Agreement
or any of the other Finance Documents. For the avoidance of doubt, this Clause
‎‎2.7
applies to any proceedings against the Borrowers or any other Obligor to enforce
any Encumbrance created in favour of the Security Trustee by any Security
Document.

       

      
        	
                3.  

              	
                DRAWDOWN

              


      

       

      
        	
                3.1  

              	
                Notice
      of Drawdown

              


      

       

      The
Borrowers may draw a Tranche subject to giving the Agent a duly completed Notice
of Drawdown not later than 10:00 a.m. London time 3 Banking Days before the
proposed Drawdown Date, which notice shall:

       

      
        	
                3.1.1  

              	
                be
      effective on receipt by the Agent;

              


      

       

      
        	
                3.1.2  

              	
                specify
      the Banking Day during the Availability Period upon which the Tranche of
      the Loan is required;

              


      

       

      
        	
                3.1.3  

              	
                specify
      the Borrowers' choice of duration of the Interest Period for that Tranche,
      which shall comply with Clause 6.4;

              


      

       

      
        	
                3.1.4  

              	
                give
      full details of the place and account, which must be acceptable to the
      Agent, to which the proceeds of the Tranche of the Loan are to be
      paid;

              


      

       

      
        	
                3.1.5  

              	
                constitute
      a representation and warranty in the terms of Clause ‎11;
      and

              


      

       

      
        	
                3.1.6  

              	
                be
      irrevocable.

              


      

       

      
        	
                3.2  

              	
                Agent's
      notification to Lenders

              


      

       

      
        Upon
receipt of a Notice of Drawdown in relation to a Tranche given in accordance
with Clause ‎3.1,
the Agent shall promptly notify each Lender of (a) the contents thereof, (b) the
Tranche to which it relates and (c) the relevant proportion of the Tranche to be
funded by that Lender.

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                3.3  

              	
                Availability
      of Lenders' Commitments

              


      

       

      Each
Lender shall, subject to the provisions of this Agreement, make available to the
Agent on the Drawdown Date of a Tranche the relevant proportion of its
Commitment in respect of that Tranche.

       

      
        	
                3.4  

              	
                Conditions
      precedent

              


      

       

      Notwithstanding
the giving of a Notice of Drawdown in relation thereto pursuant to Clause ‎3.1,
neither the Lenders nor the Agent shall be obliged to disburse any funds in
respect of a Tranche unless the following conditions precedent are
satisfied:

       

      
        	
                3.4.1  

              	
                the
      Agent has received payment of the fees and expenses specified in Clause ‎18
      to the extent due and payable on or before the Drawdown Date of that
      Tranche;

              


      

       

      
        	
                3.4.2  

              	
                the
      Agent or its legal advisers have received the documents and evidence
      described in part 1 of Schedule 4, in form and substance satisfactory to
      them;

              


      

       

      
        	
                3.4.3  

              	
                the
      Agent or its legal advisers have received the relevant documents and
      evidence in respect of the Vessel to which the Tranche to be drawn
      relates, as described in part 2 of Schedule 4, in form and substance
      satisfactory to them;

              


      

       

      
        	
                3.4.4  

              	
                the
      Agent is satisfied that at the Drawdown Date of that
    Tranche:

              


      

       

      
        	
                (a)  

              	
                the
      representations and warranties contained in Clause ‎11
      are true and correct;

              


      

       

      
        	
                (b)  

              	
                none
      of the circumstances specified in Clauses ‎5.2,
      ‎6.7
      or ‎18.8
      is subsisting;

              


      

       

      
        	
                (c)  

              	
                no
      Material Adverse Change has occurred;
and

              


      

       

      
        	
                (d)  

              	
                no
      Event of Default or Potential Event of Default has occurred or will arise
      as a result of the advance of that
Tranche.

              


      

       

      
        	
                3.5  

              	
                Waiver
      of conditions precedent

              


      

       

      If
the Majority Lenders in their absolute discretion make available either Tranche
notwithstanding that one or more of the conditions precedent specified above in
relation thereto remains unsatisfied on the relevant Drawdown Date, the
Borrowers shall procure the satisfaction of such condition or conditions
precedent within 14 days thereafter or such longer period as the Majority
Lenders may in their absolute discretion agree in writing.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                3.6  

              	
                Application
      of Loan proceeds

              


      

       

      Subject
to the provisions of this Agreement, the Agent will pay to the Borrowers on the
Drawdown Date of a Tranche the amounts which the Agent receives from the Lenders
under Clause ‎3.3
in like funds as are received by the Agent from the Lenders by applying the same
in accordance with the Notice of Drawdown given by the Borrowers.

       

      
        	
                3.7  

              	
                Deemed
      Indebtedness

              


      

       

      Each
payment by the Agent under Clause ‎3.6
shall constitute an advance of the relevant Tranche of the Loan and the
Borrowers shall thereupon become indebted, as principal and direct obligors, to
the Agent and the Lenders in the amount of that Tranche.

       

      
        	
                4.  

              	
                REPAYMENT

              


      

       

      
        	
                4.1  

              	
                Repayment
      by instalments

              


      

       

      Subject
to the provisions of this Agreement, the Borrowers shall repay each Tranche in
40 equal quarterly instalments in the amount of $582,291 each and a balloon
payment in the amount of $18,333,360 in respect of each Tranche (the "Balloon Payment") payable
together with the 40th
quarterly instalment in respect of that Tranche.  If the full amount
of a Tranche is not advanced to the Borrowers, the amount of each Repayment
Instalment in respect of that Tranche shall be reduced pro rata to the amount
actually advanced.

       

      
        	
                4.2  

              	
                Repayment
      Dates

              


      

       

      
        	
                4.2.1  

              	
                except
      as provided in this Clause ‎4.2,
      the Repayment Instalments in respect of a Tranche shall be paid on the
      Banking Days falling at successive 3 monthly intervals from the Drawdown
      Date of that Tranche (the "Scheduled Repayment
      Dates");

              


      

       

      
        	
                4.2.2  

              	
                the
      first Repayment Instalment in respect of the second Tranche to be drawn
      shall be paid on the first Scheduled Repayment Date in respect of the
      first Tranche to be drawn falling after the Drawdown Date in respect of
      the second Tranche to be drawn, and the amount of such Repayment
      Instalment adjusted pro rata on the basis of the number of days following
      between the Drawdown Date of the second Tranche and the first Schedule
      Repayment Date in respect of the first
Tranche;

              


      

       

      
        	
                4.2.3  

              	
                each
      subsequent Repayment Instalment in respect of the second Tranche to be
      drawn shall be paid on the Banking Days falling at successive 3 monthly
      intervals from the Repayment Date of the first Repayment Instalment in
      respect of that Tranche, as calculated in accordance with Clause ‎4.2.2;

              


      

       

      
        	
                4.2.4  

              	
                the
      final amount of the Repayment instalment in respect of the second
      Tranche  to be drawn shall be adjusted pro rata on the basis of
      the number of days following in the last payment interval before
      maturity

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                4.3  

              	
                Final
      repayment

              


      

       

      On
the Maturity Date or (if earlier) the final Repayment Date in respect of each
Tranche the Borrowers shall additionally pay to the Agent all sums which are
then accrued or owing to any Bank under any Finance Document.

       

      
        	
                5.  

              	
                PREPAYMENT
      AND CANCELLATION

              


      

       

      
        	
                5.1  

              	
                Voluntary
      prepayment

              


      

       

      The
Borrowers shall have the right to prepay either Tranche, in whole or in part, on
any Banking Day subject to the following conditions:

       

      
        	
                5.1.1  

              	
                any
      prepayment of part of a Tranche must be in a minimum amount or an integral
      multiple of $1,000,000; and

              


      

       

      
        	
                5.1.2  

              	
                the
      Agent must receive not less than 15 days' notice specifying the amount to
      be prepaid, the Tranche to which it relates and the date on which the
      prepayment is to be made.

              


      

       

      The
Agent shall promptly notify the other Banks of any notice which is received from
the Borrowers under this Clause ‎5.1.

       

      
        	
                5.2  

              	
                Mandatory
      prepayment and cancellation upon
illegality

              


      

       

      If
it becomes unlawful in any applicable jurisdiction for a Lender to perform any
of its obligations as contemplated by this Agreement or to fund or maintain its
Commitment or Contribution:

       

      
        	
                5.2.1  

              	
                that
      Lender shall promptly notify the Agent upon becoming aware of that event
      and the Agent shall immediately notify the Borrowers
    thereof;

              


      

       

      
        	
                5.2.2  

              	
                upon
      the Agent notifying the Borrowers thereof, the Commitment of that Lender
      will be immediately cancelled; and

              


      

       

      
        	
                5.2.3  

              	
                the
      Borrowers shall repay that Lender's Contribution in respect of each
      Tranche on the next Interest Date for that Tranche falling after the date
      of the Agent's notice to the Borrowers or, if earlier, the date specified
      by the Lender in its notice to the Agent (being no earlier than the last
      day of any applicable grace period permitted by
  law).

              


      

       

      
        	
                5.3  

              	
                Other
      mandatory prepayment and cancellation
events

              


      

       

      
        	
                5.3.1  

              	
                If
      either Vessel has not for any reason been delivered to, and accepted by,
      the relevant Borrower under the MOA relating thereto by the Back-stop Date
      for the Tranche relating to that Vessel, the remaining Commitments of the
      Lenders in respect of that Tranche shall be immediately cancelled and if
      that Tranche has been drawn the Borrowers shall prepay the whole of that
      Tranche on the relevant Back-stop
Date.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                5.3.2  

              	
                If
      either Vessel becomes a Total Loss or is sold in accordance with the
      provisions of this Agreement or the relevant Finance Documents, the
      Borrowers shall prepay the Loan on the relevant Total Loss Payment Date
      (in the case of a Total Loss) or simultaneously with the completion of
      such sale (in the case of a sale) in an amount equal to the Relevant
      Amount provided that, if the Relevant Amount exceeds the outstanding
      amount of the Loan, the Loan shall be prepaid in full and the Total
      Commitments shall be cancelled in an aggregate amount equal to the
      Relevant Amount minus the amount
prepaid.

              


      

       

      For
the purposes of this Clause ‎5.3.2,
"Relevant Amount" means,
as at any relevant date, an amount calculated in accordance with the
formula:

       

      

       

      where:

       

      
        	
                 
      

              	
                A

              	
                =

              	
                the
      amount which, immediately prior to that relevant date, is equal to the
      aggregate of (a) the principal amount of the Loan which has been drawn and
      is outstanding and (b) the undrawn and available Commitments;
      and

              


      

       

      
        	
                 
      

              	
                B

              	
                =

              	
                the
      Appraised Market Value of the Vessel sold or lost immediately prior to
      that relevant date and in any event determined not earlier than 4 weeks
      before that date; and

              


      

       

      
        	
                 
      

              	
                C

              	
                =

              	
                the
      Appraised Market Value of all of the Vessels (including the Vessel sold or
      lost) immediately prior to that relevant date and in any event determined
      not earlier than 4 weeks before that
date.

              


      

       

      
        	
                5.3.3  

              	
                Notwithstanding
      the provisions of Clause ‎5.3.2,
      it is agreed that either Borrower may elect to place the insurance
      proceeds or Requisition Compensation (in the case of a Total Loss) and the
      sale proceeds (in the case of a sale) in respect of the relevant Vessel on
      deposit with the Agent and may re-invest such proceeds in a replacement
      vessel that in the reasonable opinion of the Majority Lenders is of equal
      or better type, age, quality and condition, subject to the
      following:

              


      

       

      
        	
                (a)  

              	
                the
      proceeds are re-invested within 90 days from the sale date (in the case of
      a sale) and 180 days from the Total Loss Date (in the case of a Total
      Loss); and

              


      

       

      
        	
                (b)  

              	
                security
      documentation is executed by the relevant Borrower(s) in respect of the
      replacement vessel to the satisfaction of the Agent and the Security
      Trustee.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                5.4  

              	
                Conditions
      of prepayment

              


      

       

      The
following provisions shall apply to any prepayment under this
Agreement:

       

      
        	
                5.4.1  

              	
                each
      prepayment must be made together with the accrued interest on the amount
      prepaid and all other sums payable in respect thereof under the provisions
      of this Agreement and, in the case of prepayment of the whole of the Loan,
      shall be accompanied by payment of all other Outstanding
      Indebtedness;

              


      

       

      
        	
                5.4.2  

              	
                unless
      otherwise specifically stated herein, any partial prepayment of the Loan
      made hereunder shall be applied towards the pro rata discharge of all
      remaining Repayment Instalments, including the Balloon
      Payment;

              


      

       

      
        	
                5.4.3  

              	
                any
      notice of prepayment given by the Borrowers shall be effective on receipt
      by the Agent and shall be irrevocable once given and the Borrowers shall
      be bound to make such prepayment in accordance
  therewith;

              


      

       

      
        	
                5.4.4  

              	
                except
      as specifically provided in this Agreement, in the absence of an Event of
      Default and demand for repayment by the Agent, the Lenders shall not be
      obliged to accept any other prepayment of the whole or any part of the
      Loan;

              


      

       

      
        	
                5.4.5  

              	
                any
      part of the Loan which is repaid or prepaid by the Borrowers may not be
      redrawn;

              


      

       

      
        	
                5.4.6  

              	
                no
      amount of the Total Commitments cancelled under this Agreement may be
      subsequently reinstated;

              


      

       

      
        	
                5.4.7  

              	
                any
      prepayment made on a day other than the last day of an Interest Period
      applicable to the whole amount prepaid shall be made together with any
      Break Costs.

              


      

       

      
        	
                5.5  

              	
                Unwinding
      of Designated Transactions

              


      

       

      On
or prior to any repayment or prepayment of all or any part of a Tranche under
Clause ‎4,
Clause ‎5
or any other provision of this Agreement, the Borrowers shall wholly or
partially reverse, offset, unwind or otherwise terminate one or more of the
continuing Designated Transactions relating to that Tranche so that the notional
principal amount of the continuing Designated Transactions thereafter remaining
in respect of that Tranche does not and will not in the future (taking into
account the scheduled amortisation) exceed the amount of that
Tranche.

       

      
        	
                6.  

              	
                INTEREST

              


      

       

      
        	
                6.1  

              	
                Payment
      of interest

              


      

       

      Subject
to the provisions of this Agreement, the Borrowers shall pay interest on each
Tranche or any part thereof (as the case may be) at the Interest Rate applicable
thereto in arrears on the last day of each Interest Period applicable thereto,
except in the case of an Interest Period longer than 3 months where interest
shall be paid every 3 months during that Interest Period and on the last day of
that Interest Period.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                6.2  

              	
                Interest
      Rate

              


      

       

      Subject
to the provisions of this Agreement, the Interest Rate applicable to each
Lender's Contribution in respect of a Tranche for each Interest Period relating
to that Tranche will be the annual rate of interest determined by the Agent to
be the aggregate of:

       

      
        	
                6.2.1  

              	
                the
      Applicable Margin;

              


      

       

      
        	
                6.2.2  

              	
                LIBOR
      for that Interest Period; and

              


      

       

      
        	
                6.2.3  

              	
                the
      Mandatory Costs (if any) for that Interest Period, but only to the extent
      that the amount of Mandatory Cost represents a change to the amount
      applicable at the date of this
Agreement.

              


      

       

      
        	
                6.3  

              	
                Default
      Rate

              


      

       

      Without
prejudice to any other remedy of the Agent or any of the other Banks, if the
Borrowers fail to pay on the due date any sum (whether of principal, interest or
otherwise) due under any one or more of the Finance Documents, interest will
accrue, and become payable upon demand by the Agent, upon the sum unpaid from
and including the date upon which it fell due for payment until the date of
actual payment by the Borrowers (as well after as before judgment) at the rate
per annum determined by the Agent to be equal to 2% plus whichever is the higher
of:

       

      
        	
                6.3.1  

              	
                the
      rate of interest applicable to the sum unpaid (if of principal)
      immediately prior to its due date for so long as the default
      continues; and

              


      

       

      
        	
                6.3.2  

              	
                the
      aggregate of the Applicable Margin, LIBOR and the Mandatory Cost for
      periods of such duration as the Agent may determine from time to
      time.

              


      

       

      For
so long as the default continues such rate of interest shall be recalculated on
a similar basis at the end of each successive period so determined by the
Agent.  Any such interest which is not paid when due shall be
compounded at the end of each such Interest Period or other period determined by
the Agent for so long as it remains unpaid.

       

      
        	
                6.4  

              	
                Duration
      of Interest Periods

              


      

       

      Each
Interest Period in respect of a Tranche shall be of a duration selected by the
Borrowers in accordance with Clause ‎6.5.

       

      
        	
                6.5  

              	
                Borrowers'
      selection of Interest Periods

              


      

       

      Subject
to Clauses ‎6.5.1
to ‎6.5.7
and the other provisions of this Agreement, the Borrowers may, by giving notice
in writing to the Agent not later than 10.00 a.m. London time 2 Banking Days
before the first day of each Interest Period in respect of a Tranche, select the
duration of that Interest Period  (being a period of 1, 3 or 6 months
or such other period as the Borrowers may select and the Agent may
agree).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
following shall apply in determining the duration of an Interest Period in
respect of a Tranche:

       

      
        	
                6.5.1  

              	
                except
      as provided in this Clause ‎6.5,
      the Borrowers may select the duration of an Interest Period only in
      relation to the whole of the Tranche to which it
  relates;

              


      

       

      
        	
                6.5.2  

              	
                the
      first Interest Period in respect of a Tranche shall commence on its
      Drawdown Date and, except in relation to the first Interest Period for the
      first Tranche to be drawn (which shall end on the date selected by the
      relevant Borrower in accordance with Clause ‎3.1),
      shall end on the last day of the then current Interest Period for the
      other Tranche already drawn (so that the Interest Periods for both
      Tranches shall be consolidated);

              


      

       

      
        	
                6.5.3  

              	
                each
      subsequent Interest Period in respect of a Tranche shall commence on the
      last day of the immediately preceding Interest
  Period;

              


      

       

      
        	
                6.5.4  

              	
                the
      Borrowers shall make each selection under this Clause ‎6.5
      (and in the case of the duration of the Interest Period being determined
      in accordance with Clause ‎6.5.5
      below shall be deemed to have selected the period so determined) in such
      manner as to ensure that, in the event that any Repayment Date falls
      within the Interest Period so selected, a separate Interest Period is
      selected in respect of the part of the Tranche due to be repaid under
      Clause ‎4.1
      on such Repayment Date, the expiry of which period coincides with the
      relevant Repayment Date (and for this purpose alone the Borrowers shall be
      entitled to select Interest Periods of different lengths in relation to a
      Tranche);

              


      

       

      
        	
                6.5.5  

              	
                in
      the absence of any such selection by the Borrowers of the duration of an
      Interest Period, or if the Agent shall certify to the Borrowers that the
      funds requested are not available for an Interest Period of the duration
      selected by the Borrowers, the duration of that Interest Period shall
      (subject as provided in this Clause ‎6.5)
      be 3 months or such other period as the Agent may
  specify;

              


      

       

      
        	
                6.5.6  

              	
                if
      an Interest Period would otherwise end on a day which is not a Banking
      Day, that Interest Period will instead end on the next Banking Day in that
      calendar month (if there is one) or the preceding Banking Day (if there is
      not); and

              


      

       

      
        	
                6.5.7  

              	
                no
      Interest Period shall extend beyond the Maturity Date or (if earlier) the
      final Repayment Date.

              


      

       

      
        	
                6.6  

              	
                Agent's
      notification

              


      

       

      The
Agent shall promptly notify the Borrowers and the Lenders of each determination
under this Agreement of (a) the duration of an Interest Period and/or (b) a rate
of interest.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                6.7  

              	
                Market
      disturbances

              


      

       

      This
Clause 6.7 applies if at any time prior to the commencement of any Interest
Period:

       

      
        	
                6.7.1  

              	
                the
      Agent shall determine that, by reason of circumstances affecting the
      London Interbank Market generally, adequate and reasonable means do not or
      will not exist for ascertaining the Interest Rate applicable to that
      Interest Period;

              


      

       

      
        	
                6.7.2  

              	
                the
      Agent shall receive notification from a Lender (an "Affected Lender") that
      the rate at which deposits in Dollars are being offered to that Affected
      Lender in the London Interbank Market would not adequately reflect the
      cost to that Affected Lender of making, funding or maintaining its
      Contribution or any part thereof for the duration of that Interest Period;
      or

              


      

       

      
        	
                6.7.3  

              	
                the
      Agent shall receive notification from an Affected Lender that, by reason
      of circumstances affecting the London Interbank Market generally, deposits
      in Dollars are not available to it in sufficient amounts in the ordinary
      course of business and that accordingly that Affected Lender will not be
      able to make, fund or maintain its Contribution or any part of it during
      that Interest Period.

              


      

       

      
        	
                6.8  

              	
                Determination
      Notice

              


      

       

      If
any of the circumstances described in Clause 6.7 occurs, the Agent shall
promptly give notice thereof (a "Determination Notice") to the
Borrowers.

       

      
        	
                6.9  

              	
                Suspension
      of Affected Lender's commitment

              


      

       

      If
a Determination Notice is given prior to the Contribution or any part thereof
being advanced by an Affected Lender, then that Affected Lender's obligation to
make available the Contribution or any part thereof shall be suspended during
the continuation of such circumstances.

       

      
        	
                6.10  

              	
                Mitigation

              


      

       

      If
the Determination Notice is given after the first Tranche or a part thereof has
been advanced, the obligation of an Affected Lender to make available any
further Contributions shall be suspended during the continuation of such
circumstances and in relation to that part of the Contribution already drawn,
the Borrowers and the Agent shall negotiate in good faith in order to agree a
mutually satisfactory Interest Rate or Rates, Interest Period or Periods and
Interest Date or Dates or basis of funding for the Affected Lender to be
substituted for those which would otherwise have applied under this
Agreement.

       

      
        	
                6.11  

              	
                Alternative
      funding

              


      

       

      If
the Borrowers and the Agent are unable to agree an Interest Rate or Rates,
Interest Period or Periods and Interest Date or Dates or basis of funding for
the Affected Lender within a period not exceeding 30 days of the giving of such
Determination Notice, the Agent shall set an Interest Rate or Rates, an Interest
Period or Periods and Interest Date or Dates or basis of funding for the
Affected Lender all to take effect from the expiration of the Interest Period
current at the date of the Determination Notice, which Interest Rate or Rates
shall be the aggregate of the Applicable Margin and the cost to the Affected
Lender of funding the Contribution or relevant part thereof (as the case may be)
in any available currency for the Interest Period or Periods so
set.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                6.12  

              	
                Repeat
      of procedure

              


      

       

      If
the state of affairs referred to in the Determination Notice extends beyond the
end of an Interest Period so agreed or set, the foregoing procedure shall be
repeated as often as may be necessary.

       

      
        	
                6.13  

              	
                Borrowers'
      right of prepayment

              


      

       

      The
Borrowers may give 10 Banking Days notice to the Agent that they wish to prepay
the Loan as a result of an interest rate set pursuant to Clause ‎6.11.  The
relevant provisions of Clause ‎5.3
shall apply to that prepayment.

       

      
        	
                6.14  

              	
                Hedging
      of Borrowers' interest rate
exposure

              


      

       

      Each
of the Borrowers shall procure that a swap or other hedging transaction or
transactions, including collar, is entered into with the Swap Bank to hedge the
Borrowers' floating interest rate exposure by fixing the Interest Rate relating
to at least 50% of the Loan outstanding for the duration of the period from the
first Drawdown Date to the end of the Security Period provided that the initial
swap or hedging transaction, and each subsequent swap or hedging transaction, to
be entered into by the Borrowers shall be for a minimum period of 3
years.  The Swap Bank undertakes to consider, in its absolute
discretion, one or more proposals by the Borrowers (or either of them) in
respect of alternative hedging and/or swap transactions and
arrangements.

       

      
        	
                7.  

              	
                ACCOUNTS
      OF THE BANKS

              


      

       

      
        	
                7.1  

              	
                Lenders
      and Swap Provider to open accounts

              


      

       

      Each
Lender and the Swap Provider will open and maintain on its books accounts
showing the amount owing to it from the Borrowers and the other Obligors and the
amounts of all payments of principal, interest and other moneys falling due and
received by it.

       

      
        	
                7.2  

              	
                Agent
      to open accounts

              


      

       

      The
Agent will open and maintain on its books accounts showing the amounts owing to
each Bank from the Borrowers and the other Obligors and the amounts of all
payments of principal, interest and other moneys falling due and received by
that Bank.

       

      
        	
                7.3  

              	
                Conclusiveness
      of entries

              


      

       

      The
Borrowers' obligation to repay the Loan or any part thereof, to pay interest
thereon and to pay all other sums due under the Security Documents shall be
conclusively evidenced (in the absence of manifest error) by the entries from
time to time made in the accounts opened and maintained under this Clause
7.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                8.  

              	
                PAYMENTS

              


      

       

      
        	
                8.1  

              	
                Place,
      time and manner of payment

              


      

       

      Unless
otherwise specified by the Agent, all moneys to be paid by the Lenders to the
Agent or by the Borrowers to any Bank under this Agreement, the Fee Letter and
the Security Documents shall be paid to the Agent in Dollars by not later than
10.00 a.m. (London time) on the due date and in same day funds to such account
as the Agent may from time to time notify the Borrowers. The Borrowers waive any
right they may have in any jurisdiction to pay any amount under the Finance
Documents in a currency other than that in which it is expressed to be
payable.

       

      
        	
                8.2  

              	
                Order
      of application

              


      

       

      Except
as otherwise specifically provided in this Agreement or in any other of the
Finance Documents, all moneys received or recovered by any Bank under the
Security Documents after the occurrence of an Event of Default will, after
discharging the cost (if any) incurred in collecting such moneys, be applied as
follows:

       

      
        	
                8.2.1  

              	
                first,
      in or towards payment of all moneys expended or liabilities incurred by
      the Banks (or any of them) in respect of expenses, fees or charges
      relating to the preparation, completion and registration of the Security
      Documents or in respect of the protection, maintenance or enforcement of
      the security they create;

              


      

       

      
        	
                8.2.2  

              	
                secondly,
      in or towards the satisfaction of any amounts forming the balance of the
      Outstanding Indebtedness which are then due and payable, whether by reason
      of payment demanded or otherwise, pro rata between the Banks in such order
      of application as the Agent may, with the Majority Lenders' approval,
      think fit;

              


      

       

      
        	
                8.2.3  

              	
                thirdly,
      at the Agent's discretion, in retention on a suspense account of such
      amount as the Agent may consider appropriate to secure the discharge of
      any part of the Outstanding Indebtedness not then due and payable, and,
      upon the same becoming due and payable, in or towards the discharge
      thereof in accordance with the foregoing provisions of this Clause ‎8.2;

              


      

       

      
        	
                8.2.4  

              	
                lastly,
      the surplus (if any) shall be paid to the Borrowers or whomsoever else
      shall be entitled thereto.

              


      

       

      Each
Borrower hereby irrevocably waives any rights of appropriation to which it may
be entitled.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                8.3  

              	
                Availability
      of funds conditional upon receipt by
Agent

              


      

       

      The
Agent shall not be obliged to make available to any other Party any amount which
it is due to receive for the account of that Party unless it is satisfied that
it has unconditionally received the funds concerned.

       

      
        	
                8.4  

              	
                Refunds
      by Borrowers

              


      

       

      Without
prejudice to Clause ‎8.3,
if the Agent makes an amount available to the Borrowers which has not (but
should have) been made unconditionally available to the Agent by a Lender, the
Borrowers shall on demand refund such amount to the Agent.

       

      
        	
                8.5  

              	
                Refunds
      by Banks

              


      

       

      Without
prejudice to Clause ‎8.3,
if the Agent makes an amount available to a Bank which has not (but should have)
been paid to the Agent by the Borrowers, such Bank shall:

       

      
        	
                8.5.1  

              	
                on
      demand refund such amount to the Agent;
and

              


      

       

      
        	
                8.5.2  

              	
                pay
      to the Agent on demand such further amount (as conclusively certified by
      the Agent) as shall indemnify the Agent against any cost, loss, liability
      or expense suffered or incurred by the Agent as a result of its having
      made available such amount to that Bank before receiving it from the
      Borrowers.

              


      

       

      
        	
                8.6  

              	
                Non-Banking
      Days

              


      

       

      All
payments due shall be made on a Banking Day.  Any payment which is due
to be made on a day that is not a Banking Day shall be made on the next Banking
Day in the same calendar month (if there is one) or the preceding Banking Day
(if there is not).

       

      
        	
                8.7  

              	
                Accrual
      of interest and periodic payments

              


      

       

      All
payments of interest and other payments of an annual or periodic nature to be
made by the Borrowers shall accrue from day to day and be calculated on the
basis of the actual number of days elapsed and a 360 day year.

       

      
        	
                9.  

              	
                NO
      SET-OFF, COUNTERCLAIM OR TAX
DEDUCTION

              


      

       

      
        	
                9.1  

              	
                No
      set-off or counterclaim

              


      

       

      All
payments to be made by the Borrowers under this Agreement and the other Finance
Documents shall be made without set-off or counterclaim free and clear of, and
without deduction for or on account of, any present or future taxes, unless the
Borrowers are compelled by law to make payment subject to any such
tax.

       

      
        	
                9.2  

              	
                Gross
      up

              


      

       

      If
either Borrower is compelled by law to make any tax deduction from any payment
due under any of the Finance Documents, such Borrower will:

       

      
        	
                9.2.1  

              	
                promptly
      notify the Agent upon becoming aware of such
  requirement;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                9.2.2  

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

              


      

       

      
        	
                9.2.3  

              	
                pay
      the Bank to which such payment is made such additional amount as is
      necessary to ensure that such Bank receives a net amount equal to the full
      amount which it would have received had such tax deduction not been
      required to be made; and

              


      

       

      
        	
                9.2.4  

              	
                as
      soon as reasonably practicable after making the relevant tax deduction,
      deliver to the Agent a copy of the receipt from the relevant taxation
      authority evidencing that the tax had been paid to such
      authority.

              


      

       

      
        	
                10.  

              	
                EARNINGS

              


      

       

      
        	
                10.1  

              	
                Obligation
      to open Accounts

              


      

       

      Each
Borrower undertakes:

       

      
        	
                10.1.1  

              	
                on
      or before the Delivery Date of its Vessel, to establish and thereafter
      maintain with the Agent (free of Encumbrances and rights of set off other
      than Permitted Encumbrances) a Dollar denominated earnings account in the
      name of that Borrower for the purpose of collecting the Earnings of its
      Vessel; and

              


      

       

      
        	
                10.1.2  

              	
                on
      or before the Delivery Date of its Vessel, to establish and thereafter
      maintain with the Agent (free of Encumbrances and rights of set off other
      than Permitted Encumbrances) a Dollar denominated retention account in the
      name of that Borrower for the purpose of retaining part of the Earnings of
      its Vessel,

              


      

       

      in
each case in accordance with the provisions of the Accounts Security relating to
that Borrower.

       

      Each
such account referred to in this Clause ‎10.1
is an "Account" which
expression shall include any replacement account or accounts, whether designated
as such or not, opened by the relevant Borrower at the request of the Agent with
the Agent or any other bank or with any branch, sub-branch or subsidiary of the
Agent or any other bank, as well as any sub-accounts to which funds in the said
account or accounts may be allocated from time to time for currency or deposit
purposes).

       

      
        	
                10.2  

              	
                Payment
      of Earnings; restrictions on
withdrawals

              


      

       

      Subject
to the terms of each Accounts Security, each Borrower undertakes to procure
that:

       

      
        	
                10.2.1  

              	
                throughout
      the Security Period, unless and until the Agent shall otherwise direct,
      all the Earnings of that Borrower's Vessel are paid and credited to the
      Earnings Account relating to that
Vessel;

              


      

       

      
        	
                10.2.2  

              	
                all
      moneys in that Borrower's Earnings Account are applied in accordance with
      the provisions of Clause ‎10.3
      and the Accounts Security relating
thereto;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                10.2.3  

              	
                no
      withdrawals are made from that Borrower's Earnings Account otherwise than
      in accordance with the terms of Clause ‎10.3
      and the Accounts Security relating
thereto.

              


      

       

      
        	
                10.3  

              	
                Management
      of Accounts

              


      

       

      
        	
                10.3.1  

              	
                Each
      Borrower agrees that, so long as no Event of Default has occurred, any and
      all moneys credited to that Borrower's Earnings Account will be applied by
      the Agent (which applications the Agent is hereby irrevocably and
      unconditionally authorised to make) as
follows:

              


      

       

      
        	
                 
      

              	
                FIRST:

              	
                in
      payment to the Agent of any amounts due and owing under or pursuant to the
      Security Documents, other than sums owing pursuant to
      Clauses  ‎4,
      ‎5
      and ‎6
      of the Agreement or pursuant to the Master
  Agreement;

              


      

       

      
        	
                 
      

              	
                SECONDLY:

              	
                by
      the Agent making the following transfers from the Earnings Account to the
      Retention Account of that Borrower:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                at
      successive monthly intervals from the first Drawdown Date in respect of
      each Tranche an amount equal to 1/3rd of the amount of that Tranche (if
      and to the extent drawn) falling due for repayment to the Lenders under
      Clause ‎4.1
      on the next succeeding Repayment Date in respect of that Tranche;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                at
      successive monthly intervals from the start of each Interest Period in
      respect of each Tranche an amount equal to 1/3rd of the amount falling due
      for payment to the Lenders by way of interest on that Tranche under Clause
      ‎6
      on the next succeeding Interest Date in respect of that
      Tranche.

              


      

       

      If
the credit balance in the relevant Earnings Account is insufficient for any such
transfer to be made, the Borrowers will, on demand, cause to be remitted to the
Agent the sum necessary to rectify the insufficiency.  If for any
reason the Earnings of either Vessel are not being received on a monthly basis,
the Agent is hereby authorised by each Borrower, as and when the Earnings of the
relevant Vessel are received, to transfer as much of those Earnings as the Agent
considers necessary to ensure the discharge of amounts becoming due from the
relevant Borrower pursuant to Clauses ‎‎4,
‎5
and ‎6
of this Agreement and the Master Agreement; and

       

      
        	
                 
      

              	
                THIRDLY:

              	
                subject
      always to the Agent's rights under Clause ‎10.3.3
      and the provisions of each Accounts Security, the balance (if any) in each
      Earnings Account will be available to the relevant Borrower as beneficial
      owner thereof;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                10.3.2  

              	
                Each
      Borrower will, at the request of the
Agent:

              


      

       

      
        	
                (a)  

              	
                transfer
      or procure the transfer of any funds credited to either of its Accounts
      and pay or procure the payment of any Earnings to which it is entitled, to
      such other account or accounts in substitution therefor with the Agent or
      any other bank or with any branch, sub-branch or subsidiary of the Agent
      or any other bank as the Agent may from time to time specify;
      and

              


      

       

      
        	
                (b)  

              	
                forthwith
      upon demand do all such acts and things and execute such documents as the
      Agent may require in order to create security over its  Accounts
      (or any of them) more effectively to secure the payment of the Outstanding
      Indebtedness;

              


      

       

      
        	
                10.3.3  

              	
                Notwithstanding
      anything to the contrary contained in this Agreement or either Accounts
      Security, so long as either of the Borrowers remains under any liability
      (whether actual or contingent) in respect of the Outstanding Indebtedness,
      the Agent shall, be entitled to withhold payment (up to the amount of such
      actual or contingent liability) of any moneys from time to time standing
      to the credit of either Account of such
  Borrower;

              


      

       

      
        	
                10.3.4  

              	
                On
      or at any time after the happening of an Event of
  Default:

              


      

       

      
        	
                (a)  

              	
                neither
      Borrower shall be entitled to make or procure any further withdrawal from
      either of its Accounts without the prior consent of the Security Trustee,
      with the Majority Lenders' authority;
and

              


      

       

      
        	
                (b)  

              	
                the
      Security Trustee shall forthwith become entitled, with the Majority
      Lenders' authority, to direct that the Earnings in respect of either
      Vessel be paid to such place and account as the Security Trustee may think
      fit, and following such Event of Default (without prejudice to the Banks'
      rights under Clause ‎17
      of the Agreement) at any time and without notice to either Borrower to
      appropriate all or any of the moneys standing to the credit of the
      Accounts of either Borrower and any Earnings in respect of either Vessel
      which may thereafter be received by the Security Trustee and apply the
      same in or towards the discharge of the Outstanding Indebtedness in
      accordance with Clause ‎8.2
      of the Agreement (and the Agent is hereby irrevocably authorised and
      instructed to effect any transfers from the Accounts of either Borrower in
      order to give effect to this
Clause);

              


      

       

      
        	
                10.3.5  

              	
                All
      bank, exchange, telegraph and other charges in connection with the inward
      and outward remittance of moneys to and from either Account of either
      Borrower shall be for the account of that Borrower, and the Agent shall be
      entitled and is hereby irrevocably and unconditionally authorised, to
      debit the amount of such charges to the Account concerned, as and when
      such charges are incurred;

              


      

       

      
        	
                10.3.6  

              	
                Nothing
      in this Clause ‎10.3,
      whether express or implied, shall relieve either Borrower of its absolute
      and unconditional obligation to repay the Loan, to pay interest thereon
      and to pay all other sums from time to time due, owing or payable
      hereunder and under any of the other Security
  Documents.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                11.  

              	
                REPRESENTATIONS
      AND WARRANTIES

              


      

       

      
        	
                11.1  

              	
                Date
      of representations and warranties

              


      

       

      The
Borrowers represent and warrant that the following matters are true at the
Signing Date.

       

      
        	
                11.2  

              	
                Existence,
      powers, compliance and solvency

              


      

       

      Each
Borrower:

       

      
        	
                11.2.1  

              	
                is
      a company or corporation duly incorporated with limited liability, validly
      existing and in good standing under the laws of its country of
      incorporation;

              


      

       

      
        	
                11.2.2  

              	
                has
      full power to own its property and assets and to carry on its business as
      it is now being conducted;

              


      

       

      
        	
                11.2.3  

              	
                has
      complied with all statutory and other requirements relative to its
      business;

              


      

       

      
        	
                11.2.4  

              	
                is
      solvent and not in liquidation or administration or subject to any other
      insolvency procedure, and no receiver, administrative receiver,
      administrator, liquidator, trustee or analogous officer has been appointed
      in respect of it or all or any part of its
  assets.

              


      

       

      
        	
                11.3  

              	
                Capacity
      and authorisation

              


      

       

      The
entry into and performance by each Borrower of this Agreement and the other
Finance Documents and the Transaction Documents to which it is (or is to become)
a party are within the corporate powers of that Borrower and have been duly
authorised by all necessary corporate actions and approvals. In entering into
this Agreement and the other relevant Finance Documents and Transaction
Documents each Borrower is acting on its own account and not as agent or nominee
of any person.

       

      
        	
                11.4  

              	
                No
      contravention of laws or contractual
  restrictions

              


      

       

      The
entry into and performance by each Borrower of this Agreement and the other
Finance Documents and the Transaction Documents to which it is (or is to become)
a party do not and will not:

       

      
        	
                11.4.1  

              	
                contravene
      in any respect the constitutional documents of that Borrower or any law,
      regulation or contractual restriction which does, or may, bind that
      Borrower or any of its assets; or

              


      

       

      
        	
                11.4.2  

              	
                result
      in the creation or imposition of any Encumbrance (other than a Permitted
      Encumbrance) on any of its assets in favour of any
  party.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                11.5  

              	
                Licences
      and approvals in force

              


      

       

      All
licences, authorisations, approvals and consents necessary for the entry into,
performance, validity, enforceability or admissibility in evidence of this
Agreement, the other Finance Documents and the Transaction Documents have been
obtained and are in full force and effect and there has been no breach of any
condition or restriction imposed in this respect.

       

      
        	
                11.6  

              	
                Validity
      and enforceability

              


      

       

      When
duly executed and delivered, and where applicable registered, each of the
Finance Documents will constitute the legal, valid and binding obligations of
each Obligor which is a party thereto enforceable against such Obligor in
accordance with its terms, except insofar as enforcement may be limited by any
applicable laws relating to bankruptcy, insolvency, administration and similar
laws affecting creditors' rights generally.

       

      
        	
                11.7  

              	
                Status
      of Transaction Documents

              


      

       

      The
copies of the Transaction Documents delivered to the Agent before the date
Signing Date are true and complete copies.  The Transaction Documents
constitute legal, valid, binding and enforceable obligations of the parties
thereto in accordance with their respective terms.  No amendments or
additions to the Transaction Documents have been agreed nor has any party
thereto waived any of its respective rights under any of the Transaction
Documents.

       

      
        	
                11.8  

              	
                No
      litigation current or pending

              


      

       

      No
litigation, arbitration, tax claim or administrative proceeding is current or
pending or (to the knowledge of the Borrowers) threatened, which, if adversely
determined, would have a materially detrimental effect on the financial
condition of the Borrowers (or either of them).

       

      
        	
                11.9  

              	
                No
      breach or default

              


      

       

      
        	
                11.9.1  

              	
                No
      continuing Event of Default or Potential Event of Default has
      occurred.

              


      

       

      
        	
                11.9.2  

              	
                No
      Borrower is in breach of any law, governmental directive, guideline or
      policy statement (whether having the force of law or not) nor is either
      Borrower in default under any agreement to which it is party or by which
      it may be bound.

              


      

       

      
        	
                11.10  

              	
                Governing
      law and enforcement

              


      

       

      The
choice of English law to govern this Agreement and the choice of the relevant
set of laws made in each of the other Finance Documents to which the Borrowers
are a party to and the submission by the Borrowers to the jurisdiction of the
relevant courts in each Finance Document to which they are a party to is valid
and binding, and no Borrower is entitled to claim any immunity in relation to
itself or its assets under any law or in any jurisdiction in connection with any
legal proceedings, set-off or counterclaim relating to this Agreement or the
other Finance Documents or in connection with the enforcement of any judgement
or order arising from such proceedings.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                11.11  

              	
                Truth
      of financial and other information

              


      

       

      The
actual (and not projected) financial and other information furnished in writing
to any Bank by or on behalf of the Borrowers or any other Obligor in connection
with the negotiation and preparation of this Agreement and the other Finance
Documents was (when given) true and correct in all material respects and there
are no other facts or considerations the omission of which would render any such
information materially misleading.

       

      
        	
                11.12  

              	
                No
      liability to deduction or
withholding

              


      

       

      All
payments to be made by the Borrowers under this Agreement and the other Finance
Documents may be made free and clear of and without deduction or withholding for
or on account of any taxes, and neither this Agreement nor any of the other
Finance Documents is liable to any registration charge or any stamp, documentary
or similar taxes imposed by any authority, including without limitation, in
connection with the admissibility in evidence of any thereof.

       

      
        	
                11.13  

              	
                Tax
      compliance

              


      

       

      Each
Borrower has complied in all material respects with all relevant tax laws and
regulations applicable to it and its business.

       

      
        	
                11.14  

              	
                No
      money laundering

              


      

       

      Each
Borrower confirms:

       

      
        	
                11.14.1  

              	
                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

              


      

       

      
        	
                11.14.2  

              	
                that
      the foregoing or any other activities of that Borrower or the other
      Obligors will not involve or lead to a contravention of any law, official
      requirement or other regulatory measure or procedure implemented to combat
      "money laundering" (as defined in Article 1 of Directive (91/308 EEC) of
      the Council of European
Communities).

              


      

       

      
        	
                11.15  

              	
                No
      third party Encumbrances

              


      

       

      At
the time of execution of this Agreement and each of the other Finance Documents,
no third party will have any Encumbrance (other than a Permitted Encumbrance) on
any asset to which this Agreement or the relevant Finance Document
relates.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                11.16  

              	
                Pari
      passu obligations

              


      

       

      The
payment obligations of the Borrowers under the Finance Documents rank at least
pari passu with the claims of all their other unsecured and unsubordinated
creditors, except for obligations mandatorily preferred by law applying to
companies generally.

       

      
        	
                11.17  

              	
                No
      commissions or rebates

              


      

       

      There
are no commissions, rebates, premiums or other payments by or to or for the
account of any Obligor, its shareholders or directors in connection with the
transactions contemplated by this Agreement, other than as disclosed to the
Agent in writing.

       

      
        	
                11.18  

              	
                No
      deterioration of financial
condition

              


      

       

      No
Borrower's or the Corporate Guarantor's financial condition has suffered any
Material Adverse Effect since that condition was last disclosed to the
Agent.

       

      
        	
                11.19  

              	
                No
      established place of business in United
Kingdom

              


      

       

      None
of the Obligors has an established place of business in any part of the
United Kingdom or the United States of America or in any other jurisdiction
which would require any of the Security Documents to be filed or registered in
that jurisdiction to ensure its validity or enforceability.

       

      
        	
                11.20  

              	
                Environmental
      matters

              


      

       

      Except
as may have been disclosed by the Borrowers in writing to, and acknowledged in
writing by, the Agent:

       

      
        	
                11.20.1  

              	
                the
      Borrowers and other Obligors and, to the best of each Borrower's knowledge
      and belief (having made due enquiry), their respective Environmental
      Affiliates have complied with the provisions of all Environmental
      Laws;

              


      

       

      
        	
                11.20.2  

              	
                the
      Borrowers and the other Obligors and, to the best of each Borrower's
      knowledge and belief (having made due enquiry), their respective
      Environmental Affiliates have obtained all Environmental Approvals and are
      in compliance with all such Environmental
  Approvals;

              


      

       

      
        	
                11.20.3  

              	
                neither
      of the Borrowers nor any other Obligor nor, to the best of each Borrower's
      knowledge and belief (having made due enquiry), any of their respective
      Environmental Affiliates has received notice of any Environmental Claim
      that alleges that either of the Borrowers or any other Obligor or any such
      Environmental Affiliate is not in compliance with any Environmental Law or
      any Environmental Approval;

              


      

       

      
        	
                11.20.4  

              	
                there
      is no Environmental Claim pending or, to the best of each Borrower's
      knowledge and belief (having made due enquiry), threatened against either
      of the Borrowers or any other Obligor or any Relevant Ship or, to the best
      of each Borrower's knowledge and belief (having made due enquiry), any of
      their respective Environmental Affiliates;
and

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                11.20.5  

              	
                no
      Environmental Incident which could or might give rise to any Environmental
      Claim has occurred.

              


      

       

      
        	
                11.21  

              	
                Continuing
      nature of representations and
warranties

              


      

       

      The
Borrowers agree that the representations set out in this Clause ‎11
(other than the ones in Clauses ‎11.5,
‎11.8, ‎11.9.1
and ‎11.12)
shall survive the execution of this Agreement and shall be deemed to be repeated
on each Drawdown Date and each Interest Date with reference to the facts and
circumstances then subsisting, as if made on such date.

       

      
        	
                12.  

              	
                GENERAL
      UNDERTAKINGS

              


      

       

      
        	
                12.1  

              	
                Duration
      of undertakings

              


      

       

      Each
Borrower shall comply with the undertakings contained in this Clause ‎12
which shall remain in force from the Signing Date to the end of the Security
Period.

       

      
        	
                12.2  

              	
                General
      undertakings

              


      

       

      Each
Borrower shall:

       

      
        	
                12.2.1  

              	
                perform
      and observe the several covenants and obligations imposed upon it under
      the Finance Documents;

              


      

       

      
        	
                12.2.2  

              	
                without
      affecting its obligations under the applicable provisions of the Finance
      Documents, perform and observe its obligations under the Transaction
      Documents and use its best endeavours to procure that each of the other
      parties to the Transaction Documents performs and observes its obligations
      thereunder;

              


      

       

      
        	
                12.2.3  

              	
                maintain
      its corporate existence as a limited liability company duly organised,
      validly existing and in good standing in its place of
      incorporation;

              


      

       

      
        	
                12.2.4  

              	
                obtain
      and maintain in force, and promptly furnish certified copies to the Agent
      of, all licences, authorisations, approvals and consents, and do all other
      acts and things, which may from time to time be necessary or desirable for
      the continued due performance of its obligations under the Finance
      Documents and the Transaction Documents or which may be required for the
      validity, enforceability or admissibility in evidence of the Finance
      Documents and the Transaction Documents to which it is a
      party;

              


      

       

      
        	
                12.2.5  

              	
                ensure
      that its obligations under the Finance Documents rank at least pari passu
      with all its other present, future and/or contingent unsecured and
      unsubordinated obligations;

              


      

       

      
        	
                12.2.6  

              	
                conduct
      its business in a proper and efficient manner and not change the nature,
      organisation or conduct of its business or conduct any business other than
      that of its purchase and subsequent ownership of its
    Vessel;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                12.2.7  

              	
                manage
      its business and its Vessel in compliance with all relevant applicable
      laws and regulations (including, without limitation, all relevant
      Environmental Laws) and shall notify the Agent immediately upon becoming
      aware of any breach of the same;

              


      

       

      
        	
                12.2.8  

              	
                pay
      all taxes, assessments and other governmental charges as they fall due,
      except to the extent that it is contesting the same in good faith by
      appropriate proceedings and has set aside adequate reserves for their
      payment if such proceedings fail;

              


      

       

      
        	
                12.2.9  

              	
                keep
      proper books of account in respect of its business in accordance with
      generally accepted accounting principles, consistently applied, and
      whenever so requested by the Agent make the same available for inspection
      by or on behalf of the Agent; and

              


      

       

      
        	
                12.2.10  

              	
                procure
      that a swap or other hedging transaction or transactions, including
      collar, is entered into with the Swap Bank to hedge the Borrowers'
      floating interest rate exposure by fixing the Interest Rate relating to at
      least 50% of the Loan outstanding for the duration of the period from the
      first Drawdown Date to the end of the Security Period provided that the
      initial swap or hedging transaction, and each subsequent swap or hedging
      transaction, to be entered into by the Borrowers shall be for a minimum
      period of 3 years. The Swap Bank undertakes to consider, in its absolute
      discretion, one or more proposals by the Borrowers (or either of them) in
      respect of alternative hedging and/or swap transactions and
      arrangements.

              


      

       

      
        	
                12.3  

              	
                Consent
      of Lenders required

              


      

       

      Neither
Borrower shall, without the prior consent of the Lenders, which is not to be
unreasonably withheld:

       

      
        	
                12.3.1  

              	
                sell
      or agree to sell its Vessel or convey, assign, transfer, sell or otherwise
      dispose of or deal with any of its other real or personal property, assets
      or rights, whether present or
future;

              


      

       

      
        	
                12.3.2  

              	
                create
      or permit to exist any Encumbrance (other than a Permitted Encumbrance)
      over any part of its undertaking, property, assets or rights, whether
      present or future (provided that where any such Encumbrance arises in the
      ordinary course of business, the relevant Borrower shall promptly
      discharge the same);

              


      

       

      
        	
                12.3.3  

              	
                incur
      any Financial Indebtedness or other liability or obligation
      except:

              


      

       

      
        	
                (a)  

              	
                under
      this Agreement and the other Security
Documents;

              


      

       

      
        	
                (b)  

              	
                arising
      under the Transaction Documents to which it is a party;
  or

              


      

       

      
        	
                (c)  

              	
                arising
      in the ordinary course of operating and chartering its Vessel;
      or

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (d)  

              	
                unsecured
      Financial Indebtedness owed to the Corporate Guarantor provided that,
      before such Financial Indebtedness is incurred, particulars of the same
      are immediately notified to the Agent, and the relevant Obligor(s)
      execute(s) such deeds and documents as the Agent may at its discretion
      require to subordinate the same to the Outstanding
      Indebtedness;

              


      

       

      
        	
                12.3.4  

              	
                except
      as contemplated by this Agreement, assume, guarantee or endorse, or
      otherwise become or remain liable for, any obligation of any other
      person;

              


      

       

      
        	
                12.3.5  

              	
                authorise
      or accept any capital commitment other than in the normal course of
      business;

              


      

       

      
        	
                12.3.6  

              	
                make
      any payment of principal or interest to any of its shareholders in respect
      of any loans or loan capital made available to it by its
      shareholders;

              


      

       

      
        	
                12.3.7  

              	
                waive
      or fail to enforce any provision of, or agree to any amendment or
      supplement to, the Transaction Documents to which it is a
      party;

              


      

       

      
        	
                12.3.8  

              	
                issue
      any further shares or stock or register any transfer of any of its shares
      or stock, or admit any new member, whether by subscription or
      transfer;

              


      

       

      
        	
                12.3.9  

              	
                consolidate,
      amalgamate or merge with any other entity or demerge or enter into any
      form of reconstruction or reorganisation or do anything analogous
      thereto;

              


      

       

      
        	
                12.3.10  

              	
                form
      or acquire any subsidiary;

              


      

       

      
        	
                12.3.11  

              	
                alter
      or extend its financial year for the purposes of the preparation of its
      accounts, or change its auditors;

              


      

       

      
        	
                12.3.12  

              	
                alter
      any of the provisions of its constitutional
  documents;

              


      

       

      
        	
                12.3.13  

              	
                make
      any loans or advances to, or any investments in, any person (including,
      without limitation, any officer, director, stockholder, employee or
      customer of either Borrower);

              


      

       

      
        	
                12.3.14  

              	
                when
      an Event of Default or Potential Event of Default has occurred, declare or
      pay any dividends upon its shares or stock or otherwise distribute any
      assets to any of its shareholders whether in cash or
      otherwise;

              


      

       

      
        	
                12.3.15  

              	
                consolidate
      or subdivide or alter any of the rights attached to, or reduce, any of its
      share capital, or capitalise, repay or otherwise distribute any amount
      outstanding to the credit of any capital or revenue reserves, redeem any
      of its share capital in any way or enter into any arrangement with its
      creditors;

              


      

       

      
        	
                12.3.16  

              	
                undertake
      any transaction with any person, company or other entity which is an
      affiliate of that Borrower unless such transaction is conducted at arm's
      length on normal commercial terms;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                12.3.17  

              	
                change
      its place of incorporation; or

              


      

       

      
        	
                12.3.18  

              	
                permit
      any changes to be made in the identity of its shareholders or the senior
      management of the Corporate
Guarantor.

              


      

       

      
        	
                13.  

              	
                INFORMATION
      UNDERTAKINGS

              


      

       

      
        	
                13.1  

              	
                Duration
      of undertakings

              


      

       

      Each
Borrower shall comply with the undertakings contained in this Clause ‎13
which shall remain in force from the Signing Date to the end of the Security
Period.

       

      
        	
                13.2  

              	
                Financial
      information

              


      

       

      The
Borrowers will provide or procure the provision to the Agent:

       

      
        	
                13.2.1  

              	
                within
      120 days of the end of each financial year of the Corporate Guarantor,
      certified copies (in a sufficient number for each of the Banks) of the
      Corporate Guarantor consolidated profit and loss account and balance sheet
      of the Corporate Guarantor and its subsidiaries for that financial year,
      prepared in accordance with generally accepted accounting principles and
      practices consistently applied and audited by auditors previously approved
      in writing by the Agent; 

              


      

       

      
        	
                13.2.2  

              	
                within
      45 days of the end of each financial quarter of the Corporate Guarantor,
      certified copies (in a sufficient number for each of the Banks) of the
      unaudited interim consolidated management accounts and financial
      statements of the Corporate Guarantor for that quarter prepared in
      accordance with generally accepted accounting principles and practices
      consistently applied;

              


      

       

      
        	
                13.2.3  

              	
                a
      certificate from the Chief Financial Officer of the Corporate Guarantor
      confirming compliance with the financial covenants contained in Clause ‎13.3
      and such certificate being accompanied by detailed (to the satisfaction of
      the Agent) calculations relating to such
  covenants;

              


      

       

      
        	
                13.2.4  

              	
                such
      further information in the possession or control of the Borrowers
      regarding their financial condition and operations as the Agent may
      reasonably request.

              


      

       

      
        	
                13.3  

              	
                Financial
      Covenants

              


      

       

      Each
of the Borrowers shall:

       

      
        	
                13.3.1  

              	
                procure
      that the Corporate Guarantor shall ensure that in respect of each
      Measurement Period:

              


      

       

      
        	
                (a)  

              	
                the
      ratio of EBITDA to Interest Payable is not less than
  2:1;

              


      

       

      
        	
                (b)  

              	
                the
      ratio of Total Net Debt to Total Net Capitalisation is not more than
      0.70:1;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (c)  

              	
                the
      Working Capital is not less than $1,000,000;
and

              


      

       

      
        	
                (d)  

              	
                Liquidity
      is not less than:

              


      

       

      
        	
                (i)  

              	
                $500,000
      per Vessel if the average remaining time charter coverage in respect
      of  both Vessels is more than 1
year;

              


      

       

      
        	
                (ii)  

              	
                $750,000
      per Vessel if the average remaining time charter coverage in respect of
      both Vessels is more than 6 months and less or equal to 1 year;
      and

              


      

       

      
        	
                (iii)  

              	
                5%
      of the Outstanding Indebtedness if the average remaining time charter
      coverage in respect of both Vessels is less or equal to 6 months, but in
      any event not less than $750,000 per
Vessel;

              


      

       

      
        	
                13.3.2  

              	
                (if
      the Agent reasonably considers that its financial position or prospects
      are deteriorating), give independent auditors appointed to carry out an
      audit and inspection of its affairs every assistance in that
      regard.

              


      

       

      
        	
                13.4  

              	
                Notification
      of material litigation

              


      

       

      Each
Borrower will inform the Agent promptly of any litigation, arbitration, tax
claim or administrative proceeding instituted or (to its knowledge) threatened
and of any other occurrence of which it becomes aware which might materially
adversely affect:

       

      
        	
                (a)  

              	
                its
      ability, or the ability of any other Obligor, to perform its obligations
      under the Finance Documents (or any of them);
or

              


      

       

      
        	
                (b)  

              	
                the
      security constituted by the Finance Documents (or any of
      them).

              


      

       

      
        	
                13.5  

              	
                Notification
      of default

              


      

       

      Each
Borrower will, promptly:

       

      
        	
                13.5.1  

              	
                after
      the happening of any Event of Default or a Potential Event of Default,
      notify the Agent of such event and of the steps (if any) which are being
      taken to remedy it;

              


      

       

      
        	
                13.5.2  

              	
                at
      the request of the Agent from time to time, provide the Agent with a
      certificate signed by its Chief Financial Officer or its Chief Executive
      Officer confirming that it is, as at the date of such certificate, in
      compliance with its obligations under the Finance Documents and that no
      Event of Default or Potential Event of Default has occurred, or, if any
      has occurred, none is continuing.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                13.6  

              	
                "Know
      your customer" checks

              


      

       

      The
Borrowers will provide the Agent with any information requested by a Bank in
order for it to comply with any anti-money laundering or "know your customer"
legislation, regulation or procedures applicable to that Bank from time to
time.

       

      
        	
                13.7  

              	
                Provision
      of further information

              


      

       

      The
Borrowers will promptly provide the Agent with such other financial and other
information concerning themselves, their affairs and the Vessels as the Agent
may from time to time require.

       

      
        	
                14.  

              	
                VESSEL
      UNDERTAKINGS - INSURANCE

              


      

       

      
        	
                14.1  

              	
                Duration
      of undertakings

              


      

       

      Each
Borrower shall comply with the undertakings contained in this Clause ‎14
in respect of its Vessel at all times from the Delivery Date of such Vessel
until the end of the Security Period.

       

      
        	
                14.2  

              	
                Obligatory
      Insurances

              


      

       

      Each
Borrower undertakes:

       

      
        	
                14.2.1  

              	
                to
      effect and maintain sufficient insurances on and over its Vessel in
      respect of (a) hull, machinery and equipment, marine, war and terrorism
      risks (including excess risks), (b) protection and indemnity risks
      (including pollution risks) and (c) such other risks for which insurance
      would be maintained by a prudent owner for a ship of a similar type, size,
      age and flag, and otherwise in accordance with the provisions of the
      Finance Documents;

              


      

       

      
        	
                14.2.2  

              	
                to
      effect such insurances in such amounts in Dollars and upon such terms as
      shall from time to time be approved in writing by the Security Trustee,
      but in any event for not less than:

              


      

       

      
        	
                (a)  

              	
                in
      the case of hull, machinery and equipment, marine, war and terrorism risks
      and excess risks, on an agreed value basis for whichever is the greater of
      (i) the most recent Appraised Market Value of the relevant Vessel and (ii)
      an amount which when aggregated with the amount for which the other Vessel
      is insured for in respect of such risks is not less than 120% of the Loan
      outstanding;

              


      

       

      
        	
                (b)  

              	
                in
      the case of protection and indemnity risks, for the full value and tonnage
      of the relevant Vessel, for an unlimited amount, if available, and
      otherwise for the maximum amount obtainable in the market from time to
      time, including from the protection and indemnity association in which the
      Vessel is from time to time
entered;

              


      

       

      
        	
                14.2.3  

              	
                to
      effect the Insurances through such brokers (the "approved insurance
      brokers") and with such insurance companies, underwriters, war
      risks and protection and indemnity associations as shall from time to time
      be approved in writing by the Security Trustee (such approval not to be
      unreasonable withheld), and, if so required by the Security Trustee (but
      without, as between the Security Trustee and the relevant Borrower,
      liability on the part of the Security Trustee for premiums or calls), with
      the Security Trustee named as co
assured;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                14.2.4  

              	
                to
      notify the Security Trustee, at least 7 days before the relevant policies
      or contracts expire, of the relevant brokers and/or insurance companies,
      underwriters, war risks and protection and indemnity associations through
      and with whom the Insurances are to be renewed and of the terms and
      conditions of renewal;

              


      

       

      
        	
                14.2.5  

              	
                to
      renew the Insurances upon the terms required by this Clause ‎14
      on or prior to the date on which the relevant policies or contracts
      expire, and to procure that the approved insurance brokers, and any such
      war risks and protection and indemnity associations with which the
      Insurances are effected, shall promptly confirm in writing to the Security
      Trustee such renewal, on the approved terms and conditions, as and when
      the same occurs;

              


      

       

      
        	
                14.2.6  

              	
                punctually
      to pay all premiums, calls, contributions or other sums in respect of the
      Insurances and to produce all relevant receipts when so required by the
      Security Trustee;

              


      

       

      
        	
                14.2.7  

              	
                to
      arrange for the execution of such guarantees as may from time to time be
      required by any protection and indemnity or war risks association for or
      for the continuance of the relevant Vessel's
  entry;

              


      

       

      
        	
                14.2.8  

              	
                to
      procure that notice of assignment to the Security Trustee signed by the
      relevant Borrower is duly endorsed upon all slips, cover notes, policies,
      certificates of entry or other instruments of insurance issued or to be
      issued in connection with the Insurances, together with a loss payable
      clause, in each case in such form as may be required by the Security
      Trustee;

              


      

       

      
        	
                14.2.9  

              	
                to
      procure that all such instruments of insurance referred to in Clause ‎14.2.8
      as are effected through the approved insurance brokers shall be deposited
      with the approved insurance brokers, and that such brokers shall furnish
      the Security Trustee with pro forma copies and a letter or letters of
      undertaking in such form as may be required by the Security
      Trustee;

              


      

       

      
        	
                14.2.10  

              	
                to
      procure that the protection and indemnity and/or war risks associations in
      which the relevant Vessel is entered shall furnish the Security Trustee
      with a certified copy of the certificate of entry for the relevant Vessel
      and a letter or letters of undertaking in such form as may be required by
      the Security Trustee together with a certified copy of each certificate of
      financial responsibility for pollution by oil or other substances issued
      by such protection and indemnity and/or war risks associations in relation
      to the relevant Vessel;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                14.2.11  

              	
                without
      prejudice to the generality of Clauses ‎14.2.9
      and ‎14.2.10,
      if any of the Insurances form part of a fleet cover, to procure that the
      approved insurance brokers and (as the case may be) associations so
      approved shall undertake to the Security Trustee that they shall neither
      set off against any claim in respect of the Vessels any premiums or calls
      due in respect of other vessels or in respect of other insurances nor
      cancel any of the Insurances by reason of non payment of premiums or calls
      due in respect of other vessels or in respect of other
      insurances;

              


      

       

      
        	
                14.2.12  

              	
                to
      comply with all the requirements from time to time applicable to the
      Insurances, and not to make, do, consent or agree to any act or omission
      which would or might render any such instrument of insurance invalid,
      void, voidable or unenforceable or subject to any material exclusion or
      qualification or which would render any sum payable thereunder repayable
      in whole or in part;

              


      

       

      
        	
                14.2.13  

              	
                not
      to employ the relevant Vessel, or suffer the relevant Vessel to be
      employed, otherwise than in conformity with the terms of the said
      instruments of insurance (including any express or implied warranties they
      contain), without first obtaining the insurers' consent to such other
      employment and complying with such requirements as to extra premium or
      otherwise as the insurers may prescribe, or arranging for additional
      insurances;

              


      

       

      
        	
                14.2.14  

              	
                to
      apply all such sums receivable in respect of the Insurances as are paid to
      such Borrower in accordance with the Finance Documents for the purpose of
      making good the loss and fully repairing all damage in respect of which
      such sums have been received;

              


      

       

      
        	
                14.2.15  

              	
                not
      to alter any of the terms of any of the instruments of insurance referred
      to in Clause ‎14.2.8
      if, as a result of such alteration, they will cease to comply with the
      requirements of this Clause ‎14;

              


      

       

      
        	
                14.2.16  

              	
                not
      without the prior written consent of the Security Trustee to settle,
      compromise or abandon any claim under the Insurances in respect of the
      relevant Vessel for a Total Loss or a Major
  Casualty;

              


      

       

      
        	
                14.2.17  

              	
                to
      do all things necessary and provide the Security Trustee with all relevant
      documents, evidence and information as the Security Trustee may require to
      enable the Security Trustee to collect or recover any moneys in respect of
      the Insurances which are payable to the Security Trustee pursuant to the
      Security Documents;

              


      

       

      
        	
                14.2.18  

              	
                to
      provide the Security Trustee, at the time of the relevant communication,
      with copies of all communications of a material nature between such
      Borrower and the approved insurance brokers or (as the case may be)
      approved associations relating to the Insurances including, without
      limitation:

              


      

       

      
        	
                (a)  

              	
                any
      material condition, qualification or exclusion applicable to the
      Insurances;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)  

              	
                any
      actual or potential suspension of any of the
  Insurances;

              


      

       

      
        	
                (c)  

              	
                payment
      of premiums and calls and performance by such Borrower of its other
      material obligations in respect of the
  Insurances;

              


      

       

      
        	
                14.2.19  

              	
                to
      make or procure that the managers of the relevant Vessel shall make such
      quarterly voyage declarations as may be required from time to time in
      accordance with the Insurances, especially in order to maintain cover for
      trading in and to the United States of America and the Exclusive Economic
      Zone (as defined in the United States of America Oil Pollution Act 1990)
      and shall on request supply the Security Trustee with copies
      thereof.

              


      

       

      
        	
                14.3  

              	
                MII
      and MAP Cover

              


      

       

      The
Borrowers undertake to pay to the Security Trustee on demand all premiums and
other amounts payable by the Security Trustee in effecting and maintaining on
behalf of the Banks a mortgagee's interest insurance policy and/or a mortgagee's
interest additional perils (pollution) policy in respect of each Vessel (each in
an amount equal to 110% of the amount of the Loan outstanding from time to time
and otherwise to be on such terms and conditions and to be placed through such
brokers and with such insurers and underwriters as the Security Trustee may
require).

       

      
        	
                14.4  

              	
                Consultation
      with insurance advisers

              


      

       

      The
Agent shall be entitled, on the Delivery Date of each Vessel and at any time and
from time to time on any material change of terms of the Insurances of either
Vessel, to consult insurance advisers on any matter relating to the Insurances
of that Vessel (including, without limitation, the terms, amounts and quality of
the Insurances and the status of any insurance claims), and the Borrowers shall
procure that there is delivered to such advisers any and all such information
concerning the relevant Vessel and her Insurances as the Agent may require. The
costs and expenses of any such insurance advisers shall be for the account of
the Borrowers and shall be payable on demand.

       

      
        	
                14.5  

              	
                Modification
      of Insurances

              


      

       

      If,
in the opinion of the Agent, by reason of a significant change in circumstances
after the Signing Date (such changes in circumstances to include, without
limitation, changes in the availability or cost of insurance coverage or in
generally accepted industry practice) the Insurances do not provide the Banks
with good and adequate security, the Agent may from time to time notify the
Borrowers of any proposed modification of the requirements of the Finance
Documents relating to Insurances which the Agent may consider appropriate in the
circumstances.  Such modification may (without limitation) require the
Borrowers to place, or procure the placing of, further and additional insurances
and/or to amend or procure the amendment of the existing Insurances, whether
through the existing brokers or otherwise. Any such modification shall take
effect as an amendment to the Finance Documents on and from the date on which it
is notified in writing to the Borrowers and shall bind the Borrowers
accordingly.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                15.  

              	
                VESSEL
      UNDERTAKINGS - OPERATION AND
MAINTENANCE

              


      

       

      
        	
                15.1  

              	
                Duration
      of undertakings

              


      

       

      Each
Borrower shall comply with the undertakings contained in this Clause ‎15
in respect of its Vessel at all times from the Delivery Date of such Vessel
until the end of the Security Period.

       

      
        	
                15.2  

              	
                Operation
      and maintenance

              


      

       

      Each
Borrower undertakes:

       

      
        	
                15.2.1  

              	
                to
      keep its Vessel registered in the Republic of the Marshall Islands (or
      under the laws and flag of any other Approved Flag State) and not to do or
      suffer to be done anything whereby such registration may be forfeited or
      imperilled.  Notwithstanding the provisions of this Clause ‎15.2.1
      any change in the registration of the Vessel, including, for the avoidance
      of doubt, the change of registration of the Vessel to registration with
      another approved Flag State, will require the prior written consent of the
      Majority Lenders;

              


      

       

      
        	
                15.2.2  

              	
                to
      procure that its Vessel is kept in a good and seaworthy state of repair,
      so as to maintain the highest class with the Classification Society free
      of overdue recommendations and conditions, and so as to comply with the
      provisions of all laws and all other regulations and requirements
      (statutory or otherwise) from time to time applicable to vessels
      registered at ports in the Approved Flag State and to vessels trading to
      any jurisdiction to which that Vessel may, subject to the provisions of
      this Agreement, trade from time to
time;

              


      

       

      
        	
                15.2.3  

              	
                to
      procure that its Vessel is submitted regularly to such periodical or other
      surveys as may be required for classification and regulatory purposes and,
      if so required by the Security Trustee, to procure that the Security
      Trustee is supplied with copies of all survey reports and class and other
      certificates issued in this
respect;

              


      

       

      
        	
                15.2.4  

              	
                to
      procure that the Security Trustee or any representative of the Security
      Trustee is permitted:

              


      

       

      
        	
                (a)  

              	
                to
      board its Vessel once a year, unless an Event of Default has occurred and
      is continuing, at reasonable times (or at any time if survey reports are
      not satisfactory) for the purpose of inspecting her condition or
      satisfying itself as to proposed or executed repairs, and to afford all
      proper facilities for such inspections, all reasonable costs of which
      shall be paid for by the Borrowers or reimbursed by the Borrowers to the
      Security Trustee;

              


      

       

      
        	
                (b)  

              	
                at
      any time without prior notice to the Borrowers, to obtain information
      about its Vessel and her condition from the Classification Society and the
      relevant regulatory authorities, to have access to the records of such
      Vessel maintained by the Classification Society and such authorities and
      otherwise to communicate direct with each of them as if the Security
      Trustee were the owner of the relevant Vessel (for which purpose the
      relevant Borrower shall issue such authorisations and instructions to, and
      use its best endeavours to obtain such acknowledgments and undertakings
      from, such bodies, each in such terms as the Security Trustee may
      require);

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                15.2.5  

              	
                promptly
      to pay and discharge or secure all debts, damages and liabilities
      whatsoever which such Borrower shall have been called upon to pay,
      discharge or secure and which have given, or may give, rise to maritime or
      possessory liens on or claims enforceable against its Vessel, and in the
      event of arrest of its Vessel pursuant to legal process, or in the event
      of her detention in exercise or purported exercise of any such lien as
      aforesaid, to procure the release of that Vessel from such arrest or
      detention forthwith upon receiving notice of the same by providing bail or
      otherwise as the circumstances may
require;

              


      

       

      
        	
                15.2.6  

              	
                not
      to employ its Vessel, or suffer her
employment:

              


      

       

      
        	
                (a)  

              	
                in
      any trade or business which is forbidden by the law of the Approved Flag
      State or of any country to which that Vessel may sail, or which is
      otherwise illicit;

              


      

       

      
        	
                (b)  

              	
                in
      carrying illicit or prohibited goods, or in any manner whatsoever which
      may render her liable to condemnation in a Prize Court or to destruction,
      seizure or confiscation;

              


      

       

      
        	
                (c)  

              	
                in
      the event of hostilities in any part of the world (whether war be declared
      or not), in carrying any contraband goods, nor to enter or trade to any
      zone which is declared a war zone by the Vessel's war risks insurers
      unless the Security Trustee has given its consent thereto in writing and
      the relevant Borrower has effected, at its own expense, such special
      insurance cover as the Security Trustee may
  require;

              


      

       

      
        	
                15.2.7  

              	
                promptly
      to furnish the Security Trustee, when so required by it in writing, with a
      copy of the classification certificate issued by the Classification
      Society for the relevant Vessel, all such information regarding that
      Vessel, her employment, position and engagements, particulars of all
      towages and salvages and copies of all charters and other contracts for
      her employment or otherwise howsoever concerning her and all such material
      information as shall be or ought to be supplied to the insurers of that
      Vessel;

              


      

       

      
        	
                15.2.8  

              	
                fully
      to perform its own obligations under each charter, which has been approved
      by the Agent in respect of its Vessel and not to amend any such charter in
      any material respect (other than for amendments which are favourable to
      the relevant Borrower) without the consent of the Lenders, which shall not
      be unreasonably withheld;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                15.2.9  

              	
                not
      to let or employ its Vessel on charter without the prior written consent
      of the Lenders (and then only subject to such terms as the Lenders may
      impose) where:

              


      

       

      
        	
                (a)  

              	
                the
      relevant charter is a demise charter;
or

              


      

       

      
        	
                (b)  

              	
                the
      relevant charter is a time charter for a term in excess of 12 months
      (including any extensions); or

              


      

       

      
        	
                (c)  

              	
                under
      the terms of the relevant time charter, 2 months' fire (or more) is
      payable in advance or the agreed payable rate in respect of the relevant
      vessel is below the market rate applicable to vessels of similar age, size
      and market value; or

              


      

       

      
        	
                (d)  

              	
                the
      relevant time charter is concluded otherwise than at arm's
      length;

              


      

       

      
        	
                15.2.10  

              	
                not
      to employ or permit any member of its Vessel's crew to be employed in
      breach of the International Transport Worker's Federation (ITF) rules and
      regulations;

              


      

       

      
        	
                15.2.11  

              	
                to
      notify the Security Trustee forthwith by telefax
  of:

              


      

       

      
        	
                (a)  

              	
                any
      accident to its Vessel or incident which is or is likely to be a Major
      Casualty;

              


      

       

      
        	
                (b)  

              	
                any
      occurrence resulting in its Vessel becoming or being likely to become a
      Total Loss;

              


      

       

      
        	
                (c)  

              	
                any
      requirement or recommendation made by any insurer or the Classification
      Society, or by any competent authority, in respect of its Vessel which is
      not complied with within any time limit imposed by such insurer,
      Classification Society or
authority;

              


      

       

      
        	
                (d)  

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

              


      

       

      
        	
                15.2.12  

              	
                to
      procure that all tolls, dues and other outgoings whatsoever in respect of
      its Vessel are promptly paid, and to furnish satisfactory evidence that
      the wages and allotments, and the insurance and pension contributions in
      respect of the Master and crew, are being regularly paid, that all
      deductions from crew's wages on account of tax and/or social security
      contributions have been properly made and accounted for to the relevant
      authorities and that the Master has no claim for disbursements other than
      those incurred by him in the ordinary course of trading on the voyage then
      in progress;

              


      

       

      
        	
                15.2.13  

              	
                not
      without the previous consent in writing of the Lenders (and then only
      subject to such terms as the Lenders may
  impose):

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (a)  

              	
                to
      create or suffer the creation of an Encumbrance (other than a Permitted
      Encumbrance) over or in respect of its Vessel or any share in its
      Vessel;

              


      

       

      
        	
                (b)  

              	
                to
      make any change to its Vessel which would materially alter her structure,
      equipment, type or performance or which would materially reduce her
      value;

              


      

       

      
        	
                15.2.14  

              	
                to
      inform the Security Trustee prior to any change in the name of its
      Vessel;

              


      

       

      
        	
                15.2.15  

              	
                not
      without the previous consent in writing of the Security Trustee to put or
      suffer its Vessel to be put into the possession of any person for the
      purpose of work being done upon her in an amount exceeding or likely to
      exceed $1,000,000 (or the equivalent in any other currency) unless either
      the cost of such work is fully recoverable under the Insurances or such
      person has first given to the Security Trustee in terms satisfactory to
      the Security Trustee a written undertaking not to exercise any lien on the
      Vessel for the cost of such work or
otherwise;

              


      

       

      
        	
                15.2.16  

              	
                to
      procure that at all times the technical management of its Vessel is
      undertaken only by an Approved Technical Manager on the terms of the
      relevant Approved Technical Management Agreement and not without the prior
      written consent of the Agent (which shall not be unreasonably withheld) to
      amend any Approved Technical Management Agreement in any material respect
      or to terminate or suffer the termination of any such appointment or to
      appoint or suffer the appointment of any other technical managers for its
      Vessel, provided always that the Lenders have the right to direct that the
      appointment of an Approved Technical Manager is terminated where the
      performance levels of that Approved Technical Manager are not adequate in
      the reasonable opinion of the
Lenders;

              


      

       

      
        	
                15.2.17  

              	
                to
      place, and at all times and places to retain, a properly certified copy of
      the relevant Mortgage on board its Vessel with her papers, and to cause
      such certified copy and such papers to be exhibited to any and all persons
      having business with the Vessel which might give rise to any lien on it
      other than liens for crew's wages and salvage and to any representative of
      the Security Trustee and keep prominently displayed in the chart room and
      in the Master's cabin of its Vessel a framed notice in plain type, reading
      as follows:

              


      

       

      "NOTICE OF
MORTGAGE

       

      This
vessel is subject to a First Preferred Mortgage in favour of Lloyds TSB Bank
plc.  Under the terms of the said Mortgage neither the owner, any
charterer, the Master of this vessel, nor any other person, has any right, power
or authority to create, incur or permit to be imposed upon this vessel any lien
whatsoever other than for crew's wages and salvage";

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                15.2.18  

              	
                to
      comply with and satisfy all pertinent requirements and formalities to
      perfect and maintain the relevant Mortgage as a legal, valid and
      enforceable first preferred mortgage over its
  Vessel;

              


      

       

      
        	
                15.2.19  

              	
                to
      notify the Security Trustee forthwith by fax thereafter confirmed by
      letter of the occurrence of:

              


      

       

      
        	
                (a)  

              	
                any
      Environmental Claim against the Borrowers (or either of them), the Vessel,
      any other Obligor or any other Relevant Ship;
or

              


      

       

      
        	
                (b)  

              	
                any
      Environmental Incident which may give rise to any Environmental
      Claim;

              


      

       

      which,
in either case, could or might materially affect the interests of the Security
Trustee, and to keep the Security Trustee advised in writing on such regular
basis and in such detail as the Security Trustee shall require of the nature of
such Environmental Claim or Environmental Incident and such Borrower's proposed
and actual response thereto;

       

      
        	
                15.2.20  

              	
                to
      comply with and procure that all Environmental Affiliates comply with all
      Environmental Laws including, without limitation, requirements relating to
      manning and establishment of financial responsibility, and to obtain and
      comply with, and procure that all Environmental Affiliates obtain and
      comply with, all Environmental
Approvals;

              


      

       

      
        	
                15.2.21  

              	
                to
      ensure that its Vessel is, at all times, equipped and accredited with any
      required trading documentation and/or authorisations necessary to
      legitimise the entry of such Vessel into the waters of any relevant
      jurisdiction.  Such trading documentation and authorisations
      shall include, amongst other things, valid certification under the
      International Convention on Civil Liability for Oil Pollution Damage (as
      amended), a valid US Coast Guard certificate of financial responsibility
      (water pollution), a valid certificate from any US state that requires a
      state equivalent of a certificate of financial responsibility, a vessel
      classification certificate and any other credentials as might be, or may
      come to be, required.  Copies of such trading documentation
      and/or authorisations shall be made available to the Security Trustee as
      and when requested;

              


      

       

      
        	
                15.2.22  

              	
                to
      comply, and procure compliance by the Approved Technical Manager,
      with:

              


      

       

      
        	
                (a)  

              	
                all
      provisions of the ISM Code including, without limitation, obtaining and
      maintaining in force at all times a valid Document of Compliance in
      relation to itself and a valid Safety Management Certificate in respect of
      the Vessel as required by the ISM Code;
and

              


      

       

      
        	
                (b)  

              	
                all
      provisions of the ISPS Code including, without limitation, obtaining and
      maintaining in force a valid International Ship Security Certificate in
      respect of its Vessel as required by the ISPS Code, and ensuring that the
      Vessel's security system and its associated security equipment comply with
      the applicable requirements of Part A of the ISPS Code and of Chapter XI-2
      of the Safety of Life at Sea Convention (SOLAS), and that an approved ship
      security plan is in place.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                15.3  

              	
                Employment
      of Vessels

              


      

       

      The
Borrowers will procure that both of the Vessels (or their replacements (if any))
will be employed under charters or other arrangements acceptable to the Agent
for a period of at least 3 years starting from the Delivery Date of each Vessel,
to be entered between the relevant Borrower and the Seller for a minimum daily
gross rate of $21,000 and a 50/50 split of profits above that rate
level;

       

      
        	
                16.  

              	
                VALUATIONS
      AND ASSET PROTECTION

              


      

       

      
        	
                16.1  

              	
                Arrangement
      of valuations

              


      

       

      The
Agent may from time to time in accordance with the provisions of this Clause
‎‎16
arrange for valuations of the Vessels to be carried out in order to determine
the Appraised Market Value of each such Vessel.

       

      
        	
                16.2  

              	
                Basis
      of valuations

              


      

       

      Such
valuations shall be prepared:

       

      
        	
                16.2.1  

              	
                with
      or without a physical inspection of the Vessel concerned, at the
      discretion of the Agent;

              


      

       

      
        	
                16.2.2  

              	
                in
      Dollars on the basis of a sale for prompt delivery, charter-free, at arm's
      length between a willing seller and a willing
  buyer;

              


      

       

      
        	
                16.2.3  

              	
                semi-annually
      (or at such other dates as the Agent may require) at the cost of the
      Borrowers;

              


      

       

      
        	
                16.2.4  

              	
                by
      any two of the Approved Brokers as shall be selected by the
      Agent.

              


      

       

      
        	
                16.3  

              	
                Appraised
      Market Value

              


      

       

      The
Appraised Market Value of either Vessel shall be determined by taking the mean
average of the valuations of that Vessel.

       

      
        	
                16.4  

              	
                Consequences
      of security shortfall

              


      

       

      
        	
                16.4.1  

              	
                If
      at any time Security Coverage is less than 125%, then the Borrowers shall
      prepay such part of either Tranche or Tranches as will eliminate the
      shortfall in accordance with the relevant provisions of Clause ‎5.
      Notwithstanding the provisions of this Clause ‎16.4.1,
      subject to the Borrowers' request and the Agent's written approval, the
      Borrowers may provide or procure the provision of additional security over
      such assets and in such form as is acceptable to the Majority Lenders
      which have a market value as reasonably determined by the Majority Lenders
      at least equal to the shortfall instead of or in addition to making a
      prepayment in accordance with the provisions of this Clause ‎16.4.1;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                16.4.2  

              	
                The
      Borrowers will, following the occurrence of a shortfall, ensure that
      adequate Security Coverage is provided in accordance with Clause ‎16.4.1
      within 30 days of a demand by the Agent to that effect unless the relevant
      shortfall arises following any of the events set out in Clause 5.3 in
      which case the Borrowers will ensure that adequate Security Coverage is
      provided immediately following the demand by the Agent to that
      effect.

              


      

       

      
        	
                16.5  

              	
                Valuation
      of additional security

              


      

       

      The
market value of any additional security provided or to be provided under this
Clause ‎16
shall be determined either in the reasonable discretion of the Agent, in
consultation with the Majority Lenders, or by valuers appointed by, and on a
basis acceptable to, the Agent in consultation with the Majority Lenders subject
to the following:

       

      
        	
                16.5.1  

              	
                the
      value of any cash collateral in Dollars will be valued at its principal
      amount;

              


      

       

      
        	
                16.5.2  

              	
                any
      additional vessel security will be valued in accordance with Clause ‎16.2;
      and

              


      

       

      
        	
                16.5.3  

              	
                any
      letter of credit or first class bank guarantee will be valued at the
      maximum amount which may be drawn under it at any
  time.

              


      

       

      
        	
                16.6  

              	
                Valuation
      conclusive

              


      

       

      Any
valuation prepared under this Clause ‎16
shall be conclusive and binding on the Borrowers save in the case of manifest
error.

       

      
        	
                16.7  

              	
                Costs
      of valuation

              


      

       

      The
Borrowers shall pay the costs, fees and expenses of any shipbroker or valuer in
connection with any valuation prepared under this Clause ‎16.

       

      
        	
                16.8  

              	
                Assistance

              


      

       

      The
Borrowers shall provide such assistance as the Agent shall require in connection
with any valuation prepared under this Clause ‎16.

       

      
        	
                17.  

              	
                EVENTS
      OF DEFAULT

              


      

       

      
        	
                17.1  

              	
                Defaults

              


      

       

      There
shall be an Event of Default if any one or more of the following
happen:

       

      
        	
                17.1.1  

              	
                either
      Borrower fails to make any payment due under any of the Finance Documents
      on its due date, or, in respect of moneys payable on demand, (unless
      otherwise specifically provided) on the date such moneys are demanded to
      be paid;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                17.1.2  

              	
                either
      Borrower is in breach of any of the provisions of Clauses ‎12.2.3
      or ‎12.3,
      or any one or more of the provisions of the Finance Documents relating to
      the Insurances;

              


      

       

      
        	
                17.1.3  

              	
                either
      Borrower fails to observe or perform any provision of the Security
      Documents other than those referred to in Clauses ‎17.1.1
      and ‎17.1.2
      and either, in the opinion of the Agent, such default is not remediable,
      or, in the case of any such default which the Agent considers capable of
      remedy, such default continues unremedied for a period of 14 days after
      the Agent, by notice to the Borrowers, requires the same to be
      remedied;

              


      

       

      
        	
                17.1.4  

              	
                each
      Vessel is not delivered to the applicable Borrower by the Back-stop Date
      relating to that Vessel;

              


      

       

      
        	
                17.1.5  

              	
                any
      licence, approval, consent, authorisation or registration at any time
      necessary or desirable for the validity, enforceability or admissibility
      in evidence of any of the Finance Documents, or for any of the parties
      thereto to comply with its obligations thereunder is revoked, withheld or
      expires, or is modified in what the Agent considers a material
      respect;

              


      

       

      
        	
                17.1.6  

              	
                either
      Vessel becomes a Total Loss and (without prejudice to the Borrowers'
      obligations under Clause ‎5.3)
      the Agent does not receive within the stated time frame the amount
      specified to be repaid to the Agent pursuant to Clause ‎5.3;

              


      

       

      
        	
                17.1.7  

              	
                a
      petition is filed, or an order made, or an effective resolution passed,
      for the compulsory or voluntary winding-up or dissolution of either
      Borrower (other than for the purposes of amalgamation or reconstruction in
      respect of which the prior written consent of the Agent, has been
      obtained) or any proceedings analogous to winding-up proceedings are begun
      in any jurisdiction in relation to either Borrower or if either Borrower
      suspends payment of, or is unable to or admits inability to pay, its debts
      as they fall due or makes any special arrangement or composition with
      creditors generally or any class of its
  creditors;

              


      

       

      
        	
                17.1.8  

              	
                an
      administrator, administrative receiver, receiver or trustee or similar
      official is appointed of the whole, or what the Agent considers a material
      part, of the property, assets or undertaking of either Borrower or if
      either of the Borrowers applies for, or consents to, any such
      appointment;

              


      

       

      
        	
                17.1.9  

              	
                any
      step is taken (including, without limitation, the making of any
      application or the giving of any notice) by either of the Borrowers or by
      any other person to appoint an administrator in respect of that
      Borrower;

              


      

       

      
        	
                17.1.10  

              	
                an
      encumbrancer takes possession of, or distress or execution is levied upon,
      the whole, or what the Agent considers a material part, of the property,
      assets or undertaking of either Borrower and the same is not
      released/satisfied within 14 days;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                17.1.11  

              	
                either
      Borrower ceases, or threatens to cease, to carry on its business, or
      disposes or threatens to dispose of what the Agent considers a material
      part of its properties, assets or undertakings, or such a part is seized,
      nationalised, appropriated or compulsorily purchased by or under the
      authority of any government;

              


      

       

      
        	
                17.1.12  

              	
                anything
      is done, suffered or omitted to be done or occurs which, in the reasonable
      opinion of the Agent would in any way imperil the security created by the
      Finance Documents (or any of them);

              


      

       

      
        	
                17.1.13  

              	
                an
      event of default or event of termination occurs in relation to any
      obligation whatsoever of either Borrower in respect of Financial
      Indebtedness, whether such obligation is to the Agent or any other person
      or any guarantee or indemnity given by either of the Borrowers is not
      honoured when called;

              


      

       

      
        	
                17.1.14  

              	
                any
      representation or warranty made or deemed to be made in any of the
      Security Documents, or in any certificate or statement delivered in
      connection with any of the Finance Documents or Transaction Documents or
      in the negotiations leading up to the conclusion of this Agreement is, or
      at any time becomes, incorrect in any respect which the Agent considers
      materially adverse to the Banks (or any of them), as if such
      representation or warranty were made as of such
  time;

              


      

       

      
        	
                17.1.15  

              	
                either
      Borrower ceases to be a company or corporation duly registered in good
      standing in the place in which it was
  incorporated;

              


      

       

      
        	
                17.1.16  

              	
                it
      becomes impossible or unlawful for either of the Borrowers to fulfil any
      of its obligations under the Finance Documents (or any of them), or for
      the Banks (or any of them) to exercise any of the rights vested in them
      (or any of them) by, or to enforce the security constituted by, the
      Finance Documents, or any of the Finance Documents for any reason becomes
      invalid or unenforceable or ceases to be in full force and effect or if
      either of the Borrowers repudiates or threatens to repudiate any of the
      Finance Documents;

              


      

       

      
        	
                17.1.17  

              	
                in
      the reasonable opinion of the Agent there is any Material Adverse Change
      in the financial condition of either Borrower or the Corporate
      Guarantor;

              


      

       

      
        	
                17.1.18  

              	
                any
      of the events specified in Clauses ‎17.1.1
      to ‎17.1.17
      inclusive occurs (mutatis mutandis) in relation to any other
      Obligor;

              


      

       

      
        	
                17.1.19  

              	
                any
      event occurs or proceeding is taken in relation to either Borrower or any
      other Obligor (in any jurisdiction) which has an effect equivalent or
      similar to any of the events specified in Clauses ‎17.1.7
      to ‎17.1.9;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                17.1.20  

              	
                (without
      the prior written consent of the Agent) the Corporate Guarantor ceases to
      be the sole legal and/or beneficial owner of the shares of the Borrowers
      or there is a change in the legal and/or beneficial ownership of the
      Corporate Guarantor;

              


      

       

      
        	
                17.1.21  

              	
                either
      of the Borrowers defaults under any approved time charter arrangement or
      agreement, including the Applicable Charters or any approved vessel
      management arrangement or agreement, including the Approved Management
      Agreements; or

              


      

       

      
        	
                17.1.22  

              	
                it
      becomes impossible or unlawful for any party to any of the Transaction
      Documents to fulfil any of its obligations under, or to exercise any
      rights vested in it by any of the Transaction Documents or any of the
      Transaction Documents is breached in any material respect by any party
      thereto or is terminated or for any reason becomes invalid or
      unenforceable or otherwise ceases to be in full force and effect or any
      party thereto repudiates or threatens to repudiate any of the Transaction
      Documents.

              


      

       

      
        	
                17.2  

              	
                Banks'
      remedies

              


      

       

      Upon
the occurrence of an Event of Default which is continuing and at any time
thereafter without prejudice to any of the rights and remedies of the Agent
and/or the other Banks under any of the other Finance Documents or
otherwise:

       

      
        	
                17.2.1  

              	
                the
      Agent may, and shall if so requested by the Majority Lenders, take any one
      or more of the following actions:

              


      

       

      
        	
                (a)  

              	
                by
      written notice to the Borrowers declare the Total Commitments of the
      Lenders cancelled, whereupon the same shall be
  cancelled;

              


      

       

      
        	
                (b)  

              	
                by
      written notice to the Borrowers demand the immediate repayment of the
      Loan, all interest accrued thereon and all other Outstanding Indebtedness,
      whereupon the same shall become immediately due and
    payable;

              


      

       

      
        	
                (c)  

              	
                take
      steps to exercise the rights and remedies conferred upon the Agent and/or
      the other Banks by this Agreement and the other Finance Documents and
      exercisable on or after the occurrence of an Event of Default;
      and

              


      

       

      
        	
                17.2.2  

              	
                the
      Security Trustee may, and shall if so requested by the Majority Lenders,
      take steps to enforce the security created by the Security Documents
      and/or otherwise exercise the rights and remedies conferred on the
      Security Trustee by this Agreement and the Security Documents and
      exercisable on or after the occurrence of an Event of
    Default.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  18.  

                	
                  FEES,
      EXPENSES AND INDEMNITIES

                


        

         

      

      
        	
                18.1  

              	
                Commitment
      commission

              


      

       

      The
Borrowers shall pay to the Agent a non-refundable commitment fee on such dates
and in such amounts as is specified in the Fee Letter.

       

      
        	
                18.2  

              	
                Arrangement
      fee

              


      

       

      The
Borrowers shall pay to the Agent for its own account a non-refundable
arrangement fee on such dates and in such amounts as is specified in the Fee
Letter.

       

      
        	
                18.3  

              	
                Agency
      fee

              


      

       

      The
Borrowers shall pay to the Agent for its own account a non-refundable agency fee
on such dates and in such amounts as is specified in the Fee
Letter.

       

      
        	
                18.4  

              	
                Indemnity
      against costs

              


      

       

      The
Borrowers shall pay to the Agent on demand, and the Borrowers shall indemnify
and keep each Bank indemnified against, all costs, charges, expenses, claims,
liabilities, losses, duties and fees (including, but not limited to, legal fees
and expenses on a full indemnity basis) and taxes thereon suffered or incurred
by that Bank:

       

      
        	
                18.4.1  

              	
                in
      the negotiation, preparation, printing, execution and registration of this
      Agreement and the other Finance
Documents;

              


      

       

      
        	
                18.4.2  

              	
                in
      entering into this Agreement and/or the Finance Documents (or any of them)
      or in connection with the Vessels (or either of
  them);

              


      

       

      
        	
                18.4.3  

              	
                in
      the enforcement or preservation or the attempted enforcement or
      preservation of any of the rights and powers of the Banks (or any of them)
      under this Agreement and the other Finance Documents or of the security
      constituted by the Finance
Documents;

              


      

       

      
        	
                18.4.4  

              	
                in
      connection with any actual or proposed amendment of or supplement to this
      Agreement or any other Finance Document, or with any request to the Banks
      (or any of them) to grant any consent or waiver in respect of any
      provision of this Agreement or any other Finance Document, whether or not
      the same is given;

              


      

       

      
        	
                18.4.5  

              	
                arising
      out of any act or omission made by the Agent or the other Banks (or any of
      them) in good faith in connection with any of the matters dealt with in
      the Finance Documents;

              


      

       

      
        	
                18.4.6  

              	
                resulting
      from the imposition from time to time, under or pursuant to the Bank of
      England Act 1988 and/or by the Bank of England and/or by the Financial
      Services Authority (or other United Kingdom governmental authorities or
      agencies) of a requirement upon the Banks (or any of them) to pay fees to
      the Financial Services Authority calculated by reference to liabilities
      used to fund the Outstanding
Indebtedness.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                18.5  

              	
                Tax
      indemnity

              


      

       

      The
Borrowers shall pay all taxes imposed in relation to the Finance Documents
(other than tax on any Bank's overall net income) and shall on the Agent's
written demand indemnify the Banks  against any and all liabilities
with respect to, or resulting from, delay or omission on the part of the
Borrowers to pay such taxes.

       

      
        	
                18.6  

              	
                Break
      costs and other general indemnities

              


      

       

      The
Borrowers shall pay to the Agent on demand, and the Borrowers shall indemnify
each Bank against any Break Costs and/or other losses, expenses or liabilities
whether actual or contingent, (as to the amount of which the Agent's certificate
shall be conclusive and binding upon the Borrowers, except in case of manifest
error) suffered or incurred by that Bank in connection with or as a result
of:

       

      
        	
                18.6.1  

              	
                a
      Tranche not being drawn in full for any reason on the Drawdown Date
      specified in the Notice of Drawdown relating thereto, other than as a
      result of a default by that Bank;

              


      

       

      
        	
                18.6.2  

              	
                any
      repayment or prepayment of the whole or any part of a Tranche or
      consolidation of the Tranches being made on any date other than the last
      day of the Interest Period applicable
thereto;

              


      

       

      
        	
                18.6.3  

              	
                any
      default in payment by the Borrowers (or either of them) of any sum due
      under the Finance Documents on its due date;
or

              


      

       

      
        	
                18.6.4  

              	
                the
      occurrence or continuance of an Event of Default and/or a Potential Event
      of Default.

              


      

       

      
        	
                18.7  

              	
                Currency
      indemnity

              


      

       

      The
following shall apply if any amount is received or recovered by the Banks (or
any of them) in respect of any moneys or liabilities due, owing or incurred by
the Borrowers (or either of them) to the Banks (or any of
them)  (whether as a result of any judgment or order of any court or
in the bankruptcy, administration, reorganisation, liquidation or dissolution of
either Borrower or by way of damages for any breach of any obligation to make
any payment to the Banks (or any of them)) in a currency (the "Currency of Payment") other
than Dollars in whatever circumstances and for whatever reason:

       

      
        	
                18.7.1  

              	
                such
      receipt or recovery shall only constitute a discharge to the Borrowers to
      the extent of the amount in Dollars which the Banks are able or would have
      been able, on the date or dates of receipt by it of such payment or
      payments in the Currency of Payment (or, in the case of any such date
      which is not a Banking Day, on the next succeeding Banking Day), to
      purchase in the foreign exchange market of its choice with the amount or
      amounts so received;

              


      

       

      
        	
                18.7.2  

              	
                if
      the amount of Dollars which the Banks are so able to purchase falls short
      of the amount originally due to the Banks, each Borrower shall indemnify
      and hold the Banks harmless against any loss or damage arising as a result
      by paying to the Banks that amount in Dollars certified by the Agent as
      necessary to so indemnify and hold harmless the
  Banks;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                18.7.3  

              	
                this
      indemnity shall constitute a separate and independent obligation from the
      other obligations contained in this Agreement, shall give rise to a
      separate and independent cause of action, shall apply irrespective of any
      indulgence granted by the Agent or the Banks (or any of them) from time to
      time and shall continue in full force and effect notwithstanding any
      judgment or order for a liquidated sum or sums in respect of amounts due
      hereunder or under any such judgment or order;
  and

              


      

       

      
        	
                18.7.4  

              	
                the
      certificate of the Agent or the Banks as to the amount of any such loss or
      damage  (which shall be deemed to constitute a loss suffered by
      the relevant Bank(s)) shall (save in case of manifest error) for all
      purposes be conclusive and binding on the
  Borrowers.

              


      

       

      
        	
                18.8  

              	
                Increased
      costs

              


      

       

      
        	
                18.8.1  

              	
                This
      Clause ‎18.8
      applies if the Agent considers that as a result of (a) the introduction of
      or any change in any applicable law, regulation or official directive
      (whether or not having the force of law), or in the interpretation thereof
      by any authority charged with the administration thereof or by any court
      of competent jurisdiction, or (b) the implementation, application or
      compliance by the Banks (or any of them) with Basel II or any other
      directive, request or requirement from any applicable governmental, fiscal
      or monetary authority (whether or not having the force of
      law):

              


      

       

      
        	
                (a)  

              	
                there
      is any change in the basis of taxation (other than the basis of taxation
      of the Banks' (or any of them) overall net income) of payments by any of
      the Borrowers to the Banks (or any of them) of principal, interest or
      otherwise;

              


      

       

      
        	
                (b)  

              	
                there
      is any change in the basis of taxation of payments by the Banks (or any of
      them) of principal or interest on, or otherwise in respect of, deposits
      taken from third parties to make, fund or maintain the
    Loan;

              


      

       

      
        	
                (c)  

              	
                any
      reserve, special deposit, cash ratio, liquidity or other requirements are
      imposed, modified or deemed applicable against assets held by or deposits
      in or for the account of, or loans by, the Banks (or any of them)
      (including, without limitation, any such requirements arising out of the
      implementation of any regulations which may replace those set out Basle II
      or any other revision to the Basel Accord);
or

              


      

       

      
        	
                (d)  

              	
                any
      other condition is imposed on the Banks (or any of them) in respect of the
      transactions contemplated by this Agreement or any other of the Finance
      Documents,

              


      

       

      and,
as a result, the Banks (or any of them) incurs an increased cost.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                18.8.2  

              	
                An
      increased cost is:

              


      

       

      
        	
                (a)  

              	
                any
      additional cost to the Banks (or any of them) of making, funding or
      maintaining the Loan or any part thereof or entering into this
      Agreement;

              


      

       

      
        	
                (b)  

              	
                any
      reduction in any amount payable or the effective return to the Banks (or
      any of them) under this Agreement;
or

              


      

       

      
        	
                (c)  

              	
                the
      amount of any payment made by the Banks (or any of them) or the amount of
      any interest or other return foregone by the Banks (or any of them)
      calculated  by reference to any amount received or receivable by
      the Banks (or any of them) from any other person who is a party to this
      Agreement or any Finance Documents.

              


      

       

      
        	
                18.8.3  

              	
                The
      Agent shall promptly notify the Borrowers of any increased cost incurred
      by the Banks (or any of them).

              


      

       

      
        	
                18.8.4  

              	
                The
      Borrowers shall pay to the Banks (or any of them) from time to time upon
      demand of the Agent such additional moneys as the Agent shall specify to
      be necessary to indemnify the Banks (or any of them) for any increased
      cost.

              


      

       

      
        	
                18.8.5  

              	
                It
      shall not be a defence to a claim by the Banks (or any of them) under this
      Clause ‎18
      that any increased cost could have been avoided by the Banks (or any of
      them).

              


      

       

      
        	
                18.8.6  

              	
                Any
      amount due from the Borrowers under this Clause ‎18
      shall be due as a separate debt and shall not be affected by judgment
      being obtained for any other sums due under or in respect of this
      Agreement.

              


      

       

      
        	
                18.8.7  

              	
                The
      Borrowers may give 10 Banking Days notice to the Agent that they wish to
      prepay the Loan as a result of any amounts payable by the Borrowers under
      this Clause ‎18.
      The relevant provisions of Clause ‎5.3
      shall apply to that prepayment.

              


      

       

      
        	
                18.9  

              	
                Environmental
      indemnity

              


      

       

      Without
prejudice to or limitation of any other rights or remedies that may at any time
be available to or exercisable by the Agent or any of the other Banks, the
Borrowers shall indemnify and hold harmless the Agent and each of the other
Banks on demand against all costs, expenses, liabilities, losses, damages, and
injury, personal or economic, sustained or incurred by any of them or their
property (real or personal) for any reason as a result of or in connection with
any release or the emission, presence, discharge of Material of Environmental
Concern on, from, affecting or caused by either Vessel under any applicable
Environmental Laws including, but not limited to, costs and expenses incurred to
clean up or remove discharged oil or other Material of Environmental Concern,
damages to third parties, natural resource damage, assessments or penalties, and
whether sustained or incurred during or after the Security Period.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                18.10  

              	
                Survival
      of indemnities

              


      

       

      The
indemnities contained in the Finance Documents shall continue in full force and
effect after the full and final discharge of the Outstanding Indebtedness with
respect to matters arising prior to such discharge.

       

      
        	
                19.  

              	
                THE
      AGENT

              


      

       

      
        	
                19.1  

              	
                Appointment
      of Agent

              


      

       

      Each
Lender hereby irrevocably appoints and authorises the Agent to act as its agent
under this Agreement and the other Finance Documents.

       

      
        	
                19.2  

              	
                Agent's
      powers and discretions

              


      

       

      The
Agent shall have such powers and discretions:

       

      
        	
                19.2.1  

              	
                which
      are expressly delegated to the Agent by the terms of this Agreement and
      the other Finance Documents;

              


      

       

      
        	
                19.2.2  

              	
                which
      the Majority Lenders consider appropriate and give to the Agent (generally
      or in a particular case) with the Agent's consent;
  and

              


      

       

      
        	
                19.2.3  

              	
                which
      the Agent considers to be reasonably incidental to the discharge and
      performance of any of its functions under this Agreement or any of the
      other Finance Documents or otherwise appropriate in the context of those
      functions, including the exercise of any powers given to it by the
      Majority Lenders.

              


      

       

      
        	
                19.3  

              	
                Agent
      is agent only

              


      

       

      The
relationship between the Agent and each Lender is that of agent and principal
only.  Nothing in this Agreement or the other Finance Documents shall
constitute the Agent a trustee or fiduciary for any Lender or any other person
and no action taken by the Lenders pursuant hereto or thereto, shall be deemed
to constitute the Lenders a partnership, association, joint venture or other
entity.

       

      
        	
                19.4  

              	
                Agent
      to have no responsibility to
Borrowers

              


      

       

      In
performing its functions and duties under this Agreement and the other Finance
Documents, the Agent shall act solely as agent of the Lenders and does not
assume and shall not be deemed to have assumed any responsibility, liability or
obligation (whether fiduciary or otherwise) towards, or relationship of agency
or trust with or for, the Borrowers or any other Obligor in any circumstances
whatsoever.

       

      
        	
                19.5  

              	
                Matters
      within Agent's authority

              


      

       

      Subject
to Clause ‎19.6
and the other provisions of this Agreement and the other Finance Documents, the
Agent is hereby irrevocably authorised by the Lenders in their name and on their
behalf (and shall, if so directed by written notice from the Majority Lenders
after the Lenders shall have consulted for a period of not less than 5 days,
which direction shall be binding on all the Lenders):

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                19.5.1  

              	
                to
      waive, modify, vary or otherwise amend or excuse performance of any
      provisions of this Agreement or any of the other Finance Documents;
      and

              


      

       

      
        	
                19.5.2  

              	
                to
      enforce or take or refrain from taking any other action or proceedings
      with regard to this Agreement or any of the other Finance
      Documents,

              


      

       

      
        	
                19.6  

              	
                Notification
      of proposed waivers and amendments

              


      

       

      Except
in cases where the Agent is of the opinion that the Lenders would be prejudiced
by any delay in the Agent enforcing or taking action, in which event the Agent
may, but shall not be obliged to, enforce or take action without prior
notification to the Lenders, the Agent shall be obliged to notify the Lenders if
it proposes to waive, modify, vary or otherwise amend or excuse performance of
any provision of this Agreement or any of the other Finance Documents or to
enforce or take or refrain from taking any action under Clause ‎17.2
and the Agent shall not be entitled to proceed with that proposal unless the
Majority Lenders shall give notice to the Agent agreeing to that
proposal.  The Agent shall be entitled to cancel that proposal if
written notice pursuant to this Clause ‎19.6
is not received within 5 days of the Lenders being so notified by the
Agent.

       

      
        	
                19.7  

              	
                Consent
      of Agent

              


      

       

      If
any matter is stated in this Agreement or any other Finance Documents as
requiring the consent or approval of the Agent, the Agent shall be entitled (but
not bound) to give or withhold its consent or approval in such manner as it
considers to be in the interests of all the Lenders without obtaining
instructions from, or consulting with, all or any of the Lenders.

       

      
        	
                19.8  

              	
                Agent
      to act in accordance with instructions of Majority
  Lenders

              


      

       

      Subject
to Clause ‎19.7
and the other provisions of this Agreement and the other Finance Documents, the
Agent agrees to act with respect to this Agreement and the other Finance
Documents in accordance with the written instructions of the Majority
Lenders.  Any such instructions given by the Majority Lenders shall be
binding on all the Banks but, in the absence of any such instructions, the Agent
shall not be obliged to act.

       

      
        	
                19.9  

              	
                Agent
      not required to act

              


      

       

      In
no event shall the Agent be required to take any action which exposes, or is
likely to expose, the Agent to personal liability or which is contrary to the
provisions of:

       

      
        	
                19.9.1  

              	
                this
      Agreement or any of the other Finance Documents;
  or

              


      

       

      
        	
                19.9.2  

              	
                any
      law, regulation or directive.

              


      

       

      
        	
                19.10  

              	
                Provision
      of copy documents to Lenders

              


      

       

      The
Agent shall furnish each Lender:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                19.10.1  

              	
                with
      copies of any documents received by it under Clause ‎13
      (but the Agent shall not be obliged to review or check the accuracy or
      completeness thereof);

              


      

       

      
        	
                19.10.2  

              	
                if
      requested by that Lender, with copies of all documents received by the
      Agent under Clause ‎3.4;

              


      

       

      
        	
                19.10.3  

              	
                with
      details of any communication received from the Borrowers or any other
      Obligor referring to this Agreement and
which:

              


      

       

      
        	
                (a)  

              	
                contains
      a request for a consent or waiver which, under the terms of this Agreement
      or any other Security Document, requires the consent of the Lenders or the
      Majority Lenders; or

              


      

       

      
        	
                (b)  

              	
                states
      that an Event of Default or Potential Event of Default has occurred and is
      continuing; or

              


      

       

      
        	
                (c)  

              	
                contains
      any other request or information which, in the reasonable opinion of the
      Agent, is of a material nature.

              


      

       

      
        	
                19.11  

              	
                Provision
      of copy communications to Agent

              


      

       

      Each
Lender will, promptly after receipt or despatch thereof, forward to the Agent a
copy of any communication:

       

      
        	
                19.11.1  

              	
                sent
      by that Lender to the Borrowers or any other Obligor;
  or

              


      

       

      
        	
                19.11.2  

              	
                received
      by that Lender from the Borrowers or any other Obligor and, in each case,
      relating to this Agreement or any of the Finance
  Documents.

              


      

       

      
        	
                19.12  

              	
                Distributions
      of sums received and deductions by
Agent

              


      

       

      The
Agent shall (subject to Clause ‎8.3)
distribute promptly to each Lender its due proportion of all sums received by
the Agent on behalf of the Lenders under this Agreement or any of the other
Security Documents, subject to the Agent's right to deduct and withhold from any
such payment any amount which is then (or which will, upon demand by the Agent,
become) due and payable to the Agent from that Lender.

       

      
        	
                19.13  

              	
                Agent's
      retention of fees and expenses

              


      

       

      The
Agent may retain for its own use and benefit (and shall not be liable to account
to any Lender for all or any part of) any sums received by it by way of fees
(and not payable to any Lender) or by way of reimbursement of expenses incurred
by it.

       

      
        	
                19.14  

              	
                Waiver
      on instructions of Majority Lenders

              


      

       

      Subject
to Clause ‎19.15,
the provisions of this Agreement and any of the Security Documents may be
waived, and (subject to the written agreement of each of the other parties
thereto, other than the Lenders) varied or amended, by the Agent acting on the
written instructions of the Majority Lenders, in each case evidenced by an
instrument in writing, and any such waiver, variation or amendment shall be
binding upon all the Lenders.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                19.15  

              	
                Consent
      of Agent and all Lenders required

              


      

       

      Nothing
in Clause ‎19.14
shall authorise the effecting, without the prior written consent of the Agent
and all the Lenders, of:

       

      
        	
                19.15.1  

              	
                any
      change in the Applicable Margin or in the definitions of "Majority
      Lenders", "Finance Documents" or "Security
  Documents";

              


      

       

      
        	
                19.15.2  

              	
                any
      change in the date for, or alteration in the amount (or the basis of
      determining the amount) of, any payment of principal, interest, fees, or
      other amounts payable under this
Agreement;

              


      

       

      
        	
                19.15.3  

              	
                any
      change in a Lender's Commitment;

              


      

       

      
        	
                19.15.4  

              	
                any
      extension of the Availability
Period;

              


      

       

      
        	
                19.15.5  

              	
                any
      change to Clauses ‎2,
      ‎3,
      ‎4,
      ‎5,
      ‎6,
      ‎8.2,
      ‎10,
      ‎12.3,
      ‎23
      and ‎29;

              


      

       

      
        	
                19.15.6  

              	
                any
      change to this Clause ‎19.15;

              


      

       

      
        	
                19.15.7  

              	
                the
      release of any of the security created by or pursuant to the Security
      Documents (or any of them); or

              


      

       

      
        	
                19.15.8  

              	
                any
      other matter in respect of which the terms of this Agreement or any other
      of the Finance Documents expressly requires the agreement of all the
      Lenders.

              


      

       

      
        	
                19.16  

              	
                Borrowers'
      reliance upon Agent

              


      

       

      At
all times throughout the Security Period the Borrowers shall be entitled to rely
upon the advice of the Agent as to the giving of any approvals or consents or
the exercise of any discretions by the Lenders or any other act of the Lenders
as required by this Agreement and/or the Security Documents or any of
them.

       

      
        	
                19.17  

              	
                Lenders
      to be informed

              


      

       

      The
Agent shall, subject to Clause ‎19.6,
at all times keep the Lenders informed of each and every approval or consent
given and each exercise of any such discretion and each performance of any such
other act which the Agent may have performed on behalf of the Lenders as
required by this Agreement or any of the Security Documents.

       

      
        	
                19.18  

              	
                Consent
      of Agent required

              


      

       

      Notwithstanding
the provisions of Clauses ‎19.14
and ‎19.15,
no provision of this Agreement or of any other of the Finance Documents which in
any way relates to the duties, functions, powers or responsibilities of the
Agent may be amended, waived or suspended without the prior consent of the
Agent.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                20.  

              	
                THE
      SECURITY TRUSTEE

              


      

       

      
        	
                20.1  

              	
                Trust
      Property defined

              


      

       

      In
this Clause ‎20, "Trust Property" means:

       

      
        	
                20.1.1  

              	
                all
      rights, title and interests that may be mortgaged, charged, pledged or
      assigned in favour of the Security Trustee under or by virtue of the
      Security Documents;

              


      

       

      
        	
                20.1.2  

              	
                all
      rights granted to, or held or exercisable by, the Security Trustee by
      virtue of this Agreement and the Security
  Documents;

              


      

       

      
        	
                20.1.3  

              	
                all
      moneys and other assets, which are received or recovered by or on behalf
      of the Security Trustee under or by virtue of any of the foregoing rights,
      including as a result of the enforcement or exercise of any such right;
      and

              


      

       

      
        	
                20.1.4  

              	
                all
      moneys and other assets accrued in respect of or derived from any of the
      foregoing.

              


      

       

      
        	
                20.2  

              	
                Duties
      of Security Trustee

              


      

       

      The
Security Trustee shall:

       

      
        	
                20.2.1  

              	
                hold
      the Trust Property on trust for the Banks in accordance with provisions of
      this Agreement and the Security Documents;
and

              


      

       

      
        	
                20.2.2  

              	
                perform
      and exercise the rights and benefits vested in it and deal with the Trust
      Property in accordance with the provisions of this Agreement and the
      Security Documents.

              


      

       

      
        	
                20.3  

              	
                Security
      Trustee to have no responsibility to
Borrowers

              


      

       

      The
Security Trustee does not assume and shall not be deemed to have assumed any
responsibility, liability or obligation (whether fiduciary or otherwise)
towards, or relationship of agency or trust with or for, the Borrowers or any
other Obligor in any circumstances whatsoever.

       

      
        	
                20.4  

              	
                Security
      Trustee's powers and discretions

              


      

       

      The
Security Trustee shall have such powers and discretions:

       

      
        	
                20.4.1  

              	
                which
      are expressly delegated to the Security Trustee by the terms of this
      Agreement and the Security
Documents;

              


      

       

      
        	
                20.4.2  

              	
                which
      the Majority Lenders consider appropriate and give to the Security Trustee
      (generally or in a particular case) with the Security Trustee's
      consent;

              


      

       

      
        	
                20.4.3  

              	
                which
      the Security Trustee considers to be reasonably incidental and conducive
      to the discharge and performance of any of its functions under this
      Agreement or any of the Security Documents or otherwise appropriate in the
      context of those functions, including the exercise of any powers given to
      it by the Majority Lenders; and

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                20.4.4  

              	
                which
      are conferred on a trustee by the Trustee Act 1925 and any other
      applicable law for the time being in
force.

              


      

       

      
        	
                20.5  

              	
                Security
      Trustee to act in accordance with instructions of Majority
      Lenders

              


      

       

      Subject
to the provisions of the Agreement and the Security Documents, the Security
Trustee agrees to act with respect to this Agreement and the Security Documents
in accordance with the written instructions of the Agent, or, if the Agent and
the Security Trustee are the same person, the Majority Lenders.  Any
such instructions given by the Majority Lenders shall be binding on all the
Banks.  In the absence of any such instructions, the Security Trustee
shall not be obliged to act.

       

      
        	
                20.6  

              	
                Security
      Trustee not required to act

              


      

       

      In
no event shall the Security Trustee be required to take any action which
exposes, or is likely to expose, the Security Trustee to personal liability or
which is contrary to the provisions of:

       

      
        	
                20.6.1  

              	
                this
      Agreement or any of the Security Documents;
or

              


      

       

      
        	
                20.6.2  

              	
                any
      law, regulation or directive.

              


      

       

      
        	
                20.7  

              	
                Provision
      of copy documents to Banks

              


      

       

      The
Security Trustee shall furnish the Agent, or, if the Agent and the Security
Trustee are the same person, each Lender and the Issuing Bank, with copies of
any documents received by it under or in connection with this Agreement or any
Security Documents which it considers to be of material importance to the
Banks.

       

      
        	
                20.8  

              	
                Transfer
      of moneys to Agent

              


      

       

      The
Security Trustee shall, except as expressly stated to the contrary in this
Agreement or any Security Document, transfer any moneys forming part of the
Trust Property to the Agent for application in accordance with the relevant
provisions of this Agreement and the Security Documents, subject to the Security
Trustee's right to deduct and withhold from any such payment any amount which is
then (or which will, upon demand by the Security Trustee, become) due and
payable to it, or to any receiver or agent appointed by it, under this Agreement
and the Security Documents.

       

      
        	
                20.9  

              	
                Security
      Trustee's retention of fees and
expenses

              


      

       

      The
Security Trustee may retain for its own use and benefit (and shall not be liable
to account to any other Bank for all or any part of) any sums received by it by
way of fees (and not payable to any other Bank) or by way of reimbursement of
expenses incurred by it.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                20.10  

              	
                Release
      of security

              


      

       

      At
the end of the Security Period the Security Trustee shall release without any
recourse, warranty or covenants for title whatsoever, all security granted to it
pursuant to the Security Documents then held by it, whereupon the Security
Trustee shall be discharged from all liabilities and obligations under this
Agreement and the Security Documents.

       

      
        	
                20.11  

              	
                Perpetuity
      period

              


      

       

      The
perpetuity period applicable to the trusts created by this Clause ‎20
is 80 years from the Signing Date.

       

      
        	
                20.12  

              	
                Parallel
      debt

              


      

       

      
        	
                20.12.1  

              	
                Notwithstanding
      any other provision of this Agreement the Borrowers hereby irrevocably and
      unconditionally undertake to pay to the Security Trustee, as creditor in
      its own right and not as representative of the Banks, sums equal to and in
      the currency of each amount payable by the Borrowers to each of the Banks
      under or by virtue of this Agreement and the other Finance Documents as
      and when that amount falls due for payment under the relevant Finance
      Document or would have fallen due but for any suspension of payment,
      moratorium, discharge by operation of law or analogous
    event.

              


      

       

      
        	
                20.12.2  

              	
                The
      Security Trustee shall have its own independent right to demand payment of
      the amounts payable by the Borrowers under this Clause ‎20.12,
      irrespective of any suspension, extinction or any other discharge for any
      reason whatsoever (otherwise than by payment) of the Borrowers' obligation
      to pay those amounts to the Banks other than a discharge by virtue of
      payment which those Banks are entitled to
  retain.

              


      

       

      
        	
                20.12.3  

              	
                Any
      amount due and payable by the Borrowers to the Security Trustee under this
      Clause ‎20.12
      shall be decreased to the extent that the Banks have received (and are
      able to retain) payment in full of the corresponding amount under the
      other provisions of the Finance Documents and any amount due and payable
      by the Borrowers to the Banks under those provisions shall be decreased to
      the extent that the Security Trustee has received (and is able to retain)
      payment in full of the corresponding amount under this Clause ‎20.12.

              


      

       

      
        	
                20.12.4  

              	
                The
      rights of the Banks (other than the Security Trustee) to receive payment
      of amounts payable by the Borrowers under the Finance Documents are
      several and are separate and independent from, and without prejudice to,
      the rights of the Security Trustee to receive payment under this Clause ‎20.12.

              


      

       

      
        	
                20.12.5  

              	
                Any
      amounts received by the Security Trustee shall, to the extent permitted by
      the mandatory provisions of the applicable law, be applied in accordance
      with Clause ‎8.2.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                21.  

              	
                RETIREMENT
      OF A SERVICE BANK

              


      

       

      
        	
                21.1  

              	
                Resignation
      of Service Bank

              


      

       

      Each
Service Bank may at any time resign its appointment under this Agreement by
giving the Obligors and the other Banks not less than 30 days' prior written
notice to that effect.

       

      
        	
                21.2  

              	
                Appointment
      of successor by Majority Lenders

              


      

       

      After
the giving by any Service Bank of a notice of termination the Majority Lenders
may in writing appoint a successor.

       

      
        	
                21.3  

              	
                Appointment
      by retiring Service Bank

              


      

       

      If
no such successor is appointed within the period specified in Clause ‎21.1,
the relevant Service Bank may appoint as its successor any reputable bank or
financial institution with an office in Paris, Amsterdam or London.

       

      
        	
                21.4  

              	
                Consequence
      of change of Service Bank

              


      

       

      Upon
the acceptance by a successor to a Service Bank of its appointment, which
acceptance shall be in such form as the Majority Lenders shall
approve:

       

      
        	
                21.4.1  

              	
                that
      successor shall become bound by all the obligations of that Service Bank
      and become entitled to all the rights, privileges, powers, authorities and
      discretions of that Service Bank under this Agreement and the Security
      Documents;

              


      

       

      
        	
                21.4.2  

              	
                the
      obligations of that Service Bank under this Agreement and the Security
      Documents shall terminate but without prejudice to any liabilities which
      that Service Bank may have incurred prior to that
    termination;

              


      

       

      
        	
                21.4.3  

              	
                that
      Service Bank shall be discharged from any further liability or obligations
      under this Agreement and the Security Documents;
  and

              


      

       

      
        	
                21.4.4  

              	
                the
      provisions of this Agreement and the Security Documents shall continue in
      effect for the benefit of that Service Bank in respect of any action taken
      or omitted to be taken by it or any event occurring before the termination
      of its obligations pursuant to this Clause ‎21.

              


      

       

      
        	
                22.  

              	
                LIMITS
      OF THE SERVICE BANKS' OBLIGATIONS

              


      

       

      
        	
                22.1  

              	
                No
      duty to enquire

              


      

       

      Neither
Service Bank shall be obliged to ascertain or enquire:

       

      
        	
                22.1.1  

              	
                either
      initially or on a continuing basis, as to the credit or financial
      condition or affairs of the Borrowers, any other Obligor or any other
      person;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                22.1.2  

              	
                as
      to the performance or observance by the Borrowers or any other Obligor of
      any of the terms and conditions of this Agreement or any of the other
      Finance Documents or any other agreement;
or

              


      

       

      
        	
                22.1.3  

              	
                whether
      any Event of Default or Potential Event of Default has occurred, and until
      it shall have actual knowledge or express notice to the contrary, the
      Agent shall be entitled to assume that no Event of Default or Potential
      Event of Default has occurred.

              


      

       

      
        	
                22.2  

              	
                Responsibilities
      excluded

              


      

       

      Neither
Service Bank and none of their respective officers, employees or agents shall be
responsible to any other Bank for:

       

      
        	
                22.2.1  

              	
                any
      failure or delay in performance, or breach by the Borrowers, of their
      obligations under this Agreement or any of the other Finance Documents or
      any other agreement or any failure or delay in performance, or breach by
      any of the other Obligors, of their respective obligations under any of
      the Finance Documents or any other agreement;
or

              


      

       

      
        	
                22.2.2  

              	
                any
      recitals, statements, representations or warranties in, or for the
      legality, validity, effectiveness, enforceability, admissibility in
      evidence or sufficiency of, this Agreement or any of the other Finance
      Documents or any other agreement;
or

              


      

       

      
        	
                22.2.3  

              	
                the
      legality, validity, effectiveness or enforceability of any of the security
      created, or purported to be created, pursuant to any of the Security
      Documents.

              


      

       

      
        	
                22.3  

              	
                Limitation
      of liability

              


      

       

      
        	
                22.3.1  

              	
                Neither
      Service Bank and none of their respective officers, employees or agents
      shall be liable for any loss, damage or expense suffered or incurred by
      the Borrowers or any other Bank or any other person in consequence of any
      action taken or omitted to be taken by it under this Agreement or any of
      the other Finance Documents or in connection herewith or therewith unless
      caused by its gross negligence or wilful
  misconduct.

              


      

       

      
        	
                22.3.2  

              	
                Without
      prejudice to the provisions of Clause ‎22.3.1,
      none of the other Parties shall take any proceedings against any officer,
      employee or agent of a Service Bank in respect of any claim which it may
      have against that Service Bank or in respect of any act or omission
      (including, without limitation, negligence or wilful misconduct) by that
      officer, employee or agent in relation to this Agreement or any of the
      other Finance Documents.

              


      

       

      
        	
                22.4  

              	
                Lenders'
      and Swap Bank's representations and
undertakings

              


      

       

      Each
Lender and the Swap Bank:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                22.4.1  

              	
                severally
      represents and warrants to the Service Banks that it has made its own
      independent investigation of the financial condition and affairs of the
      Borrowers and the other Obligors in connection with the entry by it into
      this Agreement and, in the case of the Swap Bank, into each Master
      Agreement and in such respect it has not relied on any information
      provided to it by either Service Bank;
and

              


      

       

      
        	
                22.4.2  

              	
                undertakes
      that it will continue to make its own independent appraisal of the
      creditworthiness of the Borrowers and the other Obligors and will not rely
      on any information provided to it by either Service
  Bank.

              


      

       

      
        	
                22.5  

              	
                Indemnification
      by Lenders and Swap Bank of Service
Banks

              


      

       

      The
Lenders and the Swap Bank agree (which agreement shall survive payment of all
sums due under this Agreement) to indemnify each Service Bank (to the extent not
reimbursed by the Borrowers) rateably:

       

      
        	
                22.5.1  

              	
                in
      the case of the Lenders, according to their respective Contributions (or,
      if no part of the Loan has been advanced, their respective Commitments),
      and

              


      

       

      
        	
                22.5.2  

              	
                in
      the case of the Swap Bank, according to the maximum net exposure of the
      Borrowers to the Swap Bank determined in accordance with the terms of each
      Master Agreement as if the Master Agreement Liabilities were terminated
      and/or closed out at that time or, as the case may be, if they have
      already been terminated and/or closed out, the aggregate amount (whether
      actual or contingent) payable
thereunder,

              


      

       

      from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses and disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against that
Service Bank in performing its functions or duties under this Agreement or any
of the other Finance Documents, or in connection with any action taken or
omitted to be taken by that Service Bank in enforcing or preserving or
attempting to enforce or preserve the rights of the Banks under this Agreement
or any of the other Finance Documents or any other documents or
security.

       

      
        	
                22.6  

              	
                Service
      Banks' rights

              


      

       

      Each
Service Bank may:

       

      
        	
                22.6.1  

              	
                engage
      and pay for the advice and services of any lawyers, accountants or other
      experts whose advice or services may to that Service Bank seem necessary
      or desirable and that Service Bank shall be entitled to rely on the advice
      and opinions of such lawyers, accountants and other experts and shall not
      be liable to any of the other parties hereto for any of the consequences
      of any such reliance;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                22.6.2  

              	
                perform
      all or any of its functions and duties hereunder or under the Security
      Documents through employees or agents or any office or branch of that
      Service Bank from time to time selected by it and notified to the other
      parties hereto;

              


      

       

      
        	
                22.6.3  

              	
                rely
      on any communication or document believed by it to be genuine and correct
      and to have been communicated or signed by the person by whom it purports
      to be communicated or signed and shall not be liable to any of the other
      parties hereto for any of the consequences of such reliance;
      and

              


      

       

      
        	
                22.6.4  

              	
                without
      liability to account, make loans to, accept deposits from and generally
      engage in any kind of banking or trust business with the Borrowers or the
      other Obligors as though that Service Bank was not a Service
      Bank.

              


      

       

      
        	
                22.7  

              	
                Service
      Banks as Lenders and/or Swap Bank

              


      

       

      If
it is also a Lender, each Service Bank shall have the same rights and powers
under this Agreement as any other Lender (or the Swap Bank, if it is the Swap
Bank) and may exercise those rights and powers as though it were not a Service
Bank.

       

      
        	
                23.  

              	
                SHARING
      OF PAYMENTS

              


      

       

      
        	
                23.1  

              	
                Relevant
      circumstances

              


      

       

      This
Clause ‎23
applies if any Lender (the "Sharing Lender") at any time
receives or recovers (whether by way of voluntary or involuntary payment, by
virtue of the exercise of its legal rights including but not limited to the
right of set-off, counterclaim or otherwise howsoever) the whole or any part of
any amounts due to it from the Borrowers under this Agreement or any of the
other Finance Documents otherwise than by distribution from the Agent in
accordance with the terms of this Agreement.

       

      
        	
                23.2  

              	
                Payment
      by Sharing Lender to Agent

              


      

       

      Subject
to Clauses ‎23.3
and ‎23.4:

       

      
        	
                23.2.1  

              	
                the
      Sharing Lender shall forthwith pay to the Agent the full amount or (as the
      case may be) an amount equal to the equivalent of the full amount so
      received or recovered;

              


      

       

      
        	
                23.2.2  

              	
                as
      between the Borrowers and the Sharing Lender, the Borrowers shall remain
      or again become indebted to such Sharing Lender under this Agreement in
      the amount so paid as if it had not been received or recovered as
      aforesaid; and

              


      

       

      
        	
                23.2.3  

              	
                the
      Agent shall treat the amount so paid as if it were a payment by the
      Borrowers on account of amounts due from the Borrowers under this
      Agreement or any of the other Finance Documents for distribution to the
      Sharing Lender and such of the other Lenders in the proportions in which
      the Sharing Lender and the other Lenders would have been entitled to
      receive such amount had it been paid by the Borrowers to the Agent
      hereunder or under such Finance
Documents.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                23.3  

              	
                Refund
      by Agent

              


      

       

      Any
payment and adjustment made pursuant to Clause ‎23.2
shall be subject to the condition that, if the amount (or any part thereof) so
paid by the Sharing Lender to the Agent subsequently falls to be repaid by the
Sharing Lender to the Borrowers or any other person, then each of the Lenders
who has received any part thereof from the Agent shall repay the amount received
by it to the Sharing Lender, together with such amount (if any) as is necessary
to reimburse the Sharing Lender the appropriate portion of any interest it has
been obliged to pay when repaying such amount as aforesaid, and the relevant
adjustments pursuant to Clause ‎23.2
shall be cancelled.

       

      
        	
                23.4  

              	
                No
      sharing required

              


      

       

      A
Sharing Lender which has commenced or joined in an action or proceeding in any
court to recover sums due to it under this Agreement or any of the other Finance
Documents, and pursuant to a judgment obtained therein or a settlement or
compromise of that action or proceeding shall have received any amount, shall
not be required to share any proportion of that amount with a Lender which has
the legal right to, but does not, join such action or proceeding or commence and
diligently prosecute a separate action or proceeding to enforce its rights under
this Agreement or any of the other Finance Documents in the same or another
court.

       

      
        	
                23.5  

              	
                Matters
      notifiable

              


      

       

      Each
Lender shall promptly give notice to the Agent of:

       

      
        	
                23.5.1  

              	
                the
      institution by that Lender of a legal action or proceedings against the
      Borrowers under this Agreement or under any of the other Finance Documents
      or in connection therewith as soon as practicable thereafter (and, in any
      event, within 5 Banking Days); and

              


      

       

      
        	
                23.5.2  

              	
                the
      receipt or recovery by that Lender of any amount due and payable by the
      Borrowers under this Agreement or under any of the other Finance Documents
      which is received or recovered otherwise than through the
      Agent.

              


      

       

      Upon
receipt of any such notice the Agent will as soon as practicable thereafter
notify the other Banks.

       

      
        	
                24.  

              	
                JOINT
      AND SEVERAL LIABILITY

              


      

       

      
        	
                24.1  

              	
                Joint
      and several

              


      

       

      All
obligations and liabilities imposed on or assumed by the Borrowers under or
pursuant to this Agreement are joint and several even if not so
expressed.

       

      
        	
                24.2  

              	
                Obligations
      not affected

              


      

       

      None
of the obligations and liabilities of the Borrowers under the Finance Documents
shall be impaired by:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                24.2.1  

              	
                any
      failure of a Finance Document to be legal, valid, binding and enforceable
      in relation to either of the Borrowers whether as a result of lack of
      corporate capacity, due authorisation, effective execution or
      otherwise;

              


      

       

      
        	
                24.2.2  

              	
                any
      giving of time, forbearance, indulgence, waiver or discharge in relation
      to either of the Borrowers; or

              


      

       

      
        	
                24.2.3  

              	
                any
      other matter or event whatsoever which might have the effect of impairing
      all or and of the liabilities any obligations of either of the
      Borrowers.

              


      

       

      
        	
                24.3  

              	
                Principal
      debtors

              


      

       

      Each
Borrower declares that it is and will, throughout the Security Period, remain a
principal debtor for the payment of the Outstanding Indebtedness and no Borrower
shall in any circumstances be construed to be a surety for the obligations of
the other Borrower hereunder.

       

      
        	
                24.4  

              	
                Subordination

              


      

       

      Neither
of the Borrowers (hereinafter called a "Creditor Borrower") will
without the prior written consent of the Agent or unless so directed by the
Agent (whereupon such Borrower shall act in accordance with the Agent's
directions) ask, demand, sue for, take or receive from the other Borrower
(hereinafter called a "Debtor
Borrower") by set-off or any manner the whole or any part of all present
and future sums, liabilities and obligations payable or owing by a Debtor
Borrower to a Creditor Borrower whether actual or contingent, jointly or
severally or otherwise howsoever, until the Outstanding Indebtedness has been
paid and discharged in full.

       

      
        	
                25.  

              	
                ASSIGNMENT,
      TRANSFER AND RELEASE

              


      

       

      
        	
                25.1  

              	
                Successors
      and assigns

              


      

       

      This
Agreement shall be binding upon and inure to the benefit of each Party and its
successors and assigns.

       

      
        	
                25.2  

              	
                No
      assignment by Borrowers

              


      

       

      Neither
of the Borrowers may assign or transfer all or any of its rights, benefits or
obligations under this Agreement or under any of the other Finance Documents
without the prior written consent of the Lenders.

       

      
        	
                25.3  

              	
                Transfer
      by Lenders

              


      

       

      Subject
to obtaining the prior consent of the Agent, which shall not be unreasonably
withheld or delayed, any Lender (the "Transferor Lender") may
transfer all or any of its rights and obligations in its capacity as a Lender
under this Agreement and under the other Finance Documents to another bank or
financial institution (the "Transferee Lender"), provided
that no such consent shall be required if the transfer is made to an affiliate
of the Transferor Lender or to another Lender (or any affiliate thereof) or if
the transfer is made after an Event of Default has occurred and has been
continuing for 30 days. No assignment or transfer by a Lender of any of its
rights or obligations under this Agreement and the other Finance Documents shall
be binding on, or effective in relation to, any other Party unless it is
effected, evidenced and perfected by the delivery by the Transferor Lender to
the Agent of a Transfer Certificate executed by the Transferor Lender and the
Transferee Lender.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                25.4  

              	
                Signature
      of Transfer Certificate

              


      

       

      The
Agent shall as soon as practicable, but not later than the 5th Banking Day after
receipt by it of a Transfer Certificate, sign the Transfer Certificate on behalf
of the Obligors, itself and each of the other Banks and give notice to the
Obligors and the Banks of its receipt of that Transfer Certificate (attaching a
copy of it).

       

      
        	
                25.5  

              	
                Authorisation
      of Agent to sign Transfer
Certificate

              


      

       

      Each
of the other Parties irrevocably authorises the Agent to sign any Transfer
Certificate on its behalf.

       

      
        	
                25.6  

              	
                Effective
      date of Transfer Certificate

              


      

       

      A
Transfer Certificate becomes effective on the date, if any, specified in the
Transfer Certificate as its effective date, provided always that it is signed by
the Agent under Clause ‎‎25.4
on or before that date.

       

      
        	
                25.7  

              	
                Effect
      of Transfer Certificate

              


      

       

      A
Transfer Certificate shall have effect in accordance with the
following:

       

      
        	
                25.7.1  

              	
                to
      the extent that in that Transfer Certificate the Transferor Lender seeks
      to transfer its rights and/or its obligations under this Agreement and the
      other Finance Documents, each Obligor and the Transferor Lender shall each
      be released from further obligations to the other under this Agreement and
      the other Finance Documents and their respective rights against each other
      shall be cancelled (such rights and obligations being referred to in this
      Clause ‎25.7
      as "discharged rights and
      obligations");

              


      

       

      
        	
                25.7.2  

              	
                each
      Obligor, the Transferee Lender and the other Banks shall each assume
      obligations towards each other and/or acquire rights against each other
      which differ from the discharged rights and obligations only insofar as
      the Transferee Lender has assumed and/or acquired the same in place of the
      Transferor Lender; and

              


      

       

      
        	
                25.7.3  

              	
                the
      Transferee Lender and the other Banks shall acquire the same rights and
      assume the same obligations between themselves as they would have acquired
      and assumed had the Transferee Lender been an original party to this
      Agreement as a Lender with the rights and/or obligations acquired or
      assumed by it as a result of that
transfer.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                25.8  

              	
                Transfer
      fee

              


      

       

      The
Transferee Lender shall pay to the Agent for its own account a transfer fee of
$2,000 on the date on which the transfer effected by the relevant Transfer
Certificate becomes effective.

       

      
        	
                25.9  

              	
                Sub-participation
      by Lenders

              


      

       

      Any
Lender may at any time without the consent of the Borrowers or any other Obligor
sub-participate all or any of its rights and/or obligations under this Agreement
and the other Finance Documents.

       

      
        	
                25.10  

              	
                Disclosure
      of information

              


      

       

      Any
Lender may disclose to any potential Transferee Lender, assignee or
sub-participant, or to any other party with whom it may propose to enter into
contractual relations in connection with this Agreement or any other of the
Finance Documents, such information about the Borrowers and the other Obligors
and their respective businesses, assets or financial condition as that Lender
shall consider appropriate.

       

      
        	
                25.11  

              	
                Change
      of Lending Office

              


      

       

      Any
Lender may at any time and from time to time change its Lending Office by giving
notice to the Agent and that change shall be effective on the later of (a) the
date specified in that notice and (b) the date of receipt by the Agent of that
notice from that Lender. The Agent shall promptly notify the Obligors and the
other Banks of any notice received by it pursuant to this Clause ‎25.11.

       

      
        	
                25.12  

              	
                Mitigation

              


      

       

      If:

       

      
        	
                25.12.1  

              	
                a
      Lender transfers any of its rights and obligations under this Agreement
      and the other Finance Documents in accordance with Clause ‎25.3
      or changes its Lending Office in accordance with Clause ‎25.11;
      and

              


      

       

      
        	
                25.12.2  

              	
                as
      a result of circumstances existing at the date the transfer or change
      occurs, an Obligor would be obliged to make a payment to the Transferee
      Lender or Lender acting through its new Lending Office under Clause ‎9.2
      or Clause ‎18.8,

              


      

       

      then
the Transferee Lender or Lender acting through its new Lending Office is only
entitled to receive payment under those Clauses to the same extent as the
Transferor Lender or Lender acting through its previous Lending Office would
have been if the transfer or change had not occurred.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                25.13  

              	
                Delegation

              


      

       

      Any
Bank may at any time and from to time to time delegate any one or more of its
rights, powers and/or obligations under this Agreement and the other Finance
Documents to any person.

       

      
        	
                25.14  

              	
                Register

              


      

       

      The
Agent shall keep a register of all the Lenders for the time being with details
of their respective Commitments, Contributions and Lending Office and shall
provide any other Party (at that Party's expense) with a copy of the register on
request.

       

      
        	
                25.15  

              	
                Swap
      Bank

              


      

       

      The
Swap Bank may not assign or transfer all or any of its rights, benefits or
obligations under this Agreement or under any of the other Finance Documents
without the prior written consent of the Majority Lenders.

       

      
        	
                26.  

              	
                SET-OFF

              


      

       

      A
Bank may set off any matured obligation due from either Borrower under this
Agreement or any other Finance Document (to the extent beneficially owned by
that Bank) against any matured obligation owed by that Bank to that Borrower,
regardless of the place of payment, booking branch or currency of either
obligation.  If the obligations are in different currencies, the Bank
may convert either obligation at a market rate of exchange in its usual course
of business for the purpose of the set-off..

       

      
        	
                27.  

              	
                MISCELLANEOUS

              


      

       

      
        	
                27.1  

              	
                Remedies
      and waivers

              


      

       

      No
failure to exercise, nor any delay in exercising, on the part of any Bank, any
right or remedy under the Finance Documents shall operate as a waiver thereof,
nor shall any single or partial exercise of any right or remedy prevent any
further or other exercise thereof or the exercise of any other right or
remedy.  The rights and remedies provided in this Agreement are
cumulative and not exclusive of any rights or remedies provided by
law.

       

      
        	
                27.2  

              	
                Waivers
      and amendments to be in writing

              


      

       

      Any
waiver by any Bank of any provision of this Agreement or any other of the
Finance Documents, and any consent or approval given by any Bank, shall only be
effective if given in writing and then only strictly for the purpose and upon
the terms for which it is given. Neither this Agreement nor any of the other
Finance Documents may be amended or varied orally but only by an instrument
signed by or on behalf of each of the parties thereto.

       

      
        	
                27.3  

              	
                Severability

              


      

       

      If
at any time one or more of the provisions of this Agreement or any other of the
Finance Documents is or becomes invalid, illegal or unenforceable in any respect
under any law by which it may be governed or affected, the validity, legality
and enforceability of the remaining provisions shall not be in any way affected
or impaired as a result.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                27.4  

              	
                Counterparts

              


      

       

      This
Agreement may be executed in any number of counterparts and all such
counterparts taken together shall be deemed to constitute but one and the same
instrument.

       

      
        	
                27.5  

              	
                Conclusiveness
      of Bank's certificates

              


      

       

      The
certificate or determination of a Bank of a rate or amount under this Agreement
and any other Finance Document is, in the absence of manifest error, conclusive
evidence of the matters to which it relates and is binding on the
Borrowers.

       

      
        	
                27.6  

              	
                Force
      majeure

              


      

       

      No
Bank will be liable for any failure on its part to provide its Commitment or
maintain its Contribution (or any part thereof) resulting, directly or
indirectly, from any action, inaction or purported action of any government or
governmental agency or any strike, boycott or blockade or any cause whatsoever
outside its control.

       

      
        	
                27.7  

              	
                Further
      assurance

              


      

       

      The
Borrowers shall, upon demand, and at their own expense, sign, perfect, do,
execute and register all such further assurances, documents, acts and things as
the Agent may require for the purpose of more effectually accomplishing or
perfecting the transaction or security contemplated by this Agreement and the
other Finance Documents.

       

      
        	
                28.  

              	
                NOTICES

              


      

       

      
        	
                28.1  

              	
                Addresses

              


      

       

      All
notices (which expression includes any demand, request, consent or other
communication) to be given by one Party to another under this Agreement shall be
in writing and (unless delivered personally) shall be given by telefax or first
class pre-paid post (airmail if sent internationally) and be
addressed:

       

      
        	
                28.1.1  

              	
                in
      the case of the Agent, the Security Trustee and the Swap Bank to them
      at:

              


      

       

      Lloyds
TSB Bank plc

      10 Gresham Street

      
        	
                 
      

              	
                London
      EC2V 7AE

              


      

      
        	
                 
      

              	
                England

              


      

       

      Telefax
No:  +44 207 158 3204

       

      Attn:
Head of Loans Management

       

      With
a copy to:

       

      Telefax
No:  +44 117 923 3367

       

      Attn:  Loan
Administration

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                28.1.2  

              	
                in
      the case of an Original Lender, to it at the address set out beneath its
      name in Schedule 1 and, in the case of any
      other Lender, to it at the address specified in the relevant Transfer
      Certificate;

              


      

       

      
        	
                28.1.3  

              	
                in
      the case of the Borrowers, to them
at:

              


      

       

      24
Kaningos Street

      185
34 Kastella

      Piraeus

      Greece

      Telefax
No: +30 210 42200230

      Attn:
Charilaos Loukopoulos

      


       

      
        	
                28.2  

              	
                Changes
      of address

              


      

       

      If
any Bank or either Borrower wishes to change its or their address for
communication, the one shall give to the others not less than 5 Banking Days'
notice in writing of the change desired.

       

      
        	
                28.3  

              	
                Deemed
      receipt of notices

              


      

       

      Notices
addressed as provided above shall be deemed to have been duly given when
despatched (in the case of telefax), when delivered (in the case of personal
delivery), 2 days after posting (in the case of letters sent within the same
country), or five 5 days after posting (in the case of letters sent
internationally), provided that notices to a Bank shall be effective only upon
their actual receipt by that Bank. In each of the above cases any notice
received on a non-working day or after business hours in the country of receipt
shall be deemed to be given on the next following working day in such
country.

       

      
        	
                28.4  

              	
                English
      language

              


      

       

      All
notices and documents to be given or delivered pursuant to or otherwise in
relation to this Agreement and the Finance Documents shall be in the English
language or be accompanied by a certified English translation.

       

      
        	
                29.  

              	
                APPLICABLE
      LAW AND JURISDICTION

              


      

       

      
        	
                29.1  

              	
                Governing
      law

              


      

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                29.2  

              	
                Submission
      to jurisdiction

              


      

       

      The
Borrowers hereby irrevocably agree for the exclusive benefit of the Banks that
the English courts shall have jurisdiction in relation to any dispute and any
suit, action or proceeding (referred to together in this Clause ‎29
as "Proceedings") which
may arise out of or in connection with this Agreement and/or any of the other
Finance Documents, and for such purposes irrevocably submit to the jurisdiction
of such courts.

       

      
        	
                29.3  

              	
                Service
      of process

              


      

       

      Each
Borrower hereby irrevocably agrees:

       

      
        	
                29.3.1  

              	
                that,
      for the purpose of Proceedings in England, any legal process may be served
      upon Hill Dickinson Services Limited, currently of c/o Hill Taylor
      Dickinson, Irongate House, Duke's Place, London EC3A 7HX (Attn: Ms.
      Electra Panayotopoulos), who are hereby authorised to accept service on
      its behalf, which shall be deemed to be good service on such Borrower;
      and

              


      

       

      
        	
                29.3.2  

              	
                that
      throughout the Security Period it will maintain a duly appointed process
      agent in England, duly notified to the Agent, and that failure by any such
      process agent to give notice thereof to it shall not impair the validity
      of such service or of a judgment or order based
  thereon.

              


      

       

      
        	
                29.4  

              	
                Choice
      of forum

              


      

       

      Nothing
in this Clause ‎29
shall affect the right of any Bank to serve process in any manner permitted by
law or limit the right of any Bank to take Proceedings against the Borrowers in
any other court of competent jurisdiction, nor shall the taking of Proceedings
in one or more jurisdictions preclude the taking of Proceedings by any Bank in
any other jurisdiction, whether concurrently or not.

       

      The
Borrowers shall not commence any Proceedings in any country other than England
in relation to any matter arising out of or in connection with this Agreement
and/or any of the other Finance Documents.

       

      
        	
                29.5  

              	
                Forum
      convenience

              


      

       

      Each
Borrower irrevocably waives any objection which it may now or hereafter have on
the grounds of inconvenient forum or otherwise to Proceedings being brought in
any such court as is referred to in this Clause ‎29,
and further irrevocably agrees that a judgment or order in any Proceedings
brought in the English courts shall be conclusive and binding upon it and may be
enforced without review in the courts of any other jurisdiction.

       

      
        	
                29.6  

              	
                Consent

              


      

       

      Each
Borrower consents generally in respect of any Proceedings arising out of or in
connection with this Agreement to the giving of any relief or the issue of any
process in connection with such Proceedings, including without limitation, the
making, enforcement or execution against any property or assets whatsoever of
any order or judgment which may be made or given in such
Proceedings.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                29.7  

              	
                Waiver
      of immunity

              


      

       

      To
the extent that either Borrower may be entitled in any jurisdiction to claim for
itself or its property or assets immunity in respect of its obligations under
this Agreement from service of process, jurisdiction, suit, judgment, execution,
attachment (whether before judgment, in aid of execution or otherwise) or legal
process, or to the extent that in any such jurisdiction there may be attributed
to it or its property or assets such immunity (whether or not claimed) such
Borrower irrevocably agrees not to claim and irrevocably waives such immunity to
the fullest extent permitted by the laws of such jurisdiction.

       

      AS WITNESS the hands of the
duly authorised representatives of the parties hereto the day and year first
before written.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
1

       

      LENDERS
AND COMMITMENTS

       

      


       

      
        	
                Lender

              	
                Lending Office

              	
                Hull No. 2143 - Tranche  Commitment
      ($)

              	
                Hull No. 2198 - Tranche  Commitment
      ($)

              	
                Percentage

              
	
                Lloyds
      TSB Bank plc

                 

              	
                10
      Gresham Street

                London

                EC2V  7AE

                 

              	
                $41,625,000

              	
                $41,625,000

              	
                100%

              
	 
      	 
      	
                $41,625,000

              	
                $41,625,000

              	
                100%

              


      

      


       

      
        
          
             

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
2

       

      FORM
OF NOTICE OF DRAWDOWN

       

      To:        Lloyds
TSB Bank plc

      10
Gresham Street

       

      London  EC2V
7AE

       

      


       

      Attn:           [●]

       

      Date:    [●]
 20[●]

       

      Dear
Sirs

       

      Notice
of Drawdown - Loan Agreement dated [●] 2008

       

      We
refer to the loan agreement dated [●] 2008 (the "Facility Agreement") made
between (1) ourselves as joint and several Borrowers, (2) the banks and
financial institutions listed in Schedule 1 thereto as Original Lenders and (3)
yourselves as Agent, Security Trustee and Swap Bank providing for the making
available to us of a secured term loan in the amount of up to the lesser of
$83,250,000 and 75% of the Appraised Market Value of the Vessels.

       

      Expressions
defined in the Facility Agreement shall have the same meanings when used in this
letter.

       

      Pursuant
to Clause ‎3
of the Facility Agreement we hereby give you notice that
we wish to draw a Tranche as follows:

       

      

         

        
          	Name of
    Vessel	 :  [●]
	     	 
	Name of buyer of
      Vessel         	 :  [●]
	 	 
	 Amount of
      Tranche	 :  $[●]
	 	 
	 Proposed
      Drawdown Date	 :  [●]
	 	 
	 Duration of
      first Interest Period	 :  [●]
      months


        

         

         

      

      We
hereby request and authorise you to apply the proceeds of the said Tranche by
paying the proceeds by [●] to [●] Account No. [●], quoting the reference
[●].

       

      We
confirm that:

       

      
        	
                (a)

              	
                the
      representations and warranties made by us as set out in Clause ‎11
      of the Facility Agreement are true and accurate on the date hereof as if
      made on such date; and

              


      

       

      
        	
                (b)

              	
                no
      Event of Default or Potential Event of Default has occurred and is
      continuing or will occur as a result of the proposed
      borrowing.

              


      

       

      Yours
faithfully

      


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

      For
and on behalf of

      Lemannville
Navigation Inc.

      Turneville
Navigation Inc.

       

      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
3

      DETAILS
OF THE VESSELS

       

      


      
        	
                Borrower
      (owner)

              	
                Seller

              	
                Vessel
      name

              	
                Approved
      Flag State

              
	
                Lemannville
      Navigation Inc.

              	
                ST
      Shipping & Transport Pte. Ltd.

              	
                Hull
      No. 2143

              	
                Republic
      of the Marshall Islands

              
	
                Turneville
      Navigation Inc.

              	
                ST
      Shipping & Transport Pte. Ltd.

              	
                Hull
      No. 2198

              	
                Republic
      of the Marshall Islands

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
4

       

      CONDITIONS
PRECEDENT

       

      Part 1 – Initial conditions
precedent

       

      
        	
                1.  

              	
                Certified
      copies of the certificate of incorporation and articles of incorporation
      and bylaws or equivalent constitutional documents of each Obligor
      (excluding each Approved Technical Manager that does not belong to the
      Group).

              


      

       

      
        	
                2.  

              	
                A
      certificate of good standing for each Obligor (excluding each Approved
      Technical Manager that does not belong to the Group) or other evidence
      that each Obligor (excluding each Approved Technical Manager that does not
      belong to the Group) is in good standing in its country of
      incorporation.

              


      

       

      
        	
                3.  

              	
                A
      certificate in respect of each Obligor (excluding each Approved Technical
      Manager that does not belong to the Group), signed by the secretary or a
      director of that Obligor, stating:

              


      

       

      
        	
                3.1  

              	
                its
      officers and directors;

              


      

       

      
        	
                3.2  

              	
                the
      names and shareholdings of its shareholders (except in the case of the
      Corporate Guarantor);

              


      

       

      
        	
                3.3  

              	
                that
      no licences, authorisations, approvals or consents are required by that
      Obligor in connection with the execution, delivery, performance, validity
      and enforceability of the Finance Documents and Transaction Documents to
      which it is (or is to become) a party or, if any such licences,
      authorisations, approvals or consents are required by it, attaching
      certified copies of the same.

              


      

       

      
        	
                4.  

              	
                Certified
      copies of resolutions duly passed by the directors and (if required by the
      Agent) the shareholders of each Obligor (excluding each Approved Technical
      Manager that does not belong to the Group) evidencing approval of the
      transactions contemplated by this Agreement, the other Finance Documents
      and the Transaction Documents and authorising the execution of the
      same.

              


      

       

      
        	
                5.  

              	
                The
      original of any power of attorney issued by each Obligor (excluding each
      Approved Technical Manager that does not belong to the Group) in favour of
      any person or persons executing this Agreement and the other Finance
      Documents.

              


      

       

      
        	
                6.  

              	
                Such
      certificates and documents as any Bank may reasonably require in order to
      comply with the money laundering prevention procedures applicable to it,
      including documentation evidencing the ownership structure in respect of
      each Vessel, which is satisfactory to the
Agent.

              


      

       

      
        	
                7.  

              	
                Originals
      of the following documents:

              


      

       

      
        	
                7.1  

              	
                this
      Agreement executed by the
Borrowers;

              


      

       

      
        	
                7.2  

              	
                the
      Fee Letter executed by the
Borrowers;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                7.3  

              	
                the
      Guarantee executed by the Corporate
Guarantor;

              


      

       

      together
with all documents, instruments, notices and acknowledgements required to be
delivered under such Finance Documents on or before the relevant Drawdown Date
duly executed by the relevant parties.

       

      
        	
                8.  

              	
                Evidence
      satisfactory to the Agent in all respects of compliance by each Borrower
      with the requirements of Clause ‎15.3
      of this Agreement, including a certified copy of each relevant charter
      agreement, as required by the
Agent.

              


      

       

      
        	
                9.  

              	
                Favourable
      legal opinions from the legal advisers to the Agent in each relevant
      jurisdiction in respect of the relevant Obligors (or any of them)
      (excluding each Approved Technical Manager that does not belong to the
      Group) and the relevant Finance Documents (or any of them) in form
      satisfactory to the Agent or confirmation satisfactory to the Agent that
      such opinions will be given.

              


      

       

      Part 2 - Documents and
evidence to be received on or before the Delivery Date of a
Vessel

       

      
        	
                1.  

              	
                In
      respect of the documents delivered by the executed by the Borrowers to the
      Agent pursuant to part 1 of this Schedule 4, such updating documents as
      the Agent may require.

              


      

       

      
        	
                2.  

              	
                Originals
      of the following Security Documents in respect of the Vessel to which the
      Tranche relates (the "relevant
      Vessel"):

              


      

       

      
        	
                2.1  

              	
                the
      Master Agreement executed by either Borrower or the Borrowers, as required
      by the Swap Bank;

              


      

       

      
        	
                2.2  

              	
                the
      Mortgage executed by the relevant
Borrower;

              


      

       

      
        	
                2.3  

              	
                the
      General Assignment executed by the relevant Borrower;
  and

              


      

       

      
        	
                2.4  

              	
                the
      Accounts Security executed by the relevant
  Borrower,

              


      

       

      together
with all documents, instruments, notices and acknowledgements required to be
delivered under such Security Documents on or before the relevant Drawdown Date
duly executed by the relevant parties.

       

      
        	
                3.  

              	
                The
      following documents and evidence relating to the delivery of the relevant
      Vessel under the relevant MOA:

              


      

       

      
        	
                3.1  

              	
                certified
      copies of the bill of sale (Shipyard to Seller), builder's certificate,
      declaration of warranty and commercial invoice issued by the
      Shipyard;

              


      

       

      
        	
                3.2  

              	
                a
      certified copy of a protocol of delivery and acceptance for the relevant
      Vessel executed on behalf of the Shipyard and the
  Seller;

              


      

       

      
        	
                3.3  

              	
                a
      certified copy of the bill of sale (Seller to relevant Borrower) and of a
      protocol of delivery and acceptance for the relevant Vessel executed on
      behalf of the Seller and the relevant
Borrower.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                4.  

              	
                Evidence
      that the Mortgage on the relevant Vessel has been registered or is capable
      of immediate registration with first priority against that Vessel at the
      relevant ship registry in the Approved Flag
  State.

              


      

       

      
        	
                5.  

              	
                Evidence
      that the Accounts in respect of the relevant Vessel have been duly
      opened.

              


      

       

      
        	
                6.  

              	
                Such
      evidence as the Agent may require that a Borrower or the Borrowers (as may
      be required by the Swap Bank) have entered into a swap or other hedging
      transaction, including collar, with the Swap Bank to hedge the Borrowers'
      floating interest rate exposure by fixing the Interest Rate relating to at
      least 50% of the Loan outstanding for the duration of the period from the
      first Drawdown Date to the end of the Security Period in accordance with
      Clauses ‎6.14
      and ‎12.2.10.

              


      

       

      
        	
                7.  

              	
                Such
      evidence as the Agent may require that at least 30 days before the
      Delivery Date of the relevant Vessel the relevant Borrower has deposited
      in its Retention Account or in another account opened or to be opened by
      that Borrower with the Agent, as the Agent may require, an amount equal to
      the lesser of (i) $13,275,000; and (ii) 25% of the Appraised Market Value
      of the relevant Vessel less
$600,000.

              


      

       

      
        	
                8.  

              	
                The
      following documents relating to the management of the relevant
      Vessel:

              


      

       

      
        	
                8.1  

              	
                a
      certified copy of the Approved Management
  Agreements;

              


      

       

      
        	
                8.2  

              	
                an
      original of each Approved Manager's Undertaking and an original of the
      corresponding notice of assignment and acknowledgment to the Approved
      Manager's Undertaking;

              


      

       

      
        	
                8.3  

              	
                such
      evidence as the Agent may reasonably require as to the due execution of
      each Approved Manager's Undertaking by the relevant Approved Technical
      Manager.

              


      

       

      
        	
                9.  

              	
                Such
      evidence as the Agent may require that the relevant Vessel is registered
      in the sole name of the relevant Borrower under the laws and flag of the
      Approved Flag State free from all Encumbrances except for Permitted
      Encumbrances.

              


      

       

      
        	
                10.  

              	
                A
      certificate of class maintained in respect of the relevant Vessel
      confirming that she is classed with the highest class applicable to
      vessels of her age, type and specifications with the Classification
      Society free of overdue recommendations and
  conditions.

              


      

       

      
        	
                11.  

              	
                Evidence
      that the relevant Vessel is insured in the manner required by the Finance
      Documents, that letters of undertaking will be issued in the manner
      required by the Finance Documents and that all other requirements of the
      Finance Documents in respect of the Insurances and the noting of the
      Security Trustee's interest thereon have been complied
    with.

              


      

       

      
        	
                12.  

              	
                If
      required by the Agent, an opinion from the Agent's insurance advisers on
      the Insurances of the relevant Vessel satisfactory in all respects to the
      Agent.

              


      

       

      
        	
                13.  

              	
                Evidence
      satisfactory to the Agent in all respects of compliance by the relevant
      Borrower, the Approved Technical Manager(s) and the relevant Vessel with
      the requirements of the ISM Code, the ISPS Code and Chapter XI-2 of the
      Safety of Life at Sea Convention 1974
(SOLAS).

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                14.  

              	
                Either
      a certified copy of each Applicable Charter relating to the relevant
      Vessel or evidence satisfactory to the Agent that the relevant Vessel is
      not employed at that time under an Applicable
  Charter.

              


      

       

      
        	
                15.  

              	
                Favourable
      legal opinions from the legal advisers to the Agent in each relevant
      jurisdiction in respect of the relevant Obligors (or any of them)
      (excluding each Approved Technical Manager that does not belong to the
      Group) and the relevant Finance Documents (or any of them) in form
      satisfactory to the Agent or confirmation satisfactory to the Agent that
      such opinions will be given.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
5

       

      FORM
OF TRANSFER CERTIFICATE

       

      TRANSFER
CERTIFICATE

       

      The
Transferor Lender and the Transferee Lender accept exclusive responsibility for
ensuring that this Transfer Certificate and the transaction to which it relates
comply with all legal and regulatory requirements applicable to them
respectively.

       

      
        	
                To:

              	
                Lloyds
      TSB Bank plc, as agent on its own behalf and for and on behalf of the
      Obligors and Banks defined in the Agreement referred to
    below:

              


      

       

      
        	
                1.  

              	
                This
      Transfer Certificate relates to a loan agreement (the "Loan Agreement")
      dated [●] 2008 and made between (1) Lemannville Navigation Inc. and
      Turneville Navigation Inc. as joint and several borrowers (the "Borrowers"), (2) the
      banks and financial institutions defined therein as lenders (the
      "Lenders") and (3) Lloyds TSB Bank plc, as swap bank, agent and security
      trustee (as the same may from time to time be amended or
      varied).

              


      

       

      
        	
                2.  

              	
                Terms
      defined in the Loan Agreement shall, unless otherwise defined herein, have
      the same meanings when used in this Transfer
  Certificate.

              


      

       

      
        	
                3.  

              	
                In
      this Certificate:

              


      

       

      "Relevant Party" means each
Obligor and each Bank;

       

      "Transferor Lender" means [full
name] of [lending office]; and

       

      "Transferee Lender" means [full name] of
[lending office].

       

      
        	
                4.  

              	
                The
      Transferor Lender as beneficial owner hereby transfers to the Transferee
      Lender absolutely in accordance with Clause ‎25
      (Assignment, Transfer
      and Release) of the Loan Agreement all its rights and benefit
      (present, future or contingent) under the Loan Agreement and the other
      Finance Documents to the extent of [●]% of the Transferor Lender's
      Contribution outstanding, details of which are set out
    below:

              


      

       

      
        	
                Transferor Lender's
      Contribution

              	
                Amount to be Transferred

              
	 
      	 
      


      

      


       

      
        	
                5.  

              	
                By
      virtue of this Transfer Certificate and Clause ‎25
      (Assignment, Transfer
      and Release) of the Loan Agreement the Transferor Lender is
      discharged [entirely from its Commitment][from [●]% of its
      Commitment].

              


      

       

      
        	
                6.  

              	
                The
      Transferee Lender hereby requests the Agent and the other Banks to accept
      the executed copies of this Transfer Certificate as being delivered
      pursuant to and for the purposes of Clause ‎25
      (Assignment, Transfer
      and Release) of the Loan Agreement so as to take effect in
      accordance with the terms thereof on
[●].

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                7.  

              	
                The
      Transferee Lender:

              


      

       

      
        	
                7.1  

              	
                confirms
      that it has received copies of the Loan Agreement and the other Finance
      Documents together with such other documents and information as it has
      required in connection with the transaction contemplated
      thereby;

              


      

       

      
        	
                7.2  

              	
                confirms
      that it has not relied and will not hereafter rely on the Transferor
      Lender, any other Lender, the Swap Bank, the Agent or the Security Trustee
      to check or enquire on its behalf into the legality, validity,
      effectiveness, adequacy, accuracy or completeness of the Loan Agreement,
      any of the other Finance Documents or any such other documents or
      information;

              


      

       

      
        	
                7.3  

              	
                agrees
      that it has not relied and will not rely on the Transferor Lender, any
      other Lender, the Swap Bank, the Agent or the Security Trustee to assess
      or keep under review on its behalf the financial condition,
      creditworthiness, condition, affairs, status or nature of the Borrowers or
      any other party to the Loan Agreement or any of the other Finance
      Documents (save as otherwise expressly provided
  therein);

              


      

       

      
        	
                7.4  

              	
                warrants
      to the Transferor Lender and each Relevant Party that it has power and
      authority to become a party to the Loan Agreement and has taken all
      necessary action to authorise execution of this Transfer Certificate and
      to obtain all necessary approvals and consents to the assumption of its
      obligations under the Loan Agreement and the other Finance
      Documents;

              


      

       

      
        	
                7.5  

              	
                if
      not already a Lender, appoints the Agent to act as its agent as provided
      in the Loan Agreement and the other Finance Documents and agrees to be
      bound by the terms thereof; and

              


      

       

      
        	
                7.6  

              	
                confirms
      the accuracy of the administrative details set out in the Schedule to this
      Transfer Certificate.

              


      

       

      
        	
                8.  

              	
                The
      Transferor Lender:

              


      

       

      
        	
                8.1  

              	
                warrants
      to the Transferee Lender and each Relevant Party that it has full power to
      enter into this Transfer Certificate and has taken all corporate action
      necessary to authorise it to do so;
and

              


      

       

      
        	
                8.2  

              	
                undertakes
      with the Transferee Lender that it will, at its own expense, execute any
      documents which the Transferee Lender reasonably requests for perfecting
      in any relevant jurisdiction the Transferee Lender's title under this
      Transfer Certificate or for a similar
purpose.

              


      

       

      
        	
                9.  

              	
                The
      Transferee Lender hereby undertakes with the Transferor Lender and each
      Relevant Party that it will perform all those obligations which by the
      terms of the Loan Agreement will be assumed by it after this Transfer
      Certificate takes effect.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                10.  

              	
                If
      this Transfer Certificate takes effect during an Interest Period, the
      Agent shall make all payments which would have become due to the
      Transferor Lender under the Loan Agreement during that Interest Period if
      no such transfer had been effected to the Transferor Lender and the
      Transferee Lender according to the percentages of the Transferor Lender's
      Contribution and Commitment transferred and retained pursuant to Clauses 4
      and 5 of this Transfer Certificate, and the Transferor Lender and the
      Transferee Lender shall be responsible for paying to each other pro rata
      all amounts (if any) due to them from each other for that Interest
      Period.  On and from the commencement of the immediately
      succeeding Interest Period, the Agent shall make all payments due under
      the Loan Agreement for the account of the Transferor Lender to the
      Transferor Lender and shall make all payments due under the Loan Agreement
      for the account of the Transferee Lender to the Transferee
      Lender.  This provision is for administrative convenience only
      and shall not affect the rights of the Transferor Lender and the
      Transferee Lender under the Loan
Agreement.

              


      

       

      
        	
                11.  

              	
                None
      of the Transferor Lender, any other Lender, the Swap Bank, the Agent or
      the Security Trustee:

              


      

       

      
        	
                11.1  

              	
                makes
      any representation or warranty nor assumes any responsibility with respect
      to the legality, validity, effectiveness, adequacy or enforceability of
      the Loan Agreement or any of the other Finance Documents or any other
      document relating thereto;

              


      

       

      
        	
                11.2  

              	
                assumes
      any responsibility for the financial condition of the Borrowers or any
      other party to the Loan Agreement or any of the other Finance Documents or
      any other document relating thereto or for the performance and observance
      thereof by (save as otherwise expressly provided therein) and any and all
      such conditions and warranties, whether expressed or implied by law or
      otherwise, are hereby excluded (except as
  aforesaid).

              


      

       

      
        	
                12.  

              	
                The
      Transferor Lender and the Transferee Lender undertake that they will on
      demand fully indemnify the Agent and the Security Trustee in respect of
      any claim, proceeding, liability or expense which relates to or results
      from this Transfer Certificate or any matter connected with or arising out
      of it unless caused by the Agent's or Security Trustee's gross negligence
      or wilful misconduct, as the case may
be.

              


      

       

      
        	
                13.  

              	
                The
      agreements and undertaking of the Transferee Lender in this Transfer
      Certificate are given to and for the benefit of and made with each of the
      Relevant Parties.

              


      

       

      
        	
                14.  

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

              


      

       

      Transferor
Lender

       

      By:
[●]

       

      Dated:
[●]

       

      Transferee
Lender

       

      By:
[●]

       

      Dated:
[●]

       

      Agent (for and on behalf of
itself and for every other Relevant Party)

       

      By:
[●]

       

      Dated:
[●]

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule

       

      ADMINISTRATIVE DETAILS OF
TRANSFEREE LENDER

       

      Name
of Transferee Lender:

       

      Lending
Office:

       

      Contact
Person:

       

      (Loan
Administration Department):

       

      Telephone:

       

      Fax:

       

      Contact
Person:

       

      (Credit
Administration Department):

       

      Telephone:

       

      Fax:

       

      Account
for Payments:

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
6

       

      MANDATORY
COST FORMULA

       

      
        	
                1.  

              	
                The
      Mandatory Cost is an addition to the interest rate to compensate Lenders
      for the cost of compliance with (a) the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central
Bank.

              


      

       

      
        	
                2.  

              	
                On
      the first day of each Interest Period (or as soon as possible thereafter)
      the Agent shall calculate, as a percentage rate, a rate (the "Additional Cost Rate")
      for each Lender, in accordance with the paragraphs set out
      below.  The Mandatory Cost will be calculated by the Agent as a
      weighted average of the Lenders' Additional Cost Rates (weighted in
      proportion to the percentage participation of each Lender in the Loan) and
      will be expressed as a percentage rate per
  annum.

              


      

       

      
        	
                3.  

              	
                The
      Additional Cost Rate for any Lender lending from a lending office in a
      Participating Member State will be the percentage notified by that Lender
      to the Agent.  This percentage will be certified by that Lender
      in its notice to the Agent to be its reasonable determination of the cost
      (expressed as a percentage of that Lender's participation in all Loans
      made from that lending office) of complying with the minimum reserve
      requirements of the European Central Bank in respect of loans made from
      that lending office.

              


      

       

      
        	
                4.  

              	
                The
      Additional Cost Rate for any Lender lending from a lending office in the
      United Kingdom will be calculated by the Agent as
  follows:

              


      

       

       per cent.
per annum.

       

      Where:

       

      
        	
                 
      

              	
                E

              	
                is
      designed to compensate Lenders for amounts payable under the Fees Rules
      and is calculated by the Agent as being the average of the most recent
      rates of charge supplied by the Lenders to the Agent pursuant to paragraph
      7 below and expressed in pounds per
£1,000,000.

              


      

       

      
        	
                5.  

              	
                For
      the purposes of this Schedule:

              


      

       

      
        	
                5.1  

              	
                "Eligible Liabilities"
      and "Special
      Deposits" have the meanings given to them from time to time under
      or pursuant to the Bank of England Act 1998 or (as may be appropriate) by
      the Bank of England;

              


      

       

      
        	
                5.2  

              	
                "Fees Rules" means the
      rules on periodic fees contained in the FSA Supervision Manual or such
      other law or regulation as may be in force from time to time in respect of
      the payment of fees for the acceptance of
  deposits;

              


      

       

      
        	
                5.3  

              	
                "Fee Tariffs" means the
      fee tariffs specified in the Fees Rules under the activity group A.1
      Deposit acceptors (ignoring any minimum fee or zero rated fee required
      pursuant to the Fees Rules but taking into account any applicable discount
      rate);

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                5.4  

              	
                "Participating Member
      State" means any member state of the European Union that adopts or
      has adopted the euro as its lawful currency in accordance with legislation
      of the European Union relating to European Monetary Union;
    and

              


      

       

      
        	
                5.5  

              	
                "Tariff Base" has the
      meaning given to it in, and will be calculated in accordance with, the
      Fees Rules.

              


      

       

      
        	
                6.  

              	
                If
      requested by the Agent, each Reference Bank shall, as soon as practicable
      after publication by the Financial Services Authority, supply to the
      Agent, the rate of charge payable by that Reference Bank to the Financial
      Services Authority pursuant to the Fees Rules in respect of the relevant
      financial year of the Financial Services Authority (calculated for this
      purpose by that Reference Bank as being the average of the Fee Tariffs
      applicable to that Reference Bank for that financial year) and expressed
      in pounds per £1,000,000 of the Tariff Base of that Reference
      Bank.

              


      

       

      
        	
                7.  

              	
                Each
      Lender shall supply any information required by the Agent for the purpose
      of calculating its Additional Cost Rate.  In particular, but
      without limitation, each Lender shall supply the following information in
      writing on or prior to the date on which it becomes a
    Lender:

              


      

       

      
        	
                7.1  

              	
                the
      jurisdiction of its lending office;
and

              


      

       

      
        	
                7.2  

              	
                any
      other information that the Agent may reasonably require for such
      purpose.

              


      

       

      Each
Lender shall promptly notify the Agent in writing of any change to the
information provided by it pursuant to this paragraph.

       

      
        	
                8.  

              	
                The
      rates of charge of each Lender for the purpose of E above shall be
      determined by the Agent based upon the information supplied to it pursuant
      to paragraph 6 above and on the assumption that, unless a Lender notifies
      the Agent to the contrary, each Lender's obligations in relation to cash
      ratio deposits and Special Deposits are the same as those of a typical
      bank from its jurisdiction of incorporation with a lending office in the
      same jurisdiction as its lending
office.

              


      

       

      
        	
                9.  

              	
                The
      Agent shall have no liability to any person if such determination results
      in an Additional Cost Rate which over or under compensates any Lender and
      shall be entitled to assume that the information provided by any Lender
      pursuant to paragraphs 3, 6 and 7 above is true and correct in all
      respects.

              


      

       

      
        	
                10.  

              	
                The
      Agent shall distribute the additional amounts received as a result of the
      Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for
      each Lender based on the information provided by each Lender pursuant to
      paragraphs 3, 6 and 7 above.

              


      

       

      
        	
                11.  

              	
                Any
      determination by the Agent pursuant to this Schedule in relation to a
      formula, the Mandatory Cost, an Additional Cost Rate or any amount payable
      to a Lender shall, in the absence of manifest error, be conclusive and
      binding on all parties.

              


      

       

      
        	
                12.  

              	
                The
      Agent may from time to time, after consultation with the Borrowers and the
      Lenders, determine and notify to all parties any amendments which are
      required to be made to this Schedule in order to comply with any change in
      law, regulation or any requirements from time to time imposed by the
      Financial Services Authority or the European Central Bank (or, in any
      case, any other authority which replaces all or any of its functions) and
      any such determination shall, in the absence of manifest error, be
      conclusive and binding on all
parties.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXECUTION
PAGES

       

      THE
BORROWERS

       

      
        	
              	 
      	 
      
	 
      	 
      	 
      
	
                SIGNED

              	
                )

              	 
      
	
                By

              	
                )

              	 
      
	
                duly
      authorised for and on behalf of

              	
                )

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

              
	
                LEMANNVILLE
      NAVIGATION INC.

              	
                )

              	 
      
	
                as
      Borrower

              	
                )

              	 
      
	
                in
      the presence of:

              	
                )

              	 
      


         

      

      Signature:

       

      Name:

       

      Occupation:

       

      Address:

       

      

        
          	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  SIGNED

                	
                  )

                	 
      
	
                  By

                	
                  )

                	 
      
	
                  duly
      authorised for and on behalf of

                	
                  )

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

                
	
                  TURNEVILLE
      NAVIGATION INC.

                	
                  )

                	 
      
	
                  as
      Borrower

                	
                  )

                	 
      
	
                  in
      the presence of:

                	
                  )

                	 
      


        

      

       

      Signature:

       

      Name:

       

      Occupation:

       

      Address:

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THE
BANKS

       

      
        
          	
                	 
      	 
      
	 
      	 
      	 
      
	
                  SIGNED for and on behalf of

                	
                  )

                	 
      
	
                  LLOYDS
      TSB BANK PLC

                	
                  )

                	 
      
	
                  as
      Swap Bank, Original Lender, 

                	
                  )

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

                
	
                  Agent
      and Security Trustee

                	
                  )

                	 
      
	
                  by

                	
                  )

                	 
      
	
                  its
      authorised signatory

                	
                  )

                	 
      
	in
      the presence of: 	) 	 


        

         

         

      

      Signature:

       

      Name:

       

      Occupation:

       

      Address:

       

       

       

      SK 23286 0002
890393