d889268_ex4-9.htm


    


      
        	 
      	
                EXHIBIT
      4.9

              
	 
      	 
      
	 
      
	 
      
	 
      
	
                Dated 27 March
      2008

              
	 
      
	 
      
	 
      
	
                Junior
      Secured Loan Agreement

              
	
                for
      a loan of up to

              
	
                US$42,500,000

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                to

              
	
                OMEGA
      NAVIGATION ENTERPRISES, INC.

              
	 
      	 
      
	
                provided
      by the

              
	
                banks
      and financial institutions

              
	
                listed
      in Schedule 1

              
	 
      	 
      
	 
      
	
                Swap
      Banks

              
	
                THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., New York Branch

              
	
                -and-

              
	
                NIBC
      BANK N.V.

              
	 
      
	
                Agent

              
	
                NIBC
      BANK N.V.

              
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

Contents

    


    
      	
              Clause

            	 
      	
              Page

            
	 
      	 
      	 
      
	
              1

            	
              Purpose
      and definitions

            	
              2

            
	 
      	 
      	 
      
	
              2

            	
              The
      Facility

            	
              19

            
	 
      	 
      	 
      
	
              3

            	
              Interest
      and Interest Periods

            	
              20

            
	 
      	 
      	 
      
	
              4

            	
              Repayment,
      prepayment and reborrowing

            	
              22

            
	 
      	 
      	 
      
	
              5

            	
              Commitment
      commission, fees and expenses

            	
              26

            
	 
      	 
      	 
      
	
              6

            	
              Payments
      and taxes; accounts and calculations

            	
              27

            
	 
      	 
      	 
      
	
              7

            	
              Representations
      and warranties

            	
              28

            
	 
      	 
      	 
      
	
              8

            	
              Undertakings

            	
              33

            
	 
      	 
      	 
      
	
              9

            	
              Conditions

            	
              43

            
	 
      	 
      	 
      
	
              10

            	
              Events
      of Default

            	
              44

            
	 
      	 
      	 
      
	
              11

            	
              Indemnities

            	
              48

            
	 
      	 
      	 
      
	
              12

            	
              Unlawfulness
      and increased costs

            	
              49

            
	 
      	 
      	 
      
	
              13

            	
              Application
      of Moneys, Security, set off and pro-rata payments

            	
              51

            
	 
      	 
      	 
      
	
              14

            	
              Earnings
      Accounts

            	
              53

            
	 
      	 
      	 
      
	
              15

            	
              Assignment,
      substitution and lending office

            	
              56

            
	 
      	 
      	 
      
	
              16

            	
              Agent

            	
              58

            
	 
      	 
      	 
      
	
              17

            	
              Notices
      and other matters

            	
              58

            
	 
      	 
      	 
      
	
              18

            	
              Governing
      law and jurisdiction

            	
              60

            
	 
      	 
      	 
      
	
              Schedule
      1

            	
              The
      Banks and the Swap Banks

            	
              61

            
	 
      	 
      	 
      
	 
      	
              Part
      1 - Commitment

            	
              61

            
	 
      	 
      	 
      
	 
      	
              Part
      2 – The Swap Bank

            	
              61

            
	 
      	 
      	 
      
	
              Schedule
      2

            	
              Ships

            	
              62

            
	 
      	 
      	 
      
	 
      	
              Part
      1 - Initial Ships

            	
              62

            
	 
      	 
      	 
      
	
              Schedule
      3

            	
              Form
      of Drawdown Notice

            	
              65

            
	 
      	 
      	 
      
	
              Schedule
      4

            	 
      	
              66

            
	 
      	 
      	 
      
	
              Schedule
      5

            	
              Form
      of Substitution Certificate

            	
              73

            
	 
      	 
      	 
      
	
              Schedule
      6

            	
              Compliance
      Certificate

            	
              77

            
	 
      	 
      	 
      
	
              Schedule
      7

            	
              Calculation
      of Additional Cost

            	
              79

            


    

    



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    THIS AGREEMENT is dated 27
March 2008 and made BETWEEN:

     

    
      	
              (1)

            	
              OMEGA NAVIGATION ENTERPRISES,
      INC. as Borrower;

            


    

     

    
      	
              (2)

            	
              the
      banks and financial institutions whose names and addresses are set out in
      Schedule 1, Part 1 as Banks;

            


    

     

    
      	
              (3)

            	
              THE BANK OF TOKYO-MITSUBISHI
      UFJ, LTD., New York Branch and NIBC BANK N.V. in their
      capacities as Swap Banks; and

            


    

     

    
      	
              (4)

            	
              NIBC BANK N.V. in its
      capacity as Agent, security agent and
trustee.

            


    

     

    IT IS AGREED as
follows:

    
       

      
        	
                1

              	
                Purpose and
      definitions

              


      

       

    

    
      	
              1.1

            	
              Purpose

            


    

     

    
      	
               
      

            	
              This
      Agreement sets out the terms and conditions upon and subject to which the
      Banks agree, according to their several obligations, to make available to
      the Borrower a loan facility of the lesser of: (i) Forty Two million Five
      hundred thousand Dollars ($42,500,000), (ii) nine per cent (9%) of the
      Fleet Market Value on the Drawdown Date and (iii) an amount which when
      aggregated with the amount of the First Loan does not exceed seventy per
      cent (70%) of the Fleet Market Value on the Drawdown Date, for the purpose
      of (a) assisting the Borrower in prepaying part of the First Loan
      presently secured on, inter alia, the Ships
      pursuant to the First Loan Agreement and (b) providing the Borrower with
      working capital.

            


    

     

    
      	
              1.2

            	
              Definitions

            


    

     

    In this
Agreement, unless the context otherwise requires:

     

    “Account Bank” means (i) in
respect of the Earnings Accounts, HSH Nordbank AG acting through its office at
Gerhart-Hauptmann-Platz 50, 20095 Hamburg, Germany and includes its successors
in title and (ii) in respect of the Retention Account, NIBC Bank N.V. acting
through its office at Carnegieplein 4, 2517 KJ, The Hague, The Netherlands and
"Account Banks" means
both of them;

     

    “Accounts” means the Earnings
Accounts and the Retention Account and “Account” means any of
them;

     

    “Accounts Pledges” means
together the second priority pledges (subject only to the prior rights of the
First Loan Finance Parties under the First Account Pledges) of the Earnings
Accounts and the first priority pledge of the Retention Account executed or (as
the context may require) to be executed by each Owner or the Borrower as
appropriate in favour of the Finance Parties or the Agent (as the case may be)
in respect of each Earnings Account and the Retention Account in the agreed form
and “Account Pledge”
means any of them;

     

    “Additional Cost” means in
relation to any period a percentage calculated for such period at an annual rate
determined by the application of the formula in Schedule 7;

     

    “Agency Agreement” means the
agency agreement executed or (as the context may require) to be executed between
the Borrower, the Agent, the Swap Banks and the Banks in the agreed
form;

     

    “Agent” means NIBC BANK N.V.
acting through its office at Carnegieplein 4, 2517 KJ, The Hague, The
Netherlands or such other company or person as may be appointed agent,
security

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    agent
and trustee for the Banks and the Swap Banks pursuant to the Agency Agreement
and includes its successors and assigns;

     

    “Approved Brokers” means,
together, Arrow Sale & Purchase (UK) Ltd, R.S. Platou Shipbrokers A.S. of
Oslo, Norway, H. Clarksons & Co Ltd. of London, England of Piraeus, Greece
and Fearnleys A/S of Oslo, Norway and “Approved Broker” means any of
them;

     

    "Approved Managers" means,
together, the Commercial Manager and the Technical Managers and "Approved Manager" means any of
them;

     

    “Assignee” has the meaning
ascribed thereto in clause 15.3;

     

    “Assignment of Intra-Group Loan
Agreements” means the second priority assignment (subject only to the
prior rights of the First Loan Agent under the First Assignment of Intra-Group
Loan Agreements) executed or (as the context may require) to be executed by the
Borrower in favour of the Agent (as security agent and trustee on behalf of the
Finance Parties) in the agreed form;

     

    “Banking Day” means a day on
which dealings in deposits in Dollars are carried on in the London Interbank
Eurocurrency Market and (other than Saturday or Sunday) on which banks are open
for general business in London, Athens, Boston, The Hague and New York City (or
any other relevant place of payment under clause 6);

     

    “Banks” mean the banks and
financial institutions listed in Schedule 1 and include their respective
successors in title, Assignees and transferees and “Bank” means any or all of
them;

     

    “Borrowed Money” means
Indebtedness in respect of (i) money borrowed or raised and debit balances at
banks, (ii) any bond, note, loan stock, debenture or similar debt instrument,
(iii) acceptance or documentary credit facilities, (iv) receivables sold or
discounted (otherwise than on a non-recourse basis), (v) deferred payments for
assets or services acquired, (vi) finance leases and hire purchase contracts,
(vii) swaps, forward exchange contracts, futures and other derivatives, (viii)
any other transaction (including without limitation forward sale or purchase
agreements) having the commercial effect of a borrowing or raising of money or
of any of (ii) to (vii) above and (ix) guarantees in respect of Indebtedness of
any person falling within any of (i) to (viii) above;

     

    “Borrower” means Omega
Navigation Enterprises, Inc. of Trust Company Complex, Ajeltake Road, Ajeltake
Islands, Majuro MH 96960, Marshall Islands and includes its successors in
title;

     

    “Borrower’s Group” means the
Borrower and its Related Companies;

     

    “Borrower’s Security Documents”
means, at any relevant time, such of the Security Documents as shall have been
executed by the Borrower at such time;

     

    “Cash” has the meaning given to
that term in clause 8.5;

     

    “Cash Equivalent Investment”
has the meaning given to that term in clause 8.5;

     

    “Charter” means, in relation
to:

     

    
      	
               
      

            	
              (i)

            	
              the
      Emmanuel Ship: the time charterparty dated 1 March 2007 entered into
      between the Emmanuel Owner and the relevant Charterer to be guaranteed by
      the Charter Guarantor upon the terms and conditions acceptable to the
      Agent as amended by the addendum no. 1 dated 4 May 2007 as the same may be
      further amended, varied or supplemented with the Agent’s prior written
      consent;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              the
      Theodore Ship: the time charterparty dated 1 March 2007 entered into
      between the Theodore Owner and the relevant Charterer to be guaranteed by
      the Charter Guarantor upon the terms and conditions acceptable to the
      Agent as amended by the addendum no. 1 dated 30 April 2007 as the same may
      be further amended, varied or supplemented with the Agent’s prior written
      consent;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Prince Ship: the time charterparty dated 11 April 2006 entered into
      between the Prince Owner and the relevant Charterer upon the terms and
      conditions acceptable to the Agent as the same may be amended, varied or
      supplemented with the Agent’s prior written
  consent;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Princess Ship: the time charterparty dated 11 April 2006 entered into
      between the Princess Owner and the relevant Charterer upon the terms and
      conditions acceptable to the Agent as the same may be amended, varied or
      supplemented with the Agent’s prior written
  consent;

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Sarah Ship:  the time charterparty dated 11 April 2006 entered
      into between the Sarah Owner and the relevant Charterer to be guaranteed
      by the Charter Guarantor upon the terms and conditions acceptable to the
      Agent as the same may be amended, varied or supplemented with the Agent’s
      prior written consent;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              the
      Miriam Ship:  the time charterparty dated 11 April 2006 entered
      into between the Miriam Owner and the relevant Charterer to be guaranteed
      by the Charter Guarantor upon the terms and conditions acceptable to the
      Agent as the same may be amended, varied or supplemented with the Agent’s
      prior written consent;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              the
      Queen Ship:  the time charterparty dated 7 April 2006 entered
      into between the Queen Owner and the relevant Charterer upon the terms and
      conditions acceptable to the Agent as the same may be amended, varied or
      supplemented with the Agent’s prior written consent;
  and

            


    

     

    
      	
               
      

            	
              (viii)

            	
              the
      King Ship:  the time charterparty dated 7 April 2006 entered
      into between the King Owner and the relevant Charterer upon the terms and
      conditions acceptable to the Agent as the same may be amended, varied or
      supplemented with the Agent’s prior written
  consent;

            


    

     

    and
“Charters” means all of
them;

     

    “Charter Assignments” means the
second priority (subject only to the prior rights of the First Loan Agent under
the relevant First Charter Assignment) specific assignments of each of the
Charters executed (or as the context may require) to be executed by the relevant
Owner in favour of the Agent as security agent and trustee on behalf of the
Finance Parties in the agreed form and “Charter Assignment” means any
of them;

     

    "Charterer" means, in relation
to:

     

    
      	
               
      

            	
              (i)

            	
              the
      Emmanuel Ship, the Theodore Ship, the Sarah Ship and the Miriam Ship: ST
      Shipping & Transport Pte. Limited of
  Singapore;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Prince Ship and the Princess Ship:  DS Norden A/S of
      Denmark;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Queen Ship and the King Ship:  A/S Dampskibsselskabet Torm of
      Hellerup, Denmark,

            


    

     

    and, in
the plural, means all of them;

     

               
“Charter Guarantor”
means Glencore International AG of Switzerland;

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Classification” means, in
relation to each Ship, the classification set out in Schedule 2 or, in each
case, such other classification as the Agent shall, at the request of the
Borrower, have agreed in writing shall be treated as the Classification in
relation to such Ship for the purposes of the Finance Documents;

     “Classification Society”
means:

     

    
      	
               
      

            	
              (a)

            	
              in
      relation to the Emmanuel Ship and the Theodore Ship:  Lloyd's
      Register of Shipping;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to the Prince Ship, the Princess Ship, the Sarah Ship and the
      Miriam Ship:  American Bureau of Shipping;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      relation to the King Ship and the Queen Ship:  Det Norske
      Veritas,

            


    

     

    or, in
each case, such other classification society, which is a member of the
International Association of classification societies, as approved by the Agent
and which the Agent shall, at the request of the Borrower, have agreed in
writing shall be treated as the Classification Society in relation to a Ship for
the purposes of the Finance Documents;

     

    "Commercial Manager" means, in
relation to each Ship, Omega Management Inc. of Trust Company Complex, Ajeltake
Road, Ajeltake Islands, Majuro MH 96960, Marshall Islands;

     

    “Commitment” means the
aggregate sum of Forty Two million Five hundred thousand Dollars ($42,500,000)
at the date of this Agreement and, in relation to each Bank the amount set out
opposite its name in Part 1 of Schedule 1 or, as the case may be, in any
relevant Substitution Certificate as reduced by any relevant term of this
Agreement;

     

    “Compliance Certificate” means
the compliance certificate issued by the Borrower under clause
8.5.5;

     

    “Compulsory Acquisition” means
requisition for title or other compulsory acquisition, requisition,
appropriation, expropriation, deprivation, forfeiture or confiscation for any
reason of a Ship by any Government Entity or other competent authority, whether
de jure or de facto, but shall exclude
requisition for use or hire not involving requisition of title;

     

    “Contribution” means in
relation to a Bank, the principal amount of the Facility owing to such Bank at
any relevant time;

     

    
      	
               
      

            	
              “Coordination Agreement“
      means a deed, made or to be made by and among (1) the Borrower, (2) the
      Owners, (3) the First Banks, (4) the First Swap Bank, (5) the First Loan
      Arranger and the First Loan Agent (as senior mortgagee), (6) the Banks,
      (7) the Swap Banks and (8) the Agent (as subordinated mortgagee)
      regulating, inter
      alia, their respective rights and powers in relation to the
      enforcement of security and related matters, in such form as the First
      Banks and the Banks shall approve or
require;

            


    

    


    “Debt Service” means, in
respect of any period, the aggregated:

     

    
      	
               
      

            	
              (a)

            	
              Interest
      Payable for such period;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      total amount of the (but not voluntary or mandatory) repayment of the
      Facility made by the Borrower or which fell due during such period;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      total amount of all scheduled (but not voluntary or mandatory) repayments
      of principal under the terms of any other Indebtedness (save for any
      revolving, overdraft or ancillary facility that is available for
      simultaneous re-drawing according to its terms) made by the members of the
      Borrower’s Group or which fell due during such period, including the
      principal

            


    

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              element
      of scheduled rental payments which under GAAP should be treated as a
      finance lease or otherwise capitalised on the books of such person, in
      accordance with such principles;

            


    

     

    “Default” means any Event of
Default or any event or circumstance which with the giving of notice or lapse of
time or the satisfaction of any other condition (or any combination thereof)
would constitute an Event of Default;

     

    “DOC” means a document of
compliance issued to an Operator in accordance with rule 13 of the ISM
Code;

     

    “Dollars” and “$” mean the lawful currency of
the United States of America and in respect of all payments to be made under any
of the Finance Documents mean funds which are for same day settlement in the New
York Clearing House Interbank Payments System (or such other U.S. dollar funds
as may at the relevant time be customary for the settlement of international
banking transactions denominated in U.S. dollars);

     

    “Drawdown Date” means any date,
being a Banking Day falling during the Drawdown Period, on which the Facility
is, or is to be, made;

     

    “Drawdown Notice” means a
notice substantially in the terms of Schedule 3;

     

    “Drawdown Period” means the
period from and including the date of this Agreement and ending on the
Termination Date or, in each case, the period ending on such earlier date (if
any) on which (i) the Facility is equal to the Commitment or (ii) the Commitment
is reduced to zero pursuant to clauses 10.2 or 12;

     

    “Early Termination Date”, in
relation to any continuing Transaction, shall have the meaning given in the
relevant Master Swap Agreement;

    


    “Earnings” means, in relation
to each Ship, all moneys whatsoever from time to time due or payable to the
relevant Owner of such Ship during the Security Period arising out of the use or
operation of such Ship including (but without limiting the generality of the
foregoing) all freight, hire and passage moneys, income arising out of pooling
arrangements, compensation payable to the relevant Owner in the event of
requisition of such Ship for hire, remuneration for salvage or towage services,
demurrage and detention moneys and damages for breach (or payments for variation
or termination) of any charterparty or other contract for the employment of such
Ship and any sums recoverable under any loss of earnings insurance;

     

    “Earnings Accounts” means
interest bearing Dollar accounts of the Owners opened or (as the context may
require) to be opened by the Owners with the relevant Account Bank and includes
any other account designated in writing by such Account Bank to be an Earnings
Account for the purposes of this Agreement and “Earnings Account” means any of
them;

     

    “EBITDA” has the meaning given
to that term in clause 8.5;

     

    "Emmanuel Owner" means Orange
Navigation Inc. a corporation incorporated in Republic of the Marshall Islands,
having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro MH96960, Marshall Islands;

    


    "Emmanuel Ship" means the
product carrier type vessel called "OMEGA EMMANUEL" and registered
on the Liberian flag in the name of the Emmanuel Owner, whose particulars are
set out in Schedule 2;

    


    “Encumbrance” means any
mortgage, charge (whether fixed or floating), pledge, lien, hypothecation,
assignment, trust arrangement or security interest or other encumbrance of
any

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    kind
securing any obligation of any person or any type of preferential arrangement
(including without limitation title transfer and/or retention arrangements
having a similar effect);

     

    “Environmental Claim”
means:

     

    
      	
               
      

            	
              (a)

            	
              any
      and all enforcement, clean-up, removal or other governmental or regulatory
      action or order or claim instituted or made pursuant to any Environmental
      Law or resulting from a Spill; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      claim made by any other person relating to a
  Spill;

            


    

     

    “Environmental Incident” means
any Spill:

     

    
      	
               
      

            	
              (a)

            	
              from
      any Fleet Vessel; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              from
      any other vessel in circumstances
where:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      Fleet Vessel or its owner, operator or manager may be liable for
      Environmental Claims arising from the Spill (other than Environmental
      Claims arising and fully satisfied before the date of this Agreement);
      and/or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      Fleet Vessel may be arrested or attached in connection with any such
      Environmental Claims;

            


    

     

    “Environmental Laws” means all
laws, regulations and conventions concerning pollution or protection of human
health or the environment;

     

    “Event of Default” means any of
the events or circumstances described in clause 10.1;

     

    “Facility” means the loan
facility made or to be made available under this Agreement as described in
clause 2.5 or the principal amount for the time being outstanding
hereunder;

     

    “Fair Market Value” means, in
relation to each Ship, the fair market value of such Ship determined in
accordance with clause 8.2.2;

     

    “Fee Letter” means the letter
of even date herewith executed between the Borrower and the Agent, setting out
the fees to be paid by the Borrower to the Agent on behalf of itself and the
Banks;

     

    “Financial Covenants” means the
Borrower’s financial covenants set out in clause 8.5;

     

    “Finance Documents” means this
Agreement, the Master Swap Agreements, the Agency Agreement, the Coordination
Agreement and the Security Documents;

     

    “Finance Parties” means,
together, the Agent, the Swap Banks and the Banks and “Finance Party” means any of
them;

     

    “Financial Quarter Day” has the
meaning given to that term in clause 8.5;

     

    “Financial Quarter” has the
meaning given to that term in clause 8.5;

     

    “Financial Year” has the
meaning given to that term in clause 8.5;

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    "First Account Pledge" means in
respect of each Earnings Account a first priority pledge of such Earnings
Account executed by the Owner in whose name such Earnings Account has been
opened and "First Account
Pledges" means all of them;

     

    “First Assignment of Intra-Group Loan
Agreements” means the first priority assignment executed or (as the
context may require) to be executed by the Borrower in favour of the First Loan
Agent (as security agent and trustee on behalf of the First Loan Finance
Parties);

     

    
      	
               
      

            	
              “First Banks” means the
      banks and financial institutions listed in Schedule 1 of the First Loan
      Agreement and includes their respective successors and
      assigns;

            


    

    


    
      	
               
      

            	
              “First Charter Assignment”
      means the first priority specific assignment of each relevant Charter
      executed by the relevant Owner in favour of the First Loan Agent as
      security agent and trustee on behalf of the First Loan Finance Parties in
      the agreed form;

            


    

    


    
      	
               
      

            	
              "First General
      Assignment" means where appropriate, in respect of each Ship a
      first priority general assignment collateral to the First Mortgage of such
      Ship executed by each Owner of that Ship in favour of the First Loan Agent
      as agent and security trustee on behalf of the First Loan Finance Parties
      and "First General
      Assignments" means all of
them;

            


    

    


    
      	
               
      

            	
              “First Loan” means the
      loan for the time being drawn and outstanding under the First Loan
      Agreement;

            


    

    


    
      	
               
      

            	
              "First Loan Agency
      Agreement" means the agency agreement executed between the First
      Banks, the First Loan Swap Bank, the First Loan Agent and the First Loan
      Arranger, in such form as the First Banks may approve or
      require;

            


    

    


    
      	
               
      

            	
              “First Loan Agent“ means
      HSH Nordbank AG acting through its office at Gerhart-Hauptmann-Platz 50,
      20095 Hamburg, Federal Republic of Germany; or any successor of it
      appointed under the First Loan Agency
Agreement;

            


    

    


    
      	
               
      

            	
              “First Loan Agreement”
      means a facility agreement dated 7 April 2006 as amended and supplemented
      by a first supplemental deed dated 28 July 2006, a second supplemental
      deed dated 21 March 2007 and by a third supplemental deed dated 27 March
      2008, all made between the Borrower as borrower, the First Loan Agent as
      agent, security agent and trustee, the First Loan Swap Bank as swap bank,
      the First Loan Arranger as arranger and the First Banks as lenders in
      relation to certain loan facilities of up to Two hundred Ninety Five
      million Dollars ($295,000,000) for the purposes and upon the terms
      described therein;

            


    

    


    
      	
               
      

            	
              “First Loan Arranger“
      means HSH Nordbank AG acting through its office at Gerhart-Hauptmann-Platz
      50, 20095 Hamburg, Germany;

            


    

    


    
      	
               
      

            	
              "First Loan Finance
      Parties" means, together, the First Loan Agent, the First Loan Swap
      Bank and the First Banks, the First Loan Arranger and "First Loan
      Finance Party" means any of
      them;

            


    

    


    
      	
               
      

            	
              “First Loan Security
      Documents” shall have the meaning ascribed to “Security Documents”
      in the First Loan Agreement and shall include, without limitation, the
      First Account Pledges, the First General Assignments, the First Mortgages,
      the First Share Charges and the First Assignments of Intra-Group Loan
      Agreements;

            


    

    


    
      	
               
      

            	
              "First Loan Swap Bank"
      means HSH Nordbank AG acting through its office at Martensdamm 6, 24103,
      Kiel, Republic of Germany and any other bank listed in Schedule 1, Part 2
      of the First Loan Agreement;

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              “First Manager’s
      Undertaking” means an undertaking including, where appropriate, an
      assignment of any obligatory Insurances executed by the relevant Approved
      Manager in favour of the Agent as a condition precedent to the approval of
      the appointment of such Approved Manager as manager of a Ship, such
      undertaking being in substantially the agreed form and “Manager’s Undertakings”
      means all of them;

            


    

    


    
      	
               
      

            	
              "First Mortgage" means,
      in relation to each Ship, a first preferred Marshall Islands or Liberian
      (as the case may be) mortgage on such Ship executed by the relevant Owner
      in favour of the First Loan Agent as security agent and trustee on behalf
      of the First Loan Finance Parties and "First Mortgages" means
      all of them;

            


    

    


    
      	
               
      

            	
              "First Share Charge"
      means, in relation to each Owner, the first priority charge of all of the
      issued shares in the capital of such Owner executed or (as the context may
      require) to be executed by the Borrower (or such other direct shareholder
      of the Owner (being a wholly-owned Subsidiary of the Borrower) as the
      First Loan Agent may require) in favour of the First Loan Agent as
      security agent and trustee on behalf of the First Loan Finance Parties to
      be in form and substance acceptable to the First Loan Agent and “First Share Charges”
      means all of them;

            


    

    


    “Flag State” means, in relation
to each Ship, the Marshall Islands or Liberian flag state, as the case may be,
or any other state or territory designated in writing by the Agent, at the
request of the Borrower, as being the “Flag State” of a Ship for the
purposes of the Finance Documents;

     

    “Fleet Book Value” means, at
the end of a Relevant Period, the aggregate book value of the Ships less
depreciation as stated in the most recent financial statements delivered
pursuant to clause 8.1.5;

     

    “Fleet Market Value” means, at
the date of calculation, the aggregate of the Fair Market Values of all of the
Mortgaged Ships as last determined in accordance with clause 8.2.2;

     

    “Fleet Vessel” means a Ship and
any other vessel owned, operated, managed or crewed by any member of the
Borrower’s Group;

     

    “Free Liquid Assets” means, at
any given time, all Cash and Cash Equivalent Investments held by the Borrower’s
Group less an amount equal to the Debt Service due and payable during the
immediately following two Financial Quarters;

     

    “GAAP” means generally accepted
accounting principles in the United States of America and/or
Singapore;

     

    “General Assignments” means,
where appropriate, all of the second priority general assignments (subject only
to the prior rights of the First Loan Agent under the relevant First General
Assignment) collateral to the Mortgages executed or (as the context may require)
to be executed by the Owners in favour of the Agent as security agent and
trustee on behalf of the Finance Parties in substantially the agreed form and
“General Assignment”
means any of them;

     

    “Government Entity” means and
includes (whether having a distinct legal personality or not) any national or
local government authority, board, commission, department, division, organ,
instrumentality, court or agency and any association, organisation or
institution of which any of the foregoing is a member or to whose jurisdiction
any of the foregoing is subject or in whose activities any of the foregoing is a
participant;

     

    “Indebtedness” means any
obligation for the payment or repayment of money, whether as principal or as
surety and whether present or future, actual or contingent;

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    “Insurances” means all policies
and contracts of insurance (which expression includes all entries of each Ship
in a protection and indemnity or war risks association) which are from time to
time during the Security Period in place or taken out or entered into by or for
the benefit of each Owner (whether in the sole name of such Owner, or in the
joint names of the Owner and the Agent (as security agent and trustee for and on
behalf of the Finance Parties) or otherwise) in respect of each Ship and her
Earnings or otherwise howsoever in connection with each Ship and all benefits
thereof (including claims of whatsoever nature and return of
premiums);

     

    “Insurances Undertaking” means, in
relation to each Ship, a letter of undertaking executed or (as the context may
require) to be executed by the Commercial Manager and the Borrower, as
additional insured parties on the Insurances of such Ship, in favour of the
Agent, as security agent and trustee on behalf of the Finance Parties in the
agreed form and “Insurances
Undertakings” means all of them;

     

    “Interest Payable” has the
meaning given to that term in clause 8.5;

     

    “Interest Payment Date” means
the last day of an Interest Period;

     

    “Interest Period” means, in
relation to the Facility, each period for the calculation of interest
ascertained in accordance with clauses 3.2 and 3.3;

     

    “Intra-Group Loan Agreements”
means the loan agreements in a form and substance acceptable to the Agent
executed by the Borrower and each Owner relating to the intra-group loan made
available by the Borrower to each Owner to enable each such Owner to finance the
acquisition and/or refinancing of the relevant Ship and “Intra-Group Loan Agreement”
means any of them;

     

    “ISM Code” means the
International Safety Management Code for the Safe Operation of Ships and for
Pollution Prevention constituted pursuant to Resolution A. 741(18) of the
International Maritime Organisation and incorporated into the Safety of Life at
Sea Convention and includes any amendments or extensions thereto and any
regulation issued pursuant thereto;

     

    “ISPS Code” means the
International Ship and Port Facility Security Code constituted pursuant to
Resolution A. 924(22) of the International Maritime Organisation and
incorporated into the Safety of Life at Sea Convention and includes any
amendments or extensions thereto and any regulation issued pursuant
thereto;

     

    “ISSC” means an International
Ship Security Certificate issued in respect of a Ship under the provisions of
the ISPS Code;

     

    "King Owner" means Fulton
Navigation Inc. a corporation incorporated in the Republic of the Marshall
Islands, having its registered office at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro MH96960, Marshall Islands;

    


    "King Ship" means the oil
tanker type vessel called "OMEGA KING” (ex "EVERALD
SCHULTE") and registered on the Marshall Islands flag in the name of the King
Owner, whose particulars are set out in Schedule 2;

    


    “LIBOR” means, in relation to a
particular period, the rate determined by the Agent to be that at which deposits
in Dollars and in an amount comparable with the amount in relation to which
LIBOR is to be determined and for a period equal to the relevant period were
being offered by the Banks to prime banks in the London Interbank Market at the
time the rate is fixed in accordance with clauses 3.2 and 3.3 hereof on the
second Banking Day before the first day of such period, provided that if the
Borrower shall at any time enter into any Transaction(s) under a Master Swap
Agreement, LIBOR shall (during the period when any such Transaction(s) are
effective and for an

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    amount
equal to the notional amount of such Transaction(s)) be the rate for deposits in
Dollars for a period equivalent to such period at or about 11 a.m. on the second
Banking Day before the first day of such period as displayed on the appropriate
page of the Bloomberg Monitor Money Rates Services (or such other page on such
system or on any other system of the information vendor for the time being
designated by the British Bankers’ Association to calculate the BBA Interest
Settlement Rate (as defined in the British Bankers’ Association’s Recommended
Terms and Conditions dated August, 1985));

     

    “Majority Banks” means that
Bank or Banks holding at least sixty six and two thirds per cent (66 2/3%) of the
Total Commitments and/or sixty six and two thirds per cent (66 2/3%) of the
Facility;

     

    “Management Agreements” means
the agreements executed or (as the context may require) to be executed between
the relevant Owner and the relevant Approved Manager in a form previously
approved in writing by the Agent or any other agreement previously approved in
writing by the Agent between the relevant Owner and the relevant Approved
Manager providing (inter
alia) for such Approved Manager to manage the Ships and “Management Agreement” means
any of them;

     

    “Manager’s Undertaking” means
an undertaking including, where appropriate, an assignment of any obligatory
Insurances executed or (as the context may require) to be executed by the
relevant Approved Manager in favour of the Agent as a condition precedent to the
approval of the appointment of such Approved Manager as manager of a Ship, such
undertaking to be in substantially the agreed form and “Manager’s Undertakings” means
all of them;

     

    “Margin” means the margin
listed in the following table which shall be adjusted semi-annually in arrears
based upon the most recent Compliance Certificate;

     

    
      	
              Margin
      Ratio

            	
              Margin

            
	
              ≤
      55%

            	
              2.25%

            
	
              55.01%
      - 60%

            	
              2.50%

            
	
              60.01%
      - 70%

            	
              2.75%

            
	
              >
      70.01%

            	
              3%

            


    

    


     

    Where:

     

    “Margin Ratio” means, the ratio
of the aggregate of the Facility and the First Loan divided by the Fleet Market
Value ;

     

    “MAS”  means the Monetary
Authority of Singapore;

     

    “Master Swap Agreements” means,
together, the agreements (on the 1992 or 2002, as the case may be, ISDA
Multi-currency-Cross-border form) made or to be made between the Borrower and
each Swap Bank and any Confirmations (as defined therein) supplemented
thereto;

     

    “Master Swap Assignment” means,
in relation to each Master Swap Agreement, the security assignment of that
Master Swap Agreement executed or (as the context may require) to be executed by
the Borrower in favour of the Agent in such form as the Banks may approve or
require;

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    "Miriam Owner" means Galveston
Navigation Inc. a corporation incorporated in the Republic of the Marshall
Islands, having its registered office at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro MH96960, Marshall Islands;

     

    


    "Miriam Ship" means the product
carrier type vessel called "OMEGA LADY MIRIAM” (ex
"MILTIADES M") and registered on the Marshall Islands flag in the name of the
Miriam Owner, whose particulars are set out in Schedule 2;

    


    “month” means a period
beginning in one (1) calendar month and ending in the next calendar month on the
day numerically corresponding to the day of the calendar month on which it
started, provided that (a) if the period started on the last Banking Day in
a calendar month or if there is no such numerically corresponding day, it shall
end on the last Banking Day in such next calendar month and (b) if such
numerically corresponding day is not a Banking Day, the period shall end on the
next following Banking Day in the same calendar month but if there is no such
Banking Day it shall end on the preceding Banking Day and “months” and “monthly” shall be construed
accordingly;

     

    “Mortgage” means, in relation
to each Ship, a second preferred Marshall Islands or Liberian (as the case may
be) mortgage (subject only to the prior rights of the First Loan Agent under the
relevant First Mortgage) of such Ship executed or (as the context may require)
to be executed by the relevant Owner in favour of the Agent as security agent
and trustee on behalf of the Finance Parties in the agreed form and “Mortgages” means all of
them;

     

    “Mortgaged Ship” means, at any
relevant time, any Ship which is at such time subject to a Mortgage and the
Earnings, Insurances and Requisition Compensation (as defined in the Ship
Security Documents for such Ship) of which are subject to an Encumbrance
pursuant to the relevant Ship Security Documents and a Ship shall for the
purposes of this Agreement be deemed to be a Mortgaged Ship as from the date
that the Mortgage of that Ship shall have been executed and registered in
accordance with this Agreement until whichever shall be the earlier of (a) the
payment in full of the amount required to be paid to the Banks or to the Agent
on their behalf pursuant to clause 4.5 following the sale or Total Loss of such
Ship, (b) the date on which all moneys owing under the Finance Documents have
been repaid in full and (c) the date upon which the Agent deletes or procures
the deletion of the relevant Mortgage in accordance with the terms of this
Agreement;

     

    “NASDAQ” means the stock
exchange run by the US National Association of Securities Dealers with the main
exchange located in the United States of America, originally an acronym for the
National Association of Securities Dealers Automatic Quotations;

     

    "Net Capitalization" means the
Total Capitalization of the Borrower minus Cash and Cash
Equivalent;

     

    "Net Debt" means Total Debt
minus Cash and Cash Equivalent Investments;

     

     “Operator” means any person who
is from time to time during the Security Period concerned in the operation of
the Ship and falls within the definition of “Company” set out in rule 1.1.2
of the ISM Code;

     

    "Owners" means, in relation
to:

     

    
      	
               
      

            	
              (i)

            	
              the
      Emmanuel Ship:  the Emmanuel
Owner;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Theodore Ship:  the Theodore
Owner;

            


    

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              the
      Prince Ship:  the Prince
Owner;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Princess Ship:  the Princess
Owner;

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Sarah Ship:  the Sarah
Owner;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              the
      Queen Ship:  the Queen
Owner;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              the
      King Ship:  the King Owner;
and

            


    

     

    
      	
               
      

            	
              (viii)

            	
              the
      Miriam Ship:  the Miriam
Owner,

            


    

     

    and
"Owner" means any of
them;

     

    “Owner’s Guarantee” means, in
relation to each Owner, the guarantee issued or (as the context may require) to
be issued by that Owner in favour of the Agent in the agreed form as (inter alia) security for the
Facility and “Owner’s
Guarantees” means all of them;

     

    “Participating Member State”
means any member state of the European Communities that adopts or has adopted
the euro as its lawful currency in accordance with the legislation of the
European Community relating to economic and monetary union;

     

    “Permitted Encumbrance” means
(i) any Encumbrance in favour of the Agent and/or the Banks created pursuant to
the Security Documents, (ii) any Encumbrance in favour of the First Loan Agent
and/or the First Loan Banks created pursuant to the First Loan Security
Documents and (iii) Permitted Liens;

     

    “Permitted Liens” means any
lien on a Ship for:

    


    
      	
               
      

            	
              (a)

            	
              master’s,
      officer’s or crew’s wages outstanding in the ordinary course of
      trading;

            


    

     

    
      	
               
      

            	
              (b)

            	
              salvage
      and any ship repairer’s or outfitter’s possessory lien for a sum not
      (except with the prior written consent of the Agent) exceeding the
      Casualty Amount (as defined in the relevant
  Mortgage);

            


    

     

    
      	
               
      

            	
              (c)

            	
              damages
      arising as a result of a claim in tort provided that the same is fully
      covered by insurance subject to a reasonable deductible;
    and

            


    

     

    
      	
               
      

            	
              (d)

            	
              general
      average and for necessaries incurred in the ordinary course of trading and
      have not been outstanding for more than sixty (60) days or are being
      contested in good faith in a manner satisfactory to the Banks in their
      sole discretion;

            


    

     

    “Pollutant” means and includes
oil and its products, any other polluting, toxic or hazardous substance and any
other substance whose release into the environment is regulated or penalised by
Environmental Laws;

     

    "Prince Owner" means Carrolton
Navigation Inc. a corporation incorporated in the Republic of the Marshall
Islands, having its registered office at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro MH96960, Marshall Islands;

    


    "Prince Ship" means the product
carrier type vessel called "OMEGA PRINCE” (ex "ARIS") and
registered on the Marshall Islands flag in the name of the Prince Owner, whose
particulars are set out in Schedule 2;

    


    "Princess Owner" means Decatur
Navigation Inc. a corporation incorporated in the Republic of


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    the
Marshall Islands, having its registered office at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands;

    


    "Princess Ship" means the
product carrier type vessel called "OMEGA PRINCESS" (ex "ADONIS")
and registered on the Marshall Islands flag in the name of the Princess Owner,
whose particulars are set out in Schedule 2;

    


    "Queen Owner" means Elgin
Navigation Inc., a corporation incorporated in the Republic of the Marshall
Islands, having its registered office at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro MH96960, Marshall Islands;

    


    "Queen Ship" means the oil
tanker type vessel called "OMEGA QUEEN” (ex "RUDOLF
SCHULTE") and registered on the Marshall Islands flag in the name of the Queen
Owner, whose particulars are set out in Schedule 2;

    


    “Registry” means the offices of
the registrar, commissioner or representative of the relevant Flag State who is
duly authorised and empowered to register the relevant Ship, the relevant
Owner’s title to such Ship and the relevant Mortgage under the laws and flag of
the Flag State through the relevant Registry;

     

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

     

    “Relevant Jurisdiction” means
any jurisdiction in which or where the Borrower or any Owner is incorporated,
resident, domiciled, has a permanent establishment, carries on, or has a place
of business or is otherwise effectively connected;

     

    “Relevant Period” has the
meaning given to that term in clause 8.5;

     

    "Repayment Date" means the
earlier of (i) the date on which the First Loan is repaid in full by the
Borrower to the First Banks and (ii) 12 April 2011;

     

    “Requisition Compensation”
means all sums of money or other compensation from time to time payable during
the Security Period by reason of the Compulsory Acquisition of a
Ship;

     

    “Restricted Companies” means
the Borrower and its Related Companies and the Owners and their respective
Related Companies;

     

    “Retention Account” means
interest bearing Dollar account of the Borrower opened or (as the context may
require) to be opened by the Borrower with the relevant Account Bank and
includes any other account designated in writing by such Account Bank to be the
Retention Account for the purposes of this Agreement;

     

    “Retention Amount” means, in
relation to any Retention Date the applicable fraction (as hereinafter defined)
of the aggregate amount of interest falling due for payment in respect of each
part of the Facility during and at the end of each Interest Period current at
the relevant Retention Date and, for this purpose, the expression “applicable fraction” in
relation to each Interest Period shall mean a fraction having a numerator of one
and a denominator equal to the number of Retention Dates falling within the
relevant Interest Period;

     

    “Retention Dates” means the
date falling one (1) month after the date of the Drawdown Date and each of the
dates falling at monthly intervals thereafter up to the date falling one (1)
month prior to the Repayment Date and “Retention Date” shall be
construed accordingly;

     

    "Sarah Owner" means Beaumont
Navigation Inc. a corporation incorporated in the Republic of


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    the
Marshall Islands, having its registered office at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands;

    


    "Sarah Ship" means the oil
tanker type vessel called "OMEGA LADY SARAH” (ex
"IASONAS") and registered on the Marshall Islands flag in the name of the Sarah
Owner, whose particulars are set out in Schedule 2;

    


    “Security Documents”
means:

     

    
      	
               
      

            	
              (a)

            	
              the
      Accounts Pledges;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Assignment of Intra-Group Loan
Agreements;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Charter Assignments;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      General Assignments;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Manager’s Undertakings;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Master Swap Assignments;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Mortgages;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Owners' Guarantees;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Share Charges; and

            


    

     

    
      	
               
      

            	
              (j)

            	
              any
      Tripartite Deed(s),

            


    

     

    and any
other documents as may have been or shall from time to time after the date of
this Agreement be executed to guarantee and/or secure all or any part of the
Facility, interest thereon and other moneys from time to time owing by the
Borrower pursuant to this Agreement and/or each Master Swap Agreement (whether
or not any such document also secures moneys from time to time owing pursuant to
any other document or agreement);

     

    “Security Parties” means
collectively the Borrower, the Owners and the Approved Managers or any
other person who may at any time be a party to any of the Security Documents
(other than the Finance Parties and the relevant Account Bank) and “Security Party” means any of
them;

     

    “Security Period” means the
period commencing on the date of this Agreement and terminating upon discharge
of the security created by the Security Documents by payment of all money
payable thereunder;

     

    “Security Requirement” means
the amount in Dollars (as certified by the Agent whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrower and the
Banks) which is at any relevant time one hundred and twenty per cent (120%) of
the aggregate of the Facility, the First Loan and the Swap
Exposure;

     

    “Security Value” means the
amount in Dollars (as certified by the Agent whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrower and the
Banks) which, at any relevant time, is the aggregate of (a) the Fleet Market
Value as most recently determined in accordance with clause 8.2.2 and
(b) the market value of any additional security for the time being actually
provided to the Banks pursuant to clause 8.2;

     

    "SGX-ST" means the Singapore
Exchange Securities Trading Limited;

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    “Share Charge” means, in
relation to each Owner, the second priority charge of all of the issued shares
in the capital of such Owner executed or (as the context may require) to be
executed by the Borrower (or such other direct shareholder of the Owner (being a
wholly-owned Subsidiary of the Borrower) as the Agent may require) in favour of
the Agent as security agent and trustee on behalf of the Finance Parties
pursuant to clause 8.1.14 such charge to be in form and substance acceptable to
the Agent and “Share
Charges” means all of them;

     

    “Ship Security Documents”
means, in relation to any Ship, the relevant Mortgage, the relevant General
Assignment, the relevant Charter Assignment, any Tripartite Deed and the
relevant Manager’s Undertaking and “Ship Security Document” means
any of them;

     

    “Ships” means, together, the
Emmanuel Ship, the Theodore Ship, the Prince Ship, the Princess Ship, the Sarah
Ship, the Miriam Ship, the Queen Ship and the King Ship and “Ship” means any of
them;

     

    “SMC” means a safety management
certificate issued in respect of the Ship in accordance with rule 13 of the ISM
Code;

     

    “Spill” means any actual or
threatened emission, spill, release or discharge of a Pollutant into the
environment;

     

    “Subsidiary” of a person means
any company or entity directly or indirectly controlled by such person, and for
this purpose “control”
means either the ownership of more than fifty per cent (50%) of the voting share
capital (or equivalent rights of ownership) of such company or entity or the
power to direct its policies and management, whether by contract or
otherwise;

    "Substitute" has the meaning
ascribed thereto in clause 15.4;

     

    “Substitution Certificate”
means a certificate substantially in the form of Schedule 5 (or in such other
form as the Agent shall approve or require);

     

    “Swap Banks” means the banks
listed in Schedule 1, Part 2 and includes their respective successors in title,
Assignees and transferees;

     

    "Swap Exposure” means, as at
any relevant date the amount certified by the Swap Banks to the Agent to be the
aggregate net amount in Dollars which would be payable by the Borrower to the
Swap Banks under (and calculated in accordance with) section 6(e) (Payments on
Early Termination) of each Master Swap Agreement if an Early Termination
Date had occurred on the relevant date in relation to all continuing
Transactions entered into between the Borrower and the relevant
Swap Bank;

    


    “Taxes” includes all present
and future taxes, levies, imposts, duties, fees or charges of whatever nature
together with interest thereon and penalties in respect thereof and “Taxation” shall be construed
accordingly;

     

    ”Technical Manager” means, in
relation to:

    
      	
               
      

            	
              (i)

            	
              The
      Queen Ship and the King Ship:  Bernhard Schulte Shipmanagement
      (L) Private Limited of .;

            


    

    
      	
               
      

            	
              (ii)

            	
              The
      Sarah Ship, the Miriam Ship, the Prince Ship, the Princess Ship, the
      Emmanuel Ship and the Theodore Ship:  V.Ships Management Limited
      . of Skypark, 8 Elliot Place, Glasgow, G3 8EP,
  Scotland,

            


    

    


    or any
other company or person appointed by the relevant Owner, with the prior written
consent of the Agent, as manager of the Ships and includes its successors in
title and assignees;

    


    “Termination Date” means 31
March 2008 or such later date as the Banks may agree in writing;

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    "Theodore Owner" means Baytown
Navigation Inc. a corporation incorporated in Republic of the Marshall Islands,
having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro MH96960, Marshall Islands;

     

    


    "Theodore Ship" means the
product carrier type vessel of approximately 74,200 deadweight tons called
"OMEGA THEODORE" and
registered on the Liberian flag in the name of the Theodore Owner, whose
particulars are set out in Schedule 2;

    


    "Total capitalization" means
the total of bonds and other long-term debt obligations, as well as all types of
equity of a company that make up a company's capital structure;

    


    “Total Commitments” means the
aggregate of the Commitments of all Banks being Forty Two million five hundred
thousand Dollars ($42,500,000) on the date of this Agreement;

    


     “Total Assets” means, at any
time in respect of the Borrower’s Group, the amount of total assets of the
Borrower’s Group on a consolidated basis which would be included as total assets
in a consolidated balance sheet of the Borrower’s Group in accordance with GAAP
drawn up at such time;

    


    “Total Debt” means, at any
time, the aggregate outstanding principal, capital or nominal amount of all
Borrowed Money of the Borrower’s Group calculated on a consolidated basis at
that time;

    


     

    “Total Liabilities” means, at
any time in the respect of the Borrower’s Group, the amount of total liabilities
of the Borrower’s Group on a consolidated basis which would be included as total
liabilities in the consolidated balance sheet of the Borrower’s Group in
accordance with GAAP drawn up at such time;

     

    “Total Loss”
means:

     

    
      	
               
      

            	
              (a)

            	
              actual,
      constructive, compromised or arranged total loss of a Ship;
    or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Compulsory Acquisition of a Ship;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      hijacking, theft, condemnation, capture, seizure, arrest, detention or
      confiscation of a Ship (other than where the same amounts to the
      Compulsory Acquisition of such Ship) by any Government Entity, or by
      persons acting or purporting to act on behalf of any Government Entity,
      unless such Ship be released and restored to the relevant Owner from such
      hijacking, theft, condemnation, capture, seizure, arrest, detention or
      confiscation within thirty (30) days after the occurrence
      thereof;

            


    

     

    “Transaction” has the meaning
ascribed to it in the Master Swap Agreements;

     

    “Tripartite Deed” means in
relation to any Ship which is the subject of a bareboat or demise charter, a
second priority tripartite deed executed or (as the context may require) to be
executed between the relevant bareboat charterer of such Ship, the relevant
Owner of such Ship and the Agent in form and substance satisfactory to the Agent
in its sole discretion and “Tripartite Deeds” means all of
them; and

     

    “Underlying Documents” means
collectively the Management Agreements, the Charters and the Intra-Group Loan
Agreements.

     


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    1.3  
     Headings

     

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

     

    
      	
              1.4

            	
              Construction of certain
      terms

            


    

     

    
      	
               
      

            	
              In
      this Agreement, unless the context otherwise
  requires:

            


    

     

    
      	
              1.4.1

            	
              references
      to clauses and schedules are to be construed as references to
      clauses of, and schedules to, this Agreement and references to
      this Agreement include its
schedules;

            


    

    


    
      	
              1.4.2

            	
              references
      to (or to any specified provision of) this Agreement or any other document
      shall be construed as references to this Agreement, that provision or that
      document as in force for the time being and as amended in accordance with
      terms thereof, or, as the case may be, with the agreement of the relevant
      parties;

            


    

    


    
      	
              1.4.3

            	
              references
      to a “regulation”
      include any present or future regulation, rule, directive, requirement,
      request or guideline (whether or not having the force of law) of any
      agency, authority, central bank or government department or any
      self-regulatory or other national or supra-national
    authority;

            


    

     

    
      	
              1.4.4

            	
              words
      importing the plural shall include the singular and vice
      versa;

            


    

     

    
      	
              1.4.5

            	
              references
      to a time of day are to London
time;

            


    

     

    
      	
              1.4.6

            	
              references
      to a person shall be construed as references to an individual, firm,
      company, corporation, unincorporated body of persons or any Government
      Entity;

            


    

     

    
      	
              1.4.7

            	
              references
      to a “guarantee”
      include references to an indemnity or other assurance against financial
      loss including, without limitation, an obligation to purchase assets or
      services as a consequence of a default by any other person to pay any
      Indebtedness and “guaranteed” shall be
      construed accordingly;

            


    

     

    
      	
              1.4.8

            	
              references
      to acts or things to be done by the Agent and references to the Agent
      entering into a Finance Document are to be construed as acts or thing to
      be done for or by the Agent, or security to be given in favour of the
      Agent, in the Agent’s capacity as agent, security agent and trustee on
      behalf of the Banks; and

            


    

     

    
      	
              1.4.9

            	
              references
      to any enactment shall be deemed to include references to such enactment
      as re-enacted, amended or extended.

            


    

     

    
      	
              1.5

            	
              Agreed
    forms

            


    

     

    In this
Agreement, any document expressed to be “in the agreed form” means a
document in a form agreed by (and for the purposes of identification signed by
or on behalf of) the Borrower and the Banks or (in the case of any of the other
Finance Documents) a document in the form actually executed by both the relevant
Security Party or relevant Security Parties and the Agent and/or the
Banks.

     

    
      	
              1.6

            	
              Contracts (Rights of Third
      Parties) Act 1999

            


    

     

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

     


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    1.7      
 Effectiveness of Majority Banks
decision

     

    Where
this Agreement provides for any matter to be determined by reference to the
opinion of the Majority Banks or to be subject to the consent or request of the
Majority Banks or for any action to be taken on the instructions of the Majority
Banks, such opinion, consent, request or instructions shall (as between the
Banks and the Agent) only be regarded as having been validly given or issued by
the Majority Banks if all the Banks and the Agent shall have received prior
notice of the matter on which such opinion, consent, request or instructions are
required to be obtained and a majority of the Banks and the Agent shall have
given or issued such opinion, consent, request or instructions.

     

    
      	
              2

            	
              The
      Facility

            


    

     

    
      	
              2.1

            	
              The
    Facility

            


    

     

    
      	 	
              Subject
      to the terms of this Agreement, the Banks agree to make available to the
      Borrower a Dollar loan facility in an aggregate amount equal to the Total
      Commitments.

            


    

     

    
      	
              2.2

            	
              Obligations
      several

            


    

     

    
      	
               
      

            	
              The
      obligations of each Bank under this Agreement are several; the failure of
      any Bank to perform such obligations shall not relieve any other Bank, the
      Agent, the Swap Banks or the Borrower of any of their respective
      obligations or liabilities under this Agreement or either Master Swap
      Agreement nor shall the Agent be responsible for the obligations of any
      Bank or either Swap Bank (except for its own obligations, if any, as a
      Bank or Swap Bank) nor shall any Bank or Swap Bank be responsible for the
      obligations of any other Bank or Swap Bank under this
      Agreement.

            


    

     

    
      	
              2.3

            	
              Interests
      several

            


    

     

    
      	
               
      

            	
              Notwithstanding
      any other term of this Agreement, the interests of each Swap Bank, the
      Agent and the Banks are several and the amount due to each Swap Bank, the
      Agent (for its own account) and to each Bank is a separate and independent
      debt.  The Agent, each Swap Bank and each Bank shall have the
      right to protect and enforce their respective rights arising out of this
      Agreement and it shall not be necessary for the Agent, each Swap Bank or
      any Bank (as the case may be) to be joined as an additional party in any
      proceedings for this purpose.

            


    

     

    
      	
              2.4

            	
              Drawdown

            


    

     

    
      	
               
      

            	
              Subject
      to the terms and conditions of this Agreement, the Facility shall be made
      following receipt by the Agent from the Borrower of a Drawdown Notice not
      later than 10 a.m. on the third Banking Day before the Drawdown Date
      relative to the Facility, which shall be a Banking Day falling within the
      Drawdown Period, on which the Facility is intended to be made. A Drawdown
      Notice shall be effective on actual receipt by the Agent and, once given,
      shall, subject as provided in clause 3.6.1, be
      irrevocable.  The Facility shall be made available in one amount
      and not after the Termination Date.

            


    

     

    
      	
              2.5

            	
              Timing and limitation of
      the
      Facility

            


    

     

    
      	
              2.5.1

            	
              The
      amount of the Facility shall, subject to the following provisions of this
      clause 2.5, be for such amount as is specified in the Drawdown
      Notice.

            


    

     

    
      	
              2.5.2

            	
              The
      Facility shall be made solely for the purpose set out in clause
      1.1.

            


    

     

    
      	
              2.5.3

            	
              The
      Facility shall not be made available if the amount of such Facility will
      exceed at any relevant time the Total
  Commitments.

            


    

     


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      	
              2.5.4

            	
              The
      Facility shall not be made available if the making of such Facility will
      result in the Security Value being less than the Security
      Requirement.

            


    

     

    
      	
              2.6

            	
              Availability

            


    

     

    Upon
receipt of a Drawdown Notice complying with the terms of this Agreement the
Agent shall notify each Bank thereof of the Drawdown Date and, subject to the
provisions of clause 9, on the date specified in the Drawdown Notice each
Bank shall make available to the Borrower its portion of the Facility in
accordance with clause 6.2.

     

    
      	
              2.7

            	
              Termination of
      Commitment

            


    

     

    Any
part of the Commitment undrawn on the Termination Date shall thereupon be
automatically cancelled.

     

    
      	
              2.8

            	
              Application of
      proceeds

            


    

     

    Without
prejudice to the Borrower’s obligations under clause 8.1.3, the Banks shall
have no responsibility for the application of proceeds of the Facility (or any
part thereof) by the Borrower.

     

    
      	
              3

            	
              Interest and Interest
      Periods

            


    

     

    
      	
              3.1

            	
              Normal interest
      rate

            


    

     

    The
Borrower shall pay interest on the Facility in respect of each Interest Period
relating thereto on each Interest Payment Date (or, in the case of Interest
Periods of more than three (3) months, by instalments, the first three (3)
months from the commencement of the Interest Period and the subsequent
instalments at intervals of three (3) months or, if shorter, the period from the
date of the preceding instalment until the Interest Payment Date relative to
such Interest Period) at the rate per annum determined by the Agent to be the
aggregate of (a) the Margin, (b) the Additional Cost and (c) LIBOR for such
Interest Period.

     

    
      	
              3.2

            	
              Selection of Interest
      Periods

            


    

     

    The
Borrower may by notice received by the Agent not later than 10 a.m. on the
second Banking Day before the beginning of each Interest Period specify whether
such Interest Period shall have a duration of three (3) months or such other
period as the Borrower may select and the Banks may, in their absolute
discretion, agree.  Provided always that if on any date upon which an
Interest Period falls to be selected by the Borrower pursuant to this clause 3.2
a Transaction or Transactions (which is/are effective or which shall become
effective during the relevant Interest Period) shall have been entered into
between the Swap Banks or either of them and the Borrower pursuant to a Master
Swap Agreement LIBOR shall during the period of any such Transaction(s) and for
an amount equal to the notional amount of such Transaction(s) be determined by
reference to the rate for deposits in Dollars displayed on the appropriate page
of the Reuters Monitor Money Rates Service (British Bankers’ Association
Settlement Rates) in accordance with the proviso to the definition of LIBOR and,
for the avoidance of doubt, LIBOR for the Facility which exceeds the notional
amount of the Transaction(s) shall be determined by reference to the rate for
deposits in Dollars referred to in the definition of LIBOR but excluding the
proviso to such definition.

     

    
      	
              3.3

            	
              Determination of Interest
      Periods

            


    

     

    Every
Interest Period shall be of the duration specified by the Borrower pursuant to
clause 3.2 but so that:

     


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    
      	
              3.3.1

            	
              the
      first Interest Period in respect of the Facility shall commence on the
      Drawdown Date and shall end on 28 April 2008 and each subsequent Interest
      Period shall commence on the expiry of the preceding Interest Period in
      respect thereof;

            


    

     

    
      	
              3.3.2

            	
              if
      the Borrower fails to specify the duration of an Interest Period in
      accordance with the provisions of clause 3.2 and this clause 3.3
      such Interest Period shall have a duration of three (3) months or such
      other period as shall comply with this
  clause 3.3;

            


    

     

    
      	
              3.3.3

            	
              if
      any Interest Period for the Facility would otherwise overrun the Repayment
      Date, then such Interest Period shall end on the Repayment
      Date.

            


    

     

    
      	
              3.4

            	
              Default
      interest

            


    

     

    If the
Borrower fails to pay any sum (including, without limitation, any sum payable
pursuant to this clause 0) on its due date for payment under any of the Finance
Documents, the Borrower shall pay interest on such sum on demand from the due
date up to the date of actual payment (as well after as before judgment) at a
rate determined by the Agent pursuant to this clause 0.  The period
beginning on such due date and ending on such date of payment shall be divided
into successive periods of not more than three (3) months as selected by the
Agent each of which (other than the first, which shall commence on such due
date) shall commence on the last day of the preceding such
period.  The rate of interest applicable to each such period shall be
the aggregate (as determined by the Agent) of (a) two per cent (2%) per annum,
(b) the Margin, (c) the Additional Cost and (d) LIBOR for such
period.  Such interest shall be due and payable on the last day of
each such period as determined by the Agent and each such day shall, for the
purposes of this Agreement, be treated as an Interest Payment Date, by reason of
a declaration by the Agent under clause 10.2.2 or a prepayment pursuant to
clauses 4.2, 4.5, 8.2 or 12.1 provided that if such unpaid sum is an amount
of principal which became due and payable on a date other than an Interest
Payment Date relating thereto, the first such period selected by the Agent shall
be of a duration equal to the period between the due date of such principal sum
and such Interest Payment Date and interest shall be payable on such principal
sum during such period at a rate two per cent (2%) above the rate applicable
thereto immediately before it shall have become so due and
payable.  If, for the reasons specified in clause 3.6.1, the
Agent is unable to determine a rate in accordance with the foregoing provisions
of this clause 0, each Bank shall promptly notify the Agent of the costs of
funds to such Bank and interest on any sum not paid on its due date for payment
shall be calculated at a rate determined by the Agent to be two per cent (2%)
per annum above the aggregate of the Margin, the Additional Cost and the cost of
funds to such Bank.

     

    
      	
              3.5

            	
              Notification of Interest
      Periods and interest rate

            


    

     

    The
Agent shall notify the Borrower promptly of the duration of each Interest Period
and of each rate of interest determined by it under this clause 0.

     

    
      	
              3.6

            	
              Market disruption;
      non-availability

            


    

     

    
      	
              3.6.1

            	
              If
      and whenever, at any time prior to the commencement of any Interest
      Period, the Agent shall have determined (which determination shall, in the
      absence of manifest error, be
conclusive):

            


    

     

    
      	
               
      

            	
              (a)

            	
              that
      adequate and fair means do not exist for ascertaining LIBOR during such
      Interest Period; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Agent shall have received notification from any of the Banks that deposits
      in Dollars are not available to such Bank(s) in the ordinary course of
      business in sufficient amounts to fund their Contributions for such
      Interest Period or, where applicable, that the quotation for LIBOR
      (together with (where applicable) the normal spread being paid by any such
      Bank in respect of

            


    

     


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Dollar
      borrowings) does not accurately reflect the cost to such Bank(s) of
      obtaining such deposit;

            


    

     

    the
Agent shall forthwith give notice (a “Determination Notice”) thereof
to the Borrower and to each of the Banks.  A Determination Notice
shall contain particulars of the relevant circumstances giving rise to its
issue.  After the giving of any Determination Notice the undrawn
amount of any of the Commitments of all the Banks shall not be borrowed until
notice to the contrary is given to the Borrower by the Agent.

     

    
      	
              3.6.2

            	
              During
      the period of ten (10) days after any Determination Notice has been given
      by the Agent under clause 3.6.1, each Bank shall certify an
      alternative basis (the “Substitute Basis”) for
      maintaining its Contribution.  The Substitute Basis may (without
      limitation) include alternative interest periods, alternative currencies
      or alternative rates of interest but shall include a margin above the cost
      of funds to such Bank equivalent to the Margin.  Each Substitute
      Basis so certified shall be binding upon the Borrower and shall take
      effect in accordance with its terms from the date specified in the
      Determination Notice until such time as each Bank notifies the Borrower
      that none of the circumstances specified in clause 3.6.1 continues to
      exist whereupon the normal interest rate fixing provisions of this
      Agreement shall apply.

            


    

     

    
      	
              4

            	
              Repayment,
      prepayment and reborrowing

            


    

     

    4.1        Repayment of Facility 

    


    The
Borrower shall repay the Facility in full on the Repayment Date.

     

    
      	
              4.1.1

            	
              If
      the Total Commitments are not drawn in full, the amount of the repayment
      instalment shall be reduced
accordingly.

            


    

     

    
      	
              4.1.2

            	
              On
      the Repayment Date the Borrower shall additionally pay to the Agent for
      the account of the Banks all other sums then accrued or owing in respect
      of the Facility or under any Finance
Document.

            


    

     

    
      	
              4.2

            	
              Voluntary
      prepayment

            


    

     

    The
Borrower may prepay the Facility in whole or part (being Five hundred thousand
Dollars ($500,000) or any larger sum which is an integral multiple of Five
hundred thousand Dollars ($500,000) or any lesser sum approved by the Banks) on
any Interest Payment Date relating to the part of the Facility to be repaid
without premium or penalty.

     

    4.3        Additional voluntary
prepayment

     

    The
Borrower may also prepay, without premium or penalty, but without prejudice to
its obligations under clauses 3.6, 4.6, 6.7 and 12.2:

     

    
      	
              4.3.1

            	
              the
      Contribution of any Bank to which the Borrower shall have become obliged
      to pay additional amounts under clauses 3.6 or 12.2;
  or

            


    

     

    
      	
              4.3.2

            	
              any
      Bank’s Contribution to which a Substitute Basis applies by virtue of
      clause 3.6.2.

            


    

     

    Upon
any notice of such prepayment being given, the Commitment of the relevant Bank
shall be reduced to zero.

     


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    
      	
              4.4

            	
              Prepayment
      on Total Loss and Sale

            


    

     

    On a
Ship becoming a Total Loss or suffering damage or being involved in an incident
which in the opinion of the Banks may result in such Ship being subsequently
determined to be a Total Loss or on any Ship being sold with the prior written
consent of the Agent, the Borrower shall prepay an amount equal to the Facility
multiplied by a fraction of which the numerator is equal to the Fair Market
Value of such Ship and the denominator is equal to the Fleet Market Value
(i.e.

     

        
  Fair
Market Value of Ship

    Fleet Market Value).

     

    Such
prepayment must be made not later than the date falling one hundred and twenty
(120) days after that on which such Ship became a Total Loss or, if earlier, on
the date upon which the insurance proceeds in respect of such Total Loss are or
Requisition Compensation is received by the Owner of such Ship (or the Agent/any
of the Banks pursuant to the Finance Documents) or immediately on the completion
of the sale of such Ship.  Any such prepayment shall be applied
towards prepayment of the Facility.  For the purpose of this
Agreement, a Total Loss shall be deemed to have occurred:

     

    
      	
              4.4.1

            	
              in
      the case of an actual total loss of a Ship on the actual date and at the
      time such Ship was lost or, if such date is not known, on the date on
      which such Ship was last reported;

            


    

     

    
      	
              4.4.2

            	
              in
      the case of a constructive total loss of a Ship, upon the date and at the
      time notice of abandonment of such Ship is given to the insurers of such
      Ship for the time being (provided a claim for total loss is admitted by
      such insurers) or, if such insurers do not forthwith admit such a claim,
      at the date and at the time at which either a total loss is subsequently
      admitted by the insurers or a total loss is subsequently adjudged by a
      competent court of law or arbitration tribunal to have
      occurred;

            


    

     

    
      	
              4.4.3

            	
              in
      the case of a compromised or arranged total loss, on the date upon which a
      binding agreement as to such compromised or arranged total loss has been
      entered into by the insurers of a
Ship;

            


    

     

    
      	
              4.4.4

            	
              in
      the case of Compulsory Acquisition, on the date upon which the relevant
      requisition of title or other compulsory acquisition occurs;
      and

            


    

     

    
      	
              4.4.5

            	
              in
      the case of hijacking, theft, condemnation, capture, seizure, arrest,
      detention or confiscation of a Ship (other than where the same amounts to
      Compulsory Acquisition of such Ship) by any Government Entity, or by
      persons purporting to act on behalf of any Government Entity, which
      deprives the relevant Owner of the use of such Ship for more than thirty
      (30) days, upon the expiry of the period of thirty (30) days after the
      date upon which the relevant hijacking, theft, condemnation, capture,
      seizure, arrest, detention or confiscation
  occurred.

            


    

     

    
      	
              4.5

            	
              Mandatory
      prepayments

            


    

     

    
      	
              4.5.1

            	
              The
      Borrower shall immediately prepay such part of the Facility as may at any
      time be necessary to ensure that the Security Value is not less than the
      Security Requirement.

            


    

     

    
      	
              4.5.2

            	
              The
      Borrower shall immediately prepay the Facility in full in the event that
      the First Loan is prepaid in full prior to maturity under the First Loan
      Agreement.

            


    

    


    
      	
              4.6

            	
              Amounts payable on
      prepayment

            


    

     

    Any
prepayment of all or part of the Facility under this Agreement including,
without limitation, pursuant to clauses 4.2, 4.4, 8.2.1 and 12.1 shall be made
together with:

     


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    
      	
              4.6.1

            	
              accrued
      interest on the amount to be prepaid to the date of such
      prepayment;

            


    

     

    
      	
              4.6.2

            	
              any
      additional amount payable under clause 6.7 or 12.2;
    and

            


    

     

    
      	
              4.6.3

            	
              all
      other sums then payable by the Borrower to the Banks under this Agreement
      and either Master Swap Agreement or any of the other Security Documents
      including, without limitation, any amounts payable under
      clause 11.

            


    

     

    
      	
              4.7

            	
              Notice of prepayment; reduction
      of repayment instalments

            


    

     

    No
prepayment may be effected under clause 4.2 unless the Borrower shall have
given the Agent (who shall notify each Bank thereof of the intended repayment)
at least fifteen (15) days’ notice of its intention to make such
prepayment.  Every notice of prepayment shall be effective only on
actual receipt by the Agent, shall be irrevocable, shall specify the amount to
be prepaid and shall oblige the Borrower to make such prepayment on the date
specified.

     

    No
amount of the Facility which is prepaid may be reborrowed.

     

    The
Borrower may not prepay the Facility or any part thereof save as expressly
provided in this Agreement.

     

    4.8        Cash Sweep

     

    The
Borrower shall (in addition to its obligations under Clause
8.1.5) procure that each Owner shall deliver to the Agent copies
of its quarterly trading accounts showing all receipts and
disbursements of whatsoever nature in relation to the Ships (on a
per-Ship basis) in such detail and such form as the Agent may require. The
said trading accounts shall be certified as to their correctness by the
responsible financial officer of the Borrower and shall be delivered to the
Agent as soon as possible, and in any event not more than thirty (30) days after
the expiry of the quarterly period to which they relate, with the first such
period expiring on the date falling three (3) months from the Drawdown Date
or on such later date as the Agent may agree.  The Agent shall
determine whether the relevant quarterly trading accounts referred to in this
Clause 4.8 reveal that at the end of the relevant quarterly period the
respective Owner(s), had a Surplus.  In the event that at any time
during the Security Period the Fleet Market Value is less than one hundred
and thirty per cent (130%) of the aggregate of the Facility and the
First Loan, the Borrower shall or procure that each Owner shall, prepay an
amount equal to fifty per cent (50%) of such Surplus to the Banks and upon
payment such amount shall be applied by the Agent on the last day of the then
current Interest Period in or towards prepayment of the Facility up to the
amount required so that the Fleet Market Value is equal to or greater than one
hundred and thirty per cent (130%) of the aggregate of the Facility and the
First Loan.

    


    
      	
                          

            	
              For
      the purpose of this Clause 4.8, “Surplus” means, (in each case for
      the three (3) month period immediately prior to the date of determination)
      the excess of (x) the Earnings of all of the Ships, over (y) the sum of
      (i) any commissions and operating expenses relating to each Ship and
      approved by the Agent (including G&A expenses and management fees),
      plus (ii) any Debt Service relating to the Facility and the First Loan
      paid or payable to the Finance Parties hereunder or to the First Loan
      Finance Parties under the First Loan Agreement, plus (iii) any cash
      deposited into any restricted account pursuant to this Agreement or the
      First Loan Agreement.

            


    

    


    
      	
              4.9

            	
              Master Swap Agreements,
      Repayments and Prepayments

            


    

     

    
      	
              4.9.1

            	
              Notwithstanding
      any provision of each Master Swap Agreement to the contrary, in the case
      of a prepayment of all or part of the Facility (including, without limit,
      upon a Total Loss in accordance with clause 4.4 and under
      clause 8.2) then subject to clause 4.9.2 either Swap Bank shall
      be entitled and obliged should the Borrower request to do so subject to
      the provisions of Clause 4.9.2 or 4.9.5 respectively (and, where relevant,
      may

            


    

     


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    do
without the consent of the Borrower, where it would otherwise be required
whether under such Master Swap Agreement or otherwise) to amend, re-book,
supplement, cancel, close out, net out, terminate, liquidate, transfer or assign
all or any part of the rights, benefits and obligations created by any
Transaction and/or either Master Swap Agreement and/or to obtain or re-establish
any hedge or related trading position in any manner and with any person such
Swap Bank in its absolute discretion may determine and both the Swap Banks' and
the Borrower’s continuing obligations under any Transaction and/or either Master
Swap Agreement shall, unless agreed otherwise by such Swap Bank, be calculated
so far as such Swap Bank consider it practicable by reference to the amended
repayment Schedule for the Facility taking into account the fact that less
than the full amount of the Facility remains outstanding.

     

    
      	
              4.9.2

            	
              If
      less than the full amount of or the Facility remains outstanding,
      following a prepayment under this Agreement and each Swap Bank in its
      absolute discretion agree, following a written request of the Borrower,
      that the Borrower may be permitted to maintain all or part of a
      Transaction in an amount not wholly matched with or linked to all or part
      of the Facility, the Borrower shall within ten (10) days of being notified
      by such Swap Bank of such requirement, provide such Swap Bank with, or
      procure the provision to such Swap Bank of, such additional security as
      shall in the opinion of such Swap Bank be adequate to secure the
      performance of such Transaction, which additional security shall take such
      form, be constituted by such documentation and be entered into between
      such parties, as such Swap Bank in its absolute discretion may approve or
      require, and each document comprising such additional security shall
      constitute a Credit Support
Document.

            


    

     

    
      	
              4.9.3

            	
              The
      Borrower shall on the first written demand of either Swap Bank indemnify
      such Swap Bank in respect of all losses, costs and expenses (including,
      but not limited to, legal costs and expenses) incurred or sustained by
      such Swap Bank as a consequence of or in relation to the effecting of any
      matter or transactions referred to in this
  clause 4.9.

            


    

     

    
      	
              4.9.4

            	
              Notwithstanding
      any provision of the Master Swap Agreements to the contrary, if for any
      reason a Transaction has been entered into but the Facility is not drawn
      down under this Agreement then, subject to clause 4.9.5, the Swap
      Banks shall be entitled and obliged should the Borrower request to do so
      subject to the provisions of Clause 4.9.2 or 4.9.5 respectively (and,
      where relevant, may do so without the consent of the Borrower where it
      would otherwise be required whether under the Master Swap Agreements or
      otherwise) to amend, re-book, supplement, cancel, close out, net out,
      terminate, liquidate, transfer or assign all or any part of the rights,
      benefits and obligations created by such Transaction and/or the Master
      Swap Agreements and/or to obtain or re-establish any hedge or related
      trading position in any manner and with any person the Swap Banks in their
      absolute discretion may determine.

            


    

     

    
      	
              4.9.5

            	
              If
      a Transaction has been entered into but the Facility is not drawn down
      under this Agreement and a Swap Bank in its absolute discretion agrees,
      following a written request of the Borrower, that the Borrower may be
      permitted to maintain all or part of a Transaction, the Borrower shall
      within ten (10) days of being notified by the Swap Bank of such
      requirement, provide the Swap Bank with, or procure the provision to the
      Swap Bank of, such additional security as shall in the opinion of the Swap
      Bank be adequate to secure the performance of such Transaction, which
      additional security shall take such form, be constituted by such
      documentation and be entered into between such parties, as such Swap Bank
      in its absolute discretion may approve or require, and each document
      comprising such additional security shall constitute a Credit Support
      Document for the purposes of the relevant Master Swap Agreement and/or
      otherwise.

            


    

     

    
      	
              4.9.6

            	
              Without
      prejudice to or limitation of the obligations of the Borrower under
      clause 4.9.3, in the event that a Swap Bank exercises any of its
      rights under clauses 4.9.1, 4.9.2, 4.9.4 and 4.9.5 and such exercise
      results in all or part of a Transaction being terminated
    such

            


    

     


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    Transaction
or the part thereof terminated (which shall for the purposes hereof be treated
as a separate Transaction) in each case shall be treated under the relevant
Master Swap Agreement in the same manner as if it were a Terminated Transaction
(as defined in Section 14 of the relevant Master Swap Agreement) pursuant
to a Termination Event (as so defined in that Section 14) with the Borrower
being the sole Affected Party (as defined in the relevant Master Swap Agreement)
and, accordingly, the relevant Swap Bank shall be permitted to recover from the
Borrower a payment for early termination calculated in accordance with the
provisions of Section 6(e)(ii) (1) of the relevant Master Swap Agreement in
respect of such Transaction.

     

    5           Commitment
commission, fees and expenses

     

    
      	
              5.1

            	
              Fees

            


    

     

    
      	
               
      

            	
              The
      Borrower shall pay any fees due under the Fee Letter to the Agent (as
      applicable upon the terms and conditions set out in the Fee
      Letter).

            


    

     

    
      	
              5.2

            	
              Expenses

            


    

     

    The
Borrower shall pay to the Finance Parties on a full indemnity basis on demand
all reasonable expenses (including legal, printing and out-of-pocket expenses)
incurred by the Finance Parties:

     

    
      	
              5.2.1

            	
              in
      connection with the negotiation, preparation, execution and, where
      relevant, registration of the Finance Documents and of any amendment or
      extension of or the granting of any waiver or consent under, any of the
      Finance Documents; and

            


    

     

    
      	
              5.2.2

            	
              in
      contemplation of, or otherwise in connection with, the enforcement of, or
      preservation of any rights under, any of the Finance Documents, (including
      without limitation expenses relating to any  inspections of the
      Ships or any of them carried out in accordance with the terms of the
      Mortgages) or otherwise in respect of the moneys owing under any of the
      Finance Documents together with interest at the rate referred to in
      clause 0 from the date on
      which such expenses were incurred to the date of payment (as well after as
      before judgment).

            


    

     

    
      	
              5.3

            	
              Value Added
      Tax

            


    

     

    All
fees and expenses payable pursuant to this clause 5 shall be paid together
with value added tax or any similar tax (if any) properly chargeable
thereon.  Any value added tax chargeable in respect of any services
supplied by any of the Finance Parties under this Agreement shall, on delivery
of the value added tax invoice, be paid in addition to any sum agreed to be paid
hereunder.

     

    5.4       Stamp and other
duties

     

    The
Borrower shall pay all stamp, documentary, registration or other like duties or
taxes (including any duties or taxes payable by any Finance Party) imposed on or
in connection with any of the Underlying Documents, the Finance Documents or the
Facility and shall indemnify the Finance Parties against any liability arising
by reason of any delay or omission by the Borrower to pay such duties or
taxes.

     


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    
      	
              6

            	
              Payments
      and taxes; accounts and
calculations

            


    

     

    6.1        No set-off or
counterclaim

     

    The
Borrower acknowledges that in performing their obligations under this Agreement
the Banks will be incurring liabilities to third parties in relation to the
funding of amounts to the Borrower, such liabilities substantially matching the
liabilities of the Borrower to the Banks and that it is reasonable for the Banks
to be entitled to receive payments from the Borrower gross on the due date in
order that the Banks are put in a position to perform its matching obligations
to the relevant third parties.  Accordingly, all payments to be made
by the Borrower under any of the Finance Documents shall be made in full,
without any set-off or counterclaim whatsoever and, subject as provided in
clause 6.7, free and clear of any deductions or withholdings, in Dollars on
the due date to the account of the Agent or to such account at such bank in such
place as the Agent may from time to time specify for this
purpose.  Save as otherwise provided by any relevant Finance Document,
such payments shall be for the account of all the Banks and the Agent shall
forthwith distribute such payments in like funds as are received by the Agent to
the Banks rateably in accordance with their Commitments or Contributions, as the
case may be.

     

    
      	
              6.2

            	
              Payment by the Banks

            


    

     

    All
sums to be advanced by the Banks to the Borrower under this Agreement in respect
of the Facility shall be remitted in Dollars on the Drawdown Date thereof to the
account of the Agent at such bank as the Agent may have notified to the Banks
and shall be paid by the Agent on such date in like funds as are received by the
Agent to the account of the Borrower as specified in the Drawdown Notice
thereof.

     

    
      	
              6.3

            	
              Agent may assume
      receipt

            


    

     

    Where
any sum is to be paid under any of the Finance Documents to the Agent for the
account of another person, the Agent may assume that the payment will be made
when due and the Agent may (but shall not be obliged to) make such sum available
to the person so entitled.  If it proves to be the case that such
payment was not made to the Agent, then the person to whom such sum was so made
available shall on request refund such sum to the Agent together with interest
thereon sufficient to compensate the Agent for the cost of making available such
sum up to the date of such repayment and the person by whom such sum was payable
shall indemnify the Agent for any and all loss or expense which the Agent may
sustain or incur as a consequence of such sum not having been paid on its due
date.  If such a sum is so paid to the Agent by the Borrower, the
Borrower may assume that the Agent has paid such sum to the other person for
whose account it was paid to the Agent.

     

    6.4        Non-Banking Days

     

    When
any payment under any of the Finance Documents would otherwise be due on a day
which is not a Banking Day, the due date for payment shall be extended to the
next following Banking Day unless such Banking Day falls in the next calendar
month in which case payment shall be made on the immediately preceding Banking
Day.

     

    
      	
              6.5

            	
              Calculations

            


    

     

    All
interest and other payments of an annual nature under any of the Finance
Documents shall accrue from day to day and be calculated on the basis of actual
days elapsed and a 360 day year.

     


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    
      	
              6.6

            	
              Certificates
      conclusive

            


    

     

    Any
certificate or determination of the Agent or any Bank as to any rate of interest
or any other amount pursuant to and for the purposes of any of the Finance
Documents shall, in the absence of manifest error, be conclusive and binding on
the Borrower and (in the case of a certificate or determination by the Agent) on
the Banks.

     

    6.7        Grossing-up for
Taxes

     

    If at
any time the Borrower is required to make any deduction or withholding in
respect of Taxes from any payment due under any of the Finance Documents for the
account of any Bank or the Agent (or if the Agent is required to make any
deduction or withholding from a payment to a Bank), the sum due from the
Borrower in respect of such payment shall be increased to the extent necessary
to ensure that, after the making of such deduction or withholding, each Bank and
the Agent receives on the due date for such payment (and retains, free from any
liability in respect of such deduction or withholding), a net sum equal to the
sum which it would have received had no such deduction or withholding been
required to be made and the Borrower shall indemnify each Bank and the Agent
against any losses or costs incurred by any of them by reason of any failure of
the Borrower to make any such deduction or withholding or by reason of any
increased payment not being made on the due date for such
payment.  The Borrower shall promptly deliver to the Agent and/or the
Banks any receipts, certificates or other proof evidencing the amounts (if any)
paid or payable in respect of any deduction or withholding as
aforesaid.

     

    
      	
              6.8

            	
              Account

            


    

     

    Each
Bank and each Swap Bank shall maintain, in accordance with its usual practice,
an account evidencing the amounts from time to time lent by, owing to and paid
to it under the Finance Documents.  The Agent shall maintain a control
account showing the Facility and other sums owing by the Borrower under the
Finance Documents and all payments in respect thereof made by the Borrower from
time to time.  The control account shall, in the absence of manifest
error, be conclusive as to the amount from time to time owing by the Borrower
under the Finance Documents.

     

    7          Representations and warranties

     

    
      	
              7.1

            	
              Continuing representations and
      warranties

            


    

     

    Subject
to the provisions of clause 7.4, the Borrower represents and warrants to each of
the Finance Parties that:

     

    
      	
              7.1.1

            	
              Due
      incorporation

            


    

     

    
      	
               
      

            	
              the
      Borrower and each of the other Security Parties are duly incorporated and
      validly existing in good standing under the laws of the Marshall Islands,
      in the case of the Borrower, and, in the case of each of the other
      Security Parties, under the laws of their respective countries of
      incorporation as a corporation with limited liability and have power to
      carry on their respective businesses as they are now being conducted and
      to own their respective property and other
  assets;

            


    

     

    
      	
              7.1.2

            	
              Corporate
      power

            


    

     

    
      	
               
      

            	
              the
      Borrower has power to execute, deliver and perform its obligations under
      this Agreement, the Underlying Documents, the Borrower’s Security
      Documents and the other Finance Documents and to borrow the Commitment and
      each of the other Security Parties has power to execute and deliver and
      perform its obligations under the
Finance

            


    

     


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    Documents
and the Underlying Documents to which it is or is to be a party; all necessary
corporate, shareholder and other action has been taken to authorise the
execution, delivery and performance of the same and no limitation on the powers
of the Borrower to borrow will be exceeded as a result of borrowing the
Facility;

     

    
      	
              7.1.3

            	
              Binding
      obligations

            


    

     

    
      	
               
      

            	
              the
      Underlying Documents and the Finance Documents constitute or will, when
      executed, constitute valid and legally binding obligations of the relevant
      Security Parties enforceable in accordance with their respective
      terms;

            


    

     

    
      	
              7.1.4

            	
              No conflict with other
      obligations

            


    

     

    
      	
               
      

            	
              the
      execution and delivery of, the performance of its obligations under, and
      compliance with the provisions of, the Underlying Documents and the
      Finance Documents by the relevant Security Parties will
    not:

            


    

     

    
      	
               
      

            	
              (a)

            	
              contravene
      any existing applicable law, statute, rule or regulation or any judgment,
      decree or permit to which the Borrower or any other Security Party is
      subject;

            


    

     

    
      	
               
      

            	
              (b)

            	
              conflict
      with, or result in any breach of any of the terms of, or constitute a
      default under, any agreement or other instrument to which the Borrower or
      any other Security Party is a party or is subject or by which it or any of
      its property is bound;

            


    

     

    
      	
               
      

            	
              (c)

            	
              contravene
      or conflict with any provision of the memorandum and articles of
      association/articles of incorporation/by-laws/statutes or other
      constitutional documents of the Borrower or any other Security Party;
      or

            


    

     

    
      	
               
      

            	
              (d)

            	
              result
      in the creation or imposition of or oblige the Borrower or any of its
      Related Companies or any other Security Party to create any Encumbrance
      (other than a Permitted Encumbrance) on any of the undertakings, assets,
      rights or revenues of the Borrower or its Related Companies or any other
      Security Party;

            


    

     

    
      	
              7.1.5

            	
              No
      litigation

            


    

     

    
      	
               
      

            	
              no
      litigation, arbitration or administrative proceeding is taking place,
      pending or, to the knowledge of the officers of the Borrower, threatened
      against the Borrower or any of its Related Companies or any other Security
      Party which could have a material adverse effect on the business, assets
      or financial condition of the Borrower or any of its Related Companies or
      any other Security Party;

            


    

     

    
      	
              7.1.6

            	
              No filings
      required

            


    

     

    
      	
               
      

            	
              save
      for the registration of the Mortgages in the relevant Flag States it is
      not necessary to ensure the legality, validity, enforceability or
      admissibility in evidence of the Underlying Documents or any of the
      Finance Documents that they or any other instrument be notarised, filed,
      recorded, registered or enrolled in any court, public office or elsewhere
      in any Relevant Jurisdiction or that any stamp, registration or similar
      tax or charge be paid in any Relevant Jurisdiction on or in relation to
      the Underlying Documents or the Finance Documents and each of the
      Underlying Documents, the Finance Documents is in proper form for its
      enforcement in the courts of each Relevant
  Jurisdiction;

            


    

     


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    
      	
              7.1.7

            	
              Choice
      of law

            


    

     

    
      	
               
      

            	
              the
      choice of English law to govern the Underlying Documents, the Finance
      Documents (other than the Mortgages and the Accounts Pledges and the
      Master Swap Agreement entered into, or as the case may be, to be entered
      into with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (the
      “BTMU Master
      Agreement”)) and the choice of the laws of the relevant Flag State
      to govern each Mortgage and the laws of Germany or The Netherlands (as the
      case may be) to govern the Accounts Pledges or New York to govern the BTMU
      Master Agreement and the submissions by the Security Parties to the
      non-exclusive jurisdiction of the English courts are valid and
      binding;

            


    

     

    
      	
              7.1.8

            	
              No
    immunity

            


    

     

    
      	
               
      

            	
              neither
      the Borrower nor any other Security Party nor any of their respective
      assets is entitled to immunity on the grounds of sovereignty or otherwise
      from any legal action or proceeding (which shall include, without
      limitation, suit, attachment prior to judgement, execution or other
      enforcement);

            


    

     

    
      	
              7.1.9

            	
              Financial
      Statements

            


    

     

    
      	
               
      

            	
              the
      pro forma historical consolidated financial statements of the Borrower’s
      Group for the 2007 Financial Years provided to the Banks in the
      negotiation of this Agreement have been prepared in accordance with GAAP
      which have been consistently applied and present fairly and accurately the
      financial position of the Borrower and the Borrower’s Group and at such
      date neither the Borrower nor any member of the Borrower’s Group had any
      significant liabilities (contingent or otherwise) or any unrealised or
      anticipated losses which are not disclosed by, or reserved against or
      provided for in, such financial
statements;

            


    

     

    
      	
              7.1.10

            	
              Consents
      obtained

            


    

     

    
      	
               
      

            	
              every
      consent, authorisation, licence or approval of, or registration with or
      declaration to, governmental or public bodies or authorities or courts
      required by any Security Party to authorise, or required by any Security
      Party in connection with, the execution, delivery, validity,
      enforceability or admissibility in evidence of each of the Underlying
      Documents, each of the Finance Documents or the performance by each
      Security Party of its obligations under the Underlying Documents, the
      Finance Documents has been obtained or made and is in full force and
      effect and there has been no default in the observance of any of the
      conditions or restrictions (if any) imposed in, or in connection with, any
      of the same; and

            


    

     

    
      	
              7.1.11

            	
              No money
      laundering

            


    

     

    
      	
               
      

            	
              in
      relation to the borrowing by the Borrower of the Facility, the performance
      and discharge of its obligations and liabilities under this Agreement and
      the transactions and other arrangements effected or contemplated by this
      Agreement, the Borrower is acting for its own account and that the
      foregoing will not involve or lead to contravention of any law, official,
      requirement or other regulatory measure or procedure implemented to combat
      “money laundering”
      (as defined in Article 1 of the Directive (91/308/EEC) of the Council of
      the European Communities).

            


    

     

    7.2        Representations and
warranties

     

    Subject
to the provisions of clause 7.4, the Borrower further represents and warrants to
each of the Finance Parties that:

     


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    
      	
              7.2.1

            	
              Pari
    passu

            


    

     

    the
obligations of the Borrower under this Agreement and the Master Swap Agreements
are direct, general and unconditional obligations of the Borrower and rank at
least pari passu with
all other present and future unsecured and unsubordinated Indebtedness of the
Borrower;

     

    
      	
              7.2.2

            	
              No default under other
      Indebtedness

            


    

     

    neither
the Borrower nor any other Security Party is (nor would with the giving of
notice or lapse of time or the satisfaction of any other condition or
combination thereof be) in breach of or in default under any agreement relating
to Indebtedness to which it is a party or by which it may be bound;

     

    7.2.3                 Information

     

    the
factual information furnished by any Security Party to the Banks in connection
with the negotiation and preparation of the Finance Documents are true and
accurate in all material respects and not misleading, as at the date it is
provided or at which it is stated;

     

    7.2.4                 No withholding
Taxes

     

    no
Taxes are imposed by withholding or otherwise on any payment to be made by any
Security Party under the Underlying Documents or the Finance Documents or are
imposed on or by virtue of the execution or delivery by the Security Parties of
the Underlying Documents or the Finance Documents or any other document or
instrument to be executed or delivered under any of the Finance
Documents;

     

    7.2.5                 No Default

     

    no
Default has occurred and is continuing;

     

    7.2.6                 Ship

     

    each Mortgaged Ship will on the date
of this Agreement be:

     

    
      	
               
      

            	
              (a)

            	
              in
      the absolute ownership of the relevant Owner who will on the date of this
      Agreement be the sole, legal and beneficial owner of that
      Ship;

            


    

     

    
      	
               
      

            	
              (b)

            	
              permanently
      or, as the case may be, provisionally registered in the name of the
      relevant Owner under the laws and flag of the relevant Flag State through
      the relevant Registry and the Borrower shall not do and shall procure and
      ensure that each relevant owner shall not do or allow to be done anything
      as a result of which such registration might be cancelled or imperilled;
      and shall not change the name or Registry of the Ship owned by
      it.

            


    

     

    
      	
               
      

            	
              (c)

            	
              operationally
      seaworthy and in every way fit for service;
and

            


    

     

    
      	
               
      

            	
              (d)

            	
              classed
      with the relevant Classification free of all requirements and
      recommendations affecting class of the relevant Classification
      Society;

            


    

     

    
      	
              7.2.7

            	
              Ships’
      employment

            


    

     

    except
as disclosed to the Finance Parties and agreed by the Finance Parties in
writing, no Mortgaged Ship will, on the date of this Agreement be subject to any
charter or

     


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              contract
      or to any agreement to enter into any charter or contract which, if
      entered into after the date of the relevant Mortgage would have required
      the consent of the Agent and on the date of this Agreement and there will
      not be any agreement or arrangement whereby the Earnings for such
      Mortgaged Ship may be shared with any other
  person;

            


    

     

    
      	
              7.2.8

            	
              Freedom from
      Encumbrances

            


    

     

    no
Mortgaged Ship, nor its Earnings, Insurances or Requisition Compensation (each
as defined in the relevant Mortgage) nor its Earnings Account nor any other
properties or rights which are, or are to be, the subject of any of the Security
Documents nor any part thereof will be, on the date of this Agreement for such
Mortgaged Ship, subject to any Encumbrance other than a Permitted
Encumbrance;

     

    
      	
              7.2.9

            	
              Environmental
      matters

            


    

     

    to the best of the knowledge and
belief of the Borrower and its officers:

     

    
      	
               
      

            	
              (a)

            	
              all
      Environmental Laws applicable to any Fleet Vessel have been complied with
      and all consents, licences and approvals required under such Environmental
      Laws have been obtained and complied with;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              no
      Environmental Claim has been made or threatened or is pending against any
      member of the Borrower’s Group or any Fleet Vessel and not fully
      satisfied; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              there
      has been no Environmental Incident;

            


    

     

    
      	
              7.2.10

            	
              No material adverse
      change

            


    

     

    there
has been no material adverse change in the financial position of the Borrower,
any Owner or any member of the Borrower’s Group from the date at which the
latest consolidated financial statements were prepared and made
public;

     

    
      	
              7.2.11

            	
              Parent
      company

            


    

     

    each Owner is a wholly-owned
Subsidiary of the Borrower; and

     

    
      	
              7.2.12

            	
              Copies true and
      complete

            


    

     

    the
copies of each of the Underlying Documents delivered or to be delivered to the
Banks pursuant to clause 9.1 are, or will when delivered be, true and
complete copies of such documents and each of such documents will when delivered
constitute valid and binding obligations of the parties thereto enforceable in
accordance with its terms and there have been no amendments or variations
thereof or defaults thereunder.

     

    
      	
              7.3

            	
              Repetition of representations
      and warranties

            


    

     

    On and
as of the date of the Drawdown Date of the Facility and (except in relation to
the representations and warranties in clause 7.2) on each Interest Payment
Date the Borrower shall (a) be deemed to repeat the representations and
warranties in clauses 7.1 (and so that representation and warranty in
clause 7.1.9 shall for this purpose refer to the then latest audited financial
statements delivered to the Banks under clause 8.1) and 7.2 as if made with
reference to the facts and circumstances existing on such day and (b) be deemed to further
represent and warrant to the Finance Parties that the then latest audited
financial statements delivered to the Finance Parties have been prepared in
accordance with GAAP which have been consistently applied and present fairly and
accurately the financial position of each of the Borrower and the

     


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    Owners
as at the end of the financial period to which the same relate and the results
of the operations of each of the Borrower and the Owners for the financial
period to which the same relate and, as at the end of such financial period,
neither the Borrower nor any Owner had any significant liabilities (contingent
or otherwise) or any unrealised or anticipated losses which are not disclosed
by, or reserved against or provided for in, such financial
statements.

     

    
      	
              7.4

            	
              The
      Banks accept and acknowledge that all representations and warranties
      contained in this clause 7 made by the Borrower with respect to any
      Approved Manager (not being Omega Management Inc. or any other Related
      Company of the Borrower and/or any Owner) are made by the Borrower to the
      best of its information, knowledge and belief, having made due
      enquiry.

            


    

     

    
      	
              8

            	
              Undertakings

            


    

     

    
      	
              8.1

            	
              General

            


    

     

    The
Borrower undertakes with each of the Finance Parties that, from the date of this
Agreement and so long as any moneys are owing under any of the Finance Documents
and while all or any part of the Commitment remains outstanding, it
will:

     

    
      	
              8.1.1

            	
              Notices

            


    

     

    
      	
               
      

            	
              (a)

            	
              promptly
      inform the Agent and each of the Finance Parties of any occurrence of
      which it becomes aware which might adversely affect the ability of any
      Security Party to perform its obligations under any of the Finance
      Documents and/or the Underlying Documents and, without limiting the
      generality of the foregoing, will inform the Agent and each of the Finance
      Parties of any Default forthwith upon becoming aware thereof and will from
      time to time, if so requested by the Agent or any Finance Party, confirm
      to the Agent and each of the Finance Parties in writing that, save as
      otherwise stated in such confirmation, no Default has occurred and is
      continuing; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              promptly
      inform the Agent and each of the Finance Parties of any Environmental
      Incident which might reasonably be expected to adversely affect the
      security position of the Banks and/or Finance
  Parties.

            


    

     

    
      	
              8.1.2

            	
              Consents and
      licences

            


    

     

    without
prejudice to clauses 7.1 and 9 and subject to the proviso below, obtain or
cause to be obtained, maintain in full force and effect and comply in all
material respects with the conditions and restrictions (if any) imposed in, or
in connection with, every consent, authorisation, licence or approval of
governmental or public bodies or authorities or courts and do, or cause to be
done, all other acts and things which may from time to time be necessary or
desirable under applicable law for the continued due performance of all the
obligations of the Security Parties under each of the Finance Documents and the
Underlying Documents Provided always that the undertaking contained in this
clause 8.1.2 given by the Borrower with respect to any Approved Manager (not
being Omega Management Inc. or any other Related Company of the Borrower and/or
any Owner) is given by the Borrower to the best of its information, knowledge
and belief, having made due enquiry;

     

    
      	
              8.1.3

            	
              Use of
      proceeds

               

              use the Facility exclusively
      for the purpose specified in
clause 1.1;

            


    

     

     

     


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    
      	
              8.1.4

            	
              Pari
    passu

            


    

     

    ensure
that its obligations under this Agreement shall, without prejudice to the
provisions of clause 8.2, the other Finance Documents or to the security
intended to be created by the Security Documents at all times rank at least
pari passu with all its
other present and future unsecured and unsubordinated Indebtedness with the
exception of any obligations which are mandatorily preferred by law and not by
contract;

     

    
      	
              8.1.5

            	
              Financial
      statements

            


    

     

    prepare
financial statements of the Borrower and the consolidated financial statements
of the Borrower’s Group and procure that each Owner prepares financial
statements in accordance with GAAP consistently applied in respect of each
Financial Year and cause the same to be reported on by its auditors (which shall
be acceptable to the Agent in its sole discretion) and prepare unaudited
individual management accounts for the Borrower’s Group in respect of each
Financial Quarter on the same basis as the annual statements and deliver as many
copies of the same as the Finance Parties may reasonably require as soon as
practicable but not later than one hundred and eighty (180) days (in the case of
audited financial statements) a ninety (90) days (in the case of unaudited
individual management accounts) after the end of the financial period to which
they relate;

     

    
      	
              8.1.6

            	
              Delivery of
      reports

            


    

     

    deliver
to the Finance Parties as many copies as they may reasonably require of every
material report, circular, notice or like document issued by the Borrower to its
shareholders or creditors generally;

     

    
      	
              8.1.7

            	
              Provision of financial and
      other information

            


    

     

    in the
case of the Borrower, any Owner and any Approved Manager (that is a Related
Company of the Borrower and/or any Owner), deliver and provide to the Finance
Parties, and in the case of any other Security Party, use its best endeavours to
deliver and provide to the Finance Parties:

    


    
      	
               
      

            	
              (a)

            	
              financial
      projections for each Financial Year (to the extent that such financial
      projections are provided to the First Loan Finance
      Parties);

            


    

     

    
      	
               
      

            	
              (b)

            	
              budgets
      for each Financial Year (to the extent that such budgets are provided to
      the First
      Loan Finance Parties);

            


    

     

    
      	
               
      

            	
              (c)

            	
              appraisal
      reports and valuations for each Ship on a semi-annual basis (commencing
      from the date of this Agreement) pursuant to clause 8.2.2, or at any other
      time as the Agent may reasonably require, or, upon the occurrence of a
      Default, upon the request of the
Agent;

            


    

     

    
      	
               
      

            	
              (d)

            	
              copies
      of any filings by the Borrower with, and reports to, the United States
      Securities and Exchange Commission, the SGX-ST and the MAS, and any
      announcement or disclosure made by the Borrower to the SGX-ST and/or the
      MAS;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Compliance
      Certificates at the end of each Financial Quarter (including supporting
      schedules); and

            


    

     

    
      	
               
      

            	
              (f)

            	
              such
      financial and other information concerning the Borrower, the other
      Security Parties and their respective affairs as they may from time to
      time reasonably require;

            


    

     


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    
      8.1.8                    
  Obligations under Finance
Documents

    

     

    duly
and punctually perform each of the obligations expressed to be assumed by it
under the Finance Documents and the Underlying Documents;

     

    
      	
              8.1.9

            	
              Compliance with ISM
      Code

            


    

     

    and
will procure that any Operator will, comply with and ensure that each Mortgaged
Ship and any Operator comply with the requirements of the ISM Code, including
(but not limited to) the maintenance and renewal of valid certificates pursuant
thereto throughout the Security Period;

     

    8.1.10          
    Withdrawal of DOC and
SMC

     

    and
will procure that any Operator will, immediately inform the Agent if there is
any threatened or actual withdrawal of its or an Operator’s DOC or the SMC in
respect of a Mortgaged Ship;

     

    8.1.11             
  Issuance of DOC and
SMC

     

    and
will procure that any Operator will, promptly inform the Agent upon the issue to
the Borrower or any Operator of a DOC and to a Ship of an SMC or the receipt by
any of the Borrower or any Operator of notification that its application for the
same has been refused;

     

    
      	
              8.1.12

            	
              Compliance with ISPS
      Code

            


    

     

    and
will procure that each Mortgaged Ship will comply with the requirements of the
ISPS Code including (but not limited to) the maintenance and renewal of the ISSC
for each Mortgaged Ship pursuant to the ISPS Code and will immediately inform
the Agent if there is any actual or threatened withdrawal of the ISSC for any
Mortgaged Ship;

     

    
      	
              8.1.13

            	
              Interest rate
      hedging

            


    

     

    on or
prior to the Drawdown Date, enter into an interest rate swap or similar hedging
agreement with each Swap Bank whether pursuant to each Master Swap Agreement or
other manner acceptable to the Agent for the purpose of hedging its interest
rate risk with respect to One hundred per cent (100%) of the Facility in amounts
equally divided between each of the Swap Banks and the Borrower further
undertakes to execute such security as the Agent may require in respect of the
Borrower’s obligations under such instrument;

     

    
      	
              8.1.14

            	
              Share
      Charges

            


    

     

    at any
time during the Security Period, execute or procure the execution in favour of
the Agent of a Share Charge with respect to any Owner and the Borrower agrees,
if and when required to do so by the Agent (as instructed by the Banks),
promptly to execute or to procure the execution and delivery to the Agent of all
documents which the Agent may require to obtain the full benefit of such charges
over all of the issued shares in the capital of the Owners;

     

    
      	
              8.1.15

            	
              Owner’s
      Guarantee

            


    

     

    procure
that on or prior to the Drawdown Date of the Facility that the relevant Owner
executes and delivers to the Agent an Owner’s Guarantee;

     


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    
      	
              8.1.16

            	
              Charter
      Assignment

            


    

     

    procure
that the relevant Owner executes and delivers to the Agent a Charter Assignment
relating to any Mortgaged Ship which is the subject of a Charter;

     

    
      	
              8.1.17

            	
              Listing on NASDAQ and/or
      SGX-ST

            


    

     

    
      	
               
      

            	
              (a)

            	
              maintain
      its listing as a public limited company on NASDAQ and/or the main board of
      the SGX-ST and comply with all of the listing rules, laws and regulations
      applicable to public companies listed on NASDAQ and/or the main board of
      the SGX-ST and not to seek any secondary or further listing without the
      prior consent of the Agent;

            


    

     

    
      	
               
      

            	
              (b)

            	
              comply
      with all relevant Singapore laws, regulations and rules, including but not
      limited to the Securities and Futures Act (Chapter 289) of the Statutes of
      the Republic of Singapore and the SGX-ST Listing
  Manual;

            


    

     

    
      	
              8.1.18

            	
              Intra-Group Loan
      Agreements

            


    

     

    procure
that all interest payment dates and all repayment dates relating to the loans
made or to be made pursuant to the Intra-Group Loan Agreements match those of
the Facility drawn down by the Borrower under this Agreement in order to make
each of the said loans available to the Owners and shall procure and ensure that
all sums paid and/or payable by the Owners to the credit of the Earnings
Accounts shall be freely available to the Agent to meet all payments of
principal and interest and all other sums payable by the Borrower to the Finance
Parties pursuant to this Agreement and each of the other Finance
Documents;

     

    
      	
              8.1.19

            	
              Know your customer and money
      laundering compliance and trade sanctions
      compliance

            


    

     

    provide
the Banks with such documents and evidence as the Banks and/or the Swap Banks
shall from time to time require, based on applicable law and regulations from
time to time and the Banks' or either Swap Bank's own “know your customer”
internal guidelines from time to time to identify the Borrower and the other
Security Parties, including the ultimate legal and beneficial owner or owners of
such entities, and any other persons involved or affected by the transaction(s)
contemplated by this Agreement; and

     

    
      	
                    
                8.1.20

              

            	
               

            	
              ensure
      that the Security Parties shall at all times comply with all trade
      sanction laws applicable to the Banks, including United States
      Treasury Department OFAC
Regulations.

            


    

    
      	
               
      

            	 


    

    
      	
              8.2

            	
              Security value
      maintenance

            


    

     

    
      	
              8.2.1

            	
              Security
      shortfall

            


    

     

    If at
any time on or after the Drawdown Date the Security Value shall be less than the
Security Requirement, the Agent may give notice to the Borrower requiring that
such deficiency be remedied and then the Borrower shall (unless a Ship has
become a Total Loss) either:

     

    
      	
               
      

            	
              (a)

            	
              prepay
      within a period of fifteen (15) days of the date of receipt by the
      Borrower of the Agent’s said notice such sum in Dollars as will result in
      the Security Requirement after such prepayment being equal to the Security
      Value; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              within
      thirty (30) days of the date of receipt by the Borrower of the Agent’s
      said notice constitute to the satisfaction of the Banks such further
      security for the Facility as shall

            


    

     


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              be
      acceptable to the Banks having a value for security purposes (as
      determined by the Banks in their absolute discretion) at the date upon
      which such further security shall be constituted which, when added to the
      Security Value, shall not be less than the Security Requirement as at such
      date.

            


    

     

    Clause 4.6
shall apply to prepayments under clause 8.2.10.

     

    
      	
              8.2.2

            	
              Valuation of a
      Ship

            


    

     

    A Ship
shall, for the purposes of this clause 8.2, be valued in Dollars, fifteen
(15) days prior to the Drawdown Date and thereafter on a semi-annual basis but
not later than each date falling in six (6) monthly intervals after the Drawdown
Date and at any time reasonably determined by the Banks.  The value of
a Ship shall be calculated by taking the average of the charterfree evaluations
for such Ship from two (2) Approved Brokers appointed by the Agent (chosen by
the Banks) (such valuations to be made without, unless required by the Agent,
physical inspection and on the basis of a sale for prompt delivery for cash at
arm’s length on normal commercial terms as between a willing buyer and a willing
seller without taking into account the benefit of any charterparty or other
contract of employment concerning such Ship).  Such valuation shall
constitute the value of a Ship for the purposes of this clause 8.2 until
the next following valuation.

     

    The
value of a Ship determined in accordance with the provisions of this
clause 8.2 shall be binding upon the parties hereto until such time as any
further such valuations shall be obtained.

     

    
      	
              8.2.3

            	
              Information

            


    

     

    The
Borrower undertakes to the Finance Parties to supply to the Agent and to any
such shipbrokers such information concerning a Ship and its condition as such
shipbrokers may reasonably require for the purpose of making any such
valuation.

     

    
      	
              8.2.4

            	
              Costs

            


    

     

    All
costs in connection with the Agent obtaining any valuation of a Ship referred to
in clause 8.2.2, and any valuation either of any additional security for
the purposes of ascertaining the Security Value at any time or necessitated by
the Borrower electing to constitute additional security pursuant to
clause 8.2.10 shall be borne by the Borrower.

     

    
      	
              8.2.5

            	
              Valuation of additional
      security

            


    

     

    For the
purpose of this clause 8.2, the market value of any additional security
provided or to be provided to the Banks shall be determined by the Banks in
their absolute discretion without any necessity for the Banks assigning any
reason thereto.

     

    
      	
              8.2.6

            	
              Documents and
      evidence

            


    

     

    In
connection with any additional security provided in accordance with this
clause 8.2, the Banks shall be entitled to receive such evidence and
documents of the kind referred to in Schedule 4 as may in the Banks’ opinion be
appropriate and such favourable legal opinions as the Banks shall in their
absolute discretion require.

     

    
      	
              8.3

            	
              Negative
      undertakings

            


    

     

    The
Borrower undertakes with each of the Finance Parties that, from the date of this
Agreement and so long as any moneys are owing under the other Finance Documents
and while all or any

     


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    part of
the Commitment remains outstanding, it will not and will procure that each Owner
will not without the prior written consent of the Agent:

     

    
      	
              8.3.1

            	
              Negative
      pledge

            


    

     

    permit
any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be
created or extended over all or any part of its present or future undertakings,
assets, rights or revenues (including, but not limited to the Borrower’s rights
against either Swap Bank under any Transactions and/or either Master Swap
Agreement or all or part of the Borrower’s interest in any amounts payable to
the Borrower by the Bank under any Transaction and/or either Master Swap
Agreement) to secure or prefer any present or future Indebtedness or other
liability or obligation of the Borrower or any other person;

     

    
      	
              8.3.2

            	
              No
  merger

            


    

     

    to the
extent permitted by law, merge or consolidate with any other
person;

     

    
      	
              8.3.3

            	
              Disposals

            


    

     

    sell,
transfer, abandon, lend or otherwise dispose of or cease to exercise direct
control over any part (being either alone or when aggregated with all other
disposals falling to be taken into account pursuant to this clause 8.3.3
material in the opinion of the Banks in relation to the undertakings, assets,
rights and revenues of the Borrower’s Group) of its present or future
undertakings, assets, rights or revenues (otherwise than by transfers, sales or
disposals for full consideration in the ordinary course of trading) whether by
one or a series of transactions related or not;

     

    
      	
              8.3.4

            	
              Other
      business

            


    

     

    undertake
any business other than the ownership and operation of the Ships and the
chartering of the Ships to third parties;

     

    
      	
              8.3.5

            	
              Acquisitions

            


    

     

    acquire
any further assets other than the Ships and rights arising under contracts
entered into by or on behalf of the Borrower or any Owner in the ordinary course
of its business of owning, operating and chartering any Ship;

     

    
      	
              8.3.6

            	
              Other
      obligations

            


    

     

    incur
any obligations except for obligations arising under the Underlying Documents,
the Finance Documents or contracts entered into in the ordinary course of its
business of owning, operating and chartering the Ships;

     

    
      	
              8.3.7

            	
              No
    borrowing

            


    

     

    the
Owners or any of them incur any Borrowed Money except for Borrowed Money
pursuant to the Finance Documents and the First Loan Security
Documents;

     

    
      	
              8.3.8

            	
              Repayment of
      borrowings

            


    

     

    
      	
               
      

            	
              the
      Owners or any of them repay the principal of, or pay interest on or any
      other sum in connection with any of its Borrowed Money except for Borrowed
      Money pursuant to the Finance Documents and the First Loan Security
      Documents;

            


    

     


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    
      	
              8.3.9

            	
              Guarantees

            


    

     

    
      	
               
      

            	
              issue
      any guarantees or indemnities or otherwise become directly or contingently
      liable for the obligations of any person, firm, or corporation except
      pursuant to the Finance Documents and except for guarantees or indemnities
      from time to time required in the ordinary course by any protection and
      indemnity or war risks association with which the Ships is entered,
      guarantees required to procure the release of a Ship from any arrest,
      detention, attachment or levy or guarantees or undertakings required for
      the salvage of such Ship);

            


    

     

    
      	
              8.3.10

            	
              Loans

            


    

     

    
      	
               
      

            	
              make
      any loans (other than the loans under the Intra-Group Loan Agreements) or
      grant any credit (save for normal trade credit in the ordinary course of
      business) to any person or agree to do so and in the case of the loans to
      be made under the Intra-Group Loan Agreements, the Borrower will not
      without the prior written agreement of the Agent and except as envisaged
      in clause 14.4 accept any repayments of principal or interest or other
      sums due or payable thereunder or take any action against any
      Owner;

            


    

     

    
      	
              8.3.11

            	
              Sureties

            


    

     

    
      	
               
      

            	
              permit
      any Indebtedness of the Borrower to any person (other than the Banks) to
      be guaranteed by any person (save for guarantees or indemnities from time
      to time required in the ordinary course by any protection and indemnity or
      war risks association with which any Ship is entered, guarantees required
      to procure the release a Ship from any arrest, detention, attachment or
      levy or guarantees or undertakings required for the salvage of such
      Ship);

            


    

     

    
      	
              8.3.12

            	
              Share
      capital

            


    

     

    
      	
               
      

            	
              purchase
      or otherwise acquire for value any shares of its
  capital;

            


    

     

    
      	
              8.3.13

            	
              Dividends and distribution;
      Reduction or loss of capital

            


    

     

    
      	
               
      

            	
              declare
      or pay any dividends or distribute any of its present or future assets,
      undertakings, rights or revenues to any of its shareholders or convene a
      meeting for the purpose of passing any resolution to purchase, reduce or
      redeem any of its share capital:

            


    

     

    
      	
               
      

            	
              (a)

            	
              where
      an Event of Default has occurred and is continuing or would occur as a
      result of or following the declaration of such dividend;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              where
      the Fleet Market Value is less than one hundred twenty five per cent
      (125%) of the aggregate of the Facility and the First
  Loan;

            


    

     

    
      	
               
      

            	
              (c)

            	
              without
      submitting a Compliance Certificate to the Agent at least five (5) Banking
      Days in advance of the date upon which it intends to declare any dividends
      or distribute any of its present or future assets, undertakings, rights or
      revenues to any of its
shareholders;

            


    

     

    
      	
              8.3.14

            	
              Subsidiaries and
      parent

            


    

     

    
      	
               
      

            	
              cease
      to legally and beneficially own 100% of the issued shares in the capital
      of the Owners, whether directly or indirectly;
  and

            


    

     


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    


     

    
      	
              8.3.15

            	
              Financial
      Year

            


    

     

    
      	
               
      

            	
              make
      any change to the Financial Year for the Borrower or any member of the
      Borrower’s Group.

            


    

     

    
      	
              8.4

            	
              Ship
      undertakings

            


    

     

    In
relation to each Ship, the Borrower undertakes and agrees with each of the
Finance Parties that it will or will procure that the relevant Owner
will:

     

    
      	
              8.4.1

            	
              Assignment of
      Earnings

            


    

     

    
      	
               
      

            	
              not
      assign or agree to assign otherwise than to the Agent and the First Loan
      Agent the Earnings of each Ship or any part
  thereof;

            


    

     

    
      	
              8.4.2

            	
              Chartering

            


    

     

    The
Borrower shall procure that no Owner in relation to the Ship owned by it let or
agree to let such Ship:

     

    
      	
               
      

            	
              (a)

            	
              on
      demise charter for any period; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              other
      than pursuant to any relevant Charter by any time or consecutive voyage
      charter for a term which exceeds or which by virtue of any optional
      extensions therein contained may exceed eleven (11) months’ duration;
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              on
      terms whereby more than two (2) months’ hire (or the equivalent) is
      payable in advance; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              below
      the market rate prevailing at the time when such Ship is fixed or other
      than on arms length terms; and

            


    

     

    
      	
              8.4.3

            	
              Approved
      Manager

            


    

     

    not to
appoint a manager of a Ship (other than the relevant Approved Manager(s)) or
terminate or amend the terms of any Management Agreement.

     

    
      	
              8.5

            	
              Financial Covenants

            


    

     

    For the
purposes of clause 8.5 the following expressions shall have the following
meanings:

     

    “Cash” means free and available
negotiable money, orders, cheques and bank balances and deposits but to exclude
(a) any cash that is specifically blocked and charged and (b) cash standing to
the credit of any blocked account and charged to the Agent pursuant to this
Agreement;

     

    “Cash Equivalent Investments”
means at any time:

     

    
      	
               
      

            	
              (a)

            	
              certificates
      of deposit maturing within one year after the relevant date of calculation
      and issued by a bank or financial institution acceptable to the
      Agent;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      investment in marketable debt obligations issued or guaranteed by the
      government of the United States of America, the United Kingdom, any member
      state of the European

            


    

     


    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Economic
      Area or any Participating Member State or by an instrumentality or agency
      of any of them having an equivalent credit rating, maturing within one
      year after the relevant date of calculation and not convertible or
      exchangeable to any other security;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      other debt security approved by the
Agent,

            


    

     

    in each
case, to which any member of the Borrower’s Group is beneficially entitled at
that time and which is not issued or guaranteed by any member of the Borrower’s
Group or subject to any Encumbrance (other than one arising under the Security
Documents).

     

     “EBITDA” means, in respect of
any period, the consolidated profit on ordinary activities of the Borrower’s
Group before Taxation for such period:

     

    
      	
               
      

            	
              (a)

            	
              adjusted
      to exclude Interest Receivable and Interest Payable and other similar
      income or costs to the extent not already
  excluded;

            


    

     

    
      	
               
      

            	
              (b)

            	
              adjusted
      to exclude any gain or loss realised on the disposal of fixed assets
      (whether tangible or intangible);

            


    

     

    
      	
               
      

            	
              (c)

            	
              after
      adding back depreciation;

            


    

     

    
      	
               
      

            	
              (d)

            	
              adjusted
      to exclude any exceptional or extraordinary costs or
    income;

            


    

     

    
      	
               
      

            	
              (e)

            	
              after
      deducting any profit arising out of the release of any provisions against
      a liability or charge;

            


    

     

    “Finance Lease” means any lease
under which a member of the Borrower’s Group is the lessee which is or should be
treated as a finance lease under GAAP (and includes any hire purchase contract
or other arrangement which is similarly treated);

     

    “Financial Quarter” means each
period of approximately three (3) months commencing on the day after a Financial
Quarter Day and ending on the next following Financial Quarter Day;

     

    “Financial Quarter Day” means
31 March, 30 June, 30 September and 31 December in any year;

     

    “Financial Year” means the
annual accounting period of the Borrower’s Group ending on 31 December in
each year;

     

    “Interest” means, in respect of
any specified Borrowed Money, all continuing regular or periodic costs, charges
and expenses incurred in effecting, servicing or maintaining such Borrowed Money
including:

     

    
      	
               
      

            	
              (a)

            	
              gross
      interest, commitment fees, discount and acceptance fees and guarantee,
      fronting and ancillary facility fees payable or incurred on any form of
      such Borrowed Money;

            


    

     

    
      	
               
      

            	
              (b)

            	
              repayment
      and prepayment premiums payable or incurred in repaying or prepaying such
      Borrowed Money; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      interest element of Finance Leases,

            


    

     

    but
excluding, in respect of such Borrowed Money, agency and arrangement fees or
other up-front fees;

     

    “Interest Payable” means, in
respect of any period, the aggregate (calculated on a consolidated basis)
of:

     


    
      
         


      

      
        42

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              the
      amounts charged and posted (or estimated to be charged and posted) as a
      current accrual accrued during such period in respect of members of the
      Borrower’s Group by way of Interest on all Borrowed Money, but excluding
      any amount accruing as interest in-kind (and not as cash pay) to the
      extent capitalised as principal during such period;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              net
      payments in relation to interest rate or currency hedging arrangements in
      respect of Borrowed Money (after deducting net income in relation to such
      interest rate or currency hedging
arrangements);

            


    

     

    “Interest Receivable” means, in
respect of any period, the amount of Interest accrued on cash balances of the
Borrower’s Group (including the amount of interest accrued on the Earnings
Accounts, to the extent that the account holder is entitled to receive such
interest) during such period;

     

    “Leverage Ratio” means the
ratio of Net Debt to Net Capitalization of the Borrower;

     

    “Minimum Liquidity” means, at
any time in respect of the Borrower, the minimum amount of Cash and Cash
Equivalent Investments (excluding at any time any balance deposited in the
Retention Account in accordance with clause 14.4) which is equal to the higher
of Five million Dollars ($5,000,000); and

     

    “Relevant Period” means each
rolling period of twelve (12) months ending on a Financial Quarter.

     

    The
Borrower undertakes with each of the Finance Parties that, from the date of this
Agreement and so long as any moneys are owing under any of the Finance Documents
and while all or any part of the Commitment remains outstanding, it
will:

     

    
      	
              8.5.1

            	
              Leverage
      Ratio

            


    

     

    
      	
               
      

            	
              maintain
      a Leverage Ratio of not more than seventy per cent
  (70%);

            


    

     

    
      	
              8.5.2

            	
              Minimum
      Liquidity

            


    

     

    
      	
               
      

            	
              maintain
      on a consolidated basis Minimum
Liquidity;

            


    

     

    
      	
              8.5.3

            	
              Interest
      coverage

            


    

     

    
      	
               
      

            	
              maintain
      a ratio of EBITDA to Interest Payable on a trailing four (4) Financial
      Quarter basis of not less than 2.00 to
1.00;

            


    

     

    
      	
              8.5.4

            	
              Security Value
      Maintenance

            


    

     

    
      	
               
      

            	
              ensure
      that at all times the Security Value is not less than the Security
      Requirement; and

            


    

     

    
      	
              8.5.5

            	
              Compliance
      Certificate

            


    

     

    
      	
               
      

            	
              deliver
      to the Agent within ninety (90) days of the end of each Financial Quarter
      a Compliance Certificate issued and signed by the Borrower’s Chief
      Financial Officer certifying that the covenants contained in this clause
      8.5 are being complied with and providing full calculations supporting
      such compliance derived from the then latest financial statements of the
      Borrower’s Group as lodged with the Securities and
  Exchange

            


    

     


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    Commission
of the United States by way of Form 20-F/6-K and/or the SGX-ST, such certificate
to be substantially in the form set out in Schedule 6.

     

    
      	
              8.6

            	
              Financial
      testing

            


    

     

    The
covenants in clause 8.5 shall be tested each Financial Quarter and details of
compliance (or non-compliance) shall be provided to the Agent in accordance with
clause 8.5.5.

     

    
      	
              9

            	
              Conditions

            


    

     

    
      	
              9.1

            	
              Documents and
      evidence

            


    

     

    
      	
              9.1.1

            	
              Commitment

            


    

     

    
      	
               
      

            	
              The
      obligation of the Banks to make the Commitment available shall be subject
      to the condition that the Agent, or its duly authorised representative,
      shall have received the documents and evidence set out in Part 1 of
      Schedule 4.

            


    

     

    
      	
              9.1.2

            	
              Facility

            


    

     

    
      	
               
      

            	
              The
      obligation of the Banks to make the Facility available shall be subject to
      the condition that the Agent or its duly authorised representative shall
      have received not later than two (2) Banking Days before the day on which
      the Drawdown Notice is given, the documents and evidence specified in Part
      2 of Schedule 4 in form and substance satisfactory to the Banks, provided
      that this Agreement and all other Finance Documents shall have been
      executed.

            


    

     

    
      	
              9.2

            	
              General conditions
      precedent

            


    

     

    The
obligation of the Banks to make the Facility shall be subject to the further
conditions that, at the time of the giving of the Drawdown Notice and at the
time of the making of the Facility:

     

    
      	
              9.2.1

            	
              the
      representations and warranties contained in (i) clauses 7.1, 7.2 and
      7.3 and (ii) clauses 4.1 and 4.3 of each Owner’s Guarantee are true
      and correct on and as of each such time as if each was made with respect
      to the facts and circumstances existing at such time;
  and

            


    

     

    
      	
              9.2.2

            	
              no
      Default shall have occurred and be continuing or would result from the
      making of the Facility.

            


    

     

    
      	
              9.3

            	
              Waiver of conditions
      precedent

            


    

     

    The
conditions specified in this clause 9 are inserted solely for the benefit
of the Banks and may be waived by the Banks in whole or in part and with or
without conditions.

     

    
      	
              9.4

            	
              Further conditions
      precedent

            


    

     

    Not
later than five (5) Banking Days prior to the Drawdown Date and at any time
during the Security Period, the Banks may request and the Borrower shall, not
later than two (2) Banking Days prior to the Drawdown Date or after such
request, deliver to the Banks on such request further favourable certificates
and/or opinions as to any or all of the matters which are the subject of
clauses 7, 8, 9 and 10 and clauses 4 and 5 of each Owner’s
Guarantee.

     


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    
      	
              10

            	
              Events of Default

            


    

     

    
      	
              10.1

            	
              Events

            


    

     

    There shall be an Event of Default
if:

     

    
      	
              10.1.1

            	
              Non-payment: any
      Security Party fails to pay any sum payable by it under any of the Finance
      Documents or the Underlying Documents at the time, in the currency and in
      the manner stipulated in the Finance Documents or the Underlying Documents
      (and so that, for this purpose, sums payable on demand shall be treated as
      having been paid at the stipulated time if paid within three (3) Banking
      Days of demand); or

            


    

     

    
      	
              10.1.2

            	
              Master Swap Agreements:
      (a) an Event of Default or Potential Event of Default (in each case as
      defined in each Master Swap Agreement) has occurred and is continued under
      such Master Swap Agreement or (b) an Early Termination Date (as defined in
      each Master Swap Agreement) has occurred or been or become capable of
      being effectively designated under such Master Swap Agreement or (c) a
      person entitled to do so gives notice of an Early Termination Date under
      Section 6(b)(iv) of either Master Swap Agreement or (d) either Master
      Swap Agreement is terminated, cancelled, suspended, rescinded or revoked
      or otherwise ceases to remain in full force and effect for any reason;
      or

            


    

     

    
      	
              10.1.3

            	
              Breach of Insurance and certain
      other obligations: the Borrower or any Owner fails to obtain and/or
      maintain the Insurances (as defined in, and in accordance with the
      requirements of, the Finance Documents) for a Ship or if any insurer in
      respect of such Insurances cancels the Insurances or disclaims liability
      by reason, in either case, of mis-statement in any proposal for the
      Insurances or for any other failure or default on the part of the Borrower
      or any Owner or any other person or the Borrower or any Owner commits any
      breach of or omits to observe any of the obligations or undertakings
      expressed to be assumed by it under clauses 8.2 or 8.3 or 8.4;
      or

            


    

     

    
      	
              10.1.4

            	
              Breach of other
      obligations: any Security Party commits any breach of or omits to
      observe any of its obligations or undertakings (including, without
      limitation, any Financial Covenant) expressed to be assumed by it under
      any of the Finance Documents or any of the Underlying Documents (other
      than those referred to in clauses 10.1.1 and 10.1.3 above) and, in
      respect of any such breach or omission which in the opinion of the Banks
      is capable of remedy, such action as the Banks may require shall not have
      been taken within fourteen (14) days of the Banks notifying the relevant
      Security Party of such default and of such required action;
    or

            


    

     

    
      	
              10.1.5

            	
              Misrepresentation: any
      representation or warranty made or deemed to be made or repeated by or in
      respect of any Security Party in or pursuant to any of the Finance
      Documents or in any notice, certificate or statement referred to in or
      delivered under any of the Finance Documents or any of the Underlying
      Documents is or proves to have been incorrect or misleading in any
      material respect; or

            


    

     

    
      	
              10.1.6

            	
              Cross-default: any
      Indebtedness of any Security Party in excess in aggregate of Ten million
      Dollars ($10,000,000) is not paid when due or any Indebtedness of any
      Security Party becomes (whether by declaration or automatically in
      accordance with the relevant agreement or instrument constituting the
      same) due and payable prior to the date when it would otherwise have
      become due (unless as a result of the exercise by the relevant Security
      Party of a voluntary right of prepayment), or any creditor of any Security
      Party becomes entitled to declare any such Indebtedness due and payable or
      any facility or commitment available to any Security Party relating to
      Indebtedness is withdrawn, suspended or cancelled by reason of any default
      (however described) of the person concerned unless the relevant Security
      Party shall have satisfied the Banks that
such

            


    

     


    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    withdrawal,
suspension or cancellation will not affect or prejudice in any way the relevant
Security Party’s ability to pay its debts as they fall due and fund its
commitments, or any guarantee given by any Security Party in respect of
Indebtedness is not honoured when due and called upon; or

     

    
      	
              10.1.7

            	
              Legal process: any
      judgment or order made against any Security Party is not stayed or
      complied with within seven (7) days or a creditor attaches or takes
      possession of, or a distress, execution, sequestration or other process is
      levied or enforced upon or sued out against, any of the undertakings,
      assets, rights or revenues of any Security Party and is not discharged
      within seven (7) days; or

            


    

     

    
      	
              10.1.8

            	
              Insolvency: the Borrower
      or any Owner is unable or admits inability to pay its debts as they fall
      due; suspends making payments on any of its debts or announces an
      intention to do so; becomes insolvent; has assets the value of which is
      less than the value of its liabilities (taking into account contingent and
      prospective liabilities); or suffers the declaration of a moratorium in
      respect of any of its Indebtedness;
or

            


    

     

    
      	
              10.1.9

            	
              Winding up: any
      corporate action, legal proceedings or other procedure or step is taken
      for the purpose of winding up any Security Party or an order is made or
      resolution passed for the winding up of any Security Party or a notice is
      issued convening a meeting for the purpose of passing any such resolution;
      or

            


    

     

    
      	
              10.1.10

            	
              Administration: any
      petition is presented, notice given or other step is taken for the purpose
      of the appointment of an administrator of any Security Party or the Banks
      and/or the Agent believe that any such petition or other step is imminent
      or an administration order is made in relation to any Security Party;
      or

            


    

     

    
      	
              10.1.11

            	
              Appointment of receivers and
      managers: any administrative or other receiver is appointed of any
      Security Party or any part of its assets and/or undertaking or any other
      steps are taken to enforce any Encumbrance over all or any part of the
      assets of any Security Party; or

            


    

     

    
      	
              10.1.12

            	
              Compositions: any
      corporate action, legal proceedings or other procedures or steps are
      taken, or negotiations commenced, by any Security Party or by any of its
      creditors with a view to the general readjustment or rescheduling of all
      or part of its indebtedness or to proposing any kind of composition,
      compromise or arrangement involving such company and any of its creditors;
      or

            


    

     

    
      	
              10.1.13

            	
              Analogous proceedings:
      there occurs, in relation to any Security Party, in any country or
      territory in which any of them carries on business or to the jurisdiction
      of whose courts any part of their assets is subject, any event which, in
      the reasonable opinion of the Banks and/or the Agent, appears in that
      country or territory to correspond with, or have an effect equivalent or
      similar to, any of those mentioned in clauses 10.1.7 to 10.1.12
      (inclusive) or any Security Party otherwise becomes subject, in any such
      country or territory, to the operation of any law relating to insolvency,
      bankruptcy or liquidation; or

            


    

     

    
      	
              10.1.14

            	
              Cessation of business:
      any Security Party suspends or ceases or threatens to suspend or cease to
      carry on its business; or

            


    

     

    
      	
              10.1.15

            	
              Seizure: all or a
      material part of the undertaking, assets, rights or revenues of, or shares
      or other ownership interests in, any Security Party are seized,
      nationalised, expropriated or compulsorily acquired by or under the
      authority of any government; or

            


    

     

    
      	
              10.1.16

            	
              Invalidity: any of the
      Finance Documents or any of the Underlying Documents shall at any time and
      for any reason become invalid or unenforceable or otherwise cease
      to

            


    

     


    
      
         


      

      
        46

        
          

        

      

      
         


      

    


    remain
in full force and effect, or if the validity or enforceability of any of the
Finance Documents or any of the Underlying Documents shall at any time and for
any reason be contested by any Security Party which is a party thereto, or if
any such Security Party shall deny that it has any, or any further, liability
thereunder; or

     

    
      	
              10.1.17

            	
              Unlawfulness: it becomes
      impossible or unlawful at any time for any Security Party, to fulfil any
      of the covenants and obligations expressed to be assumed by it in any of
      the Finance Documents, either Master Swap Agreement or any of the
      Underlying Documents or for the Agent or the Banks to exercise the rights
      or any of them vested in them under any of the Finance Documents or any
      Underlying Documents or otherwise;
or

            


    

     

    
      	
              10.1.18

            	
              Repudiation: any
      Security Party repudiates any of the Finance Documents or any of the
      Underlying Documents or does or causes or permits to be done any act or
      thing evidencing an intention to repudiate any of the Finance Documents or
      any of the Underlying Documents; or

            


    

     

    
      	
              10.1.19

            	
              Encumbrances
      enforceable: any Encumbrance (other than Permitted Liens) in
      respect of any of the property (or part thereof) which is the subject of
      any of the Security Documents becomes enforceable;
  or

            


    

     

    
      	
              10.1.20

            	
              Material adverse change:
      there occurs, in the opinion of the Banks and/or the Agent, a material
      adverse change in the financial condition of any Security Party as
      described by the Borrower or any Security Party to the Banks and/or the
      Agent in the negotiation of this Agreement;
or

            


    

     

    
      	
              10.1.21

            	
              Arrest: any Ship is
      arrested, confiscated, seized, taken in execution, impounded, forfeited,
      detained in exercise or purported exercise of any possessory lien or other
      claim or otherwise taken from the possession of the Borrower or Owner and
      the Borrower or Owner shall fail to procure the release of such Ship
      within a period of fourteen (14) days thereafter;
  or

            


    

     

    
      	
              10.1.22

            	
              Registration: the
      registration of any Ship under the laws and flag of the Flag State is
      cancelled or terminated without the prior written consent of the
      Agent;

            


    

     

    
      	
              10.1.23

            	
              Unrest: any of the Flag
      States becomes involved in hostilities or civil war or there is a seizure
      of power in any of the Flag States by unconstitutional means if, in any
      such case, such event could in the opinion of the Banks and/or the Agent
      reasonably be expected to have a material adverse effect on the security
      constituted by any of the Security Documents;
or

            


    

     

    
      	
              10.1.24

            	
              Environmental Incidents:
      there is an Environmental Incident which gives rise, or may give rise, to
      an Environmental Claim which could, in the opinion of the Banks and/or the
      Agent be expected to have a material adverse effect (i) on the business,
      assets, operations, property or financial condition of any Security Party
      or the Borrower’s Group taken as a whole or (ii) on the security
      constituted by any of the Security Documents or the enforceability of that
      security in accordance with its terms;
or

            


    

     

    
      	
              10.1.25

            	
              P&I: the Borrower or
      any Owner or any other person fails or omits to comply with any
      requirements of the protection and indemnity association or other insurer
      with which a Ship is entered for insurance or insured against protection
      and indemnity risks (including oil pollution risks) to the effect that any
      cover (including, without limitation, any cover in respect of liability
      for Environmental Claims arising in jurisdictions where such Ship operates
      or trades) is or may be liable to cancellation, qualification or exclusion
      at any time; or

            


    

     


    
      
         


      

      
        47

        
          

        

      

      
         


      

    


    
      	
              10.1.26

            	
              Parent company: any
      Owner ceases to be a wholly-owned Subsidiary of the Borrower or the
      Borrower (without the prior written consent of the Agent) ceases to be a
      listed company on NASDAQ and/or the main board of the SGX-ST;
      or

            


    

     

    
      	
                    
                10.1.27
 
      

            	
               

            


    

    
      	
              10.1.27

            	
              Termination or variation of a
      Charter: a Charter is terminated for any reason whatsoever or a
      Charter is frustrated or varied in any manner not permitted by or pursuant
      to the relevant Charter Assignment or this Agreement;
  or

            


    

     

    
      	
              10.1.28

            	
              Material events: any
      other event occurs or circumstance arises which, in the opinion of the
      Banks and/or the Agent, is likely materially and adversely to affect
      either

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      ability of any Security Party to perform all or any of its obligations
      under or otherwise to comply with the terms of any of the Finance
      Documents; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      security created by any of the Security Documents;
  or

            


    

     

    
      	
              10.1.29

            	
              Intra-Group Loans
      Agreements:  the Borrower demands or accepts any
      repayments of principal or interest or any other sum payable under the
      Intra-Group Loan Agreements save as envisaged by clause 14.5 or takes any
      action against any Owner without the prior written consent of the Agent;
      or

            


    

     

    
      	
              10.1.30

            	
              First Loan
      Agreement:  an event of default occurs under and as
      defined in the First Loan Agreement or any of the First Loan Security
      Documents.

            


    

     

    The
Banks further agree, that in relation to any Event(s) of Default that relate
solely to any Approved Manager (or any other Related Company of the Borrower
and/or any Owner (which have not arisen, whether directly or indirectly as a
result of any act or omission on the part of the Borrower and/or any Owner))
such Event(s) of Default may be remedied by the Borrower and/or any relevant
Owner replacing the Approved Manager which has caused the relevant Event(s) of
Default to arise with such other manager as shall be acceptable to the Banks in
their sole discretion within such time period as the Banks shall notify the
Borrower.

     

    
      	
              10.2

            	
              Acceleration

            


    

     

    The
Agent may, with the prior approval of the Majority Banks and without prejudice
to any other rights of the Banks, at any time after the happening of an Event of
Default by notice to the Borrower declare that:

     

    
      	
              10.2.1

            	
              the
      obligation of each Bank to make its Commitment available shall be
      terminated, whereupon the Commitment of each Bank shall be reduced to zero
      forthwith; and/or

            


    

     

    
      	
              10.2.2

            	
              the
      Facility and all interest and commitment commission accrued and all other
      sums payable under the Finance Documents have become due and payable,
      whereupon the same shall, immediately or in accordance with the terms of
      such notice, become due and
payable.

            


    

     

    10.3      Demand basis

     

    If,
pursuant to clause 10.2.2, the Agent declares the Facility to be due and
payable on demand, the Agent may (with the prior approval of the Majority Banks)
by written notice to the Borrower:

     


    
      
         


      

      
        48

        
          

        

      

      
         


      

    


    
      	
              10.3.1

            	
              call
      for repayment of the Facility on such date as may be specified whereupon
      the Facility shall become due and payable on the date so specified
      together with all interest and commitment commission accrued and all other
      sums payable under this Agreement;
or

            


    

     

    
      	
              10.3.2

            	
              withdraw
      such declaration with effect from the date specified in such
      notice.

            


    

     

    
      	
              11

            	
              Indemnities

            


    

     

    11.1      Miscellaneous
indemnities

     

    The
Borrower shall on demand indemnify each Finance Party, without prejudice to any
of their other rights under any of the Finance Documents, against any loss
(including loss of Margin) or expense which the Finance Parties shall certify as
sustained or incurred by it as a consequence of:

     

    
      	
              11.1.1

            	
              any
      default in payment by the Borrower of any sum under any of the Finance
      Documents when due;

            


    

     

    
      	
              11.1.2

            	
              the
      occurrence of any other Event of
Default;

            


    

     

    
      	
              11.1.3

            	
              any
      prepayment of the Facility or part thereof being made under
      clause 4.2, 4.4, 8.2.1 or 12.1, or any other repayment of the
      Facility or part thereof being made otherwise than on an Interest Payment
      Date relating to the part of the Facility prepaid or repaid;
      or

            


    

     

    
      	
              11.1.4

            	
              the
      Facility not being made for any reason (excluding any default by the Agent
      or any Bank) after the Drawdown Notice in relation thereto has been
      given,

            


    

     

    
      	
               
      

            	
              including,
      in any such case, but not limited to, any loss or expense sustained or
      incurred by any Bank in maintaining or funding its Contribution or any
      part thereof or in liquidating or re-employing deposits from third parties
      acquired to effect or maintain its Contribution or any part thereof or any
      other amount owing to such Bank Provided always that no such indemnity
      shall be payable in the case where such loss or expenses sustained or
      incurred has arisen as a result of the gross negligence or wilful
      misconduct of the Finance Parties.

            


    

     

    11.2      Currency
indemnity

     

    If any
sum due from the Borrower under any of the Finance Documents or any order or
judgment given or made in relation thereto has to be converted from the currency
(the “first currency”)
in which the same is payable under the relevant Finance Document or under such
order or judgment into another currency (the “second currency”) for the
purpose of:

     

    
      	
              11.2.1

            	
              making
      or filing a claim or proof against the
Borrower;

            


    

     

    
      	
              11.2.2

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

            


    

     

    
      	
              11.2.3

            	
              enforcing
      any order or judgment given or made in relation to any of the Finance
      Documents, the Borrower shall indemnify and hold harmless the Agent and
      each Bank from and against any loss suffered as a result of any difference
      between:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      rate of exchange used for such purpose to convert the sum in question from
      the first currency into the second currency;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      rate or rates of exchange at which the Agent and/or any Bank may in the
      ordinary course of business purchase the first currency with the second
      currency upon receipt of a sum paid to it in satisfaction, in whole or in
      part, of any such

            


    

     


    
      
         


      

      
        49

        
          

        

      

      
         


      

    


    order,
judgment, claim or proof.  Any amount due from the Borrower under this
clause 11.2 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 any of the
Finance Documents and the term “rate of exchange” includes any
premium and costs of exchange payable in connection with the purchase of the
first currency with the second currency.

     

    
      	
              11.3

            	
              Environmental
      indemnity

            


    

     

    The
Borrower shall indemnify each Finance Party on demand in respect of all costs,
claims, losses, demands, liabilities, penalties and fines, of whatever nature
(including, without limitation, those arising under Environmental Laws) which
may be incurred or made against any Finance Party at any time relating to, or
arising directly or indirectly in any manner or for any cause or reason
whatsoever out of an Environmental Claim made or asserted against any Finance
Party which would or could not have been brought if such Finance Party had not
entered into any of the Finance Documents or been involved in any of the
transactions contemplated by the Finance Documents.

     

    
      	
              12

            	
              Unlawfulness
      and increased costs

            


    

     

    
      	
              12.1

            	
              Unlawfulness

            


    

     

    If it
is or becomes contrary to any law or regulation for any Bank to make the
Facility to, or to maintain its Commitment or fund its Contribution such Bank
shall promptly, through the Agent, give notice to the Borrower
whereupon:

     

    
      	
              12.1.1

            	
              such
      Bank's Commitment shall be reduced to zero;
and

            


    

     

    
      	
              12.1.2

            	
              the
      Borrower shall be obliged to prepay the Contribution of such Bank
      either:

            


    

     

    
      	
               
      

            	
              (a)

            	
              forthwith;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              on
      a future specified date not being earlier than the latest date permitted
      by the relevant law or regulation together with interest and commitment
      commission accrued to the date of prepayment and all other sums payable by
      the Borrower under this Agreement.

            


    

     

    In any
such event the Borrower and the Banks shall (as per the provisions of clause
12.2) negotiate in good faith (but without incurring any legal obligations) with
a view to agreeing terms for making the Facility (as the case may be) available
from another jurisdiction or funding the Facility (as the case may be) from
alternative sources.

     

    12.2      Increased
costs

     

    If the
result of any change in, or in the interpretation or application of, or the
introduction of, any law or any regulation, request or requirement (whether or
not having the force of law, but, if not having the force of law, with which the
Agent and/or any Bank or, as the case may be, its holding company habitually
complies), including (without limitation) those relating to Taxation, capital
adequacy, liquidity, reserve assets, cash ratio deposits and special deposits,
is to:

     

    
      	
              12.2.1

            	
              subject
      any Bank to Taxes or change the basis of Taxation of any Bank with respect
      to any payment under any of the Finance Documents (other than Taxes or
      Taxation on the overall net income, profits or gains of such Bank imposed
      in the jurisdiction in which its principal or lending office under this
      Agreement is located); and/or

            


    

     


    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    
      	
              12.2.2

            	
              increase
      the cost to, or impose an additional cost on, any Bank or its holding
      company in making or keeping the Commitment available or maintaining or
      funding its Contribution; and/or

            


    

     

    
      	
              12.2.3

            	
              reduce
      the amount payable or the effective return to any Bank under any of the
      Finance Documents; and/or

            


    

     

    
      	
              12.2.4

            	
              reduce
      any Bank’s or its holding company’s rate of return on its overall capital
      by reason of a change in the manner in which it is required to allocate
      capital resources to its obligations under any of the Finance Documents;
      and/or

            


    

     

    
      	
              12.2.5

            	
              require
      any Bank or its holding company to make a payment or forgo a return on or
      calculated by reference to any amount received or receivable by it under
      any of the Finance Documents;
and/or

            


    

     

    
      	
              12.2.6

            	
              require
      any Bank or its holding company to incur or sustain a loss (including a
      loss of future potential profits) by reason of being obliged to deduct all
      or part of its Commitment from its capital for regulatory
      purposes,

            


    

     

    then
and in each such case (subject to clause 12.3):

     

    
      	
               
      

            	
              (a)

            	
              such
      Bank shall notify the Borrower in writing of such event promptly upon its
      becoming aware of the same; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Agent shall negotiate with the Borrower in good faith with a view to
      restructuring the transaction constituted by the Finance Documents in a
      way which will (in the reasonable opinion of the Agent) satisfactorily
      avoid either the unlawfulness or increased costs concerned (each as the
      case may be) without either decreasing the amounts or net returns due to
      the Agent and the Banks under the Finance Documents or which would, but
      for such unlawfulness or such increased costs (each as the case may be),
      have been so due, or otherwise adversely affecting the rights, interests
      and security of the Banks under the transaction as presently constituted
      and will not (in the reasonable opinion of the Agent) increase the cost to
      the Borrower of or otherwise adversely affect the rights, and interests of
      the Borrower under the transactions (and unless the Agent nominates a
      longer period (which it shall be at liberty to do)), such negotiations
      shall continue for a period of thirty (30) days after the Borrower has
      been given notice under clause 12.2.6 0 or for such lesser period as
      is permitted under applicable law having regard to either the unlawfulness
      or the increased costs concerned (such period called the “Negotiation
      Period”);

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      at the end of the Negotiation Period the Agent and the Borrower have not
      reached agreement on a restructuring of the transaction on the basis
      described in sub-clause (b) above then the Borrower shall on demand, made
      at any time after expiry of the Negotiation Period whether or not the
      relevant Bank’s Contribution has been repaid, pay to such Bank the amount
      which the Bank specifies (in a certificate (which shall be conclusive in
      the absence of manifest error) setting forth the basis of the computation
      of such amount but not including any matters which such Bank regards as
      confidential in relation to its funding arrangements) is required to
      compensate such Bank for such alternative funding, increased cost,
      reduction, payment or forgone
return.

            


    

     

    For the
purposes of this clause 12.2 “holding company” means the
company or entity (if any) within the consolidated supervision of which such
Bank is included.

     


    
      
         


      

      
        51

        
          

        

      

      
         


      

    


    
      	
              12.3

            	
              Exception

            


    

     

    Nothing
in clause 12.2 shall entitle any Bank to receive any amount in respect of
compensation for any such liability to Taxes, increased or additional cost,
reduction, payment, foregone return or loss to the extent that the same is the
subject of an additional payment under clause 6.7.

     

    
      	
              13

            	
              Application
      of Moneys, Security, set-off and pro-rata
  payments

            


    

     

    13.1      Application of
moneys

     

    All
moneys received by the Agent and/or the Banks under or pursuant to any of the
Finance Documents and expressed to be applicable in accordance with the
provisions of this clause 13.1 shall be applied by the Agent and/or the Banks in
the following manner following the occurrence of an Event of
Default:

     

    
      	
              13.1.1

            	
              first
      in or toward payment of all unpaid fees, commissions and expenses which
      may be owing to any Finance Party (on a pari passu basis
      between them) under any of the Finance
  Documents;

            


    

     

    
      	
              13.1.2

            	
              secondly
      in or towards payment of any arrears of interest payable to the Finance
      Parties (on a pari
      passu basis between them) under the Finance Documents (and, for
      this purpose, the expression "interest" shall include any net amount which
      the Borrower shall have become liable to pay or deliver under section 2
      (Obligations) of either Master Swap Agreement but shall have failed to pay
      or deliver to the relevant Swap Bank at the time of application or
      distribution under this Clause
13.1;

            


    

     

    
      	
              13.1.3

            	
              thirdly
      in or towards repayment of the principal of Facility (whether the same is
      due and payable or not);

            


    

     

    
      	
              13.1.4

            	
              fourthly
      in or towards payment to any Bank for any loss suffered by reason of any
      such payment in respect of principal not being effected on an Interest
      Payment Date relating to the part of the Facility
  repaid;

            


    

     

    
      	
              13.1.5

            	
              fifthly
      in or towards payment to any Bank of any other sums owing to it under any
      of the Finance Documents; and

            


    

     

    
      	
              13.1.6

            	
              sixthly
      the surplus (if any) shall be paid to the Borrower or to whomsoever else
      may be entitled to receive such
surplus,

            


    

     

    
      	
               
      

            	
              or
      in such other manner as the Banks and the Swap Banks may
      determine.

            


    

     

    13.2  
   Set-off

     

    The
Borrower authorises each Bank (without prejudice to any of such Bank’s rights at
law, in equity or otherwise), at any time and without notice to the
Borrower:

     

    
      	
              13.2.1

            	
              to
      apply any credit balance to which the Borrower is then entitled standing
      upon any account of the Borrower with any branch of such Bank in or
      towards satisfaction of any sum due and payable from the Borrower to such
      Bank under any of the Finance
Documents;

            


    

     

    
      	
              13.2.2

            	
              in
      the name of the Borrower and/or such Bank to do all such acts and to
      execute all such documents as may be necessary or expedient to effect such
      application; and

            


    

     


    
      
         


      

      
        52

        
          

        

      

      
         


      

    


    
      	
              13.2.3

            	
              to
      combine and/or consolidate all or any accounts in the name of the Borrower
      with such Bank.

            


    

     

    For
this purpose, each such Bank is authorised to purchase with the moneys standing
to the credit of such account such other currencies as may be necessary to
effect such application.  No Bank shall be obliged to exercise any
right given to it by this clause 13.2.  Each Bank shall notify the
Agent and the Borrower forthwith upon the exercise or purported exercise of any
right of set-off giving full details in relation thereto and the Agent shall
inform the other Banks.

     

    13.3.     Pro-rata payments

     

    If at
any time the proportion which any Bank (the “Recovering Bank”) has received
or recovered (other than from an Assignee, a Substitute or a sub-participant in
such Bank’s Contribution or any other payment of an amount due to the Recovering
Bank for its sole account pursuant to clauses 3.6, 4.4, 5.1, 6.1, 11.1, 11.2,
12.1 or 12.2) in respect of its share of any payment to be made for the account
of the Recovering Bank and one or more other Banks under any of the Finance
Documents is greater (the amount of the excess being referred to in this clause
13.3 as the “excess
amount”) than the proportion of the share of such payment received or
recovered by the Bank receiving or recovering the smallest or no proportion of
its share, then:

     

    
      	
              13.3.1

            	
              within
      two (2) Banking Days of such receipt or recovery, the Recovering Bank
      shall pay to the Agent an amount equal (or equivalent) to the excess
      amount;

            


    

     

    
      	
              13.3.2

            	
              the
      Agent shall treat such payment as if it were part of the payment to be
      made by the Borrower and shall distribute the same in accordance with
      clause 13.1; and

            


    

     

    
      	
              13.3.3

            	
              as
      between the Borrower and the Recovering Bank the excess amount shall be
      treated as not having been paid but the obligations of the Borrower to the
      other Banks shall, to the extent of the amount so paid to them, be treated
      as discharged.

            


    

     

    Each
Bank shall forthwith notify the Agent of any such receipt or recovery by such
Bank other than by payment through the Agent.  If any excess amount
subsequently has to be wholly or partly refunded by the Recovering Bank which
paid an amount equal thereto to the Agent under (a) above each Bank to which any
part of such amount was distributed shall on request from the Recovering Bank
repay to the Recovering Bank such Bank’s pro-rata share of the amount which has
to be refunded by the Recovering Bank.  Each Bank shall on request
supply to the Agent such information as the Agent may from time to time request
for the purpose of this clause 13.3.  Notwithstanding the foregoing
provisions of this clause 13.3 no Recovering Bank shall be obliged to share any
excess amount which it receives or recovers pursuant to legal proceedings taken
by it to recover any sums owing to it under this Agreement with any other party
which has a legal right to, but does not, either join in such proceedings or
commence and diligently pursue separate proceedings to enforce its rights in the
same or another court (unless the proceedings instituted by the Recovering Bank
are instituted by it without prior notice having been given to such party
through the Agent).

     

    
      	
              13.4

            	
              No
    release

            


    

     

    For the
avoidance of doubt it is hereby declared that failure by any Recovering Bank to
comply with the provisions of clause 13.3 shall not release any other Recovering
Bank from any of its obligations or liabilities under clause 13.3.

     

    
      	
              13.5

            	
              No
  charge

            


    

     

    The
provisions of this clause 13 shall not, and shall not be construed so as to,
constitute a charge by a Bank over all or any part of a sum received or
recovered by it in the circumstances mentioned in clause 13.3.

     


    
      
         


      

      
        53

        
          

        

      

      
         


      

    


    
      	
              13.6

            	
              Further
      assurance

            


    

     

    The
Borrower undertakes that the Finance Documents shall both at the date of
execution and delivery thereof and so long as any moneys are owing under any of
the Finance Documents be valid and binding obligations of the respective parties
thereto and rights of the Agent enforceable in accordance with their respective
terms and that it will, at its expense, execute, sign, perfect and do, and will
procure the execution, signing, perfecting and doing by each of the other
Security Parties of, any and every such further assurance, document, act or
thing as in the reasonable opinion of the Agent and/or any other Finance Party
may be necessary or desirable for perfecting the security contemplated or
constituted by the Security Documents.

     

    13.7      Conflicts

     

    In the
event of any conflict between this Agreement and any of the other Security
Documents and / or the Master Swap Agreements, the provisions of this Agreement
shall prevail.

     

    
      	
              14

            	
              Earnings
      Accounts

            


    

     

    
      	
              14.1

            	
              General

            


    

     

    The
Borrower undertakes with each of the Finance Parties that it will:

     

    
      	
              14.1.1

            	
              on
      or before the Drawdown Date procure that each Owner will open each of the
      Earnings Accounts;

            


    

     

    
      	
              14.1.2

            	
              on
      or before the Drawdown Date open the Retention Account;
  and

            


    

     

    
      	
              14.1.3

            	
              procure
      that all moneys payable to the Borrower and/or the Owners in respect of
      the Earnings of the Ships shall, unless and until the Agent directs to the
      contrary pursuant to proviso (a) to clause 2.1 of the relevant
      General Assignment, be paid to the Earnings Accounts Provided however that
      if any of the moneys paid to the Earnings Accounts are payable in a
      currency other than Dollars, the Borrower shall instruct and shall procure
      that the relevant Owner shall instruct the relevant Account Bank to
      convert such moneys into Dollars at such Account Bank’s spot rate of
      exchange at the relevant time for the purchase of Dollars with such
      currency and the term “spot rate of exchange”
      shall include any premium and costs of exchange payable in connection with
      the purchase of Dollars with such currency;
and

            


    

     

    
      	
              14.2

            	
              Earnings Accounts
      terms

            


    

     

    
      	
              14.2.1

            	
              The
      Banks acknowledge that the relevant Owner shall, unless and until a
      Default shall occur and the Agent shall direct to the contrary, be
      entitled from time to time, subject to the agreement of the relevant
      Account Bank to require that moneys for the time being standing to the
      credit of the Earnings Accounts be transferred in such amounts and for
      such periods as the Borrower or relevant Owner selects to fixed-term
      deposit accounts (“deposit accounts”)
      opened in the name of the relevant Owner with such Account
      Bank.  The relevant Owner shall not be entitled pursuant to
      clause 14.3 to withdraw moneys standing to the credit of the Earnings
      Accounts which are the subject of a fixed term deposit until the expiry of
      the period of such deposit unless the relevant Owner shall, on withdrawing
      such moneys pay to the relevant Account Bank on demand any loss or expense
      which such Account Bank shall certify that it has sustained or incurred as
      a result of such withdrawal being made prior to the expiry of the period
      of the relevant deposit and the relevant Account Bank shall be entitled to
      debit the Earnings Accounts for the amount so certified prior to such
      withdrawal being made.  In the event that any moneys so
      deposited are to be applied pursuant to clause 14.4, the Borrower or
      relevant Owner shall, on such application being made, pay to the relevant
      Account Bank on demand any loss or

            


    

     


    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    expense
which the relevant Account Bank shall certify that it has sustained or incurred
as a result of such application being made prior to the expiry of the period of
the relevant deposit and the relevant Account Bank shall be entitled to debit
the relevant Earnings Account for the amount so certified prior to such
application being made.  Any deposit accounts shall, for all the
purposes of the Finance Documents, be deemed to be sub-accounts of Earnings
Accounts from which the moneys deposited in the deposit accounts were
transferred and all references in the Finance Documents to the Earnings Accounts
shall be deemed to include the deposit accounts deemed as aforesaid to be
sub-accounts thereof.

     

    14.3      Earnings Accounts:
withdrawals

     

    Unless
the Agent otherwise agrees in writing, neither the Borrower nor the Owners shall
be entitled to withdraw any moneys from the Earnings Accounts at any time during
the Security Period save that, unless and until a Default shall occur and the
Agent shall direct to the contrary, the Borrower and each of the Owners may,
subject to clause 14.2.1, withdraw moneys from the Earnings
Accounts:

     

    
      	
              14.3.1

            	
              to
      pay all unpaid fees and expenses which may be owning to the Agent under
      any of the Finance Documents;

            


    

     

    
      	
              14.3.2

            	
              to
      transfer to the Retention Account on each Retention Date all or part of
      the Retention  Amount for such Retention
  Date;

            


    

     

    
      	
              14.3.3

            	
              to
      pay any amount to the Swap Banks of net amounts then payable
      pursuant to section 2 of either Master Swap Agreement and the
      Borrower hereby irrevocably and unconditionally instructs the relevant
      Account Bank to make such payments on their due date if and to the extent
      the Borrower does not issue the appropriate instructions on or before such
      due date;

            


    

    


    
      	
              14.3.4

            	
              to
      pay any amount to the Agent and/or the other Finance Parties in or towards
      payments of any instalments of interest payable pursuant to this Agreement
      and the Borrower hereby irrevocably and unconditionally instructs the
      relevant Account Bank to make such payments on their due date if and to
      the extent the Borrower does not issue the appropriate instructions on or
      before such due date;

            


    

     

    
      	
              14.3.5

            	
              to
      pay any amount to the Agent and/or the other Finance Parties in or towards
      payments of any principal or any other amounts then payable pursuant to
      the cash sweep obligation contained in clause 4.8 and the Borrower
      hereby irrevocably and unconditionally instructs the relevant Account Bank
      to make such payments on their due date if and to the extent the Borrower
      does not issue the appropriate instructions on or before such due
      date;

            


    

    


    
      	
              14.3.6

            	
              to
      pay any amount to the Agent and/or the other Finance Parties any other
      amounts then payable pursuant to the Finance Documents (including any
      other amounts owing to either Swap Bank under the relevant Master Swap
      Agreement) and the Borrower hereby irrevocably and unconditionally
      instructs the relevant Account Bank to make such payments on their due
      date if and to the extent the Borrower does not issue the appropriate
      instructions on or before such due
date;

            


    

    


    
      	
              14.3.7

            	
              to
      pay the proper and reasonable operating expenses (including costs of
      insuring, repairing and maintaining each Ship) of each Ship and the proper
      and reasonable expenses of administering the affairs of the relevant
      Owner;

            


    

     

    
      	
              14.3.8

            	
              to
      pay any Approved Manager’s remuneration under any Management Agreement in
      the amounts and at the times therein
stated;

            


    

     


    
      
         


      

      
        55

        
          

        

      

      
         


      

    


    
      	
              14.3.9

            	
              to
      pay or discharge liabilities or obligations to third parties not exceeding
      the aggregate of any deductible under a Ship’s Insurances applicable to
      such liabilities or obligations and the amount of any insurance moneys in
      respect of such liabilities or obligations which have been paid by such
      Ship’s insurers to the relevant Earnings Account with the knowledge and
      approval of the Agent; and

            


    

     

    
      	
              14.3.10

            	
              to
      pay for the making good and/or repair of any loss or damage resulting from
      a casualty to a Ship not exceeding the aggregate of any deductible under
      such Ship’s Insurances applicable to such casualty and the amount of any
      insurance moneys in respect of such casualty and not exceeding the costs
      of making good and/or repairing any such loss or damage which have been
      paid by such Ship’s insurers to the relevant Earnings Account with the
      knowledge and approval of the
Agent.

            


    

     

    14.4      Retention Account: credits and
withdrawals

     

    
      	
              14.4.1

            	
              The
      Borrower undertakes with the Agent and the Finance Parties that it will,
      from the date of this Agreement and so long as any moneys are owing under
      the Finance Documents, on each Retention Date pay to the relevant Account
      Bank for credit to the Retention Account, the Retention Amount for such
      Retention Date provided however that, to the extent that there are moneys
      standing to the credit of the Earnings Accounts as at the relevant
      Retention Date, such moneys shall, up to an amount equal to the Retention
      Amount, be transferred to the Retention Account on such Retention Date
      (and the Borrower hereby instructs the relevant Account Bank to effect
      each such transfer) and to that extent the Borrower’s obligations to make
      the payments referred to in this clause 14.4.1 shall have been fulfilled
      upon such transfer being effected.

            


    

     

    
      	
              14.4.2

            	
              Unless
      and until there shall occur an Event of Default (whereupon the provisions
      of clause 14.5 shall apply), all Retention Amounts credited to the
      Retention Account together with interest from time to time accruing or at
      any time accrued thereon shall be applied by the relevant Account Bank
      (and the Borrower hereby irrevocably and unconditionally instructs such
      Account Bank so to apply the same) in the following
  manner:

            


    

     

    
      	
               
      

            	
              (a)

            	
              on
      each day that interest is payable pursuant to Clause 3.1 in respect of the
      Facility in or towards payment to the Agent of the amount of interest then
      due.  Each such application by the relevant Account Bank shall
      constitute a payment in or towards satisfaction of the Borrower’s
      corresponding payment obligations under this Agreement but shall be
      strictly without prejudice to the obligations of the Borrower to make any
      such payment to the extent that the aforesaid application by such Account
      Bank is insufficient to meet the same;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              following
      any application by the relevant Account Bank pursuant to clause 14.4.2(a)
      in transfer to the Earnings Accounts of any moneys standing to the credit
      of the Retention Account to the extent that such moneys do not constitute
      Retention Amounts or any payments received from either Swap Bank pursuant
      to the provisions of the relevant Swap
  Assignment.

            


    

     

    
      	
              14.4.3

            	
              Unless
      the Agent otherwise agrees in writing and subject to clause 14.4.2, the
      Borrower shall not be entitled to withdraw any moneys from the Retention
      Account at any time from the date of this Agreement and so long as any
      moneys are owing under the Finance
Documents.

            


    

     

    
      	
              14.5

            	
              Application of
      Accounts

            


    

     

    At any
time after the occurrence of an Event of Default, the Agent and/or the Banks may
instruct the relevant Account Bank, without notice to the Borrower or any Owner,
to apply all moneys then standing to the credit of the Accounts (together with
interest from time to time accruing or accrued

     


    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    thereon)
in payment to the Agent and the Agent shall apply the same in or towards
satisfaction of any sums due to the Finance Parties under the Finance Documents
in the manner specified in clause 13.1.

     

    14.6      Repayment under the Intra-Group Loan
Agreements

     

    The
Borrower acknowledges and agrees that until such time as all sums due and
payable under this Agreement and each of the other Finance Documents have been
satisfied in full the obligation of each Owner to pay all sums of principal and
interest and any other sums payable under the relevant Intra-Group Loan
Agreements shall be fully satisfied by that Owner depositing the relevant sums
to the credit of its Earnings Account and the Borrower hereby irrevocably and
unconditionally acknowledges that all moneys from time to time standing to the
credit of the Earnings Accounts shall be freely available to the Agent for
application in or towards payment of any instalments of principal or interest or
any other amounts then due and payable pursuant to this Agreement and any of the
other Finance Documents.

     

    
      	
              14.7

            	
              Security over
      account

            


    

     

    The
Earnings Accounts and the Retention Account and all amounts from time to time
standing to the credit thereof shall be subject to the security constituted and
the rights conferred by the Accounts Pledges.

     

    
      	
              15

            	
              Assignment,
      substitution
and lending office

            


    

     

    15.1      Benefit and
burden

     

    This
Agreement shall be binding upon, and enure for the benefit of, the Finance
Parties, the Borrower and their respective successors.

     

    
      	
              15.2

            	
              No assignment by
      Borrower

            


    

     

    
      	
               
      

            	
              The
      Borrower may not assign or transfer any of its rights or obligations under
      this Agreement.

            


    

     

    
      	
              15.3

            	
              Assignment by Banks

            


    

     

    
      	
               
      

            	
              Each
      Bank may assign all or any part of its rights in respect of its
      Contribution under this Agreement or under any of the other Finance
      Documents to any other bank or financial institution or to a trust, fund
      or other entity which is regularly engaged in or established for the
      purpose of making, purchasing or investing in liens, securities or other
      financial assets (an “Assignee”) with the
      approval of the Agent and provided that no Default has occurred the
      consent of the Borrower (which consent shall not be unreasonably withheld
      or delayed), and on the date upon which such assignment takes effect, the
      Assignee shall pay to the Agent for its own account an assignment fee of
      three thousand Dollars ($3,000).

            


    

     

    
      	
              15.4

            	
              Substitution

            


    

     

    
      	
               
      

            	
              Each
      Bank may transfer, by way of novation, all or any part of its rights,
      benefits and/or obligations under this Agreement to another person subject
      to a minimum transfer amount of five million Dollars ($5,000,000) to be
      transferred (a “Substitute”) and
      provided that no Default has occurred and is continuing the consent of the
      Borrower (which consent shall not be unreasonably withheld or
      delayed).  Any such novation shall be effected upon five (5)
      Banking Days’ prior notice by delivery to the Agent of a duly completed
      Substitution Certificate duly executed by such Bank, the Substitute and
      the Agent (for itself, the Borrower and the other Banks) and following
      receipt by the transferring Bank from the Substitute of an amount equal to
      the purchase price to be paid by the Substitute for the Contribution being
      transferred.  On the effective date specified in a
      Substitution

            


    

     


    
      
         


      

      
        57

        
          

        

      

      
         


      

    


    Certificate
so executed and delivered, to the extent that they are expressed in such
Substitution Certificate to be the subject of the novation effected pursuant to
this clause 15.4:

     

    
      	
              15.4.1

            	
              the
      existing parties to this Agreement and the Bank party to the relevant
      Substitution Certificate shall be released from their respective
      obligations towards one another under this Agreement (“discharged obligations”)
      and their respective rights against one another under this Agreement
      (“discharged
      rights”) shall be cancelled;

            


    

     

    
      	
              15.4.2

            	
              the
      Substitute party to the relevant Substitution Certificate and the existing
      parties to this Agreement (other than the Bank party to such Substitution
      Certificate) shall assume obligations towards each other which differ from
      the discharged obligations only insofar as they are owed to or assumed by
      such Substitute instead of to or by such Bank;
  and

            


    

     

    
      	
              15.4.3

            	
              the
      Substitute party to the relevant Substitution Certificate and the existing
      parties to this Agreement (other than the Bank party to such Substitution
      Certificate) shall acquire rights against each other which differ from the
      discharged rights only insofar as they are exercisable by or against such
      Substitute instead of by or against such
Bank

            


    

     

    and, on
the date upon which such novation takes effect, the Substitute shall pay to the
Agent for its own account a transfer fee of three thousand Dollars
($3,000).  The Agent shall promptly notify the other parties hereto of
the receipt by it of any Substitution Certificate and shall promptly deliver a
copy of such Substitution Certificate to the Borrower.

     

    
      	
              15.5

            	
              Reliance on Substitution
      Certificate

            


    

     

    The
Agent, the Banks and the Borrower shall be fully entitled to rely on any
Substitution Certificate delivered to the Agent in accordance with the foregoing
provisions of this clause 15 which is complete and regular on its face as
regards its contents and purportedly signed on behalf of the relevant Bank and
the Substitute and neither the Agent, nor the Banks nor the Borrower shall have
any liability or responsibility to any party as a consequence of placing
reliance on and acting in accordance with any such Substitution Certificate if
it proves to be the case that the same was not authentic or duly
authorised.

     

    
      	
              15.6

            	
              Signing of Substitution
      Certificate

            


    

     

    
      	
               
      

            	
              The
      Borrower and each of the Banks irrevocably authorise the Agent to
      countersign each Substitution Certificate on its behalf without any
      further consent of, or consultation with, the Borrower or such Bank (as
      the case may be).

            


    

     

    
      	
              15.7

            	
              Construction of certain
      references

            


    

     

    
      	
               
      

            	
              If
      any Bank assigns all or any part of its rights or novates all or any part
      of its rights, benefits and obligations as provided in clause 15.3 or 15.4
      all relevant references in this Agreement to such Bank shall thereafter be
      construed as a reference to such Bank and/or its Assignee or Substitute
      (as the case may be) to the extent of their respective
      interests.

            


    

     

    
      	
              15.8

            	
              Documenting assignments and
      novations

            


    

     

    
      	
               
      

            	
              If
      any Bank assigns all or any part of its rights or novates all or any part
      of its rights, benefits and/or obligations as provided in
      clauses 15.3 or 15.4 the Borrower undertakes, immediately on being
      requested to do so by the Agent and at the cost of the Bank that has so
      assigned or novated all or any part of its rights and/or obligations, to
      enter into, and procure that the other Security Parties shall enter into,
      such documents as may be necessary or desirable to transfer to the
      Assignee or Substitute all or the relevant part of such Bank’s interest in
      the Finance Documents and all relevant references in this Agreement to
      such Bank shall thereafter be

            


    

     


    
      
         


      

      
        58

        
          

        

      

      
         


      

    


    construed
as a reference to the Bank and/or its Assignee or Substitute (as the case may
be) to the extent of their respective interests.

     

    
      	
              15.9

            	
              Lending
      office

            


    

     

    
      	
               
      

            	
              Each
      Bank shall lend through its office at the address specified in Schedule 1
      or, as the case may be, in any relevant Substitution Certificate or
      through any other office of such Bank selected from time to time by it
      through which such Bank wishes to lend for the purposes of this Agreement
      Provided always that such change of office shall not result in an increase
      in the obligations of the Borrower under clause 6.7.  If the
      office through which such Bank is lending is changed pursuant to this
      clause 15.9, such Bank shall notify the Agent promptly of such change and
      the Agent shall notify the Banks and the
  Borrower.

            


    

     

    
      	
              15.10

            	
              Disclosure of
      information

            


    

     

    
      	
               
      

            	
              Any
      Bank or the Agent may, with the prior consent of the Borrower which shall
      not be unreasonably withheld, disclose to a prospective assignee,
      substitute or transferee or to any other person who may propose entering
      into contractual relations with such Bank or the Agent in relation to this
      Agreement information about the Borrower save for in the Event of Default
      or if the prospective assignee, substitute or transferee is an affiliate
      of any Bank or the Agent where such consent of the Borrower is not
      required.

            


    

     

    
      	
              16

            	
              Agent

            


    

     

    
      	
              16.1

            	
              Appointment of the
      Agent

            


    

     

    
      	
               
      

            	
              The
      terms and basis on which the Agent has been appointed by the Banks as
      facility agent and as security agent and trustee respectively are set out
      in the Agency Agreement including, among other things, the manner in which
      any decision to exercise any right, powers, discretion or authority or to
      carry out any duty are to be made between the Banks and the
      Agent.

            


    

     

    
      	
              17

            	
              Notices and other matters

            


    

     

    
      	
              17.1

            	
              Notices

            


    

     

    
      	
               
      

            	
              Every
      notice, request, demand or other communication under this Agreement or
      (unless otherwise provided therein) under any of the other Finance
      Documents shall:

            


    

     

    
      	
              17.1.1

            	
              be
      in writing delivered personally or by first-class prepaid letter (airmail
      if available) or facsimile transmission or other means of
      telecommunication in permanent written
form;

            


    

     

    
      	
              17.1.2

            	
              be
      deemed to have been received, subject as otherwise provided in the
      relevant Finance Document, in the case of a letter, when delivered
      personally or three (3) days after it has been put in to the post and, in
      the case of a facsimile transmission or other means of telecommunication
      in permanent written form, at the time of despatch (provided that if the
      date of despatch is not a business day in the country of the addressee or
      if the time of despatch is after the close of business in the country of
      the addressee it shall be deemed to have been received at the opening of
      business on the next such business day);
and

            


    

     

    
      	
              17.1.3

            	
              be
      sent:

            


    

     

    
      	
               
      

            	
              (a)

            	
              to
      the Borrower and any Owner at:

            	
              24, Kanigos
      Street

              Kastella

              185    34 Piraeus

              Greece

              Fax
      No:  + 30 210 4220230

            


    

     

     

     


    
      
         


      

      
        59

        
          

        

      

      
         


      

    


    


    (b)     to
the Agent       
                             NIBC
Bank N.V.

    Carnegieplein
4

    2517 KJ
The Hague

    The
Netherlands

    Fax Nr.
+31703425366

    Attn:  Hans
Nagtegaal

    


    (c)     to
the Banks
at:                               BTMU
Capital Corporation

    111
Huntington Avenue

    BOSTON,
MA 02199-8001

    U.S.A.

    
      	
               
      

            	
              Fax
      No: + 1 617 345 1444

            


    

    Attn:
SVP Administration

     

    -and-

     

    NIBC
Bank N.V.

    Carnegieplein
4

    2517 KJ
The Hague

    The
Netherlands

    Fax Nr.
+31703425577

    Attn:  Mr.
Maurice Wijmans

     

    
      	
                                 
      (d)         to the Swap Banks
      at:

            	
              The
      Bank of Tokyo-Mitsubishi UFJ, Ltd.,

            


    

    New
York Branch

    
      	
               
      

            	
              1251
      Avenue of the Americas

            


    

    
      	
               
      

            	
              New
      York

            


    

    
      	
               
      

            	
              New
      York 10020-4624

            


    

    
      	
               
      

            	
              United
      States of America

            


    

    
      	
               
      

            	
              Fax
      No: +1 212 7826429

            


    

     

                                                                                          
-and-

     

                                                                                          
NIBC
Bank N.V.

                                                                                          
Carnegieplein
4

    2517 KJ
The Hague

    The
Netherlands

    Fax Nr.
+31703425577

    Attn:  Mr.
Maurice Wijmans

     

    or to
such other address and/or numbers as is notified by one party to the other party
under this Agreement.

     

    
      	
              17.2

            	
              No implied waivers, remedies
      cumulative

            


    

     

    
      	
               
      

            	
              No
      failure or delay on the part of the Agent, the Banks or any of them to
      exercise any power, right or remedy under any of the Finance Documents
      shall operate as a waiver thereof, nor shall any single or partial
      exercise by the Agent, the Banks or any of them of any power, right or
      remedy preclude any other or further exercise thereof or the exercise of
      any other power, right or remedy.  The remedies provided in the
      Finance Documents are cumulative and are not exclusive of any remedies
      provided by law.

            


    

     


    
      
         


      

      
        60

        
          

        

      

      
         


      

    


    
      	
              17.3

            	
              English
      language

            


    

     

    
      	
               
      

            	
              All
      certificates, instruments and other documents to be delivered under or
      supplied in connection with any of the Finance Documents shall be in the
      English language or shall be accompanied by a certified English
      translation upon which the Bank shall be entitled to
  rely.

            


    

     

    
      	
              17.4

            	
              Counterparts

            


    

     

    
      	
               
      

            	
              This
      Agreement may be entered into in any number of counterparts and by the
      parties to it on separate counterparts, each of which when executed and
      delivered shall be an original, but all the counterparts shall together
      constitute one and the same
instrument.

            


    

     

    
      	
              18

            	
              Governing law and jurisdiction

            


    

     

    
      	
              18.1

            	
              Law

            


    

     

    
      	
               
      

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

            


    

     

    
      	
              18.2

            	
              Submission to
      jurisdiction

            


    

     

    
      	
               
      

            	
              The
      Borrower agrees, for the benefit of the Agent and the Banks, that any
      legal action or proceedings arising out of or in connection with this
      Agreement against the Borrower or any of its assets may be brought in the
      English courts.  The Borrower irrevocably and unconditionally
      submits to the jurisdiction of such courts and irrevocably designates,
      appoints and empowers Hill Dickinson Services Limited at present of
      Irongate House, Duke’s Place, London EC3A 7HX England to receive for it
      and on its behalf, service of process issued out of the English courts in
      any such legal action or proceedings.  The submission to such
      jurisdiction shall not (and shall not be construed so as to) limit the
      right of the Agent and/or the Banks to take proceedings against the
      Borrower in the courts of any other competent jurisdiction nor shall the
      taking of proceedings in any one or more jurisdictions preclude the taking
      of proceedings in any other jurisdiction, whether concurrently or
      not.

            


    

     

    
      	
               
      

            	
              The
      parties further agree that only the Courts of England and not those of any
      other State shall have jurisdiction to determine any claim which the
      Borrower may have against the Agent, the Banks or any of them arising out
      of or in connection with this
Agreement.

            


    

     

    
      	
               
      

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

            


    

     


    
      
         


      

      
        61

        
          

        

      

      
         


      

    


    


     

    Schedule 1

     

    The
Banks and the Swap Banks

     

    Part
1

    The
Banks’ Commitment

    


    
      	
              Name

            	
              Address
      and fax

            	
              Commitment

              ($)

            
	
              BTMU
      Capital Corporation

            	
              111
      Huntington Avenue

              Suite
      400

              Boston

              MA
      02199-8001

              United
      States of America

              Fax
      nr.: +1 617 345 1444

               

              Attn:  SVP
      Administration

               

            	
              21,250,000

            
	
              NIBC
      BANK N.V.

            	
              Carnegieplein
      4

              2517
      KJ The Hague

              The
      Netherlands

              Fax
      Nr. +31703425577

              Attn:  Mr.
      Maurice Wijmans

            	
              21,250,000

            
	
              TOTAL

            	 
      	
              42,500,000

            


    

    


    


    Part
2

    The
Swap Banks

    


    
      	
              Name

            	
              Address
      and fax

            
	
              The
      Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

            	
              1251
      Avenue of the Americas

              New
      York

              New
      York 10020-1104

              United
      States of America

              Fax
      No: +1 212 7826429

              Attn:  Senior
      Vice President and Group Head Derivatives and Structured Products
      Group

            
	
              NIBC
      Bank N.V.

            	
              Carnegieplein
      4

              2517
      KJ The Hague

              The
      Netherlands

              Fax
      Nr. +31703425577

              Attn:  Mr.
      Maurice Wijmans

            


    

    



    
      
         


      

      
        62

        
          

        

      

      
         


      

    


    


    Schedule 2-
Ships

     

    


    
      	
              Ship

            	
              Owner

            	
              Country
      of Incorporation of Owner

            	
              Flag

            	
              Official
      Number

            	
              Country
      of Underlying Registration

            	
              IMO
      Number

            	
              Classification
      Society

            	
              Classification

            	
              Ship
      Type

            	
              Year
      Built

            	
              Deadweight/

              TEU

            	
              Charterer

            
	
              “OMEGA
      EMMANUEL”

            	
              Orange
      Navigation Inc

            	
              Marshall
      Islands

            	
              Liberia

            	
              13287

            	
              Marshall
      Islands

            	
              9314167

            	
              Lloyds
      Register

            	
              +100A1
      Double Hull Oil Tanker ShipRight (SDA, FDA Plus, CM), ESP,
      *1WS

              L1,
      SPM

            	
              Panamax  LR1

            	
              2007

            	
              74,200

            	
              ST
      Shipping & Transport Pte. Limited of Singapore

            
	
              “OMEGA
      THEODORE”

            	
              Baytown
      Navigation Inc

            	
              Marshall
      Islands

            	
              Liberia

            	
              13288

            	
              Marshall
      Islands

            	
              9314179

            	
              Lloyds
      Register

            	
              +100A1
      Double Hull Oil Tanker ShipRight (SDA, FDA Plus, CM), ESP,
      *1WS

              L1,
      SPM

            	
              Panama  LR1

            	
              2007

            	
              74,200

            	
              ST
      Shipping & Transport Pte. Limited of Singapore

            
	
              “OMEGA
      PRINCE”

            	
              Carrolton
      Navigation Inc

            	
              Marshall
      Islands

            	
              Marshall
      Islands

            	
               

              2554

            	
              Marshall
      Islands

            	
               

              9312901

            	
              American
      Bureau of Shipping

            	
              XA1, Chemical
      Carrier, Oil Carrier, Ice Class 1A, E XAMS, XACCU, VEC-L, FL
      25, SH, SHCM

               

            	
              Handy-max
      MR PT

            	
              2006

            	
              36,660
      mt

            	
              DS
      Norden

            
	
              “OMEGA
      PRINCESS”

            	
              Decatur
      Navigation Inc

            	
              Marshall
      Islands

            	
              Marshall
      Islands

            	
              2523

            	
              Marshall
      Islands

            	
              9327425

            	
              American
      Bureau of Shipping

            	
              XA1, Chemical
      Carrier, Oil Carrier, Ice Class 1A, E XAMS, XACCU, VEC-L, FL
      25, SH, SHCM

               

            	
              Handy
      -max MR PT

            	
              2006

            	
              36,660
      mt

            	
              DS
      Norden

            
	
              “OMEGA
      LADY SARAH”

            	
              Beaumont
      Navigation Inc

            	
              Marshall
      Islands

            	
              Marshall
      Islands

            	
              2648

            	
              Marshall
      Islands

            	
              9252955

            	
              American
      Bureau of Shipping

            	
              XA1, Oil Carrier,
      Ice Class 1C,  E,XAMS,  XACCU, VEC, SH,
      SHM

               

            	
              Handy
      -max LR1 PT

            	
              2004

            	
              71,498
      mt

            	
              ST
      Shipping and Transport Pte. Limited of Singapore

            
	
              “OMEGA
      LADY MIRIAM”

            	
              Galveston
      Navigation Inc

            	
              Marshall
      Islands

            	
              Marshall
      Islands

            	
              1893

            	
              Marshall
      Islands

            	
              9252943

            	
              American
      Bureau of Shipping

            	
              XA1, Oil Carrier,
      Ice Class 1C,  E,XAMS,  XACCU, VEC, SH,
      SHCM

               

            	
              Handy
      -max LR1 PT

            	
              2003

            	
              71,522
      mt

            	
              ST
      Shipping and Transport Pte. Limited of Singapore

            
	
              “OMEGA
      QUEEN”

            	
              Elgin
      Navigation Inc

            	
              Marshall
      Islands

            	
              Marshall
      Islands

            	
              2622

            	
              Marshall
      Islands

            	
              9283679

            	
              Det
      norske Veritas

            	
              .

              X 1A1 Tanker for
      Oil ESP SPM EO TMON NAUTICUS (Newbuilding)

            	
              Handy
      -max LR1 PT

            	
              2004

            	
              74,999
      mt

            	
              DS
      Torm

            
	
              “OMEGA
      KING”

            	
              Fulton
      Navigation Inc

            	
              Marshall
      Islands

            	
              Marshall
      Islands

            	
              2621

            	
              Marshall
      Islands

            	
              9273088

            	
              Det
      norske Veritas

            	
               

              X 1A1 Tanker for
      Oil ESP SPM EO TMON NAUTICUS (Newbuilding)

            	
              Handy
      -max LR1 PT

            	
              2004

            	
              74,999
      mt

            	
              DS
      Torm

            


    

    


     

    


     


    
      
         


      

      
        63

        
          

        

      

      
         


      

    


    


    Schedule 3

    Form
of Drawdown Notice

    (referred
to in clause 9)

     

    To:              NIBC
Bank N.V.

    Carnegieplein
4

    2517 KJ
The Hague

    The
Netherlands

    


     

     [Date]
2008

    Financial
Agreement dated [·]
2008 (the “Agreement”)

     

    We
refer to the above Agreement and hereby give you notice that we wish to draw
down the Facility in the sum of [·] Dollars ($[·]) on {date} [and select a first
Interest Period in respect thereof of  months] [the first Interest Period in
respect thereof to expire on {date}].  The funds
should be credited to [name and
number of account] with [details of bank.]

     

    We
confirm that:

     

    
      	
               
      

            	
              (a)

            	
              no
      event or circumstance has occurred and is continuing which constitutes a
      Default;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      representations and warranties contained
in:

            


    

     

    
      	
               
      

            	
              (i)

            	
              clauses
      7.1, 7.2 and 7.3 of the Agreement;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              clauses 4.1
      and 4.2 of the Owners’ Guarantees;

            


    

     

    are
true and correct at the date hereof as if made with respect to the facts and
circumstances existing at such date.

     

    
      	
               
      

            	
              (c)

            	
              the
      borrowing to be effected by the drawdown of the Facility will be within
      our corporate powers, has been validly authorised by appropriate corporate
      action and will not cause any limit on our borrowings (whether imposed by
      statute, regulation, agreement or otherwise) to be exceeded;
      and

            


    

     

    
      	
               
      

            	
              (d)

            	
              there
      has been no material adverse change in our financial position from that
      described by us to the Finance Parties in the negotiation of the
      Agreement.

            


    

     

    Words
and expressions defined in the Agreement shall have the same meanings where used
herein.

    


    For and
on behalf of

    


    


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

    OMEGA
NAVIGATION ENTERPRISES, INC.

     


    
      
         


      

      
        64

        
          

        

      

      
         


      

    


    


     

    Schedule 4

     

    


     

    Part
1

    Documents
and evidence required as conditions precedent to the Commitment

    


     

    (referred
to in clause 9.1.1)

     

    
      	
              (a)

            	
              Constitutional
      documents

            


    

     

    copies,
certified by an officer of each relevant Security Party as true, complete and up
to date copies of all documents which contain or establish or relate to the
constitution of that Security Party;

     

    
      	
              (b)

            	
              Corporate
      authorisations

            


    

     

    copies
of resolutions of the directors and shareholders of each relevant Security Party
approving such of the Underlying Documents and the Finance Documents to which
such Security Party is, or is to be, party and authorising the signature,
delivery and performance of such Security Party’s obligations thereunder,
certified (in a certificate dated no earlier than five (5) Banking Days prior to
the date of this Agreement) by an officer of such Security Party;

     

    
      	
               
      

            	
              (i)

            	
              being
      true and correct;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              being
      duly passed at meetings of the directors of such Security Party and of the
      shareholders of such Security Party each duly convened and
      held;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              not
      having been amended, modified or revoked;
and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              being
      in full force and effect

            


    

     

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

     

    
      	
              (c)

            	
              Specimen
      signatures

            


    

     

    copies
of the signatures of the persons who have been authorised on behalf of each
Security Party to sign such of the Underlying Documents and the Finance
Documents to which such Security Party is, or is to be, party and to give
notices and communications, including notices of drawing, under or in connection
with the Finance Documents, certified (in a certificate dated no earlier than
five (5) Banking Days prior to the date of this Agreement) by an officer of such
Security Party as being the true signatures of such persons;

     

    
      	
              (d)

            	
              Certificates
      of incumbency

            


    

     

    a list
of directors and officers of each Security Party specifying the names and
positions of such persons, certified (in a certificate dated no earlier than
five (5) Banking Days prior to the date of this Agreement) by an officer of such
Security Party to be true, complete and up to date;

     

    
      	
              (e)

            	
              Know
      your customer and money laundering
compliance

            


    

     

    such
documents and evidence as the Banks shall require to identify the Borrower and
the other Security Parties and any other persons involved or affected by the
transaction(s) contemplated by

     


    
      
         


      

      
        65

        
          

        

      

      
         


      

    


    this
Agreement as required by any applicable law or the Banks’ own “know your
customer” internal guidelines; and

     

    
      	
              (f)

            	
              Fees,
      commissions and expenses

            


    

     

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

     


    
      
         


      

      
        66

        
          

        

      

      
         


      

    


    Part
2

     

    Documents
and evidence required as conditions precedent to the Facility

     

    (referred
to in clause 9.1.2)

     

    
      	
              (a)

            	
              Conditions
      precedent

            


    

     

    evidence
that the conditions precedent set out in Part 1 of Schedule 4 remain fully
satisfied;

     

    
      	
              (b)

            	
              Borrower’s
      consents and approvals

            


    

     

    a
confirmation from the Borrower that no consents, authorisations, licences and
approvals are necessary in any Relevant Jurisdiction to enable it to borrow the
Facility and to perform its obligations under this Agreement and each of the
other Finance Documents and evidence in form and substance satisfactory to the
Agent that all necessary consents and approvals of any Governmental Entity and
all third party approvals in connection with the borrowing of the Facility under
this Agreement have been obtained and remain in full force and effect and that
all applicable waiting periods shall have expired without any action being taken
by any Government Entity which in the sole opinion of the Agent restrains,
prevents or imposes any materially adverse conditions upon borrowing of the
Facility by the Borrower under this Agreement;

     

    
      	
              (c)

            	
              No
      judgments etc

            


    

     

    evidence
in form and substance satisfactory to the Agent that there are no judgments,
orders, injunctions or restraints of any kind prohibiting or imposing materially
adverse conditions on the borrowing by the Borrower of the Facility under this
Agreement and there has been no occurrence which in the opinion of the Borrower
and/or the Agent might give rise to a material adverse change in the financial
condition or any Security Party or the ability of any Security Party to perform
its obligations under this Agreement or any of the other Finance Documents or
which is reasonably likely to have a material adverse effect on the business,
property, assets, liability, condition or the property of the Borrower or the
Borrower’s Group;

     

    
      	
              (d)

            	
              No
      litigation or other event

            


    

     

    evidence
in form and substance satisfactory to the Agent that there is to the knowledge
of the Borrower having made due enquiry, no event or existing or threatened
litigation by any person with respect to the transactions contemplated by the
Finance Documents or which the Agent shall in its sole discretion determine is
reasonably likely to have a materially adverse effect on the business, property,
assets, liabilities, financial condition or otherwise or prospects of the
Borrower or of the Borrower’s Group taken as a whole;

     

    
      	
              (e)

            	
              Other
      consents and approvals

            


    

     

    a
confirmation from each of the other Security Parties that no consents,
authorisations, licences and approvals are necessary in any Relevant
Jurisdiction to enable that Security Party to enter into and to perform its
obligations under the Finance Documents to which it is a party;

     

    
      	
              (f)

            	
              Certified
      Underlying Documents

            


    

     

    a copy,
certified (in a certificate dated no earlier than five (5) Banking Days prior to
the date of this Agreement) as a true and complete copy by an officer of the
Borrower of each of the Underlying Documents in a form acceptable to the
Agent;

     

    
      	
              (g)

            	
              Charters

            


    


    
      
         


      

      
        67

        
          

        

      

      
         


      

    


    


    evidence
that each Ship is delivered under the relevant Charter duration
of which shall not expire prior to April 2009 at a rate of not less
than $22,500 for the Emmanuel Ship, the Theodore Ship, the Sarah Ship, the
Miriam Ship, the Queen Ship and the King Ship and US$17,500 for the Prince Ship
and the Princess Ship and otherwise on such terms and conditions satisfactory to
the Banks in their sole discretion;

    


    (h)           Accounts

     

    evidence
that the Accounts have been opened with the relevant Account Bank;

     

    (i)           Finance
Documents

     

    each
Finance Document duly executed , save for the Share Charges;

     

    (j)           Legal
opinions

     

    (i)         Marshall Islands/Liberian
opinion

     

          
an opinion of Raymond E. Simpson special legal advisers to the
Agent;

     

    (ii)         Owner(s)’ opinion

     

    an
opinion of the Agent’s special legal advisers in each Relevant Jurisdiction with
respect to the relevant Owner dated no earlier than two (2) days prior to the
date of this Agreement;

     

    (iii)        Manager(s)’
opinion

     

    an
opinion of the Agent’s special legal advisers in each Relevant Jurisdiction with
respect to the relevant Approved Manager dated no earlier than two (2) days
prior to the date of this Agreement;

     

     (iv)        German opinion

     

      
an opinion of Ehlermann Rindfleisch Gadow special legal advisers to the Agent in
Germany;

     

    (v)         Further opinions

     

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

     

    (vi)        Flag State
opinion

     

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

     

    (k)        Borrower’s
process agent

     

    a copy,
certified as a true copy by the Borrower’s solicitors or other person acceptable
to the Agent of a letter from the Borrower’s agent for receipt of service of
proceedings referred to in clause 18.2 accepting its appointment under the said
clause and under each of the other Finance Documents in which it is or is
to be appointed as the Borrower’s agent;

     


    
      
         


      

      
        68

        
          

        

      

      
         


      

    


    (l)         Owners'/Security
Parties' process agent

     

    a copy,
certified as a true copy by the Borrower’s solicitors or other person acceptable
to the Agent of a letter from the Owners' or the Security Parties' agent for
receipt of service of proceedings referred to in, inter alia, clause 10.2
of each Owner’s Guarantee accepting its appointment under the said
clause and under each of the other Finance Documents in which it is or is
to be appointed as such Owner’s or Security Party’s agent;

     

    (m)       Corporate
and capital structure

     

    evidence
that the corporate and capital structure of the Borrowers’ Group is in form and
substance acceptable to the Agent;

     

    (n)        Indebtedness
of the Borrower’s Group

     

    evidence
in form and substance satisfactory to the Agent that following the borrowing of
the Facility by the Borrower under this Agreement and save for the First Loan
under the Fist Loan Agreement that there shall be no outstanding Indebtedness in
respect of the Borrower’s Group, except for Borrowed Money pursuant to the
Finance Documents and such other disclosed Indebtedness of the Borrowers Group
as shall be acceptable to the Agent in its sole discretion;

     

    (o)        Parent
company

     

    evidence
in form and substance satisfactory to the Agent that each Owner is a
wholly-owned Subsidiary of the Borrower and that the Borrower and each Owner and
their respective assets are free of any Encumbrance except for Permitted
Encumbrances;

     

    (p)        Valuations

     

    copies,
certified by an officer of the Borrower, of valuations of each Ship dated no
earlier than fifteen (15) days prior to the Drawdown Date of the Facility
setting out the Fair Market Value of each relevant Ship, such valuations to be
conducted in accordance with clause 8.2.2 and each valuation to be in form and
substance acceptable to the Agent;

     

    (q)        Solvency
certificate

     

    The
Agent shall have received a solvency certificate signed by the Chief Financial
Officer of the Borrower and certified as correct by the Borrower’s auditor (such
auditor to be acceptable to the Agent), such solvency certificate to be in a
form and substance acceptable to the Agent and certifying that following the
borrowing of the Facility under this Agreement and incurring all of the other
financial accommodation that the Borrower shall incur, that individually and the
Borrower’s Group on a consolidated basis are not insolvent and will not be
rendered insolvent by the Indebtedness incurred in connection with such
transactions and the Borrower and the Borrower’s Group will have sufficient Free
Liquid Assets to utilise as working capital to pay the debts of the Borrower and
the Borrower’s Group as and when they fall due (on the basis that the Fleet
Market Value shall not be less than the greater of (i) seventy per cent (70%) of
the aggregate of the Facility and the First Loan and (ii) nine per cent (9%) of
the Facility;

     

    (r)         No
Default under any material agreement

     

    evidence
in form and substance satisfactory to the Agent that after the borrowing of the
Facility under this Agreement, that there shall be no Default under any Finance
Document, Underlying Document or any other material agreement of the Borrower’s
Group;

     


    
      
         


      

      
        69

        
          

        

      

      
         


      

    


    (s)         Fees,
commissions and expenses

     

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

    


    (t)         Ship
conditions

     

    evidence
that each Ship on the Drawdown Date of the Facility:

     

    
      	
               
      

            	
              (i)

            	
              Registration
      and Encumbrances

            


    

     

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

     

    
      	
               
      

            	
              (ii)

            	
              Classification

            


    

     

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

     

    
      	
               
      

            	
              (iii)

            	
              Insurance

            


    

     

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

     

    (u)        Covenants
and approvals

     

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

     

    (v)        Mortgage
registration

     

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

     

    (w)       Notices
of assignment and acknowledgements

     

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

     

    (x)        Insurance
opinion

     

    an
opinion from insurance consultants appointed by the Banks, on the Insurances
effected or to be effected in respect of each Ship;

     

    


     


    
      
         


      

      
        70

        
          

        

      

      
         


      

    


    (y)        Managers'
confirmation

     

    each
Approved Manager has confirmed in writing that the representations and
warranties set out in clause 7.2.11 are true and correct;

     

    (z)        Certificates
of financial responsibility

     

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

     

    (aa)      ISM
Code and ISPS Code documentation

     

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

     

     

     

    
      
         

      

      
        71

        
          

        

      

      
         

      

    

     

    Schedule 5

     

    Form
of Substitution Certificate

     

    


     

    [Note:
Banks are advised not to employ Substitution Certificates or otherwise to
assign, novate or transfer interests in the Agreement without first ensuring
that the transaction complies with all applicable laws and regulations in all
applicable jurisdictions.]

     

    


     

    
      	
              To:

            	
              NIBC
      Bank N.V. on its own behalf, as agent for the Banks party to the Agreement
      mentioned below and on behalf of Omega Navigation Enterprises,
      Inc.

            


    

     

    


     

    Attention:

     

    [Date]

     

    


     

    Substitution
Certificate

     

    This
Substitution Certificate relates to a $42,500,000 Junior Secured Facility
Agreement (the “Agreement”) dated [ ̃] 2008 between
(i) Omega Navigation Enterprises, Inc., (ii) the banks and financial
institutions whose respective names and addresses are set out in Schedule 1
thereto as Banks, (iii) The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
and NIBC Bank N.V. of The Netherlands as Swap Banks and (iv) NIBC Bank N.V. of
The Netherlands as Agent.

     

    
      	
              1

            	
              [name of Existing Bank]
      (the “Existing
      Bank”) (a) confirms the accuracy of the summary of its
      participation in the Agreement set out in the schedule below; and (b)
      requests [name of
      Substitute Bank] (the “Substitute”) to accept
      by way of novation the portion of such participation specified in the
      schedule hereto by counter-signing and delivering this Substitution
      Certificate to the Agent at its address for the service of notices
      specified in the Agreement along with the transfer fee of
      $3,000.

            


    

     

    
      	
              2

            	
              The
      Substitute hereby requests the Agent (on behalf of itself and the other
      Banks) to accept this Substitution Certificate as being delivered to the
      Agent pursuant to and for the purposes of clause 15.4 of the
      Agreement, so as to take effect in accordance with the respective terms
      thereof on [date of
      transfer] (the “Effective Date”) or on
      such later date as may be determined in accordance with the respective
      terms thereof.

            


    

     

    
      	
              3

            	
              The
      Agent (on behalf of itself, the other Banks and all other parties to the
      Agency Agreement) confirms the novation effected by this Substitution
      Certificate pursuant to and for the purposes of clause 15.4 of the
      Agreement so as to take effect in accordance with the respective terms
      thereof.

            


    

     

    
      	
              4

            	
              The
      Substitute confirms:

            


    

     

    
      	
               
      

            	
              (a)

            	
              that
      it has received a copy of the Agreement and each of the other Finance
      Documents and all other documentation and information required by it in
      connection with the transactions contemplated by this Substitution
      Certificate;

            


    

     

    
      	
               
      

            	
              (b)

            	
              that
      it has made and will continue to make its own assessment of the validity,
      enforceability and sufficiency of the Agreement, the other Finance
      Documents and this Substitution

            


    

     


    
      
         


      

      
        72

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Certificate
      and has not relied and will not rely on the Existing Bank or the Agent or
      any statements made by either of them in that
  respect;

            


    

     

    
      	
               
      

            	
              (c)

            	
              that
      it has made and will continue to make its own credit assessment of the
      Borrower and has not relied and will not rely on the Existing Bank or the
      Agent or any statements made by either of them in that respect;
      and

            


    

     

    
      	
               
      

            	
              (d)

            	
              that,
      accordingly, neither the Existing Bank nor the Agent shall have any
      liability or responsibility to the Substitute in respect of any of the
      foregoing matters.

            


    

     

    
      	
              5

            	
              Execution
      of this Substitution Certificate by the Substitute constitutes its
      representation to the Existing Bank and all other parties to the Agreement
      that it has power to become party to the Agreement as a Bank on the terms
      herein and therein set out and has taken all necessary steps to authorise
      execution and delivery of this Substitution
  Certificate.

            


    

     

    
      	
              6

            	
              The
      Existing Bank makes no representation or warranty and assumes no
      responsibility with respect to the legality, validity, effectiveness,
      adequacy or enforceability of the Agreement or any of the other Finance
      Documents or any document relating thereto and assumes no responsibility
      for the financial condition of the Borrower or any other party to the
      Agreement or any of the other Finance Documents or for the performance and
      observance by the Borrower or any other such party of any of its
      obligations under the Agreement or any of the other Finance Documents or
      any document relating thereto and any and all such conditions and
      warranties, whether express or implied by law or otherwise, are hereby
      excluded.

            


    

     

    
      	
              7

            	
              The
      Substitute hereby undertakes to the Existing Bank, the Borrower and the
      Agent and each of the other parties to the Agreement that it will perform
      in accordance with their terms all those obligations which by the
      respective terms of the Agreement will be assumed by it after acceptance
      of this Substitution Certificate by the
Agent.

            


    

     

    
      	
              8

            	
              All
      terms and expressions used but not defined in this Substitution
      Certificate shall bear the meaning given to them in the
      Agreement.

            


    

     

    
      	
              9

            	
              This
      Substitution Certificate and the rights and obligations of the parties
      hereunder shall be governed by and construed in accordance with English
      law.

            


    

     

    Note:                      This
Substitution Certificate is not a security, bond, note, debenture, investment or
similar instrument.

     

    AS WITNESS the hands of the
authorised signatories of the parties hereto on the date appearing
below.

     


    
      
         


      

      
        73

        
          

        

      

      
         


      

    


    The
Schedule

     

    


     

    
      	
              Commitment:
      $ [ ̃]

            	
              Portion
      Transferred: $ [ ̃]

            
	
              Contribution:
      $ [ ̃]

            	
              Portion
      Transferred: $ [ ̃]

            
	
              Next
      Interest Payment Date: [ ̃]

            


    

    


    


    



    
      
         


      

      
        74

        
          

        

      

      
         


      

    


    Administrative
Details of Substitute

     

    


     

    Lending
Office:  [ ̃]

    


    Account
for payments:  [ ̃]

    


    Telephone:  [ ̃]

    


    Fax:  [ ̃]

    


    Attention:  [ ̃]

    


    [Existing
Bank]                                                                                             [Substitute]

    By:
.......................                                                                                       By:
.......................

    Date:                                                                                                           Date:

    


    The
Agent

    By:

    


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

    on its
own behalf

    and on
behalf of the Borrower, the Banks and the Swap Banks

    


    Date:  [ ̃]

    


     


    
      
         


      

      
        75

        
          

        

      

      
         


      

    


    


     

    


    Schedule 6

     

    Compliance
Certificate

     

    To:        NIBC
Bank N.V.

    Carnegieplein
4

    2517 KJ
The Hague

    The
Netherlands

    


    From:    Omega
Navigation Enterprises, Inc

    Trust
Company Complex

    Ajeltake
Road

    Ajeltake
Island

    Majuro
MH 96960

    Marshall
Island

    


    Dated:                      [·]

     

    Dear
Sirs

     

    Financial
Agreement for a loan of $42,500,000

     

    dated [●] 2008 (the “Agreement”)

     

    
      	
              1

            	
              We
      refer to the Agreement.  This is a Compliance
      Certificate.  Terms defined in the Financial Agreement have the
      same meaning when used in this Compliance Certificate unless given a
      different meaning in this Compliance
  Certificate.

            


    

     

    
      	
              2

            	
              We
      refer to clause 8.5 of the Agreement and hereby certify
    that:

            


    

     

    (a)       Leverage Ratio

     

    Requirement:  Leverage
Ratio of not more than 70%.

     

    Satisfied
[YES] : [NO]

     

    
      	
               
      

            	
              (b)

            	
              Minimum
      Liquidity

            


    

     

    Requirement:  maintain
on a consolidated basis Minimum Liquidity.

     

    Satisfied
[YES] : [NO]

     

    
      	
               
      

            	
              (c)

            	
              Interest
      Coverage

            


    

     

    Requirement:  maintain
a ratio of EBITDA to Interest Payable on a trailing four (4) Financial Quarter
basis of not less than 2.00 to 1.00.

     

    Satisfied
[YES] : [NO]

     

    
      	
               
      

            	
              (d)

            	
              Security Value
      Maintenance

            


    

     

    Requirement:  Security
Value is not less than the Security Requirement.

     

    Satisfied
[YES] : [NO]

     


    
      
         


      

      
        76

        
          

        

      

      
         


      

    


    3     We
confirm that no Default is continuing.*

     

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

    Chief
Financial Officer

    Omega
Navigation Enterprises, Inc.

    


     

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

     

    for and
on behalf of

     

    [name of auditors of the
Company]**

     

    

      

    

     

      
        	
                *

              	
                If
      this statement cannot be made, the certificate should identify any Default
      that is continuing and the steps, if any, being taken to remedy
      it.

              


      

    

     

      
        	
                **

              	
                Only
      applicable if the Compliance Certificate accompanies the audited financial
      statements and is to be signed by the auditors.  To be agreed
      with the Company's auditors prior to signing the
  Agreement.

              


      

    


    
      
         


      

      
        77

        
          

        

      

      
         


      

    


    


     

    Schedule 7

     

    Calculation
of Additional Cost

     

    
      	
              1

            	
              The
      Additional Cost is an addition to the interest rate to compensate Banks
      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 Bank, in accordance with the paragraphs set out
      below.  The Additional Cost will be calculated by the Agent as a
      weighted average of the Banks' Additional Cost Rates (weighted in
      proportion to the percentage participation of each Bank in the relevant
      Facility) and will be expressed as a percentage rate per
      annum.

            


    

     

    
      	
              3

            	
              The
      Additional Cost Rate for any Bank lending from an office in any member
      state of the European Community that has adopted or adopts the Euro as its
      lawful currency in accordance with the legislation of the European
      Community relating to Economic and Monetary Union will be the percentage
      notified by that Bank to the Agent.  This percentage will be
      certified by that Bank in its notice to the Agent to be its reasonable
      determination of the cost (expressed as a percentage of that Bank's
      participation in all Loans made from that office) of complying with the
      minimum reserve requirements of the European Central Bank in respect of
      loans made from that office.

            


    

     

    
      	
              4

            	
              The
      Additional Cost Rate for any Bank lending from an Office in the United
      Kingdom will be calculated by the Agent as
  follows:

            


    

     

    in
relation to the Facility or an unpaid amount in any currency other than
sterling:

    
 

    
      
        	 
      	
                E x
      0.01

              	
                per cent. per
      annum

              
	 
      	
                300

              


      

    

     

    Where:

     

    
      	
               
      

            	
              E

            	
              is
      designed to compensate Banks 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 Arranger to the Agent pursuant to paragraph 6
      below and expressed in Pounds per
£1,000,000.

            


    

     

    
      	
              5

            	
              For
      the purposes of this Schedule:

            


    

     

    
      	
               
      

            	
              (a)

            	
              "Fees Rules" means the
      rules on periodic fees contained in the Supervision Manual of the
      Financial Services Authority Handbook of rules and guidance 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;

            


    

     

    
      	
               
      

            	
              (b)

            	
              "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);

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    
      	
               
      

            	
              (d)

            	
              “Pounds” and “£” mean the lawful
      currency of the United Kingdom.

            


    

     


    
      
         


      

      
        78

        
          

        

      

      
         


      

    


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

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      jurisdiction of its lending office;
and

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

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

     

    
      	
              8

            	
              The
      rates of charge of each Reference Bank for the purpose of E above shall be
      determined by the Agent based upon the information supplied to it pursuant
      to paragraphs 6 and 7 above and on the assumption that, unless a Bank
      notifies the Agent to the contrary, each Bank's obligations in relation to
      cash ratio 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 Bank and
      shall be entitled to assume that the information provided by any Bank or
      Reference Bank 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
      Additional Cost to the Banks on the basis of the Additional Cost Rate for
      each Bank based on the information provided by each Bank and each
      Reference Bank pursuant to paragraphs 3, 6 and 7
  above.

            


    

     

    
      	
              11

            	
              Any
      determination by the Agent pursuant to this Schedule in relation to a
      formula, the Additional Cost, an Additional Cost Rate or any amount
      payable to a Bank 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
      Banks, 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 Bank
      of England, 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.

            


    

     

    


     


    
      
         


      

      
        79

        
          

        

      

      
         


      

    


    


    


    
      	
              Borrower

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              SIGNED
by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

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

            
	
              OMEGA
      NAVIGATION ENTERPRISES, INC.

            	
              )

            	 
      	
              Attorney-in-fact

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Banks

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              SIGNED
by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

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

            
	
              BTMU
      CAPITAL CORPORATION

            	
              )

            	 
      	
              Authorised
      signatory

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              SIGNED
by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

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

            
	
              NIBC
      BANK N.V.

            	
              )

            	 
      	
              Attorney-in-Fact

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Swap
      Banks

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              SIGNED
by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD.

            	
              )

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

            
	
              New
      York Branch

            	
              )

            	 
      	
              Authorised
      signatory

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              SIGNED
by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

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

            
	
              NIBC
      BANK N.V.

            	
              )

            	 
      	
              [Authorised
      signatory]

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Agent

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              SIGNED
by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

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

            
	
              NIBC
      BANK N.V.

            	
              )

            	 
      	
              [Attorney-in-Fact]

            


    

    


    


    


    


    


    


    


    


    


    


    


    SK 23286 0002
889268


    
      
         


      

      
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