d890390_ex4-14.htm


    
       

      EXHIBIT
4.14


      EXECUTION
VERSION

      


      DATED          
           
              
              
2008

      


      


      


      


      


      


      LEMANNVILLE
NAVIGATION INC.

      


      -
and -

      


      TURNEVILLE
NAVIGATION INC.

      as
joint and several Borrowers

      


      -  and
-

      


      LLOYDS
TSB BANK PLC

      as
Lender

      


      


      


      


      


      


      _______________________

      


      LOAN
AGREEMENT

      ________________________

      


      


      Loan
Facility of up to $9,900,000

      


      


      


      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      INDEX

              

       

      
        	No. 	Description 	Page 


      

       

       

      
        	
                1.

              	
                ‎DEFINITIONS
      AND INTERPRETATION

              	
                 3

              


      

       

      
        	
                2.

              	
                ‎THE
      LOAN

              	
                 11

              


      

       

      
        	
                ‎3. 
      

              	
                DRAWDOWN

              	
                 11

              


      

       

      
        	
                ‎4.

              	
                REPAYMENT

              	
                 12

              


      

       

      
        	
                ‎5.

              	
                PREPAYMENT

              	
                 12

              


      

       

      
        	
                ‎6.

              	
                INTEREST
      PERIODS

              	
                 13

              


      

       

      
        	
                7.

              	
                ‎INTEREST
      AND DEFAULT INTEREST

              	
                 14

              


      

       

      
        	
                ‎8.

              	
                PAYMENTS

              	
                 15

              


      

       

      
        	
                ‎9.

              	
                NO
      SET-OFF, COUNTERCLAIM OR TAX DEDUCTION

              	
                 16

              


      

       

      
        	
                ‎10.

              	
                ACCOUNTS
      OF THE LENDER

              	
                 16

              


      

       

      
        	
                ‎11.

              	
                APPLICATIONS
      OF RECEIPTS

              	
                 17

              


      

       

      
        	
                ‎12.

              	
                CONDITIONS
      PRECEDENT

              	
                 17

              


      

       

      
        	
                ‎13.

              	
                SECURITY

              	
                 18

              


      

       

      
        	
                14.

              	
                REPRESENTATIONS
      AND WARRANTIES

              	
                 19

              


      

       

      
        	
                ‎15.

              	
                UNDERTAKINGS
      OF THE BORROWER

              	
                 22

              


      

       

      
        	
                ‎16.

              	
                EVENTS
      OF DEFAULT

              	
                 26

              


      

       

      
        	
                ‎17.

              	
                FEES,
      EXPENSES AND INDEMNITIES

              	
                 29

              


      

       

      
        	
                ‎18.

              	
                CHANGES
      IN CIRCUMSTANCES

              	
                 31

              


      

       

      
        	
                ‎19.

              	
                INCREASED
      COST

              	
                 33

              


      

       

      
        	
                ‎20.

              	
                ILLEGALITY

              	
                 34

              


      

       

      
        	
                ‎21.

              	
                JOINT
      AND SEVERAL LIABILITY

              	
                 35

              


      

       

      
        	
                ‎22.

              	
                ASSIGNMENTS
      AND TRANSFERS

              	
                 36

              


      

       

      
        	
                ‎23.

              	
                SET-OFF

              	
                 37

              


      

       

      
        	
                ‎24.

              	
                MISCELLANEOUS

              	
                 37

              


      

       

      
        	
                ‎25.

              	
                NOTICES

              	
                 38

              


      

       

      
        	
                ‎26.

              	
                APPLICABLE
      LAW AND JURISDICTION

              	
                 40

              


      

       

      
        	
                
                  SCHEDULE
      1 - FORM OF NOTICE OF DRAWDOWN

                

              	
                42

              


      

       

      
        	
                
                  SCHEDULE
      2 CONDITIONS PRECEDENT DOCUMENTS AND
    EVIDENCE

                

              	
                43

              


      

       

      
        	
                
                  SCHEDULE
      3  DETAILS OF THE VESSELS

                

              	
                45

              


      

       

      
        	
                
                  SCHEDULE
      4 Mandatory Cost formulae

                

              	
                46

              


      

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIS AGREEMENT is made
on                                                                            2008

      


      BETWEEN

      


      
        	
                1.

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

              


      

      


      2.         LLOYDS TSB BANK PLC as
Lender.

      


      WHEREAS

      


      The
Lender has agreed to make available to the Borrowers, as joint and several
borrowers, a loan facility of up to $9,900,000 to assist the Borrowers in
financing (in part) the deposit to be made by the relevant Borrower pursuant to
the MOAs.

      


      IT
IS AGREED AS FOLLOWS

      


      
        	
                1.  

              	
                DEFINITIONS
      AND INTERPRETATION

              


      

       

      
        	
                1.1  

              	
                Definitions

              


      

       

      In
this Agreement, including the Recital, the following expressions shall have the
following meanings:

       

      "Applicable Margin" means 1.30%
per annum;

       

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

       

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

       

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

       

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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

      "Commitment Period" means the
period commencing on the date of this Agreement and ending on the earlier of (a)
31 May 2008, (b) the final Drawdown Date and (c) the date on which the Lender's
obligation to make available the Loan (or any part thereof) is
cancelled;

       

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

       

      
        	
                 
      

              	
                (a)

              	
                excluding
      any such obligations owed to any other member of the
  Group;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                including
      the interest element of leasing and hire purchase
  payments;

              


      

       

      
        	
                 
      

              	
                (c)

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

              


      

       

      
        	
                 
      

              	
                (d)

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

              


      

       

      
        	
                 
      

              	
                (e)

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

              


      

       

      "Construction Total Loss" means
a total loss of a Vessel as defined in each of the Shipbuilding
Contracts;

       

      "Corporate Guarantee" means the
guarantee to be executed by the Corporate Guarantor in favour of the Lender in
the agreed form;

       

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

       

      
        	
                 
      

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

              


      

       

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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Default Rate" means the annual
rate of interest determined in accordance with Clause 7.3;

       

      "Delivery Date" means, in
relation to each Vessel, the date on which such Vessel is delivered by the
Seller to the relevant Borrower pursuant to the applicable MOA;

       

      "Deposit" means, in relation to
each MOA, the deposit to be lodged in the Deposit Account by the applicable
Borrower;

       

      "Deposit Account" means, in
relation to each Vessel, the joint account opened by the applicable Borrower and
the Seller with Deutsche Schiffsbank AG pursuant to the applicable
MOA;

       

      "Dollars" (and the sign "$")
means the lawful currency for the time being of the United States of
America;

       

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

       

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

       

      
        	 	
                (a)  

              	
                before
      deducting any Consolidated Net Finance
Charges;

              


      

       

      
        	 	
                (b)  

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

              


      

       

      
        	 	
                (c)  

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

              


      

       

      
        	 	
                (d)  

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

              


      

       

      in
each case, to the extent added, deducted or taken into account, as the case may
be, for the purposes of determining the profits of the Group from ordinary
activities before taxation;

       

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

       

      "Event of Default" means any of
the events listed in Clause ‎16.1;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Fee Letter" means the fee
letter agreement dated the same date as this Agreement made between the Lender
and the Borrowers in respect of, among other things, the fees payable under
Clause ‎17.1;

       

      "Financial Indebtedness" means
any indebtedness in respect of:

       

      (a)       moneys
borrowed or raised and interest thereon;

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      (c)       acceptance,
documentary credit or guarantee facilities;

       

      (d)       deferred
payments for assets or services acquired;

       

      
        	
                 
      

              	
                (e)

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

              


      

       

      (f)        payments
under hire purchase contracts;

       

      (g)       factored
debts, to the extent that there is recourse;

       

      
        	
                 
      

              	
                (h)

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

              


      

       

      (i)        any
interest or currency swap or any other form of derivative
transaction;

       

      
        	
                 
      

              	
                (j)

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

              


      

       

      
        	
                 
      

              	
                (k)

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

              


      

       

      "Group" means the Corporate
Guarantor and its subsidiaries;

       

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

       

      "Interest Date" means a date
upon which interest is due and payable in accordance with Clause ‎7.1;

       

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

       

      "Interest Period" means each
period determined in accordance with Clause ‎6
or Clause ‎18,
as the case may be;

       

      "Interest Rate" means the
annual rate of interest which is determined by the Lender in accordance with
Clause 7.2 or Clause ‎18,
as the case may be;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      
        	
                 
      

              	
                (a)

              	
                the
      applicable Screen Rate; or

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      at
or about 11.00 a.m. London time 2 Banking Days before the commencement of that
period for the offering of deposits in Dollars in an amount comparable to the
Loan or relevant part thereof or other relevant sum (as the case may be) and for
a period comparable to that period;

       

      "Loan" means the amount of up
to $9,900,000 to be advanced by the Lender to the Borrowers under this Agreement
in up to 2 Tranches and, as the context may require, means the principal amount
from time to time outstanding under this Agreement;

       

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

       

      "Mandatory Cost" means the
percentage rate per annum calculated by the Lender in accordance with Schedule
4;

      


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

      


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

       

      "MOA Assignment" means, in
relation to a Vessel, the assignment of the MOA of that Vessel to be executed by
the relevant Borrower in favour of the Lender in the agreed form;

       

      "Notice of Drawdown" means a
notice in the form set out in ‎Schedule 1;

       

      "Obligor" means any party from
time to time to any of the Security Documents, other than the
Lender;

       

      "Outstanding Indebtedness"
means the aggregate of the Loan, all interest accrued on the Loan and all other
sums of money whatsoever from time to time due or owing actually or contingently
to the Lender under or pursuant to the Security Documents;

       

      "Permitted Encumbrance" means
any Encumbrance created by or pursuant to the Security Documents;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Potential Event of Default"
means an event or circumstance which, with only the giving of any notice, lapse
of time, determination of the Lender in accordance with the relevant provisions
of this Agreement and the other Security Documents or satisfaction of any other
condition would constitute an Event of Default;

       

      "Repayment Date" means each of
the Banking Days upon which a Repayment Instalment is due and payable in
accordance with Clause ‎4.1;

       

      "Repayment Instalment" means
the bullet instalment of each Tranche becoming due on a Repayment Date in
accordance with Clause ‎4.1;

       

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

       

      "Security Documents" means this
Agreement, the documents specified in Clause ‎13
and any and every other document from time to time executed to secure, or to
establish a subordination or priorities arrangement in relation to, all or any
of the obligations of any person to the Lender under this Agreement or any other
Security Documents;

       

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

       

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

      


      "Shares Charge" means, in
relation to either Borrower, the deed creating security over the whole of the
issued share capital of that Borrower to be executed by the Corporate Guarantor,
in such form as the Lender may approve or require;

      


      "Shipbuilding Contract" means
in respect of Hull No. 2143, the shipbuilding contract dated 7 December 2006
made between the Shipyard and the Seller together with the side agreement dated
7 December 2006 made between the Shipyard and the Seller (as the same may be
amended from time to time) and in respect of Hull No. 2198, the shipbuilding
contract dated 4 September 2007 made between the Shipyard and the Seller (as the
same may be amended from time to time);

      


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

      


      "Term Loan" means an amount not
exceeding $83,250,000 or such other amount being the commitment made
available to the Borrowers by the TL Lenders under the Term Loan
Agreement;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      "Term Loan Agreement" means the
syndicated loan facility agreement made or to be made between, among others, the
Lender, as agent and security trustee, the Borrowers and a syndicate of banks
and financial institutions, including the Lender (together, the "TL Lenders") pursuant to which
the TL Lenders will make available to the Borrowers a facility of up to
$83,250,000 to finance the acquisition of the Vessels;

      


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

      


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

      


      "Tranche" means each Tranche of
the Loan to be made available in one advance and, in relation to each Tranche,
to be in the maximum amount of $4,950,000 and to be made available in accordance
with Clause 2.1 and, as the context may require, means the principal amount
thereof outstanding from time to time under this Agreement and "Tranches" means both of
them;

       

      "Transaction Documents" means,
together, the Term Loan Agreement, the MOAs and the Shipbuilding Contracts;
and

       

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

       

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

       

      
        	
                1.2  

              	
                Interpretation

              


      

       

      
        	 	
                1.2.1  

              	
                The
      following expressions shall be construed in the following
      manner:

              


      

       

      "Lender" includes the
successors and assigns of the Lender;

       

      "Borrowers", "Corporate Guarantor" and
"Obligor" include their
respective legal personal representatives, administrators, successors and
permitted assigns;

       

      "person" includes a corporate
entity and any body of persons, corporate or unincorporate;

       

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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

      
        	 	
                1.2.2  

              	
                Unless
      the context otherwise requires, words in the singular include the plural
      and vice versa.

              


      

       

      
        	 	
                1.2.3  

              	
                References
      to any document include the same as varied, supplemented or replaced from
      time to time.

              


      

       

      
        	 	
                1.2.4  

              	
                References
      to any enactment include re-enactments, amendments and extensions
      thereof.

              


      

       

      
        	 	
                1.2.5  

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

              


      

       

      
        	 	
                1.2.6  

              	
                Unless
      otherwise specified, references to Clauses, Recitals and Schedules are
      respectively to Clauses of and Recitals and Schedules to this
      Agreement.

              


      

       

      
        	 	
                1.2.7  

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

              


      

       

      
        	 	
                1.2.8  

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

              


      

       

      
        	 	
                1.2.9  

              	
                For
      the purpose of this Agreement, the Tranche "applicable" to a Vessel or to
      a Borrower is the Tranche used by a Borrower to finance the payment of the
      deposit under the applicable MOA.

              


      

       

      
        	 	
                1.2.10  

              	
                Reference
      in this Agreement to a document being in an agreed form are to a document
      in the form attached to a certificate dated the same date as this
      Agreement and signed for identification purposes by the Borrowers and the
      Lender and include references to that form with any modifications to that
      form which the Lender agrees with the
Borrowers.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                2.  

              	
                THE
      LOAN

              


      

       

      
        	
                2.1  

              	
                Agreement
      to advance

              


      

       

      Subject
to the provisions of this Agreement the Lender agrees to make available the Loan
to the Borrowers in the maximum amount of $9,900,000 and to be divided into 2
Tranches as follows:

       

      
        	 	
                2.1.1  

              	
                a
      Tranche in the amount of $4,950,000 which is to be applied by Lemannville
      Navigation Inc. in using as a deposit and in paying part of the purchase
      price due to the Seller under the relevant MOA upon delivery of Hull No.
      2143 to Lemannville Navigation Inc.;
and

              


      

       

      
        	 	
                2.1.2  

              	
                a
      Tranche in the amount of $4,950,000 which is to be applied by Turneville
      Nagivation Inc. in using as a deposit and in paying part of the purchase
      price due to the Seller under the relevant MOA upon delivery Hull No. 2198
      to Turneville Navigation Inc.

              


      

       

      
        	
                2.2  

              	
                Availability

              


      

       

      Each
Tranche will be available to be drawn in one amount on the relevant Drawdown
Date and is to be applied exclusively for the purposes referred to in the
Recital, provided that the Lender shall not be bound to monitor or verify the
application of the proceeds of the Loan.

       

      
        	
                2.3  

              	
                Duration
      of Lender's commitment

              


      

       

      The
Lender will have no liability whatsoever to advance a Tranche (or any part
thereof) after the date of the expiry of the Commitment Period and either
Tranche which has not been advanced to the Borrowers at the close of business on
such date shall be cancelled.

       

      
        	
                3.  

              	
                DRAWDOWN

              


      

       

      
        	
                3.1  

              	
                Notice
      of drawdown

              


      

       

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

       

      
        	 	
                3.1.1  

              	
                be
      effective on receipt by the Lender;

              


      

       

      
        	 	
                3.1.2  

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

              


      

       

      
        	 	
                3.1.3  

              	
                specify
      the Borrowers' choice of duration of the Interest Period for that
      Tranche;

              


      

       

      
        	 	
                3.1.4  

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

              


      

       

      
        	 	
                3.1.5  

              	
                constitute
      a representation and warranty in the terms of Clause ‎14;
      and

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.1.6  

              	
                be
      irrevocable.

              


      

       

      
        	
                3.2  

              	
                Conditions
      precedent

              


      

       

      Notwithstanding
the giving of Notice of Drawdown pursuant to Clause ‎3.1,
the Lender shall not be obliged to disburse any funds until all the conditions
set out in Clause ‎12
have been satisfied.

       

      
        	
                3.3  

              	
                Application
      of Loan proceeds

              


      

       

      Subject
to the provisions of this Agreement, the Lender will make available each Tranche
of the Loan to the Borrowers on its Drawdown Date by applying the same in
accordance with the Notice of Drawdown.

       

      
        	
                3.4  

              	
                Deemed
      Indebtedness

              


      

       

      Each
payment by the Lender under Clause ‎3.3
shall constitute an advance of the relevant Tranche of the Loan and the
Borrowers shall thereupon become indebted, as principal and direct obligors, to
the Lender in the amount of that Tranche.

       

      
        	
                4.  

              	
                REPAYMENT

              


      

       

      
        	
                4.1  

              	
                Repayment
      of Loan

              


      

       

      Subject
to the provisions of this Agreement, the Borrowers shall repay each Tranche by a
bullet payment on the applicable Delivery Date.

       

      
        	
                4.2  

              	
                Final
      repayment

              


      

       

      On
the final Repayment Date (which shall be no later than 31 October 2010) the
Borrowers shall additionally pay to the Lender all sums which are then accrued
or owing to the Lender under any Security Document.

       

      
        	
                5.  

              	
                PREPAYMENT

              


      

       

      
        	
                5.1  

              	
                Minimum
      prepayment and notice

              


      

       

      The
Borrowers shall have the right to prepay without premium or penalty either
Tranche, in whole or in part, on any Interest Date subject to the following
conditions:

       

      
        	 	
                5.1.1  

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

              


      

       

      
        	 	
                5.1.2  

              	
                the
      Lender must receive not less than 15 days' written notice specifying
      the amount to be prepaid and the date on which the prepayment is to be
      made.

              


      

       

      
        	
                5.2  

              	
                Mandatory
      prepayment

              


      

       

      In
relation to each Tranche, if either (a) a Vessel
or a Borrower's rights under an MOA is sold or, as the case may be, assigned or
otherwise transferred or (b) a Vessel
becomes a Construction Total Loss or (c) the applicable
Borrower becomes entitled to a refund of the moneys held in the applicable
Deposit Account, then the Borrowers shall on the Relevant Date prepay to the
Lender an amount equal to the outstanding Tranche together with all other
applicable Outstanding Indebtedness.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      For
the purposes of this Clause ‎5.2:

       

      "Relevant Date" means, in
relation to a Vessel, the date which is the earlier of:

       

      
        	 	
                5.2.1  

              	
                the
      date upon which that Vessel is sold or the applicable MOA is
      assigned;

              


      

       

      
        	 	
                5.2.2  

              	
                the
      date 30 days after the date of the Construction Total Loss;
      and

              


      

       

      
        	 	
                5.2.3  

              	
                the
      date upon which the applicable Deposit is released to the applicable
      Borrower pursuant to the terms of the
MOA.

              


      

       

      
        	
                5.3  

              	
                Conditions
      of prepayment

              


      

       

      The
following shall apply to any prepayment under this Agreement:

       

      
        	 	
                5.3.1  

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

              


      

       

      
        	 	
                5.3.2  

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

              


      

       

      
        	 	
                5.3.3  

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

              


      

       

      
        	 	
                5.3.4  

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

              


      

       

      
        	 	
                5.3.5  

              	
                any
      prepayment shall be made together with any Breakage
  Costs.

              


      

       

      
        	
                6.  

              	
                INTEREST
      PERIODS

              


      

       

      
        	
                6.1  

              	
                Borrowers'
      selection of Interest Periods

              


      

       

      Subject
to Clause ‎6.2
and to the other provisions of this Agreement, the Borrowers may, by giving
notice in writing to the Lender not later than 10.00 a.m. London time 2 Banking
Days before the first day of each Interest Period, select the duration (being a
period of 1, 3 or 6 months or such other period as the Borrowers may select and
the Lender may agree) of that Interest Period.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                6.2  

              	
                Determination
      of duration

              


      

       

      In
relation to each Tranche, the following shall apply in determining the duration
of an Interest Period:

       

      
        	 	
                6.2.1  

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

              


      

       

      
        	 	
                6.2.2  

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

              


      

       

      
        	 	
                6.2.3  

              	
                if
      any Repayment Date falls within the Interest Period, a separate Interest
      Period shall be selected in respect of the part of the Tranche due to be
      repaid under Clause ‎4
      on such Repayment Date, the expiry of which period coincides with the
      relevant Repayment Date (and for this purpose alone the Borrowers shall be
      entitled to select Interest Periods of different lengths in relation to
      such Tranche);

              


      

       

      
        	 	
                6.2.4  

              	
                in
      the absence of any such selection by the Borrower of the duration of an
      Interest Period, or if the Lender shall certify to the Borrower that the
      funds requested are not available for an Interest Period of the duration
      selected by the Borrower, the duration of that Interest Period shall
      (subject as provided in this Clause 6.2) be 3 months or such other period
      as the Lender may specify;

              


      

       

      
        	 	
                6.2.5  

              	
                if
      the last day of any Interest Period would otherwise fall on a day which is
      not a Banking Day, that Interest Period shall be extended (subject to
      Clause ‎6.2.6
      below) so as to end on the next succeeding Banking Day, unless by virtue
      of such extension the Interest Period would end in the next calendar
      month, in which case it shall be shortened so as to end on the immediately
      preceding Banking Day; and

              


      

       

      
        	 	
                6.2.6  

              	
                no
      Interest Period shall extend beyond the final Repayment
    Date.

              


      

       

      
        	
                6.3  

              	
                Lender's
      notification of Interest Period

              


      

       

      The
Lender will notify the Borrowers of each determination of the duration of an
Interest Period promptly upon the determination thereof.

       

      
        	
                7.  

              	
                INTEREST
      AND DEFAULT INTEREST

              


      

       

      
        	
                7.1  

              	
                Interest
      Dates

              


      

       

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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                7.2  

              	
                Interest
      Rate

              


      

       

      Subject
to the provisions of this Agreement, the Interest Rate applicable to the Loan or
any part thereof (as the case may be) for each Interest Period relating thereto
will be the annual rate of interest determined by the Lender to be the aggregate
of (a) the Applicable Margin, (b) LIBOR for that Interest Period and (c) the
Mandatory Cost, if any, but only to the extent that the amount of the Mandatory
Cost represents a change to the amount applicable at the date of this
Agreement.

       

      
        	
                7.3  

              	
                Default
      interest

              


      

       

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

       

      
        	 	
                7.3.1  

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

              


      

       

      
        	 	
                7.3.2  

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

              


      

       

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

       

      
        	
                8.  

              	
                PAYMENTS

              


      

       

      
        	
                8.1  

              	
                Place
      of payment

              


      

       

      Unless
otherwise specified by the Lender, all moneys to be paid by the Borrowers to the
Lender under this Agreement and any of the other Security Documents shall be
paid to the Lender:

       

      
        	 	
                8.1.1  

              	
                by
      not later than 10.00 a.m. (London
time);

              


      

       

      
        	 	
                8.1.2  

              	
                on
      their due date in Dollars, in funds which are for same day settlement in
      the New York Clearing House Interbank Payments System (or in such other
      Dollar funds as shall for the time being be customary for settlement of
      international banking transactions in Dollars);
  and

              


      

       

      
        	 	
                8.1.3  

              	
                to
      such account as the Lender may from time to time notify the
      Borrowers.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                8.2  

              	
                Non-Banking
      Days

              


      

       

      All
payments due shall be made on a Banking Day.  If the due date for
payment falls on a day which is not a Banking Day:

       

      
        	 	
                8.2.1  

              	
                the
      payment or payments due shall be made on the first Banking Day thereafter,
      provided this falls in the same calendar month;
  and

              


      

       

      
        	 	
                8.2.2  

              	
                if
      it does not, payment shall fall due and be made on the immediately
      preceding Banking Day.

              


      

       

      
        	
                8.3  

              	
                Accrual
      of interest and periodic payments

              


      

       

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

       

      
        	
                9.  

              	
                NO
      SET-OFF, COUNTERCLAIM OR TAX
DEDUCTION

              


      

       

      
        	
                9.1  

              	
                No
      set-off or counterclaim

              


      

       

      All
payments to be made by the Borrowers under this Agreement and any of the other
Security Documents shall be made:

       

      
        	 	
                9.1.1  

              	
                without
      set-off or counterclaim; and

              


      

       

      
        	 	
                9.1.2  

              	
                free
      and clear of, and without deduction for or on account of, any present or
      future taxes, unless a Borrower is compelled by law to make payment
      subject to any such tax.

              


      

       

      
        	
                9.2  

              	
                Gross
      up

              


      

       

      If
a Borrower is compelled by law to make payment subject to such taxes, that
Borrower will:

       

      
        	 	
                9.2.1  

              	
                promptly
      notify the Lender upon becoming aware of such
  requirement;

              


      

       

      
        	 	
                9.2.2  

              	
                pay
      the Lender such additional amounts as may be necessary to ensure that the
      Lender receives a net amount equal to the full amount which the Lender
      would have received had such payment not been subject to such taxes;
      and

              


      

       

      
        	 	
                9.2.3  

              	
                deliver
      to the Lender copies of the receipts from the relevant government
      authority or body evidencing the due and punctual payment of such
      taxes.

              


      

       

      
        	
                10.  

              	
                ACCOUNTS
      OF THE LENDER

              


      

       

      
        	
                10.1  

              	
                Lender
      to open accounts

              


      

       

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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                10.2  

              	
                Conclusiveness
      of entries

              


      

       

      The
Borrowers' obligation to repay the Loan or any part thereof, to pay interest
thereon and to pay all other sums due under the Security Documents shall be
conclusively evidenced (in the absence of manifest error) by the entries from
time to time made in the accounts opened and maintained under this Clause ‎10.

       

      
        	
                11.  

              	
                APPLICATIONS
      OF RECEIPTS

              


      

       

      
        	
                11.1  

              	
                Order
      of application

              


      

       

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

       

      
        	
                 
      

              	
                FIRST:

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

              


      

       

      
        	 	
                SECONDLY:

              	
                in
      or towards the satisfaction of any amounts forming the balance of the
      Outstanding Indebtedness which are then due and payable, whether by reason
      of payment demanded or otherwise, in such order of application as the
      Lender may think fit;

              


      

       

      
        	 	
                THIRDLY:

              	
                at
      the Lender's discretion, in retention on suspense account of such amount
      as the Lender may consider appropriate to secure the discharge of any part
      of the Outstanding Indebtedness not then due and payable, and, upon the
      same becoming due and payable, in or towards the discharge thereof in
      accordance with the foregoing provisions of this Clause ‎11.1;
      and

              


      

       

      
        	 	
                FOURTHLY:

              	
                the
      balance (if any) shall be paid to the Borrowers or other person
      entitled.

              


      

       

      
        	
                11.2  

              	
                Waiver
      of right of appropriation

              


      

       

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

       

      
        	
                12.  

              	
                CONDITIONS
      PRECEDENT

              


      

       

      
        	
                12.1  

              	
                Conditions
      to be satisfied

              


      

       

      The
Lender will not be obliged to advance either Tranche of the Loan and the
Borrowers shall not be entitled to draw down either Tranche of the Loan unless
the following conditions precedent are satisfied:

       

      
        	 	
                12.1.1  

              	
                the
      Lender has received a duly completed Notice of
  Drawdown;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                12.1.2  

              	
                the
      Lender has received payment of the fees and expenses specified in Clause
      ‎17
      to the extent due and payable;

              


      

       

      
        	 	
                12.1.3  

              	
                the
      Lender or its legal advisers have received the documents and evidence
      described in Schedule 2, in form and substance satisfactory to them on or
      before the dates specified in Schedule
2;

              


      

       

      
        	 	
                12.1.4  

              	
                the
      Lender is satisfied that:

              


      

       

      
        	 	
                (a)  

              	
                the
      representations and warranties contained in Clause ‎14
      are true and correct at the Drawdown
Date;

              


      

       

      
        	 	
                (b)  

              	
                none
      of the circumstances specified in Clauses ‎18,
      ‎19
      or ‎20
      is subsisting; and

              


      

       

      
        	 	
                (c)  

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

              


      

       

      
        	
                12.2  

              	
                Waiver
      of conditions precedent

              


      

       

      If
the Lender, in its absolute discretion, makes available either Tranche
notwithstanding that one or more of the conditions precedent specified above
remains unsatisfied on the applicable Drawdown Date, then the Borrowers shall
procure the satisfaction of such condition or conditions precedent within 14
days thereafter or such longer period as the Lender may, in its absolute
discretion, agree in writing.

       

      
        	
                13.  

              	
                SECURITY

              


      

       

      
        	
                13.1  

              	
                Borrowers
      to provide security

              


      

       

      As
security for the payment of the Outstanding Indebtedness, the Borrowers shall
execute, deliver to, and (where appropriate) register, and, as the case may be,
procure that there is executed, delivered to and (where appropriate) registered,
in favour of the Lender, in form and substance satisfactory to the Lender, the
Security Documents set out in Clause ‎13.2
on or before the relevant dates specified in that Clause.

       

      
        	
                13.2  

              	
                Security
      to be provided before Drawdown Date of a
Tranche

              


      

       

      The
following Security Documents shall be executed, delivered and (where
appropriate) registered on or before the date on which the Notice of Drawdown
for either Tranche is given:

       

      
        	 	
                13.2.1  

              	
                each
      MOA Assignment;

              


      

       

      
        	 	
                13.2.2  

              	
                each
      Shares Charge; and

              


      

       

      
        	 	
                13.2.3  

              	
                the
      Corporate Guarantee.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                14.  

              	
                REPRESENTATIONS
      AND WARRANTIES

              


      

       

      
        	
                14.1  

              	
                Date
      of representations and warranties

              


      

       

      The
Borrowers represent and warrant that the following matters are true at the date
of this Agreement.

       

      
        	
                14.2  

              	
                Existence,
      powers and compliance

              


      

       

      Each
Borrower:

       

      
        	 	
                14.2.1  

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

              


      

       

      
        	 	
                14.2.2  

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

              


      

       

      
        	 	
                14.2.3  

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

              


      

       

      
        	 	
                14.2.4  

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

              


      

       

      
        	
                14.3  

              	
                Capacity
      and authorisation

              


      

       

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

       

      
        	
                14.4  

              	
                No
      contravention of laws or contractual
  restrictions

              


      

       

      The
entry into and performance by each Borrower of this Agreement and the other
Security Documents and the Transaction Documents to which it is party do not and
will not:

       

      
        	 	
                14.4.1  

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

              


      

       

      
        	 	
                14.4.2  

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

              


      

       

      
        	
                14.5  

              	
                No
      third party Encumbrances

              


      

       

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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                14.6  

              	
                Licences
      and approvals in force

              


      

       

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

       

      
        	
                14.7  

              	
                Validity
      and enforceability

              


      

       

      When
duly executed and delivered, and where applicable registered, each of this
Agreement and the other Security Documents will:

       

      
        	 	
                14.7.1  

              	
                constitute
      the legal, valid and binding obligations of the parties thereto;
      and

              


      

       

      
        	 	
                14.7.2  

              	
                will
      create a perfected security interest with the required priority in the
      assets and revenues intended to be covered thereby, enforceable against
      the parties thereto in accordance with their respective
    terms,

              


      

       

      except
insofar as enforcement may be limited by any applicable laws relating to
bankruptcy, insolvency, administration and similar laws affecting creditors'
rights generally.

       

      
        	
                14.8  

              	
                Status
      of Transaction Documents

              


      

       

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

       

      
        	
                14.9  

              	
                No
      breach or default

              


      

       

      Neither
Borrower is:

       

      
        	 	
                14.9.1  

              	
                in
      breach of any law, governmental directive, guideline or policy statement,
      whether having the force of law or not;
or

              


      

       

      
        	 	
                14.9.2  

              	
                in
      default under any agreement to which it is party or by which it may be
      bound.

              


      

       

      
        	
                14.10  

              	
                No
      litigation current or pending

              


      

       

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

       

      
        	
                14.11  

              	
                No
      default

              


      

       

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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                14.12  

              	
                Choice
      of law and jurisdiction

              


      

       

      The
choice of English law to govern this Agreement and the choice of the relevant
set of laws made in each of the other Security Documents and the submission by
the Borrowers to the jurisdiction of the relevant courts in each Security
Document is valid and binding, and neither Borrower is entitled to claim any
immunity in relation to itself or its assets under any law or in any
jurisdiction in connection with any legal proceedings, set-off or counterclaim
relating to this Agreement or the other Security Documents or in connection with
the enforcement of any judgement or order arising from such
proceedings.

       

      
        	
                14.13  

              	
                Truth
      of financial and other information

              


      

       

      The
actual (and not projected) financial and other information supplied to the
Lender by or on behalf of either Borrower or any other Obligor in connection
with the negotiation and the preparation of this Agreement or delivered to the
Lender pursuant to this Agreement is true and accurate in all material respects
when given, and does not contain any misstatement of fact or omit any material
fact.

       

      
        	
                14.14  

              	
                No
      deterioration of financial
condition

              


      

       

      Neither
Borrower's or the Corporate Guarantor's financial condition has suffered any
material deterioration since that condition was last disclosed to the
Lender.

       

      
        	
                14.15  

              	
                No
      liability to deduction or
withholding

              


      

       

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

       

      
        	
                14.16  

              	
                No
      established place of business in United
Kingdom

              


      

       

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

       

      
        	
                14.17  

              	
                Pari
      passu obligations

              


      

       

      Each
Borrower's obligations under this Agreement and the other Security Documents
will rank at least pari passu with all of its other unsecured and unsubordinated
obligations and liabilities from time to time outstanding other than as
preferred by statute.

       

      
        	
                14.18  

              	
                Money
      Laundering

              


      

       

      Any
borrowing by any of the Borrowers or other Obligor and the performance of their
respective obligations hereunder or under the Security Documents to which it is
a party will be for its own account and will not involve any breach by it of any
law or regulatory measure relating to money laundering as defined in Article 1
of the Directive (91/308/EEC) of the Council of the European Communities or any
equivalent law or regulatory measure in any other jurisdiction.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                14.19  

              	
                No
      commissions or rebates

              


      

       

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

       

      
        	
                14.20  

              	
                Status
      of Shipbuilding Contracts and MOAs

              


      

       

      The
Borrowers are not aware (having made due enquiry) of any breach or default by
any party of any to the Shipbuilding Contracts or MOAs.

       

      
        	
                14.21  

              	
                Continuing
      nature of representations and
warranties

              


      

       

      The
Borrowers agree that the representations set out in this Clause ‎14
shall survive the execution of this Agreement and shall be deemed to be repeated
on each Drawdown Date and on each Interest Date with reference to the facts and
circumstances then subsisting, as if made on such date.

       

      
        	
                15.  

              	
                UNDERTAKINGS
      OF THE BORROWERS

              


      

       

      
        	
                15.1  

              	
                Duration
      of undertakings

              


      

       

      Each
Borrower shall comply with the undertakings contained in this Clause ‎15
which shall remain in force from the date of this Agreement to the end of the
Security Period.

       

      
        	
                15.2  

              	
                General
      undertakings

              


      

       

      Each
Borrower shall:

       

      
        	 	
                15.2.1  

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

              


      

       

      
        	 	
                15.2.2  

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

              


      

       

      
        	 	
                15.2.3  

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

              


      

       

      
        	 	
                (a)  

              	
                its
      ability, or the ability of any other Obligor, to perform its obligations
      under the Security Documents; or

              


      

       

      
        	 	
                (b)  

              	
                the
      security constituted by the Security
Documents;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                15.2.4  

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

              


      

       

      
        	 	
                15.2.5  

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

              


      

       

      
        	 	
                15.2.6  

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

              


      

       

      
        	 	
                15.2.7  

              	
                conduct
      its business in a proper and efficient manner and not change the nature,
      organisation or conduct of its business as presently
    conducted

              


      

       

      
        	 	
                15.2.8  

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

              


      

       

      
        	 	
                15.2.9  

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

              


      

       

      
        	 	
                15.2.10  

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

              


      

       

      
        	 	
                15.2.11  

              	
                procure
      that the Corporate Guarantor provides the Lender (a) within 120 days of
      the end of each respective financial year with certified copies of its
      consolidated profit and loss account and balance sheet and its
      subsidiaries and (b) within 45 days after each financial quarter certified
      copies of all its interim consolidated management accounts and financial
      statements, and, in each such case, to be prepared in a form consistent
      with generally accepted accounting principles and practices consistently
      applied and audited by auditors previously approved in writing by the
      Lender;

              


      

       

      
        	 	
                15.2.12  

              	
                a
      certificate from the Chief Financial Officer of the Corporate Guarantor
      confirming compliance with the financial covenants contained in Clause ‎15.4
      and such certificate being accompanied by detailed (to the satisfaction of
      the Lender) calculations relating to such
  covenants;

              


      

       

      
        	 	
                15.2.13  

              	
                provide
      the Lender with such other financial and other information concerning
      itself and its affairs and the progress of construction of its Vessel as
      the Lender may from time to time reasonably
  require;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                15.2.14  

              	
                provide
      the Lender with any information requested by it pursuant to any anti-money
      laundering legislation, know your client regulations or procedures
      applicable to the Lender from time to time, so as to ensure compliance by
      the Lender;

              


      

       

      
        	 	
                15.2.15  

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

              


      

       

      
        	 	
                15.2.16  

              	
                promptly,
      at the request of the Lender from time to time, provide the Lender with a
      certificate signed by its chief financial officer or chief executive
      officer  confirming that it is, as at the date of such
      certificate, in compliance with its obligations under the Security
      Documents and that no Event of Default or Potential Event of Default has
      occurred, or, if any has occurred, none is continuing;
  and

              


      

       

      
        	 	
                15.2.17  

              	
                enter
      into the Term Loan Agreement within 5 Banking Days of the final Drawdown
      Date.

              


      

       

      
        	
                15.3  

              	
                Consent
      of Lender required

              


      

       

      Neither
Borrower shall without the prior written consent of the Lender:

       

      
        	 	
                15.3.1  

              	
                except
      as contemplated by this Agreement, convey, assign, transfer, sell or
      otherwise dispose of or deal with any of its real or personal property,
      assets or rights, whether present or
future;

              


      

       

      
        	 	
                15.3.2  

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

              


      

       

      
        	 	
                15.3.3  

              	
                incur
      any Financial Indebtedness or other liability or obligation
      except:

              


      

       

      
        	 	
                (a)  

              	
                under
      this Agreement and the other Security Documents;
  or

              


      

       

      
        	 	
                (b)  

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

              


      

       

      
        	 	
                15.3.4  

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

              


      

       

      
        	 	
                15.3.5  

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

              


      

       

      
        	 	
                15.3.6  

              	
                consolidate,
      amalgamate or merge with any other
entity;

              


      

       

      
        	 	
                15.3.7  

              	
                form
      or acquire any subsidiary;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                15.3.8  

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

              


      

       

      
        	 	
                15.3.9  

              	
                alter
      any of the provisions of its constitutional
  documents;

              


      

       

      
        	 	
                15.3.10  

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

              


      

       

      
        	 	
                15.3.11  

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

              


      

       

      
        	 	
                15.3.12  

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

              


      

       

      
        	 	
                15.3.13  

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

              


      

       

      
        	 	
                15.3.14  

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

              


      

       

      
        	 	
                15.3.15  

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

              


      

       

      
        	 	
                15.3.16  

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

              


      

       

      
        	
                15.4  

              	
                Financial
      Covenants

              


      

       

      Each
of the Borrowers shall:

       

      
        	 	
                15.4.1  

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

              


      

       

      
        	 	
                (a)  

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

              


      

       

      
        	 	
                (b)  

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

              


      

       

      
        	 	
                (c)  

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

              


      

       

      
        	 	
                (a)  

              	
                Liquidity
      is not less than:

              


      

       

      
        	 	
                (i)  

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

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)  

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

              


      

       

      
        	 	
                (iii)  

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

              


      

       

      
        	 	
                15.4.2  

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

              


      

       

      
        	
                16.  

              	
                EVENTS
      OF DEFAULT

              


      

       

      
        	
                16.1  

              	
                Defaults

              


      

       

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

       

      
        	 	
                16.1.1  

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

              


      

       

      
        	 	
                16.1.2  

              	
                a
      Borrower is in breach of any of the provisions of Clauses ‎15.2.4,
      ‎15.2.17
      or ‎15.3,
      or any one or more of the provisions of the Security Documents relating to
      the Insurances;

              


      

       

      
        	 	
                16.1.3  

              	
                a
      Borrower fails to observe or perform any provision of the Security
      Documents other than those referred to in Clauses ‎16.1.1
      and ‎16.1.2
      and either, in the opinion of the Lender, such default is not remediable,
      or, in the case of any such default which the Lender considers capable of
      remedy, such default continues unremedied for a period of 14 days after
      the Lender, by notice to the Borrowers, requires the same to be
      remedied;

              


      

       

      
        	 	
                16.1.4  

              	
                Hull
      No. 2143 is not delivered to the applicable Borrower by 26 February 2011
      and/or Hull No. 2198 is not delivered to the applicable Borrower by 26
      January 2010;

              


      

       

      
        	 	
                16.1.5  

              	
                any
      licence, approval, consent, authorisation or registration at any time
      necessary or desirable for the validity, enforceability or admissibility
      in evidence of the Security Documents, or for a Borrower to comply with
      its obligations thereunder;

              


      

       

      
        	 	
                16.1.6  

              	
                a
      Vessel becomes a Construction Total Loss and (without prejudice to the
      Borrowers' obligations under Clause ‎5.2)
      the Lender does not receive within the stated time frame the amount
      specified to be repaid to the Lender pursuant to Clause
    5.2;

              


      

       

      
        	 	
                16.1.7  

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

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                16.1.8  

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

              


      

       

      
        	 	
                16.1.9  

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

              


      

       

      
        	 	
                16.1.10  

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

              


      

       

      
        	 	
                16.1.11  

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

              


      

       

      
        	 	
                16.1.12  

              	
                anything
      is done, suffered or omitted to be done or occurs which, in the reasonable
      opinion of the Lender would in any way imperil the security created by the
      Security Documents;

              


      

       

      
        	 	
                16.1.13  

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

              


      

       

      
        	 	
                16.1.14  

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

              


      

       

      
        	 	
                16.1.15  

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

              


      

       

      
        	 	
                16.1.16  

              	
                it
      becomes impossible or unlawful for a Borrower to fulfil any of its
      obligations under the Security Documents, or for the Lender to exercise
      any of the rights vested in it by, or to enforce the security constituted
      by, the Security Documents, or any of the Security Documents for any
      reason becomes invalid or unenforceable or ceases to be in full force and
      effect or either Borrower repudiates or threatens to repudiate any of the
      Security Documents;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                16.1.17  

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

              


      

       

      
        	 	
                16.1.18  

              	
                in
      the reasonable opinion of the Lender there is any material adverse change
      in the financial condition of a Borrower, or the Corporate
      Guarantor;

              


      

       

      
        	 	
                16.1.19  

              	
                any
      of the events specified in Clauses ‎16.1.1
      to ‎16.1.18
      inclusive occurs (mutatis mutandis) in relation to any other
      Obligor;

              


      

       

      
        	 	
                16.1.20  

              	
                any
      event occurs or proceeding is taken in relation to a Borrower or any other
      Obligor (in any jurisdiction which has an effect equivalent or similar to
      any of the events specified in Clauses ‎16.1.7
      to ‎16.1.9;

              


      

       

      
        	 	
                16.1.21  

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

              


      

       

      
        	 	
                16.1.22  

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

              


      

       

      
        	
                16.2  

              	
                Lender's
      remedies

              


      

       

      Upon
the occurrence of an Event of Default while it is continuing without prejudice
to any of the rights and remedies of the Lender under any of the other Security
Documents or otherwise the Lender may take any one or more of the following
actions:

       

      
        	 	
                16.2.1  

              	
                by
      written notice to the Borrowers declare its commitment to advance the Loan
      cancelled, whereupon the same shall be
  cancelled;

              


      

       

      
        	 	
                16.2.2  

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

              


      

       

      
        	 	
                16.2.3  

              	
                take
      steps to exercise the rights and remedies conferred upon the Lender by
      this Agreement and the other Security Documents and exercisable on or
      after the occurrence of an Event of
Default.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                17.  

              	
                FEES,
      EXPENSES AND INDEMNITIES

              


      

       

      
        	
                17.1  

              	
                Fees

              


      

       

      The
Borrowers shall pay to the Lender such fees on such dates and in such amounts as
is specified in the Fee Letter.

       

      
        	
                17.2  

              	
                Indemnity
      against costs

              


      

       

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

       

      
        	 	
                17.2.1  

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

              


      

       

      
        	 	
                17.2.2  

              	
                in
      entering into this Agreement and/or the Security Documents or in
      connection with the Vessels;

              


      

       

      
        	 	
                17.2.3  

              	
                in
      the enforcement or preservation or the attempted enforcement or
      preservation of any of the Lender's rights and powers under this Agreement
      and the other Security Documents or of the security constituted by the
      Security Documents;

              


      

       

      
        	 	
                17.2.4  

              	
                in
      connection with any actual or proposed amendment of or supplement to this
      Agreement or any other of the Security Documents, or with any request of
      the Lender to grant any consent or waiver in respect of any provision of
      this Agreement or any other of the Security Documents, whether or not the
      same is given;

              


      

       

      
        	 	
                17.2.5  

              	
                arising
      out of any act or omission made by the Lender in good faith in connection
      with any of the matters dealt with in the Security Documents;
      and

              


      

       

      
        	 	
                17.2.6  

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

              


      

       

      
        	
                17.3  

              	
                Stamp
      duties

              


      

       

      The
Borrowers shall pay any and all stamp, documentary, registration and like taxes
or charges imposed by governmental authorities in relation to this Agreement and
the other Security Documents, and each Borrower shall indemnify the Lender
against any and all liabilities with respect to, or resulting from, delay or
omission on the part of the Borrowers to pay such taxes or charges.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                17.4  

              	
                General
      indemnities

              


      

       

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

       

      
        	 	
                17.4.1  

              	
                Either
      Tranche not being drawn in full on the Drawdown Date specified in the
      Borrowers' Notice of Drawdown for that Tranche for any reason, other than
      as a result of a default by the
Lender;

              


      

       

      
        	 	
                17.4.2  

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

              


      

       

      
        	 	
                17.4.3  

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

              


      

       

      
        	 	
                17.4.4  

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

              


      

       

      
        	
                17.5  

              	
                Breakage
      costs

              


      

       

      Without
prejudice to its generality, Clause ‎17.4
shall extend to:

       

      
        	 	
                17.5.1  

              	
                any
      interest, fees or other sums whatsoever paid or payable on account of any
      funds borrowed by the Lender in order to fund any unpaid amount;
      and

              


      

       

      
        	 	
                17.5.2  

              	
                to
      any loss, premium, penalty or expense which may be incurred by the Lender
      in liquidating or employing deposits from third parties taken to make,
      maintain or fund the Loan (or any part thereof) or any other amount due or
      to become due to the Lender under the terms of any of the Security
      Documents.

              


      

       

      
        	
                17.6  

              	
                Currency
      indemnity

              


      

       

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

       

      
        	 	
                17.6.1  

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

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                17.6.2  

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

              


      

       

      
        	 	
                17.6.3  

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

              


      

       

      
        	 	
                17.6.4  

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

              


      

       

      
        	
                17.7  

              	
                Survival
      of indemnities

              


      

       

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

       

      
        	
                18.  

              	
                CHANGES
      IN CIRCUMSTANCES

              


      

       

      
        	
                18.1  

              	
                Market
      disturbances

              


      

       

      This
Clause ‎18
applies if at any time prior to the commencement of any Interest
Period:

       

      
        	 	
                18.1.1  

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

              


      

       

      
        	 	
                18.1.2  

              	
                the
      Lender shall determine that the rate at which deposits in Dollars are
      being offered to the Lender in the London Interbank Market would not
      adequately reflect the cost to the Lender of making, funding or
      maintaining the Loan or any part thereof for the duration of that Interest
      Period; or

              


      

       

      
        	 	
                18.1.3  

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

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                18.2  

              	
                Determination
      Notice

              


      

       

      If
any of the circumstances described in Clause ‎18.1
occurs, the Lender shall promptly give notice thereof (a "Determination Notice") to the
Borrowers.

       

      
        	
                18.3  

              	
                Suspension
      of Lender's commitment

              


      

       

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

       

      
        	
                18.4  

              	
                Mitigation

              


      

       

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

       

      
        	
                18.5  

              	
                Alternative
      funding

              


      

       

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

       

      
        	
                18.6  

              	
                Repeat
      of procedure

              


      

       

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

       

      
        	
                18.7  

              	
                Borrowers'
      right of prepayment

              


      

       

      The
Borrowers may give 10 Banking Days notice to the Lender that they wish to prepay
the Loan as a result of an interest rate set pursuant to Clause ‎18.5.  The
relevant provisions of Clause ‎5.3
shall apply to that prepayment.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                19.  

              	
                INCREASED
      COST

              


      

       

      
        	
                19.1  

              	
                Causes
      of increased cost

              


      

       

      This
Clause ‎19
applies if the Lender considers that as a result of (a) the introduction of or
any change in any applicable law, regulation or official directive (whether or
not having the force of law), or in the interpretation thereof by any authority
charged with the administration thereof or by any court of competent
jurisdiction, or (b) the implementation, application or compliance by the Lender
with Basel II or any other directive, request or requirement from any applicable
governmental, fiscal or monetary authority (whether or not having the force of
law):

       

      
        	 	
                19.1.1  

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

              


      

       

      
        	 	
                19.1.2  

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

              


      

       

      
        	 	
                19.1.3  

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

              


      

       

      
        	 	
                19.1.4  

              	
                any
      other condition is imposed on the Lender in respect of the transactions
      contemplated by this Agreement or any other of the Security
      Documents,

              


      

       

      and,
as a result, the Lender incurs an increased cost.

       

      
        	
                19.2  

              	
                Types
      of increased cost

              


      

       

      An
increased cost is:

       

      
        	 	
                19.2.1  

              	
                any
      additional cost to the Lender of making, funding or maintaining the Loan
      or any part thereof or entering into this
  Agreement;

              


      

       

      
        	 	
                19.2.2  

              	
                any
      reduction in any amount payable or the effective return to the Lender
      under this Agreement; or

              


      

       

      
        	 	
                19.2.3  

              	
                the
      amount of any payment made by the Lender or the amount of any interest or
      other return foregone by the Lender calculated  by reference to
      any amount received or receivable by the Lender from any other person who
      is a party to this Agreement or any Security
  Documents.

              


      

       

      
        	
                19.3  

              	
                Notification

              


      

       

      The
Lender shall promptly notify the Borrowers of any increased cost incurred by the
Lender.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                19.4  

              	
                Indemnification
      of Lender

              


      

       

      The
Borrowers shall pay to the Lender from time to time upon demand such additional
moneys as the Lender shall specify to be necessary to indemnify the Lender for
any increased cost.

       

      
        	
                19.5  

              	
                No
      defence

              


      

       

      It
shall not be a defence to a claim by the Lender under this Clause ‎19
that any increased cost could have been avoided by the Lender.

       

      
        	
                19.6  

              	
                Separate
      debt

              


      

       

      Any
amount due from the Borrowers under this Clause ‎19
shall be due as a separate debt and shall not be affected by judgment being
obtained for any other sums due under or in respect of this
Agreement.

       

      
        	
                19.7  

              	
                Borrowers'
      right of prepayment

              


      

       

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

       

      
        	
                20.  

              	
                ILLEGALITY

              


      

       

      
        	
                20.1  

              	
                Causes
      of illegality

              


      

       

      This
Clause ‎20
applies if the introduction of, or any change in, any applicable law or
regulation, or in the interpretation thereof by any authority charged with the
administration thereof or by any court of competent jurisdiction, makes it
unlawful for the Lender to maintain or give effect to its obligations under this
Agreement.

       

      
        	
                20.2  

              	
                Notification

              


      

       

      The
Lender shall promptly notify the Borrowers of the occurrence of any of the
circumstances described in Clause ‎20.1.

       

      
        	
                20.3  

              	
                Mandatory
      prepayment

              


      

       

      On
so notifying the Borrowers the Lender's obligations under this Agreement shall
terminate forthwith and the Borrowers shall immediately prepay the
Loan.  The relevant provisions of Clause ‎5.3
shall apply to that prepayment.

       

      
        	
                20.4  

              	
                Force
      majeure

              


      

       

      The
Lender will not be liable for any failure on its part to provide or maintain the
Loan or any part thereof resulting, directly or indirectly, from any action,
inaction or purported action of any government or governmental agency or any
strike, boycott or blockade or any cause whatsoever outside its
control.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                21.  

              	
                JOINT
      AND SEVERAL LIABILITY

              


      

       

      
        	
                21.1  

              	
                Joint
      and several

              


      

       

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

       

      
        	
                21.2  

              	
                Obligations
      not affected

              


      

       

      None
of the obligations and liabilities of the Borrowers under this Agreement and the
other Security Documents shall be impaired by:

       

      
        	 	
                21.2.1  

              	
                any
      failure of this Agreement or any other of the Security Documents to be
      legal, valid, binding and enforceable in relation to either of the
      Borrowers or any other Obligor whether as a result of lack of corporate
      capacity, due authorisation, effective execution or
    otherwise;

              


      

       

      
        	 	
                21.2.2  

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

              


      

       

      
        	 	
                21.2.3  

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

              


      

       

      
        	
                21.3  

              	
                Principal
      debtors

              


      

       

      Each
of the Borrowers declares that it is and will, throughout the Security Period,
remain a principal debtor for the payment of the Outstanding Indebtedness and
neither of the Borrowers shall in any circumstances be construed to be a surety
for the obligations of the other Borrower hereunder.

       

      
        	
                21.4  

              	
                Subordination

              


      

       

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

       

      
        	
                22.  

              	
                ASSIGNMENTS
      AND TRANSFERS

              


      

       

      
        	
                22.1  

              	
                Successors
      and assigns

              


      

       

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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                22.2  

              	
                No
      assignment by Borrowers

              


      

       

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

       

      
        	
                22.3  

              	
                Assignment
      and sub-participation by Lender

              


      

       

      The
Lender may assign, sub-participate or transfer all or any of its rights,
benefits and/or obligations under this Agreement and under the Security
Documents without the consent of the Borrowers. Notwithstanding the provisions
of this Clause, any assignment by the Lender shall be made only after prior
consultation of the Lender with the Borrower.

       

      
        	
                22.4  

              	
                Disclosure
      of information

              


      

       

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

       

      
        	
                22.5  

              	
                Change
      of lending office

              


      

       

      The
Lender may at any time and from time to time change its lending office and/or
delegate any one or more of its rights, powers and/or obligations under this
Agreement and the other Security Documents to any person, but the Borrowers
shall have no additional payment obligations as a result of such change to those
that would have applied had such change not taken place.

       

      
        	
                22.6  

              	
                Further
      assurance

              


      

       

      Each
Borrower undertakes to do or to procure all such acts and things and to sign,
execute and deliver or procure the signing, execution and deliver of all such
instruments and documents as the Lender may require for the purpose of
perfecting any such assignment, transfer, sub-participation, change or
delegation.

       

      
        	
                23.  

              	
                SET-OFF

              


      

       

      
        	
                23.1  

              	
                Set-off

              


      

       

      The
Borrowers authorise the Lender without prejudice to any of the Lender's rights
at law in equity or otherwise, at any time and without notice to the Borrowers,
but only after the occurrence of an Event of Default that is
continuing:

       

      
        	 	
                23.1.1  

              	
                to
      combine and/or consolidate all or any accounts (whether current, deposit,
      loan or of any other nature whatsoever, whether subject to notice or not
      and in whatever currency) of the Borrowers (or any of them) with any
      branch of the Lender;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                23.1.2  

              	
                to
      apply any credit balance (whether or not then due) on any such account or
      accounts of the Borrowers (or any of them) in or towards satisfaction of
      any sum due and payable but not paid to the Lender and any other liability
      of the Borrowers (or any of them) (whether actual or contingent) under
      this Agreement and/or any of the Security Documents;
  and

              


      

       

      
        	 	
                23.1.3  

              	
                to
      do in the name of the Borrowers (or any of them) and/or the Lender all
      such acts and execute all such documents as may be necessary or expedient
      to effect such application.

              


      

       

      
        	
                23.2  

              	
                Purchase
      of other currencies

              


      

       

      For
all or any of the above purposes, the Lender is authorised to purchase with the
moneys standing to the credit of such account or accounts any such other
currency or currencies as may be necessary to effect such
application.  The Lender shall not be obliged to exercise any right
given to it by this Clause ‎23.

       

      
        	
                24.  

              	
                MISCELLANEOUS

              


      

       

      
        	
                24.1  

              	
                Time
      of essence

              


      

       

      Time
is of the essence as regards every obligation of the Borrowers under this
Agreement and the other Security Documents, but no delay or omission by the
Lender to exercise any right, power or remedy vested in it under this Agreement
or any other of the Security Documents or by law shall impair such right, power
or remedy, or be construed as a waiver of, or as an acquiescence in, any default
by the Borrowers (or either of them).

       

      
        	
                24.2  

              	
                No
      waiver

              


      

       

      If
the Lender on any occasion agrees to waive any such right, power or remedy, such
waiver shall not in any way preclude or impair any further exercise thereof or
the exercise of any other right, power or remedy.

       

      
        	
                24.3  

              	
                Waivers
      to be in writing

              


      

       

      Any
waiver by the Lender of any provision of this Agreement or any other of the
Security Documents, and any consent or approval given by the Lender shall only
be effective if given in writing and then only strictly for the purpose and upon
the terms for which it is given.

       

      
        	
                24.4  

              	
                Amendments
      to be in writing

              


      

       

      Neither
this Agreement nor any of the other Security Documents may be amended or varied
orally but only by an instrument signed by the Lender and each of the other
parties thereto.

       

      
        	
                24.5  

              	
                Remedies
      cumulative

              


      

       

      The
rights, powers and remedies of the Lender contained in this Agreement and the
other Security Documents are cumulative and not exclusive of each other nor of
any other rights, powers or remedies conferred by law, and may be exercised from
time to time and as often as the Lender may think fit.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                24.6  

              	
                Severability

              


      

       

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

       

      
        	
                24.7  

              	
                Counterparts

              


      

       

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

       

      
        	
                24.8  

              	
                Conclusiveness
      of Lender's certificates

              


      

       

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

       

      
        	
                24.9  

              	
                Borrowers'
      duties

              


      

       

      Each
Borrower shall, upon demand, and at its own expense, sign, perfect, do, execute
and register all such further assurances, documents, acts and things as the
Lender may require for the purpose of more effectively accomplishing or
perfecting the transaction or security contemplated by this
Agreement.

       

      
        	
                25.  

              	
                NOTICES

              


      

       

      
        	
                25.1  

              	
                Addresses

              


      

       

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

       

      
        	 	
                25.1.1

              	
                in
      the case of the Lender, as follows:

              


      

       

      10
Gresham Street,

      London
EC2V 7AE

      


      Telefax
No:            +44
207 158 3204

      


      Attn:                      Head
of Loans Management

      


      With
a copy to

      


      Telefax
No:            +44
117 9233367

      


      Attn:                      Loan
Administration

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                25.1.1

              	
                in
      the case of the Borrowers, as
follows:

              


      

       

      24
Kaningos Street

      185
34 Kastella

      Piraeus

      Greece

      Attn:     Charilaos
Loukopoulos

      Telefax
No:            +30
210 42200230

                    

      
        	
                25.2  

              	
                Changes
      of address

              


      

       

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

       

      
        	
                25.3  

              	
                Deemed
      receipt of notices

              


      

       

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

       

      
        	
                25.4  

              	
                English
      language

              


      

       

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

       

      
        	
                26.  

              	
                APPLICABLE
      LAW AND JURISDICTION

              


      

       

      
        	
                26.1  

              	
                Governing
      law

              


      

       

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

       

      
        	
                26.2  

              	
                Submission
      to jurisdiction

              


      

       

      Each
Borrower hereby irrevocably agrees for the exclusive benefit of the Lender that
the English courts shall have jurisdiction in relation to any dispute and any
suit, action or proceeding (referred to together in this Clause ‎26
as "Proceedings") which
may arise out of or in connection with this Agreement and/or any of the other
Security Documents, and for such purposes irrevocably submits to the
jurisdiction of such courts.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                26.3  

              	
                Service
      of process

              


      

       

      Each
Borrower hereby irrevocably agrees:

       

      
        	 	
                26.3.1  

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

              


      

       

      
        	 	
                26.3.2  

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

              


      

       

      
        	
                26.4  

              	
                Choice
      of forum

              


      

       

      Nothing
in this Clause ‎26
shall affect the right of the Lender to serve process in any manner permitted by
law or limit the right of the Lender to take Proceedings against the Borrowers
(or either of them) in any other court of competent jurisdiction, nor shall the
taking of Proceedings in one or more jurisdictions preclude the taking of
Proceedings by the Lender in any other jurisdiction, whether concurrently or
not.

       

      No
Borrower shall commence any Proceedings in any country other than England in
relation to any matter arising out of or in connection with this Agreement
and/or any of the other Security Documents.

       

      
        	
                26.5  

              	
                Forum
      convenience

              


      

       

      Each
Borrower irrevocably waives any objection which it may now or hereafter have on
the grounds of inconvenient forum or otherwise to Proceedings being brought in
any such court as is referred to in this Clause ‎26,
and further irrevocably agrees that a judgment or order in any Proceedings
brought in the English courts shall be conclusive and binding upon the Borrowers
and may be enforced without review in the courts of any other
jurisdiction.

       

      
        	
                26.6  

              	
                Consent

              


      

       

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

       

      
        	
                26.7  

              	
                Waiver
      of immunity

              


      

       

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

       

       

       

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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      SCHEDULE 1

       

      FORM
OF NOTICE OF DRAWDOWN

       

      TO:           Lloyds
TSB Bank plc

      


      ATTN:      [●]

      2008

      Dear
Sirs,

       

      NOTICE
OF DRAWDOWN

      


      We
refer to the loan agreement dated [●] 2008 (the "Loan Agreement") made between
(1) ourselves as Borrowers and (2) yourselves as Lender providing for a loan to
ourselves of up to $9,900,000 in up to 2 Tranches.  Expressions
defined in the Loan Agreement shall have the same meanings when used in this
letter.

       

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

       

      Name
of
Vessel                        :  [●]

       

      Name
of buyer of
Vessel           :  [●]

       

      Amount
of
Tranche                   :
$[●]

       

      Proposed
Drawdown
Date         :  [●]  2008

       

      Duration
of first Interest
Period  :  [●]  months

      


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

      


      We
confirm that:

      


      
        	
                (a)

              	
                the
      representations and warranties made by us as set out in Clause ‎14
      of the Loan Agreement are true and accurate on the date hereof as if made
      on such date; and

              


      

       

      
        	(b)	no
      Event of Default or Potential Event of Default has occurred and is
      continuing or will occuras a result of the proposed
  borrowing.


      

      


                 

       

      Yours
faithfully,

       

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

      For
and on behalf of

      Lemannvile
Navigation Inc.

      Turneville
Navigation Inc.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
2

       

      CONDITIONS
PRECEDENT DOCUMENTS AND EVIDENCE

       

      The
documents and evidence referred to in Clause ‎12
are as follows:

       

      
        	
                A.

              	
                Documents
      and evidence to be received on or before the date on which Notice of
      Drawdown is given by the
Borrowers

              


      

       

      
        	
                1.  

              	
                Certified
      copies of the constitutional documents of each
  Obligor.

              


      

       

      
        	
                2.  

              	
                A
      certificate of good standing for each Obligor or other evidence that that
      Obligor is in good standing in its country of
    incorporation.

              


      

       

      
        	
                3.  

              	
                A
      certificate of incumbency of each Obligor signed by the secretary or a
      director of that Obligor stating (a) its officers and directors; and (b)
      the shareholding of that Obligor.

              


      

       

      
        	
                4.  

              	
                Certified
      copies of resolutions duly passed by the directors and (if required by the
      Lender) the shareholders of each Obligor at separate meetings evidencing
      approval of the transactions contemplated by this Agreement, the other
      Security Documents and the Transaction Documents and authorising the
      execution of the same.

              


      

       

      
        	
                5.  

              	
                The
      original of any power of attorney issued by each Obligor in favour of any
      person or persons executing this Agreement and the other Security
      Documents.

              


      

       

      
        	
                6.  

              	
                Certified
      copies of all licences, authorisations, approvals and consents required in
      connection with the execution, delivery, performance, validity and
      enforceability of the Security Documents and the Transaction
      Documents.

              


      

       

      
        	
                7.  

              	
                Such
      certificates and documents as the Lender may require to comply with any
      money-laundering prevention procedures and know your client requirements
      then applicable to it.

              


      

       

      
        	
                8.  

              	
                Certified
      copies of the Transaction Documents and of all documents, signed or issued
      by either Borrower and/or the other parties thereto under or in connection
      therewith.

              


      

       

      
        	
                9.  

              	
                The
      Security Documents referred to in Clause ‎13.2
      and all notices and acknowledgments required under those Security
      Documents duly executed by the Borrowers and/or by the other Obligors (or
      any of them) and/or by any other relevant party(ies) (as
      relevant).

              


      

       

      
        	
                10.  

              	
                Evidence
      that each  Deposit Account has been duly opened by the Borrowers
      and the Seller with Deutsche Schiffsbank
AG.

              


      

       

      
        	
                11.  

              	
                Evidence
      satisfactory to the Lender that the balance of the Deposit not being
      financed by the Lender under this Agreement has been or will be lodged in
      the Deposit Account.

              


      

       

      
        	
                12.  

              	
                Confirmation
      from the agents in England nominated in this Agreement and elsewhere in
      the Security Documents by each Obligor for the acceptance of service of
      process, that they consent to such
nomination.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                13.  

              	
                Favourable
      opinions from the Lender's legal advisers with respect to each Obligor,
      and the overall transaction contemplated by this Agreement, in such terms
      as the Lender may require.

              


      

       

      Unless
otherwise specified, each copy document referred to in this Schedule shall be
certified as a true and complete and up to date copy of the original by a
director or the secretary of the relevant Obligor or by another person
acceptable to the Lender.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
3

       

      DETAILS
OF THE VESSELS

       

      
        	
                Owner

              	
                Seller

              	
                Vessel
      name

              
	 	 	 
	
                Lemannville
      Navigation Inc.

              	
                ST
      Shipping & Transport Pte. Ltd.

              	
                Hull
      No. 2143

              
	 	 	 
	
                Turneville
      Navigation Inc.

              	
                ST
      Shipping & Transport Pte. Ltd.

              	
                Hull
      No. 2198

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
4

       

      MANDATORY
COST FORMULAE

       

      
        	
                1.  

              	
                The
      Mandatory Cost is an addition to the interest rate to compensate the
      Lender 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 Lender shall calculate, as a percentage rate, a rate (the "Additional Cost Rate")
      for the Lender, in accordance with the paragraphs set out
      below.  The Mandatory Cost will be calculated by the Lender as a
      weighted average of the Lender's Additional Cost Rates and will be
      expressed as a percentage rate per
annum.

              


      

       

      
        	
                3.  

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

              


      

       

      
        	
                4.  

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

              


      

       

       per cent.
per annum.

      


      Where:

      


      
        	
                 
      

              	
                E

              	
                is
      designed to compensate the Lender for amounts payable under the Fees Rules
      and is calculated by the Lender as being the average of the most recent
      rates of charge supplied by the Lender pursuant to paragraph 6 below and
      expressed in pounds per £1,000,000.

              


      

      


      
        	
                5.  

              	
                For
      the purposes of this Schedule:

              


      

       

      
        	
                 

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

              


      

       

      
        	
                 

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

              


      

       

      
        	
                 

              	
                "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);

              


      

       

      
        	
                 

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

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                 

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

              


      

       

      
        	
                6.  

              	
                The
      rates of charge of the Lender for the purpose of E above shall be
      determined by the Lender based upon applicable information above and on
      the assumption that the Lender's obligations in relation to cash ratio
      deposits and Special Deposits are the same as those of a typical bank from
      its jurisdiction of incorporation with a lending office in the same
      jurisdiction as its lending office.

              


      

       

      
        	
                7.  

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

              


      

       

      
        	
                8.  

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

              


      

       

      
        	
                9.  

              	
                The
      Lender may from time to time, after consultation with the Borrowers,
      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.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      BORROWERS

      


      


      

         

        
          	 SIGNED for and on behalf	) 
	 of	) 
	 LEMANNVILLE	) 
	 NAVIGATION INC.	) 
	 by	) 
	 its duly appointed attorney	) 
	 in the presence of:	) 


        

         

         

         

         

         

         

         

         

        
          	 SIGNED for and on behalf	) 
	 of	) 
	 TURNEVILLE	) 
	 NAVIGATION INC.	) 
	 by	) 
	 its duly appointed attorney	) 
	 in the presence of:	) 


        

         

         

         

         

         

         

         

         

        
          	 THE LENDER	 


        

         

         

         

         

         

        
          	 SIGNED for and on behalf	) 
	 of	) 
	 LLOYDS TSB BANK PLC	) 
	 by	) 
	 its authorised signatory	) 
	 in the presence of:	) 
	 	 


        

         

      

           
    


      SK 23286 0002
890390