d889264_ex4-6.htm


    


    EXHIBIT
4.6

    


    


    


    
      	
              To:

            	
              Omega
      Navigation Enterprises Inc.

            


    

    
      	
               
      

            	
              Trust
      Company Complex,

            


    

    
      	
               
      

            	
              Ajeltake
      Road,

            


    

    
      	
               
      

            	
              Ajeltake
      Islands,

            


    

    
      	
               
      

            	
              Majuro
      MH 96960,

            


    

    
      	
               
      

            	
              Marshall
      Islands

            
	 	 


    

    2007

    


    


    Dear
Sirs,

    We
are pleased to place a loan facility (hereinafter called "the Loan") at your disposal on
the following terms and conditions:-

    


    
      	
              1.

            	
              Borrower

            	
              :

            	
              Omega
      Navigation Enterprises Inc. of the Republic of the Marshall
      Islands

            


    

    


    
      	
              2.

            	
              Lender

            	
              :

            	
              HSH
      Nordbank AG acting through its office at Gerhart-Hauptmann-Platz 50, 20095
      Hamburg, Federal Republic of
Germany

            


    

    


    
      	
              3.

            	
              Amount

            	
              :

            	
              Two
      million four hundred and thirty two thousand six hundred and fifty United
      States Dollars (US$2,432,650).

            


    

    


    
      	
              4.

            	
              Interest

            	 
      	 
      


    

    


    
      	 
      	
              4.1

            	
              Interest
      rate  Interest shall accrue and be payable on each day
      elapsing and shall be calculated on the basis of a 360 day year. The
      Borrower shall pay interest on outstanding principal in arrears on the
      final day of each Interest Period (as defined in clause 4.2) or every
      three months, if any Interest Period exceeds three months (or on the due
      date for repayment of the Loan if earlier) at the rate (the "Interest Rate")
      certified by the Lender to be one point two five per cent (1.25%) per
      annum over LIBOR.

            


    

    


    
      	 
      	
              4.2

            	
              Interest
      Periods  The first period for the calculation of interest
      in respect of the Loan (the "Interest Period") shall
      commence on the date of drawdown of the Loan and each subsequent Interest
      Period shall commence on the final day of the preceding Interest
      Period.  Each Interest Period shall be either, one, three or six
      months at the option of the Borrower by written notice to the Lender not
      later than 11.00 a.m. on the third banking day before the beginning of the
      Interest Period in question, or such other duration as may be selected by
      the Borrower and agreed by the Lender.  If any Interest Period
      would otherwise expire on a day which is not a banking day in London, New
      York, or Hamburg ("Banking Day") that
      Interest Period shall be extended to expire on the next succeeding Banking
      Day.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              5.

            	
              Availability

            	 
      	 
      


    

    


    
      	 
      	
              5.1

            	
              Conditions Precedent The
      obligation of the Lender to make the Loan available is contingent upon the
      Lender having received each of the following in form and substance
      satisfactory to the Lender on or before the Drawdown
  Date:-

            


    

     

    
      	 
      	 
      	
              5.1.1

            	
              One
      counterpart of this Facility Letter duly signed by a duly authorised
      representative of the Borrower.

            


    

    


    
      	 
      	 
      	
              5.1.2

            	
              Such
      corporate documents and corporate authorisations of the Borrower as the
      Lender may require.

            


    

    


    
      	 
      	 
      	
              5.1.3

            	
              Copies
      of all necessary permissions (if any are so required) by the relevant
      governmental authorities for the obtaining and servicing of the
      Loan.

            


    

    


    
      	 
      	 
      	
              5.1.4

            	
              Unqualified
      legal opinions from lawyers appointed by the Lender in form and substance
      acceptable to the Lender.

            


    

    


    
      	 
      	 
      	
              5.1.5

            	
              Evidence
      that the sum of ten thousand United States Dollars (US $10,000) has been
      deposited with the Lender for the purpose of paying the Arrangement Fee
      (defined in clause 8).

            


    

    


    
      	 
      	 
      	
              5.1.6

            	
              The
      Borrower shall supply to the Lender, its audited (or un-audited, if the
      audit has not been completed) consolidated financial statements for the
      financial year ended 31 December
2006.

            


    

    


    
      	 
      	
              5.2

            	
              No
      waiver   If the Lender in its absolute discretion
      allows the Loan to be drawn down notwithstanding that it has not received
      all the items specified in clause 5.1 hereof the Borrower hereby covenants
      to procure the delivery of all the missing items to the Lender within
      fifteen (15) days after the Drawdown Date of the
  Loan.

            


    

     

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    
      	
              6.

            	
              Purpose

            	 
      


    

    


    
      	 
      	
              The
      purpose of the Loan is to assist the Borrower in providing inter-company
      loans to Orange Navigation Inc. and Baytown Navigation Inc. respectively
      (together, the "Owners", and each an
      "Owner"), which
      are both subsidiaries of the Borrower, to assist them in part –financing
      the purchase of the Ice Class 1A coated Panamax –Tankers m.t. OMEGA
      EMMANUEL (with IMO number 9314167) and m.t. OMEGA THEODORE with (IMO
      number 9314179) (together, the "Ships" and each a "Ship") each built at STX
      Shipyard of South Korea and upon delivery to be registered under the laws
      and flag of the Republic of Liberia in the ownership of each respective
      Owner.

            


    

    


    
      	
              7.

            	
              Drawdown

            
	 
      	 
      
	 
      	
              Subject
      to the provisions of clause 5 hereof, the Loan shall be drawn down in one
      amount on the delivery date of the last Ship to be delivered to its Owner
      but not later than 15 May 2007 (the "Drawdown Date") upon
      the Borrower giving due notice of
drawdown.

            


    

    


    
      	
              8.

            	
              Fee

            
	 
      	 
      
	 
      	
              The
      Borrower shall pay the Lender an arrangement fee of ten thousand United
      States Dollars (US $10,000) no later than the Drawdown Date of the Loan
      (the "Arrangement
      Fee").

            


    

    


    
      	
              9.

            	
              Indemnity

            
	 
      	 
      
	 
      	
              All
      costs, legal fees, registration fees, taxes, stamp duties and all other
      charges and disbursements whatsoever incurred by the Lender in connection
      with the preparation, execution and/or administration of this letter and
      the documents executed pursuant thereto and the completion protection
      and/or enforcement of the Lender's security hereunder or thereunder shall
      be paid by the Borrower forthwith upon the demand by the
      Lender.

            


    

    


    



    
      
        
           

        

         


      

      
        3

        
          

        

      

      
         


      

    


    


    
      	
              10.

            	
              Repayment

            
	 
      	 
      
	 
      	
              The
      Borrower shall repay the Loan in full in one amount on the date falling
      364 days after the Drawdown Date but not later than May 14 2008 (the "Final Maturity
      Date").

            


    

    


    
      	
              11.

            	
              Prepayment

            


    

    


    
      	 
      	
              11.1

            	
              Voluntary Prepayment
      Subject to fifteen (15) days' prior written notice to the Lender the
      Borrower may prepay the whole (but not part) of the Loan on the final day
      of any Interest Period. Any prepayment under this clause will be made
      without penalty.

            
	 
      	 
      	 
      
	 
      	
              11.2

            	
              Mandatory prepayment on sale or
      Total Loss   If a Ship is sold by its Owner, or
      becomes a Total Loss, the Borrower shall, simultaneously with any such
      sale or within one hundred and twenty (120) days after any such Total
      Loss, prepay the whole of the Loan, together with accumulated interest
      thereon.  If such prepayment does not take place on the last day
      of an Interest Period, the Borrower has to compensate the Lender for any
      costs, losses, premiums or penalties incurred by the Lender as a result of
      its receiving any prepayment of all or any part of the
    Loan.

            
	 
      	 
      	 
      
	 
      	
              Any
      amount so prepaid shall not be available for
  re-borrowing.

            


    

    


    
      	
              12.

            	
              Payments

            


    

    


    
      	 
      	
              12.1

            	
              All
      payments by the Borrower hereunder, shall be made in United States Dollars
      free and clear of taxes, deductions or withholdings to such bank or banks
      as the Lender may nominate from time to time. In the event that any taxes
      deductions or withholdings are introduced the Borrower shall pay such
      additional amounts as will result in the Lender receiving the full amount
      due to it hereunder.

            
	 
      	 
      	 
      
	 
      	
              12.2

            	
              If
      the Borrower for any reason defaults in the payment of any amount due on
      its due date under this Facility Letter, the Borrower shall on the demand
      of the Lender from time to time pay interest on the defaulted amounts at
      the Default Rate (as defined below) from the date of default until the
      date of actual payment to the Lender.  The Lender in such
      circumstances reserves the right to claim additional
    damages.

            
	 
      	 
      	 
      
	 
      	
              12.3

            	
              The
      "Default Rate"
      means the Interest Rate plus two per cent (2%) per
  annum.

            


    

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
 

    
      	
              13.

            	
              Judgment
      Currency

            
	 
      	 
      	 
      
	 
      	
              The
      Borrower shall indemnify the Lender fully for any loss or damage arising
      from any judgment obtained or enforced in respect of the non-payment of
      any amount by the Borrower under or pursuant to this Facility Letter
      consequent upon any variation of rates of exchange between the currency in
      which that amount was due and the currency in which that judgment is
      obtained.

            
	 
      	 
      	 
      
	
              14.

            	
              Loan
      Account

            
	 
      	 
      	 
      
	 
      	
              The
      Lender shall open and maintain a loan account in the name of the Borrower
      showing the advance of the Loan, the computation and payment of interest
      and the payment of all other sums due hereunder.  The Borrower's
      obligation to repay the Loan, pay interest thereon and all other sums
      shall be evidenced by the entries from time to time made therein, such
      entries to be conclusive and binding on the Borrower.  A
      certificate issued by the Lender in respect of such account or any other
      matter in connection with this Facility Letter shall save in the case of
      manifest error be conclusive and binding on the
  Borrower.

            


    

    


    
      	
              15.

            	
              Assignment

            
	 
      	 
      	 
      
	 
      	
              15.1

            	
              Assignment by Lender The Lender may
      assign all or any part of its rights under the Loan to any other bank or
      financial institution or to a trust, fund or other entity which is
      regularly engaged in or established for the purpose of making, purchasing
      or investing in liens, securities or other financial assets (an “Assignee”) and provided
      that no Event of Default has occurred with the consent of the Borrower
      (which consent shall not be unreasonably withheld or
    delayed).

            
	 
      	 
      	 
      
	 
      	
              15.2

            	
              Benefit and
      burden  This Facility Letter shall be binding upon, and
      endure for the benefit of, the Lender, the Borrower and their respective
      successors.

            
	 
      	 
      	 
      
	 
      	
              15.3

            	
              No assignment by
      Borrower The Borrower may not assign or transfer any of its rights
      or obligations under this Facility
Letter.

            


    

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
 

    
      	
              16.

            	
              Application
      of Funds

            
	 
      	 
      	 
      
	 
      	
              After
      repayment of the Loan has been demanded by the Lender any and all moneys
      received by the Lender under or pursuant to this Facility Letter shall be
      applied by the Lender as follows:-

            
	 
      	 
      	 
      
	 
      	
              16.1

            	
              first,
      in payment of all unpaid costs and expenses of the Lender;
    and

            
	 
      	 
      	 
      
	 
      	
              16.2

            	
              secondly,
      in payment of any and all other sums whatsoever due and payable to the
      Lender under this Facility Letter in such order as the Lender shall select
      in its discretion.

            


    

    


    
      	
              17.

            	
              Representations

            
	 
      	 
      	 
      
	 
      	
              No
      litigation, arbitration or administrative proceedings of or before any
      court, arbitral body  or agency have been started or (to the
      best of the Borrower's knowledge threatened) which, if adversely
      determined, might reasonably be expected to have a materially adverse
      effect on the business, assets, financial condition or credit worthiness
      of the Borrower.

            


    

    


    
      	
              18.

            	
              Financial
      Undertakings

            
	 
      	 
      	 
      
	 
      	
              18.1

            	
              Financial Covenants The
      Borrower shall procure that the financial covenants contained in clause
      8.7 of the Loan Agreement (as defined in clause 21) are complied with in
      all respects.

            
	 
      	 
      	 
      
	 
      	
              18.2

            	
              Financial
      statements   The Borrower shall supply to the Lender
      at the end of each Financial Quarter a compliance certificate (in form and
      substance acceptable to the Lender), signed by the Borrower's Chief
      Financial Officer, setting out (in reasonable detail) computations as to
      compliance with clause 18.1 as at the date as at which those financial
      statements were drawn up.

            


    

    


    
      	
              19.

            	
              General
      covenants

            
	 
      	 
      	 
      
	 
      	
              The
      Borrower shall not without the prior written consent of the Lender make
      any substantial change to the general nature of its business from that
      carried on at the date of this Facility
Letter.

            


    

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
 

    
      	
              20.

            	
              Further
      Assurance

            
	 
      	 
      	 
      
	 
      	
              The
      Borrower shall from time to time at the written request of the Lender do
      all such things and execute or procure the execution of all such documents
      as the Lender may consider necessary or desirable for giving full effect
      to this Facility Letter and the documents executed pursuant
      hereto.

            


    

    


    
      	
              21.

            	
              Definitions
      and Interpretation

            
	 
      	 
      	 
      
	 
      	
              The
      terms "Borrower's
      Group", "Encumbrance",
      "Financial
      Quarter", "LIBOR",
      "Permitted
      Liens" and "Total
      Loss" defined in the loan agreement made between the (1)
      Borrower and (2) the banks and financial institutions whose names and
      addresses are set out in Schedule 1, Part 1 thereto, the Lender (in its
      capacity as mandated lead arranger), the Lender (in its capacity as swap
      bank) and the Lender (in its capacity as agent, security agent and
      trustee) dated 7 April 2006  as amended and supplemented by a
      first supplemental agreement dated 28 July 2006 and as further amended and
      supplemented by a second supplemental agreement dated 21 March 2007 (the
      "Loan
      Agreement"),  shall have the same meaning (mutatis
      mutandis) when used in this Facility
Letter.

            


    

    


    
      	
              22

            	
              Events
      of Default

            
	 
      	 
      	 
      
	 
      	
              22.1

            	
              Events

            
	 
      	 
      	 
      
	 
      	
              There
      shall be an Event of Default if:

            


    

    


    
      	 
      	 
      	
              22.1.1

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

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.2

            	
              Breach of other
      obligations: the Borrower commits any breach of or omits to observe
      any of its obligations or undertakings (including, without limitation, any
      financial covenant) expressed to be assumed by it under this Facility
      Letter and, in respect of any such breach or omission which in the opinion
      of the Lender is capable of remedy, such action as the Lender may require
      shall not have been taken within fourteen (14) days of the Lender
      notifying the Borrower of such default and of such required action;
      or

            


    

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
 

    
      	 
      	 
      	
              22.1.3

            	
              Misrepresentation: any
      representation or warranty made or deemed to be made or repeated by or in
      respect of the Borrower in or pursuant this Facility Letter or in any
      notice, certificate or statement referred to in or delivered
      under  this Facility Letter is or proves to have been incorrect
      or misleading in any material respect; or

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.4

            	
              Cross-default: any
      indebtedness of the Borrower is not paid when due or any indebtedness of
      the Borrower becomes (whether by declaration or automatically in
      accordance with the relevant agreement or instrument constituting the
      same) due and payable prior to the date when it would otherwise have
      become due (unless as a result of the exercise by the Borrower of a
      voluntary right of prepayment), or any creditor of the Borrower becomes
      entitled to declare any such indebtedness due and payable or any facility
      or commitment available to the Borrower relating to indebtedness is
      withdrawn, suspended or cancelled by reason of any default (however
      described) of the person concerned unless the Borrower shall have
      satisfied the Lender that such withdrawal, suspension or cancellation will
      not affect or prejudice in any way the Borrower’s ability to pay its debts
      as they fall due and fund its commitments, or any guarantee given by the
      Borrower in respect of indebtedness is not honoured when due and called
      upon; or

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.5

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

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.6

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

            


    

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
 

    
      	 
      	 
      	
              22.1.7

            	
              Reduction or loss of
      capital: a meeting is convened by the Borrower for the purpose of
      passing any resolution to purchase, reduce or redeem any of its share
      capital; or

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.8

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

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.9

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

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.10

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

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.11

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

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.12

            	
              Analogous proceedings:
      there occurs, in relation to the Borrower, in any country or territory in
      which it carries on business or to the jurisdiction of whose courts any
      part of their assets is subject, any event which, in the reasonable
      opinion of the Lender, appears in that country or territory to correspond
      with, or have an effect equivalent or similar to, any of those mentioned
      in clauses 22.1.5 to 22.1.11 (inclusive) or the Borrower otherwise
      becomes subject, in any such country or territory, to the operation of any
      law relating to insolvency, bankruptcy or liquidation;
  or

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.13

            	
              Cessation of business:
      the Borrower suspends or ceases or threatens to suspend or cease to carry
      on its business; or

            


    

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
 

    
      	 
      	 
      	
              22.1.14

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

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.15

            	
              Disposals: the Borrower
      sells, transfers, abandons, lends or otherwise disposes of or ceases to
      exercise direct control over any part (being either alone or when
      aggregated with all other disposals falling to be taken into account
      pursuant to this clause 22.1.15 material in the opinion of the Banks
      in relation to the undertakings, assets, rights and revenues of the
      Borrower’s Group) of its present or future undertakings, assets, rights or
      revenues (otherwise than by transfers, sales or disposals for full
      consideration in the ordinary course of trading) whether by one or a
      series of transactions related or not; or

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.16

            	
              Invalidity: this
      Facility Letter shall at any time and for any reason become invalid or
      unenforceable or otherwise cease to remain in full force and effect, or if
      the validity or enforceability of this Facility Letter shall at any time
      and for any reason be contested by the Borrower, or if the Borrower shall
      deny that it has any, or any further, liability thereunder;
    or

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.17

            	
              Unlawfulness: it becomes
      impossible or unlawful at any time for the Borrower, to fulfil any of the
      covenants and obligations expressed to be assumed by it in this Facility
      Letter or for the Lender to exercise the rights or any of them vested in
      them under this Facility Letter or otherwise; or

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.18

            	
              Repudiation: the
      Borrower repudiates this Facility Letter or does or causes or permits to
      be done any act or thing evidencing an intention to repudiate this
      Facility Letter; or

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.19

            	
              Encumbrances
      enforceable: any Encumbrance (other than Permitted Liens) in
      respect of any of the property (or part thereof) of the Borrower becomes
      enforceable; or

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.20

            	
              Material adverse change:
      there occurs, in the opinion of the Lender, a material adverse change in
      the financial condition of the Borrower as described by the Borrower to
      the Lender in the negotiation of this Facility Letter;
  or

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.1.21

            	
              Loan Agreement default:
      an Event of Default (as such term is defined therein) occurs under the
      Loan Agreement; or

            


    

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
 

    
      	 
      	 
      	
              22.1.22

            	
              Material events: any
      other event occurs or circumstance arises which, in the opinion of the
      Lender, is likely materially and adversely to affect  the
      ability of the Borrower to perform all or any of its obligations under or
      otherwise to comply with the terms this facility
letter.

            
	 
      	 
      	 
      
	 
      	
              22.2

            	
              Acceleration   If
      an Event of Default is continuing the Lender may by notice to the
      Borrower:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.2.1

            	
              declare
      that the Loan, together with accrued interest, and all other amounts
      accrued or outstanding under this Facility Letter are immediately due and
      payable, whereupon they shall become immediately due and payable;
      and/or

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              22.2.2

            	
              declare
      that the Loan is payable on demand, whereupon it shall immediately become
      payable on demand by the Lender.

            


    

    


    
      	
              23.

            	
              Notices
      and Correspondence

            
	 
      	 
      	 
      	 
      
	 
      	
              All
      notices and correspondence to the Lender shall  (unless notified
      to the contrary) be sent to HSH Nordbank AG, Attn: Shipping, Greek
      Clients, Gerhart-Hauptmann-Platz 50, 20095 Hamburg,  (Fax No:
      +49 40 33363 34118).

            
	 
      	 
      	 
      	 
      
	 
      	
              All
      notices and correspondence to the Borrower shall (unless notified to the
      contrary) be sent to  Omega Navigation Enterprises, Inc., 24,
      Kanigos St. Kastella 18534 Piraeus Greece (Fax No: + 30 210 422 2541
      /2542).

            
	 
      	 
      	 
      	 
      
	
              24.

            	
              Counterparts

            
	 
      	 
      	 
      	 
      
	 
      	
              This
      Facility Letter may be executed in any number of counterparts each of
      which shall be original but which shall together constitute the same
      instrument.

            
	 
      	 
      	 
      	 
      
	
              25.

            	
              Governing
      Law and Jurisdiction

            
	 
      	 
      	 
      	 
      
	 
      	
              This
      Facility Letter will be governed by and construed in accordance with
      English law and for the benefit of the Lender the Borrower hereby submits
      to the non-exclusive jurisdiction of the courts of England.  The
      Borrower hereby irrevocably authorises and appoints Hill Taylor Dickinson
      at present of Irongate House, Duke’s Place, London EC3A 7HX as its agent
      to accept service of any legal proceedings arising out of or in connection
      with this Facility Letter.

            


    

    


     

    
      
         

      

      
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    To
signify your agreement to the above terms and conditions, kindly sign and return
to us the attached copy of this letter.

    


    Yours
faithfully,

    


    HSH
Nordbank AG

    


    


    


    Accepted
and signed
this               day
of                                        2007

    


    OMEGA
NAVIGATION ENTERPRISES INC.

    


    By

         Attorney-in-Fact

    

SK 23286 0002 889264

    
      
        
           

        

         


      

      
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