d889267_ex4-8.htm


    EXHIBIT
4.8

    


    Private
& Confidential

    DATED                                                     2008

     

    


     

    THIRD
SUPPLEMENTAL DEED

     

    relating
to a

     

    
      	
              Facilities
      Agreement

            
	
              for
      a

            
	
              US$145,000,000
      Term Loan

            
	
              and
      a

            
	
              US$150,000,000
      Revolving Credit Facility

            
	 
      	 
      
	
              to

            
	 
      	 
      
	
              OMEGA
      NAVIGATION ENTERPRISES, INC.

            
	 
      	 
      
	
              provided
      by the

            
	
              banks
      and financial institutions

            
	
              listed
      in Schedule 1

            
	 
      	 
      
	
              Arranger

            
	
              HSH
      NORDBANK AG

            
	 
      
	
              Swap
      Bank

            
	
              HSH
      NORDBANK AG

            
	 
      
	
              Agent

            
	
              HSH
      NORDBANK AG

            
	 
      


    

    


     

    


    


    AS
AMENDED AND SUPPLEMENTED

    BY
A FIRST SUPPLEMENTAL DEED DATED 28 JULY 2006 and

    A
SECOND SUPPLEMENTAL DEED DATED 21 MARCH 2007

    


    


    


    STEPHENSON
HARWOOD

    One
St. Paul’s Churchyard

    London
EC4M 8SH

                           
   Tel: 020 7329 4422

                          
    Fax: 020 7329 7100

                          
             Ref:
39.056


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Contents

     

    
      	
              Clause

            	 
      	
              Page

            
	 
      	 
      	 
      
	
              1

            	
              Definitions

            	
              2

            
	 
      	 
      	 
      
	
              2

            	
              Banks’
      and Agent’s consent

            	
              3

            
	 
      	 
      	 
      
	
              3

            	
              Amendments
      to the Principal Agreement and the Security Documents

            	
              3

            
	 
      	 
      	 
      
	
              4

            	
              Representations
      and warranties

            	
              9

            
	 
      	 
      	 
      
	
              5

            	
              Conditions

            	
              10

            
	 
      	 
      	 
      
	
              6

            	
              Fee

            	
              11

            
	 
      	 
      	 
      
	
              7

            	
              Expenses

            	
              11

            
	 
      	 
      	 
      
	
              8

            	
              Miscellaneous
      and notices

            	
              11

            
	 
      	 
      	 
      
	
              9

            	
              Law
      and jurisdiction

            	
              11

            
	 
      	 
      	 
      
	
              Schedule
      1

            	 
      	
              12

            
	 
      	 
      	 
      
	
              Schedule
      2

            	 
      	
              13

            
	 
      	 
      	 
      
	
              Schedule
      3

            	 
      	
              16

            
	 
      	 
      	 
      
	
              Schedule
      4

            	 
      	
              17

            


    

    


     

    


    


    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    THIS THIRD SUPPLEMENTAL DEED
is dated
                                           2008
and made BETWEEN:

     

    
      	
              (1)

            	
              OMEGA NAVIGATION ENTERPRISES,
      INC. as borrower (the “Borrower”);

            


    

     

    
      	
              (2)

            	
              the
      banks and financial institutions whose names and addresses are set out in
      Schedule 1 (the “Banks”);

            


    

     

    
      	
              (3)

            	
              HSH NORDBANK AG in its
      capacity as mandated lead arranger (the “Arranger”);

            


    

     

    
      	
              (4)

            	
              HSH NORDBANK AG in its
      capacity as swap bank (the “Swap Bank”);
      and

            


    

     

    
      	
              (5)

            	
              HSH NORDBANK AG in its
      capacity as agent, security agent and trustee (the “Agent”).

            


    

     

    WHEREAS:

     

    
      	
               
      

            	
              (A)

            	
              This
      Deed is supplemental to a facilities agreement dated 7 April 2006 (the
      “Original Agreement”) as amended
      and supplemented by a first supplemental deed dated 28 July 2006 (the
      “First
      Supplemental”) and a second supplemental deed dated 21 March 2007
      (the “Second
      Supplemental” and together with the First Supplemental and the
      Original Agreement, the “Principal Agreement”)
      each made between (1) the Borrower, (2) the Banks, (3) the Arranger,
      (4) the Swap Bank and (5) the Agent as agent, security agent and trustee
      on behalf of the Finance Parties, pursuant to which the Banks agreed
      (inter alia) to advance by way of a term loan facility (“Facility A”) and a
      revolving credit facility (“Facility B”) to the
      Borrower the principal sum of up to two hundred and ninety five million
      Dollars ($295,000,000) (the “Facility”) in respect of
      which Facility A was not to exceed one hundred and forty five million
      Dollars ($145,000,000) and Facility B was not to exceed one hundred and
      fifty million Dollars ($150,000,000), upon the terms and conditions
      contained in the Principal
Agreement.

            


    

     

    
      	
               
      

            	
              (B)

            	
              On
      the date of this Third Supplemental Deed the outstanding balance of the
      Facility A Loan is equal to one hundred and thirty nine million nine
      hundred and eighteen thousand six hundred and twenty Dollars seventy cents
      ($139,918,620.70) (the “Outstanding Facility A
      Loan”) and the outstanding balance of the Facility B Loan is equal
      to one hundred and forty one million eight hundred and seven thousand two
      hundred and four Dollars eighty six cents ($141,807,204.86) (the “Outstanding Facility B
      Loan”).

            


    

     

    
      	
               
      

            	
              (C)

            	
              The
      Borrower has requested to prepay the Outstanding Facility B Loan and the
      Finance Parties agree to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      prepayment of the Outstanding Facility B Loan and, thereafter, the
      cancellation of the Facility B;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              (subject
      to prepayment in full and cancellation of the Facility B) increase the
      Outstanding Facility A Loan to a total aggregate amount of up to two
      hundred and forty two million seven hundred and twenty thousand Dollars
      ($242,720,000), by agreeing to advance an additional Advance in respect of
      Facility A of up to one hundred and two million eight hundred and one
      thousand three hundred and seventy nine Dollars and thirty cents
      ($102,801,379.30) (the “Additional Loan
      Amount”);

            


    

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               (iii)

            	
              amend
      the definitions of “Margin” and “Security Requirement”, the dividends and
      distribution requirements set forth in clause 8.3.13 of the Principal
      Agreement, certain financial covenants definitions contained in clause 8.6
      of the Principal Agreement and certain financial covenants contained in
      clause 8.7 of the Principal
Agreement.

            


    

     

    
      	
               
      

            	
              (D)

            	
              The
      Finance Parties are willing to accede to such requests and amend the
      Principal Agreement, the Security Documents and the Ship Security
      Documents (as applicable) on the terms and subject to the conditions
      contained in this Supplemental
Deed.

            


    

     

    NOW THIS DEED WITNESSES AND IT IS
HEREBY AGREED as follows:

     

    
      	
               
      

            	
              1

            	
              Definitions

            


    

     

    a)      Defined
expressions

     

    Words
and expressions defined in the Principal Agreement shall, unless the context
otherwise requires or unless otherwise defined herein, have the same meanings
when used in this Deed.

     

    b)      Definitions

     

    In
this Deed, unless the context otherwise requires:

     

    “Effective Date” means the
date, being no later than 30 April 2008, on which the Agent notifies the
Borrower in writing that the Agent has received the documents and evidence
specified in Clause 5.1 required on or prior to the Drawdown Date for the
Additional Loan Amount in a form and substance satisfactory to it;

     

    “Facilities Agreement” means
the Original Agreement as supplemented and amended by the First Supplemental,
the Second Supplemental and this Deed; and

     

    “Supplemental Security Documents
Letters” means the letters supplemental to the Owner’s Guarantees and
each of the other Security Documents to which each Owner is a party executed or
(as the context may require) to be executed by each of the Owners in favour of
the Agent and the Banks substantially in the form set out in Schedule
3.

     

    c)      Principal
Agreement

     

    References
in the Principal Agreement to “this Agreement” shall, with effect from the
Effective Date and unless the context otherwise requires, be references to the
Original Agreement as amended by the First Supplemental, the Second Supplemental
and this Deed and words such as “herein”, “hereof”, “hereunder”, “hereafter”,
“hereby” and “hereto”, where they appear in the Original Agreement, shall be
construed accordingly.

     

    d)      Headings

     

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

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              e)

            	
              Construction of certain
      terms

            


    

     

    Clause 1.4
of the Original Agreement shall apply to this Deed (mutatis mutandis) as if set
out herein and as if references therein to “this Agreement” were references to
this Deed.

     

    f)    
  Contracts (Rights
of Third Parties) Act 1999

     

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

     

    
      	
               
      

            	
              2

            	
              Banks’
      and Agent’s consent

            


    

     

    Each
of the Finance Parties (relying upon each of the representations and warranties
on the part of the Borrower contained in clause 4) agree with the Borrower
to the amendment of the Principal Agreement on the terms set out in clause 0,
subject to the terms and conditions of this Deed and in particular, but without
prejudice to the generality of the foregoing, fulfilment to the satisfaction of
the Agent on or before the Effective Date of the conditions contained in clause
0.

     

    
      	
               
      

            	
              3

            	
              Amendments
      to the Principal Agreement and the Security
  Documents

            


    

     

    g)      Amendments to the Principal
Agreement

     

    The
Principal Agreement shall, with effect on and from the Effective Date, be (and
it is hereby on and from the Effective Date) amended in accordance with the
following provisions and the Principal Agreement (as so amended) will continue
to be binding upon each of the parties hereto upon such terms as so
amended:

     

    
      	
               
      

            	
              i) by deleting clause 1.1
      of the Original Agreement and replacing it as
  follows:-

            


    

     

    “1.1  Purpose

     

    
      	
               
      

            	
              This
      Agreement sets out the terms and conditions upon and subject to which the
      Banks agree, according to their several obligations, to make available to
      the Borrower a term loan facility of up to two hundred and forty two
      million seven hundred and twenty thousand Dollars ($242,720,000) in two
      Advances, comprising (1) an Advance in the amount of one hundred and
      thirty nine million nine hundred and eighteen thousand six hundred and
      twenty Dollars and seventy cents ($139,918,620.70), which is to be applied
      by the Borrower in making available to the relevant Initial Owners inter
      group loans under the Intra Group Loan Agreements and to finance part of
      the purchase price of the Initial Ships and (2) an Advance in the amount
      of one hundred and two million eight hundred and one thousand three
      hundred and seventy nine Dollars and thirty cents ($102,801,379.30), which
      is to be applied by the Borrower in making available to the relevant
      Initial Owners inter group loans under the Intra Group Loan Agreements and
      to finance part of the purchase price of the Initial Ships (other than
      Ekavi, Electra and Everhard) and the Two Additional
    Ships.”;

            


    

     

    
      	
               
      

            	
              ii)

            	
              by
      deleting the definitions of “Facility A Commitment”,
      “Facility A Loan”,
      “Facility A Repayment
      Dates”, “Facility
      B”, “Facility B
      Commitment”, “Facility B Loan”, “Facility B Repayment
      Dates”, “Total
      Facility A Commitments”, “Total Facility B
      Commitments”, “Repayment Dates” and
      “Repayment
      Schedule” in

            


    

     

    clause
1.2 of the Principal Agreement and all references to such definitions contained
in the Principal Agreement and the Security Documents and the Ship Security
Documents;

     

    
      	
               
      

            	
              iii)  
        by construing any reference to “Facility A” or “Facility A and Facility
      B” to mean “the
      Loan”;

            


    

     

    
      	
               
      

            	
              iv)

            	
              by
      deleting in the definition of “Advance” in clause 1.2
      of the Principal Agreement the words “(whether forming part of the
      Facility A Loan or Facility B
Loan)”;

            


    

     

    
      	
               
      

            	
              v)

            	
              by
      deleting the definition of “Commitment” in clause
      1.2 of the Principal Agreement and replacing it with the following
      definition:

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              ““Commitment” means the
      aggregate sum of two hundred and forty two million seven hundred and
      twenty thousand Dollars ($242,720,000) and, in relation to each Bank the
      amount set out opposite its name in Part 1 of Schedule 1 or, as the case
      may be, in any relevant Substitution Certificate as reduced by any
      relevant term of this Agreement;”;

            


    

     

    
      	
               
      

            	
              vi)

            	
              by
      deleting the definition of “Facility” in clause 1.2
      of the Principal Agreement and replacing it with the following
      definition:

            


    

     

    
      	
               
      

            	
              ““Facility” means the term
      loan facility made available under this Agreement as described in clause
      2;”;

            


    

     

    
      	
               
      

            	
              vii)

            	
              by
      deleting the definition of “Final Repayment Date” in
      clause 1.2 of the Principal Agreement and replacing it with the following
      definition:

            


    

     

    
      	
               
      

            	
              ““Final Repayment Date”
      means the date falling on 12 April
2011;”;

            


    

     

    
      	
               
      

            	
              viii)

            	
              by
      deleting the definition of “Interest Period” in
      clause 1.2 of the Principal Agreement and replacing it with the following
      definition:

            


    

     

    
      	
               
      

            	
              ““Interest Period” means
      each period for the calculation of interest in respect of the Loan
      ascertained in accordance with clauses 3.2 and
  3.3;”;

            


    

     

    
      
        	
                 
      

              	
                ix)

              	
                by
      deleting the definition of “Loan” in clause 1.2 of
      the Principal Agreement and replacing it with the following
      definition:

              


      

       

    

    
      	
               
      

            	
              ““Loan” means the loan
      made or to be made under the Facility or the principal amount outstanding
      for the time being of the loan under the
  Facility;”;

            


    

     

    
      
        	
                 
      

              	
                x)

              	
                by
      deleting the definition of “Termination Date” in
      clause 1.2 of the Principal Agreement and replacing it with the following
      definition:

              


      

       

    

    
      	
               
      

            	
              ““Termination Date” means
      the date falling on 30 April
2008;”;

            


    

     

    
      
        	
                 
      

              	
                xi)

              	
                by
      deleting the definition of “Margin” in clause 1.2 of
      the Principal Agreement and replacing it with the following
      definition:

              


      

       

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

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

            


    

     

    
      	
              Margin
      Ratio

            	
              Margin

            
	
              ≤
      55%

            	
              0.90%
      p.a.

            
	
              >
      55%

            	
              1.10%
      p.a.

            


    

    


     

    
      	
               
      

            	
              Where:

            


    

     

    
      	
               
      

            	
              ““Margin Ratio” means the
      ratio of the Loan divided by the Fleet Market
  Value;”;

            


    

     

    
       

      
        	
                 
      

              	
                xii)

              	
                by
      deleting the definition of “Retention Amount” in
      clause 1.2 of the Principal Agreement and replacing it with the following
      definition:

              


      

       

    

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              xiii)

            	
              by
      deleting the definition of “Manager” in clause 1.2
      of the Principal Agreement and replacing it with the following
      definition:

            


    

     

    
      	
               
      

            	
              ““Manager”
      means:

            


    

     

    
      	
               
      

            	
              (a)

            	
              in
      relation to any Additional Ships which are dry cargo vessels, Target
      Marine S.A. of 24, Kanigos St., Kastella, 18534 Piraeus Greece;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to the Initial Ships and any Additional Ships which are tankers,
      either V.Ships UK Ltd of Skipart, 8 Elliot Place, Glasgow, G3 8EP,
      Scotland, or V.Ships Management Limited of Eaglehurst, Belmont Hill,
      Douglas, Isle of Man, or Bernhard Schulte Shipmanagement (L) Ltd. of
      [                
      ], or Bernhard Schulte Shipmanagement (India) Ltd. of
      [                   
      ],

            


    

     

    
      	
               
      

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

            


    

     

    
      
        	
                 
      

              	
                xiv)

              	
                by
      inserting the following new definitions in clause 1.2 of the Principal
      Agreement:

              


      

       

    

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ““Restructuring Fee
      Letter” means the letter dated [   ] 2008 executed
      between the Borrower, the Agent and the Arranger, setting out the fees to
      be paid by the Borrower to the Agent and the Arranger;”;
    and

            


    

    


    
      	
               
      

            	
              ““Third Supplemental Deed”
      means the Deed
      dated [               ]
      2008 supplemental to this Agreement made between (1) the Borrower, (2) the
      Banks, (3) the Arranger, (4) the Swap Bank and (5) the
      Agent;”;

            


    

     

    
      


      
        	
                 
      

              	
                xv)

              	
                by
      inserting the words “(as supplemented and amended from time to time
      including, without limitation, by the First Supplemental Deed, the Second
      Supplemental Deed and the Third Supplemental Deed) and the Restructuring
      Fee Letter”, after the words “this Agreement” in paragraph (b) of the
      definition of “Security
      Documents” in clause 1.2 of the Principal
      Agreement;”;

              


      

       

    

    
      	
               
      

            	
              xvi)

            	
              by
      deleting the words “one hundred and thirty five per cent (135%)” in line 3
      of the definition of “Security Requirement” in
      clause 1.2 of the Principal Agreement and replacing them with the words
      “one hundred and twenty per cent
(120%);

            


    

    


    
      	
               
      

            	
              xvii)

            	
              by
      replacing the headings “The Facilities” and the words “Total Facility A
      Commitments” respectively with the words “The Loan” and “Commitments” in
      clauses 2.1 and 2.1.1 of the Principal Agreement and by replacing the
      words “Facility A” with the word “Facility” and the words “clause 1.1(i)”
      with the words “clause 1.1” in clause 2.5 or the Principal Agreement and
      by deleting clauses 2.1.2, 2.6, 2.7, 2.8 and 2.10.2 of the Principal
      Agreement and renumbering clause 2 of the Principal Agreement
      accordingly;

            


    

     

    
      
        	
                 
      

              	
                xviii)

              	
                by
      deleting the words “or, as the case may be the Facility A Loan, or the
      Facility B Loan” in lines 1 and 2 of clause 3.1 of the Principal
      Agreement;

              


      

      
        


        
          	
                   
      

                	
                  xix)

                	
                  by
      construing the words “Facility A” and “Facility A Loan” in clause 3.3 of
      the Principal Agreement to mean the
Loan;

                


        

         

        
          
            	
                     
      

                  	
                    xx)

                  	
                    by
      deleting clause 3.3.3 of the Principal
  Agreement;

                  


          

          
 

        

      

    

    
      	
               
      

            	
              xxi)

            	
              by
      deleting clause 3.3.4 of the Principal Agreement and replacing it as
      follows:-

            


    

     

    
      	
               
      

            	
              “3.3.4

            	
              if
      any Interest Period for any Advance and/or the Loan would otherwise
      overrun the Final Repayment Date, then such Interest Period shall end on
      the Final Repayment Date; and”;

            


    

     

    
      	
               
      

            	
              xxii)

            	
              by
      deleting the second paragraph of clause 3.3.5 of the Principal
      Agreement”;

            


    

     

    
      	
               
      

            	
              xxiii)

            	
              by
      deleting clause 4.1 of the Principal Agreement and replacing it with the
      following clause:

            


    

     

    “4.1              Repayment of Loan

     

    The
Borrower shall repay the Loan in full on the Final Repayment Date.

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    If
the Commitment is not drawn in full, the amount of the repayment instalment
shall be reduced accordingly.”;

     

    
      	
               
      

            	
              xxiv)

            	
              by
      deleting clause 4.2 and renumbering clause 4
  accordingly;

            


    

     

    
      	
               
      

            	
              xxv)

            	
              by
      deleting the first two paragraphs of clause 4.5 of the Principal Agreement
      and replacing it as follows:-

            


    

     

    
      	
               
      

            	
              “4.5

            	
              Prepayment on Total
      Loss and
      Sale

            


    

     

    On
a Ship becoming a Total Loss or suffering damage or being involved in an
incident which in the opinion of the Banks may result in such Ship being
subsequently determined to be a Total Loss or on any Ship being sold with the
prior written consent of the Agent, the obligation of the Banks to make any
further Advance under this Agreement shall immediately cease and no further
Advances shall be available and until the Borrower has prepaid an amount equal
to one hundred and ten per cent (110%) of the Loan multiplied by a fraction of
which the numerator is equal to the Fair Market Value of such Ship and the
denominator is equal to the Fleet Market Value (i.e.

     

    
      	 
      	
              (Loan
      x 110%) x

            	 
      	
              Fair Market Value of
Ship

            
	 
      	 
      	
              Fleet
      Market Value).

            


    

    


     

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

     

    
      	
               
      

            	
              xxvi)

            	
              by
      deleting the second paragraph of clause 4.8 of the Principal Agreement and
      replacing it with the following:

            


    

     

    
      	
               
      

            	
              “No
      amount of the Loan which is prepaid may be
  reborrowed.”;

            


    

     

    
      	
               
      

            	
              xxvii)

            	
              by
      deleting clause 5.1 and renumbering clause 5
  accordingly;

            


    

     

    
      	
               
      

            	
              xxviii)

            	
              by
      deleting clause 8.1.15 and renumbering clause 8.1
    accordingly;

            


    

     

    
      	
               
      

            	
              xxix)

            	
              by
      deleting sub-clauses (b), (c) and (d) of clause 8.3.13 of the Principal
      Agreement and replacing it with the following sub-clause
    (b):

            


    

     

    
      	
               
      

            	
              “(b)

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

            


    

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              xxx)

            	
              by
      deleting the definition of “Leverage Ratio” in
      clause 8.6 of the Principal Agreement and replacing it with the following
      definition:

            


    

     

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

     

    
      	
               
      

            	
              xxxi)

            	
              by
      adding the following definitions in clause 8.6 of the Principal
      Agreement:

            


    

     

    
      	
               
      

            	
              ““Net Debt” means Total
      Debt minus Cash and Cash Equivalent
Investments.

            


    

     

    
      	
               
      

            	
              “Net Capitalisation”
      means the total capitalisation of the Borrower minus Cash and Cash
      Equivalents.”;

            


    

     

    
      	
               
      

            	
              xxxii)

            	
              by
      deleting clause 8.7.1 of the Principal Agreement and replacing it with the
      following clause:

            


    

     

    “8.7.1              Leverage Ratio

     

    maintain
a Leverage Ratio of not more than sixty five per cent (65%) Provided that the
Leverage Ratio may be temporarily increased to between sixty five per cent (65%)
and seventy per cent (70%), if it is thereafter reduced to sixty five per cent
(65%) within six months after the end of the quarter that it first exceeded
sixty five per cent (65%);”;

     

    
      	
               
      

            	
              xxxiii)

            	
              by
      deleting clause 8.7.4 of the Principal Agreement and replacing it with
      the  following clause:

            


    

     

    
      	
               
      

            	
              “8.7.4

            	
              Interest
      coverage

            


    

     

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

     

    
      	
               
      

            	
              xxxiv)

            	
              by
      deleting clauses 9.1.4 and 9.1.5;

            


    

     

    
      	
               
      

            	
              xxxv)

            	
              by
      deleting clause 14.4.2 (a) of the Principal Agreement and replacing it
      with the  following
clause:

            


    

     

    
      	
               
      

            	
              “(a)

            	
              upon
      the Final Repayment Date, and on each day that interest is payable
      pursuant to clause 3.1 in respect of the Loan, in or towards payment to
      the Agent of the instalment then falling due for repayment or (as the case
      may be) the amount of interest then due.  Each such application
      by the Account Bank shall constitute a payment in or towards satisfaction
      of the Borrower’s corresponding payment obligations under this Agreement
      but shall be strictly without prejudice to the obligations of the Borrower
      to make any such payment to the extent that the aforesaid application by
      the Account Bank is insufficient to meet the same; and”;
    and

            


    

     

    
      	
               
      

            	
              xxxvi)

            	
              by
      deleting Schedule 1 Part 1 of the Principal Agreement and replacing it
      with Schedule 1 of this Deed.

            


    

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.2

            	
              Continued
      force and effect

            


    

     

    Save
as amended by this Deed and such alterations and variations as may be necessary
to make the Principal Agreement and the Security Documents and the Ship Security
Documents consistent with this Deed, the provisions of the Principal Agreement,
the other Security Documents and the Ship Security Documents shall continue in
full force and effect and the Principal Agreement and this Deed shall be read
and construed as one instrument.

     

    
      	
               
      

            	
              4

            	
              Representations
      and warranties

            


    

     

    h)              Primary representations and
warranties

     

        
The Borrower represents and warrants to the Banks and the Agent
that:

     

    i)   Existing representations and
warranties

     

    The
representations and warranties set out in clause 7 of the Principal
Agreement were true and correct on the date of the Principal Agreement and are
true and correct, including to the extent that they may have been or shall be
amended by this Deed, as if made at the date of this Deed with reference to the
facts and circumstances existing at such date.

     

    ii)  Corporate power

     

    The
Borrower has power to execute, deliver and perform its obligations under this
Deed and all documents and other instruments to be executed by it in accordance
with this Deed to which it is or is to be a party and all necessary corporate,
shareholder and other action has been taken by the Borrower to authorise the
execution, delivery and performance of this Deed and all documents and other
instruments to which it is or is to be a party.

     

    iii)  Binding
obligations

     

    This
Deed constitutes valid and legally binding obligations of the Borrower
enforceable in accordance with its terms.

     

    
      	
               
      

            	
              iv)

            	
              No conflict with other
      obligations

            


    

     

    The
execution, delivery and performance of this Deed by the Borrower will not (a)
contravene any existing law, statute, rule or regulation or any judgment, decree
or permit to which the Borrower is subject, (b) conflict with, or result in any
breach of any of the terms of, or constitute a default under, any agreement or
other instrument to which the Borrower is a party or is subject or by which it
or any of its property is bound or (c) contravene or conflict with any provision
of the constitutional documents of the Borrower or (d) result in the creation or
imposition of or oblige the Borrower to create any Encumbrance (other than a
Permitted Encumbrance) on any of the undertaking, assets, rights or revenues of
the Borrower.

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


      
v)     No filings
required

     

    It
is not necessary to ensure the legality, validity, enforceability or
admissibility in evidence of this Deed that it or any other instrument be
notarised, filed, recorded, registered or enrolled in any court, public office
or elsewhere in any Relevant Jurisdiction or that any stamp, registration or
similar tax or charge be paid in any Relevant Jurisdiction on or in relation to
this Deed and this Deed is in proper form for its enforcement in the courts of
each Relevant Jurisdiction.

     

                        
vi)     Choice of law

     

    The
choice of English law to govern this Deed and the submission by the Borrower to
the non-exclusive jurisdiction of the English courts are valid and
binding.

     

                        
vii)    Consents obtained

     

    Every
consent, authorisation, licence or approval of, or registration or declaration
to, governmental or public bodies or authorities or courts required by the
Borrower in connection with the execution, delivery, validity, enforceability or
admissibility in evidence of this Deed or the performance by the Borrower of its
obligations under this Deed has been obtained or made and is in full force and
effect and there has been no default in the observance of any conditions or
restrictions (if any) imposed in, or in connection with, any of the
same.

     

    i)       Repetition of representations and
warranties

     

    Each
of the representations and warranties contained in clause 4.1 of this Deed
and clause 7 of the Principal Agreement shall be deemed to be repeated by
the Borrower on the Effective Date as if made with reference to the facts and
circumstances existing on such day.

     

    
      	
               
      

            	
              5

            	
              Conditions

            


    

     

    j)       Documents and
evidence

     

    The
agreement of the Banks and the Agent referred to in clause 2 shall be
subject to the receipt by the Agent or its duly authorised representative of the
relevant documents and evidence specified in Schedule 2 in form and
substance satisfactory to the Agent on or prior to the relevant Drawdown
Date.

     

    k)      General conditions
precedent

     

    The
agreement of the Banks and the Agent referred to in clause 2 shall be
subject to:

     

    
      	
               
      

            	
              i)

            	
              the
      representations and warranties in clause 4 being true and correct on
      the Effective Date and each Drawdown Date as if each was made with respect
      to the facts and circumstances existing at such
  time;

            


    

     

    
      	
               
      

            	
              ii)

            	
              no
      Default having occurred and continuing at the time of the Effective Date
      and each Drawdown Date; and

            


    

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              iii)

            	
              all
      expenses payable by the Borrower to the Agent and/or the Banks being paid
      in full.

            


    

     

    l)       Waiver of conditions
precedent

     

    The
conditions specified in this clause 0 are inserted solely for the benefit of the
Banks and the Agent and may be waived by the Agent (acting on the instructions
of the Majority Banks) in whole or in part with or without
conditions.

     

            
m)     Security
Documents

     

    The
Borrower further acknowledges and agrees, for the avoidance of doubt,
that:

     

    
      	
               
      

            	
              i)

            	
              each
      of the Security Documents to which it is a party, and its obligations
      thereunder, shall remain in full force and effect notwithstanding the
      amendments made to the Principal Agreement by this Deed;
    and

            


    

     

    
      	
               
      

            	
              ii)

            	
              with
      effect from the Effective Date, references to “the Agreement” or “the
      Facilities Agreement” in any of the Security Documents to which it is a
      party shall henceforth be reference to the Principal Agreement as amended
      by this Deed and as from time to time hereafter
  amended.

            


    

     

    
      	
               
      

            	
              6

            	
              Fee

            


    

     

    The
Borrower hereby undertakes to pay a restructuring fee in accordance with the
terms of the relevant Restructuring Fee Letter.

     

    
      	
               
      

            	
              7

            	
              Expenses

            


    

     

    The
Borrower hereby undertakes to pay all legal and other expenses or disbursements
incurred by the Bank in the negotiation, preparation and execution of this Deed
and in connection with the fulfilment of the conditions specified in
clause 5.

     

    
      	
               
      

            	
              8

            	
              Miscellaneous
      and notices

            


    

     

    n)      Notices

     

    The
provisions of clause 17.1 of the Principal Agreement shall extend and apply
to the giving or making of notices or demands hereunder as if the same were
expressly stated herein.

     

    o)      Counterparts

     

    This
Deed may be executed in any number of counterparts and by the different parties
on separate counterparts, each of which when so executed and delivered shall be
an original but all counterparts shall together constitute one and the same
instrument.

     

    
      	
               
      

            	
              9

            	
              Law
      and jurisdiction

            


    

     

    This
Deed shall be governed by, and construed in accordance with, English law and the
provisions of clause 18.2 of the Principal Agreement shall be deemed
incorporated herein mutatis mutandis.

     



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

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    Schedule 1

     

    


    
      	
              Name

            	
              Address
      and fax

            	
              Commitment

            
	
              HSH
      Nordbank AG

            	
              Attn:   Shipping,
      Greek Clients

              Gerhart-Hauptmann-Platz
      50

              20095
      Hamburg

              Germany

               

              Fax:
      + 49 40 3333 34118

            	
               

               

              $98,440,108.69

            
	
              Credit
      Suisse

            	
              Attn:   Ship
      Finance

              SGAS
      6

              St.
      Alban Graben 1-3

              P.O.
      Box

              4002
      Basle

              Switzerland

               

              Fax:
      +41 61 266 7939

            	
               

               

               

              $61,834,239.13

            
	
              Bank
      of Scotland plc

            	
              Attn:    Marine
      Finance

              Second
      Floor

              Pentland
      House

              8
      Lochside Avenue

              Edinburgh
      EH12 9DJ

               

              Fax:
      + 44 131 658 3220

            	
               

               

               

              $41,222,826.09

            
	
              Dresdner
      Bank AG

            	
              Attn:   Corporate
      Banking

              Jungfernstieg
      22

              20349  Hamburg

              Germany

               

              Fax:
      +49 40 3501 4007

            	
               

               

              $41,222,826,09

            


    

    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    Schedule 2

     

    Documents
and evidence required as conditions precedent to the Advance being made
(referred to in clause 1)j))

     

    


    
      	
              1

            	
              Corporate
      authorisation

            


    

     

    in
relation to the Borrower and/or any of the Owners:

     

    
      	
               
      

            	
              (a)

            	
              Constitutional
      documents

            


    

     

    copies
certified by an officer of the Borrower and/or any of the Owners, as a true,
complete and up to date copies, of all documents which contain or establish or
relate to the constitution of that party or a secretary’s certificate confirming
that there have been no changes or amendments to the constitutional documents
certified copies of which were previously delivered to the Agent pursuant to the
Principal Agreement;

     

    
      	
               
      

            	
              (b)

            	
              Resolutions
      of Directors

            


    

     

    copies
of resolutions of each of its board of directors approving the execution of this
Deed and the terms and conditions hereof and thereof and authorising the
signature, delivery and performance of each such party’s obligations thereunder,
certified by an officer of the Borrower and the Owners:

     

    
      	
               
      

            	
              (1)

            	
              being
      true and correct;

            


    

     

    
      	
               
      

            	
              (2)

            	
              being
      duly passed at meetings of the directors of the Borrower and the Owners
      duly convened and held;

            


    

     

    
      	
               
      

            	
              (3)

            	
              not
      having been amended, modified or revoked;
and

            


    

     

    
      	
               
      

            	
              (4)

            	
              being
      in full force and effect

            


    

     

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

     

    
      	
               
      

            	
              (c)

            	
              Resolutions
      of Shareholders

            


    

     

    A
copy of a resolution signed by all the holders of the issued shares in each
Owner, approving the execution of this Deed and the terms and conditions hereof
and thereof and authorising the signature, delivery and performance of each such
party’s obligations thereunder, including, without limitation, the signature,
delivery and performance of any Mortgage addenda, certified by an officer of
each Owner; and

     

    
      	
               
      

            	
              (d)

            	
              Certificate
      of incumbency

            


    

     

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

     

    2           Security
Documents

     

    the
Supplemental Security Documents Letters and any required addenda to the
Mortgages duly executed and registered;

     

    p)           Evidence of Registration of addenda
to the Mortgages

     

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

     

    q)           Manager’s
documents

     

    the
relevant Manager’s Undertaking duly executed and copies, certified by an officer
of the Borrower or the relevant Additional Owner, of the Management Agreement
for such Additional Ship;

     

    

    

    

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    
      r)           Manager’s
Confirmation

       

      the
Manager for the Additional Ships has confirmed in writing that the
representations and warranties set out in clause 7.2.11 of the Principal
Agreement are true and correct;

    

     

    
      	
              6

            	
              Consents

            


    

     

    a
certificate (dated no earlier than five Banking Days prior to the date of this
Agreement) from an officer of the Borrower and the Owners stating that no
consents, authorisations, licences or approvals are necessary for the Borrower
and the Owners to authorise, or are required by each of the Borrower and the
Owners or any other party (other than the Banks and/or the Agent) in connection
with, the execution, delivery, and performance of this Deed to which they are or
will be a party;

     

    
      	
              7

            	
              Legal
      opinions

            


    

     

    such
legal opinions in relation to the laws of the Marshall Islands and Liberia and
any other legal opinions as the Agent shall in its reasonable discretion deem
appropriate in favour of the Agent and the Banks;

     

    
      	
              8

            	
              Payments

            


    

     

    payment
by the Borrower of all amounts currently due and owing by the Borrower to the
Agent and the Banks under the Principal Agreement;

     

    
      	
              9

            	
              Prepayment

            


    

     

    prepayment
in full of the Outstanding Facility B Loan pursuant to the terms of this
Deed;

     

    
      	
              10

            	
              Expenses

            


    

     

    payment
by the Borrower to the Agent of the expenses payable by the Borrower to the
Agent pursuant to clause 7 of this Deed;

     

    11        Process
agent

     

    an
original or certified true copy of a letter from the Borrower’s agent for
receipt of service of proceedings accepting its appointment under this Agreement
as the Borrower’s process agent;

     

    
      	
              12

            	
              Fee

            


    

     

    evidence
of payment to the Agent of the restructuring fee referred to in the
Restructuring Fee Letter; and

     

    10      
Drawdown Notice

     

    a
duly completed Drawdown Notice in the form of Schedule 4.

     

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


     

    Schedule
3

     

    To:       HSH
Nordbank AG,

               
Gerhart-Hauptmann-Platz 50,

               
20095 Hamburg, Germany

    [Date]

    


    Dear
Sirs,

    


    Omega
Navigation Enterprises, Inc. - Facilities Agreement for a US$145,000,000 Term
Loan and US$150,000,000 Revolving Credit Facility (as supplemented and amended,
the “Facilities Agreement”)

    


    We
refer to:

    


    
      	
              1

            	
              the
      guarantee dated [●] (the “Guarantee”) executed by us in favour of you (in
      your capacity as Security Agent and Trustee for the Banks (as hereinafter
      defined)) guaranteeing the obligations of Omega Navigation Enterprises,
      Inc. (the “Borrower”) to you and the Banks under the Facilities Agreement
      (as supplemented and amended) made between (1) the Borrower, (2) the banks
      and financial institutions whose names are set out in Schedule 1 Part 1 of
      the Facilities Agreement (the “Banks”) (3) yourselves in your capacity as
      mandated lead arranger, (4) yourselves in your capacity as swap bank and
      (5) yourselves in your capacity as Agent, security agent and trustee (the
      “Agent”); and

            


    

     

    
      	
              2

            	
              each
      of the Security Documents (as defined in the Facilities Agreement) to
      which we are a party (together the “Security
  Documents”);

            


    

     

    the
third supplemental deed dated [●] (the “Supplemental Deed”) made between the (1)
the Borrower, (2) the Banks, (3) yourselves in your capacity as mandated lead
arranger, (4) yourselves in your capacity as swap bank and (5) the Agent, being
supplemental to the Facilities Agreement, a copy of which Supplemental Deed is
attached to this letter. Words and expressions defined in the Supplemental Deed
shall, unless otherwise defined herein, have the same meaning when used in this
letter.

    


    We
hereby confirm that we have reviewed the terms of the Supplemental Deed and
consent to the amendments to the Facilities Agreement contained in the
Supplemental Deed and agree that:

    


    
      	
              (a)

            	
              the
      Guarantee and the Security Documents, and our obligations thereunder,
      shall remain and continue in full force and effect notwithstanding the
      said amendments to the Facilities Agreement contained in the Supplemental
      Deed; and

            


    

     

    
      	
              (b)

            	
              with
      effect from the Effective Date references in the Guarantee and the
      Security Documents to “the Agreement” or “the Facilities Agreement” shall
      henceforth be references to the Facilities Agreement as amended by the
      Supplemental Deed and as from time to time hereafter amended and shall
      also be deemed to include the Supplemental Deed and the obligations of the
      Borrower thereunder.

            


    

     

    This
letter is executed as an Agreement and is governed by and shall be construed in
accordance with English law.

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


     

    
      	
              SIGNED
      and DELIVERED

            	
              )

            	 
      	 
      
	
              as
      a DEED by

            	
              )

            	 
      	 
      
	
              [THE
      RELEVANT OWNER]

            	
              )

            	 
      	 
      
	
              by

            	
              )

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

            
	
              [its
      duly authorised attorney-in-fact

            	
              )

            	 
      	
              [Attorney-in-fact]

            
	
              pursuant
      to a power of attorney

            	
              )

            	 
      	 
      
	
              dated.................

            	
              )

            	 
      	 
      
	
              in
      the presence of:]

            	
              )

            	 
      	 
      


    

    


     

    


     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


     

    Schedule
4

     

    Form
of Drawdown Notice

     

    


    To:       HSH
NORDBANK AG

    Gerhart-Hauptmann-Platz
50

    20095
Hamburg

    Germany

     

     [Date]
2008

     

    Facilities
Agreement dated 7 April 2006 as amended and supplemented by a First Supplemental
Deed dated 28 July 2006, by a Second Supplemental Deed dated 21 March 2007 and
by a Third Supplemental Deed dated
[         ] 2008 (together, the
“Agreement”)

     

    We
refer to the above Agreement and hereby give you notice that we wish to draw
down the sum of [one hundred and two million eight hundred and one thousand
three hundred and seventy nine Dollars thirty cents] ($[102,801,379.30])
representing an Advance of the Loan on
[            ] 2008
[and select a first Interest Period in respect thereof of
[    ] months] [the first Interest Period in respect thereof
to expire on [        ]].  The
funds should be credited to [name and number of account]
with [details of
bank.]

     

    We
confirm that:

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      representations and warranties contained
in:

            


    

     

    
      	
               
      

            	
              (i)

            	
              clauses
      7.1, 7.2 and 7.3 of the Agreement;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              clauses 4.1
      and 4.2 of the Owners’ Guarantees;

            


    

     

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

     

    
      	
               
      

            	
              (c)

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

            


    

     

    
      	
               
      

            	
              (d)

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

            


    

     

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

    For
and on behalf of

    


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

    OMEGA
NAVIGATION ENTERPRISES, INC.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    Borrower

     

    
      	
              SIGNED
      and DELIVERED as a DEED

            	
              )

            	 
      	 
      
	
              by

            	
              )

            	 
      	 
      
	
              authorised
      signatory for and on behalf of

            	
              )

            	 
      	 
      
	
              OMEGA
      NAVIGATION ENTERPRISES, INC.

            	
              )

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

            
	
              pursuant
      to a Board Resolution

            	
              )

            	 
      	
              Attorney-in-fact

            
	
              dated
                                                          2008

            	
              )

            	 
      	 
      
	
              in
      the presence of:

            	
              )

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              .............................Witness

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      	 
      


    

    


    Arranger

    


    
      	
              SIGNED
      and DELIVERED as a DEED

            	
              )

            	 
      	 
      
	
              by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              HSH
      NORDBANK AG

            	
              )

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

            
	
              pursuant
      to a power of attorney

            	
              )

            	 
      	
              Attorney-in-fact

            
	
              dated
                                                          2008

            	
              )

            	 
      	 
      
	
              in
      the presence of:

            	
              )

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              .............................Witness

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      	 
      


    

    


    Swap
Bank

    


    
      	
              SIGNED
      and DELIVERED as a DEED

            	
              )

            	 
      	 
      
	
              by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              HSH
      NORDBANK AG

            	
              )

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

            
	
              pursuant
      to a power of attorney

            	
              )

            	 
      	
              Attorney-in-fact

            
	
              dated
                                                          2008

            	
              )

            	 
      	 
      
	
              in
      the presence of:

            	
              )

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              .............................Witness

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      	 
      


    

    





    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    


    Agent

    


    
      	
              SIGNED
      and DELIVERED as a DEED

            	
              )

            	 
      	 
      
	
              by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              HSH
      NORDBANK AG

            	
              )

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

            
	
              pursuant
      to a power of attorney

            	
              )

            	 
      	
              Attorney-in-fact

            
	
              dated
                                                          2008

            	
              )

            	 
      	 
      
	
              in
      the presence of:

            	
              )

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              .............................Witness

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      	 
      


    

    


    Banks

    


    
      	
              SIGNED
      and DELIVERED as a DEED

            	
              )

            	 
      	 
      
	
              by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              HSH
      NORDBANK AG

            	
              )

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

            
	
              pursuant
      to a power of attorney

            	
              )

            	 
      	
              Attorney-in-fact

            
	
              dated
                                                          2008

            	
              )

            	 
      	 
      
	
              in
      the presence of:

            	
              )

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              .............................Witness

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      	 
      


    

    


    
      	
              SIGNED
      and DELIVERED as a DEED

            	
              )

            	 
      	 
      
	
              by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              CREDIT
      SUISSE

            	
              )

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

            
	
              pursuant
      to a power of attorney

            	
              )

            	 
      	
              Attorney-in-fact

            
	
              dated
                                                          2008

            	
              )

            	 
      	 
      
	
              in
      the presence of:

            	
              )

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              .............................Witness

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      	 
      


    

    



    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    


    
      	
              SIGNED
      and DELIVERED as a DEED

            	
              )

            	 
      	 
      
	
              by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              BANK
      OF SCOTLAND plc

            	
              )

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

            
	
              pursuant
      to a power of attorney

            	
              )

            	 
      	
              Attorney-in-fact

            
	
              dated
                                                          2008

            	
              )

            	 
      	 
      
	
              in
      the presence of:

            	
              )

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              .............................Witness

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      	 
      


    

    


    


    
      	
              SIGNED
      and DELIVERED as a DEED

            	
              )

            	 
      	 
      
	
              by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              DRESDNER
      BANK AG

            	
              )

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

            
	
              pursuant
      to a power of attorney

            	
              )

            	 
      	
              Attorney-in-fact

            
	
              dated
                                                          2008

            	
              )

            	 
      	 
      
	
              in
      the presence of:

            	
              )

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              .............................Witness

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	 
      
	
              Address:Occupation:

            	 
      	 
      	 
      


    

    


    


    SK
23286 0002 889267


    
      
         


      

      
        20