Exhibit 10.36


 


Private
& Confidential


 


Dated 8 June 2007


 


SUPPLEMENTAL AGREEMENT


 


relating to a loan of (originally) up to US$35,500,000

to

KITHNOS MARITIME INC.

NAXOS MARITIME INC.

PAROS MARITIME INC.

SANTORINI MARITIME INC.

and

SERIFOS MARITIME INC.


 


provided by

THE BANKS AND FINANCIAL INSTITUTIONS SET OUT IN SCHEDULE 1


 


Arranger, Agent, Security Agent and Account Bank

AEGEAN BALTIC BANK S.A.


 


Swap Providers

AEGEAN BALTIC BANK S.A.

and

HSH NORDBANK AG


 


NORTON ROSE


 

















 


 


 


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THIS
SUPPLEMENTAL AGREEMENT
is dated 8 June 2007 and made BETWEEN:


 


1.                                       KITHNOS MARITIME INC., a corporation incorporated under the
laws of the Republic of the Marshall Islands having its registered office at
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960 (the “Kithnos Borrower”);


 


2.                                       NAXOS MARITIME INC., a corporation
incorporated under the laws of the Republic of the Marshall Islands having its
registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Marshall Islands MH96960 (the “Naxos Borrower);


 


3.                                       PAROS MARITIME INC., a corporation incorporated under the
laws of the Republic of the Marshall Islands having its registered office at
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960 (the “Paros Borrower);


 


4.                                       SANTORINI MARITIME INC., a corporation incorporated under
the laws of the Republic of the Marshall Islands having its registered office
at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
Islands MH96960 (the “Santorini Borrower);


 


5.                                       SERIFOS MARITIME INC., a corporation incorporated under the
laws of the Republic of the Marshall Islands having its registered office at
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960 (the “Serifos Borrower” and, together with the Kithnos Borrower, the
Naxos Borrower, the Paros Borrower and the  Santorini Borrower, the “Borrowers”);


 


6.                                       AEGEAN BALTIC BANK S.A., a company incorporated under the
laws of Greece having its registered office at 28 Diligianni Street, 145 62
Kifissia, Greece in its capacity as arranger (the ‘Arranger);


 


7.                                       AEGEAN BALTIC BANK S.A., a company incorporated under the
laws of Greece having its registered office at 28 Diligianni Street, 145 62
Kifissia, Greece in its capacity as agent for the Banks and the Swap Providers
(the “Agent”);


 


8.                                       AEGEAN BALTIC BANK S.A., a company incorporated under the
laws of Greece having its registered office at 28 Diligianni Street, 145 62 Kifissia,
Greece in its capacity as security agent and trustee for and on behalf of the
Agent, the Banks and the Swap Providers (the “Security Agent”);


 


9.                                       AEGEAN BALTIC BANK S.A., a company incorporated under the
laws of Greece having its registered office at 28 Diligianni Street, 145 62
Kifissia, Greece in its capacity as account bank (the “Account Bank”);


 


10.                                 THE BANKS AND FINANCIAL INSTITUTIONS whose names and
addresses are set out in schedule 1 as lenders (the “Banks”);


 


11.                                 AEGEAN BALTIC BANK S.A., a company incorporated under the
laws of Greece having its registered office at 28 Diligianni Street, 145 62
Kifissia, Greece in its capacity as swap provider (the “ABB Swap Provider”);


 


12.                                 HSH NORDBANK AG, a company incorporated under the laws of
Germany acting through its office at Gerhart-Hauptmann-Platz 50, 20095 Hamburg,
Germany in its capacity as swap provider (the “HSH Swap Provider” and, together
with the ABB Swap Provider, the “Swap Providers”);


 


13.                                 AEGEAN BUNKERING SERVICES INC., a corporation incorporated
under the laws of the Republic of the Marshall Islands having its registered
office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH96960 in its capacity as corporate guarantor (the “Existing
Corporate Guarantor”);


 


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14.                                 MR DIMITRIOS MELISANIDIS
of 4, Hydras and Simis Street, Aixoni, Glyfada, Attiki (the “Personal Guarantor”);


 


15.                                 AEGEAN BUNKERING SERVICES INC., a corporation incorporated
under the laws of the Republic of the Marshall Islands having its registered
office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH96960 in its capacity as manager (the “Manager”);


 


16.                                 AEGEAN MARINE PETROLEUM NETWORK INC., a corporation incorporated
under the laws of the Republic of the Marshall Islands having its registered
office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH96960 (the “Aegean Marine Guarantor”); and


 


17.                                 AEGEAN SHIPHOLDINGS INC., a corporation incorporated under
the laws of the Republic of the Marshall Islands having its registered office
at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
Islands MH96960 (the “Aegean Shipholdings
Guarantor” and, together with the Aegean Marine Guarantor, the “New Corporate
Guarantors”).


 


WHEREAS:


 


(A)                this
agreement is supplemental to a loan agreement dated 30 August 2005 (the “Principal
Agreement”) made between (1) the Borrowers, (2) the Arranger, (3) the Agent,
(4) the Security Agent, (5) the Account Bank, (6) the Banks and (7) the Swap
Providers, relating to a loan of up to Thirty five million five hundred
thousand Dollars ($35,500,000) made or (as the context may require) to be made
available by the Banks to the Borrowers, jointly and severally, of which the
principal amount outstanding at the date hereof is Seven million eight hundred
and twenty thousand Dollars ($7,820,000), to be used for the purpose of
financing and/or, as the case may be, refinancing part of the construction and
acquisition cost of the Ships; and


 


(B)                  this
Agreement sets out the terms and conditions upon which the Creditors shall, at
the request of the Borrowers, provide their consent to:


 


(i)                       the release of the Personal Guarantee;


 


(ii)                    the release of the Borrowers’ obligations to pay moneys to the credit
of the Retention Account pursuant to clause 14.3 of the Principal Agreement;


 


(iii)              the execution of corporate guarantees by the
Aegean Marine Guarantor and the Aegean Shipholdings Guarantor in favour of the
Security Agent, each as security for the obligations of the Borrowers under the
Loan Agreement and the Master Swap Agreements; and


 


(iv)                              certain other amendments to the Principal Agreement.


 


NOW IT IS HEREBY AGREED as follows:


 


1                                         Definitions


 


1.1                               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 Agreement.


 


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1.2                               Definitions


 


In this
Agreement, unless the context otherwise requires:


 


“Aegean Marine
Guarantee” means the guarantee executed or (as the context may require) to be
executed by the Aegean Marine Guarantor in favour of the Security Agent in the
form set out in schedule 4;


 


“Aegean
Shipholdings Guarantee” means the guarantee executed or (as the context may
require) to be executed by the Aegean Shipholdings Guarantor in favour of the
Security Agent in the form set out in schedule 5;


 


“Effective Date”
means the date, being no later than 15 June 2007, on which the Agent notifies
the Borrowers in writing that the Agent has received the documents and evidence
specified in clause 5 and schedule 2 in a form and substance satisfactory to
it;


 


“Existing
Corporate Guarantee” means the guarantee dated 30 August 2005 executed by the
Existing Corporate Guarantor in favour of the Security Agent in respect of the
obligations of the Borrowers under the Principal Agreement and the Master Swap
Agreements;


 


“Loan Agreement”
means the Principal Agreement as amended and restated by this Agreement;


 


“New Corporate
Guarantees” means, together, the Aegean Marine Guarantee and the Aegean
Shipholdings Guarantee and “New Corporate Guarantee” means either of them;


 


“Personal
Guarantee” means the guarantee dated 30 August 2005 executed by the Personal
Guarantor in favour of the Agent, the Banks and the Swap Providers in respect
of the obligations of the Borrowers under the Principal Agreement and the
Master Swap Agreements;


 


“Relevant Documents”
means this Agreement and the New Corporate Guarantees; and


 


“Relevant
Parties” means, together, the Borrowers, the Existing Corporate Guarantor, the
Personal Guarantor, the Manager and the New Corporate Guarantors or, where the
context so requires or permits, means any or all of them.


 


1.3                               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
Principal Agreement as amended and restated by this Agreement and words such as
“herein”, “hereof”, “hereunder”, “hereafter”,
“hereby” and “hereto”, where they appear in the Principal Agreement, shall be
construed accordingly.


 


1.4                               Headings


 


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


 


1.5                               Construction of certain terms


 


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


 


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2                                         Consent of the Creditors


 


2.1                               Consent


 


The Creditors,
relying upon the representations and warranties on the part of the Borrowers
contained in clause 4, agree with the Borrowers that, subject to the terms and
conditions of this Agreement and in particular, but without prejudice to the
generality of the foregoing, fulfilment on or before 28 February 2007 of the
conditions contained in clause 5 and schedule 2, the Creditors agree to the
amendments of the Principal Agreement on the terms set out in clause 3.


 


2.2                               Release of Personal Guarantee


 


The Agent, the
Banks and the Swap Providers hereby agree that, subject to the terms and
conditions of this Agreement and in particular, but without prejudice to the
generality of the foregoing, satisfaction of the conditions contained in clause
5 and schedule 2, they release the Personal Guarantor from its obligations
under the Personal Guarantee.


 


3                                         Amendments to Principal
Agreement


 


3.1                               Amendments to Principal
Agreement


 


The Principal
Agreement shall, with effect on and from the Effective Date, be (and it is
hereby) amended in accordance with the form of the amended and restated Loan Agreement
set out in schedule 3 and (as so amended) will continue to be binding upon the
Creditors and the Borrowers upon such terms as so amended and restated.


 


3.2                               Continued force and effect


 


Save as amended
and restated by this Agreement, the provisions of the Principal Agreement shall
continue in full force and effect and the Principal Agreement and this
Agreement shall be read and construed as one instrument.


 


4                                         Representations and warranties


 


4.1                               Primary representations and
warranties


 


Each of the Relevant
Parties represents and warrants to the Creditors that:


 


4.1.1                        Existing representations and
warranties


 


the
representations and warranties set out in clause 7 of the Principal Agreement
and clause 4 of the Existing Corporate Guarantee were true and correct on the
date of the Principal Agreement and the Existing Corporate Guarantee,
respectively, and are true and correct, including to the extent that they may
have been or shall be amended by this Agreement, as if made at the date of this
Agreement with reference to the facts and circumstances existing at such date;


 


4.1.2                        Corporate power


 


each of the
Relevant Parties has power to execute, deliver and perform its obligations
under the Relevant Documents to which it is or is to be a party; all necessary
corporate, shareholder and other action has been taken by each of the Relevant
Parties to authorise the execution, delivery and performance of the Relevant
Documents to which it is or is to be a party;


 


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4.1.3                      Binding obligations


 


the Relevant
Documents to which it is or is to be a party constitute valid and legally
binding obligations of each of the Relevant Parties enforceable in accordance
with their terms;


 


4.1.4                      No conflict with other
obligations


 


the execution,
delivery and performance of the Relevant Documents to which it is or is to be a
party by each of the Relevant Parties will not (i) contravene any existing law,
statute, rule or regulation or any judgment, decree or permit to which any of
the Relevant Parties is subject, (ii) 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 any of the Relevant Parties is a party or is subject or by
which it or any of its property is bound, (iii) contravene or conflict with any
provision of the constitutional documents of any of the Relevant Parties or
(iv) result in the creation or imposition of or oblige any of the Relevant
Parties to create any Encumbrance (other than a Permitted Encumbrance) on any
of the undertaking, assets, rights or revenues of any of the Relevant Parties;


 


4.1.5                      No filings required


 


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


 


4.1.6                      Choice of law


 


the choice of
English law to govern the Relevant Documents and the submissions by the
Relevant Parties to the non-exclusive jurisdiction of the English courts are
valid and binding; and


 


4.1.7                      Consents obtained


 


every consent,
authorisation, licence or approval of, or registration or declaration to,
governmental or public bodies or authorities or courts required by any of the
Relevant Parties in connection with the execution, delivery, validity,
enforceability or admissibility in evidence of the Relevant Documents to which
it is or will become a party or the performance by any of the Relevant Parties
of their respective obligations under such documents 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.


 


4.2                               Repetition of representations
and warranties


 


Each of the
representations and warranties contained in clause 4.1 of this Agreement,
clause 7 of the form of the amended and restated Loan Agreement set out in
schedule 3, clause 4 of the Existing Corporate Guarantee and clause 4 of each
of the New Corporate Guarantees shall be deemed to be repeated by the relevant
Relevant Parties on the


 


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Effective Date
as if made with reference to the facts and circumstances existing on such day.


 


5                                         Conditions


 


5.1                               Documents and evidence


 


The consents
and agreements of the Creditors referred to in clause 2 shall be subject to the
receipt by the Agent or its duly authorised representative on or before the
Effective Date of the documents and evidence specified in schedule 2 in form
and substance satisfactory to the Agent.


 


5.2                               General conditions precedent


 


The consents
and agreements of the Creditors referred to in clause 2 shall be further
subject to:


 


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


 


5.2.2                        no Default having occurred and
continuing at the time of the Effective Date.


 


5.3                               Waiver of conditions precedent


 


The conditions
specified in this clause 5 are inserted solely for the benefit of the Creditors
and may be waived by the Agent (acting on the instructions of the Majority
Banks) in whole or in part with or without conditions.


 


6                                         Relevant Parties’ confirmation


 


Each of the
Relevant Parties hereby confirms its consent to the amendments to the Principal
Agreement as set out in clause 3 and to the release of the Personal Guarantee
and agrees that:


 


6.1                               each of the
Security Documents to which it is a party, and its obligations thereunder,
shall remain and continue in full force and effect notwithstanding the
amendments to the Principal Agreement and the other Security Documents
contained in this Agreement and the release of the Personal Guarantee; and


 


6.2                               with effect
from the Effective Date references to (i) “the Agreement” or “the Loan
Agreement” in any of the other Security Documents to which it is a party shall
henceforth be references to the Principal Agreement as amended by this
Agreement and as from time to time hereafter amended and shall also be deemed
to include this Agreement and the obligations of the Borrowers hereunder and
(ii) references in any of the Security Documents to any other Security Document
to which it is a party shall henceforth be reference to that Security Document
as amended by this Agreement and as from time to time hereafter amended.


 


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7                                         Expenses


 


7.1                               Expenses


 


The Borrowers
agree to pay to the Agent on a full indemnity basis on demand all expenses
(including legal and out-of-pocket expenses) incurred by the Creditors or any
of them:


 


7.1.1                        in connection with the
negotiation, preparation, execution and, where relevant, registration of this
Agreement, the other Relevant Documents or any of them and any discharge or
release documents required to be executed by the Creditors or any of them
pursuant to clause 2.2 and of any amendment or extension of or the granting of
any waiver or consent under this Agreement, the other Relevant Documents or any
of them or any such discharge or release documents; and


 


7.1.2                        in contemplation of, or
otherwise in connection with, the enforcement of, or preservation of any rights
under this Agreement or the other Relevant Documents or otherwise in respect of
the monies owing and obligations incurred under this Agreement and the other
Relevant Documents,


 


together with
interest at the rate referred to in clause 3.4 of the Principal Agreement from
the date on which such expenses were incurred to the date of payment (as well
after as before judgment).


 


7.2                               Value Added Tax


 


All fees and
expenses payable pursuant to this clause 7 shall be paid together with value
added tax or any similar tax (if any) properly
chargeable thereon.


 


7.3                               Stamp and other duties


 


The Borrowers
agree to pay to the Agent on demand all stamp, documentary, registration or
other like duties or taxes (including any duties or taxes payable by the
Creditors or any of them) imposed on or in connection with this Agreement or
the other Relevant Documents or any of them and shall indemnify the Creditors
or any of them against any liability arising by reason of any delay or omission
by the Borrowers to pay such duties or taxes.


 


8                                         Miscellaneous and notices


 


8.1                               Notices


 


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


 


8.2                               Counterparts


 


This Agreement
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


 


8.3                               Borrowers’ obligations


 


Notwithstanding
anything to the contrary contained in this Agreement, the agreements,
obligations and liabilities of the Borrowers herein contained are joint and
several and shall be construed accordingly. Each of the Borrowers agrees and
consents to be bound by this Agreement notwithstanding that any of the other
Borrowers which were intended to sign or be bound may not do so or be
effectually bound and notwithstanding that this Agreement may be invalid or
unenforceable against any of the other Borrowers whether


 


7

















 


or not the
deficiency is known to the Creditors or any of them. The Creditors shall be at
liberty to release any of the Borrowers from this Agreement and to compound
with or otherwise vary the liability or to grant time and indulgence to make
other arrangements with any of the Borrowers without prejudicing or affecting
the rights and remedies of the Creditors or any of them against any of the
other Borrowers.


 


9                                         Applicable law


 


9.1                               Law


 


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


 


9.2                               Submission to jurisdiction


 


Each Relevant
Party agrees, for the benefit of the Creditors, that any legal action or
proceedings arising out of or in connection with this Agreement against such
Relevant Party or any of its assets may be brought in the English courts. Each
Relevant Party irrevocably and unconditionally submits to the jurisdiction of
such courts and irrevocably designates, appoints and empowers Riches Consulting
at present of Old Jarretts Farmhouse, Brantridge Lane, Balcombe, West Sussex
RH17 6JR, England to receive for it and on its behalf, service of process
issued out of the English courts in any such legal action or proceedings. The
submission to such jurisdiction shall not (and shall not be construed so as to)
limit the right of the Creditors or any of them to take proceedings against the
Relevant Parties or any of them in the courts of any other competent
jurisdiction nor shall the taking of proceedings in any one or more jurisdictions
preclude the taking of proceedings in any other jurisdiction, whether
concurrently or not. The parties further agree that only the Courts of England
and not those of any other State shall have jurisdiction to determine any claim
which the Relevant Parties or any of them may have against the Creditors or any
of them arising out of or in connection with this Agreement.


 


9.3                               Contracts (Rights of Third
Parties) Act 1999


 


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


 


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


 


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  EXECUTED  as a DEED

  	
  )

  	
   

  	
   

  
	
  by  Y.
  Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Y. Koumbiadou

  	
   

  
	
  KITHNOS MARITIME INC.

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Name: Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Address: 53-55 A.
  Miocouli, Piraeus

  	
   

  	
   

  	
   

  
	
  Occupation: Lawyer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED  as a DEED

  	
  )

  	
   

  	
   

  
	
  by  Y.
  Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Spyridon Fokas

  	
   

  
	
  NAXOS MARITIME INC.

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Name: Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Address: 53-55 A.
  Miocouli, Piraeus

  	
   

  	
   

  	
   

  
	
  Occupation: Lawyer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED  as a DEED

  	
  )

  	
   

  	
   

  
	
  by  Y.
  Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Y. Koumbiadou

  	
   

  
	
  PAROS MARITIME INC.

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Name: Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Address: 53-55 A.
  Miocouli, Piraeus

  	
   

  	
   

  	
   

  
	
  Occupation: Lawyer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED  as a DEED

  	
  )

  	
   

  	
   

  
	
  by  Y.
  Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Y. Koumbiadou

  	
   

  
	
  SANTORINI MARITIME INC.

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Name: Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Address: 53-55 A.
  Miocouli, Piraeus

  	
   

  	
   

  	
   

  
	
  Occupation: Lawyer

  	
   

  	
   

  	
   

  



 


 


9

















 


	
  EXECUTED  as a DEED

  	
  )

  	
   

  	
   

  
	
  by  Y.
  Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Y. Koumbiadou

  	
   

  
	
  SERIFOS MARITIME INC.

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Name: Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Address: 53-55 A.
  Miocouli, Piraeus

  	
   

  	
   

  	
   

  
	
  Occupation: Lawyer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED  as a DEED

  	
  )

  	
  /s/ Philippos Tsananis

  	
   

  
	
  by  Philippos
  Tsananis

  	
  )

  	
  Authorised
  Signatory

  	
   

  
	
  and by  Panagiotis Nikitarakos

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Panagiotis Nikitarakos

  	
   

  
	
  AEGEAN BALTIC BANK S.A.

  	
  )

  	
  Authorised
  Signatory

  	
   

  
	
  as Arranger, Agent,
  Security Agent, Swap

  	
   

  	
   

  	
   

  
	
  Provider, Account Bank and
  Bank

  	
   

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Spyros Stavropoulas

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Name: Spyros Stavropoulas

  	
   

  	
   

  	
   

  
	
  Address: Norton Rose

  	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED  as a DEED

  	
  )

  	
   

  	
   

  
	
  by  A. Kekatou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ A. Kekatou

  	
   

  
	
  HSH NORDBANK AG

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
  as Swap Provider and Bank

  	
   

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Spyros Stavropoulas

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Name: Spyros Stavropoulas

  	
   

  	
   

  	
   

  
	
  Address: Norton Rose

  	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  	
   

  



 


 


10

















 


	
  EXECUTED  as a DEED

  	
  )

  	
   

  	
   

  
	
  by  Y.
  Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Y. Koumbiadou

  	
   

  
	
  AEGEAN BUNKERING SERVICES INC.

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
  as Existing Corporate
  Guarantor and Manager

  	
   

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Name: Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Address: 53-55 A.
  Miocouli, Piraeus

  	
   

  	
   

  	
   

  
	
  Occupation: Lawyer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED  as a DEED

  	
  )

  	
   

  	
   

  
	
  by  Mr.
  Dimitrios Melisanidis

  	
  )

  	
   

  	
   

  
	
  in the presence of:

  	
  )

  	
  /s/ Mr. Dimitrios
  Melisanidis

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Name: Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Address: 53-55 A.
  Miocouli, Piraeus

  	
   

  	
   

  	
   

  
	
  Occupation: Lawyer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED  as a DEED

  	
  )

  	
   

  	
   

  
	
  by  Y.
  Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Y. Koumbiadou

  	
   

  
	
  AEGEAN MARINE PETROLEUM 

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
  NETWORK INC.

  	
  )

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Name: Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Address: 53-55 A.
  Miocouli, Piraeus

  	
   

  	
   

  	
   

  
	
  Occupation: Lawyer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED  as a DEED

  	
  )

  	
   

  	
   

  
	
  by  Y.
  Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Y. Koumbiadou

  	
   

  
	
  AEGEAN SHIPHOLDINGS INC.

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Name: Spyridon Fokas

  	
   

  	
   

  	
   

  
	
  Address: 53-55 A.
  Miocouli, Piraeus

  	
   

  	
   

  	
   

  
	
  Occupation: Lawyer

  	
   

  	
   

  	
   

  



 


 


11

















 


 


 


Private & Confidential


 


LOAN AGREEMENT

for a

Loan of up to US$35,500,000

to

KITHNOS MARITIME INC.

NAXOS MARITIME INC.

PAROS
MARITIME INC.

SANTORINI MARITIME INC.

and

SERIFOS MARITIME INC.


 


provided by


THE BANKS AND FINANCIAL INSTITUTIONS SET OUT IN SCHEDULE 1


 


Arranger, Agent, Security Agent and Account Bank

AEGEAN BALTIC BANK S.A.


 


Swap Providers

AEGEAN BALTIC BANK S.A.

and

HSH NORDBANK AG


 


NORTON ROSE


 

















 


 


i

















 


THIS
AGREEMENT is dated 30 August 2005, as amended and
restated by a Supplemental Agreement dated 8 June 2007 and made BETWEEN:


 


(1)                      KITHNOS MARITIME INC., NAXOS MARITIME INC.,
PAROS MARITIME INC., SANTORINI MARITIME INC. and SERIFOS
MARITIME INC. as joint and several Borrowers;


 


(2)                      AEGEAN BALTIC BANK S.A. as Arranger, Agent, Security Agent
and Account Bank;


 


(3)                      THE BANKS AND FINANCIAL INSTITUTIONS whose names and
addresses are set out in schedule 1 as Banks; and


 


(4)                      AEGEAN
BALTIC BANK S.A. and HSH NORDBANK AG as Swap Providers.


 


IT IS AGREED as
follows:


 


1.                                      Purpose
and definitions


 


1.1                               Purpose


 


This Agreement sets out the
terms and conditions upon and subject to which the Banks agree, according to
their several obligations, to make available to the Borrowers, jointly and
severally, in up to thirty five (35) Advances, a loan of up to Thirty five
million five hundred thousand Dollars ($35,500,000) for the purpose of
financing and/or, as the case may be, refinancing part of the construction and
acquisition cost of the Ships.


 


1.2                               Definitions


 


In this
Agreement, unless the context otherwise requires:


 


“ABB Master Agreement Security Deed” means the security deed
dated 30 August 2005 executed by the Borrowers in favour of the Security Agent
in relation to certain of the rights of the Borrowers under the ABB Master Swap
Agreement;


 


“ABB Master Swap Agreement” means the agreement dated 30 August 2005
made between the ABB Swap Provider and the Borrowers, comprising an ISDA Master
Agreement (including the Schedule thereto) and includes any Designated
Transactions from time to time entered into thereunder and any Confirmations
from time to time exchanged thereunder and governed thereby;


 


“ABB Swap Provider” means Aegean Baltic Bank S.A. of 28
Diligianni Street, 145 62 Kifissia, Greece (or of such other address as may last
have been notified to the other parties to this Agreement pursuant to clause
17.1.3 or the ABB Master Swap Agreement) and includes its successors in title;


 


“Account Bank”  means
Aegean Baltic Bank S.A. of 28 Diligianni Street, 145 62 Kifissia, Greece (or of
such other address as may last have been notified to the other parties to this
Agreement pursuant to clause 17.1.3) or such other bank as may be designated by
the Agent as the Account Bank for the purposes of this Agreement and includes
its successors in title;


 


“Additional Cost” means:


 


(a)                                  in
relation to the Kithnos Ship, the Kithnos Additional Cost; 


 


(b)                                 in
relation to the Naxos Ship, the Naxos Additional Cost; 


 


(c)                                  in
relation to the Paros Ship, the Paros Additional Cost;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Additional Cost; or


 

















 


(e)                                  in
relation to the Serifos Ship, the Serifos Additional Cost,


 


and “Additional Costs” means any or all of them;


 


“Additional Cost Advance”:


 


(a)                                  in
relation to the Kithnos Ship and the Kithnos Tranche, means the Kithnos
Additional Cost Advance;


 


(b)                                 in
relation to the Naxos Ship and the Naxos Tranche, means the Naxos Additional
Cost Advance;


 


(c)                                  in
relation to the Paros Ship and the Paros Tranche, means the Paros Additional
Cost Advance;


 


(d)                                 in
relation to the Santorini Ship and the Santorini Tranche, means the Santorini
Additional Cost Advance; or


 


(e)                                  in
relation to the Serifos Ship and the Serifos Tranche, means the Serifos
Additional Cost Advance,


 


and “Additional
Cost Advances”  means
any or all of them;


 


“Advance” means each borrowing of a proportion of the Total
Commitment by the Borrowers or (as the context may require) the principal
amount of such borrowing, it includes (i) each Kithnos Contract Instalment
Advance, (ii) the Kithnos Delivery Advance, (iii) the Kithnos Additional Cost
Advance, (iv) the Kithnos Top-up Advance, (v) each Naxos Contract Instalment
Advance, (vi) the Naxos Delivery Advance, (vii) the Naxos Additional Cost
Advance, (viii) the Naxos Top-up Advance, (ix) each Paros Contract Instalment
Advance, (x) the
Paros Delivery Advance, (xi) the Paros Additional Cost Advance, (xii) the Paros
Top-up Advance, (xiii) each Santorini Contract Instalment Advance, (xiv) the
Santorini Delivery Advance, (xv) the Santorini Additional Cost Advance, (xvi)
the Santorini Top-up Advance, (xvii) each Serifos Contract Instalment Advance,
(xviii) the Serifos Delivery Advance, (xix) the Serifos Additional Cost Advance
and (xx) the Serifos Top-up Advance
and:


 


(a)                                  in
relation to the Kithnos Ship and the Kithnos Tranche, means the Kithnos
Advances;


 


(b)                                 in
relation to the Naxos Ship and the Naxos Tranche, means the Naxos Advances;


 


(c)                                  in
relation to the Paros Ship and the Paros Tranche, means the Paros Advances;


 


(d)                                 in
relation to the Santorini Ship and the Santorini Tranche, means the Santorini
Advances; or


 


(e)                                  in
relation to the Serifos Ship and the Serifos Tranche, means the Serifos
Advances,


 


and “Advances” means any or all of them;


 


“Aegean Bunkering Guarantor” means Aegean Bunkering Services
Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic
of the Marshall Islands MH96960 and includes its successors in title;


 


“Aegean Bunkering Guarantee” means the corporate guarantee
dated 30 August 2005 executed by Aegean Bunkering Guarantor in favour of the
Security Agent;


 


“Aegean Marine Guarantee” means the corporate guarantee
executed or (as the context may require) to be executed by the Aegean Marine
Guarantor in favour of the Security Agent in the form set out in schedule 4 of
the Supplemental Agreement;


 


2

















 


“Aegean Marine Guarantor” means Aegean Marine Petroleum
Network Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Republic of the Marshall Islands MH96960 and includes its successors in title;


 


“Aegean Shipholdings Guarantee” means the corporate guarantee
executed or (as the context may require) to be executed by the Aegean
Shipholdings Guarantor in favour of the Security Agent in the form set out in
schedule 5 of the Supplemental Agreement;


 


“Aegean Shipholdings Guarantor” means Aegean Shipholdings
Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic
of Marshall Islands MH96960 and includes its successors in title;


 


“Agent” means Aegean Baltic Bank S.A. of 28 Diligianni
Street, 145 62 Kifissia, Greece (or of such other address as may last have been
notified to the other parties to this Agreement pursuant to clause 17.1.3) or
such other person as may be appointed as agent by the Banks and the Swap
Providers pursuant to clause 16.13 and includes its successors in title;


 


“Applicable Accounting Principles” means US GAAP;


 


“Approved Broker” means each of Arrow Research Ltd. of
London, England, Astrup Fearnley A/S of Oslo, Norway, H. Clarkson & Company
Ltd. of London, England, Maersk Broker K/S of Copenhagen, Denmark, Simpson
Spence & Young Ltd. of London, England, R.S. Platou Shipbrokers of Oslo,
Norway and Barry Rogliano Salles of Paris, France and includes their respective
successors in title and “Approved Brokers”  means any or all of them;


 


“Arranger” means Aegean Baltic Bank S.A. of 28 Diligianni
Street, 145 62 Kifissia, Greece (or such other address as may last have been
notified to the other parties to this Agreement pursuant to clause 17.1.3) and
includes its successors in title;


 


“Balloon Instalment” has, in respect of each Tranche, the
meaning ascribed thereto in clause 4.1.1;


 


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


 


“Banks” means the banks and financial institutions listed in
schedule 1 and includes their respective successors in title and Transferee
Banks and “Bank”  means
any of them;


 


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


 


“Borrower” means:


 


(a)                                  in
relation to the Kithnos Ship, the Kithnos Borrower;


 


(b)                                 in
relation to the Naxos Ship, the Naxos Borrower,


 


(c)                                  in
relation to the Paros Ship, the Paros Borrower;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Borrower; or


 


3

















 


(e)                                  in
relation to the Serifos Ship, the Serifos Borrower,


 


and “Borrowers” means any or all of them;


 


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


 


“Builders” means, together, FSIGC and FSS and “Builder” means
either of them;


 


“Casualty Amount” means, in relation to each Ship, Five
hundred thousand Dollars ($500,000) or the equivalent in any other currency;


 


“Classification” means, in relation to each Ship, the highest
class available for a vessel of her type with the relevant Classification
Society or such other classification as the Agent shall, at the request of a
Borrower, have agreed in writing shall be treated as the Classification in
relation to such Borrower’s Ship for the  purposes of the relevant Ship
Security Documents;


 


“Classification Society” means, in relation to each Ship,
American Bureau of Shipping or such other classification society which the
Agent shall, at the request of a Borrower, have agreed in writing shall be
treated as the Classification Society in relation to such Borrower’s Ship for
the purposes of the relevant Ship Security Documents;


 


“Code” means the International Management Code for the Safe
Operation of Ships and for Pollution Prevention constituted pursuant to
Resolution A. 741 (18) of the International Maritime Organisation and
incorporated into the international Convention on Safety of Life at Sea 1974
(as amended) and includes any amendments or extensions thereto and any
regulation issued pursuant thereto;


 


“Commitment” means, in relation to each Bank, the amount set
out opposite its name in the column headed “Commitment” in schedule 1 and/or,
in the case of a Transferee Bank, the amount transferred as specified in the
relevant Transfer Certificate, as reduced in each case by any relevant term of
this Agreement;


 


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


 


“Confirmation” shall have, in relation to any continuing
Designated Transaction, the meaning ascribed to it in the Master Swap Agreement
under which the relevant Designated Transaction is entered into;


 


“Contract” means:


 


(a)                                  in
relation to the Kithnos Ship, the Kithnos Contract;


 


(b)                                 in
relation to the Naxos Ship, the Naxos Contract;


 


(c)                                  in
relation to the Paros Ship, the Paros Contract;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Contract; or


 


(e)                                  in
relation to the Serifos Ship, the Serifos Contract,


 


and “Contracts” means any or all of them;


 


“Contract Assignment Consent and Acknowledgement” means:


 


4

















 


(a)                                  in
relation to the Kithnos Ship, the Kithnos Contract Assignment Consent and Acknowledgement;


 


(b)                                 in
relation to the Naxos Ship, the Naxos Contract Assignment Consent and Acknowledgement;


 


(c)                                  in
relation to the Paros Ship, the Paros Contract Assignment Consent and Acknowledgement;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Contract Assignment Consent and Acknowledgement;
or


 


(e)                                  in
relation to the Serifos Ship, the Serifos Contract Assignment Consent and Acknowledgement,


 


and “Contract Assignment Consents and Acknowledgements” means any
or all of them;


 


“Contract Instalment Advances”:


 


(a)                                  in
relation to the Kithnos Ship and the Kithnos Tranche, means the Kithnos Contract
Instalment Advances;


 


(b)                                 in
relation to the Naxos Ship and the Instalment Advances; Naxos Tranche, means
the Naxos Contract Instalment Advances;


 


(c)                                  in
relation to the Paros Ship and the Paros Tranche, means the Paros Contract
Instalment Advances;


 


(d)                                 in
relation to the Santorini Ship and the Santorini Tranche, means the Santorini
Contract Instalment Advances; or


 


(e)                                  in
relation to the Serifos Ship and the Serifos Tranche, means the Serifos
Contract Instalment Advances,


 


and “Contract Instalment Advance” means any of them;


 


“Contract Price” means:


 


(a)                                  in
relation to Kithnos Ship, the Kithnos Contract Price;


 


(b)                                 in
relation to the Naxos Ship, the Naxos Contract Price;


 


(c)                                  in relation to the Paros Ship, the Paros
Contract Price;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Contract Price; or


 


(e)                                  in
relation to the Serifos Ship, the Serifos Contract Price,


 


and “Contract Prices” means any or all of them;


 


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


 


“Corporate Guarantees” means, together, the Aegean Bunkering
Guarantee, the Aegean Marine Guarantee and the Aegean Shipholdings Guarantee
and “Corporate Guarantee” means any of them;


 


“Corporate Guarantors” means, together, the Aegean Bunkering
Guarantor, the Aegean Marine Guarantor and the Aegean Shipholdings Guarantor
and “Corporate Guarantor” means any of them;


 


5

















 


“Creditors” means, together, the Arranger, the Agent, the
Security Agent, the Account Bank, the Swap Providers and the Banks and “Creditor” means any of them;


 


“Deed of Covenant” means:


 


(a)                                  in
relation to the Kithnos Ship, the Kithnos Deed of Covenant;


 


(b)                                 in
relation to the Naxos Ship, the Naxos Deed of Covenant;


 


(c)                                  in
relation to the Paros Ship, the Paros Deed of Covenant;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Deed of Covenant or


 


(e)                                  in
relation to the Serifos Ship, the Serifos Deed of Covenant,


 


and “Deeds of Covenant” means any or all of them;


 


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


 


“Delivery Advance” means:


 


(a)                                  in
relation to the Kithnos Ship and the Kithnos Tranche, means the Kithnos
Delivery

Advance;


 


(b)                                 in
relation to the Naxos Ship and the Naxos Tranche, means the Naxos Delivery
Advance;


 


(c)                                  in
relation to the Paros Ship and the Paros Tranche, means the Paros Delivery
Advance;


 


(d)                                 in
relation to the Santorini Ship and the Santorini Tranche, means the Santorini
Delivery

Advance; or


 


(e)                                  in
relation to the Serifos Ship and the Serifos Tranche, means the Serifos
Delivery

Advance,


 


and “Delivery Advances” means any or all of them;


 


“Delivery Date” means, in relation to each ship, the date on
which such Ship is
delivered to the relevant Borrower in accordance with the relevant
Contract;


 


“Designated Transaction” means a transaction which fulfils
the following requirements:


 


(a)                                  it
is entered into by the Borrowers with the relevant Swap Provider pursuant to
either Master Swap Agreement as contemplated by clause 2.9; and


 


(b)                                 its
purpose is the hedging of the Borrowers’ exposure under this Agreement to fluctuations
of LIBOR in relation to the funding of one or more Trenches (or any part
thereof) for a period expiring no later than the final Repayment Date of the
relevant Tranche(s) (or the relevant part thereof);


 


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


 


“Dollars” and “$” mean the
lawful currency of the United States of America and in respect of all payments
to be made under any of the Security Documents mean funds which are for same
day settlement in the New York Clearing House Interbank Payments System (or
such other US dollar funds


 


6

















 


as may at the
relevant time be customary for the settlement of international banking
transactions denominated in U.S. dollars);


 


“Drawdown Date” means, in relation to each Advance, any date,
being a Banking Day falling during the Drawdown Period for such Advance, on
which the relevant Advance is, or is to be, made available;


 


“Drawdown Notice” means, in relation to each Advance, a
notice substantially in the form of schedule 2 in respect of such Advance;


 


“Drawdown Period” means, in relation to each Advance, the
period commencing on the date of this Agreement and ending on the Termination
Date or the period ending on such earlier date (if any) on which (a) the
aggregate amount of the Advances is equal to the Total Commitment or (b) the
Total Commitment is reduced to zero pursuant to clauses 4.3, 10.2 or 12 or (c)
the Delivery of the Ship relevant to such Advance takes place;


 


“Early Termination Date” shall have, in relation to any
continuing Designated Transaction, the meaning ascribed to it in the Master
Swap Agreement under which the relevant Designated Transaction is entered into;


 


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


 


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


 


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


 


“Environmental Approval” means any consent, authorisation,
licence or approval of any governmental or public body or authorities or courts
applicable to any Relevant Ship or its operation or the carriage of cargo
and/or passengers thereon and/or the provision of goods and/or services on or
from any Relevant Ship required under any Environmental Law;


 


“Environmental Claim” means any and all enforcement,
clean-up, removal or other governmental or regulatory actions or orders
instituted or completed pursuant to any Environmental Law or any Environmental
Approval together with claims made by any third party relating to damage,
contribution, loss or injury, resulting from any actual or threatened emission,
spill, release or discharge of a Pollutant from any Relevant Ship;


 


“Environmental Laws” means all national, international and
state laws, rules, regulations, treaties and conventions applicable to any
Relevant Ship pertaining to the pollution or protection of human health or the
environment including, without limitation, the carriage of Pollutants and
actual or threatened emissions, spills, releases or discharges of Pollutants;


 


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


 


“Fee Letter” means the fee letter dated 30 August 2005 made
between (inter alios) the Borrowers, the Aegean Bunkering Guarantor, the
Manager, the Agent and the Arranger,


 


7

















 


“First Repayment Date” means, in relation to each Tranche
(and subject to clause 6.3), the date falling three (3) months after the
earlier of (a) the Drawdown Date of the Delivery Advance relevant to such
Tranche and (b) the last day of the Drawdown Period for the Delivery Advance
relevant to such Tranche;


 


“Flag State” means such state or territory designated in
writing by the Majority Banks, at the request of a Borrower, as being the “Flag State” of such Borrower’s Ship for the purposes of the
relevant Ship Security Documents;


 


“FSIGC” means Fujian Shipbuilding industry Group Corporation
of 27 Qunzhong Road, Fuzhou, Fujian, The People’s Republic of China and
includes its successors in title;


 


“FSS” means Fujian Southeast Shipyard of 7# Jianshe Road, Economic
Technical Development Zone of Fuzhou, Fujian Province, The People’s Republic of
China and includes its successors in title;


 


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


 


“Group” means, together, the Aegean Marine Guarantor and its
Subsidiaries from time to time (including, for the avoidance of doubt, the
Borrowers) and “member of the Group”  shall
be construed accordingly;


 


“HSH Master Agreement
Security Deed” means the security deed dated 30 August 2005 executed
by the Borrowers in favour of the Security Agent in relation to certain of the
rights of the Borrowers under the HSH Master Swap Agreement;


 


“FISH Master Swap Agreement” means the agreement dated 30 August 2005
made between the HSH Swap Provider and the Borrowers, comprising an ISDA Master
Agreement (including the Schedule thereto) in the form set out in schedule 8
and includes any Designated Transactions from time to time entered into
thereunder and any Confirmations from time to time exchanged thereunder and
governed thereby;


 


“HSH Swap Provider” means HSH Nordbank AG of
Gerhart-Hauptmann-Platz 50, 20095 Hamburg, Germany (or of such other address as
may last have been notified to the other parties to this Agreement pursuant to
clause 17.1.3 or the HSH Master Swap Agreement) and includes its successors in
title;


 


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


 


“Insurances” means, in relation to a Ship, all policies and
contracts of insurance (which expression includes all entries of that Ship in a
protection and indemnity or war risks association) which are from time to time
during the Security Period in place or taken out or entered into by or for the
benefit of the relevant Borrower (whether in the sole name of such Borrower, or
in the joint names of such Borrower and the Security Agent and/or any other Creditor
or otherwise) in respect of such Borrower’s Ship and her Earnings or otherwise
howsoever in connection with such Ship and all benefits thereof (including
claims of whatsoever nature and return of premiums);


 


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


 


“Interest Period” means, in relation to any Advance or
Tranche, each period for the calculation of interest in respect of such Advance
or, as the case may be, Tranche ascertained in accordance with clauses 3.2 and
3.3;


 


8

















 


“Iota” means Iota Corporation of 80 Broad Street, Monrovia,
Republic of Liberia and includes its successors in title;


 


“ISPS Code” means the International Ship and Port facility
Security Code constituted pursuant to resolution A.924(22) of the International
Maritime Organization now set out in Chapter XI-2 of the International
Convention for the Safety of Life at Sea 1974 (as amended) as adopted by a
Diplomatic conference of the International Maritime Organisation on Maritime
Security in December 2002 and includes any amendments or extensions thereto and
any regulation issued pursuant thereto;


 


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


 


“Kithnos Additional Cost” means One million five hundred and
fifty thousand Dollars ($1,550,000) or such other lesser sum in Dollars as may
be payable by the Kithnos Borrower to Iota pursuant to the Kithnos Supervision
Agreement, as the cost for the services provided by Iota thereunder,


 


“Kithnos Additional  Cost
Advance” means an
Advance of up to $1,240,000 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing and/or refinancing part
of the Kithnos Additional Cost;


 


“Kithnos Advances” means, together, the Kithnos Contract
instalment Advances, the Kithnos Delivery Advance, the Kithnos Additional Cost
Advance and the Kithnos Top-up Advance and “Kithnos
Advance” means any of them;


 


“Kithnos Borrower” means Kithnos Maritime Inc. of Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the
Marshall Islands MH96960 and includes its successors in title;


 


“Kithnos Contract” means the shipbuilding contract dated 6
February 2005 made between the Kithnos Borrower and the Builders, as amended by
an Addendum No. 1 thereto dated 31 March 2005, an Addendum No. 2 thereto dated
27 April 2005 and an Addendum No. 3 thereto dated 27 May 2005 and as may be
further amended and supplemented from time to time with the prior written
consent of the Agent (acting on the instructions of the Majority Banks),
relating to the construction and sale by the Builders, and the purchase by the
Kithnos Borrower, of the Kithnos Ship;


 


“Kithnos Contract Assignment Consent and Acknowledgement” means
the acknowledgement of notice of, and consent to, the assignment in respect of
the Kithnos Contract given or (as the context may require) to be given by the
Builders in the form scheduled to the Kithnos Pre-delivery Security Assignment;


 


“Kithnos Contract Instalment Advance” means, in relation to
the Kithnos Ship, each of the four (4) Advances of the Kithnos Tranche in the
amount of up to $340,000, in the case of the first such Advance, up to
$816,000, in the case of each of the second and third such Advances, and up to
$1,020,000, in the case of the fourth such Advance, made or, as the context may
require, to be made available to the Borrowers to finance and/or, as the case
may be, refinance in part the payment of an instalment of the Kithnos Contract Price
falling due before the Delivery Date for the Kithnos Ship, in each case as set
out in more detail in schedule 5 and “Kithnos Contract Instalment Advances”
means any or all of them;


 


“Kithnos Contract Price” means Six million eight hundred
thousand Dollars ($6,800,000) or such other lesser sum in Dollars as may be
payable by the Kithnos Borrower to the Builders pursuant to the Kithnos Contract as the contract price for the Kithnos Ship;


 


“Kithnos Deed of Covenant” means the deed of covenant and/or
the general assignment collateral to the Kithnos Mortgage executed or (as the
context may require) to be executed by the Kithnos Borrower in favour of the
Security Agent and/or any other Creditors in such form as the Agent may require
in its sole discretion;


 


9

















 


“Kithnos Delivery Advance” means an Advance of up to
$2,448,000 made or (as the context may require) to be made available to the
Borrowers for the purpose of financing and/or refinancing part of the final instalment
of the Kithnos Contract Price;


 


“Kithnos Management Agreement” means the agreement made or
(as the context may require) to be made between the Kithnos Borrower and the
Manager in a form previously approved in writing by the Agent (acting on the instructions
of the Majority Banks) providing (inter alia) for the Manager to manage the Kithnos Ship;


 


“Kithnos Mortgage”  means the first priority or
(as the case may be) preferred mortgage of the Kithnos Ship executed or (as the
context may require) to be executed by the Kithnos Borrower in favour of the
Security Agent and/or any other Creditors in such form as the Agent (acting on
the instructions of the Majority Banks in their sole discretion) may require;


 


“Kithnos Operating Account” means an interest bearing Dollar
account of the Kithnos Borrower opened with the Account Bank and includes any
sub-accounts thereof and any other account designated in writing by the Agent
to be a Kithnos Operating Account for the purposes of this Agreement;


 


“Kithnos Operating Account Pledge” means the first priority
pledge dated 30 August 2005 executed between the Kithnos Borrower, the Banks,
the Swap Providers, the Agent and the Account Bank in respect of the Kithnos
Operating Account;


 


“Kithnos Pre-delivery Security Assignment” means the
assignment of the Kithnos Contract and the Kithnos Refund Guarantees dated 30
August 2005 executed by the Kithnos Borrower in favour of the Security Agent;


 


“Kithnos Refund Guarantee” means the letter of guarantee
dated 9 June 2005, number LGD6600200500006 issued by Bank of Communications,
Fuzhou Branch as Refund Guarantor in favour of the Kithnos Borrower in respect
of the Builders’ obligations under the Kithnos Contract and any further
guarantee(s) to be issued by a Refund Guarantor in respect of such obligations
pursuant to any agreement supplemental to the Kithnos Contract, and any
extensions, renewals or replacements thereto or thereof, in each case in form
and substance acceptable to the Agent (acting on the instructions of the Majority
Banks in their sole discretion) and “Kithnos Refund Guarantees” means any or
all of them;


 


“Kithnos Refund Guarantee Assignment Consent and Acknowledgement” means, in relation to each
Kithnos Refund Guarantee, an acknowledgement of notice of, and consent to, the
assignment in respect of that Kithnos Refund Guarantee given or (as the context
may require) to be given by a Refund Guarantor, in the form scheduled to the
Kithnos Pre-delivery Security Assignment and “Kithnos
Refund Guarantee Assignment Consents and Acknowledgements” means any or all of them;


 


“Kithnos Ship” means the 3,800 dwt product oil tanker
currently known as Hull No. DN-3500-3, to be constructed and sold by the
Builders to the Kithnos Borrower pursuant to the Kithnos Contract and to be registered
on the Delivery Date for such Ship in the ownership of the Kithnos Borrower
through the relevant Registry under the laws and flag of the relevant Flag
State;


 


“Kithnos Supervision Agreement” means the contract dated 10
February 2005 made between the Kithnos Borrower and Iota, as may be amended and
supplemented from time to time with the prior written consent of the Agent,
relating to the provision of design, building supervision, representation,
turn-key delivery services and the procurement of machinery and supplies by
Iota to the Kithnos Borrower;


 


“Kithnos Top-up Advance” means an Advance of up to $420,000
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing and/or refinancing part of the Kithnos Contract Price
and/or the Kithnos Additional Cost;


 


10

















 


“Kithnos Tranche” means a Tranche of the Loan of up to Seven
million one hundred thousand Dollars ($7,100,000) to be drawn down by not more
than seven (7) Advances (being the Kithnos Advances);


 


“LIBOR” means in relation to a particular period:


 


(a)                                  the
rate per annum for deposits of Dollars for a period equivalent to such period
at or around 11:00 a.m. on the Quotation Date for such period as displayed on
Reuters BBA page LIBOR01 (and, for the purposes of this Agreement, “Reuters
BBA page LIBOR01”  means
the display designated as “Reuters BBA page LIBOR01” on the Telerate Service or
such other page as may replace “Reuters BBA page LIBOR01” on the Telerate
Service for the purpose of displaying rates comparable to that rate or on such
other service as may be nominated by the British Bankers’ Association for the
purpose of displaying BBA Interest Settlement Rates (as defined in the British
Bankers’ Association’s Recommended Terms and Conditions (“BBAIRS”
terms) dated August, 1996) for Dollars)); or


 


(b)                                 if
on such date no such rate is displayed, LIBOR for such period shall be the rate
per annum determined by the Agent to be the arithmetic mean of the rates per
annum (rounded upward if necessary to the nearest one sixteenth (1/16th) of one
per cent) quoted to the Agent by each Bank at the request of the Agent as the
rate for deposits in Dollars in an amount comparable with the amount in
relation to which LIBOR is to be determined and for a period equal to the
relevant period offered to that Bank by prime banks in the London Interbank
Market at or about 11:00 am. on the Quotation Date for such period;


 


“Loan” means the aggregate principal amount owing to the
Banks under this Agreement at any relevant time;


 


“Majority Banks” means at any relevant time Banks (i) the
aggregate of whose Contributions exceeds Sixty six point six per cent (66.6%)
of the Loan or (ii) (if no principal amounts are outstanding under this Agreement)
the aggregate of whose Commitments exceeds Sixty six point six per cent (66.6%)
of the Total Commitment;


 


“Management Agreement” means:


 


(a)                                  in
relation to the Kithnos Ship, the Kithnos Management Agreement;


 


(b)                                 in
relation to the Naxos Ship, the Naxos Management Agreement;


 


(c)                                  in
relation to the Paros Ship, the Paros Management Agreement;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Management Agreement; or


 


(e)                                  in
relation to the Serifos Ship, the Serifos Management Agreement,


 


and “Management Agreements” means any or all of them;


 


“Manager” means Aegean Bunkering Services Inc. of Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the
Marshall Islands MH96960 or any other person appointed by a Borrower, with the
prior written consent of the Agent, as the manager of such Borrower’s Ship and
includes its successors in title;


 


“Manager’s Undertakings” means, collectively, the manager’s
undertakings and assignments executed or (as the context may require) to be
executed by the Manager in favour of the Security Agent and/or any other
Creditor in respect of each of the Ships each in such form as the Agent may
require in its sole discretion and, singly, each a “Manager’s Undertaking”;


 


“Margin”  means, in relation to each Tranche:


 


11














 


(a)                                  from
the Drawdown Date of the first Contract Instalment Advance of such Tranche to
be drawn down up to the day falling immediately prior to the Drawdown Date of
the Delivery Advance of such Tranche, One point four zero per cent (1.40%) per
annum; and


 


(b)                                 from
the Drawdown Date of the Delivery Advance of such Tranche and at all times
thereafter, One point three zero per cent (1.30%) per annum;


 


“Master Agreement Security Deed” means:


 


(a)                                  in
relation to the ABB Master Swap Agreement and the ABB Swap Provider, the ABB
Master Agreement Security Deed; or


 


(b)                                 in
relation to the HSH Master Swap Agreement and the HSH Swap Provider, the HSH
Master Agreement Security Deed,


 


and “Master Agreement Security Deeds” means either or both of
them;


 


“Master Swap Agreement* means:


 


(a)                                  in
relation to the ABB Swap Provider, the ABB Master Swap Agreement; or


 


(b)                                 in
relation to the HSH Swap Provider, the HSH Master Swap Agreement,


 


and “Master
Swap Agreements”  means
either or both of them;


 


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


 


“Mortgage” means:


 


(a)                                  in
relation to the Kithnos Ship, the Kithnos Mortgage;


 


(b)                                 in
relation to the Naxos Ship, the Naxos Mortgage;


 


(c)                                  in
relation to the Paros Ship, the Paros Mortgage;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Mortgage; or


 


(e)                                  in
relation to the Serifos Ship, the Serifos Mortgage,


 


and “Mortgages” means any or all of them;


 


“Mortgaged Ship” means, at any relevant time, any Ship which
is at such time subject to a Mortgage and/or the Earnings, Insurances and
Requisition Compensation of which are subject to an Encumbrance pursuant to the
relevant Ship Security Documents and a Ship shall, for the purposes of this
Agreement, be deemed to be a Mortgaged Ship as from whichever shall be the
earlier of (a) the Drawdown Date of the Delivery Advance for that Ship and (b)
the date that the Mortgage of that Ship shall have been executed and registered
in accordance with this Agreement until whichever shall be the earlier of (i)
the payment in full of the amount required to be paid by the Agent pursuant to
clause 4.3 following the sale or Total Loss of such Ship and (ii) the date on
which all moneys owing under the Security Documents have been repaid in full;


 


12

















 


“Naxos Additional Cost” means One million five hundred and
fifty thousand Dollars ($1,550,000) or such other lesser sum in Dollars as may
be payable by the Naxos Borrower to Iota pursuant to the Naxos Supervision
Agreement, as the cost for the services provided by Iota thereunder;


 


“Naxos Additional Cost Advance” means an Advance of up to
$1,240,000 made or (as the context may require) to be made available to the Borrowers for
the purpose of financing and/or refinancing part of the Naxos Additional Cost;


 


“Naxos Advances” means, together, the Naxos Contract
Instalment Advances, the Naxos Delivery Advance, the Naxos Additional Cost
Advance and the Naxos Top-up Advance and “Naxos Advance”
means any of them;


 


“Naxos Borrower” means Naxos Maritime Inc. of Trust Company
Complex, Ajeltake Road, Ajeitake Island, Majuro, Republic of the Marshall
Islands MH96960 and includes its successors in title;


 


“Naxos Contract”  means the shipbuilding contract dated 6 February 2005
made between the Naxos Borrower and the Builders, as amended by an Addendum No.
1 thereto dated 31 March 2005, an Addendum No. 2 thereto dated 27 April 2005
and an Addendum No. 3 thereto dated 27 May 2005 and as may be further amended
and supplemented from time to time with the prior written consent of the Agent
(acting on the instructions of the Majority Banks), relating to the
construction and sale by the Builders, and the purchase by the Naxos Borrower,
of the Naxos Ship;


 


“Naxos Contract Assignment Consent and Acknowledgement”  means the acknowledgement of notice
of, and consent to, the assignment in respect of the Naxos Contract given or
(as the context may require) to be given by the
Builders in the form scheduled to the Naxos Pre-delivery Security Assignment;


 


“Naxos Contract Instalment Advance”  means, in relation to the Naxos
Ship, each of the four (4) Advances of the Naxos Tranche in the amount of up to
$340,000, in the case of the first such Advance, up to $816,000, in the case of
each of the second and third such Advances, and up to $1,020,000, in the case
of the fourth such Advance, made or, as the context may require, to be made
available to the Borrowers to finance
and/or, as the case may be, refinance in part the payment of an instalment of
the Naxos Contract Price falling due before the Delivery Date for the Naxos
Ship, in each case as set out in more detail in schedule 5 and “Naxos Contract Instalment Advances”  means any or all of them;


 


“Naxos Contract Price” means Six million eight hundred
thousand Dollars ($6,800,000) or such other lesser sum in Dollars as may be
payable by the Naxos Borrower to the Builders pursuant to the Naxos Contract as
the contract price for the Naxos Ship;


 


“Naxos Deed of Covenant” means the deed of covenant and/or
the general assignment collateral to the Naxos Mortgage executed or (as the
context may require) to be executed by the Naxos Borrower in favour of the
Security Agent and/or any other Creditors in such form. as the Agent
may require in its sole discretion;


 


“Naxos Delivery Advance”
means an Advance of up to $2,448,000 made or (as the context may require) to be
made available to the Borrowers for the purpose of financing and/or refinancing
part of the final instalment of the Naxos Contract Price;


 


“Naxos Management Agreement” means the agreement made or (as
the context may require) to be made between the Naxos Borrower and the Manager
in a form previously approved in writing by the Agent (acting on the instructions
of the Majority Banks) providing (inter alia) for
the Manager to manage the Naxos Ship;


 


“Naxos Mortgage” means the first priority or (as the case may
be) preferred mortgage of the Naxos Ship executed or (as the context may
require) to be executed by the Naxos Borrower in favour of the Security Agent
and/or any other Creditors in such form as the Agent (acting on the
instructions of the Majority Banks in their sole discretion) may require;


 


13

















 


“Naxos Operating Account” means an interest bearing Dollar
account of the Naxos Borrower opened with the Account Bank and includes any
sub-accounts thereof and any other account designated in writing by the Agent
to be a Naxos Operating Account for the purposes of this Agreement;


 


“Naxos Operating Account Pledge” means the first priority
pledge dated 30 August 2005 executed between the Naxos Borrower, the Banks, the
Swap Providers, the Agent and the Account Bank in respect of the Naxos
Operating Account;


 


“Naxos Pre-delivery Security Assignment” means the assignment
of the Naxos Contract and the Naxos Refund Guarantees dated 30 August 2005
executed by the Naxos Borrower in favour of the Security Agent;


 


“Naxos Refund Guarantee” means the fetter of guarantee dated
9 June 2005, number LGD6600200500013 issued by Bank of Communications, Fuzhou
Branch as Refund Guarantor in favour of the Naxos Borrower in respect of the
Builders’ obligations under the Naxos Contract and any further guarantee(s) to
be issued by a Refund Guarantor in respect of such obligations, pursuant to any
agreement supplemental to the Naxos Contract, and any extensions, renewals or
replacements thereto or thereof, in each case in form and substance acceptable
to the Agent (acting on the instructions of the Majority Banks in their sole
discretion) and “Naxos Refund Guarantees”  means any or all of them;


 


“Naxos Refund Guarantee Assignment
Consent and Acknowledgement”  means,
in relation to each Naxos refund Guarantee, an acknowledgement of notice of, and
consent to, the assignment in respect of that Naxos Refund Guarantee given or
(as the context may require) to be given by a Refund Guarantor, in the form
scheduled to the Naxos Pre-delivery Security Assignment and “Naxos
Refund Guarantee Assignment Consents and Acknowledgements”  means any or all of them;


 


“Naxos Ship” means the 3,800 dwt product oil tanker currently
known as Hull No. DN-3500-10, to be constructed and sold by the Builders to the
Naxos Borrower pursuant to the Naxos Contract and to be registered on the
Delivery Date for such Ship in the ownership of the Naxos Borrower through the
relevant Registry under the laws and flag of the relevant Flag State;


 


“Naxos Supervision Agreement” means the contract dated 10
February 2005 made between the Naxos Borrower and Iota, as may be amended and
supplemented from time to time with the prior written consent of the Agent,
relating to the provision of design, building supervision, representation,
turn-key delivery services and the procurement of machinery and supplies by
Iota to the Naxos Borrower;


 


“Naxos Top-up Advance”  means an Advance of up to
$420,000 made or (as the context may require) to be made available to the
Borrowers for the purpose of financing and/or refinancing part of the Naxos
Contract Price and/or the Naxos Additional Cost;


 


“Naxos Tranche” means a tranche of the Loan of up to Seven
million one hundred thousand Dollars ($7,100,000) to be drawn down by not more
than seven (7) Advances (being the Naxos Advances);


 


“Operating Account” means:


 


(a)                                  in
relation to the Kithnos Ship, the Kithnos Operating Account;


 


(b)                                 in
relation to the Naxos Ship, the Naxos Operating Account;


 


(c)                                  in
relation to the Paros Ship, the Paros Operating Account;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Operating Account; or


 


(e)                                  in
relation to the Serifos Ship, the Serifos Operating Account,


 


and “Operating Accounts” means any or all of them;


 


14

















 


“Operating Account Pledge” means:


 


(a)                                  in
relation to the Kithnos Ship, the Kithnos Operating Account Pledge;


 


(b)                                 in
relation to the Naxos Ship, the Naxos Operating Account Pledge;


 


(c)                                  in
relation to the Paros Ship, the Paros Operating Account Pledge;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Operating Account Pledge; or


 


(e)                                  in
relation to the Serifos Ship, the Serifos Operating Account Pledge,


 


and “Operating
Account Pledges”  means
any or all of them;


 


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


 


“Paros Additional Cost” means One million five hundred and
fifty thousand Dollars ($1,550,000) or such other lesser sum in Dollars as may
be payable by the Paros Borrower to Iota pursuant to the Paros Supervision
Agreement, as the cost for the services provided by Iota thereunder;


 


“Paros Additional Cost Advance” means an Advance of up to
$1,240,000 made or (as the context may require) to be made available to the Borrowers
for the purpose of financing and/or refinancing part of the Paros Additional
Cost;


 


“Paros Advances” means, together, the Paros Contract
Instalment Advances, the Paros Delivery Advance, the Paros Additional Cost
Advance and the Paros Top-up Advance and “Paros Advance”  means any of them;


 


“Paros Borrower” means Paros Maritime Inc. of Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall
Islands MH96960 and includes its successors in title;


 


“Paros Contract” means the shipbuilding contract dated 6
February 2005 made between the Paros Borrower and the Builders, as amended by
an Addendum No. 1 thereto dated 31 March 2005, an Addendum No. 2 thereto dated
27 April 2005 and an Addendum No. 3 thereto dated 27 May 2005 and as may be
further amended and supplemented from time to time with the prior written
consent of the Agent (acting on the instructions of the Majority Banks),
relating to the construction and sale by the Builders, and the purchase by the Paros
Borrower, of the Paros Ship;


 


“Paros Contract Assignment Consent and  Acknowledgement”  means the
acknowledgement of notice of, and consent to, the assignment in respect of the Paros
Contract given or (as the context may require) to be given by the Builders in
the form scheduled to the Paros Pre-delivery Security Assignment;


 


“Paros Contract Instalment Advance” means, in relation to the Paros Ship, each of the
four (4) Advances of the Paros Tranche in the amount of up to $340,000, in the
case of the first such Advance, up to $816,000, in the case of each of the
second and third such Advances, and up to $1,020,000, in the case of the fourth
such Advance, made or, as the context may require, to be made available to the
Borrowers to finance and/or, as the case may be, refinance in part the payment
of an instalment of the Paros Contract Price falling due before the Delivery
Date for the Paros Ship, in each case as set out in more detail in schedule 5
and “Taros Contract Instalment Advances” means any or all of them;


 


“Paros Contract Price” means Six million eight hundred
thousand Dollars ($6,800,000) or such other lesser sum in Dollars as may be
payable by the Paros Borrower to the Builders pursuant to the Paros Contract as
the contract price for the Paros Ship;


 


“Paros Deed of Covenant” means the deed of covenant and/or
the general assignment collateral to the Paros Mortgage executed or (as the
context may require) to be executed by the Paros Borrower in


 


15

















 


favour of the
Security Agent and/or any other Creditors in such form as the Agent may require
in its sole discretion;


 


“Paros Delivery Advance” means an Advance of up to $2,448,000
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing and/or refinancing part of the final instalment of the
Paros Contract Price;


 


“Paros Management Agreement” means the agreement made or (as
the context may require) to be made between the Paros Borrower and the Manager
in a form previously approved in writing by the Agent (acting on the
instructions of the Majority Banks) providing (inter
alia) for the Manager to manage the Paros Ship;


 


“Paros Mortgage” means the first priority or (as the case may
be) preferred mortgage of the Paros Ship executed or (as the context may
require) to be executed by the Paros Borrower in favour of the Security Agent
and/or any other Creditors in such form as the Agent (acting on the
instructions of the Majority Banks in their sole discretion) may require;


 


“Paros Operating Account” means an interest bearing Dollar
account of the Paros Borrower opened with the Account Bank and includes any
sub-accounts thereof and any other account designated in writing by the Agent
to be a Paros Operating Account for the purposes of this Agreement;


 


“Paros Operating Account Pledge” means the first priority
pledge dated 30 August 2005 executed between the Paros Borrower, the Banks, the
Swap Providers, the Agent and the Account Bank in respect of the Paros
Operating Account;


 


“Paros Pre-delivery Security Assignment” means the assignment
of the Paros Contract and the Paros Refund Guarantees dated 30 August 2005
executed by the Paros Borrower in favour of the Security Agent;


 


“Paros Refund Guarantee” means the letter of guarantee dated
9 June 2005, number LGD6600200500012 issued by  Bank of
Communications, Fuzhou Branch as Refund Guarantor in favour of the Paros
Borrower in respect of the Builders’ obligations under the Paros Contract and
any further guarantee(s) to be issued by a Refund Guarantor in respect of such
obligations, pursuant to any agreement supplemental to the Paros Contract, and
any extensions, renewals or replacements thereto or thereof, in each case in
form and substance acceptable to the Agent (acting on the instructions of the
Majority Banks in their sole discretion) and “Paros Refund Guarantees” means any or all of them;


 


“Paros Refund Guarantee Assignment Consent and Acknowledgement” means, in relation to each Paros
Refund Guarantee, an acknowledgement of notice of, and consent to, the
assignment in respect of that Paros Refund Guarantee given or (as the context
may require) to be given by a Refund Guarantor, in the form scheduled to the
Paros Pre-delivery Security Assignment and “Paros Refund Guarantee  Assignment
Consents and Acknowledgements”  means any or all of them;


 


“Paros Ship” means the 3,800 dwt product oil tanker currently
known as Hull No. DN-3500-9, to be constructed and sold by the Builders to the
Paros Borrower pursuant to the Paros Contract and to be registered on the Delivery
Date for such Ship in the ownership of the Paros Borrower through the relevant
Registry under the laws and flag of the relevant Flag State;


 


“Paros Supervision Agreement” means the contract dated 10
February 2005 made between the Paros Borrower and Iota, as may be amended and
supplemented from time to time with the prior written consent of the Agent,
relating to the provision of design, budding supervision, representation,
turn-key delivery services and the procurement of machinery and supplies by Iota
to the Paros Borrower;


 


“Paros Top-up Advance” means an Advance of up to $420,000
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing and/or refinancing part of the Paros Contract Price
and/or the Paros Additional Cost;


 


16

















 


“Paros Tranche” means a tranche of the Loan of up to Seven
million one hundred thousand Dollars ($7,100,000) to be drawn down by not more
than seven (7) Advances (being the Paros Advances);


 


“Permitted Encumbrance” means any Encumbrance in favour of
the Creditors or any of them created pursuant to the Security Documents and
Permitted Liens;


 


“Permitted Liens”  means, in relation to a
Ship, any lien on that Ship for master’s, officer’s or crew’s wages outstanding
in the ordinary course of trading, any lien for salvage and any ship repairer’s
or outfitter’s possessory lien for a sum not (except with the prior written
consent of the Agent) exceeding the Casualty Amount for such Ship;


 


“Pollutant” means and includes pollutants, contaminants,
toxic substances, oil as defined in the United States Oil Pollution Act of 1990
and all hazardous substances as defined in the United States Comprehensive
Environmental Response, Compensation and Liability Act 1980;


 


“Pre-delivery Security Assignment” means:


 


(a)                                  in
relation to the Kithnos Ship, the Kithnos Pre-delivery Security Assignment;


 


(b)                                 in
relation to the Naxos Ship, the Naxos Pre-delivery Security Assignment;


 


(c)                                  in
relation to the Paros Ship, the Paros Pre-delivery Security Assignment;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Pm-delivery Security Assignment;
or


 


(e)                                  in
relation to the Serifos Ship, the Serifos Pre-delivery Security Assignment,


 


and “Pre-delivery Security Assignments” means any or all of them;


 


“Quotation Date” means, in relation to any period for which
LIBOR is to be determined under this Agreement, the date on which quotations
would customarily be provided by leading banks in the London Interbank Market
for deposits in the relevant currency for delivery on the first day of that
period;


 


“Refund Guarantee” means:


 


(a)                                  in
relation to the Kithnos Ship, any Kithnos Refund Guarantee;


 


(b)                                 in
relation to the Naxos Ship, any Naxos Refund Guarantee;


 


(c)                                  in
relation to the Paros Ship, any Paros Refund Guarantee;


 


(d)                                 in
relation to the Santorini Ship, any Santorini Refund Guarantee; or


 


(e)                                  in
relation to the Serifos Ship, any Serifos Refund Guarantee,


 


and “Refund Guarantees” means any or all of them;


 


“Refund Guarantee Assignment Consent and Acknowledgement” means:


 


(a)                                  in
relation to the Kithnos Ship, any Kithnos Refund Guarantee Assignment Consent
and Acknowledgement;


 


(b)                                 in
relation to the Naxos Ship, any Naxos Refund Guarantee Assignment Consent and
Acknowledgement;


 


17

















 


(c)                                  in
relation to the Paros Ship, any Paros Refund Guarantee Assignment Consent and
Acknowledgement;


 


(d)                                 in
relation to the Santorini Ship, any Santorini Refund Guarantee Assignment
Consent and Acknowledgement; or


 


(e)                                  in
relation to the Serifos Ship, any Serifos Refund Guarantee Assignment Consent
and Acknowledgement,


 


and “Refund Guarantee Assignment Consents and Acknowledgements”
means any or all of them;


 


“Refund Guarantor” means, in relation to each Refund
Guarantee, Bank of Communications, Fuzhou Branch of Fuzhou, The People’s
Republic of China and/or any other bank or financial institution acceptable to
the Agent in its sole discretion and appointed by the Builders to issue that
Refund Guarantee and includes their respective successors in title and “Refund
Guarantors” means any or all of them;


 


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


 


“Regulatory Agency” means the Government Entity or other
organisation in a Flag State which has been designated by the Government of
that Flag State to implement and/or administer and/or enforce the provisions of
the Code;


 


“Related Company”:


 


(a)                                  of
a person who is a Creditor, means any Subsidiary of such person, any company or
other entity of which such person is a Subsidiary and any Subsidiary of any
such company or entity; or


 


(b)                                 of
a Security Party, means any company or other entity which is active in the
bunkering business or services and which
is:


 


(i)                                    a
Subsidiary of the relevant Security Party; or


 


(ii)                                 any
company or other entity (“holding  company”) of which such
Security Party is a Subsidiary; or


 


(iii)                              any
Subsidiary (other than such Security Party) of any such holding company;


 


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


 


“Relevant Party” means any of the Borrowers, the Borrowers’
Related Companies, any other Security Party (other than the Builders and the Refund Guarantors) and
their respective Related Companies;


 


“Relevant Ship” means the Ships and any other vessel from
time to time (whether before or after the date of this Agreement) owned,
managed or crewed by, or chartered to, any Relevant Party;


 


“Repayment Dates” means, in respect of each Tranche (and
subject to clause 6.3), the First Repayment Date in respect of such Tranche and
each of the dates falling at three (3) monthly intervals after such First
Repayment Date up to and including the date falling one hundred and seventeen
(117) months after such First Repayment Date;


 


18

















 


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


 


“Restricted Companies” means the Borrowers, their respective
Related Companies and the other Security Parties and their respective Related
Companies;


 


“SAFE” means the State Administration for Foreign Exchange of
The People’s Republic of China;


 


“Santorini Additional Cost” means One million five hundred
and fifty thousand Dollars ($1,550,000) or such other lesser sum in Dollars as
may be payable by the Santorini Borrower to Iota pursuant to the Santorini
Supervision Agreement, as the cost for the services provided by Iota
thereunder;


 


“Santorini Additional Cost Advance” means an Advance of up to
$1,240,000 made or (as the context may require) to be made available to the
Borrowers for the purpose of financing and/or refinancing part of the Santorini
Additional Cost;


 


“Santorini Advances” means, together, the Santorini Contract
Instalment Advances, the Santorini Delivery Advance, the Santorini Additional Cost
Advance and the Santorini Top-up Advance and “Santorini
Advance” means any of them;


 


“Santorini Borrower” means Santorini Maritime Inc. of Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the
Marshall Islands MH96960 and includes its successors in title;


 


“Santorini Contract” means the shipbuilding contract dated 6
February 2005 made between the Santorini Borrower and the Builders, as amended
by an Addendum No. 1 thereto dated 31 March 2005, an Addendum No. 2 thereto
dated 27 April 2005 and an Addendum No. 3 thereto dated 27 May 2005 and as may
be further amended and supplemented from time to time with the prior written
consent of the Agent (acting on the instructions of the Majority Banks),
relating to the construction and sale by the Builders, and the purchase by the
Santorini Borrower, of the Santorini Ship;


 


“Santorini Contract Assignment Consent and Acknowledgement” means the acknowledgement of
notice of, and consent to, the assignment in respect of the Santorini Contract
given or (as the context may require) to be given by the Builders in the form
scheduled to the Santorini Pre-delivery Security Assignment;


 


“Santorini Contract Instalment Advance” means, in relation to
the Santorini Ship, each of the four (4) Advances of the Santorini Tranche in
the amount of up to $340,000, in the case of the first such Advance, up to
$816,000, in the case of each of the second and third such Advances, and up to
$1,020,000, in the case of the fourth such Advance, made or, as the context may
require, to be made available to the Borrowers to finance and/or, as the case
may be, refinance in part the payment of an instalment of the Santorini
Contract Price falling due before the Delivery Date for the Santorini Ship, in
each case as set out in more detail in schedule 5 and “Santorini
Contract Instalment Advances” means any or all of them;


 


“Santorini Contract Price” means Six million eight hundred
thousand Dollars ($6,800,000) or such other lesser sum in Dollars as may be
payable by the Santorini Borrower to the Builders pursuant to the Santorini
Contract as the contract price for the Santorini Ship;


 


“Santorini Deed of Covenant” means the deed of covenant
and/or the general assignment collateral to the Santorini Mortgage executed or
(as the context may require) to be executed by the Santorini Borrower in favour
of the Security Agent and/or any other Creditors in such form as the Agent may
require in its sole discretion;


 


“Santorini Delivery Advance” means an Advance of up to
$2,448,000 made or (as the context may require) to be made available to the Borrowers for the
purpose of financing and/or refinancing part of the final instalment of the
Santorini Contract Price;


 


19

















 


“Santorini Management Agreement” means -the agreement made or
(as the context may require) to be made between the Santorini Borrower and the
Manager in a form previously approved in writing by the Agent (acting on the
instructions of the Majority Banks) providing (inter alia) for
the Manager to manage the Santorini Ship;


 


“Santorini Mortgage”  means the first priority or
(as the case may be) preferred mortgage of the Santorini Ship executed or (as
the context may require) to be executed by the Santorini Borrower in favour of
the Security Agent and/or any other Creditors in such form as the Agent (acting
on the instructions of the Majority Banks in their sole discretion) may
require;


 


“Santorini Operating Account” means an interest bearing
Dollar account of the Santorini Borrower opened with the Account Bank and
includes any sub-accounts thereof and any other account designated in writing
by the Agent to be a Santorini Operating Account for the purposes of this
Agreement;


 


“Santorini Operating Account
Pledge”  means the first priority pledge dated
30 August 2005 executed between the Santorini Borrower, the Banks, the Swap
Providers, the Agent and the Account Bank in respect of the Santorini Operating
Account;


 


“Santorini Pre-delivery Security Assignment” means the
assignment of the Santorini Contract and the Santorini Refund Guarantees dated
30 August 2005 executed by the Santorini Borrower in favour of the Security
Agent;


 


“Santorini Refund Guarantee” means the letter of guarantee
dated 9 June 2005, number LGD6600200500011 issued by Bank of Communications,
Fuzhou Branch as Refund Guarantor in favour of the Santorini Borrower in
respect of the Builders’ obligations under the Santorini Contract and any
further guarantee(s) to be issued by a Refund Guarantor in respect of such
obligations, pursuant to any agreement supplemental to the Santorini Contract,
and any extensions, renewals or replacements thereto or thereof, in each case
in form and substance acceptable to the Agent (acting on the instructions of
the Majority Banks in their sole discretion) and “Santorini
Refund Guarantees” means any or all of them;


 


“Santorini Refund Guarantee Assignment Consent and Acknowledgement” means, in relation to each
Santorini Refund Guarantee, an acknowledgement of notice of, and consent to,
the assignment in respect of that Santorini Refund Guarantee given or (as the
context may require) to be given by a Refund Guarantor, in the form scheduled
to the Santorini Pre-delivery Security Assignment and “Santorini Refund Guarantee Assignment Consents and
Acknowledgements” means any or all of them;


 


“Santorini Ship”  means the 3,800 dwt product
oil tanker currently known as Hull No. DN-3500- 8, to be constructed and sold
by the Builders to the Santorini Borrower pursuant to the Santorini Contract
and to be registered on the Delivery Date for such Ship in the ownership of the
Santorini Borrower through the relevant Registry under the laws and flag of the
relevant Flag State;


 


“Santorini Supervision Agreement” means the contract dated 10
February 2005 made between the Santorini Borrower and Iota, as may be amended
and supplemented from time to time with the prior written consent of the Agent,
relating to the provision of design, building supervision, representation,
turn-key delivery services and the procurement of machinery and supplies by
Iota to the Santorini Borrower;


 


“Santorini Top-up Advance” means an Advance of up to $420,000
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing and/or refinancing part of the Santorini Contract
Price and/or the Santorini Additional Cost;


 


“Santorini Tranche” means a tranche of the Loan of up to
Seven million one hundred thousand Dollars ($7,100,000) to be drawn down by not
more than seven (7) Advances (being the Santorini Advances);


 


20

















 


“Security Agent” means Aegean Baltic Bank S.A. of 28
Diligianni Street, 145 62 Kifissia, Greece (or of such other address as may
last have been notified to the other parties to this Agreement pursuant to clause
17.1.3) or such other person as may be appointed as security agent and trustee
by the Banks, the Agent and the Swap Providers pursuant to clause 16.14 and
includes its successors in title;


 


“Security Documents” means this Agreement, the Fee Letter,
the Master Swap Agreements, the Master Agreement Security Deeds, the Mortgages,
the Deeds of Covenant, the Operating Account Pledges, the Manager’s
Undertakings, the Corporate Guarantees, the Supplemental Agreement, the
Pre-delivery Security Assignments, the Contract Assignment Consents and
Acknowledgements, the Refund Guarantee Assignment Consents and Acknowledgements
and any other documents as may have been or shall
from time to time after the date of this Agreement be executed to guarantee
and/or secure all or any part of the Loan, interest thereon and other moneys
from time to time owing by the Borrowers or any other Security Party pursuant
to this Agreement, the Master Swap Agreements or any other Security Documents
(whether or not any such document also secures moneys from time to time owing
pursuant to any other document or agreement);


 


“Security Party” means each Borrower, the Manager, each
Builder, each Refund Guarantor, each Corporate Guarantor or any other person
who may at any time be a party to any of the Security Documents (other than the
Creditors);


 


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


 


“Security Requirement” means the amount in Dollars (as
certified by the Agent whose certificate shall, in the absence of manifest
error, be conclusive and binding on the Borrowers and the Creditors) which is,
at any relevant time:.


 


(a)                                 during
the period commencing on the earlier of (i) the Drawdown Date of the last
Delivery Advance to be drawn down and (ii) the last day of the last Drawdown
Period to elapse, and ending on the date falling sixty (60) months thereafter
(the “First Adjustment Date”), One hundred and twenty five per cent (125%) of
the aggregate of (A) the Loan and (B) the aggregate Swap Exposure under both
Master Swap Agreements; or


 


(b)                                during
the period commencing on the date falling immediately after the First
Adjustment Date and ending on the date when all amounts owing under this
Agreement and the other Security Documents have been paid in full, One hundred
and thirty five per cent (135%) of the aggregate of (i) the Loan and (ii) the
aggregate Swap Exposure under both Master Swap Agreements;


 


“Security Value” means the amount in Dollars (as certified by
the Agent whose certificate shall, in the absence of manifest error, be
conclusive and binding on the Borrowers and the Creditors) which is, at any
relevant time, the aggregate of (a) the market value of the Mortgaged Ships as
most recently determined in accordance with clause 8.22 and (b) the market
value of any additional security for the time being actually provided to the
Creditors or any of them pursuant to clause 8.2;


 


“Serifos Additional Cost” means One million five hundred and
fifty thousand Dollars ($1,550,000) or such other lesser sum in Dollars as may
be payable by the Serifos Borrower to iota pursuant to the Serifos Supervision
Agreement, as the cost for the services provided by Iota thereunder;


 


“Serifos Additional Cost Advance” means an Advance of up to
$1,240,000 made or (as the context may require) to be made available to the
Borrowers for the purpose of financing and/or refinancing part of the Serifos
Additional Cost;


 


“Serifos Advances” means, together, the Serifos Contract
Instalment Advances, the Serifos Delivery Advance, the Serifos Additional Cost
Advance and the Serifos Top-up Advance and “Serifos
Advance” means any of them;


 


21

















 


“Serifos Borrower” means Serifos Maritime Inc. of Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the
Marshall Islands MH96960 and includes its successors in title;


 


“Serifos Contract” means the shipbuilding contract dated 6
February 2005 made between the Serifos Borrower and the Builders, as amended by
an Addendum No. 1 thereto dated 31 March 2005, an Addendum No_ 2 thereto dated
27 April 2005 and an Addendum No. 3 thereto dated 27 May 2005 and as may be
further amended and supplemented from time to time with the prior written
consent of the Agent (acting on the instructions of the Majority Banks),
relating to the construction and sale by the Builders, and the purchase by the
Serifos Borrower, of the Serifos Ship;


 


“Serifos Contract  Assignment
Consent and Acknowledgement”  means the acknowledgement of notice
of, and consent to, the assignment in respect of the Serifos Contract given or
(as the context may require) to be given by the Builders in the form scheduled
to the Serifos Pre-delivery Security Assignment;


 


“Serifos Contract Instalment Advance” means, in relation to
the Serifos Ship, each of the four (4) Advances of the Serifos Tranche in the
amount of up to $340,000, in the case of the first such Advance, up to
$816,000, in the case of each of the second and third such Advances, and up to
$1,020,000, in the case of the fourth such Advance, made or, as the context may
require, to be made available to the Borrowers to finance and/or, as the case
may be, refinance in part the payment of an instalment of the Serifos Contract
Price falling due before the Delivery Date for the Serifos Ship, in each case
as set out in more detail in schedule 5 and “Serifos Contract Instalment Advances” means any or all of them;


 


“Serifos Contract Price” means Six million eight hundred
thousand Dollars ($6,800,000) or such other lesser sum in Dollars as may be
payable by the Serifos Borrower to the Builders pursuant to the Serifos
Contract as the contract price for the Serifos Ship;


 


“Serifos Deed of Covenant” means the deed of covenant and/or
the general assignment collateral to the Serifos Mortgage executed or (as the
context may require) to be executed by the Serifos Borrower in favour of the
Security Agent and/or any other Creditors in such form as the Agent may require
in its sole discretion;


 


“Serifos Delivery Advance” means an Advance of up to
$2,448,000 made or (as the context may require) to be made available to the
Borrowers for the purpose of financing and/or refinancing part of the final
instalment of the Serifos Contract Price;


 


“Serifos Management Agreement”
means the agreement made or (as the context may require) to be made between the
Serifos Borrower and the Manager in a form previously approved in writing by
the Agent (acting on the instructions of the Majority Banks) providing (inter alia) for
the Manager to manage the Serifos Ship;


 


“Serifos Mortgage” means the first priority or (as the case
may be) preferred mortgage of the Serifos Ship executed or (as the context may require) to be
executed by the Serifos Borrower in favour of the Security Agent and/or any
other Creditors in such form as the Agent (acting on the instructions of the
Majority Banks in their sole discretion) may require;


 


“Serifos Operating Account” means an interest bearing Dollar
account of the Serifos Borrower opened with the Account Bank and includes any
sub-accounts thereof and any other account designated in writing by the Agent
to be a Serifos Operating Account for the purposes of this Agreement;


 


“Serifos Operating Account Pledge” means the first priority
pledge dated 30 August 2005 executed between the Serifos Borrower, the Banks,
the Swap Providers, the Agent and the Account Bank in respect of the Serifos
Operating Account;


 


22

















 


“Serifos Pre-delivery Security Assignment” means the
assignment of the Serifos Contract and the Serifos Refund Guarantees dated 30
August 2005 executed by the Serifos Borrower in favour of the Security Agent;


 


“Serifos Refund Guarantee” means the letter of guarantee
dated 9 June 2005, number LGD6600200500015 issued by Bank of Communications,
Fuzhou Branch as Refund Guarantor in favour of the Serifos Borrower in respect
of the Rudders’ obligations under the Serifos Contract and any further
guarantee(s) to be issued by a Refund Guarantor in respect of such obligations,
pursuant to any agreement supplemental to the Serifos Contract, and any
extensions, renewals or replacements thereto or thereof, in each case in form
and substance acceptable to the Agent (acting on the instructions of the
Majority Banks in their sole discretion) and “Serifos Refund Guarantees”  means
any or all of them;


 


“Serifos Refund Guarantee  Assignment
Consent and Acknowledgement”  means, in relation to each Serifos
Refund Guarantee, an acknowledgement of notice of, and consent to, the
assignment in respect of that Serifos Refund Guarantee given or (as the context
may require) to be given by a Refund Guarantor, in the form scheduled to the
Serifos Pre-delivery Security Assignment and “Serifos Refund Guarantee Assignment Consents and Acknowledgements”
means any or all of them;


 


“Serifos Ship” means the 3,800 dwt product oil tanker
currently known as Hull No. DN-3500-2, to be constructed and sold by the
Builders to the Serifos Borrower pursuant to the Serifos Contract and to be
registered on the Delivery Date for such Ship in the ownership of the Serifos
Borrower through the relevant Registry under the laws and flag of the relevant
Flag State;


 


“Serifos Supervision Agreement” means the contract dated 10
February 2005 made between the Serifos Borrower and Iota, as may be amended and
supplemented from time to time with the prior written consent of the Agent,
relating to the provision of design, building supervision, representation,
turn-key delivery services and the procurement of machinery and supplies by
Iota to the Serifos Borrower;


 


“Serifos Top-up Advance” means an Advance of up to $420,000
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing and/or refinancing part of the Serifos Contract Price
and/or the Serifos Additional Cost;


 


“Serifos Tranche” means a tranche of the Loan of up to Seven
million one hundred thousand Dollars ($7,100,000) to be drawn down by not more than seven (7) Advances (being the
Serifos Advances);


 


“Ships” means, together, the Kithnos Ship, the Naxos Ship,
the Paros Ship, the Santorini Ship and the Serifos Ship and “Ship” means any of them;


 


“Ship
Security Documents”
means:


 


(a)                                  in
relation to the Kithnos Ship, the Kithnos Mortgage, the Kithnos Deed of
Covenant and the Manager’s Undertaking in respect of the Kithnos Ship;


 


(b)                                 in
relation to the Naxos Ship, the Naxos Mortgage, the Naxos Deed of Covenant and
the Manager’s Undertaking in respect of the Naxos Ship;


 


(c)                                  in
relation to the Paros Ship, the Paros Mortgage, the Paros Deed of Covenant and
the Manager’s Undertaking in respect of the Paros Ship;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Mortgage, the Santorini Deed of
Covenant and the Manager’s Undertaking in respect of the Santorini Ship; or


 


(e)                                  in
relation to the Serifos Ship, the Serifos Mortgage, the Serifos Deed of
Covenant and the Manager’s Undertaking in respect of the Serifos Ship;


 


23

















 


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


 


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


 


“Supervision Agreement”:


 


(a)                                  in
relation to the Kithnos Ship, means the Kithnos Supervision Agreement;


 


(b)                                 in
relation to the Naxos Ship, means the Naxos Supervision Agreement;


 


(c)                                  in
relation to the Paros Ship, means the Paros Supervision Agreement;


 


(d)                                 in
relation to the Santorini Ship, means the Santorini Supervision Agreement; or


 


(e)                                  in
relation to the Serifos Ship, means the Serifos Supervision Agreement, and “Supervision
Agreements”  means
any or all of them;


 


“Supplemental Agreement” means the agreement dated 8 June
2007 supplemental to this Agreement made between (inter alias) (1)
the Borrowers, (2) the Corporate Guarantors, (3) the Creditors and (4) the
Manager;


 


“Swap Exposure” means, as at any relevant time and in
relation to a Master Swap Agreement, the amount certified by the relevant Swap
Provider to the Agent to be the aggregate net amount in Dollars which would be
payable by the Borrowers to such Swap Provider under (and calculated in
accordance with) section 6(e) (Payments on Early Termination) of such Master
Swap Agreement if an Early Termination Date had occurred at the relevant time
in relation to all continuing Designated Transactions under that Master Swap
Agreement;


 


“Swap Provider” means:


 


(a)                                  in
relation to the ABB Master Swap Agreement, the ABB Swap Provider; or


 


(b)                                 in
relation to the HSH Master Swap Agreement, the HSH Swap Provider, and “Swap
Providers” means either or both of them;


 


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


 


“Termination Date”  means 31 October 2008 or
such later date as the Agent (acting on the instructions of the Majority Banks)
in its sole discretion may agree in writing;


 


“Top-up Advance”:


 


(a)                                  in relation to the Kithnos Ship and the
Kithnos Tranche, means the Kithnos Top-up Advance;


 


(b)                                 in
relation to the Naxos Ship and the Naxos Tranche, means the Naxos Top-up Advance;


 


(c)                                  in
relation to the Paros Ship and the Paros Tranche, means the Paros Top-up
Advance;


 


(d)                                 in
relation to the Santorini Ship and the Santorini Tranche, means the Santorini
Top-up Advance; or


 


24

















 


(e)                                  in
relation to the Serifos Ship and the Serifos Tranche,
means the Serifos Top-up Advance,


 


and “Top-up Advances” means any or all of them;


 


“Total Commitment” means, at any relevant time, the aggregate
of all the Banks’ Commitments at such time;


 


“Total Loss”  means, in relation to a Ship:


 


(a)                                  the
actual, constructive, compromised or arranged total loss of such Ship; or


 


(b)                                 the
Compulsory Acquisition of such Ship; or


 


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


 


“Tranche” means:


 


(a)                                  in
relation to the Kithnos Ship, the Kithnos Tranche;


 


(b)                                 in
relation to the Naxos Ship, the Naxos Tranche;


 


(c)                                  in
relation to the Paros Ship, the Paros Tranche;


 


(d)                                 in
relation to the Santorini Ship, the Santorini Tranche; or


 


(e)                                  in
relation to the Serifos Ship, the Serifos Tranche, and “Tranches” means any or all of them;


 


“Transaction” has, in relation to a Master Swap Agreement, the meaning
given to it in such Master Swap Agreement;


 


“Transfer Certificate” means a certificate in substantially
the form set out in schedule 4;


 


“Transferee Bank”  has the
meaning ascribed thereto in clause 15.3;


 


“Transferor Bank”  has the meaning ascribed thereto in clause 15.3;


 


“Trust Deed” means a trust deed in the form, or substantially
in the form, set out in schedule 6;


 


“Trust Property” means (i) the security, powers, rights,
titles, benefits and interests (both present and future) constituted by and
conferred on the Security Agent under or pursuant to the Security Documents
(including, without limitation, the benefit of all covenants, undertakings,
representations, warranties and obligations given, made or undertaken to the
Security Agent in the Security Documents), (ii) all moneys, property and other
assets paid or transferred to or vested in the Security Agent or any agent of the Security Agent or any
receiver or received or recovered by the Security Agent or any agent of the
Security Agent or any receiver pursuant to, or in connection with, any of the
Security Documents whether from any Security Party or any other person and
(iii) all moneys, investments, property and other assets at any time
representing or deriving from any of the foregoing, including all interest,
income and other sums at any time received or receivable by the Security Agent
or any agent of the Security Agent or any receiver in respect of the same (or
any part thereof); and


 


25

















 


“Underlying Documents” means, together, the Contracts, the
Refund Guarantees, the Supervision Agreements and the Management Agreements and
“Underlying Document” means any of
them.


 


1.3                               Headings


 


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


 


1.4                               Construction
of certain
terms


 


In this
Agreement, unless the context otherwise requires:


 


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


 


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


 


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


 


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


 


1.4.5                                              references
to a time of day are to Greek time;


 


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


 


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


 


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


 


1.5                               Majority
Banks


 


Where this
Agreement or any other Security Document provides for any matter to be
determined by reference to the opinion of the Majority Banks or to be subject
to the consent or request of the Majority Banks or for any action to be taken
on the instructions in writing of the Majority Banks, such opinion, consent,
request or instructions shall (as between the Banks) only be regarded as having
been validly given or issued by the Majority Banks if all the Banks shall have
received prior notice of the matter on which such opinion, consent, request or
instructions are required to be obtained and the relevant majority of such
Banks shall have given or issued such opinion, consent, request or instructions but so
that (as between the Borrowers and the Banks) the Borrowers shall be entitled
(and bound) to assume that such notice shall have been duly received by each
relevant Bank and that the relevant majority shall have been obtained to
constitute Majority Banks whether or not this is in fact the case.


 


1.6                               Banks’
Commitment


 


For the
purposes of the definition of “Majority Banks”
in clause 1.2, references to the Commitment of a Bank shall, if the Total
Commitment has, at any relevant time, been reduced to zero, be deemed to be a
reference to the Commitment of that Bank immediately prior to such reduction to
zero.


 


26

















 


2.                                      The
Total Commitment and the Advances


 


2.1                               Agreement
to lend


 


The Banks,
relying upon each of the representations and warranties in clause 7, agree to
lend to the Borrowers, jointly and severally, upon and subject to the terms of
this Agreement, the principal sum of up to Thirty five million five hundred
thousand Dollars ($35,500,000) in up to thirty five (35) Advances comprising
five (5) Trenches, namely, the Kithnos Tranche, the Naxos Tranche, the Paros
Tranche, the Santorini Tranche and the Serifos Tranche. The obligation of each
Bank under this Agreement shall be to contribute that proportion of each
Advance which, as at the Drawdown Date of such Advance, its Commitment bears to
the Total Commitment


 


2.2                               Obligations
several


 


The
obligations of the Banks under this Agreement are several according to their
respective Commitments and/or Contributions; the failure of any Bank to perform
such obligations or the failure of either Swap Provider to perform its
obligations under the relevant Master Swap Agreement shall not relieve any
other Creditor or any Borrower of any of their respective obligations or
liabilities under this Agreement or, as the case may be, either Master Swap
Agreement nor shall any Creditor be responsible for the obligations of any
other Creditor (except for its own obligations, if any, as a Bank or a Swap
Provider) under this Agreement or either Master Swap Agreement.


 


2.3                               Interests
several


 


Notwithstanding
any other term of this Agreement (but without prejudice to the provisions of
this Agreement relating to or requiring action by the Majority Banks) the
interests of the Creditors are several and the amount due to any Creditor is a
separate and independent debt. Each Creditor shall have the right to protect
and enforce its rights arising out of this Agreement and it shall not be
necessary for any other Creditor to be joined as an additional party in any
proceedings for this purpose.


 


2.4                               Drawdown


 


Subject to the
terms and conditions of this Agreement, each Advance shall be made to the
Borrowers following receipt by the Agent from the Borrowers of a Drawdown
Notice not later than 10:00 a.m. on the third Banking Day before the date,
which shall be a Banking Day falling within the Drawdown Period for such
Advance, on which the Borrowers propose such Advance is made. A Drawdown Notice
shall be effective on actual receipt by the Agent and, once given, shall,
subject as provided in clause 3.6.1, be irrevocable.


 


2.5                               Timing
and limitation of Advances


 


2.5.1                                                The
aggregate amount of the Loan shall not exceed the lesser of:


 


(a)                                  Thirty
five million five hundred thousand Dollars ($35,500,000); and


 


(b)                                 the
aggregate of:


 


(i)                                     eighty
per cent (80%) of the aggregate of the Contract Prices;


 


(ii)                                  eighty
per cent (80%) of the aggregate of the Additional Costs; and


 


(iii)                               Two
million one hundred thousand Dollars ($2,100,000) comprising the Top-Up Advances,


 


and each
Advance shall, subject to the following provisions of this clause 2.5, be for
such amount as is specified in the Drawdown Notice for that Advance.


 


27

















 


2.5.2                        The
aggregate amount of each Tranche shall not exceed the lower of:


 


(a)                                  Seven
million one hundred thousand Dollars ($7,100,000); and


 


(b)                                 the
aggregate of:


 


(i)                                     eighty
per cent (80%) of the Contract Price of the Ship relevant to such Tranche;


 


(ii)                                  eighty
per cent (80%) of the Additional Cost of the Ship relevant to such Tranche; and


 


(iii)                               Four
hundred and twenty thousand Dollars ($420,000) being the Top-Up Advance for the
Ship relevant to such Tranche.


 


2.5.3                                                The
aggregate amount of the four (4) Contract Instalment Advances for each Ship
shall not exceed Two million nine hundred and ninety two thousand Dollars
($2,992,000) and:


 


(a)                                  the
first Contract Instalment Advance for a Ship shall not exceed the lower of (i)
Three hundred and forty thousand Dollars ($340,000) and (ii) fifty per cent
(50%) of the first instalment of the Contract Price for that Ship;


 


(b)                                 each
of the second and third Contract Instalment Advances for a Ship shall not
exceed the lower of (i) Eight hundred and sixteen thousand Dollars ($816,000)
and (ii) eighty per cent
(80%) of the relevant instalment of the Contract Price for that Ship;


 


(c)                                  the
fourth Contract Instalment Advance for a Ship shall not exceed the lower of One
million twenty thousand Dollars ($1,020,000) and (ii) one hundred per cent
(100%) of the. fourth instalment of the Contract Price for that
Ship; and


 


(d)                                 each
Contract Instalment Advance for a Ship:


 


(i)                                    shall
be applied in or towards payment to the Builders of part of the relevant
instalment of the Contract Price for that Ship;


 


(ii)                                 shall
be made when such instalment has become due and payable, as specified in more
detail in the third column of schedule 5 opposite the relevant Contract
Instalment Advance; and


 


(iii)                              shall
be paid by the Agent to the Builders, unless the relevant Borrower has already
paid such instalment to the Builders when it was due, in which case the
relevant Contract Instalment Advance shall be advanced to the Borrowers in
refinancing of such payment.


 


2.5.4                                                Each
Delivery Advance:


 


(a)                                  shall
not exceed the lower of:


 


(i)                                     Two
million four hundred and forty eight thousand Dollars ($2,448,000);


 


(ii)                                  the
amount in Dollars which, when added to the aggregate amount of the Contract
Instalment Advances for the relevant Ship actually drawn down, will produce a
figure equal to eighty per cent (80%) of the Contract Price for that Ship; and


 


(iii)                               the
amount in Dollars which, when added to the aggregate amount of the Contract
Instalment Advances for the relevant Ship actually drawn down, will produce a
total figure of Five million four hundred and forty thousand Dollars
($5,440,000);


 


28

















 


(b)                                 shall
be applied in or towards payment to the Builders of part of the final
instalment of the Contract Price for the relevant Ship;


 


(c)                                  shall
be made on the Delivery Date of the relevant Ship when such final instalment
has become due and payable; and


 


(d)                                 shall
be paid by the Agent to the Builders, unless the relevant Borrower has already
paid such instalment to the Builders when it was due, in which case the
relevant Delivery Advance shall be advanced to the Borrowers in refinancing of
such payment.


 


2.5.5                                              Each
Additional Cost Advance:


 


(a)                                  shall
not exceed the lower of (i) One million two hundred and forty thousand Dollars
($1,240,000) and (ii) eighty per cent (80%) of the Additional Cost of the Ship
relevant to such Additional Cost Advance;


 


(b)                                 may
not be drawn down unless the Contract Instalment Advances and the Delivery
Advance for that Ship have also been drawn down;


 


(c)                                  may
only be drawn down simultaneously with the Delivery Advance for that Ship; and


 


(d)                                 shall
be applied in or towards payment to Iota of part of the Additional Cost for the
relevant Ship and shall be paid by the Agent to Iota, unless the relevant
Borrower has already paid the Additional Cost (or part thereof) for that Ship
to Iota when it was due, in which case the relevant Additional Cost Advance (or
part thereof) shall be advanced to the Borrowers in refinancing of such payment.


 


2.5.6                                              Each
Top-up Advance:


 


(a)                                  shall
not exceed the lower of (A) Four hundred and twenty thousand Dollars ($420,000)
and (B) the amount in Dollars by which:


 


(i)                                    a
sum equal to seventy five per cent (75%) of the market value of the relevant
Ship determined in accordance with the relevant valuation obtained pursuant to
schedule 3, Part 6, paragraph 3;


 


exceeds


 


(ii)                                 the
total amount actually drawn down under the Contract Instalment Advances, the
Delivery Advance and the Additional Cost Advance for the Ship to which such
Top-up Advance relates;


 


(b)                                 may
not be drawn down unless the Contract Instalment Advances, the Delivery Advance
and the Additional Cost Advance for that Ship have also been drawn down;


 


(c)                                  may
only be drawn down simultaneously with the Delivery Advance for that Ship;


 


(d)                                 shall
be applied (i) first, in or towards payment to the Builders of part of the
final instalment of the Contract Price for the relevant Ship and (ii) secondly,
as to its balance in refinancing of any other part of the Contract Price and
the Additional Cost for that Ship previously paid by the relevant Borrower when
it was due and not financed or refinanced by this Agreement; and


 


(e)                                  (except
for the part of the relevant Top-up Advance referred to in paragraph
2.5.6(d)(11), which shall be paid by the Agent directly to the Borrowers) shall
be paid by the Agent to the Builders, unless the relevant Borrower has already
paid such final instalment to the Builders when it was due, in which case the
relevant Top-up Advance (or part thereof) shall be advanced to the Borrowers in
refinancing of such payment.


 


29

















 


2.6                               Availability


 


Upon receipt
of a Drawdown Notice complying with the terms of this Agreement, the Agent
shall promptly notify each Bank and each Bank shall make available to the Agent
its portion of the relevant Advance for payment by the Agent in accordance with
clause 6.2. The Borrowers acknowledge that payment of any Advance or part
thereof to the Builders, Iota or the Borrowers or any of them (as the case may
be) in accordance with clause 6.2 shall satisfy the obligation of the Banks to
lend that Advance to the Borrowers under this Agreement.


 


2.7                               Termination
of Total Commitment


 


Any part of
the Total Commitment which remains undrawn and uncancelled by the Termination
Date shall thereupon be automatically cancelled.


 


2.8                               Application
of proceeds


 


Without
prejudice to the Borrowers’ obligations under clause 8.1.3, no Creditor shall
have any responsibility for the application of the proceeds of the Loan or any
part thereof by the Borrowers.


 


2.9                               Derivative
transactions


 


2.9.1                                               lf,
at any time during the Security Period, the Borrowers wish to enter into
interest rate swap or other derivative transactions so as to hedge all or any
part of their exposure under this Agreement to interest rate fluctuations, they
shall advise the Swap Providers in writing.


 


2.9.2                                               Any
such swap or other derivative transaction shall be concluded with either or
both the Swap Providers under the relevant Master Swap Agreements Provided
however that no such swap or other derivative transaction shall be concluded
unless the relevant Swap Provider first agrees to it in writing. For the
avoidance of doubt, other than the relevant Swap Provider’s agreement in
writing referred to in the preceding sentence no prior approval is required by
the Borrowers from all or any of the Banks, the Agent, the Security Agent or
the Account Bank before concluding any such swap or other derivative
transaction. If and when any such swap or other derivative transaction has been
concluded, it shall constitute a Designated Transaction under the relevant
Master Swap Agreement, and the Borrowers shall sign a Confirmation with the
relevant Swap Provider and advise the Banks and the other Swap Provider through
the Agent promptly after concluding any such Designated Transaction.


 


3.                                      Interest
and Interest Periods


 


3.1                               Normal
interest rate


 


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


 


3.2                               Selection
of Interest Periods


 


The Borrowers
may by notice received by the Agent not later than 10:00 am. on the third
Banking Day before the beginning of each Interest Period specify whether such
Interest Period shall have a duration of three (3) months, six (6) months, nine
(9) months, twelve (12) months or such other period as the Borrowers may select
and the Agent (acting on the instructions of the Majority Banks) may agree.


 


30

















 


3.3                               Determination
of Interest Periods


 


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


 


3.3.1                                              the
first Interest Period in respect of each Advance shall commence on the date on
which such Advance is drawn down and each subsequent Interest Period shall
commence on the last day of the previous Interest Period for such Advance;


 


3.3.2                                              the
first Interest Period in respect of each Advance in respect of a Ship (after
the first Advance to be drawn down in respect of such Ship) shall end on the
same day as the then current Interest Period for the Tranche for such Ship and,
on the last day of such Interest Period, such Advances shall be consolidated
into, and shall thereafter constitute, the Tranche in respect of such Ship;


 


3.3.3                                              if
any Interest Period in respect of a Tranche would otherwise overrun a Repayment
Date for such Tranche, then, in the case of the last Repayment Date for such
Tranche, such Interest Period shall end on such Repayment Date, and in the case
of any other Repayment Date or Repayment Dates for such Tranche, the relevant
Tranche shall be divided into parts so that there is one part in the amount of
the repayment instalment or instalments due on each Repayment Date for such
Tranche falling during that Interest Period and having an Interest Period
ending on the relevant Repayment Date and another part in the amount of the
balance of the relevant Tranche having an Interest Period ascertained in
accordance with clause 3.2 and the other provisions of this clause 3.3; and


 


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


 


3.4                               Default
interest


 


If the
Borrowers fail to pay any sum (including, without limitation, any sum payable
pursuant to this clause 3.4) on its due date for payment under any of the
Security Documents (other than the Master Swap Agreements), the Borrowers shall
pay interest on such sum on demand from the due date up to the date of actual
payment (as well after as before judgment) at a rate determined by the Agent
pursuant to this clause 3.4. The period beginning on such due date and ending
on such date of payment shall be divided into successive periods of not more
than three (3) months as selected by the Agent each of which (other than the
first, which shall commence on such due date) shall commence on the last day of
the preceding such period. The rate of interest applicable to each such period
shall be the aggregate (as determined by the Agent) of (a) two per cent (2%)
per annum, (b) the Margin and (c) LIBOR for such period. Such interest shall be
due and payable on the last day of each such period as determined by the Agent
and each such day shall, for the purposes of this Agreement, be treated as an
Interest Payment Date, provided that if such unpaid sum is an amount of
principal which became due and payable by reason of a declaration by the Agent
under clause 10.2.2 or a prepayment pursuant to clauses 4.3, 8.2.1(a) or 12.1,
on a date other than an Interest Payment Date relating thereto, the first such
period selected by the Agent shall be of a duration equal to the period between
the due date of such principal sum and such Interest Payment Date and interest
shall be payable on such principal sum during such period at a rate of two per
cent (2%) above the rate applicable thereto immediately before it shall have
become so due and payable. If, for the reasons specified in clause 3.6.1, the
Agent is unable to determine a rate in accordance with the foregoing provisions
of this clause 3.4, each Bank shall promptly notify the Agent of the cost of
funds to such Bank and interest on any sum not paid on its due date for payment
shall be calculated at a rate determined by the Agent to be two per cent (2%)
per annum above the aggregate of the Margin and the cost of funds to such Bank.


 


31

















 


3.5                               Notification of Interest
Periods and interest rate


 


The Agent
shall notify the Borrowers and the Banks promptly of the duration of each
Interest Period and of each rate of interest (or, as the case may be default
interest) determined by it under this clause 3.


 


3.6                               Market
disruption; non-availability


 


3.6.1                                                If
and whenever, at any time prior to the commencement of any Interest Period:


 


(a)                                  the
Agent shall have determined (which determination shall, in the absence of
manifest error, be conclusive) that adequate and fair means do not exist for
ascertaining LIBOR during such Interest Period; or


 


(b)                                 none
or only one of the Banks supplies the Agent with a quotation for the purposes
of calculating LIBOR (where such a quotation is required having regard to
paragraph (b) of the definition of “LIBOR” in clause 1.2); or


 


(c)                                  the
Agent shall have received notification from Banks with Contributions
aggregating not less than one-third (1/3rd) of the Loan (or, prior to the
Drawdown Date of the first Advance to be drawn down from Banks with Commitments
aggregating not less than one-third (1/3rd) of the Total Commitment), that
deposits in Dollars are not available to such Banks in the London Interbank
Market in the ordinary course of business in sufficient amounts to fund the
Loan or part thereof or their Contributions for such Interest Period,


 


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


 


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


 


4.                                      Repayment
and prepayment


 


4.1                               Repayment


 


4.1.1                                               The
Borrowers shall repay each Tranche by forty (40) repayment instalments, one
such instalment to be repaid on each of the Repayment Dates for such Tranche.
Subject to the provisions of this Agreement, the amount of each of the first to
thirtieth repayment instalments (inclusive) for each Tranche shall be $120,000,
the amount of each of the thirty first to thirty ninth repayment instalments
(inclusive) for each Tranche shall be $110,000 and the amount of the fortieth
and final repayment instalment for each Tranche shall be $2,510,000 (comprising
a repayment instalment of $110,000 and a balloon payment of $2,400,000 (each
such balloon payment in relation to a Tranche, the “Balloon Instalment”  for that Tranche)).


 


4.1.2                                               If
the Total Commitment in respect of any Contract Instalment Advance, the
Delivery Advance or the Additional Cost Advance relating to a Ship, is not
drawn down in full, the amount of the


 


32

















 


repayments
instalments in respect of the Tranche for such Ship (including the relevant
Balloon Instalment) shall be reduced proportionately.


 


4.1.3                                               If
the Total Commitment in respect of the Top-up Advance relating to a Ship is not
drawn down in full, the amount of the Balloon Instalment in respect of the
Tranche for such Ship shall be reduced by
an amount equal to the part of the relevant Top-up
Advance that was not drawn down.


 


4.2                               Voluntary
prepayment


 


The Borrowers
may prepay any Tranche in whole or part (such part being in an amount of Five
hundred thousand Dollars ($500,000) or any larger sum which is an integral
multiple of Five hundred thousand Dollars ($500,000)) on any Interest Payment
Date relating to the part of the Tranche to be repaid without premium or
penalty Provided always that if any such prepayment is made as a result of a
re-financing in part or in full of the relevant part of the Loan by a bank or
financial institution other than Banks, the Borrowers shall pay to the Agent a
prepayment fee of zero point two five per cent (0.25%) on the amount of the
Loan to be prepaid. Such fee shall be distributed by the Agent to the Banks
pro-rata in accordance with their Contributions immediately prior to the
relevant prepayment.


 


4.3                               Prepayment
on Total Loss and Sale


 


4.3.1                                               Before
first drawdown


 


On a Ship
becoming a Total Loss or suffering damage or being involved in an incident which
in the reasonable opinion of the Agent may result in such Ship being
subsequently determined to be a Total Loss or on the Contract for a Ship being
assigned, transferred, sold or novated to and in favour of any person, in each
case before any Contract Instalment Advance for such Ship is drawn down, the
obligation of the Banks to advance any Contract Instalment Advance for such
Ship (or part thereof) shall immediately cease and the Total Commitment shall
be reduced accordingly.


 


4.3.2                                               After
first drawdown but prior to Delivery


 


On a Ship
becoming a Total Loss or suffering damage or being involved in an incident
which in the reasonable opinion of the Agent may result in such Ship being
subsequently determined to be a Total Loss or on the Contract for a Ship being
assigned, transferred, sold or novated to and in favour of any person, in each
case after any Contract Instalment Advance for such Ship has been drawn down
but prior to the drawing of the Delivery Advance for such Ship, the obligation
of the Banks to advance any other Advance (or part thereof) for such Ship shall
immediately cease, the Total Commitment shall be reduced accordingly and the
Borrowers shall immediately prepay the Contract Instalment Advances for such
Ship in full.


 


4.3.3                                                Thereafter


 


(a)                                  If
a Mortgaged Ship is sold (with the prior consent of the relevant Creditors
pursuant to the relevant Ship Security Documents) or becomes a Total Loss prior
to the last day of the last Drawdown Period to elapse, then the Borrowers
shall, on the Disposal Reduction Date for such Mortgaged Ship, prepay the
Tranche relevant to such Mortgaged Ship in full (subject to clause 4.3.3(c)).


 


(b)                                 If
a Mortgaged Ship is sold (with the prior consent of the relevant Creditors
pursuant to the relevant Ship Security Documents) or becomes a Total Loss after
the Drawdown Periods for all the Advances have elapsed, then the Borrowers
shall, on the Disposal Reduction Date for such Mortgaged Ship, prepay the
higher of (i) the full amount of the Tranche relevant to such Mortgaged Ship
and (ii) a part of the Loan equal to the Relevant Amount (subject to clause
4.3.3(c)).


 


(c)                                  Notwithstanding
sub-paragraphs (a) and (b) of this clause 4.3.3, if a Mortgaged Ship is sold
(with the prior consent of the relevant Creditors pursuant to relevant Ship
Security Documents) or becomes a Total Loss and an Event of Default shall have
occurred and be


 


33

















 


continuing,
then the Borrowers shall prepay such proportion of the Loan as the Banks may
require in their absolute discretion.


 


4.3.4                Defined
terms


 


For the
purposes of this clause 4.3:


 


(a)           “Disposal Reduction Date” means:


 


(i)            in relation to
a Mortgaged Ship which has become a Total Loss, its Total Loss Reduction Date;
and


 


(ii)           in relation to
a Mortgaged Ship which is sold in accordance with the provisions of the
relevant Ship Security Documents, the date of completion of such  sale by the transfer of title to such
Mortgaged Ship to the purchaser in exchange for payment of the relevant
purchase price;


 


(b)           “Total
Loss Reduction Date”  means,
in relation to a Mortgaged Ship which has become a Total Loss, the date which
is the earlier of:


 


(i)            the date
falling ninety (90) days after that on which such Mortgaged Ship became a Total
Loss; and


 


(ii)           the date upon
which the relevant insurance proceeds are or Requisition Compensation is,
received by the relevant Borrower (or the relevant Creditors, as such Borrower’s
assignees pursuant to the relevant Ship Security Documents);


 


(c)           “Relevant Amount” means an amount in Dollars equal to the
higher of:


 


(A)         such amount as shall
ensure that, immediately after such prepayment, the Security Value shall not be
less than the Security Requirement; and


 


(B)          such amount as shall
ensure that X is not lower than Y;


 


(d)           “X” is the ratio (expressed as a percentage) of


 


(i)            the market
value of the Mortgaged Ships (excluding the relevant Mortgaged Ship lost or
sold) as determined in accordance with clause 8.2.2


 


to


 


(ii)           the aggregate
amount of the Loan after deducting the amount of the relevant prepayment,


 


immediately
after the relevant prepayment is made; and


 


(e)           “Y” is
the ratio (expressed as a percentage) of:


 


(i)            the market
value of the Mortgaged Ships (including the relevant Mortgaged Ship lost or
sold) as determined in accordance with clause 8.2.2


 


to


 


(ii)           the aggregate
amount of the Loan without deducting the amount of the relevant prepayment,


 


immediately
before the relevant prepayment is made.


 


34














 


4.3.5                Interpretation


 


For the purpose of this
Agreement, a Total Loss in respect of a Ship shall be deemed to have occurred:


 


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


 


(b)           in the case of a constructive total loss of a Ship, upon the date and at
the time notice of abandonment of such Ship is given to the insurers of such
Ship for the time being;


 


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


 


(d)           in the case of Compulsory Acquisition of a
Ship, on the date upon which the relevant requisition of title or other
compulsory acquisition of such Ship occurs; and


 


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


 


4.3.6                Application of Total Loss and sale proceeds


 


Any insurance moneys or
Requisition Compensation or proceeds of sale received by the Security Agent or
any other Creditors (as the case may be) in respect of such Total Loss or sale
of a Mortgaged Ship under the relevant Ship Security Documents, shall be
applied in or towards making any prepayment and paying any other moneys
required under clauses 4.3 and 4.4 and provided no Event of Default has
occurred and is continuing, the balance (if any) shall be paid to the
Borrowers.


 


4.4          Amounts payable on prepayment


 


Any prepayment of all or part
of the Loan under this Agreement shall be made together with:


 


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


 


4.4.2                any additional amount payable under clauses
6.6 or 12.2; and


 


4.4.3                all other sums payable by the Borrowers to the
Creditors under this Agreement or any of the other Security Documents
including, without limitation, any accrued commitment commission payable under
clause 5.1 and any amounts payable under clause 11.


 


4.5          Notice of prepayment; reduction of repayment instalments


 


4.5.1                No prepayment may be effected under clause 42
unless the Borrowers shall have given the Agent at least thirty (30) days’
prior written notice of their intention to make such prepayment. Every notice
of prepayment shall be effective only on actual receipt by the Agent, shall be
irrevocable, shall specify the Tranche and the amount thereof to be prepaid and
shall oblige the Borrowers to make such prepayment on the date specified.


 


4.5.2                Any amount prepaid pursuant to clause 4.2 in
respect of a Tranche shall be applied in reducing the repayment instalments
(including the relevant Balloon Instalment) of the relevant Tranche under
clause 4.1, proportionately.


 


35

















 


4.5.3                Any amounts prepaid pursuant to clause
4.3.3(b) shall be applied, first, in full prepayment of the Tranche relevant to
the Ship lost or sold and, secondly, in reducing the repayment instalments
(including the relevant Balloon Instalments) of the other Trenches under clause
4.1.1 proportionately (and proportionately as between such other Trenches).


 


4.5.4                Any amount prepaid pursuant to clause 4.3.3(c)
shall be applied in reducing such Trenches, and in such manner, as the Banks
may require in their absolute discretion.


 


4.5.5                Any amount prepaid pursuant to clause 8.2.1(a)
shall be applied in prepayment of all Trenches proportionately as between them
and in reduction of the repayment instalments (including the Balloon
Instalments) of each Tranche under clause 4.1.1 in inverse order of their due dates
for payment.


 


4.5.6                The Borrowers may not prepay the Loan or any
part thereof save as expressly provided in this Agreement. No amount prepaid
under this Agreement may be re-borrowed.


 


4.6           Unwinding of Designated Transactions


 


On or prior to any repayment
or prepayment of all or part of the Loan (including, without limitation,
pursuant to clauses 4.2, 4.3 or 8.2.1(a) or any other provision of this
Agreement), the Borrowers shall, upon the request of the Agent, wholly or
partially reverse, offset, unwind, cancel, close out, net out or otherwise
terminate one or more of the continuing Designated Transactions under the
Master Swap Agreements or either of them so that the notional principal amount
of the continuing Designated Transactions thereafter remaining under both
Master Swap Agreements does not, and will not in the future (taking into
account the scheduled amortisation), exceed the amount of the Loan as reducing
from time to time thereafter pursuant to clause 4.1.


 


4.7           Cancellation of Commitments


 


The Borrowers may at any time
during the relevant Drawdown Period(s) by notice to the Agent (effective only
on actual receipt) cancel, with effect from a date not less than thirty (30)
days after the receipt by the Agent of such notice, the whole or any part (being
Five hundred thousand Dollars ($500,000) or any larger sum which is an integral
multiple of Five hundred thousand Dollars ($500,000)) of the Total Commitment
which is then available for drawing but has not then been borrowed or requested
in a Drawdown Notice. Any such notice of cancellation, once given, shall be
irrevocable, shall specify the Advance(s) and the amount thereof to be
cancelled and upon such cancellation taking effect the Commitment of each Bank
shall be reduced proportionately.


 


5.             Fees, commitment commission and expenses


 


5.1           Fees


 


The Borrowers shall pay to
the Agent:


 


5.1.1                for the account of the Arranger and the Banks,
an arrangement and participation fee of such amount and payable at such time
and in such manner as specified in the Fee Letter. Such arrangement and
participation fee shall be distributed by the Agent to the Arranger and the
Banks in such proportions as separately agreed between the Arranger and each
Bank; and


 


5.1.2                for the account of each Bank, on 24 August
2005 and on each of the dates falling at three (3) monthly intervals thereafter
until the last day of the last Drawdown Period to elapse and on such day,
commitment commission computed from 24 May 2005 (in the case of the first
payment of commission) and from the date of the preceding payment of commission
(in the case of each subsequent payment), at the rate of zero point four zero
per cent (0.40%) per annum on the daily undrawn amount of such Bank’s
Commitment.


 


36

















 


The fee and commission
referred to in clause 5.1 shall be payable by the Borrowers to the Agent,
whether or not any part of the Total Commitment is ever advanced and shall be,
in each case, non-refundable.


 


5.2           Expenses


 


The Borrowers shall pay to
the Agent on a full indemnity basis on demand all expenses (including legal,
printing and out-of-pocket expenses) incurred by the Creditors or any of them:


 


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


 


5.2.2                in contemplation of, or otherwise in
connection with, the enforcement of, or preservation of any rights under, any
of the Security Documents, or otherwise in respect of the moneys owing under
any of the Security Documents,


 


together with interest at the
rate referred to in clause 3.4 from the date on which such expenses were
incurred to the date of payment (as well after as before judgment).


 


5.3          Value added tax


 


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


 


5.4           Stamp and other duties


 


The Borrowers shall pay all
stamp, documentary, registration or other like duties or taxes (including any
duties or taxes payable by any of the Creditors) imposed on or in connection
with any of the Underlying Documents, the Security Documents or the Loan and
shall indemnify the Creditors or any of them against any liability arising by
reason of any delay or omission by the Borrowers to pay such duties or taxes.


 


6.             Payments and taxes; accounts and calculations


 


6.1           No set-off or counterclaim


 


The Borrowers acknowledge that
in performing their obligations under this Agreement, the Banks will be
incurring liabilities to third parties in relation to the funding of amounts to
the Borrowers, such liabilities matching the liabilities of the Borrowers to
the Banks and that it is reasonable for the Banks to be entitled to receive
payments from the Borrowers gross on the due date in order that each of the
Banks is put in a position to perform its matching obligations to the relevant
third parties. Accordingly, all payments to be made by the Borrowers under any
of the Security Documents shall be made in full, without any set-off or
counterclaim whatsoever and, subject as provided in clause 6.6, free and clear
of any deductions or withholdings, in Dollars on the due date to such account
at such bank and in such place as the Agent may from time to time specify for
this purpose. Save as otherwise provided in this Agreement or any relevant
Security Documents, such payments shall be for the account of all Banks and the
Agent shall distribute such payments in like funds as are received by the Agent
to the Banks rateably in accordance with their respective Commitment (if prior
to the first drawdown) or Contribution (if following the first drawdown).


 


6.2           Payment by the Banks


 


All sums to be advanced by
the Banks to the Borrowers under this Agreement shall be remitted in Dollars on
the Drawdown Date for the relevant Advance to the account of the Agent at such
bank as 


 


37

















 


the Agent may have notified
to the Banks and shall be paid by the Agent on such date in like funds as are
received by the Agent to the account specified in the Drawdown Notice for such
Advance.


 


6.3           Non-Banking Days


 


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


 


6.4           Calculations


 


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


 


6.5           Certificates conclusive


 


Any certificate or
determination of the Agent as to any rate of interest or any other amount
pursuant to and for the purposes of any of the Security Documents shall, in the
absence of manifest error, be conclusive and binding on the Borrowers and on
the Banks.


 


6.6           Grossing-up for Taxes - by the Borrowers


 


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


 


6.6.2                For the avoidance of doubt, clause 6.6.1 does
not apply in respect of sums due from the Borrowers to a Swap Provider under or
in connection with either Master Swap Agreement as to which sums the provisions
of section 2(d) (Deduction or Withholding for Tax) of the relevant Master Swap
Agreement shall apply.


 


6.7           Loan account


 


Each Bank shall maintain, in
accordance with its usual practice, an account evidencing the amounts from time
to time lent by, owing to and paid to it under the Security Documents. The
Agent and/or the Security Agent shall maintain a control account (being, in the
case of any Mortgage which is in statutory form, the ‘Account Current” referred
to in such Mortgage) showing the Loan and other sums owing by the Borrowers
under the Security Documents and all payments in respect thereof being made
from time to time. The control account shall, in the absence of manifest error,
be conclusive as to the amount from time to time owing by the Borrowers under
the Security Documents.


 


38

















 


6.8           Agent may assume receipt


 


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


 


6.9           Partial payments


 


If, on any date on which a
payment is due to be made by the Borrowers under any of the Security Documents,
the amount received by the Agent from the Borrowers falls short of the total
amount of the payment due to be made by the Borrowers on such date then,
without prejudice to any rights or remedies available to the Agent, the
Security Agent and the Banks under any of the Security Documents, the Agent
shalt apply the amount actually received from the Borrowers in or towards
discharge of the obligations of the Borrowers under the Security Documents in
the following order, notwithstanding any appropriation made, or purported to be
made, by the Borrowers:


 


6.9.1                first, in or towards payment, on a pro-rata
basis, of any unpaid costs and expenses of the Agent and the Security Agent
under any of the Security Documents;


 


6.9.2                secondly, in or towards payment, on a pro rata
basis, of any fees and accrued commitment commission payable to the Arranger,
the Agent or any of the other Creditors under, or in relation to, the Security
Documents which remain unpaid;


 


6.9.3                thirdly, in or towards payment to the Banks,
on a pro rata basis, of any accrued interest which shall have become due under
any of the Security Documents but remains unpaid;


 


6.9.4                fourthly, in or towards payment to the Banks,
on a pro rata basis, of any principal amount which shall have become due but
remains unpaid;


 


6.9.5                fifthly, in or towards payment to the Banks,
on a pro rata basis, for any loss suffered by reason of any such payment in
respect of principal not being effected on an Interest Payment Date relating to
the part of the Loan repaid;


 


6.9.6                sixthly, in or towards payment to a Swap
Provider of any sums owing to it under the relevant Master Swap Agreement (and
if sums are owing under both Master Swap Agreements, proportionately as between
the Swap Providers); and


 


6.9.7                seventhly, in or towards payment to the
relevant person of any other sum which shall have become due under any of the
Security Documents but remains unpaid (and, if more than one such sum so
remains unpaid, on a pro rata basis).


 


The order of application set
out in clauses 6.9.2 to 6.9.6 may be varied by the Agent if the Majority Banks
so direct, without any reference to, or consent or approval from, the
Borrowers.


 


7.             Representations and warranties


 


7.1           Continuing representations and warranties


 


The Borrowers jointly and
severally represent and wan-ant to each Creditor that:


 


39

















 


7.1.1                Due incorporation


 


each of the Borrowers and
each of the other Security Parties are duly incorporated and validly existing
in good standing, under the laws of the Republic of the Marshall Islands as
Marshall Islands corporations (in the case of the Borrowers, the Corporate
Guarantors and the Manager) and under the laws of their respective countries of
incorporation as limited liability companies (in the case of the other Security
Parties) and have power to carry on their respective businesses as they are now
being conducted and to own their respective property and other assets;


 


7.1.2                Corporate power


 


each of the Borrowers has
power to execute, deliver and perform its obligations under the Underlying
Documents and the relevant Borrowers’ Security Documents to which it is or is
to be a party and to borrow the Total Commitment and each of the other Security
Parties has power to execute and deliver and perform its obligations under the
Security Documents to which it is or is to be a party; all necessary corporate,
shareholder and other action has been taken to authorise the execution,
delivery and performance of the same and no limitation on the powers of any
Borrower to borrow will be exceeded as a result of borrowing the Loan;


 


7.1.3                Binding obligations


 


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


 


7.1.4                No conflict with other obligations


 


the execution and delivery
of, the performance of their obligations under, and compliance with the
provisions of, the Underlying Documents and the Security Documents by the
relevant Security Parties will not (i) contravene any existing applicable law,
statute, rule or regulation or any judgment, decree or permit to which any of
the Borrowers or any other Security Party is subject, (ii) 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 any of the Borrowers or any other
Security Party is a party or is subject or by which it or any of its property
is bound, (iii) contravene or conflict with any provision of the constitutional
documents of any of the Borrowers or any other Security Party or (iv) result in
the creation or imposition of or oblige any of the Borrowers or any of their
Related Companies or any other Security Party to create any Encumbrance (other
than a Permitted Encumbrance) on any of the undertakings, assets, rights or
revenues of any of the Borrowers or their Related Companies or any other
Security Party;


 


7.1.5                No litigation


 


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


 


7.1.6                No filings required


 


save for the registration of
the Mortgages in the relevant register under the laws of the relevant Flag
State through the relevant Registry, it is not necessary to ensure the
legality, validity, enforceability or admissibility in evidence of any of the
Underlying Documents or any of the Security Documents that they or any other
instrument be notarised, filed, recorded, registered or enrolled in any court,
public office or elsewhere in any Relevant Jurisdiction or that any stamp,
registration or similar tax or charge be paid in any Relevant Jurisdiction on
or in relation to any of the Underlying Documents or the Security Documents and



 


40

















 


each of the Underlying
Documents and the Security Documents is in proper form for its enforcement in
the courts of each Relevant Jurisdiction;


 


7.1.7                Choice of law


 


the choice of English law to
govern the Underlying Documents and the Security Documents (other than the
Mortgages and the Operating Account Pledges), the choice of (i) the law of the
relevant Flag State to govern each Mortgage and (ii) Greek law to govern the
Operating Account Pledges, and the submissions by the Security Parties to the
non-exclusive jurisdiction of the English courts or (as the case may be) the
Greek courts, are valid and binding;


 


7.1.8                No immunity


 


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


 


7.1.9                Financial statements correct and complete


 


the unaudited combined
financial statements of the Manager’s Related Companies in respect of the
financial year ended on 31 December 2004 as delivered to the Agent have been
prepared in accordance with generally accepted international accounting
principles and practices which have been consistently applied and present
fairly and accurately the combined financial position of the Manager’s Related
Companies as at such date and the combined results of the operations of the
Manager’s Related Companies for the financial year ended on such date and, as
at such date, none of its Related Companies had any significant liabilities
(contingent or otherwise) or any unrealised or anticipated losses which are not
disclosed by, or reserved against or provided for in, such financial statements;


 


7.1.10              Consents obtained


 


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


 


7.1.11              Shareholdings


 


each of the Borrowers is a
wholly-owned direct Subsidiary of the Aegean Shipholdings Guarantor, each of
the Aegean Shipholdings Guarantor and the Manager is a wholly-owned direct
Subsidiary of the Aegean Marine Guarantor and no less than 35% of all the
issued voting share capital of the Aegean Marine Guarantor is ultimately
beneficially owned by Mr Dimitrios Melisanidis, Mr Peter Georgiopoulos and
their respective immediate families.


 


7.2          Initial representations and warranties


 


The Borrowers jointly and
severally further represent and warrant to each Creditor that:


 


7.2.1                Pari passu


 


the obligations of each
Borrower under this Agreement are direct, general and unconditional obligations
of such Borrower and rank at least pari passu with all other present and future



 


41

















 


unsecured and unsubordinated
Indebtedness of such Borrower except for obligations which are mandatorily
preferred by operation of law and not by contract;


 


7.2.2                No default under other Indebtedness


 


(a)            none of the Borrowers nor any of their
respective Related Companies nor any other Security Party is (nor would with
the giving of notice or lapse of time or the satisfaction of any other
condition or combination thereof be) in breach of or in default under any
agreement relating to Indebtedness to which it is a party or by which it may be
bound; and


 


(b)            neither of the Builders nor any Refund
Guarantor is (nor would with the giving of notice or lapse of time or the
satisfaction of any other condition or combination thereof be) in breach of or
in default under any agreement relating to Borrowed Money to which it is a
party or by which it may be bound;


 


7.2.3                Information


 


the information, exhibits and
reports furnished by or on behalf of any Security Party to the Creditors or any
of them in connection with the negotiation and preparation of the Security
Documents are true and accurate in all material respects and not misleading, do
not omit material facts and all reasonable enquiries have been made to verify
the facts and statements contained therein; there are no other facts the
omission of which would make any fact or statement therein misleading;


 


7.2.4                No withholding Taxes


 


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


 


7.2.5                No Default


 


no Default has occurred and
is continuing;


 


7.2.6                No Default under Contracts or Refund
Guarantees


 


no Borrower is in default of
any of its obligations under the relevant Contract or the relevant Supervision
Agreement or any of its obligations upon the performance or observance of which
depends the continued liability of any Refund Guarantor in accordance with the
terms of any Refund Guarantee relating to such Borrower’s Ship;


 


7.2.7                No Encumbrance in respect of pre-delivery
security


 


no Borrower has previously
charged, encumbered or assigned the benefit of any of its rights, title and
interest in or to the relevant Contract, the relevant Supervision Agreement or
any Refund Guarantee relating to such Borrowers Ship and such benefit and all
such rights, title and interest are freely assignable and chargeable in the
manner contemplated by the Security Documents;


 


7.2.8                The Ships


 


each Ship will, on the
Drawdown Date of the Delivery Advance relevant to such Ship, be:


 


(a)           in the absolute ownership of the relevant Borrower who will, on and
after such Drawdown Date, be the sole, legal and beneficial owner of such Ship;


 


42

















 


(b)           registered through the offices of the relevant Registry as a ship under
the laws and flag of the relevant Flag State;


 


(c)           operationally seaworthy and in every way fit for service; and


 


(d)           classed with the relevant Classification free of all requirements and
recommendations of the relevant Classification Society;


 


7.2.9                Ships’ employment


 


none of the Ships is nor
will, on or before the Drawdown Date of the Delivery Advance relevant to such
Ship, be subject to any charter or contract or to any agreement to enter into
any charter or contract which, if entered into after the date of the relevant
Ship Security Documents would have required the consent of the Agent or, as the
context may require, the Security Agent and, on or before the Drawdown Date of
the Delivery Advance relevant to such Ship, there will not be any agreement or
arrangement whereby the Earnings of such Ship may be shared with any other
person;


 


7.2.10              Freedom from Encumbrances


 


no Ship, nor its Earnings,
Insurances or Requisition Compensation nor the Operating Accounts nor any other
properties or rights which are, or are to be, the subject of any of the
Security Documents nor any part thereof will be, on the Drawdown Date of the
Delivery Advance relevant to such Ship, subject to any Encumbrance (other than
any Permitted Encumbrances);


 


7.2.11              Compliance with Environmental Laws and
Approvals


 


except as may already have
been disclosed by the Borrowers in writing to, and acknowledged in writing by,
the Agent


 


(a)            the Borrowers and the other Relevant Parties
and, to the best of the Borrowers’ knowledge and belief (having made due
enquiry), their respective Environmental Affiliates have complied with the
provisions of all Environmental Laws;


 


(b)            the Borrowers and the other Relevant Parties
and, to the best of the Borrowers’ knowledge and belief (having made due
enquiry), their respective Environmental Affiliates have obtained all
Environmental Approvals and are in compliance with all such Environmental
Approvals; and


 


(c)            neither the Borrowers nor any other Relevant Party nor, to the best
of the Borrowers’ knowledge and belief (having made due enquiry), any of their
respective Environmental Affiliates has received notice of any Environmental
Claim that the Borrowers or any other Relevant Party or any such Environmental
Affiliate is not in compliance with any Environmental Law or any Environmental
Approval;


 


7.2.12              No Environmental Claims


 


except as may already have
been disclosed by the Borrowers in writing to, and acknowledged in writing by,
the Agent, there is no Environmental Claim pending or, to the best of the
Borrowers’ knowledge and belief, threatened against any of the Borrowers or any
of the Ships or any other Relevant Party or any other Relevant Ship or to the
best of the Borrowers’ knowledge and belief (having made due enquiry) any of
their respective Environmental Affiliates;


 


7.2.13              No potential Environmental Claims


 


except as may already have
been disclosed by the Borrowers in writing to, and acknowledged in writing by,
the Agent, there has been no emission, spill, release or discharge of a
Pollutant from any of the Ships or any other Relevant Ship owned by, managed or
crewed by or chartered to the 


 


43

















 


Borrowers nor, to the best of
the Borrowers’ knowledge and belief (having made due enquiry), from any
Relevant Ship owned by, managed or crewed by or chartered to any other Relevant
Party which could give rise to an Environmental Claim;


 


7.2.14              No material adverse change


 


there has been no material
adverse change in the financial position or the business of any Security Party
or any other member of the Group, from that described by or on behalf of the Borrowers to the
Creditors or any of them in the negotiation of this Agreement;


 


7.2.15              Copies true and complete


 


the copies or originals of
the Underlying Documents delivered or to be delivered to the Agent pursuant to
clause 9.1 are, or will when delivered be, true and complete copies or, as the
case may be, originals of such documents; and such documents constitute valid
and binding obligations of the parties thereto enforceable in accordance with
their respective terms and there have been no amendments or variations thereof
or defaults thereunder;


 


7.2.16              ISPS Code


 


on the Drawdown Date of the
Delivery Advance for a Ship, the relevant Borrower shall have a valid and
current ISSC in respect of that Ship and such Ship shall be in compliance with
the ISPS Code; and


 


7.2.17              Borrowers’ own account


 


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


 


7.3           Repetition of representations and warranties


 


On and as of each Drawdown
Date and (except in relation to the representations and warranties in clause
7.2) on each Interest Payment Date, the Borrowers shall:


 


(a)           be deemed to repeat the representations and warranties in clauses 7.1
and 7.2 as if made with reference to the facts and circumstances existing on
such day; and


 


(b)           be deemed to further represent and warrant to each of the Creditors that
the then latest audited financial statements delivered to the Agent by the
Borrowers (if any) have been prepared in accordance with the Applicable
Accounting Principles which have been consistently applied and present fairly
and accurately the consolidated financial position of the Group and the
financial position of the Borrowers, respectively, as at the end of the
financial period to which the same relate and the consolidated results of the
operations of the Group and the results of the operations of the Borrowers,
respectively, for the financial period to which the same relate and, as at the
end of such financial period, no member of the Group had any significant
liabilities (contingent or otherwise) or any unrealised or anticipated losses
which are not disclosed by, or reserved against or provided for in, such
financial statements.


 


44

















 


8.             Undertakings


 


8.1           General


 


The Borrowers jointly and
severally undertake with each Creditor that, from the date of this Agreement
and so long as any moneys are owing under any of the Security Documents and
while all or any part of the Total Commitment remains outstanding, each
Borrower will:


 


8.1.1                Notice of Default


 


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


 


(b)           promptly inform the Agent of any occurrence of which it becomes aware
which might adversely affect the ability or rights of any Borrower to make any
claims under the Contract or the Supervision Agreement or any Refund Guarantee
relating to such Borrower’s Ship or which might reduce or release any of the
obligations of the Builders or either of them under such Contract or of Iota
under such Supervision Agreement or of the relevant Refund Guarantor under such
Refund Guarantee (as the case may be);


 


8.1.2                Consents and licences


 


without prejudice to clauses
7.1 and 9, obtain or cause to be obtained, maintain in full force and effect
and comply in all material respects with the conditions and restrictions (if
any) imposed in, or in connection with, every consent, authorisation, licence
or approval of governmental or public bodies or authorities or courts and do,
or cause to be done, all other acts and things which may from time to time be
necessary or desirable under applicable law for the continued due performance
of all the obligations of the Security Parties under each of the Security
Documents and the Underlying Documents;


 


8.1.3                Use of proceeds


 


use the Loan or, as the case
may be, the Advances exclusively for the purposes specified in clauses 1.1 and
2.5;


 


8.1.4                Pari passu


 


ensure that its obligations
under this Agreement shall, without prejudice to the provisions of clause 8.3,
at all times rank at least pad passu with all its other present and future
unsecured and unsubordinated Indebtedness with the exception of any obligations
which are mandatorily preferred by law and not by contract;


 


8.1.5                Financial statements


 


prepare or cause to be
prepared:


 


(a)           consolidated financial statements of the Group in accordance with the
Applicable Accounting Principles consistently applied in respect of each
financial year (starting with the financial year ended on 31 December 2006) and
cause the same to be reported on by their auditors;


 


45

















 


(b)           consolidated financial statements of the Group in accordance with the
Applicable Accounting Principles consistently applied in respect of each
financial quarter (starting with the financial quarter ending 31 March 2007);
and


 


(c)           unaudited financial statements of the Borrowers in accordance with the
Applicable Accounting Principles consistently applied in respect of each financial
year,


 


and, in each case, deliver as
many copies of the same as the Agent may reasonably require as soon as
practicable but not later than ninety (90) days (in the case of the audited
financial statements) or forty five (45) days (in the case of the unaudited
financial statements) after the end of the financial period to which they
relate;


 


8.1.6                Delivery of reports


 


deliver to the Agent
sufficient copies for all the Banks of every report, circular, notice or like
document issued by any Relevant Party to its shareholders or creditors
generally;


 


8.1.7                Provision of further information


 


provide the Agent, and
procure that the Corporate Guarantors and the Manager shall provide the Agent,
with such financial or other information concerning any Borrower, their Related
Companies, the other Security Parties and their respective Related Companies
and their respective affairs (including, without limitation, their activities,
financial standing, Indebtedness and operations and the performance of the
Ships) as the Agent, any Bank or. the Swap Providers (each acting through the
Agent) may from time to time require;


 


8.1.8                Obligations under Security Documents


 


and will procure that each of
the other Security Parties will, duly and punctually perform each of the obligations
expressed to be assumed by it under the Security Documents and the Underlying
Documents to which it is a party;


 


8.1.9                Compliance with Code


 


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


 


8.1.10              Withdrawal of DOC and SMC


 


and will procure that any
Operator will, immediately inform the Agent if there is any threatened or
actual withdrawal of such Operator’s DOC or the SMC in respect of any of the
Ships;


 


8.1.11              Issuance of DOC and SMC


 


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


 


8.1.12              ISPS Code compliance


 


and will procure that the
Manager or any Operator will:


 


(a)            from the Drawdown Date of the Delivery Advance
of a Ship and at all times thereafter, maintain a valid and current ISSC
respect of that Ship;


 


(b)            immediately notify the Agent in writing of any
actual or threatened withdrawal, suspension, cancellation or modification of
the ISSC in respect of a Ship; and


 


46

















 


(c)            procure that, from the Drawdown Date of the
Delivery Advance of a Ship and at all times thereafter, that Ship complies with
the ISPS Code; and


 


8.1.13              Charters


 


provided it has first
obtained the consent of the Security Agent or any other Creditors in accordance
with the relevant Ship Security Documents and/or clause 8.5, (i) deliver to the
Agent, a certified copy of each time charter or other contract of employment
(excluding any time-charters entered into with any of its Related Companies) of
its Ship with a tenor (including any options to extend) exceeding twelve (12)
months, forthwith after its execution, (ii) forthwith on the Agents request
execute (1) a specific assignment of any such time charter or other contract of
employment in favour of the Security Agent in a form acceptable to the Agent in
its sole discretion and (2) any notice of assignment required in connection therewith
in a form acceptable to the Agent in its sole discretion, and promptly procure
the acknowledgement of any such notice of assignment by the relevant charterer
in a form acceptable to the Agent in its sole discretion, and (iii) pay all
legal and other costs incurred by  any
Creditor in connection with any such specific assignments, forthwith following
the Agent’s demand.


 


8.2          Security value maintenance


 


8.2.1                Security shortfall


 


If, at any time after the
earlier of (i) the Drawdown Date of the last Delivery Advance to be drawn down
and (ii) the last day of the last Drawdown Period to elapse, the Security Value
shall be less than the Security Requirement, the Agent (acting on the
instructions of the Majority Banks) shall give notice to the Borrowers requiring
that such deficiency be remedied and then the Borrowers shall either:


 


(a)            prepay within a period of thirty (30) days of
the date of receipt by the Borrowers of the Agents said notice such sum in
Dollars as will result in the Security Requirement after such prepayment
(taking into account any other repayment of the Loan made between the date of
the notice and the date of such prepayment) being equal to the Security Value;
or


 


(b)            within thirty (30) days of the date of receipt
by the Borrowers of the Agents said notice constitute to the satisfaction of
the Agent such further security for the Loan and any amounts owing under the
Master Swap Agreements as shall be acceptable to the Banks having a value for
security purposes (as determined by the Agent in its absolute discretion) at
the date upon which such further security shall be constituted which, when
added to the Security Value, shall not be less than the Security Requirement as
at such date.


 


The provisions of clauses 4.4
and 4.5 shall apply to prepayments under clause 8.2.1(a).


 


8.2.2                Valuation of Mortgaged Ships


 


Each Mortgaged Ship shall,
for the purposes of this Agreement, be valued in Dollars as and when the Agent
(acting on the instructions of the Majority Banks) shall require (and at least
once every calendar year) by two (2) Approved Brokers selected by the Borrowers
or, failing such selection by the Borrowers, appointed by the Agent in its
discretion. Each such valuation shall be made without, unless required by the
Agent, physical inspection, and on the basis of a sale for prompt delivery for
cash at arm’s length, on normal commercial terms, as between a willing buyer
and a willing seller, without taking into account the benefit of any
charterparty or other engagement concerning the relevant Mortgaged Ship. The
arithmetic mean of such two (2) valuations shall constitute the value of such
Mortgaged Ship for the purposes of this clause 8.2.


 


47

















 


The value of each Mortgaged
Ship determined in accordance with the provisions of this clause 8.2.2 shall be
binding upon the parties hereto until such time as any further such valuation
shall be obtained.


 


8.2.3        Information


 


The Borrowers jointly and
severally undertake with the Creditors to supply to the Agent and to any such
shipbrokers such information concerning the relevant Mortgaged Ship and its
condition as such shipbroker may require for the purpose of making any such
valuation.


 


8.2.4        Costs


 


All costs in connection with
the Agent obtaining any valuation of each of the Mortgaged Ships referred to in
clause 8.2.2, any valuation referred to in schedule 3, Part 6, paragraph 3 and
any valuation either of any additional security for the purposes of
ascertaining the Security Value at any time or necessitated by the Borrowers
electing to constitute additional security pursuant to clause 8.2.1(b), shall
be borne by the Borrowers.


 


8.2.5                Valuation of additional security


 


For the purposes of this
clause 8.2, the market value of any additional security provided or to be
provided to the Creditors or any of them shall be determined by the Agent in
its absolute discretion without any necessity for the Agent assigning any
reason therefor.


 


8.2.6                Documents and evidence


 


In connection with any
additional security provided in accordance with this clause 8.2, the Agent
shall be entitled to receive such evidence and documents of the kind referred
to in schedule 3 as may in the Agent’s opinion be appropriate and such
favourable legal opinions as the Agent shall in its absolute discretion
require.


 


8.3           Negative undertakings


 


The Borrowers jointly and
severally undertake with each Creditor that, from the date of this Agreement
and so long as any moneys are owing under the Security Documents and while all
or any part of the Total Commitment remains outstanding, they will not, without
the prior written consent of the Agent (acting on the instructions of the
Majority Banks):


 


8.3.1                Negative pledge


 


permit any Encumbrance (other
than a Permitted Encumbrance) to subsist, arise or be created or extended over
all or any part of their respective present or future undertakings, assets,
rights or revenues to secure or prefer any present or future Indebtedness or
other liability or obligation of any Relevant Party or any other person;


 


8.3.2                No merger


 


merge or consolidate with any
other person;


 


8.3.3                Disposals


 


sell, transfer, abandon, lend
or otherwise dispose of or cease to exercise direct control over any part of
their present or future undertaking, 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


 


48

















 


8.3.4                Other business


 


undertake any business other than
the ownership and operation of the Ships and will procure that no Corporate
Guarantor will, without the prior written consent of the Agent (acting on the
instructions of the Majority Banks), undertake any business other than that
conducted by it at the date of this Agreement;


 


8.3.5                Acquisitions


 


acquire any further assets
other than the Ships and rights arising under contracts entered into by or on
behalf of the Borrowers in the ordinary course of their businesses of owning,
operating and chartering the Ships;


 


8.3.6                Other obligations


 


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


 


8.3.7                No borrowing


 


incur any Borrowed Money
except for Borrowed Money pursuant to the Security Documents;


 


8.3.8                Repayment of borrowings


 


repay or prepay the principal
of, or pay interest on or any other sum in connection with any of their
Borrowed Money except for Borrowed Money pursuant to the Security Documents;


 


8.3.9                Guarantees


 


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


 


8.3.10              Loans


 


make any loans or grant any
credit (save for normal trade credit in the ordinary course of business) to any
person or agree to do so;


 


8.3.11              Sureties


 


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


 


8.3.12              Share capital and distribution


 


purchase or otherwise acquire
for value any shares of their capital or declare or pay any dividends or
distribute any of their present or future assets, undertakings, rights or
revenues to any of their shareholders;


 


8.3.13              Subsidiaries


 


form or acquire any
Subsidiaries;


 


49

















 


8.3.14              Shareholdings


 


(a)           change, cause or permit any change in, the legal and/or ultimate
beneficial ownership of any of the shares in any of the Borrowers, the Aegean
Shipholdings Guarantor, the Manager or the Aegean Bunkering Guarantor from that
specified in clause 7.1.11; or


 


(b)           change, cause or permit any change in, the ultimate beneficial ownership
of any shares in the Aegean Marine Guarantor which would result in:


 


(i)            the persons specified in clause 7.1.11 being
the ultimate beneficial owners of less than thirty five per cent (35%) of the
total voting share capital of the Aegean Marine Guarantor at any time; or


 


(ii)           any person (other than those referred to in clause 7.1.11) having the
ultimate beneficial ownership of more shares in the Aegean Marine Guarantor
than the persons specified in clause 7.1.11 have at any time; or


 


8.3.15              Hedging arrangements


 


enter into any interest rate,
currency or other swaps, forward exchange contracts, futures or other
derivative transactions with any person other than with the Swap Providers
pursuant to the Master Swap Agreements and other than on terms and conditions
agreed between the relevant Swap Provider and the Borrowers.


 


8.4           Pre-delivery positive undertakings


 


The Borrowers hereby jointly
and severally undertake and agree with each Creditor that they will:


 


8.4.1                Conveyance on default


 


where any Ship is (or is to
be) sold in exercise of any power contained in the relevant Pre-delivery
Security Assignment or otherwise conferred on the Security Agent or any other
Creditor, procure that the relevant Borrower shall execute, forthwith upon
request by the Agent, such form of conveyance of such Ship as the Agent may
require;


 


8.4.2                Flag State


 


not later than thirty (30)
days prior to the Delivery Date of a Ship, obtain the Agent’s written approval
of the Flag State for such Ship; and


 


8.4.3                Mortgage


 


immediately upon Delivery of
a Ship, procure that the relevant Borrower shall execute, and procure the
registration of, the Mortgage for such Ship under the laws and flag of the
relevant Flag State.


 


8.5           Pre-delivery negative undertaking


 


The Borrowers hereby jointly
and severally further undertake and agree with each Creditor that they will
not, without the prior written consent of the Agent acting on the instructions
of the Majority Banks (which consent the Agent and the Banks shall have full
liberty to withhold) and then, if such consent is given, only subject to such
conditions as the Agent (acting on the instructions of the Majority Banks) may
impose, let or agree to let any Ship:


 


8.5.1                on demise charter for any period; or


 


8.5.2                by any time or consecutive voyage charter for
a term which exceeds or which by virtue of any optional extensions therein
contained may exceed twelve (12) months’ duration; or


 


50

















 


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


 


8.5.4                below the market rate prevailing at the time
when the relevant Ship is fixed.


 


9.             Conditions


 


9.1           Documents and evidence


 


9.1.1                Commitments


 


The obligation of each Bank
to make its Commitment available shall be subject to the condition that the
Agent or its duly authorised representative shall have received, not later than
two (2) Banking Days before the date of this Agreement, the documents and
evidence specified in Part 1 of schedule 3, in form and substance satisfactory
to the Agent.


 


9.1.2                First Contract Instalment Advances


 


The obligation of the Banks
to make available the first Contract Instalment Advance in respect of any Ship
shall be subject to the condition that the Agent or its duly authorised
representative shall have received, on or prior to the drawdown of the first
Contract Instalment Advance for such Ship, the documents and evidence specified
in Part 2 of schedule 3 in respect of such Ship, in form and substance
satisfactory to the Agent.


 


9.1.3                Second, third and fourth Contract Instalment
Advances


 


The obligation of the Banks
to make available any of the second, the third or the fourth Contract
Instalment Advance in respect of any Ship shall be subject to the condition
that the Agent or its duly authorised representative shall have received, on or
prior to the drawdown of the relevant Contract Instalment Advance for such
Ship, the documents and evidence specified in Part 3 of schedule 3 in respect
of such Ship and such Advance, in form and substance satisfactory to the Agent.


 


9.1.4                Delivery Advances


 


The obligation
of the Banks to make available the Delivery. Advance in respect of any Ship
shall be subject to the condition that the Agent or its duly authorised
representative shall have received, on or prior to the drawdown of the Delivery
Advance for such Ship, the documents and evidence specified in Part 4 of
schedule 3 in respect of such Ship, in form and substance satisfactory to the
Agent.


 


9.1.5                Additional Cost Advances


 


The obligation of the Banks
to make available the Additional Cost Advance in respect of any Ship shall be
subject to the condition that the Agent or its duly authorised representative
shall have received, on or prior to the drawdown of the Additional Cost Advance
for such Ship, the documents and evidence specified in Part 5 of schedule 3 in
respect of such Ship, in form and substance satisfactory to the Agent.


 


9.1.6                Top-up Advances


 


The obligation of the Banks
to make available the Top-up Advance in respect of any Ship shall be subject to
the condition that the Agent or its duly authorised representative shall have
received, on or prior to the drawdown of the Top-up Advance for such Ship, the
documents and evidence specified in Part 6 of schedule 3 in respect of such
Ship, in form and substance satisfactory to the Agent.


 


51

















 


9.2           General conditions precedent


 


The obligation of the Banks
to make any Advance available shall be subject to the further conditions that,
at the time of the giving of the Drawdown Notice for such Advance, and at the
time of the making of such Advance:


 


9.2.1                the representations and warranties contained
in (a) clauses 7.1, 7.2 and 7.3(b) of this Agreement and (b) clause 4 of each
Corporate Guarantee, are true and correct on and as of each such time as if
each was made with respect to the facts and circumstances existing at such
time; and


 


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


 


9.3           Waiver of conditions precedent


 


The conditions specified in
this clause 9 are inserted solely for the benefit of the Banks and may be
waived by the Agent (acting on the instructions of the Majority Banks) in whole
or in part and with or without conditions.


 


9.4           Further conditions precedent


 


Not later than five (5)
Banking Days prior to each Drawdown Date and not later than five (5) Banking
Days prior to each Interest Payment Date, the Agent (acting on the instructions
of the Majority Banks) may request and the Borrowers shall, not later than two
(2) Banking Days prior to such date, deliver to the Agent on such request
further relevant certificates and/or favourable opinions as to any or all of
the matters which are the subject of clauses 7, 8, 9 and 10.


 


10.           Events of Default


 


10.1         Events


 


There shall be an Event of
Default if:


 


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


 


10.1.2              Master Swap Agreements: (a) an Event of Default or Potential Event
of Default (in each case as defined in the relevant Master Swap Agreement) has
occurred and is continuing with a Borrower as the Defaulting Party (as defined
in the relevant Master Swap Agreement) under either Master Swap Agreement or
(b) an Early Termination Date has occurred or has been or become capable of
being effectively designated under either Master Swap Agreement by the relevant
Swap Provider or (c) either Master Swap Agreement is terminated, cancelled,
suspended, rescinded or revoked or otherwise ceases to remain in full force and
effect for any reason; or


 


10.1.3              Breach of Insurance and
certain other obligations:
any of the Borrowers or, as the context may require, the Manager or any other
person fails to obtain and/or maintain the Insurances for any of the Mortgaged
Ships or if any insurer in respect of such Insurances cancels the Insurances or
disclaims liability by reason, in either case, of mis-statement in any proposal
for the Insurances or for any other failure or default on the part of any of
the Borrowers or any other person or any of the Borrowers commits any breach of
or omits to observe any of the obligations or undertakings expressed to be
assumed by them under clauses 8.2 or 8.3 or 8.4 or 8.5 or any of the Corporate
Guarantors commits any breach of or omits to observe any of the obligations or
undertakings expressed to be assumed by it under clause 5.2 of the relevant
Corporate Guarantee; or


 


52

















 


10.1.4              Breach of other obligations: any Security
Party commits any breach of or omits to observe any of its obligations or
undertakings expressed to be assumed by it under any of the Security Documents
(other than those referred to in clauses 10.1.1, 10.1.2 and 10.1.3 above) and,
in respect of any such breach or omission which in the opinion of the Agent
(following consultation with the Banks) is capable of remedy, such action as
the Agent (acting on the instructions of the Majority Banks) may require shall
not have been taken within fourteen (14) days of the Agent notifying the relevant
Security Party of such default and of such required action; or


 


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


 


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


 


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


 


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


 


10.1.9              Reduction or loss of capital: a meeting is convened by any Security Party
or other Restricted Company for the purpose of passing any resolution to
purchase, reduce or redeem any of its share capital; or


 


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


 


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


 


10.1.12            Appointment of receivers and
managers: any administrative
or other receiver is appointed

of any Security Party or other Restricted Company or any part of its assets
and/or undertaking or any other steps are taken to enforce any Encumbrance over
all or any part of the assets of any Security Party or other Restricted
Company; or


 


53

















 


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


 


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


 


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


 


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


 


10.1.17            Invalidity: any of the Security Documents and the
Underlying Documents 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 any of the Security Documents and the Underlying
Documents shall at any time and for any reason be contested by any Security
Party or other Restricted Company which is a party thereto, or if any such
Security Party or Restricted Company shall deny that it has any, or any
further, liability thereunder; or


 


10.1.18            Unlawfulness: it becomes impossible or unlawful at any time
for any Security Party, to fulfil any of the covenants and obligations
expressed to be assumed by it in any of the Security Documents or for a
Creditor to exercise the rights or any of them vested in it under any of the
Security Documents or otherwise; or


 


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


 


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


 


10.1.21            Material adverse change: there occurs, in the opinion of the Agent
(following consultation with the Banks), a material adverse change in the
financial position or business of any Security Party or any other member of the
Group by reference to the financial position or (as the case may be) business
of such Security Party or other member of the Group, as described by or on
behalf of any Borrower or any other Security Party to the Creditors or any of
them in the negotiation of this Agreement or


 


10.1.22            Arrest: any Ship is arrested, confiscated, seized,
taken in execution, impounded, forfeited, detained in exercise or purported
exercise of any possessory lien or other claim or otherwise taken from the
possession of the relevant Borrower and the relevant Borrower shall fail to
procure the release of such Ship within a period of seven (7) days thereafter,
or


 


10.1.23            Registration: the registration of any Ship under the laws
and flag of the relevant Flag State is cancelled or terminated without the
prior written consent of the Majority Banks or the registration of such Ship is
not renewed at least forty-five (45) days prior to the expiry of such
registration; or


 


54














 


10.1.24            Unrest: the Flag State of any Ship becomes involved
in hostilities or civil war or there is a seizure of power in the Flag State.
of any Ship by unconstitutional means; or


 


10.1.25            Environment: any Borrower and/or any other Relevant Party
and/or any of their respective Environmental Affiliates fails to comply with
any Environmental Law or any Environmental Approval or any of the Ships or any
other Relevant Ship is involved in any incident which gives rise or may give
rise to an Environmental Claim; or


 


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


 


10.1.27            Shareholdings:


 


(a)           there is any change in the legal and/or ultimate beneficial ownership of
any of the shares of any of the Borrowers, the Aegean Shipholdings Guarantor,
the Aegean Bunkering Guarantor or the Manager from that existing on the date of
this Agreement as specified in clause 7.1.11; or


 


(b)           there is any change in the ultimate beneficial ownership of any shares
in the Aegean Marine Guarantor which would result in:


 


(i)                                     the persons specified in clause 7.1.11 being
the ultimate beneficial owners of less than thirty five per cent (35%) of the
total voting share capital of the Aegean Marine Guarantor; or


 


(ii)            any person (other than those referred to in clause 7.1.11) having the
ultimate beneficial ownership of more shares in the Aegean Marine Guarantor
than the persons specified in clause 7.1.11 have at any time; or


 


10.1.28            Termination or variation of,
or dispute under, Contracts or Supervision Agreements: any Contract or Supervision Agreement is
terminated or rescinded for any reason whatsoever; or any Contract or
Supervision Agreement is frustrated; or any Contract or Supervision Agreement
is varied in any manner not permitted by or pursuant to the relevant
Pre-delivery Security Assignment or this Agreement; or there is any material
dispute or litigation or any other material proceedings between the relevant
parties under or in respect of any Contract or Supervision Agreement; or


 


10.1.29            Termination of Refund
Guarantees: any Refund
Guarantee is repudiated, cancelled, rescinded or otherwise terminated or
expires (other than by the return of such Refund Guarantee by the relevant
Borrower to the Builders or either of them and/or any Refund Guarantor
following the Delivery of the relevant Ship); or


 


10.1.30            Non-Delivery of Ship or
non-drawing of Delivery Advance:
any Ship is not delivered to, and accepted by, the relevant Borrower under the
relevant Contract or the Delivery Advance for such Ship is not drawn down, in
either case, on or before the end of the Drawdown Period for the Delivery
Advance relevant to such Ship; or


 


10.1.31            Payments under Refund
Guarantees: any claim made
under any Refund Guarantee is not paid within twenty (20) Banking Days of it
being made and whether or not such claim has been referred to arbitration
pursuant to the relevant Refund Guarantee Provided however that, if there is a
related claim made under the relevant Contract which has been referred to
arbitration thereunder, it shall not be an Event of Default unless the relevant
claim under the relevant Refund Guarantee has not been paid within one hundred
and eighty (180) days of it being made; or


 


55

















 


10.1.32            Operating Accounts: moneys are withdrawn from any of the Operating
Accounts other than in accordance with clause 14; or


 


10.1.33            Licenses, etc: any license, authorisation, consent or
approval at any time necessary to enable any Security Party to comply with its
obligations under the Security Documents or the Underlying Documents is revoked
or withheld or modified or is otherwise not granted or fails to remain in full
force and effect or if any exchange control or other law or regulation shall
exist which would make any transaction under the Security Documents or the Underlying
Documents or the continuation thereof, unlawful or would prevent the
performance by any Security Party of any term of any of the Security Documents
or the Underlying Documents; or


 


10.1.34            Listing: the shares of the Aegean Marine Guarantor are
de-listed or suspended from, or cease to trade (whether temporarily or
permanently) on, the New York Stock Exchange; or


 


10.1.35            Material events: any other event occurs or circumstance arises
which, in the reasonable opinion of the Agent (following consultation with the
Banks), is likely materially and adversely to affect either (I) the ability of
any Security Party to perform all or any of its obligations under or otherwise
to comply with the terms of any of the Security Documents or any of the
Underlying Documents or (ii) the security created by any of the Security
Documents,


 


10.2                        Acceleration


 


The Agent may, and if so
requested by the Majority Banks shall, without prejudice to any other rights of
the Banks, at any time after the occurrence of an Event of Default by notice to the Borrowers declare that:


 


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


 


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


 


10.3                        Demand basis


 


if, pursuant to clause
10.2.2, the Agent declares the Loan to be due and payable on demand, the Agent
may (and if so instructed by the Majority Banks shall) by written notice to the
Borrowers (a) call for repayment of the Loan on such date as may be specified
whereupon the Loan shall become due and payable on the date so specified
together with all interest accrued and all other sums payable under this
Agreement or (b) withdraw such declaration with effect from the date specified
in such notice.


 


10.4                        Position of Swap Providers


 


Neither the Agent nor the
Security Agent shall be obliged, in connection with any action taken or
proposed to be taken under or pursuant to the foregoing provisions of this
clause 10, to have any regard to the requirements of the Swap Providers except
to the extent that either such Swap Provider is also a Bank.


 


11.                               Indemnities


 


11.1                        Miscellaneous indemnities


 


The Borrowers shall on demand
indemnify each Creditor, without prejudice to any of such Creditor’s other
rights under any of the Security Documents, against any loss (including loss of
Margin) or expense which such Creditor shall certify as sustained or incurred
by it as a consequence of:


 


11.1.1              any default in payment of any sum under any of
the Security Documents when due;


 


56

















 


11.1.2              the occurrence of any other Event of Default;


 


11.1.3              any prepayment or reduction of a Tranche or
part thereof being made under clauses 4.3, 8.2.1(a) or 12.1 or any other
repayment or prepayment of a Tranche or part thereof being made otherwise than
on an Interest Payment Date relating to the part of the Tranche prepaid or
repaid; or


 


11.1.4             any Advance not being made for any reason
(excluding any default by the Agent or any Bank) after the Drawdown Notice for
such Advance has been given,


 


including, in any such case,
but not limited to, any loss or expense sustained or incurred by the relevant
Creditor in maintaining or funding its Contribution or, as the case may be, its
Commitment (or any part thereof) or in liquidating or re-employing deposits
from third parties acquired to effect or maintain its Contribution or, as the
case may be, its Commitment (or any part thereof) or any other amount owing to
such Creditor.


 


11.2                        Currency indemnity


 


if any sum due from any of the
Borrowers under any of the Security Documents or any order or judgment given or
made in relation thereto has to be converted from the currency (the “first
currency”) in which the same is payable under the relevant Security Document or
under such order or judgment into another currency (the “second currency”) for
the purpose of (a) making or filing a claim or proof against the Borrowers or
any of them, (b) obtaining an order or judgment in any court or other tribunal
or (c) enforcing any order or judgment given or made in relation to any of the
Security Documents, the Borrowers shall indemnify and hold harmless each
Creditor from and against any loss suffered as a result of any difference
between (i) the rate of exchange used for such purpose to convert the sum in
question from the first currency into the second currency and (ii) the rate or
rates of exchange at which the relevant Creditor may in the ordinary course of
business purchase the first currency with the second currency upon receipt of a
sum paid to it in satisfaction,
in whole or in part, of any such order, judgment, claim or proof. Any amount
due from the Borrowers under this clause 11.2 shall be due as a separate debt
and shall not be affected by judgment being obtained for any other sums due under
or in respect of any of the Security Documents and the term “rate of exchange”  includes any premium and costs of exchange payable in
connection with the purchase of the first currency with the second currency.


 


11.3                        Environmental indemnity


 


The Borrowers shall indemnify
each Creditor on demand and hold it harmless from and against all costs,
expenses, payments, charges, -losses, demands, liabilities, actions,
proceedings (whether civil or criminal), penalties, fines, damages, judgements,
orders, sanctions or other outgoings of whatever nature which may be suffered,
incurred or paid by, or made or asserted against such Creditor at any time,
whether before or after the repayment in full of principal and interest under
this Agreement, relating to, or arising directly or indirectly in any manner or
for any cause or reason whatsoever out of an Environmental Claim made or
asserted against such Creditor if such Environmental Claim would not have been,
or been capable of being, made or asserted against such Creditor if it had not
entered into any of the Security Documents and/or exercised any of its rights,
powers and discretions thereby conferred and/or performed any of its
obligations thereunder and/or been involved in any of the transactions
contemplated by the Security Documents.


 


11.4                        Central Bank or European Central Bank reserve
requirements indemnity


 


The Borrowers shall on demand
promptly indemnify each Bank against any cost incurred or loss suffered by such
Bank as a result of its complying with the minimum reserve requirements of the
European Central Bank and/or with respect to maintaining required reserves with
the relevant national Central Bank to the extent that such compliance relates
to such Bank’s Commitment and/or Contribution or deposits obtained by it to
fund the whole or part of its Contribution and to the extent such cost or loss
is not recoverable by such Bank under clause 12.2.


 


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12.                               Unlawfulness and increased
costs


 


12.1                        Unlawfulness


 


If it is or becomes contrary
to any law or regulation for any Bank to contribute to an Advance or to
maintain its Commitment or fund the Loan, such Bank shall promptly, through the
Agent, give notice to the Borrowers whereupon (a) such Bank’s Commitment shall
be reduced to zero and (b) the Borrowers shall be obliged to prepay such Bank’s
Commitment either (i) forthwith or (ii) on a future specified date not being
earlier than the latest date permitted by the relevant law or regulation
together with interest accrued to the date of prepayment and all other sums
payable by the Borrowers under this Agreement and/or the Master Swap Agreements
or any of them.


 


12.2                        Increased costs


 


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


 


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


 


12.2.2              increase the cost to, or impose an additional
cost on, any Bank or its holding company in making or keeping such Bank’s
Commitment available or maintaining or funding all or part of such Bank’s
Contribution; and/or


 


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


 


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


 


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


 


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


 


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


 


(a)                                  such Bank shall notify the Borrowers in
writing of such event promptly upon its becoming aware of the same; and


 


(b)                                 the Borrowers shall on demand made at any time
whether or not such Bank’s Contribution has been repaid, pay to the Agent for
the account of such Bank the amount which such Bank specifies (in a certificate
setting forth the basis of the computation of such amount but not including any
matters which such Bank or its holding company regards as confidential) is
required to compensate such Bank and/or (as the case may be) its holding
company for such liability to Taxes, cost, reduction, payment , forgone return
or loss.


 


58

















 


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


 


12.3                        Exception


 


Nothing in clause 12.2 shall
entitle any Bank to receive any amount in respect of compensation for any such
liability to Taxes, increased or additional cost, reduction, payment, foregone
return or loss to the extent that the same is the subject of an additional
payment under clause 6.6.


 


13.                               Security, set-off and
pro-rata payments


 


13.1        Application
of moneys


 


All moneys received by the
Agent and/or the Security Agent under or pursuant to any of the Security
Documents and expressed to be applicable in accordance with the provisions of
this clause 13.1, shall be applied in the following manner:


 


13.1.1              first, in or towards payment of all unpaid costs
and expenses which may be owing to the Agent and/or the Security Agent or
either of them under any of the Security Documents;


 


13.1.2              secondly, in or towards payment of any unpaid
fees and commitment commission payable to the Creditors or any of them;


 


13.1.3              thirdly, in or towards payment of any arrears
of interest owing in respect of the Loan or any part thereof;


 


13.1.4              fourthly, in or towards repayment of the Loan
(whether the same is due and payable or not);


 


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


 


13.1.6              sixthly, in or towards payment to a Swap
Provider of any sums owing to it under the relevant Master Swap Agreement (and
if any sums are owing under both Master Swap Agreements, proportionately as
between such Swap Providers);


 


13.1.7              seventhly, in or towards payment to any
Creditor of any other sums owing to it under any of the Security Documents; and


 


13.1.8              eighthly, the surplus (if any) shall be paid
to the Borrowers or to whomsoever else may be entitled to receive such surplus.


 


13.2                        Set-off


 


13.2.1              The Borrowers authorise each Creditor (without
prejudice to any of such Creditor’s rights at law, in equity or otherwise), at
any time and without notice to the Borrowers, to apply any credit balance to
which the Borrowers or any of them is then entitled standing upon any account
of the Borrowers or any of them with any branch of such Creditor in or towards
satisfaction of any sum due and payable from the Borrowers or any of them to
such Creditor under any of the Security Documents. For this purpose, each
Creditor is authorised to purchase with the moneys standing to the credit of such
account such other currencies as may be necessary to effect such application.


 


13.2.2              No Creditor shall be obliged to exercise any
right given to it by this clause 13.2. Each Creditor shall notify the Borrowers
through the Agent forthwith upon the exercise or purported exercise of any
right of set-off giving full details in relation thereto and the Agent shall  inform the other Creditors.


 


59

















 


13.2.3              Nothing in this clause 13.2 shall be effective
to create a charge or other security interest.


 


13.3                        Pro rata payments


 


13.3.1              If at any time any Bank (the “Recovering Bank”) receives or recovers any amount owing to it by the Borrowers
under this Agreement by direct payment, set-off or in any manner other than by
payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment
received from a Transferee Bank or a sub-participant in such Bank’s
Contribution or any other payment of an amount due to the Recovering Bank for
its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 12.1, or 12.2),
the Recovering Bank shall, within two (2) Banking Days of such receipt or
recovery (a “Relevant Receipt”)
notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt
exceeds the amount which the Recovering Bank would have received if the
Relevant Receipt had been received by the Agent and distributed pursuant to
clause 6.1 or 6.9 (as the case may be) then:


 


(a)                                  within two (2) Banking Days of demand by the
Agent, the Recovering Bank shall pay to the Agent an amount equal (or
equivalent) to the excess;


 


(b)                                 the Agent shall treat the excess amount so
paid by the Recovering Bank as if it were a payment made by the Borrowers and
shall distribute the same to the Banks (other than the Recovering Bank) in
accordance with clause 6.9; and


 


(c)                                  as between the Borrowers and the Recovering
Bank the excess amount so redistributed shall be treated as not having been
paid but the obligations of the Borrowers to the other Banks shall, to the
extent of the amount so re-distributed to them, be treated as discharged.


 


13.3.2              If any part of the Relevant Receipt
subsequently has to be wholly or partly refunded by the Recovering Bank
(whether to a liquidator or otherwise) each Bank to which any part of such
Relevant Receipt was so re-distributed shall on request from the Recovering
Bank repay to the Recovering Bank such Bank’s pro-rata share of the amount
which has to be refunded by the Recovering Bank.


 


13.3.3              Each Bank shall on request supply to the Agent
such information as the Agent may from time to time request for the purposes of
this clause 13.3.


 


13.3.4              Notwithstanding the foregoing provisions of
this clause 13.3, no Recovering Bank shall be obliged to share any Relevant
Receipt which it receives or recovers pursuant to legal proceedings taken by it
to recover any sums owing to it under this Agreement with any other party which
has a legal right to, but does not, either join in such proceedings or commence
and diligently pursue separate proceedings to enforce its rights in the same or
another court (unless the proceedings instituted by the Recovering Bank are
instituted by it without prior notice having been given to such party through
the Agent).


 


13.4                        No release


 


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


 


13.5                        No charge


 


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


 


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13.6                        Further assurance


 


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


 


13.7                        Conflicts


 


In the event of any conflict
between this Agreement and any of the other Borrowers’ Security Documents, the
provisions of this Agreement shall prevail.


 


14.                               Operating Accounts


 


14.1                        General


 


The Borrowers jointly and
severally undertake with each Creditor that they will:


 


14.1.1              on or before the Drawdown Date of the first
Advance to be drawn down, open each of the Operating Accounts; and


 


14.1.2              procure that all moneys payable to each
Borrower in respect of the Earnings of such Borrower’s Ship shall, unless and
until the Agent (acting on the instructions of the Majority Banks) directs to
the contrary pursuant to the provisions of the relevant Deed of Covenant, be
paid to the such Borrower’s Operating Account, Provided however that if any of
the moneys paid to any of the Operating Accounts are payable in a currency
other than Dollars, the Account Bank shall (and each Borrower in respect of its
own Operating Account hereby irrevocably instructs the Account Bank to) convert
such moneys into Dollars at the Account Bank’s spot rate of exchange at the
relevant time for the purchase of Dollars with such currency and the term “spot rate of exchange” shall include any
premium and costs of exchange payable in connection with the purchase of
Dollars with such currency.


 


14.2                        Operating Accounts: withdrawals


 


Unless the Agent (acting on
the instructions of the Majority Banks) otherwise agrees in writing, no
Borrower shall be entitled to withdraw any moneys from its Operating Account at
any time from the date of this Agreement and so long as any moneys are owing
under the Security Documents save that, unless and until a Default shall occur
and the Agent (acting on the instructions of the Majority Banks) shall direct
to the contrary, each Borrower may withdraw moneys from its Operating Account
for the following purposes:


 


14.2.1              to pay any amount to the Agent in or towards
payments of any instalments of
interest or principal or any other amounts then payable pursuant to the
Security Documents;


 


14.2.2              to pay the proper and reasonable expenses of
its Ship; and


 


14.2.3              to pay the proper and reasonable expenses of
administering its affairs.


 


14.3                        Application of Operating Accounts


 


At any time after the
occurrence of an Event of Default, the Agent may (and on the instructions of the
Majority Banks shall), without notice to the Borrowers, instruct the Account
Bank to apply all moneys then standing to the credit of the Operating Accounts
or any of them (together with interest from time to 


 


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time accruing or accrued
thereon) in or towards satisfaction of any sums due to the Creditors or any of
them under the Security Documents in the manner specified in clause 13.1.


 


14.4                        Pledging of Operating Accounts


 


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


 


15.                               Assignment, transfer and
lending office


 


15.1                        Benefit and burden


 


This Agreement shall be binding
upon, and enure for the benefit of, the Creditors and the Borrowers and their
respective successors in title.


 


15.2                        No assignment by Borrowers


 


No Borrower may assign or
transfer any of its rights or obligations under this Agreement.


 


15.3                        Transfers by Banks


 


Any Bank (the “Transferor Bank”) may at any time cause all
or any part of its rights, benefits and/or obligations under this Agreement and
the Security Documents to be transferred to any other bank or financial
institution (a “Transferee  Bank”) by
delivering to the Agent a Transfer Certificate duly completed and duly executed
by the Transferor Bank and the Transferee Bank. No such transfer is binding on,
or effective in relation to, the Borrowers or the Agent unless (i) it is
effected or evidenced by a Transfer Certificate which complies with the
provisions of this clause 15.3 and is signed by or on behalf of the Transferor
Bank, the Transferee Bank and the Agent (on behalf of itself the Borrowers and
the other Creditors) and (ii) such transfer of rights under the other Security
Documents has been effected and registered. Upon signature of any such Transfer
Certificate by the Agent, which signature shall be effected as promptly as is
practicable after such Transfer Certificate has been delivered to the Agent,
and subject to the terms of such Transfer Certificate, such Transfer
Certificate shall have effect as set out below.


 


The following further
provisions shall have effect in relation to any Transfer Certificate:


 


15.3.1              a Transfer Certificate may be in respect of a
Bank’s rights in respect of all, or part of, its Commitment and shall be in
respect of the same proportion of its Contribution;


 


15.3.2              a Transfer Certificate shall only be in
respect of rights and obligations of the Transferor Bank in its capacity as a
Bank and shall not transfer its rights and obligations as the Agent, or in any
other capacity, as the case may be and such other rights and obligations may
only be transferred in accordance with any applicable provisions of this
Agreement;


 


15.3.3              a Transfer Certificate shall take effect in
accordance with English law as follows:


 


(a)                                  to the extent specified in the Transfer
Certificate, the Transferor Bank’s payment rights and all its other rights
(other than those referred to in clause 15.3.2 above) under this Agreement are
assigned to the Transferee Bank absolutely, free of any defects in the
Transferor Bank’s title and of any rights or equities which the Borrowers had
against the Transferor Bank;


 


(b)                                 the Transferor Bank’s Commitment is discharged
to the extent specified in the Transfer Certificate;


 


(c)                                  the Transferee Bank becomes a Bank with a
Contribution and/or a Commitment of the amounts specified in the Transfer
Certificate;


 


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(d)                                 the Transferee Bank becomes bound by all the
provisions of this Agreement and the Security Documents which are applicable to
the Banks generally, including those about pro-rata sharing and the exclusion
of liability on the part of, and the indemnification of, the Arranger, the
Agent and the Security Agent and to the extent that the Transferee  Bank becomes bound by those provisions,
the Transferor Bank ceases to be bound by them;


 


(e)                                  an Advance or part of an Advance which the
Transferee Bank makes after the Transfer Certificate comes into effect ranks in
point of priority and security in the same way as it would have ranked had it
been made by the Transferor Bank, assuming that any defects in the Transferor
Bank’s title and any rights or equities of any Security Party against the
Transferor Bank had not existed; and


 


(f)                                    the Transferee Bank becomes entitled to all
the rights under this Agreement which are applicable to the Banks generally,
including but not limited to those relating to the Majority Banks and those
under clauses 3.6, 5 and 12 and to the extent that the Transferee Bank becomes
entitled to such rights, the Transferor Bank ceases to be entitled to them;


 


15.3.4              the rights and equities of the Borrowers or of
any other Security Party referred to above include, but are not limited to, any
right of set-off and any other kind of cross-claim; and


 


15.3.5              the Borrowers, the Account Bank, the Security
Agent, the Arranger, the Swap Providers and the Banks hereby irrevocably
authorise and instruct the Agent to sign any such Transfer Certificate on their
behalf and undertake not to withdraw, revoke or qualify such authority or
instruction at any time. Promptly upon its signature of any Transfer
Certificate, the Agent shall notify the Borrowers, the Transferor Bank and the
Transferee Bank.


 


15.4                        Reliance on Transfer Certificate


 


15.4.1              The Agent shall be entitled to rely on any
Transfer Certificate believed by it to be genuine and correct and to have been
presented or signed by the persons by whom it purports to have been presented
or signed, and shall not be liable to any of the parties to this Agreement and
the Security Documents for the consequences of such reliance.


 


15.4.2              The Agent shall at all times during the
continuation of this Agreement maintain a register in which it shall record the
name, Commitments, Contributions and administrative details (including the
lending office) from time to time of the Banks holding a Transfer Certificate
and the date at which the transfer referred to in such Transfer Certificate
held by each Bank was transferred to such Bank, and the Agent shall make the
said register available for inspection by any Bank or any Borrower during
normal banking hours upon receipt by the Agent of reasonable prior notice
requesting the Agent to do so,


 


15.4.3              The entries on the said register shall, in the
absence of manifest error, be conclusive in determining the identities of the
Commitments, the Contributions and the Transfer Certificates held by the Banks
from time to time and the principal amounts of such Transfer Certificates and
may be relied upon by the Agent and the other Security Parties for all purposes
in connection with this Agreement and the Security Documents.


 


15.5                        Transfer fees and expenses


 


If any Bank causes the
transfer of all or any part of its rights, benefits and/or obligations under
the Security Documents, the Borrowers shall pay to the Agent on demand all
costs, fees and expenses (including, but not limited to, legal fees and
expenses), and all value added tax thereon, verified by the Agent as having
been incurred by such Bank in connection with such transfer.


 


15.6                        Documenting transfers


 


If any Bank assigns all or
any part of its rights or transfers all or any part of its rights, benefits
and/or obligations as provided in clause 15.3, the Borrowers jointly and
severally undertake, immediately on 


 


63

















 


being requested to do so by
the Agent and at the cost of the Transferor Bank, to enter into, and procure
that the other Security Parties shall (at the cost of the Transferor Bank)
enter into, such documents as may be necessary or desirable to transfer to the
Transferee Bank all or the relevant part of such Bank’s interest in the
Security Documents and all relevant references in this Agreement to such Bank
shall thereafter be construed as a reference to the Transferor Bank and/or its
Transferee Bank (as the case may be) to the extent of their respective
interests.


 


15.7                        Sub-participation


 


A Bank may sub-participate
all or any part of its rights and/or obligations under the Security Documents
without the consent of, or notice to, the Borrowers.


 


15.8                        Lending office


 


Each Bank shall lend through
its office at the address specified in schedule 1 or, as the case may be, in
any relevant Transfer Certificate or through any other office of such Bank
selected from time to time by it through which such Bank wishes to lend for the
purposes of this Agreement. if the office through which a Bank is lending is
changed pursuant to this clause 15.8, such Bank shall notify the Agent promptly
of such change and the Agent shall notify the Borrowers, the Security Agent,
the Account Bank, the Swap Providers and the other Banks.


 


15.9                        Disclosure of information


 


A Bank may disclose to a
prospective assignee, transferee or to any other person who may propose
entering into contractual relations with such Bank in relation to this
Agreement such information about the Borrowers and/or the other Security
Parties as such Bank shall consider appropriate.


 


16.                               Arranger, Agent and Security
Agent


 


16.1                        Appointment of the Agent


 


Each Bank and each Swap
Provider irrevocably appoints the Agent as its agent for the purposes of this
Agreement and such of the Security Documents to which it may be appropriate for
the Agent to be party. By virtue of such appointment, each of the Banks and
each of the Swap Providers hereby authorises the Agent:


 


16.1.1              to execute such documents as may be approved
by the Majority Banks for execution by the Agent; and


 


16.1.2              (whether or not by or through employees or
agents) to take such action on such Bank’s or such Swap Provider’s behalf and
to exercise such rights, remedies, powers and discretions as are specifically
delegated to the Agent by this Agreement and/or any other Security Document,
together with such powers and discretions as are reasonably incidental thereto.


 


16.2                        Agent’s actions


 


Any action taken by the Agent
under or in relation to this Agreement or any of the other Security Documents
whether with requisite authority or on the basis of appropriate instructions,
received from the Banks and/or the Swap Providers (or as otherwise duly
authorised) shall be binding on all the Banks and the Swap Providers.


 


16.3                        Agent’s duties


 


The Agent shall:


 


16.3.1              promptly notify each Bank and each Swap
Provider of the contents of each notice, certificate or other document received
by it from the Borrowers under or pursuant to clauses 8.1.1, 8.1.5 and 8.1.7;
and


 


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16.3.2              (subject to the other provisions of this
clause 16) take (or instruct the Security Agent to take) such action or, as the
case may be, refrain from taking (or authorise the Security Agent to refrain
from taking) such action with respect to the exercise of any of its rights,
remedies, powers and discretions as agent, as the Majority Banks may direct.


 


16.4                        Agent’s rights


 


The Agent may:


 


16.4.1              in the exercise of any right, remedy, power or
discretion in relation to any matter, or in any context, not expressly provided
for by this Agreement or any of the other Security Documents, act or, as the
case may be, refrain from acting (or authorise the Security Agent to act or
refrain from acting) in accordance with the instructions of the Banks and/or
the Swap Providers, and shall be fully protected in so doing;


 


16.4.2              unless and until it shall have received
directions from the Majority Banks, take such action or, as the case may be,
refrain from taking such action (or authorise the Security Agent to take or
refrain from taking such action) in respect of a Default of which the Agent has
actual knowledge as it shall deem advisable in the best interests of the Banks
and the Swap Providers (but shall not be obliged to do so);


 


16.4.3              refrain from acting (or authorise the Security
Agent to refrain from acting) in accordance with any instructions of the Banks
and/or the Swap Providers to institute any legal proceedings arising out of or
in connection with this Agreement or any of the other Security Documents until
it and/or the Security Agent has been indemnified and/or secured to its
satisfaction against any and all costs, expenses or liabilities (including
legal fees) which it would or might incur as a result;


 


16.4.4              deem and treat (i) each Bank as the person
entitled to the benefit of the Contribution of such Bank for all purposes of
this Agreement unless and until a notice shall have been filed with the Agent
pursuant to clause 15.3 and shall have become effective, and (ii) the office
set opposite the name of each of the Banks in schedule 1 unless and unfit a
written notice of change of lending office shall have been received by the
Agent and the Agent may act upon any such notice unless and until the same is
superseded by a further such notice;


 


16.4.5              rely as to matters of fact which might
reasonably be expected to be within the knowledge of any Security Party upon a
certificate signed by any director or officer of the relevant Security Party on
behalf of the relevant Security Party; and


 


16.4.6              do anything which is in its opinion necessary
or desirable to comply with any law or regulation in any jurisdiction.


 


16.5                        No liability of Arranger or Agent


 


Neither the Arranger nor the
Agent nor any of their respective employees and agents shall:


 


16.5.1              be obliged to make any enquiry as to the use
of any of the proceeds of the Loan unless (in the case of the Agent) so
required -in writing by a Bank, in which case
the Agent shall promptly make the appropriate request to the
Borrowers; or


 


16.5.2              be obliged to make any enquiry as to any
breach or default by the Borrowers or any of them or any other Security Party
in the performance or observance of any of the provisions of this Agreement or
any of the other Security Documents or as to the existence of a Default unless
(in the case of the Agent) the Agent has actual knowledge thereof or has been
notified in writing thereof by a Bank or a Swap Provider, in which case the
Agent shall promptly notify the Banks and the Swap Providers of the relevant
event or circumstance; or


 


65

















 


16.5.3              be obliged to enquire whether or not any
representation or warranty made by the Borrowers or any of them or any other
Security Party pursuant to this Agreement or any of the other Security
Documents is true; or


 


16.5.4              be obliged to do anything (including, without
limitation, disclosing any document or information) which would, or might in
its opinion, be contrary to any law or regulation or be a breach of any duty of
confidentiality or otherwise be actionable or render it liable to any person;
or


 


16.5.5              be obliged to account to any Bank or either
Swap Provider for any sum or the profit element of any sum received by it for
its own account; or


 


16.5.6              be obliged to institute any legal proceedings
arising out of or in connection with this Agreement or any of the other
Security Documents other than on the instructions of the Majority Banks; or


 


16.5.7              be liable to any Bank or either Swap Provider
for any action taken or omitted under or in connection with this Agreement or
any of the other Security Documents unless caused by its gross negligence or wilful misconduct.


 


For the purposes of this
clause 16, neither the Arranger nor the Agent shall be treated as having actual
knowledge of any matter of which the corporate finance or any other division
outside the agency or loan administration department of the Arranger or the
person for the time being acting as the Agent may become aware in the context
of corporate finance, advisory or lending activities from time to time
undertaken by the Arranger or, as the case may be, the Agent for any Security
Party or any other person which may be a trade competitor of any Security Party
or may otherwise have commercial interests similar to those of any Security
Party.


 


16.6                        Non-reliance on Arranger or Agent


 


Each Bank and each Swap
Provider acknowledges that it has not relied on any statement, opinion,
forecast or other representation made by the Arranger or the Agent to induce it
to enter into this Agreement or any of the other Security Documents and that it
has made and will continue to make, without reliance on the Arranger or the
Agent and based on such documents as it considers appropriate, its own
appraisal of the creditworthiness of the Security Parties and its own
independent investigation of the financial condition, prospects and affairs of
the Security Parties in connection with the making and continuation of such
Bank’s Commitment or Contribution under this Agreement. Neither the Arranger
nor the Agent shall have any duty or responsibility, either initially or on a
continuing basis, to provide any Bank or either Swap Provider with any credit
or other information with respect to any Security Party whether coming into its
possession before the making of the Loan or at any time or times thereafter
other than as provided in clause 16.3.1.


 


16.7                        No responsibility on Arranger or Agent for Borrowers’
performance


 


Neither the Arranger nor the
Agent shall have any responsibility or liability to any Bank or either Swap
Provider.


 


16.7.1              on account of the failure of any Security
Party to perform its obligations under any of the Security Documents; or


 


16.7.2              for the financial condition of any Security
Party; or


 


16.7.3              for the completeness or accuracy of any
statements, representations or warranties in any of the Security Documents or
any document delivered under any of the Security Documents; or


 


16.7.4              for the execution, effectiveness, adequacy,
genuineness, validity, enforceability or admissibility in evidence of any of
the Security Documents or of any certificate, report or other document executed
or delivered under any of the Security Documents; or


 


66

















 


16.7.5              to investigate or make any enquiry into the
title of the Borrowers or any other Security Party to the Ships or any other
security or any part thereof; or


 


16.7.6              for the failure to register any of the
Security Documents with any official or regulatory body or office or elsewhere;
or


 


16.7.7              for taking or omitting to take any other
action under or in relation to any of the Security Documents or any aspect of
any of the Security Documents; or


 


16.7.8              on account of the failure of the Security
Agent to perform or discharge any of its duties or obligations under the
Security Documents; or


 


16.7.9              otherwise in connection with this Agreement or
its negotiation or for acting (or, as the case may be, refraining from acting)
in accordance with the instructions of the Banks or the Swap Providers.


 


16.8                        Reliance on documents and professional advice


 


Each of the Arranger and the
Agent shall be entitled to rely on any communication, instrument or document
believed by it to be genuine and correct and to have been signed or sent by the
proper person and shall be entitled to rely as to legal or other professional
matters on opinions and statements of any legal or other professional advisers
selected or approved by it (including those in the Arranger’s or, as the case
may be, the Agent’s employment).


 


16.9                        Other dealings


 


Each of the Arranger and the
Agent may, without any liability to account to the Banks or the Swap Providers,
accept deposits from, lend money to, and generally engage in any kind of
banking or other business with, and provide advisory or other services to, any
Security Party or any of its Related Companies or any of the Banks or the Swap
Providers as if it were not the Arranger or, as the case may be, the Agent.


 


16.10                 Rights of Agent as Bank; no
partnership


 


With respect to its own
Commitment and Contribution (if any) the Agent shall have the same rights and
powers under the Security Documents as any other Bank and may exercise the same
as though it were not performing the duties and functions delegated to it under
this Agreement and the term “Banks”  shall, unless the context clearly
otherwise indicates, include the Agent in its individual capacity as a Bank.
This Agreement shall not and shall not be construed so as to constitute a
partnership between the parties or any of them.


 


16.11                 Amendments and waivers


 


16.11.1            Subject to clause 16.11.2, the Agent may, with
the consent of the Majority Banks (or if and to the extent expressly authorised
by the other provisions of any of the Security Documents) and, if so instructed
by the Majority Banks, shall:


 


(a)                                  agree (or authorise the Security Agent to
agree) amendments or modifications to any of the Security Documents with the
Borrowers and/or any other Security Party; and/or


 


(b)                                 vary or waive breaches of, or defaults under,
or otherwise excuse performance of, any provision of any of the other Security
Documents by the Borrowers and/or any other Security Party (or authorise the
Security Agent to do so).


 


Any such action so authorised
and effected by the Agent shall be documented in such manner as the Agent shall
(with the approval of the Majority Banks) determine, shall be promptly notified
to the Banks and the Swap Providers by the Agent and (without prejudice to the
generality of clause 16.2) shall be binding on the Banks and the Swap
Providers.


 


67

















 


16.11.2            Except with the prior written consent of the
Banks and the Swap Providers, the Agent shall have no authority on behalf of
the Banks and the Swap Providers to agree (or authorise the Security Agent to
agree) with the Borrowers and/or any other Security Party any amendment or modification
to any of the Security Documents or to grant (or authorise the Security Agent
to grant) waivers in respect of breaches or defaults or to vary or excuse (or
authorise the Security Agent to vary or excuse) performance of or under any of
the Security Documents by the Borrowers or any of them and/or any other
Security Party, if the effect of such amendment, modification, waiver or excuse
would be to:


 


(a)                                  reduce the Margin;


 


(b)                                 postpone the due date or reduce the amount of
any payment of principal, interest or other amount payable by any Security
Party under any of the Security Documents;


 


(c)                                  change the currency in which any amount is
payable by any Security Party under any of the Security Documents;


 


(d)                                 increase any Bank’s Commitment;


 


(e)                                  extend the Termination Date;


 


(f)                                    change any provision of any of the Security
Documents which expressly or implied requires the approval or consent of all
the Banks such that the relevant approval or consent may be given otherwise
than with the sanction of all the Banks;


 


(g)                                 change the order of distribution under clauses
6.9 and 13.1;


 


(h)                                 change this clause 16.11;


 


(i)                                     change the definition of “Majority Banks” in clause 1.2; or


 


(j)                                     release any Security Party from the security
constituted by any Security Document (except as required by the terms thereof
or by law) or change the terms and conditions upon which such security or
guarantee may be, or is required to be, released.


 


16.12                 Reimbursement and indemnity
by Banks


 


Each Bank shall reimburse the
Agent (rateably in accordance with such Bank’s Commitment or, if after the
drawdown of the first Advance to be drawn down, in accordance with such Bank’s
Contribution), to the extent that the Agent is not reimbursed by the Borrowers,
for the costs, charges and expenses incurred by the Agent which are expressed
to be payable by the Borrowers under clause 5.1 including (in each case) the
fees and expenses of legal or other professional advisers. Each Bank shall on
demand indemnify the Agent (rateably in accordance with such Bank’s Commitment
or, if after the drawdown of the first Advance to be drawn down, in accordance
with such Bank’s Contribution) against all liabilities, damages, costs and
claims whatsoever incurred by the Agent in connection with any of the Security
Documents or the performance of its duties under any of the Security Documents
or any action taken or omitted by the Agent under any of the Security
Documents, unless such liabilities, damages, costs or claims arise from the
Agent’s own gross negligence or wilful misconduct.


 


16.13                 Retirement of Agent


 


16.13.1            The Agent may, having given to the Borrowers
and each of the Banks and each of the Swap Providers not less than fifteen (15)
days’ notice of its intention to do so, retire from its appointment as Agent under
this Agreement, provided that no such retirement shall take effect unless there
has been appointed by the Banks and the Swap Providers as a successor agent:


 


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(a)                                  a Related Company of the Agent nominated by
the Agent which the Banks and the Swap Providers hereby irrevocably and
unconditionally agree to appoint or, failing such nomination,


 


(b)                                 a Bank nominated by the Majority Banks or,
failing such a nomination,


 


(c)                                  any reputable and experienced bank or
financial institution nominated by the retiring Agent


 


Any corporation into which
the retiring Agent may be merged or converted or any corporation with which the
Agent may be consolidated or any corporation resulting from any merger,
conversion, amalgamation, consolidation or other reorganisation to which the
Agent shall be a party shall, to the extent permitted by applicable law, be the
successor Agent under this Agreement and the other Security Documents without
the execution or filing of any document or any further act on the part of any
of the parties to this Agreement and the other Security Documents save that
notice of any such merger, conversion, amalgamation, consolidation or other
reorganisation shall forthwith be given to each Security Party and the Banks
and the Swap Providers. Prior to any such successor being appointed, the Agent
agrees to consult with the Borrowers as to the identity of the proposed
successor and to take account of any reasonable objections which the Borrowers
may raise to such successor being appointed.


 


16.13.2            Upon any such successor as aforesaid being
appointed, the retiring Agent shall be discharged from any further obligation
under the Security Documents (but shall continue to have the benefit of this
clause 16 in respect of any action it has taken or refrained from taking prior
to such discharge) and its successor and each of the other parties to this
Agreement shall have the same rights and obligations among themselves as they
would have had if such successor had been a party to this Agreement in place of
the retiring Agent. The retiring Agent shall (at the expense of the Borrowers)
provide its successor with copies of such of its records as its successor
reasonably requires to carry out its functions under the Security Documents.


 


16.14      Appointment and retirement of
Security Agent


 


16.14.1            Appointment


 


Each of the Banks, the Swap
Providers and the Agent irrevocably appoints the Security Agent as its security
agent and trustee for the purposes of this Agreement and the Security Documents
to which the Security Agent is or is to be a party, in each case on the terms
set out in this Agreement. By virtue of such appointment, each of the Banks,
the Swap Providers and the Agent hereby authorises the Security Agent (whether
or not by or through employees or agents) to take such action on its behalf and
to exercise such rights, remedies, powers and discretions as are specifically
delegated to the Security Agent by this Agreement and/or the Security Documents
to which the Security Agent is or is intended to be a party, together with such
powers and discretions as are reasonably incidental thereto.


 


16.14.2            Retirement


 


Without prejudice to clause
16.13, the Security Agent may, having given to the Borrowers and each of the
Banks and the Swap Providers not less than fifteen (15) days’ notice of its
intention to do so, retire from its appointment as Security Agent under this
Agreement and any Trust Deed, provided that no such retirement shall take
effect unless there has been appointed by the Banks, the Swap Providers and the
Agent as a successor security agent and trustee:


 


(a)                                  a Related Company of the Security Agent
nominated by the Security Agent which the Agent, the Banks and the Swap
Providers hereby irrevocably and unconditionally agree to appoint or, failing
such nomination,


 


(b)                                 a bank or trust corporation nominated by the
Majority Banks or, failing such a nomination,


 


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(c)           any bank or trust corporation nominated by the retiring Security Agent,


 


and, in any case, such
successor security agent and trustee shall have duly accepted such appointment
by delivering to the Agent (i) written confirmation (in a form acceptable to
the Agent) of such acceptance agreeing to be bound by this Agreement in the
capacity of Security Agent as if it had been an original party to this
Agreement and (ii) a duly executed Trust Deed.


 


Any corporation into which
the retiring Security Agent may be merged or converted or any corporation with
which the Security Agent may be consolidated or any corporation resulting from
any merger, conversion, amalgamation, consolidation or other reorganisation to
which the Security Agent shall be a party shall, to the extent permitted by applicable law, be the successor
Security Agent under this Agreement, any Trust Deed and the other Security
Documents referred to in clause 16.14.1 without the execution or filing of any
document or any further act on the part of any of the parties to this
Agreement, any Trust Deed and the other Security Documents save that notice of
any such merger, conversion, amalgamation, consolidation or other
reorganisation shall forthwith be given to each Security Party and the Banks
and the Swap Providers. Prior to any such successor being appointed, the Security
Agent agrees to consult with the Borrowers as to the identity of the proposed
successor and to take account of any reasonable objections which the Borrowers
may raise to such successor being appointed.


 


Upon any such successor as
aforesaid being appointed, the retiring Security Agent shall be discharged from
any further obligation under the Security Documents (but shall continue to have
the benefit of this clause 16 in respect of any action it has taken or
refrained from taking prior to such discharge) and its successor and each of
the other parties to this Agreement shall have the same rights and obligations
among themselves as they would have had if such successor had been a party to
this Agreement in place of the retiring Security Agent. The retiring Security
Agent shall (at the expense of the Borrowers) provide its successor with copies
of such of its records as its successor reasonably requires to carry out its
functions under the Security Documents.


 


16.15      Powers and duties of the
Security Agent


 


16.15.1            The Security Agent shall have no duties,
obligations or liabilities to any of the Banks, the Swap Providers and the
Agent beyond those expressly stated in any of the Security Documents. Each of
the Agent, the Banks and the Swap Providers hereby authorises the Security
Agent to enter into and execute:


 


(a)                                  each of the Security Documents to which the
Security Agent is or is intended to be a party; and


 


(b)                                 any and all such other Security Documents as
may be approved by the Agent in writing (acting on the instructions of the
Majority Banks) for entry into by the Security Agent,


 


and, in each and every case, to hold any and all security thereby
created upon trust for the Banks, the Swap Providers and the Agent in the
manner contemplated by this Agreement.


 


16.15.2            Subject to clause 16.15.3 the Security Agent
may, with the prior consent of the Majority Banks communicated in writing by
the Agent, concur with any of the Security Parties to:


 


(a)                                  amend, modify or otherwise vary any provision
of the Security Documents to which the Security Agent is or is intended to be a
party; or


 


(b)                                 waive breaches of, or defaults under, or
otherwise excuse performance of, any provision of the Security Documents to
which the Security Agent is or is intended to be a party.


 


Any such action so authorised
and effected by the Security Agent shall be promptly notified to the Banks, the
Swap Providers and the Agent by the Security Agent and shall be binding on the
other Creditors.


 


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16.15.3            The Security Agent shall not concur with any
Security Party with respect to any of the matters described in clause 16.11.2
without the consent of the Banks communicated in writing by the Agent.


 


16.15.4            The Security Agent shall (subject to the other
provisions of this clause 16) take such action or, as the case may be, refrain
from taking such action, with respect to any of its rights, powers and
discretions as security agent and trustee, as the Agent may direct. Subject as
provided in the foregoing provisions of this clause, unless and until the
Security Agent shall have received such instructions from the Agent, the
Security Agent may, but shall not be obliged to, take (or refrain from taking)
such action under or pursuant to the Security Documents referred to in clause
16.14.1 as the Security Agent shall deem advisable in the best interests of the
Creditors provided that (for the avoidance of doubt), to the extent that this
clause might otherwise be construed as authorising the Security Agent to take,
or refrain from taking, any action of the nature referred to in clause 16.15.2
- and for which the prior consent of the Banks is expressly required under
clause 16.15.3 - clauses 16.15.2 and 16.15.3 shall apply to the exclusion of
this clause.


 


16.15.5            None of the Banks nor the Agent nor the Swap
Providers shall have any independent power to enforce any of the Security
Documents referred to in clause 16.14.1 or to exercise any rights, discretions
or powers or to grant any consents or releases under or pursuant to such
Security Documents or any of them or otherwise have direct recourse to the
security and/or guarantees constituted by such Security Documents or any of
them except through the Security Agent.


 


16.15.6            For the purpose of this clause 16, the
Security Agent may, rely and act in reliance upon any information from time to
time furnished to the Security Agent by the
Agent (whether pursuant to clause 16.15.7 or otherwise) unless and until the
same is superseded by further such information, so that the Security Agent
shall have no liability or responsibility to any party as a consequence of
placing reliance on and acting in reliance upon any such information unless the
Security Agent has actual knowledge that such information is inaccurate or incorrect.


 


16.15.7            Without prejudice to the foregoing each of the
Agent, the Swap Providers and the Banks (whether directly or through the Agent)
shall provide the Security Agent with such written information as it may
reasonably require for the purpose of carrying out its duties and obligations
under the Security Documents referred to in clause 16.14.1.


 


16.15.8            Each Bank shall reimburse the Security Agent
(rateably in accordance with such Bank’s Commitment or Contribution), to the
extent that the Security Agent is not reimbursed by the Borrowers, for the
costs, charges and expenses incurred by the Agent which are expressed to be
payable by the Borrowers under clause 5.2 including (in each case) the fees and
expenses of legal or other professional advisers. Each Bank shall on demand
indemnify the Security Agent (rateably in accordance with such Bank’s
Commitment or Contribution) against all liabilities, damages, costs and claims
whatsoever incurred by the Security Agent in connection with any of the
Security Documents or the performance of its duties under any of the Security
Documents or any action taken or omitted by the Security Agent under any of the
Security Documents, unless such liabilities, damages, costs or claims arise
from the Security Agent’s own gross negligence or wilful misconduct.


 


16.16      Trust provisions


 


16.16.1            The trusts constituted or evidenced in or by
this Agreement and the Trust Deed shall remain in full force and effect until
whichever is the earlier of:


 


(a)                                  the expiration of a period of eighty (80)
years from the date of this Agreement; and


 


(b)                                 receipt by the Security Agent of confirmation
in writing by the Agent that there is no longer outstanding any Indebtedness
(actual or contingent) which is secured or guaranteed or otherwise assured by
or under any of the Security Documents,


 


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and the parties to this
Agreement declare that the perpetuity period applicable to this Agreement and
the trusts declared by the Trust Deed shall for the purposes of the
Perpetuities and Accumulations Act 1964 be the period of eighty (80) years from
the date of this Agreement


 


16.16.2            In its capacity as trustee in relation to the
Security Documents specified in clause 16.14.1, the Security Agent shall,
without prejudice to any of the powers, discretions and immunities conferred
upon trustees by law (and to the extent not inconsistent with the provisions of
any of those Security Documents), have all the same powers and discretions as a
natural person acting as the beneficial owner of such property and/or as are
conferred upon the Security Agent by any of those Security Documents.


 


16.16.3            It is expressly declared that, in its capacity
as trustee in relation to the Security Documents specified in clause 16.14.1,
the Security Agent shall be entitled to invest moneys forming part of the
security and which, in the opinion of the Security Agent, may not be paid out
promptly following receipt in the name or under the control of the Security
Agent in any of the investments for the time being authorised by law for the
investment by trustees of trust moneys or in any other property or investments
whether similar to the aforesaid or not or by placing the same on deposit in
the name or under the control of the Security Agent as the Security Agent may
think fit without being under any duty to diversify its investments and the
Security Agent may at any time vary or transpose any such property or
investments for or into any others of a like nature and shall not be
responsible for any loss due to depreciation in value or otherwise of such
property or investments. Any investment of any part or all of the security may,
at the discretion of the Security Agent, be made or retained in the names of
nominees.


 


16.17                 Independent action by Creditors


 


None of the Creditors shall
enforce, exercise any rights, remedies or powers or grant any consents or
releases under or pursuant to, or otherwise have a direct recourse to the
security and/or guarantees constituted by any of the Security Documents without
the prior written consent of the Majority Banks but, Provided such consent has
been obtained, it shall not be necessary for any other Creditor to be joined as
an additional party in any proceedings for this purpose.


 


16.18                 Common Agent and Security
Agent


 


The Agent and the Security
Agent have entered into the Security Documents in their separate capacities (a)
as agent for the Banks and the Swap Providers under and pursuant to this
Agreement (in the case of the Agent) and (b) as security agent and trustee for
the Banks, the Swap Providers and the Agent under and pursuant to this
Agreement, to hold the guarantees and/or security created by the Security
Documents specified in clause 16.14.1 on the terms set out in such Security
Documents (in the case of the Security Agent). However, from time to time the
Agent and the Security Agent may be the same entity. When the Agent and the
Security Agent are the same entity and any Security Document provides for the
Agent to communicate with or provide instructions to the Security Agent (and
vice versa), it will not be necessary for there to be any such formal
communications or instructions on those occasions.


 


16.19                 Co-operation to achieve
agreed priorities of application


 


The Banks, the Swap Providers
and the Agent shall co-operate with each other and with the Security Agent and
any receiver under the Security Documents in realising the property and assets
subject to the Security Documents and in ensuring that the net proceeds
realised under the Security Documents after deduction of the expenses of
realisation are applied in accordance with clause 13.1 (unless otherwise
expressly provided for in any such Security Document).


 


16.20                 Prompt distribution of
proceeds


 


Moneys received by any of the
Creditors (whether from a receiver or otherwise) pursuant to the exercise of
(or otherwise by virtue of the existence of) any rights and powers under or
pursuant to any of the Security Documents shall (after providing for all costs,
charges, expenses and liabilities and 


 


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other payments ranking in
priority) be paid to the Agent for distribution (in the case of moneys so
received by any of the Creditors other than the Agent or the Security Agent)
and shall be distributed by the Agent or, as the case may be, the Security
Agent (in the case of moneys so received by the Agent or, as the case may be,
the Security Agent) in each case in accordance with clause 13.1. The Agent or,
as the case may be, the Security Agent shall make each such application and/or
distribution as soon as is practicable after the relevant moneys are received
by, or otherwise become available to, the Agent or, as the case may be, the
Security Agent save that (without prejudice to any other provision contained in
any of the Security Documents) the Agent or, as the case may be, the Security
Agent (acting on the instructions of the Majority Banks) or any receiver may
credit any moneys received by it to a suspense account for so long and in such
manner as the Agent or such receiver may from time to time determine with a
view to preserving the rights of the Agent and/or the Security Agent and/or the
Account Bank and/or the Arranger and/or the Banks and/or the Swap Providers or
any of them to provide for the whole of their respective claims against the
Borrowers or any other person liable.


 


17.                               Notices and other matters


 


17.1                        Notices


 


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


 


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


 


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


 


17.1.3              be sent:


 


(a)           if to the Borrowers or any of them at:


 


c/o Aegean Bunkering Services
Inc.

42 Hadjikyriakou Street

185 38 Piraeus

Greece


 


Fax no    +30 210 458 6242


Attn:       Mr Koutsoukos


 


(b)           if to the Arranger and/or Agent and/or the Account Bank and/or the
Security Agent at:


 


Aegean Baltic Bank S.A. 

28 Diligianni Street

145 62 Kifissia

Greece


 


Fax No:   +30 210 62 34 192


Attn:       Business Development


 


(c)           if to a Bank, to its address or fax number specified in schedule 1 or in
any relevant Transfer Certificate; and


 


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(d)                                 if to a Swap Provider, to its address or fax
number specified in paragraph (a) of Part 4 of the Schedule to the relevant
Master Swap Agreement,


 


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


 


17.2                        Notices through the Agent


 


Every notice, request, demand
or other communication under this Agreement or .(unless otherwise
provided therein) any other Security Document to be given by the Borrowers or
any of them to any other party (other than the Swap Providers), shall be given
to the Agent for onward transmission as appropriate and if it is to be given to
the Borrowers it shall (except otherwise provided in the Security Documents) be
given to the Agent.


 


17.3                        No implied waivers, remedies cumulative


 


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


 


17.4                        English language


 


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


 


17.5                        Borrowers’ obligations


 


17.5.1              Joint and several


 


Notwithstanding anything to
the contrary contained in any of the Security Documents, the agreements,
obligations and liabilities of the Borrowers herein contained are joint and
several and shall be construed accordingly. Each of the Borrowers agrees and
consents to be bound by the Security Documents to which it is, or is to be, a
party notwithstanding that the other Borrowers which are intended to sign or to
be bound may not do so or be effectually bound and notwithstanding that any of
the Security Documents may be invalid or unenforceable against the other
Borrowers, whether or not the deficiency is known to any of the Creditors.


 


17.5.2              Borrowers as principal debtors


 


Each Borrower acknowledges
and confirms that it is a principal and original debtor in respect of all
amounts which may become payable by the Borrowers in accordance with the terms
of this Agreement or any of the other Security Documents and agrees that the
Creditors may also continue to treat it as such, whether or not any Creditor is
or becomes aware that such Borrower is or has become a surety for the other
Borrowers.


 


17.5.3              Indemnity


 


The Borrowers hereby agree
jointly and severally to keep the Creditors fully indemnified on demand against
all damages, losses, costs and expenses arising from any failure of any
Borrower to perform or discharge any purported obligation or liability of the
other Borrowers which would have been the subject of this Agreement or any
other Security Document had it been valid and enforceable and which is not or
ceases to be valid and enforceable against the other Borrowers on any ground
whatsoever, whether or not known to a Creditor including, without limitation,
any irregular exercise or absence of any corporate power or lack of authority
of, or breach of duty by, any person purporting to act on behalf of the other
Borrowers (or any legal or other limitation, 


 


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whether under the Limitation
Acts or otherwise or any disability or death, bankruptcy, unsoundness of mind,
insolvency, liquidation, dissolution, winding up, administration, receivership,
amalgamation, reconstruction or any other incapacity of any person whatsoever
(including, in the case of a partnership, a termination or change in the
composition of the partnership) or any change of name or style or constitution
of any Security Party).


 


17.5.4              Liability unconditional


 


None of the obligations or
liabilities of the Borrowers under this Agreement or any other Security
Document shall be discharged or reduced by reason of:


 


(a)                                  the death, bankruptcy, unsoundness of mind,
insolvency, liquidation, dissolution, winding up, administration, receivership,
amalgamation, reconstruction or other incapacity of any person whatsoever
(including, in the case of a partnership, a termination or change in the
composition of the partnership) or any change of name or style or constitution
of any Borrower or any other person liable;


 


(b)                                 the Agent (acting on the instructions of the
Majority Banks) granting any time, indulgence or concession to, or compounding
with, discharging, releasing or varying the liability of, any Borrower or any
other person liable or renewing, determining, varying or increasing any
accommodation, facility or transaction or otherwise dealing with the same in
any manner whatsoever or concurring in, accepting, varying any compromise,
arrangement or settlement or omitting to claim or enforce payment from any
Borrower or any other person liable; or


 


(c)                                  anything done or omitted which but for this
provision might operate to exonerate the Borrowers or any of them.


 


17.5.5              Recourse to other security


 


The Creditors shall not be
obliged to make any claim or demand or to resort to any Security Document or
other means of payment now or hereafter held by or available to it for
enforcing this Agreement or any of the Security Documents against any Borrower
or any other person liable and no action taken or omitted by any Creditor in
connection with any such Security Document or other means of payment will
discharge, reduce, prejudice or affect the liability of the Borrowers under
this Agreement and the Security Documents to which any of them is, or is to be,
a party.


 


17.5.6              Waiver of Borrowers’ rights


 


Each Borrower agrees with
each Creditor that, from the date of this Agreement and so long as any moneys
are owing under any of the Security Documents and while all or any part of the
Total Commitment remains outstanding, it will not, without the prior written
consent of the Agent (acting on the instructions of the Majority Banks):


 


(a)                                  exercise any right of subrogation, reimbursement
and indemnity against the other Borrowers or any other person liable under the
Security Documents;


 


(b)                                 demand or accept repayment in whole or in part
of any Indebtedness now or hereafter due to such Borrower from the other
Borrowers or from any other person liable or demand or accept any guarantee,
indemnity or other assurance against financial loss or any document or
instrument created or evidencing an Encumbrance in respect of the same or
dispose of the same;


 


(c)                                  take any steps to enforce any right against
the other Borrowers or any other person liable in respect of any such moneys;
or


 


(d)                                 claim any set-off or counterclaim against the
other Borrowers or any other person liable or claiming or proving in
competition with any Creditor in the liquidation of the other 


 


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Borrowers or any other person
liable or have the benefit of, or share in, any payment from or composition
with, the other Borrowers or any other person liable or any other Security
Document now or hereafter held by any Creditor for any moneys owing under this
Agreement or for the obligations or liabilities of any other person liable but
so that, if so directed by the Agent, it will prove for the whole or any part
of its claim in the liquidation of the other Borrowers or other person liable
on terms that the benefit of such proof and all money received by it in respect
thereof shall be held on trust for the Banks and applied in or towards
discharge of any moneys owing under this Agreement in such manner as the Agent
(acting on the instructions of the Majority Banks) shall deem appropriate.


 


17.5.7              Maximum liability


 


(a)                                  Each Borrower shall be entitled to rights of
contribution as against the other Borrowers however, such rights of contribution
shall (i) not in any way (except as otherwise expressly set forth in clause
17.5.7(b) below) condition or lessen the liability of each Borrower as a joint
and several borrower for the whole of the obligation owed to the Creditors
hereunder, and under the Security Documents and (ii) be fully subject and
subordinate to the rights of the Creditors against the Borrowers hereunder, and
under the Security Documents.


 


(b)                                 Notwithstanding anything to the contrary
contained in this Agreement, or any of the Security Documents, in the event
that any court or other judicial body of competent jurisdiction determines that
legal principles of fraudulent conveyances, fraudulent transfers or similar
concepts are applicable in evaluating the enforceability against any particular
Borrower or its assets of this Agreement or any Security Document granted by
the Borrowers as security for their respective obligations thereunder and that
under such principles, this Agreement or such other Security Document would not
be enforceable against such Borrower or its assets unless the following
provisions of this clause 17.5.7(b) had effect, then, the maximum liability of
any of the Borrowers hereunder, (the “Maximum
Liability Amount”) shall
be limited so that in no event shall such amount exceed the lesser of (i) the
obligations of the Borrowers hereunder (in the principal amount of up to Thirty
five million five hundred thousand Dollars ($35,500,000), plus interest,
expenses and fees and any amounts owing under the Master Swap Agreements from
time to time), and (ii) an amount equal to the aggregate, without double
counting, of (A) ninety-five per cent (95%) of such Borrower’s Adjusted Net
Worth (as hereinafter defined) on the date hereof, on the date of commencement
of a case under the Bankruptcy Code of the United States of America, as amended
(11 U.S.C. ss 101-1330) (the “Bankruptcy Code”)
or any similar legislation in any other jurisdiction, in which such Borrower is
a debtor, or on the date enforcement of this Agreement is sought (the “Determination Date”), whichever is greater,
(B) the aggregate fair value of such Borrower’s Subrogation and Contribution
Rights (as hereinafter defined) and (C) the amount of any Valuable Transfer (as
hereinafter defined) to such Borrower; provided that any Borrower’s liability
under this Agreement shall further be limited to the extent, if any, required
so that the obligations of any Borrower under this Agreement shall not be
subject to avoidance under Section 548 of the Bankruptcy Code or any similar
provision under the legislation of any other relevant jurisdiction, or to being
set aside or annulled under any applicable law relating to fraudulent transfers
or fraudulent conveyances. In determining the limitations, if any, on the
amount of any Borrower’s obligations hereunder pursuant to the preceding
sentence, any rights of subrogation or contribution (collectively the “Subrogation and Contribution Rights”) which
such Borrower may have on the Determination Date with respect to the Funding
Borrower (as hereinafter defined) under applicable law shall be taken into
account.


 


(c)                                  As used herein “Adjusted Net Worth” of each Borrower shall mean, as of any
date of determination thereof, an amount equal to the lesser of (i) an amount
equal to the excess of (A) the amount of the present fair saleable value of the
assets of such Borrower over (B) the amount that will be required to pay such
Borrower’s probable liability on its then existing debts, including contingent
liabilities, as they become absolute and matured, and (ii) an amount equal to
(aa) the excess of the sum of such Borrower’s property at a fair 


 


76

















 


valuation over (bb) the
amount of all liabilities of such Borrower, contingent or otherwise, as such
terms are construed in accordance with applicable federal and state laws in the
United States of America, or the laws of other applicable jurisdictions,
governing determinations of the insolvency of debtors.


 


(d)                                 In determining the Adjusted Net Worth of each
Borrower for purposes of calculating the Maximum Liability Amount for such
Borrower, the liabilities of such Borrower to be used in such determination
pursuant to each clause of the preceding sentence shall in any event exclude
(i) the liabilities of such Borrower under this Agreement, (ii) any liabilities
of such Borrower subordinated in right of payment to this Agreement and (iii)
any liabilities of such Borrower for Subrogation and Contribution Rights to the
other Borrowers.


 


(e)                                  As used herein “Valuable Transfer” shall mean, in respect of each Borrower,
(1) all loans, advances or capital contributions made to such Borrower with
proceeds of the Loan, (ii) all debt securities or other obligations of such
Borrower acquired from such Borrower or retired by such Borrower with proceeds
of the Loan and transferred, absolutely and not as collateral, to such
Borrower, (iii) the fair market value of all property acquired with proceeds of
the Loan and transferred, absolutely and not as collateral, to such Borrower,
(iv) all equity securities of such Borrower acquired from such Borrower with
proceeds of the Loan and (v) the value of any other economic benefits in
accordance with applicable federal and state laws, or the laws of other
applicable jurisdictions, governing determinations of the insolvency of
debtors, in each case accruing to such Borrower as a result of the Loan.


 


(f)                                    Without in any way modifying or affecting the
obligations of any of the Borrowers hereunder, in the event any of the
Borrowers shall make any payment or payments to the Creditors under this
Agreement in an aggregate amount in excess of such Borrower’s Percentage (such
Borrower the “Funding Borrower”; the Borrowers other than the Funding
Borrower, the “Other Borrowers”), the Other Borrowers shall contribute to
the Funding Borrower an amount equal to the Other Borrowers’ Percentage of such
payment or payments made by the Funding Borrower. For the purposes hereof, the
Funding Borrower’s or Other Borrowers’ Percentage shall be determined as of the
date on which such payment was made by reference to the ratio of (i) the
Funding Borrower’s or Other Borrowers’ Adjusted Net Worth as of such date to
(ii) the aggregate Adjusted Net Worth of all the Borrowers (including the
Funding Borrower) as of such date. Nothing in this paragraph shall affect each
Borrower’s several liability to the Creditors for the entire amount of the
obligations of the Borrowers under this Agreement (up to the limitations set
forth in the preceding paragraph) or in any other manner impair any right or
remedy of the Creditors hereunder. The limitations provided above are intended
solely to preserve the rights of the Agent under this Agreement to the maximum
extent permitted by applicable law and none of the Borrowers nor any other
person shall have any right hereunder that it would not otherwise have under
applicable law.


 


18.                               Governing law and
jurisdiction


 


18.1                        Law


 


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


 


18.2                        Submission to jurisdiction


 


The Borrowers jointly and
severally agree, for the benefit of each Creditor, that any legal action or
proceedings arising out of or in connection with this Agreement against the
Borrowers or any of them or any of their assets may be brought in the English courts.
Each of the Borrowers irrevocably and unconditionally submits to the
jurisdiction of such courts and irrevocably designates, appoints and empowers
Riches Consulting at present of Old Jarretts Farmhouse, Brantridge Lane,
Balcombe, West Sussex RH17 6JR, England to receive for it and on its behalf,
service of process issued out of the English courts in any such legal action or
proceedings. The submission to such jurisdiction shall not 


 


77

















 


(and shall not be construed
so as to) limit the right of a Creditor to take proceedings against the
Borrowers or any of them in the courts of any other competent jurisdiction nor
shall the taking of proceedings in any one or more jurisdictions preclude the
taking of proceedings in any other jurisdiction, whether concurrently or not.


 


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


 


18.3                        Contracts (Rights of Third Parties) Act 1999


 


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


 


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


 


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