Exhibit 10.38


 


Private & Confidential


 


 


LOAN AGREEMENT

for a

Loan of up to US$37,560,000

to

ANDROS MARINE INC.

DILOS MARINE INC.

IOS MARINE INC.

SIFNOS MARINE INC.

and

TINOS MARINE INC.


 


provided by

THE ROYAL BANK OF SCOTLAND PLC


 


 


NORTON ROSE


 

















 


THIS AGREEMENT is
dated 5 July 2007 and made BETWEEN:


 


(1)                      ANDROS MARINE INC., DILOS
MARINE INC., IOS MARINE INC., SIFNOS MARINE INC. and TINOS
MARINE INC. as joint and several Borrowers; and


 


(2)                      THE ROYAL BANK OF SCOTLAND PLC as Bank.


 


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 Bank agrees to
make available to the Borrowers, jointly and severally, a loan of up to Thirty
seven million five hundred and sixty thousand Dollars ($37,560,000) in twenty
five (25) Advances to be used for the purpose of financing part of the Total
Construction Cost of all the Ships.


 


1.2                                         Definitions


 


In this
Agreement, unless the context otherwise requires:


 


“Additional
Cost” means, in relation to any period, a percentage
calculated for such period at an annual rate determined in the manner set out
in schedule 10;


 


“Advances”
means each borrowing of a proportion of the Commitment by the Borrowers or (as
the context may require) the principal amount of such borrowing, it includes
(i) each Andros Pre-delivery Advance, (ii) the Andros Delivery
Advance, (iii) each Dilos Pre-delivery Advance, (iv) the Dilos
Delivery Advance, (v) each Ios Pre-delivery Advance, (vi) the Ios
Delivery Advance, (vii) each Sifnos Pre-delivery Advance, (viii) the
Sifnos Delivery Advance, (ix) each Tinos Pre-delivery Advance and (x) the
Tinos Delivery Advance, and:


 


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


 


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


 


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


 


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


 


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


 


and “Advance” means any of them;


 


“Andros
Advances” means, together, the Andros Pre-delivery
Advances and the Andros Delivery Advance and “Andros
Advance” means any of them;


 


“Andros
Borrower” means Andros Marine Inc. of 80 Broad Street,
Monrovia, Republic of Liberia and includes its successors in title;


 


“Andros Contract” means the shipbuilding contract dated 25 May
2007, made between the Builder and the Andros Borrower, as may be further
amended, supplemented, varied, replaced or novated from time to time with the
prior written consent of the Bank, relating to the construction and sale by the
Builder, and the purchase by the Andros Borrower, of the Andros Ship;


 


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“Andros
Contract Assignment Consent and Acknowledgement” means
the acknowledgement of notice of, and consent to, the assignment in respect of
the Andros Contract to be given by the Builder in the form scheduled to the
Andros Pre-delivery Security Assignment;


 


“Andros
Contract Price” means Seven million eight hundred and
ninety thousand Dollars ($7,890,000) or such other lesser sum in Dollars as may
be payable by the Andros Borrower to the Builder pursuant to the Andros Contract
as the purchase price for the Andros Ship thereunder;


 


“Andros
Deed of Covenant” means the first priority deed of
covenant and/or general assignment collateral to the Andros Mortgage executed
or (as the context may require) to be executed by the Andros Borrower in favour
of the Bank in such form as the Bank may require in its sole discretion;


 


“Andros
Delivery Advance” means an Advance of up to $4,040,400
made or (as the context may require) to be made available to the Borrowers for
the purpose of (a) financing in part the final instalment of the Andros
Contract Price falling due on the Delivery Date for the Andros Ship and (b) (as
to the balance) financing the payment of any other part of the Total
Construction Cost for the Andros Ship previously paid by the Andros Borrower
and not financed by this Agreement;


 


“Andros
First Advance” means an Advance of up to $631,200 made
or (as the context may require) to be made available to the Borrowers for the
purpose of financing in part the payment of the first instalment of the Andros
Contract Price falling due before the Delivery Date for the Andros Ship as set
out in schedule 3;


 


“Andros
Fourth Advance” means an Advance of up to $946,800
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing in part the payment of the fourth instalment of the
Andros Contract Price falling due before the Delivery Date for the Andros Ship
as set out in schedule 3;


 


“Andros
Management Agreement” means the management agreement
made or (as the context may require) to be made between the Andros Borrower and
the Manager in a form previously approved in writing by the Bank providing
(inter alia) for the Manager to manage the Andros Ship;


 


“Andros
Managers Undertaking” means the first priority
undertaking and assignment in relation to the Andros Ship executed or (as the
context may require) to be executed by the Manager in favour of the Bank in
such form as the Bank may require in its sole discretion;


 


“Andros
Mortgage” means the first priority or (as the case may
be) preferred mortgage of the Andros Ship executed or (as the context may
require) to be executed by the Andros Borrower in favour of the Bank in such
form as the Bank may require in its sole discretion;


 


“Andros
Operating Account” means an interest bearing Dollar
account of the Andros Borrower opened or (as the context may require) to be
opened by the Andros Borrower with the Bank and includes any sub-accounts
thereof and any other account designated in writing by the Bank to be an Andros
Operating Account for the purposes of this Agreement;


 


“Andros
Pre-delivery Advances” means, together, the Andros
First Advance, the Andros Second Advance, the Andros Third Advance and the
Andros Fourth Advance and “Andros Pre-delivery
Advance” means any of them;


 


“Andros
Pre-delivery Security Assignment” means the assignment
of the Andros Contract and the Andros Refund Guarantees executed or (as the
context may require) to be executed by the Andros Borrower in favour of the
Bank in the form set out in schedule 4;


 


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


 


“Andros
Refund Guarantees” means, together, the letter of
guarantee no. LGD6600200700014 dated 8 June 2007 (as amended on 3 July 2007)
issued by Bank of Communications, Fuzhou Branch as Refund Guarantor in respect
of certain of the Builders obligations under the Andros Contract and any other
letters of guarantee to be issued by a Refund Guarantor in respect of the
Builder’s obligations under the Andros Contract, pursuant to the Andros
Contract or any agreement supplemental to the Andros Contract, and any
extensions, renewals or replacements to or of any such guarantee(s), in each
case in form and substance acceptable to the Bank in its sole discretion and “Andros Refund Guarantee” means any of them;


 


“Andros
Second Advance” means an Advance of up to $946,800
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing in part the payment of the second instalment of the
Andros Contract Price falling due before the Delivery Date for the Andros Ship
as set out in schedule 3;


 


“Andros
Ship” means the 3,800 dwt (approximately) double-hull
oil product tanker currently known as Hull No. DN-3500-11, to be constructed
and sold by the Builder to the Andros Borrower pursuant to the Andros Contract
and to be registered on the Delivery Date for such Ship in the ownership of the
Andros Borrower through the relevant Registry under the laws and flag of the
relevant Flag State;


 


“Andros
Third Advance” means an Advance of up to $946,800 made
or (as the context may require) to be made available to the Borrowers for the
purpose of financing in part the payment of the third instalment of the Andros
Contract Price falling due before the Delivery Date for the Andros Ship as set
out in schedule 3;


 


“Andros
Tranche” means a tranche of the Loan of up to
$7,512,000 to be drawn down in not more than five (5) Advances (being the
Andros Advances);


 


“Assignee”
has the meaning ascribed thereto in clause 153;


 


“Bank”
means The Royal Bank of Scotland plc whose registered office is at 36 St.
Andrew Square, Edinburgh EH2 2YB, Scotland acting for the purposes of this
Agreement through its branch at 45 Akti Miaouli, 185 36 Piraeus, Greece (or of
such other address as may last have been notified to the Borrowers pursuant to
clause 15.6) and includes its successors in title, Assignees and/or
Transferees;


 


“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,
Piraeus and New York City (or any other relevant place of payment under clause
6);


 


“Borrowed
Money” means Indebtedness incurred 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;


 


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“Borrower”
means:


 


(a)                        in relation to the Andros Ship,
the Andros Borrower,


 


(b)                       in relation to the Dilos Ship,
the Dilos Borrower;


 


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


 


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


 


(e)                        in relation to the Tinos Ship,
the Tinos 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;


 


“Builder”
means Fujian Southeast Shipyard, a corporation duly organized and existing
under the laws of the People’s Republic of China, having its registered office
at 7# Jianshe Road, Economic Technical Development Zone of Fuzhou, Fujian
Province, The People’s Republic of China and includes its successors in title;


 


“Casualty
Amount” means, in relation to each Ship, Two hundred
and fifty thousand Dollars ($250,000) or the equivalent in any other currency;


 


“Classification”
means, in relation to each Ship, the classification “+A1 OIL CARRIER (E) ESP,
FP.<60°C, + ACC + AMS” with the relevant Classification Society or such
other classification as the Bank 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 Bank 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 the amount which the Bank has agreed to lend to
the Borrowers under clause 2.1 as reduced 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;


 


“Contract”
means:


 


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


 


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


 


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


 


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


 


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


 


and “Contracts” means any or all of them;


 


“Contract
Assignment Consent and Acknowledgement” means:


 


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


 


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


 


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


 


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


 


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


 


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


 


“Contract
Price” means:


 


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


 


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


 


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


 


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


 


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


 


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


 


“Corporate
Guarantee” means the corporate guarantee executed or
(as the context may require) to be executed by the Corporate Guarantor in
favour of the Bank in the form set out in schedule 5;


 


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


 


“Credit
Support Document” has the meaning given to that expression
in section 14 of the Master Swap Agreement and as set out in paragraph (f) of
Part 4 of the Schedule to the Master Swap
Agreement


 


“Credit
Support Provider” means any person defined as such in the Master Swap Agreement
pursuant to section 14 of the Master Swap Agreement;


 


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“Deed
of Covenant” means:


 


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


 


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


 


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


 


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


 


(e)                        in relation to the Tinos Ship,
the Tinos 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”
means, in relation to each Ship, the delivery of such Ship by the Builder to,
and the acceptance of such Ship by, the relevant Borrower pursuant to the
relevant Contract;


 


“Delivery
Advance”:


 


(a)                        in relation to the Andros Ship
and the Andros Tranche, means the Andros Delivery Advance;


 


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


 


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


 


(d)                       in relation to the Sifnos Ship
and the Sifnos Tranche, means the Sifnos Delivery Advance; or


 


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


 


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


 


“Delivery
Date” means, in relation to each Ship, the date upon
which its Delivery occurs;


 


“Dilos
Advances” means, together, the Dilos Pre-delivery
Advances and the Dilos Delivery Advance and “Dilos
Advance” means any of them;


 


“Dilos
Borrower” means Dilos Marine Inc. of 80 Broad Street,
Monrovia, Republic of Liberia and includes its successors in title;


 


“Dilos
Contract” means the shipbuilding contract dated 25 May
2007, made between the Builder and the Dilos Borrower, as may be further
amended, supplemented, varied, replaced or novated from time to time with the
prior written consent of the Bank, relating to the construction and sale by the
Builder, and the purchase by the Dilos Borrower, of the Dilos Ship;


 


“Dilos
Contract Assignment
Consent and Acknowledgement” means the acknowledgement of
notice of, and consent to, the assignment in respect of the Dilos Contract to
be given by the Builder in the form
scheduled to the Dilos Pre-delivery
Security Assignment


 


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“Dilos
Contract Price” means Seven million eight hundred and ninety thousand Dollars
($7,890,000) or such other lesser sum in Dollars as may be payable by the Dilos
Borrower to the Builder pursuant to the Dilos Contract as the purchase price
for the Dilos Ship thereunder;


 


“Dilos
Deed of Covenant” means the first priority deed of covenant and/or general
assignment collateral to the Dilos Mortgage executed or (as the context may
require) to be executed by the Dilos Borrower in favour of the Bank in such
form as the Bank may require in its sole discretion;


 


“Dilos
Delivery Advance” means an Advance of up to $4,040,400
made or (as the context may require) to be made available to the Borrowers for
the purpose of (a) financing in part the final instalment of the Dilos Contract
Price falling due on the Delivery Date for the Dilos Ship and (b) (as to the
balance) financing the payment of any other part of the Total Construction Cost
for the Dilos Ship previously paid by the Dilos Borrower and not financed by
this Agreement


 


“Dilos
First Advance” means an Advance of up to $631,200 made
or (as the context may require) to be made available to the Borrowers for the
purpose of financing in part the payment of the first instalment of the Dilos
Contract Price falling due before the Delivery Date for the Dilos Ship as set
out in schedule 3;


 


“Dilos
Management Agreement” means the management agreement made
or (as the context may require) to be made between the Dilos Borrower and the
Manager in a form previously approved in writing by the Bank providing (inter alia) for the Manager to manage the
Dilos Ship;


 


“Dilos
Fourth Advance” means an Advance of up to $946,800
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing in part the payment of the fourth instalment of the
Dilos Contract Price falling due before the Delivery Date for the Dilos Ship as
set out in schedule 3;


 


“Dilos Manager’s Undertaking”
means the first priority undertaking and assignment in relation to the Dilos
Ship executed or (as the context may require) to be executed by the Manager in
favour of the Bank in such form as the Bank may require in its sole discretion;


 


“Dilos Mortgage” means the first priority or (as the
case may be) preferred mortgage of the Dilos Ship executed or (as the context
may require) to be executed by the Dilos Borrower in favour of the Bank in such
form as the Bank may require in its sole discretion;


 


“Dilos
Operating Account” means an interest bearing Dollar
account of the Dilos Borrower opened or (as the context may require) to be
opened by the Dilos Borrower with the Bank and includes any sub-accounts thereof
and any other account designated in writing by the Bank to be a Dilos Operating
Account for the purposes of this Agreement;


 


“Dilos Pre-delivery Advances” means, together, the Dilos First
Advance, the Dilos Second Advance, the Dilos Third Advance and the Dilos Fourth
Advance and “Dilos Pre-delivery Advance” means
any of them;


 


“Dilos
Pre-delivery Security Assignment” means the assignment
of the Dilos Contract and the Dilos Refund Guarantees executed or (as the
context may require) to be executed by the Dilos Borrower in favour of the Bank
in the form set out in schedule 4;


 


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


 


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“Dilos
Refund Guarantees” means, together, the letter of
guarantee no. LGD6600200700013 dated 8 June 2007 (as amended on 3 July 2007)
issued by Bank of Communications, Fuzhou Branch as Refund Guarantor in respect
of certain of the Builder’s obligations under the Dilos Contract and any other
letters of guarantee to be issued by a Refund Guarantor in respect of the
Builders obligations under the Dilos Contract, pursuant to the Dilos Contract
or any agreement supplemental to the Dilos Contract, and any extensions,
renewals or replacements to or of any such guarantee(s), in each case in form
and substance acceptable to the Bank in its sole discretion and “Dilos Refund Guarantee” means any of them;


 


“Dilos
Second Advance” means an Advance of up to $946,800 made or (as the context may require)
to be made available to the Borrowers for the purpose of financing in part the
payment of the second instalment of the Dilos Contract Price falling due before
the Delivery Date for the Dilos Ship as set out in schedule 3;


 


“Dilos
Ship” means the 3,800 dwt (approximately) double-hull
oil product tanker currently known as Hull No. DN-3500-12, to be constructed
and sold by the Builder to the Dilos Borrower pursuant to the Dilos Contract
and to be registered on the Delivery Date for such Ship in the ownership of the
Dilos Borrower through the relevant Registry under the laws and flag of the
relevant Flag State;


 


“Dilos
Third Advance” means an Advance of up to $946,800 made
or (as the context may require) to be made available to the Borrowers for the
purpose of financing in part the payment of the third instalment of the Dilos
Contract Price falling due before the Delivery Date for the Dilos Ship as set
out in schedule 3;


 


“Dilos
Tranche” means a tranche of the Loan of up to
$7,512,000 to be drawn down by not more than five (5) Advances (being the Dilos
Advances);


 


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


 


“Drawdown
Date” means, in relation to an Advance, any date,
being a Banking Day falling during the relevant Drawdown Period, on which the
Borrowers request that Advance to be made as specified in the relevant Drawdown
Notice (whether or not such Advance is actually made or not);


 


“Drawdown
Notice” means a notice substantially in the terms of schedule 1;


 


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


 


“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 


 


8

















 


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
such Relevant Ship required under any Environmental Law;


 


“Environmental
Claim” means any and all material 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, Ioss 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; “First Advance”:


 


(a)                        in relation to the Andros Ship
and the Andros Tranche, means the Andros First Advance;


 


(b)                       in relation to the Dilos Ship
and the Dilos Tranche, means the Dilos First Advance;


 


(c)                        in relation to the Ios Ship and
the Ios Tranche, means the Ios First Advance;


 


(d)                       in relation to the Sifnos Ship
and the Sifnos Tranche, means the Sifnos First Advance; or


 


(e)                        in relation to the Tinos Ship
and the Tinos Tranche, means the Tinos First Advance, and “First Advances”
means any or all of them;


 


“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 Termination Date for the Delivery Advance relevant to such
Tranche;


 


“Flag
State” means, in relation to each Ship, such state or
territory designated in writing by the Bank in its absolute discretion, at the
request of the relevant Borrower, as being the “Flag State” of
such Ship for the purposes of the relevant Ship Security Documents;


 


9

















 


“Fourth
Advance”:


 


(a)                        in relation to the Andros Ship
and the Andros Tranche, means the Andros Fourth Advance;


 


(b)                       in relation to the Dilos Ship
and the Dilos Tranche, means the Dilos Fourth Advance;


 


(c)                        in relation to the Ios Ship and
the los Tranche, means the Ios Fourth Advance;


 


(d)                       in relation to the Sifnos Ship
and the Sifnos Tranche, means the Sifnos Fourth Advance; or


 


(e)                        in relation to the Tinos Ship
and the Tinos Tranche, means the Tinos Fourth Advance,


 


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


 


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


 


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


 


“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;


 


“Insurance
Letter” means, in respect of a Ship, a letter from the
Borrower owning such Ship in the form set out in schedule 8;


 


“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 Bank 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;


 


“Interest
Period Letter” means the letter addressed by the
Borrowers to the Bank, such letter to be substantially in the form set out in
schedule 9;


 


“Ios
Advances” means, together, the Ios Pre-delivery
Advances and the Ios Delivery Advance and “Ios
Advance” means any of them;


 


“Ios
Borrower” means Ios Marine Inc. of 80 Broad Street,
Monrovia, Republic of Liberia and includes its successors in title;


 


“Ios
Contract” means the shipbuilding contract dated 25 May
2007, made between the Builder and the Ios Borrower, as may be further amended,
supplemented, varied, replaced or novated 


 


10

















 


from time to
time with the prior written consent of the Bank, relating to the construction
and sale by the Builder, and the purchase by the Ios Borrower, of the Ios Ship;


 


“Ios
Contract Assignment Consent and Acknowledgement” means the acknowledgement of
notice of, and consent to, the assignment in respect of the Ios Contract to be
given by the Builder in the form scheduled to the Ios Pre-delivery Security
Assignment;


 


“Ios
Contract Price” means Seven million eight hundred and
ninety thousand Dollars ($7,890,000) or such other lesser sum in Dollars as may
be payable by the Ios Borrower to the Builder pursuant to the Ios Contract, as
the purchase price for the Ios Ship thereunder;


 


“Ios
Deed of Covenant” means the first priority deed of
covenant and/or general assignment collateral to the Ios Mortgage executed or
(as the context may require) to be executed by the Ios Borrower in favour of
the Bank in such form as the Bank may require in its sole discretion;


 


“Ios
Delivery Advance” means an Advance of up to $4,040,400
made or (as the context may require) to be made available to the Borrowers for
the purpose of (a) financing in part the final instalment of the Ios Contract
Price falling due on the Delivery Date for the Ios Ship and (b) (as to the
balance) financing the payment of any other part of the Total Construction Cost
for the Ios Ship previously paid by the Ios Borrower and not financed by this
Agreement


 


“Ios
First Advance” means an Advance of up to $631,200 made
or (as the context may require) to be made available to the Borrowers for the
purpose of financing in part the payment of the first instalment of the Ios
Contract Price falling due before the Delivery Date of the Ios Ship as set out
in schedule 3;


 


“Ios
Fourth Advance” means an Advance of up to $946,800
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing in part the payment of the fourth instalment of the Ios
Contract Price falling due before the Delivery Date for the Ios Ship as set out
in schedule 3;


 


“Ios
Management Agreement” means the management agreement
made or (as the context may require) to be made between the Ios Borrower and
the Manager in a form previously approved in writing by the Bank providing (inter alia) for the Manager to manage the
Ios Ship;


 


“Ios
Manager’s Undertaking” means the first priority
undertaking and assignment in relation to the Ios Ship executed or (as the
context may require) to be executed by the Manager in favour of the Bank in
such form as the Bank may require in its sole discretion;


 


“Ios
Mortgage” means the first priority or (as the case may
be) preferred mortgage of the Ios Ship executed or (as the context may require)
to be executed by the Ios Borrower in favour of the Bank in such form as the
Bank may require in its sole discretion;


 


“Ios
Operating Account” means an interest bearing Dollar
account of the Ios Borrower opened or (as the context may require) to be opened
by the Ios Borrower with the Bank and includes any sub-accounts thereof and any
other account designated in writing by the Bank to be a Ios Operating Account
for the purposes of this Agreement;


 


“Ios
Pre-delivery Advances” means, together, the Ios First
Advance, the Ios Second Advance, the Ios Third Advance and the Ios Fourth
Advance and “Ios Pre-delivery Advance” means any of them;


 


“Ios
Pre-delivery Security Assignment” means the assignment
of the Ios Contract and the Ios Refund Guarantees executed or (as the context
may require) to be executed by the Ios Borrower in favour of the Bank in the
form set out in schedule 4;


 


11

















 


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


 


“Ios
Refund Guarantees” means, together, the letter of
guarantee no. LGD6600200700012 dated 8 June 2007 (as amended on 3 July 2007)
issued by Bank of Communications, Fuzhou Branch as Refund Guarantor in respect
of certain of the Builders obligations under the Ios Contract and any other
letters of guarantee to be issued by a Refund Guarantor in respect of the
Builder’s obligations under the Ios Contract, pursuant to the Ios Contract or
any agreement supplemental to the Ios Contract, and any extensions, renewals or
replacements to or of any such guarantee(s), in each case in form and substance
acceptable to the Bank in its sole discretion and “Ios Refund Guarantee”
means any of them;


 


“Ios
Second Advance” means
an Advance of up to $946,800 made or (as the context may require) to be made
available to the Borrowers for the purpose of financing in part the payment of
the second instalment of the Ios Contract Price falling due before the Delivery
Date for the Ios Ship as set out in schedule 3;


 


“Ios
Ship” means the 3,800 dwt (approximately) double-hull
oil product tanker currently known as Hull No. DN-3500-13, to be constructed
and sold by the Builder to the Ios Borrower pursuant to the Ios Contract and to
be registered on the Delivery Date for such Ship in the ownership of the Ios
Borrower through the relevant Registry under the laws and flag of the relevant
Flag State;


 


“Ios
Third  Advance” means an Advance of up to $946,800
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing in part the payment of the third instalment of the Ios
Contract Price falling due before the Delivery Date for the Ios Ship as set out
in schedule 3;


 


“Ios
Tranche” means a tranche of the Loan of up to
$7,512,000 to be drawn down in not more than five (5) Advances (being the Ios
Advances);


 


“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;


 


“LIBOR”
means, in relation to a particular period, the rate determined by the Bank to
be that at which deposits in Dollars and in an amount comparable with the
amount in relation to which LIBOR is to be determined and for a period equal to
the relevant period were being offered by the Bank to prime banks in the London
Interbank Market at or about 11:00 a.m. on the second Banking Day before the
first day of such period, provided that if the Borrowers shall at any time
enter into any Transaction(s) under the Master Swap Agreement, LIBOR shall
(during the period when any such Transaction(s) are effective and for an amount
equal to the notional amount of such Transaction(s)) be the rate for deposits
in Dollars for a period equivalent to such period at or about 11:00 a.m. on the
second Banking Day before the first day of such period as displayed on Reuters
page LIBOR 01 (British Bankers’ Association Interest Settlement Rates) (or such
other page as may replace such page LIBOR 01 on such system or on any other
system of the information vendor for the time being designated by the British
Bankers’ Association to calculate the BBA Interest Settlement Rate (as defined
in the British Bankers’ 


 


12

















 


Association’s
Recommended Terms and Conditions (“BBAIRS” terms)
dated August 1996) for Dollars);


 


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


 


“Management
Agreement” means:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Manager’s
Undertaking” means:


 


(a)                        in relation to the Andros Ship,
the Andros Manager’s Undertaking;


 


(b)                       in relation to the Dilos Ship,
the Dilos Manager’s Undertaking;


 


(c)                        in relation to the Ios Ship, the
Ios Manager’s Undertaking;


 


(d)                       in relation to the Sifnos Ship,
the Sifnos Manager’s Undertaking; or


 


(e)                        in relation to the Tinos Ship,
the Tinos Manager’s Undertaking;


 


and “Manager’s Undertakings”
means any or all of them;


 


“Margin”
means:


 


(a)                        subject to paragraph (b) below,
zero point nine per cent (0.9%) per annum; and


 


(b)                       in relation to each Tranche,
from the Drawdown Date of the Delivery Advance of such Tranche zero point eight
five per cent (0.85%) per annum;


 


“Master
Agreement Security Deed” means the security deed
executed or (as the context may require) to be executed by the Borrowers in
favour of the Bank in the form set out in schedule 7;


 


“Master
Swap Agreement” means the agreement made between the
Bank and the Borrowers dated as of 5 July 2007 comprising an ISDA Master
Agreement, a schedule thereto (each in the form set out in schedule 6 and any
Confirmations (as defined therein) supplemental thereto;


 


“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 (i) if the period started on the last Banking
Day in a calendar month or if 


 


13

















 


there is no
such numerically corresponding day, it shall end on the last Banking Day in
such next calendar month and (ii) 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 Andros Ship,
the Andros Mortgage;


 


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


 


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


 


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


 


(e)                        in relation to the Tinos Ship,
the Tinos 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 Bank pursuant to
clause 4.3 following the Total Loss of such Ship and (ii) the date on which all
moneys owing under the Security Documents have been repaid in full;


 


“Operating
Account” means:


 


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


 


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


 


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


 


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


 


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


 


and “Operating Accounts” 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;


 


“Permitted
Encumbrance” means any Encumbrance in favour of the
Bank created pursuant to the Security Documents, the First Mortgage Documents
and Permitted Liens;


 


“Permitted
Liens” means, in relation to each Ship, any lien on
that Ship for masters, officers 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
Bank) exceeding the relevant Casualty Amount;


 


14

















 


“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
Advances”:


 


(a)                        in relation to the Andros Ship
and the Andros Tranche, means the Andros Pre-delivery Advances;


 


(b)                       in relation to the Dilos Ship
and the Dilos Tranche, means the Dilos Pre-delivery Advances;


 


(c)                        in relation to the Ios Ship and
the Ios Tranche, means the Ios Pre-delivery Advances;


 


(d)                       in relation to the Sifnos Ship
and the Sifnos Tranche, means the Sifnos Pre-delivery Advances; or


 


(e)                        in relation to the Tinos Ship
and the Tinos Tranche, means the Tinos Pre-delivery Advances,


 


and “Pre-delivery Advance” means any of them;


 


“Pre-delivery
Security Assignment” means:


 


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


 


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


 


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


 


(d)                       in relation to the Sifnos Ship,
the Sifnos Pre-delivery Security Assignment; or


 


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


 


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


 


“Refund
Guarantee” means:


 


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


 


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


 


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


 


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


 


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


 


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


 


“Refund
Guarantee Assignment Consent and Acknowledgement”
means:


 


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


 


15

















 


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


 


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


 


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


 


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


 


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


 


“Refund
Guarantor” means Bank of Communications, Fuzhou Branch
of Fuzhou, People’s Republic of China and/or any other bank or financial
institution acceptable to the Bank in its sole discretion and appointed by the
Builder to issue a 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, any registrar, consul, commissioner or
representative of the relevant Flag State who is duly authorised and empowered
to register such Ship, the relevant Borrowers 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” means:


 


(a)                        of the Bank, means any
Subsidiary of the Bank, any company or other entity of which the Bank 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 the Borrowers, the Borrowers’ Related
Companies, the other Security Parties (other than the Builder 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;


 


16

















 


“Repayment
Dates” means,
in relation to each Tranche (and subject to clause 6.3), the First Repayment
Date in respect 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;


 


“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;


 


“Second
Advance”:


 


(a)                        in relation to the Andros Ship
and the Andros Tranche, means the Andros Second Advance;


 


(b)                       in relation to the Dilos Ship
and the Dilos Tranche, means the Dilos Second Advance;


 


(c)                        in relation to the Ios Ship and
the Ios Tranche, means the Ios Second Advance;


 


(d)                       in relation to the Sifnos Ship
and the Sifnos Tranche, means the Sifnos Second Advance; or


 


(e)                        in relation to the Tinos Ship
and the Tinos Tranche, means the Tinos Second Advance,


 


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


 


“Security
Documents” means this Agreement, the Master Swap
Agreement, the Master Agreement Security Deed, the Corporate Guarantee, the
Mortgages, the Deeds of Covenant, the Pre-delivery Security Assignments, the
Contract Assignment Consents and Acknowledgements, the Refund Guarantee
Assignment Consents and Acknowledgements, the Managers Undertakings and any
other agreement or document 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 of them or any other Security Party pursuant to this
Agreement and/or the Master Swap Agreement or any other Security Document
(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 Corporate Guarantor, the Manager, each Refund Guarantor and
the Builder or any other person who may at any time be a party to any of the
Security Documents (other than the Bank);


 


“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 Bank whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrowers and the
Bank) which is, at any relevant time, One hundred and twenty per cent (120%) of
the aggregate of (a) the Loan and (b) the cost (if any) (as certified by the
Bank whose certificate shall in the absence of manifest error be conclusive and
binding on the Borrowers and the Bank) of terminating any Transactions entered
into pursuant to the Master Swap Agreement;


 


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


 


17

















 


“Ships”
means, together, the Andros Ship, the Dilos Ship, the Ios Ship, the Sifnos Ship
and the Tinos Ship and


 


(a)                        in relation to the Andros
Borrower and/or the Andros Tranche (or any Advance thereof), means the Andros
Ship;


 


(b)                       in relation to the Dilos
Borrower and/or the Dilos Tranche (or any Advance thereof), means the Dilos
Ship;


 


(c)                        in relation to the Ios Borrower
and/or the Ios Tranche (or any Advance thereof), means the Ios Ship;


 


(d)                       in relation to the Sifnos
Borrower and/or the Sifnos Tranche (or any Advance thereof), means the Sifnos
Ship;


 


(e)                        in relation to the Tinos
Borrower and/or the Tinos Tranche (or any Advance thereof), means the Tinos
Ship,


 


and “Ship” means any of them;


 


“Ship
Security Documents”:


 


(a)                        in relation to the Andros Ship,
means the Andros Mortgage, the Andros Deed of Covenant and the Andros Managers
Undertaking;


 


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


 


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


 


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


 


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


 


“Sifnos
Advances” means, together, the Sifnos Pre-delivery
Advances and the Sifnos Delivery Advance and “Sifnos
Advance” means any of them;


 


“Sifnos
Borrower” means Sifnos Marine Inc. of 80 Broad Street,
Monrovia, Republic of Liberia and includes its successors in title;


 


“Sifnos
Contract” means the shipbuilding contract dated 25 May
2007, made between the Builder and the Sifnos Borrower, as may be further
amended, supplemented, varied, replaced or novated from time to time with the
prior written consent of the Bank, relating to the construction and sale by the
Builder, and the purchase by the Sifnos Borrower, of the Sifnos Ship;


 


“Sifnos
Contract Assignment Consent and Acknowledgement” means the acknowledgement of notice
of, and consent to, the assignment in respect of the Sifnos Contract to be
given by the Builder in the form scheduled to the Sifnos Pre-delivery Security
Assignment;


 


“Sifnos
Contract Price” means Seven million eight hundred and
ninety thousand Dollars ($7,890,000) or such other lesser sum in Dollars as may
be payable by the Sifnos Borrower to 


 


18

















 


the Builder
pursuant to the Sifnos Contract, as the purchase price for the Sifnos Ship
thereunder;


 


“Sifnos
Deed of Covenant” means the first priority deed of covenant and/or general
assignment collateral to the Sifnos Mortgage executed or (as the context may
require) to be executed by the Sifnos Borrower in favour of the Bank in such
form as the Bank may require in its sole discretion;


 


“Sifnos
Delivery Advance” means an Advance of up to $4,040,400 made or (as the context may
require) to be made available to the Borrowers for the purpose (a) financing in
part the final instalment of the Sifnos Contract Price falling due on the
Delivery Date for the Sifnos Ship and (b) (as to the balance) financing the
payment of any other part of the Total Construction Cost for the Sifnos Ship
previously paid by the Sifnos Borrower and not financed by this Agreement;


 


“Sifnos
First Advance” means an advance of up to $631,200
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing or refinancing in part the payment of the first
instalment of the Sifnos Contract Price falling due before the Delivery Date of
the Sifnos Ship as set out in schedule 3;


 


“Sifnos
Fourth Advance” means an Advance of up to $946,800
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing or refinancing in part the payment of the fourth
instalment of the Sifnos Contract Price falling due before the Delivery Date
for the Sifnos Ship as set out in schedule 3;


 


“Sifnos
Management Agreement” means the management agreement made
or (as the context may require) to be made between the Sifnos Borrower and the
Manager in a form previously approved in writing by the Bank providing (inter alia) for the Manager to manage the
Sifnos Ship;


 


“Sifnos
Managers Undertaking” means the first priority
undertaking and assignment in relation to the Sifnos Ship executed or (as the
context may require) to be executed by the Manager in favour of the Bank in
such form as the Bank may require in its sole discretion;


 


“Sifnos
Mortgage” means the first priority or (as the case may
be) preferred mortgage of the Sifnos Ship executed or (as the context may
require) to be executed by the Sifnos Borrower in favour of the Bank in such
form as the Bank may require in its sole discretion;


 


“Sifnos
Operating Account” means
an interest bearing Dollar account of the Sifnos Borrower opened or (as the
context may require) to be opened by the Sifnos Borrower with the Bank and
includes any sub-accounts thereof and any other account designated in writing
by the Bank to be a Sifnos Operating Account for the purposes of this
Agreement;


 


“Sifnos
Pre-delivery Advances” means, together, the Sifnos First Advance, the Sifnos Second
Advance, the Sifnos Third Advance and the Sifnos Fourth Advance and “Sifnos Pre-delivery Advance” means any of them;


 


“Sifnos
Pre-delivery
Security Assignment” means
the assignment of the Sifnos Contract and the Sifnos Refund Guarantees executed
or (as the context may require) to be executed by the Sifnos Borrower in favour
of the Bank in the form set out in schedule 4;


 


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


 


19

















 


“Sifnos
Refund Guarantees”
mean, together, the letter of guarantee no. LGD6600200700011 dated 8 June 2007
(as amended on 3 July 2007) issued by Bank of Communications, Fuzhou Branch as
Refund Guarantor in respect of certain of the Builders obligations under the
Sifnos Contract and any other letters of guarantee to be issued by a Refund
Guarantor in respect of the Builders obligations under the Sifnos Contract,
pursuant to the Sifnos Contract or any agreement supplemental to the Sifnos
Contract, and any extensions, renewals or replacements to or of any such
guarantee(s), in each case in form and substance acceptable to the Bank in its
sole discretion and “Sifnos Refund Guarantee”
means any of them;


 


“Sifnos
Second Advance” means an Advance of up to $946,800 made or (as the context may require)
to be made available to the Borrowers for the purpose of financing or
refinancing in part the payment of the second instalment of the Sifnos Contract
Price falling due before the Delivery Date for the Sifnos Ship as set out in
schedule 3;


 


“Sifnos
Ship” means
the 3,800 dwt (approximately) double-hull oil product tanker currently known as
Hull No. DN-3500-14, to be constructed and sold by the Builder to the Sifnos
Borrower pursuant to the Sifnos Contract and to be registered on the Delivery
Date for such Ship in the ownership of the Sifnos Borrower through the relevant
Registry under the laws and flag of the relevant Flag State;


 


“Sifnos
Third Advance” means an Advance of up to $946,800 made
or (as the context may require) to be made available to the Borrowers for the
purpose of financing or refinancing in full the payment of the third instalment
of the Sifnos Contract Price falling due before the Delivery Date for the
Sifnos Ship as set out in schedule 3;


 


“Sifnos
Tranche” means a tranche of the Loan of up to
$7,512,000 to be drawn down in not more than five (5) Advances (being the
Sifnos Advances);


 


“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;


 


“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:


 


(a)                        in relation to each Andros
Advance, 31 March 2009;


 


(b)                       in relation to each Dilos
Advance, 31 May 2009;


 


(c)                        in relation to each Ios Advance,
30 June 2009;


 


(d)                       in relation to each Sifnos
Advance, 31 July 2009; or


 


(e)                        in relation to each Tinos
Advance, 31 August 2009;


 


or, in each
such case, such later date as the Borrowers may request and the Bank may in its
absolute discretion consent to;


 


20

















 


“Third
Advance”:


 


(a)                        in relation to the Andros Ship
and the Andros Tranche, means the Andros Third Advance;


 


(b)                       in relation to the Dilos Ship
and the Dilos Tranche, means the Dilos Third Advance;


 


(c)                        in relation to the Ios Ship and
the Ios Tranche, means the Ios Third Advance;


 


(d)                       in relation to the Sifnos Ship
and the Sifnos Tranche, means the Sifnos Third Advance; or


 


(e)                        in relation to the Tinos Ship
and the Tinos Tranche, means the Tinos Third Advance,


 


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


 


“Tinos
Advances” means,
together, the Tinos Pre-delivery Advances and the Tinos Delivery Advance and “Tinos
Advance” means any of them;


 


“Tinos
Borrower” means Tinos Marine Inc. of 80 Broad Street,
Monrovia, Republic of Liberia and includes its successors in title;


 


“Tinos
Contract” means the shipbuilding contract dated 25 May
2007, made between the Builder and the Tinos Borrower, as may be further
amended, supplemented, varied, replaced or novated from time to time with the
prior written consent of the Bank, relating to the construction and sale by the
Builder, and the purchase by the Tinos Borrower, of the Tinos Ship;


 


“Tinos
Contract Assignment Consent and
Acknowledgement” means the acknowledgement of notice of, and consent
to, the assignment in respect of the Tinos Contract to be given by the Builder
in the form scheduled to the Tinos Pre-delivery Security Assignment;


 


“Tinos
Contract Price” means Seven million eight hundred and
ninety thousand Dollars ($7,890,000) or such other lesser sum in Dollars as may
be payable by the Tinos Borrower to the Builder pursuant to the Tinos Contract,
as the purchase price for the Tinos Ship thereunder;


 


“Tinos
Deed of Covenant” means the first priority deed of
covenant and/or general assignment collateral to the Tinos Mortgage executed or
(as the context may require) to be executed by the Tinos Borrower in favour of
the Bank in such form as the Bank may require in its sole discretion;


 


“Tinos
Delivery Advance” means an Advance of up to $4,040,400
made or (as the context may require) to be made available to the Borrowers for
the purpose of (a) financing in part the final instalment of the Tinos Contract
Price falling due on the Delivery Date for the Tinos Ship and (b) (as to the
balance) financing the payment of any other part of the Total Construction Cost
for the Tinos Ship previously paid by the Tinos Borrower and not financed by
this Agreement;


 


“Tinos
First Advance” means an Advance of up to $631,200 made
or (as the context may require) to be made available to the Borrowers for the
purpose of financing or refinancing in part the payment of the second
instalment of the Tinos Contract Price falling due before the Delivery Date for
the Tinos Ship as set out in schedule 3;


 


“Tinos
Fourth Advance” means an Advance of up to $946,800 made or (as the context may require)
to be made available to the Borrowers for the purpose of financing in part the
payment of the fourth instalment of the Tinos Contract Price falling due before
the Delivery Date for the Tinos Ship as set out in schedule 3;


 


“Tinos
Management Agreement” means the management agreement made or (as the context may
require) to be made between the Tinos Borrower and the Manager in a form
previously approved in writing by the Bank providing (inter alia) for the Manager to manage the Tinos Ship;


 


21

















 


“Tinos
Manager’s Undertaking” means the first priority undertaking and assignment in relation
to the Tinos Ship executed or (as the context may require) to be executed by
the Manager in favour of the Bank in such form as the Bank may require in its
sole discretion;


 


“Tinos
Mortgage” means
the first priority or (as the case may be) preferred mortgage of the Tinos Ship
executed or (as the context may require) to be executed by the Tinos Borrower
in favour of the Bank in such form as the Bank may require in its sole
discretion;


 


“Tinos
Operating Account” means
an interest bearing Dollar account of the Tinos Borrower opened or (as the
context may require) to be opened by the Tinos Borrower with the Bank and includes
any sub-accounts thereof and any other account designated in writing by the
Bank to be a Tinos Operating Account for the purposes of this Agreement;


 


“Tinos
Pre-delivery Advances”
means, together, the Tinos First Advance, the Tinos Second Advance, the Tinos
Third Advance and the Tinos Fourth Advance and “Tinos
Pre-delivery Advance” means any of them;


 


“Tinos
Pre-delivery Security Assignment” means the assignment
of the Tinos Contract and the Tinos Refund Guarantees executed or (as the
context may require) to be executed by the Tinos Borrower in favour of the Bank
in the form set out in schedule 4;


 


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


 


“Tinos
Refund Guarantees” means, together, the letter of
guarantee no. LGD6600200700015 dated 8 June 2007 (as amended on 3 July 2007)
issued by Bank of Communications, Fuzhou Branch as Refund Guarantor in respect
of certain of the Builders obligations under the Tinos Contract and any other
letters of guarantee to be issued by a Refund Guarantor in respect of the
Builders obligations under the Tinos Contract, pursuant to the Tinos Contract
or any agreement supplemental to the Tinos Contract, and any extensions,
renewals or replacements to or of any such guarantee(s), in each case in form
and substance acceptable to the Bank in its sole discretion and “Tinos Refund Guarantee” means any of them;


 


“Tinos
Second Advance” means an Advance of up to $946,800
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing or refinancing in part the payment of the second
instalment of the Tinos Contract Price falling due before the Delivery Date for
the Tinos Ship as set out in schedule 3;


 


“Tinos
Ship” means
the 3,800 dwt (approximately) double-hull oil product tanker currently known as
Hull No. DN-3500-15, to be constructed and sold by the Builder to the Tinos
Borrower pursuant to the Tinos Contract and to be registered on the Delivery
Date for such Ship in the ownership of the Tinos Borrower through the relevant
Registry under the laws and flag of the relevant Flag State;


 


“Tinos
Third  Advance” means an Advance of up to $946,800
made or (as the context may require) to be made available to the Borrowers for
the purpose of financing or refinancing in part the payment of the third
instalment of the Tinos Contract Price falling due before the Delivery Date for
the Tinos Ship as set out in schedule 3;


 


“Tinos
Tranche” means a tranche of the Loan of up to
$7,512,000 to be drawn down in not more than five (5) Advances (being the Tinos
Advances);


 


“Total
Construction Cost” means, in relation to each Ship:


 


22

















 


(a)                        the Contract Price for that
Ship; and


 


(b)                       additional expenditure in the
amount of up to $1,500,000 incurred or (as the context may require) to be
incurred by the Borrower owning that Ship in connection with the construction
and supervision of that Ship;


 


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


 


(a)                        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 Andros Ship,
the Andros Tranche;


 


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


 


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


 


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


 


(e)                        in relation to the Tinos Ship,
the Tinos Tranche,


 


and “Tranches” means any or all of them;


 


“Transaction”
means a Transaction as defined in the introductory paragraph of the Master Swap
Agreement;


 


“Transferee”
has the meaning ascribed thereto in clause 15.4; and


 


“Underlying
Documents” means, together, the Contracts, the Refund Guarantees
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 


 


23

















 


time being and
as amended in accordance with terms thereof, or, as the case may be, with the
agreement of the relevant parties;


 


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


 


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


 


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


 


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


 


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


 


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


 


2.                                                The Commitment and the Loan


 


2.1                                         Agreement to
lend


 


The Bank,
relying upon each of the representations and warranties in clause 7, agrees to
lend to the Borrowers, jointly and severally, upon and subject to the terms of
this Agreement, the principal sum of up to Thirty seven million five hundred
and sixty thousand Dollars ($37,560,000) in twenty five (25) Advances
comprising five (5) Tranches, namely, the Andros Tranche, the Dilos Tranche,
the Ios Tranche, the Sifnos Tranche and the Tinos Tranche.


 


2.2                                         Drawdown


 


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


 


2.3                                         Timing and limitations of Loan,
Tranches and Advances


 


2.3.1                                The aggregate amount of the Loan
shall not exceed the lower of (a) Thirty seven million five hundred and sixty
thousand Dollars ($37,560,000) and (b) eighty per cent (80%) of the aggregate
Total Construction Cost of all the Ships.


 


2.3.2                                The aggregate amount of all the
Advances for a Ship shall not exceed the lower of (a) Seven million five
hundred and twelve thousand Dollars ($7,512,000) and (b) eighty per cent (80%)
of the Total Construction Cost of the relevant Ship.


 


2.3.3                                The amount of each Pre-delivery
Advance shall be:


 


(a)                        in the case of each First Advance,
not more than $631,200;


 


24

















 


(b)                       in the case of each Second
Advance, not more than $946,800;


 


(c)                        in the case of each Third
Advance, not more than $946,800; and


 


(d)                       in the case of each Fourth
Advance, not more than $946,800.


 


2.3.4                                Each First Advance:


 


(a)                      shall be applied in or towards
payment to the Builder of part of the first instalment of the Contract Price
for the Ship relevant to such Advance;


 


(b)                     shall be made when the
instalment referred to in paragraph 2.3.4(a) above has become due and payable,
as specified in the third column of schedule 3 opposite the relevant First
Advance; and


 


(c)                      shall be paid by the Bank to the
Builder, unless the relevant Borrower has already paid such instalment to the
Builder when it was due, in which case the relevant First Advance shall be
advanced to the Borrowers.


 


2.3.5                                Each Second Advance:


 


(a)                      shall be applied in or towards
payment to the Builder of part of the second instalment of the Contract Price
for the Ship relevant to such Advance;


 


(b)                     shall be made
when the instalment referred to in paragraph 2.3.5(a) above has become due and
payable, as specified in the third column of schedule 3 opposite the relevant
Second Advance; and


 


(c)                      shall be paid by the Bank to the
Builder, unless the relevant Borrower has already paid such instalment to the
Builder when it was due, in which case the relevant Second Advance shall be
advanced to the Borrowers.


 


2.3.6                                Each Third Advance:


 


(a)                      shall be applied in or towards
payment to the Builder of part of the third instalment of the Contract Price
for the Ship relevant to such Advance;


 


(b)                     shall be made when the
instalment referred to in paragraph 2.3.6(a) above has become due and payable,
as specified in the third column of schedule 3 opposite the relevant Third
Advance; and


 


(c)                      shall be paid by the Bank to the
Builder, unless the relevant Borrower has already paid such instalment to the
Builder when it was due, in which case the relevant Third Advance shall be
advanced to the Borrowers.


 


2.3.7                                Each Fourth Advance:


 


(a)                      shall be applied in or towards
payment to the Builder of part of the fourth instalment of the Contract Price
for the Ship relevant to such Advance;


 


(b)                     shall be made when the
instalment referred to in paragraph 2.3.7(a) above has become due and payable,
as specified in the third column of schedule 3 opposite the relevant Fourth
Advance; and


 


25

















 


(c)                      shall be paid by the Bank to the
Builder, unless the relevant Borrower has already paid such instalment to the
Builder when it was due, in which case the relevant Fourth Advance (or part
thereof) shall be advanced to the Borrowers.


 


2.3.8                                Each Delivery Advance:


 


(a)                      shall not exceed the lower of:


 


(i)                         Four million forty thousand and
four hundred Dollars ($4,040,400);


 


(ii)                      the amount in Dollars which,
when added to the aggregate amount of the Pre-delivery Advances for the
relevant Ship actually drawn down, will produce a figure equal to eighty per
cent (80%) of the Total Construction Cost of that Ship;


 


(iii)                   the amount in Dollars which,
when added to the aggregate amount of the Pre-delivery Advances for the
relevant Ship actually drawn down, will produce a figure equal to eighty per
cent (80%) of the market value of that Ship determined in accordance with the
valuation of such Ship obtained pursuant to schedule 2, Part 6, paragraph 19;
and


 


(iv)                  the amount in Dollars which,
when added to the aggregate amount of the Pre-delivery Advances for the
relevant Ship actually drawn down, will produce a total figure of $7,512,000;


 


(b)                     shall be applied (i) first, in
or towards payment to the Builder of the final instalment of the Contract Price
for the Ship relevant to such Advance and (ii) secondly, as to its balance, in
financing of any part of the Total Construction Cost of the relevant Ship
previously paid by the relevant Borrower when it was due and not financed by
this Agreement;


 


(c)                      shall be made when the
instalment referred to in paragraph 2.3.8(b)(i) above has become due and
payable; and


 


(d)                     (except for the part of the
relevant Delivery Advance referred to in paragraph 2.3.8(b)(ii) above, which
shall be paid directly to the Borrowers) shall be paid by the Bank to the
Builder, unless the relevant Borrower has already paid such instalment to the
Builder when it was due, in which case the relevant Delivery Advance (or part
thereof) shall be advanced to the Borrowers.


 


2.4                                         Availability


 


Upon receipt
of a Drawdown Notice complying with the terms of this Agreement the Bank shall,
subject to the provisions of clause 9, on the date specified in the Drawdown
Notice make the relevant Advance available to the Borrowers in accordance with
clause 6.2. The Borrowers acknowledge that payment of any Advance (or part
thereof) to the Builder in accordance with clause 6.2 shall satisfy the
obligation of the Bank to lend that Advance to the Borrowers under this
Agreement.


 


2.5                                         Termination of Commitment


 


Any part of
the Commitment undrawn and uncancelled by the relevant Termination Date, shall
thereupon be automatically cancelled.


 


2.6                                         Application of proceeds


 


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


 


26

















 


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 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 Bank to be the aggregate of (a) the
Margin, (b) the Additional Cost and (c) LIBOR for such Interest Period.


 


3.2                                         Selection of Interest Periods


 


The Borrowers
may by notice received by the Bank not later than 10:00 a.m. on the second
Banking Day before the beginning of each Interest Period, specify whether such
Interest Period shall have a duration of one (1) month, two (2) months, (3)
months, six (6) months or twelve (12) months or such other period as the
Borrowers may select and the Bank may, in its absolute discretion, agree
Provided always that if, on any date upon which an Interest Period falls to be
selected by the Borrowers pursuant to this clause 3.2, a Transaction or
Transactions (which is/are effective or which shall become effective during the
relevant Interest Period) shall have been entered into between the Bank and the
Borrowers pursuant to the Master Swap Agreement, LIBOR shall, during the period
of any such Transaction(s) and for an amount equal to the notional amount of
such Transaction(s), be determined by reference to the rate for deposits in
Dollars displayed on Reuters page LIBOR 01 (British Bankers’ Association Settlement
Rates) in accordance with the proviso to the definition of LIBOR in clause 12
and, for the avoidance of doubt, LIBOR for that part of the Loan which exceeds
the notional amount of the Transaction(s) shall be determined by reference to
the rate for deposits in Dollars referred to in the definition of LIBOR in
clause 1.2 but excluding the proviso to such definition.


 


3.3                                         Determination of Interest
Periods


 


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


 


3.3.1                                  the initial Interest Period in
respect of each Advance shall commence on the Drawdown Date of such Advance and
each subsequent Interest Period in respect thereof shall commence on the last
day of the previous Interest Period for such Advance;


 


3.3.2                                  the initial 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, all drawn Advances of such Tranche 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


 


27

















 


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 Agreement), 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 Bank
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 six (6) months as selected by the Bank 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 Bank) of (a) one per cent (1%) per
annum, (b) the Margin, (c) the Additional Cost and (d) LIBOR for such period.
Such interest shall be due and payable on the last day of each such period as
determined by the Bank 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 Bank under clause 10.2.2 or a prepayment pursuant to
clauses 4.3, 8.2 or 12.1, on a date other than an Interest Payment Date
relating thereto, the first s t such period selected by the Bank 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 one per cent (1%) 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 Bank is unable to determine a rate in
accordance with the foregoing provisions of this clause 3.4, interest on any
sum not paid on its due date for payment shall be calculated at a rate
determined by the Bank to be one per cent (1%) per annum above the aggregate of
the Margin and the cost of funds (including Additional Cost) to the Bank.


 


3.5                                         Notification of Interest Periods
and interest rate


 


The Bank shall
notify the Borrowers promptly of the duration of each Interest Period and of
each rate of 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, the Bank shall have
determined (which determination shall, in the absence of manifest error, be
conclusive):


 


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


 


(b)                       that deposits in Dollars are not
available to the Bank in the London Interbank Market in the ordinary course of
business in sufficient amounts to fund the Loan for such Interest Period,


 


the Bank shall
forthwith give notice (a “Determination
Notice”) thereof to
the Borrowers. 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 Commitment shall not be borrowed until notice
to the contrary is given to the Borrowers by the Bank.


 


3.6.2                                 During
the period of ten (10) days after any Determination Notice has been given by
the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Substitute Basis”) for maintaining the Loan. The
Substitute Basis may (without limitation) include alternative interest periods,
alternative currencies or alternative rates of interest but shall include a
margin above 


 


28

















 


                                                         the
cost of funds, including Additional Cost, if any, to the Bank equivalent to the
Margin. Each 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 Bank 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


 


The Borrowers
shall repay each Tranche by forty (40) 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 repayment instalments
for each Tranche shall be One hundred and eighty seven thousand eight hundred
Dollars ($187,800). If the Commitment in respect of any Tranche or part thereof
is not drawn in full, the amount of the repayment instalments in respect of the
relevant Tranche shall be reduced proportionately.


 


4.2                                         Voluntary prepayment


 


The Borrowers
may prepay any Tranche in whole or part (being Two hundred thousand Dollars
($200,000) or any larger sum which is an integral multiple of Two hundred
thousand Dollars ($200,000)) on any Interest Payment Date relating to the part
of the Tranche to be prepaid, without premium or penalty.


 


4.3                                         Prepayment on Total Loss or
demand under Refund Guarantees


 


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 opinion of the Bank, may result in such Ship being subsequently
determined to be a Total Loss, before any Advance for such Ship is drawn down,
the obligation of the Bank to advance the Tranche (or part thereof) for such
Ship shall immediately cease and the Commitment shall be reduced accordingly.


 


4.3.2                                After first drawdown but prior
to Delivery


 


(a)                        On a Ship becoming a Total Loss
or suffering damage or being involved in an incident which, in the opinion of
the Bank, may result in such Ship being subsequently determined to be a Total
Loss, after any Advance for such Ship has been drawn down but prior to the
drawing of the Delivery Advance for such Ship, the obligation of the Bank to
advance any other Advance (or part thereof) for such Ship shall immediately
cease, the Commitment shall be reduced accordingly and the Borrowers shall
prepay the Pre-delivery Advances for such Ship in full.


 


(b)                       If a claim is made under any
Refund Guarantee and such claim is not paid within twenty (20) Banking Days of
it being made (whether or not such claim has been referred to the appropriate
courts pursuant to the relevant Refund Guarantee), then (a) the obligation of
the Bank to advance any other Advance (or any part thereof) for the Ship
relevant to such Refund Guarantee shall immediately cease and (b) forthwith on
the expiry of such twenty (20) day period the Borrowers shall prepay in full
the then outstanding Advances in respect of that Ship Provided however that if the relevant claim made under the
Contract to which such Refund Guarantee relates has been referred to
arbitration under the terms of such Contract, the time-limit (and the
corresponding prepayment obligation of the Borrowers) referred to in paragraph
(b) of this clause shall be extended to ninety (90) days of the claim under the
relevant Refund Guarantee being made.


 


29

















 


4.3.3                                Thereafter - Mortgaged Ships


 


On the date
falling one hundred and twenty (120) days after that on which a Mortgaged Ship
became a Total Loss or, if earlier, on the date upon which the insurance
proceeds in respect of such Total Loss are, or Requisition Compensation for
such Ship is, received by the relevant Borrower (or the Bank pursuant to the
Security Documents), the Borrowers shall prepay the Tranche for such Mortgaged
Ship in full.


 


4.3.4                                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 such Ship, on the date upon which the relevant requisition of
title or other compulsory acquisition 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.


 


4.4                                         Amounts payable on prepayment


 


Any prepayment
of all or part of the Loan under this Agreement shall be made together with
(a) accrued interest on the amount to be prepaid to the date of such
prepayment, (b) any additional amount payable under clauses 6.6 or 12.2
and (c) all other sums payable by the Borrowers to the Bank under this
Agreement or any of the other Security Documents including, without limitation,
any accrued commitment commission payable under clause 5.1.2 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 4.2 unless the Borrowers shall have given the Bank at least
fourteen (14) days’ notice of their intention to make such prepayment. Every
notice of prepayment shall be effective only on actual receipt by the Bank,
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 of the relevant Tranche under clause 4.1 in inverse order of their
due dates for payment.


 


30

















 


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


 


4.5.4                                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                                         Master Swap Agreement,
repayments and prepayments


 


4.6.1                                Notwithstanding any provision of
the Master Swap Agreement to the contrary, in the case of a prepayment of all
or part of the Loan (including, without limitation, following the occurrence of
a Total Loss in accordance with clause 4.3 or under clauses 8.2.1(a) or 12.1)
then, subject to clause 4.6.2, the Bank shall be entitled but not obliged (and,
where relevant, may do so without the consent of the Borrowers, where it would
otherwise be required whether under the Master Swap Agreement or otherwise) to
amend, supplement, cancel, net out, terminate, liquidate, transfer or assign
all or any part of the rights, benefits and obligations created by any
Transaction and/or the Master Swap Agreement and/or to obtain or re-establish
any hedge or related trading position in any manner and with any person the
Bank in its absolute discretion may determine and both the Bank’s and the
Borrowers’ continuing obligations under any Transaction and/or the Master Swap
Agreement shall, unless agreed otherwise by the Bank, be calculated so far as
the Bank considers it practicable by reference to the amended repayment
schedule for the Loan taking into account the fact that less than the full
amount of the Loan remains outstanding.


 


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


 


4.6.3                                The Borrowers shall on the first
written demand of the Bank indemnify the Bank in respect of all losses, costs
and expenses (including, but not limited to, legal costs and expenses) incurred
or sustained by the Bank as a consequence of or in relation to the effecting of
any matter or transactions referred to in this clause 4.6.


 


4.6.4                                Notwithstanding any provision of
the Master Swap Agreement to the contrary, if for any reason a Transaction has
been entered into but no Advance is drawn down under this Agreement then,
subject to clause 4.6.5, the Bank shall be entitled but not obliged (and, where
relevant, may do so without the consent of the Borrowers where it would
otherwise be required whether under the Master Swap Agreement or otherwise) to
amend, supplement, cancel, net out, terminate, liquidate, transfer or assign
all or any part of the rights, benefits and obligations created by such
Transaction and/or the Master Swap Agreement and/or to obtain or re-establish
any hedge or related trading position in any manner and with any person the
Bank in its absolute discretion may determine.


 


4.6.5                                If a Transaction has been
entered into but no Advance is drawn down under this Agreement and the Bank in
its absolute discretion agrees, following a written request of the Borrowers,
that the Borrowers may be permitted to maintain all or part of a Transaction,
the Borrowers shall, within ten (10) days of being notified by the Bank of such
requirement, provide the Bank with, or procure the provision to the Bank of,
such additional security as shall in the opinion of the Bank be adequate to
secure the performance of such Transaction, which additional security shall
take such form, be constituted by such documentation and be entered into
between such parties, as 


 


31

















 


the Bank in its
absolute discretion may approve or require, and each document comprising such
additional security shall constitute a Credit Support Document for the purposes
of the Master Swap Agreement and/or otherwise.


 


4.6.6                                Without prejudice to or
limitation of the obligations of the Borrowers under clause 4.6.3, in the event
that the Bank exercises any of its rights under clauses 4.6.1, 4.6.2, 4.6.4 or
4.6.5 and such exercise results in all or part of a Transaction being
terminated, such termination shall be treated under the Master Swap Agreement
in the same manner as if it were a Terminated Transaction (as defined in
section 14 of the Master Swap Agreement) effected by the Bank after an Event of
Default (as so defined in that section 14) by the Borrowers and, accordingly,
the Bank shall be permitted to recover from the Borrowers a payment for early
termination calculated in accordance with the provisions of section 6(e)(i) of
the Master Swap Agreement.


 


5.                                                Fees, commitment commission and
expenses


 


5.1                                         Fees


 


The Borrowers
shall pay to the Bank:


 


5.1.1                                on the date of this Agreement,
an arrangement fee of Ninety three thousand nine hundred Dollars ($93,900); and


 


5.1.2                                on each of the dates falling at
three (3) monthly intervals after the date of this Agreement until the earlier
of (i) the last day of the last Drawdown Period to elapse and (0) the Drawdown
Date of the last Delivery Advance to be drawn down, and on the earlier of such
two dates, commitment commission computed from the date of this Agreement (in
the case of the first payment of commission) and from the due date of the
preceding payment of commission (in the case of each subsequent payment) at the
rate of zero point two five per cent (0.25%) per annum on the daily undrawn
amount of the Commitment.


 


The fee
referred to in clause 5.1.1 and the commitment commission referred to in clause
5.1.2 shall be non-refundable and shall be payable by the Borrowers to the Bank
whether or not any part of the Commitment is ever advanced.


 


5.2                                         Expenses


 


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


 


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


 


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,
commitment commission 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. My value added tax chargeable in respect of any services
supplied by the Bank under this Agreement shall, on delivery of the value added
tax invoice, be paid in addition to any sum agreed to be paid hereunder.


 


32














 


5.4                                         Stamp and other duties


 


The Borrowers
shall pay all stamp, documentary, registration or other like duties or taxes
imposed on or in connection with any of the Underlying Documents, the Security
Documents or the Loan and shall indemnify the Bank 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 its obligations under this Agreement, the Bank
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 Bank and that it is reasonable for the Bank to be entitled to
receive payments from the Borrowers gross on the due date in order that the
Bank is put in a position to perform its matching obligations to the relevant
third parties. Accordingly, subject to paragraph (i) of Part 5 of the Schedule
to the Master Swap Agreement, 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 (except for charges or
expenses which shall be paid in the currency in which they are incurred) on the
due date (for value on the day on which payment is due) to the account of the
Bank at American Express Bank Limited, 23° Floor, American Express Tower, 200
Vesey Street, New York, NY 10285-2300, USA, Account Number 000261123 (with a
direct tested telex advice to the Bank) or to such other account of the Bank at
such bank and in such place as the Bank may from time to time specify for this
purpose.


 


6.2                                         Payment by the Bank


 


All sums to be
advanced by the Bank to the Borrowers under this Agreement in respect of the
Loan shall be remitted in Dollars on the Drawdown Date for the relevant Advance
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) day year.


 


6.5                                         Certificates conclusive


 


Any
certificate or determination of the Bank as to any rate of interest, rate of
exchange 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.


 


6.6                                         Grossing-up for Taxes


 


If at any time
the Borrowers are required to make any deduction or withholding in respect of
Taxes from any payment due under any of the Security Documents, the sum due
from the


 


33

















 


Borrowers in
respect of such payment shall be increased to the extent necessary to ensure
that, after the making of such deduction or withholding, the Bank 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 the Bank against any losses or costs incurred by
it by reason of any failure of the Borrowers 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 Bank any
receipts, certificates or other proof evidencing the amounts (if any) paid or
payable in respect of any deduction or withholding as aforesaid.


 


6.7                                         Loan account


 


The Bank shall
maintain, in accordance with its usual practice, an account or accounts
evidencing the amounts from time to time lent by, owing and paid to, it under
the Security Documents. Such account shall be the “account current” referred to
in any Mortgage which shall be in a statutory form. Such 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.


 


7.                                                Representations and warranties


 


7.1                                         Continuing representations and
warranties


 


The Borrowers
jointly and severally represent and warrant to the Bank that:


 


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 their respective countries
of incorporation as Liberian corporations (in case of the Borrowers) or as
Marshall Islands corporations (in the case of the Corporate Guarantor and the
Manager) or as companies with limited liability (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
Borrower’s Security Documents and the Underlying Documents to which it is or is
to be a party and to borrow the Commitment and each of the other Security
Parties has power to execute and deliver and perform its obligations under the
Security Documents and the Underlying Documents to which it is or is to be a
party; all necessary corporate, shareholder and other action has been taken to
authorise the execution, delivery and performance of the same and no limitation
on the powers of 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


 


34

















 


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 other Security Party to create any Encumbrance (other than a Permitted
Encumbrance) on any of the undertakings, assets, rights or revenues of the
Borrowers 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 any of the officers
of the Borrowers, threatened against any of the Borrowers 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 through the Registry, it is not necessary to
ensure the legality, validity, enforceability or admissibility in evidence of
any of the Security Documents or any of the Underlying 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 Security Documents and the Underlying
Documents and each of the Security Documents and the Underlying 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), the choice of the law of the relevant Flag State to
govern each Mortgage, and the submissions by the Security Parties to the
non-exclusive jurisdiction of the English courts, are valid and binding;


 


7.1.8                                No immunity


 


none of 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                                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 the Security Documents or the performance by each
Security Party of its obligations under the Underlying Documents and the
Security Documents has been obtained or made and is in full force and effect
and there has been no default in the observance of any of the conditions or
restrictions (if any) imposed in, or in connection with, any of the same; and


 


7.1.10                          Shareholdings


 


each of the
Borrowers and the Manager are wholly-owned direct or indirect Subsidiaries of
the Corporate Guarantor and no less than 35% of the total issued and voting
share capital of the Corporate Guarantor is ultimately beneficially owned by Mr.
Dimitrios Melissanidis.


 


35

















 


7.2             Initial representations and
warranties


 


The Borrowers
jointly and severally further represent and warrant to the Bank that:


 


7.2.1                                Pari passu


 


the
obligations of each Borrower under this Agreement and the Master Swap Agreement
are direct, general and unconditional obligations of such Borrower and rank at
least pari passu with all other present and future unsecured and unsubordinated
Indebtedness of such Borrower (with the exception of any obligations which are
mandatorily preferred by law and not by contract);


 


7.2.2                                No default under other
Indebtedness


 


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 the Master Swap Agreement or any other agreement relating to
Indebtedness to which it is a party or by which it may be bound;


 


7.2.3                                Information


 


the
information, exhibits and reports furnished by any Security Party to the Bank
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 fads 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 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 any of its
obligations upon the performance or observance of which depend the continued
liability of any Refund Guarantor in accordance with the terms of any Refund
Guarantee relating to such 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 Contract or any Refund Guarantee
relating to such Borrower’s 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
be on the Drawdown Date of the Delivery Advance relevant to such Ship:


 


36

















 


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


 


(b)                       registered in the name of the
relevant Borrower through 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 be, on the Drawdown Date of the relevant Delivery Advance,
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 Bank and, on or
before the Drawdown Date of the Delivery Advance relevant to a Ship, there will
not be any agreement or arrangement whereby the Earnings of that Ship may be
shared with any other person;


 


7.2.10                          Freedom from Encumbrances


 


no Ship, nor
its Earnings, Insurances or Requisition Compensation nor its Operating Account
nor any other properties or rights which are, or are to be, the subject of any
of the Security Documents relating to that Ship nor any part thereof will be,
on the Drawdown Date of the Delivery Advance relevant to such Ship, subject to
any Encumbrance (other than 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 Bank:


 


(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 Environments] Claim that the Borrowers or any of them 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 Bank, 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;


 


37

















 


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 Bank, 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 any of the 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 of the Borrowers or the
Manager or the Corporate Guarantor or any other Relevant Party or the
consolidated financial position of the Group from that described by the
Borrowers to the Bank in the negotiation of this Agreement;


 


7.2.15                          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;


 


7.2.16                          Copies true and complete -
commissions


 


(a)                        the copies of each of the
Underlying Documents (other than the Refund Guarantees) delivered or to be
delivered to the Bank pursuant to clause 9.1 are, or will when delivered be,
true and complete copies of such documents; each of such document constitutes
valid and binding obligations of the parties thereto enforceable in accordance
with its terms and there will have been no amendments or variations thereof or
defaults thereunder; and


 


(b)                       there are no address or other
commissions payable to any of the Borrowers or any other Relevant Party on
account of any of the Contracts, except as disclosed in writing by or on behalf
of the Borrowers or any other Security Party to the Bank prior to the date of
this Agreement;


 


7.2.17                          Refund Guarantees


 


the original
executed copy of each Refund Guarantee delivered or to be delivered to the Bank
pursuant to clause 9 is, or will when delivered be, a true and complete original
of such document; each such document will, when delivered, constitute valid and
binding obligations of the relevant Refund Guarantor enforceable in accordance
with its terms and there will have been no amendments or variations thereof or
defaults thereunder; and


 


7.2.18                          Application for DOC and SMC


 


the Operator
maintains a DOC for itself and, on the Drawdown Date of the Delivery Advance
for a Ship, it will have applied, for an SMC in respect of such Ship, and
neither the Borrowers nor the Operator is aware of any reason why any such
application may be refused.


 


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 the


 


38

















 


Bank that the
then latest audited financial statements delivered by the Borrowers to the Bank
(if any) have been prepared in accordance with generally accepted international
accounting principles and practices which have been consistently applied and
present fairly and accurately the financial position of the Borrowers as at the
end of the financial period to which the same relate and the results of the
operations of the Borrowers for the financial period to which the same relate,
and, as at the end of such financial period, none of the Borrowers 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.


 


8.                                                Undertakings


 


8.1                                         General


 


The Borrowers
jointly and severally undertake with the Bank 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 Commitment remains outstanding, each
Borrower will:


 


8.1.1                                Notice of Default


 


(a)                        promptly inform the Bank 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 and, without limiting the generality of the
foregoing, will inform the Bank of any Default forthwith upon becoming aware
thereof and will from time to time, if so requested by the Bank, confirm to the
Bank in writing that, save as otherwise stated in such confirmation, no Default
has occurred and is continuing; and


 


(b)                       promptly inform the Bank 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 any Refund
Guarantee relating to such Ship, which might reduce or release any of the
obligations of the Builder under such Contract 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 purpose specified in
clauses 1.1 and 2.3;


 


8.1.4                                Pari passu


 


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


 


39

















 


8.1.5                                Financial statements


 


prepare or
cause to be prepared financial statements of each of the Borrowers in
accordance with generally accepted international accounting principles and
practices consistently applied in respect of each financial year and cause the
same to be reported on by their respective auditors and prepare or cause to be
prepared unaudited financial statements of each of the Borrowers in respect of
each financial half year on the same basis as the annual statements and deliver
to the Bank as many copies of the same as the Bank may reasonably require as
soon as practicable but not later than one hundred and eighty (180) days (in
the case of audited financial statements) and thirty (30) days (in the case of
unaudited financial statements) after the end of the financial period to which
they relate;


 


8.1.6                                Delivery of reports


 


deliver to the
Bank as many copies as the Bank may reasonably require of every report,
circular, notice or like document issued by the Borrowers, the Corporate
Guarantor, the Manager, any of their respective Related Companies or any other
member of the Group to their shareholders or creditors generally, in each case
at the time of issue thereof;


 


8.1.7                                Provision of further information


 


provide the
Bank with such financial and other information concerning the Group, the
Borrowers, the other Security Parties, the other Relevant Parties and their
respective affairs, at the earliest possible opportunity and in any event at
regular intervals of not more than three (3) months and at all other times as
the Bank may from time to time require, including, without limitation, any
management information, information relating to the Builder and the
construction of the Ships, information relating to the position, trading and/or
employment of the Ships and any actual or proposed purchase of vessels by any
member of the Group, copies of all documents required of the Corporate
Guarantor to file with the Securities and Exchange Commission of the U.S.A. or
pursuant to the Sarbanes-Oxley Act of the U.S.A. and any other documents or
information as may be reasonably required by the Bank;


 


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;


 


8.1.9                                Compliance with Code


 


and will
procure that any Operator will, comply with, and ensure that each Ship and any
Operator at all times 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 Bank if there is any
threatened or actual withdrawal of such Operators DOC or the SMC in respect of
any Ship;


 


8.1.11                          Issuance of DOC and SMC


 


and will
procure that any Operator will, promptly inform the Bank upon the issuance to
any Operator of a DOC and to each Ship 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;


 


40

















 


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 for a Ship and at all times thereafter, maintain a valid and
current ISSC in respect of that Ship;


 


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


 


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


 


8.1.13                          “KYC” requirements


 


deliver to the
Bank such documents and evidence as the Bank shall from time to time require,
based on applicable law and regulations and the Bank’s own internal guidelines
from time to time, in each case, relating to the verification of identity and
knowledge of the Bank’s customers.


 


8.2                                         Security value maintenance


 


8.2.1                                Security shortfall


 


If, at any
time after the Drawdown Date of the first Delivery Advance to be drawn down,
the Security Value shall be less than the Security Requirement, the Bank may
give notice to the Borrowers requiring that such deficiency be remedied and
then the Borrowers shall at its discretion either:


 


(a)                        prepay within a period of
fourteen (14) days of the date of receipt by the Borrowers of the Bank’s said
notice such sum in Dollars as will result in the Security Requirement after
such prepayment (taking into account any other repayment made in accordance
with clause 4.1 between the date of the notice and the date of such prepayment)
being at least equal to the Security Value; or


 


(b)                       within fourteen (14) days of the
date of receipt by the Borrowers of the Bank’s said notice constitute to the
satisfaction of the Bank such further security for the Loan as shall be
acceptable to the Bank having a value for security purposes (as determined by
the Bank in its 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 made under clause 8.2.1(a).


 


8.2.2                                Valuation of Mortgaged Ships


 


Each Mortgaged
Ship shall, for the purposes of this clause 8.2, be valued in Dollars as and
when the Bank shall require by an independent firm of shipbrokers nominated by
the Borrowers and approved by the Bank in its sole discretion or, failing such
nomination or approval, appointed by the Bank in its sole discretion. Each such
valuation of a Mortgaged Ship shall be addressed to the Bank and made without,
unless required by the Bank, 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 and without taking into account the
benefit of any charterparty or other engagement concerning the relevant
Mortgaged Ship. Such valuation shall constitute the value of such Mortgaged
Ship for the purposes of this clause 8.2 unless the Bank objects to the
valuation of the relevant Mortgaged Ship provided by the shipbroker nominated
by the Borrowers within seven (7) days of receipt of such valuation, in which
event the value of such Mortgaged Ship shall be the mean of the value specified
in such valuation and the value


 


41

















 


specified in a
further valuation issued by an independent firm of shipbrokers appointed by the
Bank and made on the same basis as specified above.


 


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


 


8.2.3                                Information


 


The Borrowers
jointly and severally undertake to the Bank to supply to the Bank and to any
such shipbrokers such information concerning each Mortgaged Ship and its
condition as such shipbrokers may reasonably require for the purpose of making
any such valuation.


 


8.2.4                                Costs


 


All costs in
connection with the Bank obtaining any valuation of each of the Mortgaged Ships
referred to in clause 8.2.2 and in schedule 2, Part 6, paragraph 19, 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 Bank shall be determined by the Bank in its
absolute discretion without any necessity for the Bank assigning any reason
thereto.


 


8.2.6                                Documents and evidence


 


In connection
with any additional security provided in accordance with this clause 8.2, the
Bank shall be entitled to receive such evidence and documents of the kind
referred to in schedule 2 as may in the Bank’s opinion be appropriate and such
favourable legal opinions as the Bank shall in its absolute discretion require.


 


8.3                                         Negative undertakings


 


The Borrowers
jointly and severally undertake with the Bank 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 Commitment remains outstanding, they will not,
without the prior written consent of the Bank:


 


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 (including, but not limited to, the
Borrowers’ rights against the Bank under any Transactions and/or the Master
Swap Agreement or all or any part of the Borrowers’ interest in any amount
payable to the Borrowers by the Bank under any Transactions and/or the Master
Swap Agreement) in order to secure or prefer any present or future Indebtedness
or other liability or obligation of the Borrowers or any of them or any
Security Party or any other person;


 


8.3.2                                No merger


 


merge or
consolidate with any other person or enter into any demerger, amalgamation,
corporate reconstruction or redomiciliation of any type;


 


42

















 


8.3.3                                Disposals


 


sell,
transfer, abandon, lend or otherwise dispose of or cease to exercise direct
control over any part (being either alone or when aggregated with all other
disposals falling to be taken into account pursuant to this clause 8.3.3 material
in the opinion of the Bank in relation to the undertaking, assets, rights and
revenues of the relevant Borrower taken as a whole) of their respective 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;


 


8.3.4                                Other business


 


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


 


8.3.5                                Acquisitions


 


acquire any
further assets other than the Ships and rights arising under contracts entered
into by or on behalf of the relevant Borrower in the ordinary course of its
business 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
Indebtedness except for Indebtedness pursuant to the Security Documents;


 


8.3.8                                Repayment of borrowings


 


repay the
principal of, or pay interest on or any other sum in connection with any of
their Indebtedness except for Indebtedness 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 pursuant to the
Security Documents and except for guarantees or indemnities from time to time
required in the ordinary course by any protection and indemnity or war risks
association with which a Ship is entered, guarantees required to procure the
release of a Ship from any arrest, detention, attachment or levy or guarantees
or undertakings required for the salvage of a 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 the Borrowers to any person (other than the Bank) 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,


 


43

















 


guarantees
required to procure the release of a Ship from any arrest, detention,
attachment or levy or guarantees or undertakings required for the salvage of a
Ship);


 


8.3.12                          Share capital and distribution


 


purchase or
otherwise acquire for value any shares of their capital or distribute any of
their other present or future assets, undertakings, rights or revenues to any
of their shareholders or, following an Event of Default or if an Event of
Default is likely to occur as a result thereof, declare or pay any dividends;


 


8.3.13                          Subsidiaries


 


form or
acquire any Subsidiaries;


 


8.3.14                          Manager


 


appoint any
manager of any of the Ships other than the Manager or terminate or amend the
terms of any of the Management Agreements; or


 


8.3.15                          Shareholdings


 


(a)                        change, cause or permit any
change in, the legal and/or ultimate beneficial ownership of any of the shares
in the Corporate Guarantor which would result in Mr. Dimitrios Melissanidis
being the ultimate beneficial owner of less than 35% of the total issued voting
share capital of the Corporate Guarantor; or


 


(b)                       change, cause or permit any
change in, the legal and/or beneficial ownership of any of the shares in any
Borrower or the Manager which would result in any such Security Party ceasing
to be a wholly-owned direct or indirect Subsidiary of the Corporate Guarantor.


 


8.4                                         Pre-delivery positive
undertakings


 


The Borrowers
hereby jointly and severally undertake and agree with the Bank 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 Bank, execute,
forthwith upon request by the Bank, such form of conveyance of such Ship as the
Bank may require;


 


8.4.2                                Flag State


 


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


 


8.4.3                                Mortgage


 


immediately
upon Delivery of each Ship procure that the relevant Borrower shall execute,
and procure the registration of, the Mortgage over such Ship under the laws and
flag of the relevant Flag State and provide all other documents and evidence as
specified in Part 6 of schedule 2 in respect of such Ship.


 


44

















 


8.5                                         Pre-delivery negative
undertaking


 


The Borrowers
hereby jointly and severally further undertake and agree with the Bank that
they will not, without the prior written consent of the Bank (and then only
subject to such conditions as the Bank 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


 


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                                Commitment


 


The obligation
of the Bank to make the Commitment available shall be subject to the condition
that the Bank 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 2, in form and substance
satisfactory to the Bank.


 


9.1.2                                First Advances


 


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


 


9.1.3                                Second Advances


 


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


 


9.1.4                                Third Advances


 


The obligation
of the Bank to make available the Third Advance in respect of any Ship shall be
subject to the condition that the Bank or its duly authorised representative
shall have received, on or prior to the drawdown of the relevant Third Advance,
the relevant documents and evidence specified in Part 4 of schedule 2 in
respect of such Ship, in form and substance satisfactory to the Bank.


 


9.1.5                                Fourth Advances


 


The obligation
of the Bank to make available the Fourth Advance in respect of any Ship shall
be subject to the conduction that the Bank or its duly authorised respective
shall have received, on or prior to the drawdown of the relevant Fourth
Advance, the documents and evidence specified in Part 5 of schedule 2 in
respect of such Ship, in form and substance satisfactory to the Bank.


 


45

















 


9.1.6                                Delivery Advances


 


The obligation
of the Bank to make available the Delivery Advance in respect of any Ship shall
be subject to the condition that the Bank or its duly authorised representative
shall have received, on or prior to the drawdown of the relevant Delivery
Advance, the documents and evidence specified in Part 6 of schedule 2 in
respect of such Ship, in form and substance satisfactory to the Bank.


 


9.2                                         General conditions precedent


 


The obligation
of the Bank to make any Advance available shall be subject to the further
conditions that, at the time of the giving of the Drawdown Notice in respect of
the relevant Advance and at the time of the making of the relevant Advance:


 


9.2.1                                  the representations and
warranties contained in (i) clauses 7.1, 7.2 and 7.3(b) and (ii) clause 4 of
the 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 such Advance.


 


9.3                                         Waiver of conditions precedent


 


The conditions
specified in this clause 9 are inserted solely for the benefit of the Bank and
may be waived by the Bank 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 Bank may
request and the Borrowers shall, not later than two (2) Banking Days prior to
such date, deliver to the Bank on such request further favourable certificates
and/or opinions as to any or all of the matters which are the subject of
clauses 7, 8, 9 and 10 of this Agreement.


 


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 or the Underlying 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 Agreement:  (i) an Event of Default or Potential
Event of Default (in each case as defined in the Master Swap Agreement) has
occurred and is continuing under the Master Swap Agreement or (ii) an
Early Termination Date (as defined in the Master Swap Agreement) has occurred
or been effectively designated under the Master Swap Agreement or (iii) a
person entitled to do so gives notice of an Early Termination Date (as defined
in the Master Swap Agreement) under section 6(b)(iv) of the Master Swap
Agreement or (iv) the Master Swap Agreement is terminated, cancelled,
suspended, rescinded or revoked or otherwise ceases to remain in full force and
effect for any reason; or


 


46

















 


10.1.3                          Breach of Insurance and
certain other obligations:  any of the Borrowers or the
Manager fails to obtain and/or maintain the Insurances (in accordance with the
requirements of the Security Documents) for any of the Ships or if any insurer
in respect of such Insurances cancels any of such Insurances or disclaims
liability by reason, in either case, of mis-statement in any proposal for any
of such Insurances or for any other failure or default on the part of the
Borrowers or any of them or any other person or the Borrowers or the Corporate
Guarantor commit any breach of or omit to observe any of the obligations or
undertakings expressed to be assumed by them under clauses 8.2, 8.3, 8.4 or 8.5
of this Agreement or clauses 5.1.5 or 5.2 of the Corporate Guarantee, respectively;
or


 


10.1.4                          Breach of other
obligations:  any Security Party commits any
breach of or omits to observe any of its obligations or undertakings expressed
to be assumed by it under any of the Security Documents or any of the
Underlying 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 Bank is capable of remedy, such action as the Bank may require
shall not have been taken within fourteen (14) days of the Bank 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 or any of the Underlying Documents is or proves
to have been incorrect or misleading in any material respect; or


 


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


 


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


 


10.1.8                          Insolvency:  any
Relevant Party 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 Relevant Party
for the purpose of passing any resolution to purchase or reduce its share
capital or to redeem any of its shares; 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 Relevant
Party or an order is made or resolution passed for the winding up of any
Relevant Party or a notice is issued convening a meeting for the purpose of
passing any such resolution; or


 


47

















 


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


 


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


 


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


 


10.1.14                    Analogous
proceedings:  there occurs, in relation to any
Relevant Party, in any country or territory in which any of them carries on
business or to the jurisdiction of whose courts any part of their assets is
subject, any event which, in the reasonable opinion of the Bank, 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 Relevant Party otherwise becomes subject, in any such country or territory,
to the operation of any law relating to insolvency, bankruptcy or liquidation;
or


 


10.1.15                    Cessation of
business:  any Relevant Party 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 Relevant Party 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 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 shall at any time and for any reason be contested by any
Security Party which is a party thereto, or if any such Security Party shall
deny that it has any, or any further, liability thereunder; or


 


10.1.18                    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 the Bank 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 reasonable opinion of the
Bank, a material adverse change in the financial condition of any Security
Party or the Group by reference to the financial position of that Security
Party or the Group as described by or on behalf of the Borrowers or any
Security Party to the Bank 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


 


48

















 


taken from the
possession of the relevant Borrower and such Borrower shall fail to procure the
release of such Ship within a period of two (2) 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 Bank or if such registration of any Ship is not
renewed at least forty five (45) days prior to the expiry of such registration;
or


 


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


 


10.1.25                    Environment:  any of the Borrowers 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
Borrowers and/or any other Relevant Party and/or any of their respective
Environmental Affiliates or any Ship or any other Relevant Ship is involved in
any incident which gives rise or may give rise to an Environmental Claim if, in
any such case, such non-compliance or incident or the consequences thereof
could, in the opinion of the Bank reasonably be expected to have a material
adverse effect on the business, assets, operations, property or financial
condition of any of the Borrowers or the Corporate Guarantor or any other
Security Party or on the security constituted by any of the Security Documents;
or


 


10.1.26                    P&I:  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 in the Corporate
Guarantor which results in Mr. Dimitrios Melissanidis being the ultimate
beneficial owner of less than 35% of the total issued voting share capital of
the Corporate Guarantor; or


 


(b)                       there is any change in the legal
and/or beneficial ownership of any of the shares in any Borrower or the Manager
which results in any such Security Party ceasing to be a wholly-owned direct or
indirect Subsidiary of the Corporate Guarantor; or


 


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


 


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


 


10.1.30                    Non-delivery of Ships:  any Ship is not delivered to, and accepted by,
the relevant Borrower under the relevant Contract or the Delivery Advance for
any 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


 


49

















 


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


 


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


 


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                    Material events:  any other event occurs or circumstance arises
which, in the reasonable opinion of the Bank, 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 (ii) the security created by any of the Security Documents.


 


10.2                                  Acceleration


 


The Bank may,
without prejudice to any other rights of the Bank, at any time after the
happening of an Event of Default by notice to the Borrowers declare that:


 


10.2.1                          the obligation of the Bank to
make the Commitment available shall be terminated, whereupon the 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 Bank declares the Loan to be due and payable on demand,
the Bank may 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 and commitment
commission accrued and all other sums payable under this Agreement or (b)
withdraw such declaration with effect from the date specified in such notice.


 


11.                                         Indemnities


 


11.1                                  Miscellaneous indemnities


 


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


 


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


 


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 or 12.1 or any
other repayment or prepayment of a Tranche or part thereof being made


 


50

















 


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 Bank) after the Drawdown Notice in relation
thereto has been given,


 


including, in
any such case, but not limited to, any loss or expense sustained or incurred in
maintaining or funding a Tranche or any part thereof or in liquidating or
re-employing deposits from third parties acquired to effect or maintain a
Tranche or any part thereof.


 


11.2                                  Currency indemnity


 


If any sum due
from 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 the Bank 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 Bank may in the ordinary course of business purchase the first
currency with the second currency upon receipt of a sum paid to it in
satisfaction, in whole or in part, of any such 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 the Bank on demand and hold the Bank 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 the Bank 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 the Bank if such Environmental Claim would not have been, or been
capable of being, made or asserted against the Bank 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.


 


12.                                         Unlawfulness and increased costs


 


12.1                                  Unlawfulness


 


If it is or
becomes contrary to any law or regulation for the Bank to make any Advance or
to maintain the Commitment or fund the Loan, the Bank shall promptly give
notice to the Borrowers whereupon (a) the Commitment shall be reduced to zero
and (b) the Borrowers shall be obliged to prepay the Loan 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 and
commitment commission accrued to the date of prepayment and all other sums
payable by the Borrowers under this Agreement and/or the Master Swap Agreement.


 


51

















 


12.2                                  Increased costs


 


If the result
of any change in, or in the interpretation or application of, or the
introduction of, any law or any regulation, request or requirement (whether or
not having the force of law, but, if not having the force of law, with which
the 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 the Bank to Taxes or
change the basis of Taxation of the 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 the 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, the Bank or its holding company in making or keeping the
Commitment available or maintaining or funding all or part of the Loan; and/or


 


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


 


12.2.4                          reduce the 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 the Bank’s
obligations under any of the Security Documents; and/or


 


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


 


12.2.6                          require the 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 the Commitment or
the Loan from its capital for regulatory purposes,


 


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


 


(a)                        the 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
pay to the Bank the amount which the Bank specifies (in a certificate and
supporting documents setting forth and evidencing the basis of the computation
of such amount but not including any matters which the Bank or its holding
company regards as confidential) is required to compensate the Bank and/or (as
the case may be) its holding company for such liability to Taxes, cost,
reduction, payment, foregone return or loss.


 


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


 


12.3                                  Exception


 


Nothing in
clause 12.2 shall entitle the 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 (a) to the extent that the same is
taken into account in calculating the Additional Cost or (b) to the extent that
the same is the subject of an additional payment under clause 6.6.


 


52

















 


13.                                         Security and set-off


 


13.1                                  Application of moneys


 


All moneys
received by the Bank 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 by the Bank in the following manner:


 


13.1.1                          first, in or towards payment of
all unpaid costs, expenses, fees and commitment commission which may be owing
to the Bank under any of the Security Documents;


 


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


 


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


 


13.1.4                          fourthly, in or towards payment
to the 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;


 


13.1.5                          fifthly, in or towards payment
to the Bank of any sum owing under the Master Swap Agreement;


 


13.1.6                          sixthly, in or towards payment
to the Bank of any other sums owing to it under any of the Security Documents;
and


 


13.1.7                          seventhly, 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 the Bank
(without prejudice to any of the Bank’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 the Bank in or towards
satisfaction of any sum due and payable from the Borrowers or any of them to
the Bank under any of the Security Documents. For this purpose, the Bank is
authorised to purchase with the moneys standing to the credit of such account
such other currencies as may be necessary to effect such application.


 


13.2.2                          Without prejudice to its rights
hereunder and/or under the Master Swap Agreement, the Bank may at the same time
as, or at any time after, any Default under this Agreement or the Borrowers’
default under the Master Swap Agreement, set-off any amount due now or in the
future from the Borrowers or any of them to the Bank under this Agreement
against any amount due from the Bank to the Borrowers or any of them under the
Master Swap Agreement and apply the first amount in discharging the second
amount. The effect of any set-off under this sub-clause 13.2.2 shall be
effective to extinguish or, as the case may require, reduce the liabilities of
the Bank under the Master Swap Agreement.


 


13.2.3                          The Bank shall not be obliged to
exercise any right given to it by this clause 13.2. The Bank shall notify the
Borrowers forthwith upon the exercise or purported exercise of any right of
set-off giving full details in relation thereto.


 


13.3                                  Further assurance


 


The Borrowers
jointly and severally undertake with the Bank 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


 


53

















 


and rights of
the Bank enforceable in accordance with their respective terms and that it
will, at its expense, execute, sign, perfect and do, and will procure the
execution, signing, perfecting and doing by each of the other Security Parties
of, any and every such further assurance, document, act or thing as in the
reasonable opinion of the Bank may be necessary or desirable for perfecting the
security contemplated or constituted by the Security Documents.


 


13.4                                  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 the Bank that they will:


 


14.1.1                          on or before the date of this
Agreement, 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 Borrowers Ship shall,
unless and until the Bank directs to the contrary pursuant to the provisions of
the relevant Deed of Covenant, be paid to the Operating Account for such Ship,
Provided however that if any of the moneys paid to the relevant Operating
Account are payable in a currency other than Dollars, the Bank shall (and each
Borrower in respect of its Operating Account hereby irrevocably instructs the
Bank to) convert such moneys into Dollars at the 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
Bank 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 Bank shall direct to the
contrary, each Borrower may withdraw moneys from its Operating Account for the
following purposes:


 


14.2.1                          to pay any unpaid costs,
expenses, fees and commitment commission which may be owing to the Bank under
any of the Security Documents;


 


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


 


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


 


14.2.4                          to pay the proper and reasonable
expenses of administering its affairs; and


 


14.2.5                          to make as other payment not
expressly prohibited by the terms of this Agreement or any other Security
Document,


 


Provided
however that if, in the opinion of the Bank, there are insufficient sums
standing to the credit of the Operating Accounts to meet principal and interest
falling due on the next Repayment Date and the next Interest Payment Date or
any other moneys which are or will become due and payable to the Bank, the
Borrowers shall not be entitled to make any withdrawal under clauses 14.2.4 and
14.2.5 without the prior written consent of the Bank.


 


54

















 


14.3                                  Interest


 


Amounts
standing to the credit of each Operating Account shall bear interest at the
rate (unless otherwise agreed between the Bank and the relevant Borrower) which
is certified by the Bank to that Borrower to be the rate quoted by the Bank to
its customers for deposits in Dollars for such period as the Bank may determine
and in an amount comparable with the amount for the time being standing to the
credit of that Operating Account, such interest to be credited to such
Operating Account at the expiry of each such period of deposit and to accrue
from day to day and to be calculated on the basis of a three hundred and sixty
(360) day year and the actual number of days elapsed.


 


14.4                                  Set-off


 


Without in any
way affecting the rights of the Bank under clause 13.2, upon the occurrence of
a Default or at any time thereafter the Bank shall be entitled to set-off and
apply all sums standing to the credit of any Operating Account and accrued
interest (if any) thereon without notice to the Borrowers in the manner
specified in clause 13.1.


 


14.5                                  Deductions


 


The Bank shall
be entitled (but not obliged) at any time to deduct from the balance for the
time being standing to the credit of any Operating Account all other moneys
which may fall due to be paid to the Bank under the terms of this Agreement and
the other Security Documents or otherwise howsoever in connection with the Loan
and/or the Master Swap Agreement.


 


14.6                                  Charging of Operating Accounts


 


Each Borrower with
full title guarantee hereby charges and agrees to charge, by way of first fixed
charge and releases and agrees to release to the Bank, as a continuing security
for the payment of the Loan, interest thereon and all other moneys from time to
time owing under this Agreement, the Master Swap Agreement and the other
Security Documents (for the purposes of this clause 14.6, the “Outstanding Indebtedness”), such Borrower’s Operating Account
and all moneys from time to time standing to the credit of such Operating
Account, including any interest from time to time accrued and accruing thereon
(whether or not credited thereto) and no Borrower shall be entitled to withdraw
any such monies from its Operating Account otherwise than in accordance with
this clause 14 until such time as the Outstanding Indebtedness has been
conclusively certified by the Bank to have been repaid in full.


 


14.7                                  Representations and warranties


 


Each Borrower
hereby represents and warrants to the Bank that:


 


14.7.1                          it is the sole, absolute, legal
and beneficial owner of, and has good right and title to its Operating Account;
and


 


14.7.2                          neither its Operating Account
nor any part thereof is subject to any Encumbrance save as

constituted by this Agreement or otherwise permitted by the terms of this
Agreement


 


15.                                         Assignment, transfer and lending
office


 


15.1                                  Benefit and burden


 


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


 


55

















 


15.2                                  No assignment by Borrowers


 


None of the
Borrowers may assign or transfer any of its rights or obligations under this
Agreement.


 


15.3                                  Assignment by Bank


 


The Bank may
assign all or any part of its rights under this Agreement, the Master Swap
Agreement (notwithstanding the terms of Section 7 of the Master Swap Agreement)
or under any of the other Security Documents to any other bank or financial
institution (an “Assignee”) without the consent of
the Borrowers (the Borrowers consenting to any such assignment by their
execution of this Agreement).


 


15.4                                  Transfer


 


The Bank may
transfer all or any part of its rights, benefits and/or obligations under this
Agreement and/or any of the other Security Documents to any one or more banks
or other financial institutions (a “Transferee”)
without the consent of the Borrowers (the Borrowers consenting to
any such transfer by their execution of this Agreement) if the Transferee, by
delivery of such undertaking as the Bank may approve, becomes bound by the
terms of this Agreement and agrees to perform all or, as the case may be, part
of the Bank’s obligations under this Agreement.


 


15.5                                  Documenting assignments and
transfers


 


If the 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 clauses 15.3 or 15.4, the
Borrowers jointly and severally undertake, immediately on being requested to do
so by the Bank and at the cost of the Bank, to enter into, and procure that the
other Security Parties shall enter into, such documents as may be necessary or
desirable to transfer to the Assignee or Transferee all or the relevant part of
the Bank’s interest in the Security Documents and all relevant references in
this Agreement to the Bank shall thereafter be construed as a reference to the
Bank and/or its Assignee or Transferee (as the case may be) to the extent of
their respective interests.


 


15.6                                  Lending office


 


The Bank shall
lend through its office at the address specified in this Agreement or through
any other office of the Bank selected from time to time by it through which the
Bank wishes to lend for the purposes of this Agreement. If the office through
which the Bank is lending is changed pursuant to this clause 15.6, the Bank
shall notify the Borrowers promptly of such change.


 


15.7                                  Disclosure of Information


 


The Bank may
disclose to a prospective assignee, transferee or to any other person who may
propose entering into contractual relations with the Bank in relation to this
Agreement such information about the Borrowers as the Bank shall consider
appropriate.


 


16.                                         Notices and other matters


 


16.1                                  Notices


 


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


 


16.1.1                          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;


 


56

















 


16.1.2                          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
the post and, in the case of a facsimile transmission or other means of
telecommunication in permanent written form, upon receipt of confirmation that
the facsimile transmission has been received (provided that if the date receipt
is not a business day in the country of the addressee or if the time of receipt
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


 


16.1.3                          be sent


 


	
   

  	
  (a)

  	
  if to the Borrowers or any of them at:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o Aegean Bunkering
  Services Inc. 42 Hatzikiriakou Street

  
	
   

  	
   

  	
  185 38
  Piraeus

  
	
   

  	
   

  	
  Greece

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax no:         +30
  210 458 6242

  
	
   

  	
   

  	
  Attention:     Mr.
  Apostolos Manitsas

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  if to the Bank at:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Royal
  Bank of Scotland plc

  
	
   

  	
   

  	
  Piraeus
  Branch

  
	
   

  	
   

  	
  45 Akti Miaouli

  
	
   

  	
   

  	
  185 36
  Piraeus

  
	
   

  	
   

  	
  Greece

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax No:         +30
  210 459 6600

  
	
   

  	
   

  	
  Attention:     Shipping
  Department

  



 


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


 


16.2                                  No implied waivers, remedies
cumulative


 


No failure or
delay on the part of the Bank 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 the Bank 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.


 


16.3                                  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 Bank shall be entitled to rely.


 


16.4                                  Borrowers’ obligations


 


16.4.1                          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 each of the other Borrowers which is
intended to sign or to be bound may not do so or be effectually bound and


 


57

















 


notwithstanding
that any of the Security Documents may be invalid or unenforceable against the
other Borrowers or any of them, whether or not the deficiency is known to the
Bank.


 


16.4.2                          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 the Master Swap Agreement or any of the other
Security Documents and agrees that the Bank may also continue to treat it as
such, whether or not the Bank is or becomes aware that such Borrower is or has
become a surety for the other Borrowers or any of them.


 


16.4.3                          Indemnity


 


The Borrowers
hereby agree jointly and severally to keep the Bank fully indemnified on demand
against all damages, losses, costs and expenses (provided that, in the case of
such costs and expenses, they are reasonable and documented) arising from any
failure of any Borrower to perform or discharge any purported obligation or
liability of the other Borrowers or any of them which would have been the
subject of this Agreement or the Master Swap Agreement or any other Security
Document had it been valid and enforceable and which is not or ceases to be
valid and enforceable against a Borrower on any ground whatsoever, whether or
not known to the Bank (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 a Borrower (or any legal or other
limitation, 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)).


 


16.4.4                          Liability unconditional


 


None of the
obligations or liabilities of any Borrower under this Agreement or the Master
Swap 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 the other Borrowers or any of them or any
other person liable;


 


(b)                       the Bank granting any time,
indulgence or concession to, or compounding with, discharging, releasing or
varying the liability of, the other Borrowers or any of them 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 the
other Borrowers or any of them 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.


 


16.4.5                          Recourse to other security


 


The Bank 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 the Master Swap Agreement or any of the
Security Documents against a Borrower or any other person liable and no action
taken or omitted by the Bank in connection


 


58

















 


with any such
Security Document or other means of payment will discharge, reduce, prejudice
or affect the liability of the Borrowers under this Agreement, the Master Swap
Agreement and the Security Documents to which any of them is, or is to be, a
party.


 


16.4.6                          Waiver of Borrowers’ rights


 


Each Borrower
agrees with the Bank that, from the date of this Agreement and so long as any
moneys are owing under any of the Security Documents and/or the Master Swap
Agreement and while all or any part of the Commitment remains outstanding, it
will not, without the prior written consent of the Bank:


 


(a)                        exercise any right of
subrogation, reimbursement and indemnity against the other

Borrowers or any of them 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 any of them 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 of them 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 of them or any other person
liable or claiming or proving in competition with the Bank in the liquidation
of the other Borrowers or any of them or any other person liable or have the
benefit of, or share in, any payment from or composition with, the other
Borrowers or any of them or any other person liable or any other Security
Document now or hereafter held by the Bank for any moneys owing under this
Agreement and/or the Master Swap Agreement or for the obligations or
liabilities of any other person liable but so that, if so directed by the Bank,
it will prove for the whole or any part of its claim in the liquidation of the
other Borrowers or any of them 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 Bank and applied in or towards discharge of any moneys owing
under this Agreement and/or the Master Swap Agreement in such manner as the
Bank shall deem appropriate.


 


16.5                                  Maximum liability


 


16.5.1                            Each Borrower shall be entitled
to rights of contribution as against the other Borrowers or any of them,
however, such rights of contribution shall (a) not in any way (except as
otherwise expressly set forth in clause 16.5.2 below) condition or lessen the
liability of each Borrower as a joint and several borrower for the whole of the
obligations owed to the Bank hereunder, and under the Security Documents and
(b) shall be fully subject and subordinate to the rights of the Bank against
the Borrowers hereunder, and under the Security Documents.


 


16.5.2                            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 such Borrower as security for its obligations hereunder and
that under such principles, this Agreement or such other Security Documents
would not be enforceable against such Borrower or its asset unless the
following provisions of this clause 16.5.2 had effect, then, the maximum
liability of such Borrower hereunder (the “Maximum
Liability Amount”) shall
be limited such that in no event shall such amount exceed the lesser of (i) the
obligations of such Borrower hereunder (in the principal amount of up to Thirty
seven million five hundred and sixty thousand Dollars ($37,560,000), plus
interest, expenses, fees and any amounts owing under the Master Swap
Agreement), and (ii)


 


59

















 


an amount equal
to the aggregate, without double counting, of (a) ninety-five percent (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 Borrowers Subrogation and Contribution Rights (as
hereinafter defined) and (c) the amount of any Valuable Transfer (as
hereinafter defined) to such Borrower; provided that each Borrowers liability
under this Agreement shall further be limited to the extent, if any, required
so that the obligations of each 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 Borrowers 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.


 


16.5.3                            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 (a) an amount equal to the excess of (i) the amount of
the present fair saleable value of the assets of such Borrower over (ii) 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 (b) an amount equal to the excess of (i) the sum of such
Borrower’s property at a fair valuation over (ii) 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.


 


16.5.4                            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 section Off of clause 17.6.3 shall in any event
exclude (a) the liabilities of such Borrower under this Agreement, (b) any
liabilities of such Borrower subordinated in right of payment to this Agreement
and (c) any liabilities of such Borrower for Subrogation and Contribution
Rights to the other Borrowers.


 


16.5.5                            As used herein “Valuable Transfer” shall mean, in respect of each Borrower,
(a) all loans, advances or capital contributions made to such Borrower with
proceeds of the Loan made under this Agreement, (b) all debt securities or
other obligations of such Borrower acquired from such Borrower or retired by
such Borrower with proceeds of the Loan made under this Agreement and
transferred, absolutely and not as collateral, to such Borrower (c) the fair
market value of all property acquired with proceeds of the Loan made under this
Agreement and transferred, absolutely and not as collateral, to such Borrower,
(d) all equity securities of such Borrower acquired from such Borrower with
proceeds of the Loan made under this Agreement and (e) the value of any other
economic benefits in accordance with applicable federal and statelaws, 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 made available under this Agreement.


 


16.5.6                            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 Bank under this Agreement in an aggregate amount in excess of such
Borrower’s Percentage (such Borrower hereinafter called the “Funding Borrower” and each of the other Borrowers hereinafter called the “Other Borrower” and together the “Other Borrowers”), each
Other Borrower shall contribute to the Funding Borrower an amount equal to such
Other Borrower’s Percentage of such
payment or payments made by the Funding Borrower. For the purposes hereof, a
Funding Borrower’s or each Other Borrowers’ Percentage shall be determined as
of the date on which


 


60

















 


such payment
was made by reference to the ratio of (a) such Funding Borrower’s or such Other
Borrowers’ Adjusted Net Worth as of such date to (b) the aggregate Adjusted Net
Worth of the Borrowers (including the Funding Borrower) as of such date.
Nothing in this paragraph shall affect each Borrowers’ several liability to the
Bank 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 Bank hereunder. The
limitations provided above are intended solely to preserve the rights of the Bank
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.


 


17.                                         Governing law and jurisdiction


 


17.1                                  Law


 


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


 


17.2                                  Submission to jurisdiction


 


Each Borrower
agrees, for the benefit of the Bank, 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
Borrower 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 Bank 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 the Bank arising out of or in connection with this
Agreement.


 


17.3                                  Contracts (Rights of Third
Parties) Act 1999


 


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


 


61

















 


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


 


 


	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  by  Y. Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Y. Koumbiadou

  	
   

  
	
  ANDROS MARINE INC.

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  by  Y.
  Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Y. Koumbiadou

  	
   

  
	
  DILOS MARINE INC.

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  by  Y.
  Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Y. Koumbiadou

  	
   

  
	
  IOS MARINE INC.

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  by  Y.
  Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Y. Koumbiadou

  	
   

  
	
  SIFNOS MARINE INC.

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  by  Y.
  Koumbiadou

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ Y. Koumbiadou

  	
   

  
	
  TINOS MARINE INC.

  	
  )

  	
  Attorney-in-fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED

  	
  )

  	
   

  	
   

  
	
  by  F. Bratimos

  	
  )

  	
   

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ F. Bratimos

  	
   

  
	
  THE ROYAL BANK OF SCOTLAND PLC

  	
  )

  	
  Attorney-in-fact

  	
   

  



 


62