egle_ex10-1.htm


    
       

       

      Exhibit
        10.1

       

      Execution
        Version

      


      


      


      


      


      U.S.$1,600,000,000

      


      THIRD
        AMENDED AND RESTATED CREDIT AGREEMENT

      


       

      


       

      dated
        as of October 19, 2007

      


      for


       

      


       

      EAGLE
        BULK SHIPPING INC.


       

      arranged
        by

      


      THE
        ROYAL BANK OF SCOTLAND plc

       

      


       

      with


       

      


       

      THE
        ROYAL BANK OF SCOTLAND plc

      


      acting
        as Agent and Security Trustee

       

       

       

       

       

       

       

       

       

      
        Watson,
          Farley & Williams (New York) LLP

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        CONTENTS

         

        
          	
                  CLAUSE

                	
                  PAGE

                
	
                  SECTION
                    I

                	 
	 	 	 
	
                  INTERPRETATION

                	 
	 	 	 
	
                  1

                	
                  DEFINITIONS
                    AND INTERPRETATION

                	
                  2

                
	 	 	 
	 	
                  SECTION
                    2

                	 
	 	 	 
	 	
                  THE
                    FACILITY

                	 
	 	 	 
	
                  2

                	
                  THE
                    FACILITY

                	
                  22

                
	 	 	 
	
                  3

                	
                  PURPOSE

                	
                  22

                
	 	 	 
	
                  4

                	
                  CONDITIONS
                    OF EFFECTIVENESS AND UTILIZATION

                	
                  24

                
	 	 	 
	
                  SECTION
                    3

                	 
	 	 	 
	
                  UTILIZATION

                	 
	 	 	 
	
                  5

                	
                  UTILIZATION

                	
                  26

                
	 	 	 
	
                  SECTION
                    4

                	 
	 	 	 
	
                  REDUCTION,
                    REPAYMENT, PREPAYMENT AND CANCELLATION

                	 
	 	 	 
	
                  6

                	
                  REDUCTION
                    AND REPAYMENT

                	
                  29

                
	 	 	 
	
                  7

                	
                  PREPAYMENT
                    AND CANCELLATION

                	
                  29

                
	 	 	 
	
                  SECTION
                    5

                	 
	 	 	 
	
                  COSTS
                    OF UTILIZATION

                	 
	 	 	 
	
                  8

                	
                  INTEREST

                	
                  33

                
	 	 	 
	
                  9

                	
                  INTEREST
                    PERIODS

                	
                  34

                
	 	 	 
	
                  10

                	
                  CHANGES
                    TO THE CALCULATION OF INTEREST

                	
                  35

                
	 	 	 
	
                  11

                	
                  FEES

                	
                  36

                
	 	 	 
	
                  SECTION
                    6

                	 
	 	 	 
	
                  ADDITIONAL
                    PAYMENT OBLIGATIONS

                	 
	 	 	 
	
                  12

                	
                  TAX
                    GROSS UP AND INDEMNITIES

                	
                  37

                
	 	 	 
	
                  13

                	
                  INCREASED
                    COSTS

                	
                  38

                
	 	 	 
	
                  14

                	
                  OTHER
                    INDEMNITIES

                	
                  39

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
 

        
          	 	 	 
	
                  15

                	
                  MITIGATION
                    BY THE LENDERS

                	
                  41

                
	 	 	 
	
                  16

                	
                  COSTS
                    AND EXPENSES

                	
                  41

                
	 	 	 
	
                  SECTION
                    7

                	 
	 	 	 
	
                  GUARANTEE

                	 
	 	 	 
	
                  17

                	
                  GUARANTEE
                    AND INDEMNITY

                	
                  43

                
	 	 	 
	
                  SECTION
                    8

                	 
	 	 	 
	
                  REPRESENTATIONS,
                    UNDERTAKINGS AND EVENTS OF DEFAULT

                	 
	 	 	 
	
                  18

                	
                  REPRESENTATIONS

                	
                  47

                
	 	 	 
	
                  19

                	
                  INFORMATION
                    UNDERTAKINGS

                	
                  53

                
	 	 	 
	
                  20

                	
                  FINANCIAL
                    COVENANTS

                	
                  55

                
	 	 	 
	
                  21

                	
                  SECURITY
                    COVER

                	
                  55

                
	 	 	 
	
                  22

                	
                  GENERAL
                    UNDERTAKINGS

                	
                  57

                
	 	 	 
	
                  23

                	
                  INSURANCE

                	
                  62

                
	 	 	 
	
                  24

                	
                  SHIP
                    COVENANTS

                	
                  67

                
	 	 	 
	
                  25

                	
                  APPLICATION
                    OF EARNINGS; SWAP PAYMENTS

                	
                  71

                
	 	 	 
	
                  26

                	
                  EVENTS
                    OF DEFAULT

                	
                  71

                
	 	 	 
	
                  SECTION
                    9

                	 
	 	 	 
	
                  CHANGES
                    TO PARTIES

                	 
	 	 	 
	
                  27

                	
                  CHANGES
                    TO THE LENDERS

                	
                  76

                
	 	 	 
	
                  28

                	
                  CHANGES
                    TO THE OBLIGORS

                	
                  79

                
	 	 	 
	
                  29

                	
                  CHANGES
                    TO SWAP BANKS

                	
                  80

                
	 	 	 
	
                  SECTION
                    10

                	 
	 	 	 
	
                  THE
                    FINANCE PARTIES

                	 
	 	 	 
	
                  30

                	
                  ROLE
                    OF THE SERVICING BANKS, THE ARRANGER AND THE BOOKRUNNER

                	
                  81

                
	 	 	 
	
                  31

                	
                  CONDUCT
                    OF BUSINESS BY THE FINANCE PARTIES

                	
                  87

                
	 	 	 
	
                  32

                	
                  SHARING
                    AMONG THE FINANCE PARTIES

                	
                  88

                
	 	 	 
	
                  SECTION
                    11

                	 
	 	 	 
	
                  ADMINISTRATION

                	 
	 	 	 
	
                  33

                	
                  PAYMENT
                    MECHANICS

                	
                  90

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        
          	 	 	 
	
                  34

                	
                  SET-OFF

                	
                  91

                
	 	 	 
	
                  35

                	
                  NOTICES

                	
                  92

                
	 	 	 
	
                  36

                	
                  CALCULATIONS
                    AND CERTIFICATES

                	
                  93

                
	 	 	 
	
                  37

                	
                  PARTIAL
                    INVALIDITY

                	
                  93

                
	 	 	 
	
                  38

                	
                  REMEDIES
                    AND WAIVERS

                	
                  94

                
	 	 	 
	
                  39

                	
                  AMENDMENTS
                    AND WAIVERS

                	
                  94

                
	 	 	 
	
                  40

                	
                  COUNTERPARTS

                	
                  94

                
	 	 	 
	
                  41

                	
                  ENTIRE
                    AGREEMENT

                	
                  95

                
	 	 	 
	
                  SECTION
                    12

                	 
	 	 	 
	
                  GOVERNING
                    LAW AND ENFORCEMENT

                	 
	 	 	 
	
                  42

                	
                  GOVERNING
                    LAW

                	
                  96

                
	 	 	 
	
                  43

                	
                  ENFORCEMENT

                	
                  96

                
	 	 	 


        

        


        
          	
                  SCHEDULE
                    1

                	
                  THE
                    ORIGINAL OBLIGORS

                	
                  98

                
	 	 	 
	
                  SCHEDULE
                    2

                	
                  CONDITIONS
                    PRECEDENT

                	
                  100

                
	 	 	 
	
                  SCHEDULE
                    3

                	
                  REQUESTS
                    PART I UTILIZATION REQUEST

                	
                  107

                
	 	 	 
	
                  SCHEDULE
                    3

                	
                  REQUESTS
                    PART II SELECTION NOTICE

                	
                  108

                
	 	 	 
	
                  SCHEDULE
                    4

                	
                  MANDATORY
                    COST FORMULA

                	
                  109

                
	 	 	 
	
                  SCHEDULE
                    5

                	
                  FORM
                    OF TRANSFER CERTIFICATE

                	
                  112

                
	 	 	 
	
                  SCHEDULE
                    6

                	
                  FORM
                    OF ACCESSION LETTER

                	
                  114

                
	 	 	 
	
                  SCHEDULE
                    7

                	
                  FORM
                    OF RESIGNATION LETTER

                	
                  116

                
	 	 	 
	
                  SCHEDULE
                    8

                	
                  FORM
                    OF COMPLIANCE CERTIFICATE

                	
                  117

                
	 	 	 
	
                  SCHEDULE
                    9

                	
                  FORM
                    OF CONFIDENTIALITY UNDERTAKING

                	
                  121

                
	 	 	 
	
                  SCHEDULE
                    10

                	
                  TIMETABLES

                	
                  I26

                
	 	 	 
	
                  SCHEDULE
                    11

                	
                  FORM
                    OF DESIGNATION NOTICE

                	
                  127

                
	 	 	 
	
                  SCHEDULE
                    12

                	
                  DETAILS
                    OF EXISTING SHIPS, NEWBUILDINGS AND APPROVED CHARTERS

                	
                  128

                
	 	 	 
	
                  SCHEDULE
                    13

                	
                  FORM
                    OF SWAP BANK ACCESSION LETTER

                	
                  133

                
	 	 	 
	
                  SCHEDULE
                    14

                	
                  ERISA

                	
                  134

                
	 	 	 
	
                  SCHEDULE
                    I5

                	
                  ADVANCES
                    OUTSTANDING UNDER ORIGINAL CREDIT AGREEMENT AS OF OCTOBER 19,
                    2007

                	
                  135

                
	 	 	 
	
                  SIGNATORIES

                	 	
                  136

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

        EXHIBITS

         

        
          	
                  EXHIBIT
                    A

                	
                  -

                	
                  FORM
                    OF NOTE

                
	
                  EXHIBIT
                    B

                	
                  -

                	
                  FORM
                    OF ACCOUNT CHARGE

                
	
                  EXHIBIT
                    C

                	
                  -

                	
                  FORM
                    OF CASH POOLING DEED

                
	
                  EXHIBIT
                    D

                	
                  -

                	
                  FORM
                    OF SECURITY INTEREST DEED

                
	
                  EXHIBIT
                    E

                	
                  -

                	
                  FORM
                    OF MASTER AGREEMENT ASSIGNMENT

                
	
                  EXHIBIT
                    F

                	
                  -

                	
                  FORM
                    OF ASSIGNMENT OF SHIPBUILDING CONTRACT (IHI)

                
	
                  EXHIBIT
                    G

                	
                  -

                	
                  FORM
                    OF ASSIGNMENT OF SHIPBUILDING CONTRACT AND REFUND
                    GUARANTEE

                
	
                  EXHIBIT
                    H

                	
                  -

                	
                  FORM
                    OF MORTGAGE

                
	
                  EXHIBIT
                    I

                	
                  -

                	
                  FORM
                    OF ASSIGNMENT OF EARNINGS

                
	
                  EXHIBIT
                    J

                	
                  -

                	
                  FORM
                    OF ASSIGNMENT OF INSURANCES

                
	
                  EXHIBIT
                    K

                	
                  -

                	
                  FORM
                    OF APPROVED MANAGER’S UNDERTAKING

                


        

        


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      THIS
        THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
“Agreement”) is dated as of October 19, 2007 and made
        between:

       

      
        	
                (1)

              	
                EAGLE
                  BULK SHIPPING INC., a corporation incorporated in the Republic of
                  the Marshall Islands, as borrower (the
                  “Borrower”);

              


      

       

      
        	
                (2)

              	
                THE
                  SUBSIDIARIES of the Borrower listed in Part I of Schedule 1 as
                  original guarantors (the “Original
                  Guarantors”);

              


      

       

      
        	
                (3)

              	
                THE
                  ROYAL BANK OF SCOTLAND plc as mandated lead arranger (the
                  “Arranger”) and as bookrunner (the
                  “Bookrunner”);

              


      

       

      
        	
                (4)

              	
                THE
                  ROYAL BANK OF SCOTLAND plc as original lender (the
                  “Original
                  Lender”);

              


      

       

      
        	
                (5)

              	
                THE
                  ROYAL BANK OF SCOTLAND plc as original swap bank (the
                  “Original Swap
                  Bank”);

              


      

       

      
        	
                (6)

              	
                THE
                  ROYAL BANK OF SCOTLAND plc as agent of the other Finance Parties
                  (the “Agent”); and

              


      

       

      
        	
                (7)

              	
                THE
                  ROYAL BANK OF SCOTLAND plc as trustee for the other Finance
                  Parties (the “Security
                  Trustee”).

              


      

       

      PRELIMINARY
        STATEMENTS:

       

      
        	
                (A)

              	
                The
                  Borrower, the Existing Guarantors and the Original Lender are parties
                  to a
                  Second Amended and Restated Credit Agreement dated as of November
                  6, 2006
                  (the “Original Credit Agreement”) providing for a secured
                  reducing revolving credit facility in the principal amount of $600,000,000
                  (the “Original Facility”) for the purposes described
                  therein.

              


      

       

      
        	
                (B)

              	
                As
                  of the date hereof $527,839,098.96 of the Original Facility has
                  been
                  borrowed by the Borrower and remains outstanding, and $72,160,901.04
                  remains available thereunder.

              


      

       

      
        	
                (C)

              	
                WHEREAS,
                  the Borrower has requested that the Original Lender agree to amend
                  and
                  restate the Original Credit Agreement in its entirety in accordance
                  with
                  the terms and conditions set forth herein to, among other things,
                  increase
                  the amount of the Original Facility to a principal amount of
                  $1,600,000,000 for the purposes set forth in Clause 3
                  (Purpose).

              


      

       

      
        	
                (D)

              	
                At
                  the request of the Borrower and the Original Lender, the Agent
                  and the
                  Security Trustee have agreed to serve in their respective capacities
                  under
                  the terms of this Agreement and the Original Lender has agreed
                  to provide
                  to the Borrower a reducing revolving credit facility in the aggregate
                  amount of up to $1,600,000,000 upon the terms and conditions set
                  forth
                  herein.

              


      

       

      
        	
                (E)

              	
                The
                  Original Swap Bank has entered into certain hedging transactions
                  with the
                  Borrower and may enter into further hedging transactions with the
                  Borrower
                  from time to time to hedge the Borrower’s exposure to fluctuations in
                  interest rates, foreign exchange rates, ocean freight rates and
                  bunker
                  fuel prices.

              


      

       

      
        	
                (F)

              	
                The
                  Parties intend that (i) the provisions of the Original Credit Agreement
                  and the documents executed as security for the Original Facility
                  (the
                  “Original Security Documents”), to the extent amended,
                  restated, restructured, renewed, extended andmodified hereby, be
                  superseded and replaced by the 

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                   

                	
                  provisions
                    of this Agreement and the Finance Documents and the provisions
                    thereof,
                    (ii) this Agreement and the Finance Documents to be issued pursuant
                    to
                    this Agreement will not extinguish the obligations of the Borrower
                    arising
                    under the Original Credit Agreement, nor does this transaction
                    constitute
                    a novation of the Original Credit Agreement and Original Security
                    Documents, (iii) all liens evidenced by the Original Credit Agreement
                    and
                    the Original Security Documents to the extent amended, restated,
                    restructured, renewed, extended and modified hereunder, are hereby
                    ratified, confirmed and continued, and (iv) this Agreement and
                    the Finance
                    Documents are intended to amend, restate, restructure, renew,
                    extend and
                    modify the Original Credit Agreement and the Original Security
                    Documents.

                


        

         

      

       

      
        	
                (G)

              	
                The
                  Original Lender has agreed with the Original Swap Bank that the
                  Original
                  Swap Bank will share in the security under the Finance Documents
                  on a
                  subordinated basis.

              


      

       

      
        	
                (H)

              	
                The
                  Original Guarantors have agreed, in order to induce the Original
                  Lender to
                  agree to amend and restate the Original Credit Agreement and the
                  Original
                  Security Documents, to guarantee all of the obligations of the
                  Borrower
                  under this Agreement and the other Finance Documents, and the Master
                  Agreements.

              


      

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants and
        agreements contained herein, it is agreed as follows:

       

      


      SECTION
        1

       

      INTERPRETATION

       

      
        	
                1

              	
                DEFINITIONS
                  AND INTERPRETATION

              


      

       

      
        	
                1.1

              	
                Definitions

              


      

       

      In
        this Agreement:

       

      “Accession
        Letter”  means a document in the form set out in Schedule 6
        (Form of Accession Letter) or in any other form agreed between the
        Borrower and the Agent.

       

      “Account
        Charge” means a deed containing, among other things, a first priority
        account charge made or to be made by a Guarantor in favor of the Security
        Trustee in respect of such Guarantor’s Operating Account and in substantially
        the form of Exhibit B or, in the case of an Existing Guarantor, an amendment
        and
        restatement in form and substance satisfactory to the Agent of the deed
        containing a first priority account charge made by such Existing Guarantor
        pursuant to the Original Credit Agreement.

       

      “Accounting
        Information” means the quarterly financial statements and/or the annual
        audited financial statements to be provided by the Borrower to the Lender
        in
        accordance with Clause 19.1 (Financial Statements).

       

      “Accounting
        Period” means each consecutive period of approximately three months
        (ending on the last day in March, June, September and December of each year)
        for
        which quarterly Accounting Information is required to be delivered in accordance
        with Clause 19.1 (Financial Statements).

       

      “Additional
        Cost Rate”  has the meaning given to it in Schedule 4
        (Mandatory Cost formula).

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Additional
        Guarantor”  means a Wholly-Owned Subsidiary of the Borrower
        which becomes an Additional Guarantor in accordance with Clause 28 Changes
        to the Obligors).

       

      “Additional
        Newbuilding”  means (i) any dry bulk carrier to be built
        (other than an IHI Newbuilding, a Target Newbuilding or a newbuilding for
        which
        an option is declared pursuant to the Option Agreement) which the Borrower
        notifies to the Agent pursuant to Clause 3.2(b) (Additional Ships and
        Additional Newbuildings) as a newbuilding for which the Borrower wishes to
        finance Newbuilding Predelivery Costs with the assistance of one or more
        Loans,
        and which the Agent shall notify to the Borrower as being acceptable to the
        Agent in accordance with Clause 3.2(b) (Additional Ships and Additional
Newbuildings).

       

      “Additional
        Ship”  means (i) any dry bulk carrier (other than an Existing
        Ship) which the Borrower notifies to the Agent pursuant to Clause 3.2(a)
        (Additional Ships and Additional Newbuildings) as a ship which the
        Borrower wishes to finance or purchase with the assistance of a Loan, and
        which
        the Agent shall notify to the Borrower as being acceptable to the Agent in
        accordance with Clause 3.2(a) (Additional Ships and Additional
        Newbuildings), and (ii) any Newbuilding which has been or is to be
        delivered to a Guarantor.

       

      “Adjusted
        Net Worth” means, in respect of an Accounting Period, the amount of
        Total Assets less Consolidated Debt.

       

      “Advance
        Ratio” has the meaning specified in Clause 8.4 (Advance
        Ratio)

       

      “Affiliate”  means,
        as to any person, any other person that, directly or indirectly, controls,
        is
        controlled by or is under common control with such person or is a director
        or
        officer of such person. For purposes of this definition, the term “control”
(including the terms “controlling”, “controlled by” and “under common control
        with”) of a person means the possession, direct or indirect, of the power to
        vote 50% or more of the voting stock, membership or partnership interests,
        or
        other similar interests of such person or to direct or cause direction of
        the
        management and policies of such person, whether through the ownership of
        voting
        stock, membership or partnership interests, or other similar interests, by
        contract or otherwise.

       

      “Agent”
        has the meaning specified in the recital hereof, and shall include any successor
        thereto.

       

      “Agreement”
        has the meaning specified in the recital hereto.

       

      “Alternative
        Approved Flag” means, in relation to an Additional Ship, such flag
        (other than the flag of the Republic of The Marshall Islands) as the Agent
        may
        approve.

       

      “Approved
        Broker” means, as the context may require, any of H. Clarkson & Co.
        Ltd., Galbraiths Limited, Braemar Seascope or such other independent London
        based sale and purchase ship broker as may from time to time be appointed
        by the
        Agent.

       

      “Approved
        Charter” means, collectively, (i) the time charters described in Part
        IV of Schedule 12 (Details of Existing Ships, Newbuildings and Approved
        Charters), and (ii) any other time or consecutive voyage charter in respect
        of a Ship for a term which exceeds, or which by virtue of any optional
        extensions may exceed, 18 months and has been approved by the
        Agent.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Approved
        Manager”  means, as the context may require, (i) Eagle
        Shipping International (USA) LLC, a Marshall Islands limited liability company
        with offices currently at 477 Madison Avenue, New York, New York, or any
        other
        person approved by the Agent from time to time as the commercial manager
        of a
        Ship, which approval shall not unreasonably be withheld, and (ii) V Ships
        Management Ltd., an Isle of Man company with offices at Eaglehurst, Belmont
        Hill, Douglas, Isle of Man, Barber International Ltd., a Hong Kong company with
        offices at West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong
        Kong, or, any other person approved by the Agent from time to time as the
        technical manager of a Ship, which approval shall not unreasonably be
        withheld.

       

      “Approved
        Manager’s Undertakings” means each of the undertakings made or to be
        made by an Approved Manager in favor of the Security Trustee in respect of
        a
        Ship and in substantially the form of Exhibit K.

       

      “Arranger”
        has the meaning specified in the recital hereof.

       

      “Assignment
        of Earnings” means a first priority assignment of Earnings made or to
        be made by a Guarantor in favor of the Security Trustee in respect of a Ship
        and
        in substantially the form of Exhibit I or, in the case of an Existing Guarantor,
        an amendment and restatement in form and substance satisfactory to the Agent
        of
        the assignment of Earnings made by such Existing Guarantor pursuant to the
        Original Credit Agreement.

       

      “Assignment
        of Insurances” means a first priority assignment of Insurances made or
        to be made by a Guarantor in favor of the Security Trustee in respect of
        a Ship
        and in substantially the form of Exhibit J or, in the case of an Existing
        Guarantor, an amendment and restatement in form and substance satisfactory
        to
        the Agent of the assignment of Insurances made by such Existing Guarantor
        pursuant to the Original Credit Agreement.

       

      “Assignment
        of Shipbuilding Contract and Refund Guarantee” means a first priority
        assignment to be made by a Guarantor in favor of the Security Trustee in
        respect
        of the Shipbuilding Contract and the Refund Guarantees relating to a Newbuilding
        (other than an IHI Newbuilding) and in substantially the form of Exhibit
        G.

       

      “Assignment
        of Shipbuilding Contract (IHI)” means an amendment and restatement in
        form and substance satisfactory to the Agent of the assignment of a Shipbuilding
        Contract relating to an IHI Newbuilding made by an Existing Guarantor pursuant
        to the Original Credit Agreement and in substantially the form of Exhibit
        F.

       

      “Authorization”
        means an authorization, consent, approval, resolution, license, exemption,
        filing or registration.

       

      “Availability
        Period” means the period from and including the Effective Date to and
        including June 30, 2017.

       

      “Available
        Commitment”  means a Lender’s Commitment minus:

       

      
        	
                 

              	
                (a)

              	
                the
                  amount of its participation in any outstanding Loans;
                  and

              


      

       

      
        	
                 

              	
                (b)

              	
                in
                  relation to any proposed Utilization, the amount of its participation
                  in
                  any Loans that are due to be made on or before the proposed Utilization
                  Date.

              


      

       

      “Available
        Facility”  means the aggregate for the time being of each
        Lender’s Available Commitment.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      “Bookrunner”
        has the meaning specified in the recital hereof.

       

      “Borrower”
        has the meaning specified in the recital hereof.

       

      “Break
        Costs”  means the amount (if any) by which:

       

      
        	
                 

              	
                (a)

              	
                the
                  interest which a Lender should have received for the period from
                  the date
                  of receipt of all or any part of its participation in a Loan or
                  Unpaid Sum
                  to the last day of the current Interest Period in respect of that
                  Loan or
                  Unpaid Sum, had the principal amount or Unpaid Sum received been
                  paid on
                  the last day of that Interest
                  Period

              


      

       

      exceeds

       

      
        	
                 

              	
                (b)

              	
                the
                  amount which that Lender would be able to obtain by placing an
                  amount
                  equal to the principal amount or Unpaid Sum received by it on deposit
                  with
                  a leading bank in the Relevant Interbank Market for a period starting
                  on
                  the Business Day following receipt or recovery and ending on the
                  last day
                  of the current Interest Period.

              


      

       

      “Business
        Day”  means a day of the year on which dealings are carried
        on in the London interbank market and banks are open for business in London
        and
        not required or authorized to close in New York City.

       

      “Cash
        Pooling Deed” means a deed containing, among other things, instructions
        regarding an Operating Account made or to be made by the Borrower and the
        relevant Guarantor in favor of the Agent in substantially the form of Exhibit
        C.

       

      “Change
        of Control” means the occurrence of any of the
        following:  (a) a person or group (as such term is defined in Section
        13(d)(3) of the Securities Exchange Act of 1934, as amended) shall at any
        time
        become the owner, directly or indirectly, beneficially or of record, of shares
        representing more than 30% of the outstanding voting or economic equity
        interests of the Borrower, or (b) the board of directors of the Borrower
        ceases
        to consist of a majority of the existing directors who constitute the board
        of
        directors as of the date of this Agreement or directors nominated by such
        existing directors, or (c) Sophocles Zoullas shall cease to be the chief
        executive officer of the Borrower.

       

      “Classification
        Society” means in respect of any Ship, Bureau Veritas, Det Norske
        Veritas, Nippon Kaiji Kyokai or, in any case, such other classification society
        as is selected by the Borrower with the prior consent of the Agent.

       

      “Code”
        shall mean the Internal Revenue Code of 1986, as amended from time to time,
        and
        the regulations promulgated and rulings issued thereunder.  Section
        references to the Code are to the Code as in effect at the date of this
        Agreement and any subsequent provisions of the Code, amendatory thereof,
        supplemental thereto or substituted therefor.

       

      “Collection
        Account”  means an account in the name of the Borrower with
        the Agent in London, England designated “EAGBUSH-USD1”, or any other account
        (with that or another office of the Agent or with a bank or financial
        institution other than the Agent) which is designated by the Agent as the
        Collection Account for the purposes of this Agreement.

       

      “Commitment”
        means:

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (a)

              	
                in
                  relation to the Original Lender, $1,600,000,000;
                  and

              


      

       

      
        	
                 

              	
                (b)

              	
                in
                  relation to any other Lender, the amount of any Commitment transferred
                  to
                  it under this Agreement,

              


      

       

      to
        the extent not cancelled, reduced or transferred by it under this
        Agreement.

       

      “Compliance
        Certificate”  means a certificate of the chief financial
        officer and chief executive officer of the Borrower in the form set out in
        Schedule 8 (Form of Compliance Certificate) or in any other form agreed
        between the Borrower and the Agent.

       

      “Confidentiality
        Undertaking” means a confidentiality undertaking in the form set out in
        Schedule 9 (Form of Confidentiality Undertaking) or in any other form
        agreed between the Borrower and the Agent.

       

      “Confirmation”
        and “Early Termination Date”, in relation to any continuing
        Designated Transaction, have the meanings given in the relevant Master
        Agreement.

       

      “Consolidated
        Debt” means, in respect of an Accounting Period, the aggregate amount
        of Debt due by the members of the Group (other than any such Debt owing by
        any
        member of the Group to another member of the Group) as stated in the then
        most
        recent Accounting Information.

       

      “Cumulative
        Free Cash” means, for any Accounting Period, (i) EBITDA less Gross
        Interest Expenses for such Accounting Period, minus (ii) a reasonable reserve
        for drydocking and maintenance for all Ships during the twelve months following
        such Accounting Period.

       

      “Current
        Assets” means, in respect of each Accounting Period on a consolidated
        basis for the Group, the aggregate of the cash and marketable securities
        (including non-current restricted cash to the extent required under Clause
        20.3
        (Minimum Liquidity)), trade and other receivables from persons other
        than a member of the Group realizable within one year, inventories and prepaid
        expenses which are to be charged to income within one year less any doubtful
        debts and any discounts or allowances given as stated in the then most recent
        Accounting Information.

       

      “Debt”
        means in relation to any member of the Group (the “debtor”):

       

      
        	
                 

              	
                (a)

              	
                Financial
                  Indebtedness of the debtor;

              


      

       

      
        	
                 

              	
                (b)

              	
                liability
                  for any credit to the debtor from a supplier of goods or services
                  or under
                  any instalment purchase or payment plan or other similar
                  arrangement;

              


      

       

      
        	
                 

              	
                (c)

              	
                contingent
                  liabilities of the debtor (including without limitation any taxes
                  or other
                  payments under dispute) which have been or, under GAAP, should
                  be recorded
                  in the notes to the Accounting
                  Information;

              


      

       

      
        	
                 

              	
                (d)

              	
                deferred
                  tax of the debtor; and

              


      

       

      
        	
                 

              	
                (e)

              	
                liability
                  under a guarantee, indemnity or similar obligation entered into
                  by the
                  debtor in respect of a liability of another person who is not a member of
                  the Group which would fall within (a) to (d) if the references
                  to the
                  debtor referred to the other
                  person.

              


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      “Default”  means
        an Event of Default or any event or circumstance specified in Clause 26
        (Events of Default) which would (with the expiry of a grace period, the
        giving of notice, the making of any determination under the Finance Documents
        or
        any combination of any of the foregoing) be an Event of Default.

       

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

       

      
        	
                 

              	
                (a)

              	
                it
                  is entered into by the Borrower pursuant to a Master Agreement
                  with a Swap
                  Bank which, at the time the Transaction is entered into, is also
                  a
                  Lender;

              


      

       

      
        	
                 

              	
                (b)

              	
                it
                  is an interest rate swap transaction to hedge the Borrower’s exposure
                  under this Agreement to fluctuations in LIBOR arising from the
                  funding of
                  a Loan (or any part thereof) for a period expiring no later than
                  the
                  Termination Date and/or a forward foreign exchange transaction
                  to hedge
                  the Borrower’s exposure in respect of any Shipbuilding Contract to
                  currency exchange rate fluctuations and/or a forward freight transaction
                  to hedge the Borrower’s exposure in respect of ocean freight rate
                  fluctuations and/or a forward bunker contract to hedge the Borrower’s
                  exposure in respect of fluctuations in bunker fuel prices;
                  and

              


      

       

      
        	
                 

              	
                (c)

              	
                it
                  is designated by the Borrower, by delivery by the Borrower to the
                  Agent of
                  a notice of designation in the form set out in Schedule 11 (Form of
                  Designation Notice), as a Designated Transaction for the purposes of
                  the Finance Documents.

              


      

       

      “Dollars”
        and “$”  mean the lawful currency, for the time
        being, of the United States of America.

       

      “Earnings”  means,
        in relation to any Ship:

       

      
        	
                 

              	
                (a)

              	
                all
                  freights, hire and any other moneys earned and to be earned, due
                  or to
                  become due, or paid or payable to, or for the account of, the Obligor
                  that
                  owns such Ship, of whatsoever nature, arising out of or as a result
                  of the
                  ownership and operation by such Obligor or its agents of such
                  Ship;

              


      

       

      
        	
                 

              	
                (b)

              	
                all
                  moneys and claims for moneys due and to become due to such Obligor,
                  and
                  all claims for damages, arising out of the breach of any and all
                  present
                  and future charter parties, bills of lading, contracts and other
                  engagements of affreightment or for the carriage or transportation
                  of
                  cargo, mail and/or passengers, and operations of every kind whatsoever
                  of
                  such Ship and in and to any and all claims and causes of action
                  for money,
                  loss or damages that may accrue or belong to such Obligor arising
                  out of
                  or in any way connected with the present or future use, operation
                  or
                  management of such Ship or arising out of or in any way connected
                  with any
                  and all present and future requisitions, charter parties, bills
                  of lading,
                  contracts and other engagements of affreightment or for the carriage
                  or
                  transportation of cargo, mail and/or passengers, and other operations
                  of
                  such Ship, including, if and whenever such Ship is employed on
                  terms
                  whereby any or all of such moneys as aforesaid are pooled or shared
                  with
                  any other person, that proportion of the net receipts of the relevant
                  pooling or sharing arrangement which is attributable to such
                  Ship,

              


      

       

      
        	
                 

              	
                (c)

              	
                all
                  moneys and claims due and to become due to such Obligor, and all
                  claims
                  for damages, in respect of the actual or constructive total loss
                  of or
                  requisition of use of or title to such Ship,
                  and

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (d)

              	
                any
                  proceeds of any of the foregoing.

              


      

       

      “EBITDA”
        means, in respect of an Accounting Period, the aggregate amount of consolidated
        pre-tax profits of the Group before extraordinary or exceptional items,
        depreciation, interest, rentals under finance leases, non-cash management
        and
        Board of Directors incentive compensation and similar charges payable as
        stated
        in the then most recent Accounting Information.

       

      “Effective
        Date” has the meaning specified in Clause 4.1 (Conditions Precedent
        to Effectiveness).

       

      “Environmental
        Claim”  means:

       

      
        	
                 

              	
                (a)

              	
                any
                  claim by any governmental, judicial or regulatory authority which
                  arises
                  out of an Environmental Incident or an alleged Environmental Incident
                  or
                  which relates to any Environmental Law;
                  or

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  claim by any other person which relates to an Environmental Incident
                  or to
                  an alleged Environmental Incident,

              


      

       

      and
        a “claim” includes a claim for damages, compensation, fines,
        penalties or any other payment of any kind whether or not similar to the
        foregoing; an order or direction to take, or not to take, certain action
        or to
        desist from or suspend certain action; and any form of enforcement or regulatory
        action, including the arrest or attachment of any asset.

       

      “EnvironmentalIncident”  means:

       

      
        	
                 

              	
                (a)

              	
                any
                  release of Environmentally Sensitive Material from a Ship;
                  or

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  incident in which Environmentally Sensitive Material is released
                  from a
                  vessel other than a Ship and which involves a collision between
                  a Ship and
                  such other vessel or some other incident of navigation or operation,
                  in
                  either case, in connection with which a Ship is actually or potentially
                  liable to be arrested, attached, detained or injuncted and/or a
                  Ship
                  and/or any Obligor and/or any operator or manager of a Ship is
                  at fault or
                  allegedly at fault or otherwise liable to any legal or administrative
                  action; or

              


      

       

      
        	
                 

              	
                (c)

              	
                any
                  other incident in which Environmentally Sensitive Material is released
                  otherwise than from a Ship and in connection with which a Ship
                  is actually
                  or potentially liable to be arrested and/or where any Obligor and/or
                  any
                  operator or manager of a Ship is at fault or allegedly at fault
                  or
                  otherwise liable to any legal or administrative
                  action.

              


      

       

      “Environmental
        Law”  means any law relating to pollution or protection of
        the environment, to the carriage of Environmentally Sensitive Material or
        to
        actual or threatened releases of Environmentally Sensitive
        Material.

       

      “Environmentally
        Sensitive Material”  means oil, oil products and any other
        substance (including any chemical, gas or other hazardous or noxious substance)
        which is (or is capable of being or becoming) polluting, toxic or
        hazardous.

       

      “ERISA”
        shall mean the Employee Retirement Income Security Act of 1974, as amended
        from
        time to time, and the regulations promulgated and rulings issued
        thereunder.  Section references to ERISA are to ERISA, as in effect at
        the date of this Agreement and any subsequent provisions of ERISA, amendatory
        thereof, supplemental thereto or substituted therefor.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      “ERISA
        Affiliate” shall mean each person (as defined in Section 3(9) of ERISA)
        which together with the Borrower or a Subsidiary of the Borrower would be
        deemed
        to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o)
        of the Code.

       

      “Event
        of Default”  means any event or circumstance specified as
        such in Clause 26 (Events of Default).

       

      “Excluded
        Taxes” shall have the meaning assigned to such term in Clause 12.1(a)
        (Gross up for Taxes).

       

      “Existing
        Guarantor” means an owner of an Existing Ship specified in Part I of
        Schedule 12 (Details of Existing Ships, Newbuildings and Approved
        Charters).

       

      “Existing
        Ships” means, collectively, the ships described in Part I of Schedule
        12 (Details of Existing Ships, Newbuilding and Approved Charters)
        hereto.

       

      “Facility”  means
        the reducing revolving credit facility made available under this Agreement
        as
        described in Clause 2 (The Facility).

       

      “Facility
        Office”  means the office or offices notified by a Lender to
        the Agent in writing on or before the date it becomes a Lender (or, following
        that date, by not less than 5 Business Days’ written notice) as the office or
        offices through which it will perform its obligations under this
        Agreement.

       

      “Fee
        Letter”  means any letter or letters dated on or about the
        date of this Agreement between the Arranger and the Borrower (or the Agent
        and
        the Borrower) setting out any of the fees referred to in Clause 11
        (Fees).

       

      “Finance
        Document”  means:

       

      
        	
                 

              	
                (a)

              	
                this
                  Agreement;

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  Fee Letter;

              


      

       

      
        	
                 

              	
                (c)

              	
                any
                  Note;

              


      

       

      
        	
                 

              	
                (d)

              	
                any
                  Account Charge;

              


      

       

      
        	
                 

              	
                (e)

              	
                the
                  Security Interest Deed;

              


      

       

      
        	
                 

              	
                (f)

              	
                any
                  Mortgage;

              


      

       

      
        	
                 

              	
                (g)

              	
                any
                  Assignment of Earnings;

              


      

       

      
        	
                 

              	
                (h)

              	
                any
                  Assignment of Insurances;

              


      

       

      
        	
                 

              	
                (i)

              	
                any
                  Approved Manager’s Undertaking;

              


      

       

      
        	
                 

              	
                (j)

              	
                any
                  Assignment of Shipbuilding Contract
                  (IHI);

              


      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (k)

              	
                any
                  Assignment of Shipbuilding Contract and Refund
                  Guarantee;

              


      

       

      
        	
                 

              	
                (l)

              	
                any
                  Accession Letter;

              


      

       

      
        	
                 

              	
                (m)

              	
                any
                  Resignation Letter;

              


      

       

      
        	
                 

              	
                (n)

              	
                any
                  Master Agreement Assignment; and

              


      

       

      
        	
                 

              	
                (o)

              	
                any
                  other document designated as such by the Agent and the
                  Borrower.

              


      

       

      “Finance
        Party”  means the Agent, the Security Trustee, the Arranger,
        the Bookrunner, a Lender or a Swap Bank.

       

      “Financial
        Indebtedness”  means, in relation to any member of the Group
        (the “debtor”), a liability of the debtor:

       

      
        	
                 

              	
                (a)

              	
                for
                  principal, interest or any other sum payable in respect of any
                  moneys
                  borrowed or raised by the debtor;

              


      

       

      
        	
                 

              	
                (b)

              	
                under
                  any loan stock, bond, note or other security issued by the
                  debtor;

              


      

       

      
        	
                 

              	
                (c)

              	
                under
                  any acceptance credit, guarantee or letter of credit facility made
                  available to the debtor;

              


      

       

      
        	
                 

              	
                (d)

              	
                under
                  a financial lease, a deferred purchase consideration arrangement
                  (in each
                  case, other than in respect of assets or services obtained on normal
                  commercial terms in the ordinary course of business) or any other
                  agreement having the commercial effect of a borrowing or raising
                  of money
                  by the debtor;

              


      

       

      
        	
                 

              	
                (e)

              	
                under
                  any foreign exchange transaction, interest or currency swap or
                  any other
                  kind of derivative transaction entered into by the debtor or, if
                  the
                  agreement under which any such transaction is entered into requires
                  netting of mutual liabilities, the liability of the debtor for
                  the net
                  amount; or

              


      

       

      
        	
                 

              	
                (f)

              	
                under
                  a guarantee, indemnity or similar obligation entered into by the
                  debtor in
                  respect of a liability of another person which would fall within
                  (a) to
                  (e) if the references to the debtor referred to the other
                  person.

              


      

       

      “Foreign
        Pension Plan” shall mean any plan, fund (including, without limitation,
        any superannuation fund) or other similar program established or maintained
        outside the United States of America by the Borrower or any one or more of
        its
        Subsidiaries primarily for the benefit of employees of the Borrower or such
        Subsidiaries residing outside the United States of America, which plan, fund
        or
        other similar program provides, or results in, retirement income, a deferral
        of
        income in contemplation of retirement or payments to be made upon termination
        of
        employment, and which plan is not subject to ERISA or the Code.

       

      “GAAP”  means
        accounting principles, concepts, bases and policies generally adopted and
        accepted in the United States of America consistently applied.

       

      “Gross
        Interest Expenses” means, in respect of an Accounting Period, the
        aggregate on a consolidated basis of all interest incurred by any member
        of the
        Group (excluding any amounts owing by one member of the Group to another
        member
        of the Group) and any net amounts payable under interest rate hedge
        agreements.

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      “Group”  means
        the Borrower and its Subsidiaries (whether direct or indirect and including,
        but
        not limited to, the Guarantors) from time to time and “member of the Group”
shall be construed accordingly.

       

      “Guarantor”  means
        an Original Guarantor or an Additional Guarantor, unless it has ceased to
        be a
        Guarantor in accordance with Clause 28 (Changes to the
        Obligors).

       

      “IHI
        Newbuildings”  means, collectively, the newbuildings
        described in Part II of Schedule 12 (Details of Existing Ships, Newbuilding
        and Approved Charters) hereto.

       

      “Insurances”  means,
        in relation to any Ship:

       

      
        	
                 

              	
                (a)

              	
                all
                  policies and contracts of insurance, including entries of that
                  Ship in any
                  protection and indemnity or war risks association, which are effected
                  in
                  respect of that Ship, its Earnings or otherwise in relation to
                  it;
                  and

              


      

       

      
        	
                 

              	
                (b)

              	
                all
                  rights and other assets relating to, or derived from, any of the
                  foregoing, including any rights to a return of a
                  premium.

              


      

       

      “Interest
        Period”  means, in relation to a Loan, each period determined
        in accordance with Clause 9 (Interest Periods) and, in relation to an
        Unpaid Sum, each period determined in accordance with Clause 8.3 (Default
        interest).

       

      “ISM
        Code”  means the International Safety Management Code
        (including the guidelines on its implementation), adopted by the International
        Maritime Organization Assembly as Resolutions A.741 (18) and A.788 (19),
        as the
        same may be amended or supplemented from time to time (and the terms
“safety management system”, “Safety Management
        Certificate” and “Document of Compliance” have the
        same meanings as are given to them in the ISM Code).

       

      “ISPS
        Code”  means the International Ship and Port Facility
        Security Code constituted pursuant to resolution A.924(22) of the International
        Maritime Organization (“IMO”) adopted by a Diplomatic
        conference of the IMO on Maritime Security on December 13, 2002 and now set
        out
        in Chapter XI-2 of the Safety of Life at Sea Convention (SOLAS) 1974 (as
        amended).

       

      “Lender”
        means:

       

      
        	
                 

              	
                (a)

              	
                the
                  Original Lender; and

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  person which has become a Party as a New Lender in accordance with
                  Clause
                  27 (Changes to the
                  Lenders),

              


      

       

      which
        in each case has not ceased to be a Party in accordance with this
        Agreement.

       

      “LIBOR”  means,
        in relation to any Interest Period for any Loan or Unpaid Sum:

       

      
        	
                 

              	
                (a)

              	
                the
                  rate per annum equal to the offered quotation for deposits in Dollars
                  for
                  a period equal to, or as near as possible equal to, the relevant
                  Interest
                  Period which appears on REUTERS BBA Page LIBOR 01 at or about the
                  Specified Time on the Quotation Date for that Interest Period (and,
                  for
                  the purposes of this Agreement, “REUTERS BBA Page LIBOR 01” means the
                  display designated as “REUTERS BBA Page LIBOR 01” on the Reuters Money
                  News Service or such other page as may replace REUTERS BBA Page
                  LIBOR 01
                  on that service for the purpose of displaying rates comparable
                  to that
                  rate or on such other service as may be nominated by the British
                  Bankers’
                  Association as the information vendor for the purpose of displaying
                  British Bankers’ Association Interest Settlement Rates for Dollars);
                  or

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 

              	
                (b)

              	
                if
                  no rate is quoted on REUTERS BBA Page LIBOR 01, the rate per annum
                  determined by the Agent to be the arithmetic mean (rounded upwards,
                  if
                  necessary, to the nearest one-sixteenth of one percent) of the
                  rates per
                  annum notified to the Agent by each Reference Bank as the rate
                  at which
                  deposits in Dollars are offered to that Reference Bank by leading
                  banks in
                  the Relevant Interbank Market at that Reference Bank’s request at or about
                  the Specified Time on the Quotation Date for that Interest Period
                  for a
                  period equal to that Interest Period and for delivery on the first
                  Business Day of it.

              


      

       

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

       

      “Major
        Casualty”  means, in relation to any Ship, any casualty to
        that Ship in respect of which the claim or the aggregate of the claims against
        all insurers, before adjustment for any relevant franchise or deductible,
        exceeds $1,000,000 or the equivalent in any other currency.

       

      “Majority
        Lenders”  means:

       

      
        	
                 

              	
                (a)

              	
                if
                  there are no Loans then outstanding, a Lender or Lenders whose
                  Commitments
                  aggregate more than 662/3%
                  of the Total
                  Commitments (or, if the Total Commitments have been reduced to
                  zero,
                  aggregated more than 662/3%
                  of the Total
                  Commitments immediately prior to the reduction);
                  or

              


      

       

      
        	
                 

              	
                (b)

              	
                at
                  any other time, a Lender or Lenders whose participations in the
                  Loans then
                  outstanding aggregate more than 662/3%
                  of all the
                  Loans then outstanding.

              


      

       

      “Mandate
        Letter” means the letter dated August 29, 2007 between the Arranger and
        the Borrower.

       

      “Mandatory
        Cost”  means the percentage rate per annum calculated by the
        Agent in accordance with Schedule 4 (Mandatory Cost
        formula).

       

      “Margin”  means
        in relation to each Accounting Period (or relevant portion thereof), (i)
        if the
        Advance Ratio for such Accounting Period is less than fifty percent (50%),
        eighty hundredths of one percent (0.80%) per annum, and (ii) if the Advance
        Ratio for such Accounting Period is equal to or greater than fifty percent
        (50%), ninety hundredths of one percent (0.90%) per annum.

       

      “Margin
        Stock” has the meaning specified in Regulation U of the Board of
        Governors of the Federal Reserve System and any successor regulations thereto,
        as in effect from time to time.

       

      “Master
        Agreement”  means each master agreement (on the 1992 ISDA
        (Multicurrency-Crossborder form) made between the Borrower and a Swap Bank
        and
        includes all Designated Transactions from time to time entered into and
        confirmations from time to time exchanged under each such master
        agreement.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      “Master
        Agreement Assignment” means, in relation to each Master Agreement, a
        first priority assignment of such Master Agreement between the Borrower and
        the
        Security Trustee in substantially the form of Exhibit E or, in the case of
        the
        Master Agreement dated as of June 28, 2005 between the Borrower and the Original
        Swap Bank, an amendment and restatement in form and substance satisfactory
        to
        the Agent of the assignment made by the Borrower pursuant to the Original
        Credit
        Agreement.

       

      “Material
        Adverse Effect” means a  material
        adverse effect on:

       

      
        	
                 

              	
                (a)

              	
                the
                  condition (financial or otherwise), operations, assets or business
                  of any
                  member of the Group or the Group as a whole;
                  or

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  ability of any Obligor to perform any of its material obligations
                  under
                  any Finance Document or Master Agreement;
                  or

              


      

       

      
        	
                 

              	
                (c)

              	
                the
                  material rights and remedies of any Finance Party under any Finance
                  Document or Master Agreement.

              


      

       

      “Memorandum
        of Agreement” means, in relation to an Additional Ship other than a
        Newbuilding, a memorandum of agreement or other contract executed by the
        owner
        of such Ship, as seller, and a Guarantor, as buyer, providing for the purchase
        by such Guarantor of such Additional Ship.

       

      “Month”  means
        a period starting on one day in a calendar month and ending on the numerically
        corresponding day in the next calendar month, except that:

       

      
        	
                 

              	
                (a)

              	
                if
                  the numerically corresponding day is not a Business Day, that period
                  shall
                  end on the next Business Day in that calendar month in which that
                  period
                  is to end if there is one, or if there is not, on the immediately
                  preceding Business Day; and

              


      

       

      
        	
                 

              	
                (b)

              	
                if
                  there is no numerically corresponding day in the calendar month
                  in which
                  that period is to end, that period shall end on the last Business
                  Day in
                  that calendar month.

              


      

       

      The
        above rules will only apply to the last Month of any period.

       

      “Mortgage”  means
        (i) a first preferred Marshall Islands ship mortgage made or to be made by
        a
        Guarantor in favor of the Security Trustee in respect of a Ship and in
        substantially the form of Exhibit H or, in the case of an Existing Guarantor,
        an
        assignment, amendment and restatement in form and substance satisfactory
        to the
        Agent of the mortgage made by such Existing Guarantor pursuant to the Original
        Credit Agreement, or (ii) a first priority Alternative Approved Flag ship
        mortgage in form and substance satisfactory to the Agent.

       

      “Multiemployer
        Plan” shall mean a Plan which is defined in Section 3(37) of
        ERISA.

       

      “Newbuildings”
        means, collectively, (i) the IHI Newbuildings, the Target Newbuildings and
        any
        newbuilding for which an option is declared pursuant to the Option Agreement,
        and (ii) any Additional Newbuilding.

       

      “Newbuilding
        Predelivery Costs” means, collectively, (i) amounts payable by or for
        the account of a Guarantor to the relevant shipyard in respect of a Newbuilding
        prior to its delivery under the relevant Shipbuilding Contract, (ii) any
        other
        costs incurred by or for the account of a Guarantor for the construction
        of such Newbuilding, including supervision of such construction, (iii) interest
        accrued under this Agreement on any Loan relating to such Newbuilding and
        (iv)
        the arrangement fee referred to in Clause 11.2 (Arrangement
        Fee).

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      “Non-Excluded
        Taxes” shall have the meaning assigned to such term in Clause 12.1
        (Gross up for Taxes).

       

      “Note”
        has the meaning specified in Clause 5.5 (Notes).

       

      “Obligor”  means
        the Borrower or a Guarantor.

       

      “Operating
        Account”  means, in relation to any Ship, an account in the
        name of the Guarantor which owns that Ship with the Agent in London, England
        designated “[l] -
        Operating Account”, or any other account (with that or another office of the
        Agent or with a bank or financial institution other than the Agent) which
        is
        designated by the Agent as the Operating Account in relation to that Ship
        for
        the purposes of this Agreement.

       

      “Option
        Agreement” means the Option Agreement dated August 1, 2007 between the
        Borrower as Buyer and Yangzhou Dayang Shipbuilding Co., Ltd. as
        Builder.

       

      “Original
        Credit Agreement” has the meaning specified in the Preliminary
        Statements.

       

      “Original
        Facility” has the meaning specified in the Preliminary
        Statements.

       

      “Original
        Financial Statements”  means in relation to the Borrower, the
        audited consolidated financial statements of the Group for the financial
        year
        ended December 31, 2006.

       

      “Original
        Guarantors” has the meaning specified in the recital
        hereof.

       

      “Original
        Lender” has the meaning specified in the recital hereof.

       

      “Original
        Obligor”  means the Borrower or an Original
        Guarantor.

       

      “Original
        Security Documents” has the meaning specified in the Preliminary
        Statements.

       

      “Original
        Swap Bank” has the meaning specified in the recital
        hereof.

       

      “Party”  means
        a party to this Agreement.

       

      “PBGC”
        shall mean the Pension Benefit Guaranty Corporation established pursuant
        to
        Section 4002 of ERISA, or any successor thereto.

       

      “Permitted
        Security”  means:

       

      
        	
                 

              	
                (a)

              	
                Security
                  created by the Finance Documents;

              


      

       

      
        	
                 

              	
                (b)

              	
                liens
                  for current crew wages and salvage;

              


      

       

      
        	
                 

              	
                (c)

              	
                liens
                  imposed by any governmental authority for taxes, assessments or
                  charges
                  not yet due (after giving effect to any applicable grace period)
                  or which
                  are being contested in good faith and by appropriate proceedings
                  if
                  adequate reserves with respect thereto are maintained on the books
                  of the
                  relevant Obligor in accordance with generally accepted accounting
                  principles;

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (d)

              	
                liens
                  securing claims which are completely covered by insurance and the
                  deductible applicable thereto, so long as there has not been any
                  action by
                  the lienholder to enforce such
                  lien;

              


      

       

      
        	
                 

              	
                (e)

              	
                liens
                  arising from the supply of goods and/or services to any Ship in
                  the
                  ordinary course of business, so long as such obligations are not
                  overdue
                  for more than sixty (60) days or are being contested in good faith
                  by
                  appropriate proceedings and there has not been any action by the
                  lienholder to enforce such
                  lien;  and

              


      

       

      
        	
                 

              	
                (f)

              	
                liens
                  arising under charters entered into in the ordinary course of
                  business.

              


      

       

      “Plan”
        shall mean any pension plan as defined in Section 3(2) of ERISA, which is
        maintained or contributed to by (or to which there is an obligation to
        contribute of) the Borrower or a Subsidiary of the Borrower or any ERISA
        Affiliate, and each such plan for the five-year period immediately following
        the
        latest date on which the Borrower or a Subsidiary of the Borrower or any
        ERISA
        Affiliate maintained, contributed to or had an obligation to contribute to
        such
        plan.

       

      “Preliminary
        Statements” means the Preliminary Statements following the recital
        hereof.

       

      “Quotation
        Day”  means, in relation to any period for which an interest
        rate is to be determined, 2 Business Days before the first day of that period
        unless market practice differs in the Relevant Interbank Market in which
        case
        the Quotation Day will be determined by the Agent in accordance with market
        practice in the Relevant Interbank Market (and if quotations would normally
        be
        given by leading banks in the Relevant Interbank Market on more than one
        day,
        the Quotation Day will be the last of those days).

       

      “Reference
        Banks” means (i) prior to the date following “close of primary
        syndication” (as defined in the Mandate Letter) on which all the Lenders subject
        to such syndication become party to this Agreement, the principal London
        office
        of the Original Lender, and (ii) on and after the date referred to in the
        preceding clause (i), the principal London offices of the Original Lender
        and
        any 2 other Lenders as may be appointed by the Agent from time to time in
        its
        sole discretion in consultation with the Borrower.

       

      “Refund
        Guarantees” means, in relation to a Newbuilding (other than the IHI
        Newbuildings), the refund guarantees issued or to be issued by a refund
        guarantor from time to time in favor of a Guarantor in respect of the refund
        obligations of the relevant shipyard under the Shipbuilding Contract relating
        to
        such Newbuilding, the terms and issuer of which refund guarantees shall be
        satisfactory to the Agent.

       

      “Relevant
        Interbank Market”  means the London interbank
        market.

       

      “Relevant
        Percentage” means, in relation to (a) any Ship that is sold (other than
        by transfer to an Additional Guarantor) or becomes a Total Loss, or (b) any
        Newbuilding as to which an event described in Clause 7.5(a)(i) shall have
        occurred, a fraction (expressed as a percentage, rounded up to the nearest
        tenth
        of a percent) where (i) the numerator is the market value of the relevant
        Ship
        or Newbuilding, and (ii) the denominator is the Security Value of all Ships
        and
        Newbuildings (including the relevant Ship or Newbuilding), in each case
        determined in accordance with Clause 21.3 (Valuation Ships


       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      and
        Newbuildings) on the basis of the most recent valuations delivered pursuant
        to Clause 4.1 (Conditions Precedent to Effectiveness), Clause 4.2
        (Conditions Precedent to Utilization) or Clause 21.6 (Provision of
        valuations and information).

       

      “Repeating
        Representations” means each of the representations set out in Clauses
        18.1 (Status), 18.2 (Binding obligations), 18.3
        (Non-conflict with other obligations), 18.4 (Power and
        authority). 18.5 (Validity and admissibility in evidence), 18.6
        (Governing law and enforcement), 18.9 (No default), 18.11
        (Financial statements) and 18.12 (Pari
        passuranking).

       

      “Reportable
        Event” shall mean an event described in Section 4043(c) of ERISA with
        respect to a Plan that is subject to Title IV of ERISA other than those events
        as to which the 30-day notice period is waived under subsection .22, .23,
        .25,
        .27 or .28 of PBGC Regulation Section 4043.

       

      “Resignation
        Letter”  means a letter substantially in the form set out in
        Schedule 7 (Form of Resignation Letter).

       

      “Scheduled
        Commitment Reduction Date” means July 31, 2012 and every six (6) Months
        thereafter prior to the Termination Date.

       

      “Securities
        and Exchange Commission” shall mean the United States Securities and
        Exchange Commission or any other governmental authority of the United States
        of
        America at the time administrating the Securities Act of 1933, as amended,
        the
        Investment Company Act of 1940, as amended, or the Securities Exchange Act
        of
        1934, as amended

       

      “Security”
        means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
        encumbrance, lien (statutory or other), preference, priority or other security
        agreement of any kind or nature whatsoever (including, without limitation,
        any
        conditional sale or other title retention agreement, any financing or similar
        statement or notice filed under the Uniform Commercial Code of any relevant
        jurisdiction or any other similar recording or notice statute, and any lease
        having substantially the same effect as any of the foregoing).

       

      “Security
        Interest Deed” means an amendment and restatement of the Security
        Interest Deed dated July 28, 2006 among the Borrower, the Existing Guarantors
        and the Original Lender made or to be made among the Borrower, the Guarantors
        and the Security Trustee containing, among other things, a charge in respect
        of
        the Collection Account and in substantially the form of Exhibit D.

       

      “Security
        Period”  means the period starting on the Effective Date of
        this Agreement and ending on the date on which the Agent is satisfied that
        all
        amounts outstanding under the Finance Documents have been irrevocably paid
        and
        discharged in full (both dates inclusive).

       

      “Security
        Trustee” has the meaning specified in the recital hereto, and shall
        include any successor thereto.

       

      “Security
        Value” means, in respect of any relevant date, the aggregate amount of
        (a) the market value of all Newbuildings which have not been delivered, where
        the relevant Shipbuilding Contract and (except in relation to the IHI
        Newbuildings) Refund Guarantees for each such Newbuilding is then subject
        to an
        Assignment of Shipbuilding Contract and Refund Guarantee, and (b) the market
        value of all Ships then subject to a Mortgage and which have not 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      become
        the subject of a Total Loss, determined in accordance with Clause 21.3
        (Valuation of Ship and Newbuildings) on the basis of the most recent
        valuations delivered pursuant to Clause 4.1 (Conditions Precedent to
        Effectiveness), Clause 4.2 (Conditions Precedent to Utilization)
        or Clause 21.6 (Provision of valuations and information), as the case
        may be.

       

      “Selection
        Notice”  means a notice substantially in the form set out in
        Part II of Schedule 3 (Requests) given in accordance with Clause9
        (Interest Periods).

       

      “Servicing
        Bank”  means the Agent or the Security Trustee.

       

      “Ships”  means
        collectively, the Existing Ships and all Additional Ships.

       

      “Shipbuilding
        Contract” means, in relation to a Newbuilding, the shipbuilding
        contract made or to be made between the shipyard undertaking to build such
        Newbuilding and a Guarantor, as buyer, providing for the purchase by such
        Guarantor of such Newbuilding.

       

      “Solvent”
        means, with respect to any person on a particular date, that on such date
        (a)
        the fair value of the property of such person is greater than the total amount
        of liabilities, including, without limitation, contingent liabilities, of
        such
        person, (b) the present fair saleable value of the assets of such person
        is not
        less than the amount that will be required to pay the probable liability
        of such
        person on its debts as they become absolute and matured, (c) such person
        does
        not intend to, and does not believe that it will, incur debts or liabilities
        beyond such person’s ability to pay as such debts and liabilities mature and (d)
        such person is not engaged in business or a transaction, and is not about
        to
        engage in business or a transaction, for which such person’s property would
        constitute an unreasonably small capital. The amount of contingent liabilities
        at any time shall be computed as the amount that, in the light of all the
        facts
        and circumstances existing at such time, represents the amount that can
        reasonably be expected to become an actual or matured liability.

       

      “Specified
        Time”  means a time determined in accordance with Schedule 10
        (Timetables).

       

      “Subsidiary”
        of any person means any corporation, limited liability company, partnership,
        joint venture, trust or estate or other entity of which (or in which) more
        than
        50% of (a) the voting stock or membership interests of such corporation or
        company, (b) the interest in the capital or profits of such partnership or
        joint
        venture or (c) the beneficial interest in such trust or estate is at the
        time
        directly or indirectly owned or controlled by such person, by such person
        and
        one or more of its other Subsidiaries or by one or more of such person’s other
        Subsidiaries.

       

      “Swap
        Bank” means:

       

      
        	
                 

              	
                (a)

              	
                the
                  Original Swap Bank; and

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  Lender which has become a New Swap Bank in accordance with Clause
                  29
                  (Changes to Swap Banks).

              


      

       

      “Swap
        Bank Accession Letter” means a document in the form set out in Schedule
        13 (Form of Swap Bank Accession Agreement) or in any other form agreed
        between the Borrower, the Agent and the Original Swap Bank.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      “Swap
        Counterparty”  means, at any relevant time and in relation to
        a continuing Designated Transaction, the Swap Bank which is a party to that
        Designated Transaction.

       

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

       

      “Tangible
        Fixed Assets”  means, in respect of an Accounting Period, the
        value (less depreciation computed in accordance with GAAP) on a consolidated
        basis of all tangible fixed assets of the Group as stated in the then most
        recent Accounting Information;  provided that, for the purposes of
        determining compliance with the covenants set forth in Clause 20 (Financial
        Covenants), the amount of Tangible Fixed Assets attributable to the Ships
        shall be equal to the aggregate market value of the Ships and the Newbuildings
        (as determined in accordance with Clause 21.3 (Valuation of Ships and
        Newbuildings) on the basis of the most recent valuations delivered pursuant
        to Clause 4.1 (Conditions Precedent to Effectiveness), Clause 4.2
        (Conditions Precedent to Utilization) or Clause 21.6 (Provision of
        Valuations and Information), as the case may be, rather than the value of
        the Ships as stated in the then most recent Accounting Information.

       

      “Target
        Newbuildings”  means, collectively, the
        newbuildings described in Part III of Schedule 12 (Details of Existing
        Ships, Newbuildings and Approved Charters).

       

      “Tax”  means
        any tax, levy, impost, duty or other charge, assessment or withholding of
        a
        similar nature and all liabilities in respect thereof (including any penalty
        or
        interest payable in connection with any failure to pay or any delay in paying
        any of the same).

       

      “Termination
        Date”  means July 31, 2017.

       

      “Total
        Assets”  means, in respect of an Accounting Period, the
        aggregate of Current Assets and Tangible Fixed Assets.

       

      “Total
        Commitments”  means the aggregate of the Commitments, being
        $1,600,000,000 at the date of this Agreement.

       

      “Total
        Loss”  means, in relation to any Ship (other than a
        Newbuilding):

       

      
        	
                 

              	
                (a)

              	
                actual,
                  constructive, compromised, agreed or arranged total loss of that
                  Ship;

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  expropriation, confiscation, requisition or acquisition of that
                  Ship,
                  whether for full consideration, a consideration less than its proper
                  value, a nominal consideration or without any consideration, which
                  is
                  effected by any government or official authority or by any person
                  or
                  persons claiming to be or to represent a government or official
                  authority
                  (excluding a requisition for hire for a fixed period not exceeding
                  90 days
                  without any right to an extension) unless it is within 30 days
                  redelivered
                  to the full control of the Guarantor which owns that Ship;
                  and

              


      

       

      
        	
                 

              	
                (c)

              	
                any
                  arrest, capture, seizure or detention of that Ship (including any
                  hijacking or theft) unless it is within 30 days redelivered to
                  the full
                  control of the Guarantor which owns that
                  Ship.

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      “Total
        Loss Date”  means, in relation to the Total Loss of any Ship
        (other than a Newbuilding):

       

      
        	
                 

              	
                (a)

              	
                in
                  the case of an actual loss of that Ship, at noon Greenwich Mean
                  Time on
                  the date on which it occurred or, if that is unknown, the date
                  when that
                  Ship was last heard of;

              


      

       

      
        	
                 

              	
                (b)

              	
                in
                  the case of a constructive, compromised, agreed or arranged total
                  loss of
                  that Ship, the earlier of:

              


      

       

      
        	
                 

              	
                (i)

              	
                at
                  noon Greenwich Mean Time on the date on which a notice of abandonment
                  is
                  given to the insurers; and

              


      

       

      
        	
                 

              	
                (ii)

              	
                at
                  noon Greenwich Mean Time on the date of any compromise, arrangement
                  or
                  agreement made by or on behalf of the Guarantor which owns that
                  Ship with
                  that Ship’s insurers in which the insurers agree to treat that Ship as a
                  total loss; and

              


      

       

      
        	
                 

              	
                (c)

              	
                in
                  the case of any other type of total loss, at noon Greenwich Mean
                  Time on
                  the date (or the most likely date) on which it appears to the Agent,
                  acting reasonably, that the event constituting the total loss
                  occurred.

              


      

       

      “Transaction”  has
        the meaning given in each Master Agreement.

       

      “Transfer
        Certificate”  means a certificate in the form set out in
        Schedule 5 (Form of Transfer Certificate) or any other form agreed
        between the Agent and the Borrower.

       

      “Transfer
        Date”  means, in relation to a transfer, the later
        of:

       

      
        	
                 

              	
                (a)

              	
                the
                  proposed Transfer Date specified in the Transfer Certificate;
                  and

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  date on which the Agent executes the Transfer
                  Certificate.

              


      

       

      “Trust
        Property”  means:

       

      
        	
                 

              	
                (a)

              	
                all
                  Security and other rights granted to, or held or exercisable by,
                  the
                  Security Trustee under or by virtue of the Finance Documents, except
                  rights intended for the sole benefit or protection of the Security
                  Trustee;

              


      

       

      
        	
                 

              	
                (b)

              	
                all
                  moneys or other assets which are received or recovered by or on
                  behalf of
                  the Security Trustee under or by virtue of any Security or right
                  covered
                  by paragraph (a) above, including any moneys or other assets which
                  are
                  received or recovered by it as a result of the enforcement or exercise
                  by
                  it of such a Security or right; and

              


      

       

      
        	
                 

              	
                (c)

              	
                all
                  moneys or other assets which may accrue in respect of, or be derived
                  from,
                  any moneys or other assets covered by paragraph (b)
                  above,

              


      

       

      except
        any moneys or other assets which the Security Trustee has transferred to
        the
        Agent or (being entitled to do so) has retained in accordance with the
        provisions of Clause 30 (Role of the Servicing Banks, the Arranger and the
        Bookrunner).

       

      “Unfunded
        Current Liability” of any Plan shall mean the amount, if any, by which
        the value of the accumulated plan benefits under the Plan determined on a
        plan
        termination basis in accordance with actuarial assumptions at such time
        consistent with those prescribed by the PBGC for purposes of Section 4044
        of
        ERISA, exceeds the fair market value of all plan assets allocable to such
        liabilities under Title IV of ERISA (excluding any accrued but unpaid
        contributions).

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      “Unpaid
        Sum”  means any sum due and payable but unpaid by an Obligor
        under the Finance Documents.

       

      “Utilization”  means
        a utilization of the Facility.

       

      “Utilization
        Date”  means the date of a Utilization, being the date on
        which the relevant Loan is to be made.

       

      “Utilization
        Request”  means a notice substantially in the form set out in
        Part I of Schedule 3 (Requests).

       

      “Wholly-Owned
        Subsidiary” of any person means any corporation, limited liability
        company, partnership, joint venture, trust or estate or other entity of which
        100% of (a) the voting stock or membership interests of such corporation
        or
        company, (b) the interest in the capital or profits of such partnership or
        joint
        venture or (c) the beneficial interest in such trust or estate is at the
        time
        directly or indirectly owned or controlled by such person, by such person
        and
        one or more of its other Wholly-Owned Subsidiaries or by one or more of such
        person’s other Wholly-Owned Subsidiaries.

       

      
        	
                1.2

              	
                Construction

              


      

       

      
        	
                (a)

              	
                Unless
                  a contrary indication appears, any reference in this Agreement
                  to:

              


      

       

      
        	
                 

              	
                (i)

              	
                any
                  “FinanceParty”, any
                  “Obligor” or any other “person” shall be
                  construed so as to include its successors in title, permitted assigns
                  and
                  permitted transferees;

              


      

       

      
        	
                 

              	
                (ii)

              	
                “assets”
                  includes present and future properties, revenues and rights of
                  every
                  description;

              


      

       

      
        	
                 

              	
                (iii)

              	
                a
                  “Finance Document” or any other agreement or instrument
                  is a reference to that Finance Document or other agreement or instrument
                  as amended, restated or novated;

              


      

       

      
        	
                 

              	
                (iv)

              	
                “indebtedness”
                  includes any obligation (whether incurred as principal or as surety)
                  for
                  the payment or repayment of money, whether present or future, actual
                  or
                  contingent;

              


      

       

      
        	
                 

              	
                (v)

              	
                a
                  “person” includes an individual, partnership, corporation
                  (including a business trust), joint stock company, limited liability
                  company, trust, unincorporated association, joint venture or other
                  entity,
                  or a government or any political subdivision or agency
                  thereof;

              


      

       

      
        	
                 

              	
                (vi)

              	
                a
                  “regulation” includes any regulation, rule, official
                  directive, request or guideline (whether or not having the force
                  of law)
                  of any governmental, intergovernmental or supranational body, agency,
                  department or regulatory, self-regulatory or other authority or
                  organization;

              


      

       

      
        	
                 

              	
                (vii)

              	
                a
                  provision of law is a reference to that provision as amended or
                  re-enacted; and

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	
                (viii)

              	
                a
                  time of day is a reference to London
                  time.

              


      

       

      
        	
                (b)

              	
                Section,
                  Clause, Schedule and Exhibit headings are for ease of reference
                  only and
                  are not to be used for the purposes of construction or interpretation
                  of
                  the Finance Documents.

              


      

       

      
        	
                (c)

              	
                Unless
                  a contrary indication appears, a term used in any other Finance
                  Document
                  or in any notice given under, or in connection with, any Finance
                  Document
                  has the same meaning in that Finance Document or notice as in this
                  Agreement.

              


      

       

      
        	
                (d)

              	
                When
                  used in this Agreement, (i) the words “herein”, “hereof” and “hereunder”
                  and words of similar import shall refer to this Agreement as a
                  whole and
                  not to any provision of this Agreement, and the words “Section”, “Clause”,
                  “Schedule” and “Exhibit” shall refer to Sections and Clauses of, and
                  Schedules and Exhibits to, this Agreement unless otherwise specified
                  and
                  (ii) whenever the context so requires, the neuter gender includes
                  the
                  masculine or feminine, the masculine gender includes the feminine,
                  and the
                  singular number includes the plural, and vice
                  versa.

              


      

       

      
        	
                (e)

              	
                In
                  this Agreement in the computation of periods of time from a specified
                  date
                  to a later specified date, the word “from” means “from and including” and
                  the words “to” and “until” each means “to but
                  excluding”.

              


      

       

      
        	
                (f)

              	
                All
                  accounting terms not specifically defined herein shall be construed
                  in
                  accordance with GAAP.

              


      

       

      
        	
                (g)

              	
                A
                  Default (other than an Event of Default) is “continuing”
                  if it has not been remedied or waived and an Event of Default is
                  “continuing” if it has not been remedied or
                  waived.

              


      

       

      
        	
                1.3

              	
                Third
                  party rights

              


      

       

      The
        agreements of each Finance Party under this Agreement are made solely for
        the
        benefit of the Borrower and may not be relied upon or enforced by any other
        person.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      SECTION
        2

       

      THE
        FACILITY

       

      
        	
                2

              	
                THE
                  FACILITY

              


      

       

      
        	
                2.1

              	
                The
                  Facility

              


      

       

      Subject
        to the terms of this Agreement, the Lenders shall make available to the Borrower
        a Dollar revolving credit facility in an aggregate amount equal to the Total
        Commitments.

       

      
        	
                2.2

              	
                Finance
                  Parties’ rights and
                  obligations

              


      

       

      
        	
                (a)

              	
                The
                  obligations of each Finance Party under the Finance Documents and
                  under
                  the Master Agreements are several.  Failure by a Finance Party
                  to perform its obligations under the Finance Documents or under
                  any Master
                  Agreement does not affect the obligations of any other Party under
                  the
                  Finance Documents or under any other Master Agreement.  No
                  Finance Party is responsible for the obligations of any other Finance
                  Party under the Finance Documents and under the Master
                  Agreements.

              


      

       

      
        	
                (b)

              	
                The
                  rights of each Finance Party under or in connection with the Finance
                  Documents and the Master Agreements are separate and independent
                  rights
                  and any debt arising under the Finance Documents or any Master
                  Agreement
                  to a Finance Party from an Obligor shall be a separate and independent
                  debt.

              


      

       

      
        	
                (c)

              	
                A
                  Finance Party may separately sue for any Unpaid Amount due to
                  it.

              


      

       

      
        	
                (d)

              	
                Except
                  as provided in paragraph (c) above, no Finance Party may commence
                  proceedings against any Obligor in connection with a Finance Document
                  without the prior consent of the Majority
                  Lenders.

              


      

       

      
        	
                3

              	
                PURPOSE

              


      

       

      
        	
                3.1

              	
                Purpose

              


      

       

      
        	
                (a)

              	
                Effective
                  as of the Effective Date, each “Advance” then outstanding under the
                  Original Credit Agreement  shall automatically be deemed a Loan
                  made hereunder.

              


      

       

      
        	
                (b)

              	
                As
                  of the date hereof, an aggregate amount of $527,839,098.96 is outstanding
                  under the Original Credit Agreement (as set forth in Schedule 15
                  (Advances under Original Credit Agreement), of
                  which:

              


      

       

      
        	
                 

              	
                (i)

              	
                an
                  aggregate amount of $63,672,598.96 has been borrowed to finance
                  Newbuilding Predelivery Costs in relation to the IHI
                  Newbuildings;

              


      

       

      
        	
                 

              	
                (ii)

              	
                an
                  aggregate amount of $27,622,500.00 has been borrowed for working
                  capital
                  purposes; and

              


      

       

      
        	
                 

              	
                (iii)

              	
                an
                  aggregate amount of $436,544,000.00 has been borrowed to finance
                  Existing
                  Ships.

              


      

       

      It
        is understood that further “Advances” may be made under the Original Credit
        Agreement after the date hereof and prior to the Effective Date.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      


      
        	
                (c)

              	
                The
                  Borrower shall apply all amounts borrowed by it under the Facility
                  (including the amounts described in paragraph (a) above) as
                  follows:

              


      

       

      
        	
                 

              	
                (i)

              	
                to
                  assist a Guarantor to finance Newbuilding Predelivery Costs in
                  relation to
                  the IHI Newbuildings up to an aggregate principal amount of
                  $116,433,000;

              


      

       

      
        	
                 

              	
                (ii)

              	
                to
                  assist a Guarantor to finance Newbuilding Predelivery Costs in
                  relation to
                  the Target Newbuildings up to an aggregate principal amount of
                  $947,855,401;

              


      

       

      
        	
                 

              	
                (iii)

              	
                for
                  working capital purposes up to an aggregate principal amount of
                  $20,000,000 at any time; and

              


      

       

      
        	
                 

              	
                (iv)

              	
                Up
                  to the balance of the Total Commitments, after deducting the aggregate
                  principal amount of all Loans outstanding as of the date of any
                  relevant
                  Utilization Request, to assist a Guarantor to finance Newbuilding
                  Predelivery Costs in relation to any newbuilding for which an option
                  is
                  declared under the Option Agreement or Additional Newbuilding and/or
                  the
                  purchase price of an Additional Ship under the relevant Memorandum
                  of
                  Agreement or Shipbuilding Contract.

              


      

       

      
        	
                3.2

              	
                Additional
                  Ships and Additional
                  Newbuildings

              


      

       

      
        	
                (a)

              	
                Where
                  the Borrower wishes to borrow a Loan to finance the purchase price
                  of a
                  ship by a Guarantor, the Borrower shall notify the Agent (i) the
                  name of
                  such ship (ii) the general description and deadweight tonnage (which
                  shall
                  be between 25,000 and 85,000 deadweight tons), (iii) the age of
                  such ship
                  (which shall not be greater than ten years at the time of delivery
                  to such
                  Guarantor), (iv) the identity of the current owner, (v) the identity
                  of
                  the Guarantor, (vi) the purchase price of such ship paid or to
                  be paid by
                  such Guarantor, and (vii) such further information as the Agent
                  may
                  require.

              


      

       

      
        	
                (b)

              	
                Where
                  the Borrower wishes to borrow a Loan to finance Newbuilding Predelivery
                  Costs to be incurred by a Guarantor for a newbuilding other than
                  an IHI
                  Newbuilding, a Target Newbuilding or a newbuilding for which an
                  option is
                  declared pursuant to the Option Agreement, the Borrower shall notify
                  the
                  Agent (i) the general description and deadweight tonnage of the
                  relevant
                  dry bulk carrier to be built (which shall be between 25,000 and
                  85,000
                  deadweight tons), (ii) the identity of the shipyard, (iii) the
                  identity of
                  the Guarantor, (iv) the purchase price to be paid by such Guarantor
                  in
                  respect of such dry bulk carrier to be built, (v) the identity
                  of any
                  shipyard’s refund guarantor, and (vi) such further information as the
                  Agent may reasonably require.

              


      

       

      
        	
                (c)

              	
                If
                  available, the Borrower shall also provide the Agent with a true
                  and
                  complete copy of the relevant Memorandum of Agreement for any such
                  ship,
                  or the relevant Shipbuilding Contract and any Refund Guarantee
                  for any
                  such newbuilding.

              


      

       

      
        	
                (d)

              	
                Where
                  the relevant ship or newbuilding is not an IHI Newbuilding, Target
                  Newbuilding or a newbuilding for which an option is declared pursuant
                  to
                  the Option Agreement, the Agent shall, as soon as reasonably practical,
                  notify the Borrower of the Majority Lenders’ acceptance or rejection of
                  such ship or newbuilding for the purposes of a Loan, which acceptance
                  or
                  rejection shall be in the absolute discretion of the Majority
                  Lenders.

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	
                3.3

              	
                Monitoring

              


      

       

      No
        Finance Party is bound to monitor or verify the application of any amount
        borrowed pursuant to this Agreement.

       

      
        	
                4

              	
                CONDITIONS
                  OF EFFECTIVENESS AND
                  UTILIZATION

              


      

       

      
        	
                4.1

              	
                Conditions
                  precedent to Effectiveness

              


      

       

      The
        amendment and restatement of the Original Credit Agreement pursuant hereto
        shall
        become effective on and as of the first date (the “Effective
        Date”) not later than [l],
        2007 on which the
        Agent has received all of the documents and other evidence listed in Part
        I of
        Schedule 2 (Conditions Precedent) in form and substance satisfactory to
        the Agent.  The Agent shall notify the Borrower and the Lenders
        promptly upon being so satisfied, and the Borrower may not deliver a Utilization
        Request unless and until the Agent has so notified the Borrower.

       

      
        	
                4.2

              	
                Conditions
                  precedent to Utilization

              


      

       

      The
        Lenders will only be obliged to comply with Clause 5.4 (Lenders’
participation) if on the proposed Utilization Date and before the Loan is
        made available:

       

      
        	
                (a)

              	
                if
                  such Loan is to finance either (i) the initial Loan in respect
                  of
                  Newbuilding Predelivery Costs relating to a Newbuilding other than
                  an IHI
                  Newbuilding or a Target Newbuilding, or (ii) the purchase price
                  of an
                  Additional Ship, the Agent has received all of the documents and
                  other
                  evidence listed in Part II of Schedule 2 (Conditions Precedent)
                  in form and substance satisfactory to the
                  Agent;

              


      

       

      
        	
                (b)

              	
                unless
                  Clause 4.2(a) shall apply, the Agent shall have obtained, at the
                  Borrower’s expense, a valuation of each Ship including each Newbuilding
                  not earlier than 3 days before the relevant Utilization Date from
                  an
                  Approved Broker (which for purposes of this Clause 4.2(b) may,
                  at the
                  Agent’s option, be obtained from any internet-based service of such
                  Approved Broker from time to time, including the shipvalue.net
                  website of
                  H. Clarkson & Co. Ltd.) confirming that the amount of the Loan(s)
                  proposed to be borrowed on the relevant Utilization Date shall
                  not exceed
                  75% of the Security Value indicated by such
                  valuations;

              


      

       

      
        	
                (c)

              	
                no
                  Default is continuing or would result from the proposed
                  Loan;

              


      

       

      
        	
                (d)

              	
                the
                  Repeating Representations to be made by the Obligors in this Agreement
                  are
                  true in all material respects;

              


      

       

      
        	
                (e)

              	
                the
                  amount of such proposed Loan shall be an amount which conforms
                  to the
                  applicable provisions of Clause 5.3 (Currency and amount);
                  and

              


      

       

      
        	
                (f)

              	
                the
                  Agent has received a certificate of an officer of the Borrower,
                  dated as
                  of the proposed Utilization Date (the statements made in such certificate
                  shall be true on and as of such Utilization Date), certifying as
                  to (A)
                  the absence of any amendments to the articles of incorporation
                  and
                  by-laws, or certificate of formation and limited liability company
                  agreement of each Obligor previously certified to the Agent pursuant
                  to
                  Clauses 4.1 or 4.2(a), (B) the due incorporation or formation,
                  as the case
                  may be, and good standing of each Obligor, as a corporation or
                  limited
                  liability company formed under the laws of the Republic of The
                  Marshall
                  Islands and the absence of any proceeding for the dissolution or
                  liquidation of such Obligor, (C) that the Repeating Representations
                  are
                  true in all material respects and (D) the absence of any event
                  occurring
                  and continuing, or resulting from the making of the relevant Loan
                  that
                  constitutes a Default.

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        	
                4.3

              	
                Maximum
                  number of Loans

              


      

       

      
        	
                (a)

              	
                The
                  Borrower may not deliver a Utilization Request if, as a result
                  of the
                  proposed Utilization, ten (10) or more Loans would be
                  outstanding.

              


      

       

      
        	
                (b)

              	
                The
                  Borrower may not request that a Loan be divided if, as a result
                  of the
                  proposed division, ten (10) or more Loans would be
                  outstanding.

              


      

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      SECTION
        3

       

      UTILIZATION

       

      
        	
                5

              	
                UTILIZATION

              


      

       

      
        	
                5.1

              	
                Delivery
                  of a Utilization Request

              


      

       

      The
        Borrower may utilize the Facility by delivery to the Agent of a duly completed
        Utilization Request not later than the Specified Time.

       

      
        	
                5.2

              	
                Completion
                  of a Utilization Request

              


      

       

      
        	
                (a)

              	
                Each
                  Utilization Request is irrevocable and will not be regarded as
                  having been
                  duly completed unless:

              


      

       

      
        	
                 

              	
                (i)

              	
                the
                  proposed Utilization Date is a Business Day within the Availability
                  Period;

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  currency and amount of the Utilization comply with Clause 5.3
                  (Currency and amount);

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  proposed Interest Period complies with Clause 9 (Interest
                  Periods;); and

              


      

       

      
        	
                 

              	
                (iv)

              	
                it
                  specifies the purpose of the proposed Loan (i.e. for Newbuilding
                  Predelivery Costs, working capital or an Additional Ship) and,
                  except in
                  relation to a Loan for working capital, specifies the relevant
                  Newbuilding
                  or Additional Ship.

              


      

       

      
        	
                (b)

              	
                Only
                  one (1) Loan may be requested in each Utilization
                  Request.

              


      

       

      
        	
                5.3

              	
                Currency
                  and amount

              


      

       

      
        	
                (a)

              	
                The
                  currency specified in a Utilization Request must be
                  Dollars.

              


      

       

      
        	
                (b)

              	
                The
                  amount of the proposed Loan must be an amount which is not more
                  than the
                  Available Facility and which is a minimum of $10,000,000 or, if
                  less, the
                  Available Facility;  provided, however, a Loan to finance
                  Newbuilding Predelivery Costs or an Additional Ship may be an amount
                  which
                  is a minimum of $100,000.

              


      

       

      
        	
                (c)

              	
                The
                  amount of the proposed Loan shall be an amount which, together
                  with the
                  aggregate amount of all outstanding Loans, shall not exceed seventy-five
                  percent (75%) of the Security Value as of the Utilization
                  Date.

              


      

       

      
        	
                (d)

              	
                The
                  amount of any proposed Loan to finance Newbuilding Predelivery
                  Costs in
                  relation to IHI Newbuildings shall be an amount which, together
                  with the
                  aggregate amount of all outstanding Loans made for such purpose,
                  shall not
                  exceed $116,433,000.

              


      

       

      
        	
                (e)

              	
                The
                  amount of any proposed Loan to finance Newbuilding Predelivery
                  Costs in
                  relation to Target Newbuildings shall be an amount which, together
                  with
                  the aggregate amount of outstanding Loans made for such purpose,
                  shall not
                  exceed $947,855,401.

              


      

       

      
        	
                (f)

              	
                The
                  amount of any proposed Loan for working capital purposes shall
                  be an
                  amount which, together with the aggregate amount of all outstanding
                  Loans
                  made for such purpose, shall not exceed
                  $20,000,000.

              


      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      
        	
                5.4

              	
                Lenders’
                  participation

              


      

       

      
        	
                (a)

              	
                If
                  the conditions set out in this Agreement have been met, each Lender
                  shall
                  make its participation in each Loan available by the Utilization
                  Date
                  through its Facility Office.

              


      

       

      
        	
                (b)

              	
                The
                  amount of each Lender’s participation in each Loan will be equal to the
                  proportion borne by its Available Commitment to the Available Facility
                  immediately before making the Loan.

              


      

       

      
        	
                (c)

              	
                The
                  Agent shall notify each Lender of the amount of each Loan and the
                  amount
                  of its participation in that Loan by the Specified
                  Time.

              


      

       

      5.5           Notes

       

      
        	
                (a)

              	
                The
                  Borrower’s obligation to pay the principal of, and interest on, the Loans
                  made by each Lender shall, if requested by such Lender, be evidenced
                  by a
                  promissory note duly executed and delivered by the Borrower substantially
                  in the form of Exhibit A with blanks appropriately completed in
                  conformity
                  herewith (each, a
“Note”).

              


      

       

      
        	
                (b)

              	
                Each
                  Note shall (i) be executed by the Borrower, (ii) be payable to
                  the order of such Lender and be dated the Effective Date (or, in
                  the case
                  of Notes issued after the Effective Date, be dated the date of
                  issuance
                  thereof), (iii) be in a stated principal amount equal to the
                  Commitment of such Lender on the date of issuance thereof,
                  (iv) mature on the Termination Date, (v) bear interest as
                  provided in Clause 8 (Costs of Utilization), (vi) be subject
                  to voluntary prepayment and mandatory repayment as provided in
                  Section 4
                  (Reduction, Repayment, Prepayment and Cancellation) and
                  (vii) be entitled to the benefits of this Agreement and the other
                  Finance Documents.

              


      

       

      
        	
                (c)

              	
                Each
                  Lender will note on its internal records the amount of each Loan
                  made by
                  it and each payment in respect thereof and will, prior to any transfer
                  of
                  its Note, endorse on the reverse side thereof the outstanding principal
                  amount of Loans evidenced thereby.  Failure to make any such
                  notation or any error in any such notation or endorsement shall
                  not affect
                  the Borrower’s obligations in respect of such
                  Loans.

              


      

       

      
        	
                (d)

              	
                Notwithstanding
                  anything to the contrary contained above in this Clause 5.5 or
                  elsewhere
                  in this Agreement, a Note shall be delivered only to Lenders that
                  at any
                  time specifically request the delivery of such Notes.  No
                  failure of any Lender to request or obtain a Note evidencing its
                  Loans to
                  the Borrower shall affect or in any manner impair the obligations
                  of the
                  Borrower to pay the Loans (and all related obligations) incurred
                  by the
                  Borrower that would otherwise be evidenced thereby in accordance
                  with the
                  requirements of this Agreement, and shall not in any way affect
                  the
                  security or guaranties therefor provided pursuant to the Finance
                  Documents.  Any Lender that does not have a Note evidencing its
                  outstanding Loans shall in no event be required to make the notations
                  otherwise described in preceding paragraph (c).  At any time
                  (including, without limitation, to replace any Note that has been
                  destroyed or lost) when any Lender requests the delivery of a Note
                  to
                  evidence its Loans, the Borrower shall promptly execute and deliver
                  to
                  such Lender the requested Note in the appropriate amount provided
                  that, in the case of a substitute or replacement Note, the Borrower
                  shall
                  have received from such requesting Lender (i) an affidavit of loss or
                  destruction and (ii) a customary lost/destroyed Note indemnity, in
                  each case in form and substance reasonably acceptable to the Borrower
                  and
                  such requesting Lender, and duly executed by such requesting
                  Lender.

              


      

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      
        	
                (e)

              	
                On
                  the Effective Date or as soon thereafter as practicable, the Original
                  Lender shall surrender any promissory note made by the Borrower
                  to the
                  Original Lender;  provided the Original Lender may request a
                  Note in accordance with the preceding provisions of this Clause
                  5.5
                  (Notes).

              


      

       

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      SECTION
        4

       

      REDUCTION,
        REPAYMENT, PREPAYMENT AND CANCELLATION

       

      
        	
                6

              	
                REDUCTION
                  AND REPAYMENT

              


      

       

      
        	
                6.1

              	
                Reduction
                  of Total Commitments

              


      

       

      The
        Total Commitments shall be reduced and cancelled by an amount of $75,000,000
        on
        each Scheduled Commitment Reduction Date, and shall be reduced to zero and
        cancelled on the Termination Date.

       

      
        	
                6.2

              	
                Repayment
                  of Loans

              


      

       

      
        	
                (a)

              	
                On
                  any day on which the aggregate amount of the Loans exceeds the
                  aggregate
                  amount of the Total Commitments, the Borrower shall repay the Loans
                  in an
                  amount equal to such excess.

              


      

       

      
        	
                (b)

              	
                Concurrently
                  with the delivery of a Newbuilding by the relevant shipyard to
                  the
                  relevant Guarantor in accordance with the relevant Shipbuilding
                  Contract,
                  the Borrower shall repay in full all outstanding Loans made to
                  finance
                  Newbuilding Predelivery Costs relating to such Newbuilding (which
                  repayment may be made from the proceeds of a Loan for an Additional
                  Ship).

              


      

       

      
        	
                6.3

              	
                Termination
                  Date

              


      

       

      On
        the Termination Date, the Borrower shall additionally pay to the Agent for
        the
        account of the Finance Parties all other sums then accrued and owing under
        the
        Finance Documents.

       

      
        	
                7

              	
                PREPAYMENT
                  AND CANCELLATION

              


      

       

      
        	
                7.1

              	
                Illegality

              


      

       

      If
        it becomes unlawful in any applicable jurisdiction for a Lender to perform
        any
        of its obligations as contemplated by this Agreement or to fund or maintain
        its
        participation in any Loan:

       

      
        	
                (a)

              	
                that
                  Lender shall promptly notify the Agent upon becoming aware of that
                  event;

              


      

       

      
        	
                (b)

              	
                upon
                  the Agent notifying the Borrower, the Commitment of that Lender
                  will be
                  immediately cancelled; and

              


      

       

      
        	
                (c)

              	
                the
                  Borrower shall repay that Lender’s participation in the Loans on the last
                  day of the Interest Period for each Loan occurring after the Agent
                  has
                  notified the Borrower or, if earlier, the date specified by the
                  Lender in
                  the notice delivered to the Agent (being no earlier than the day
                  following
                  the date on which the notice was given by the Lender to the Agent
                  or, if
                  later, the last day of any applicable grace period permitted by
                  law).

              


      

       

      
        	
                7.2

              	
                Change
                  of Control

              


      

       

      If
        a Change of Control occurs:

       

      
        	
                (a)

              	
                the
                  Borrower shall promptly notify the Agent upon becoming aware of
                  that
                  event;

              


      

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                a
                  Lender shall not be obliged to fund a
                  Utilization;  and

              


      

       

      
        	
                (c)

              	
                if
                  the Majority Lenders so require, the Agent shall, by not less than
                  5 days’
                  notice to the Borrower, cancel the Facility and declare all outstanding
                  Loans, together with accrued interest, and all other amounts accrued
                  under
                  the Finance Documents immediately due and payable, whereupon the
                  Total
                  Commitments shall be cancelled and all such outstanding amounts
                  will
                  become immediately due and payable.

              


      

       

      
        	
                7.3

              	
                Voluntary
                  cancellation

              


      

       

      The
        Borrower may, if it gives the Agent not less than 5 Business Days’ (or such
        shorter period as the Majority Lenders may agree) prior notice, cancel the
        whole
        or any part (being a minimum amount of $5,000,000) of the Available
        Facility.  Any cancellation under this Clause 7.3 shall reduce the
        Commitments of the Lenders rateably.

       

      
        	
                7.4

              	
                Voluntary
                  prepayment of Loans

              


      

       

      The
        Borrower may, if it gives the Agent not less than 5 Business Days’ (or such
        shorter period as the Majority Lenders may agree) prior notice, prepay the
        whole
        or any part of any Loan (but, if in part, being an amount that reduces the
        amount of the Loan by a minimum amount of $5,000,000).

       

      
        	
                7.5

              	
                Mandatory
                  prepayment

              


      

       

      
        	
                (a)

              	
                In
                  addition to, and without limitation of, the provisions of Clause
                  21
                  (Security Cover):

              


      

       

      
        	
                 

              	
                (i)

              	
                if
                  (A) any Shipbuilding Contract or any Refund Guarantee is sold,
                  transferred
                  (other than by transfer to an Additional Guarantor), novated, cancelled,
                  terminated, rescinded or suspended or otherwise ceases to remain
                  in force
                  for any reason, (B) any Shipbuilding Contract is amended or varied
                  without
                  the prior written consent of the Majority Lenders except for any
                  such
                  amendment or variation as is permitted by this Agreement or any
                  other
                  relevant Finance Document, (C) a notice of cancellation and/or
                  rescission
                  is given by any Guarantor in respect of any Shipbuilding Contract
                  or any
                  Guarantor shall default in the performance of any of its obligations
                  under
                  any Shipbuilding Contract, or (D) any Ship has not for any reason
                  been
                  delivered to, and accepted by, the relevant Guarantor under the
                  relevant
                  Shipbuilding Contract by the date specified in Article VIII.3 of
                  the
                  relevant Shipbuilding Contract (being the date falling 210 days
                  after the
                  date specified as the “Delivery Date” under Article VII.1 of the relevant
                  Shipbuilding Contract (but ignoring any permissible delays));
                  or

              


      

       

      
        	
                 

              	
                (ii)

              	
                if
                  a Ship is sold;  or

              


      

       

      
        	
                 

              	
                (iii)

              	
                a
                  Ship becomes a Total Loss,

              


      

       

      the
        Borrower shall repay the Loans in an amount equal to the Relevant Percentage
        of
        the Loans outstanding immediately prior to such event.

       

      
        	
                (b)

              	
                Such
                  repayment shall be made:

              


      

       

      
        	
                 

              	
                (i)

              	
                in
                  the case of the occurrence of any event described in Clause 7.5(a)(i),
                  on
                  demand of the Agent;

              


      

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (ii)

              	
                in
                  the case of a sale of a Ship, on or before the date on which the
                  sale is
                  completed; and

              


      

       

      
        	
                 

              	
                (iii)

              	
                in
                  the case of a Total Loss of a Ship, on the earlier of the date
                  falling 150
                  days after the Total Loss Date and the date of receipt by the Security
                  Trustee of the proceeds of insurance relating to such Total
                  Loss.

              


      

       

      
        	
                7.6

              	
                Right
                  of repayment and cancellation in relation to a single
                  Lender

              


      

       

      
        	
                (a)

              	
                If:

              


      

       

      
        	
                 

              	
                (i)

              	
                any
                  sum payable to any Lender by an Obligor is required to be increased
                  under
                  Clause 12.1 (Gross-up for Taxes);
                  or

              


      

       

      
        	
                 

              	
                (ii)

              	
                any
                  Lender claims indemnification from the Borrower under Clause 12.2
                  (Tax
                  Indemnity) or Clause 13.1 (Increased
                  costs);

              


      

       

      the
        Borrower may, so long as the circumstance giving rise to the requirement
        or
        indemnification continues, give the Agent notice of cancellation of the
        Commitment of that Lender and its intention to procure the repayment of that
        Lender’s participation in the Loans.

       

      
        	
                (b)

              	
                On
                  receipt of a notice referred to in paragraph (a) above, the Commitment
                  of
                  that Lender shall immediately be reduced to
                  zero.

              


      

       

      
        	
                (c)

              	
                On
                  the last day of each Interest Period which ends after the Borrower
                  has
                  given notice under paragraph (a) above (or, if earlier, the date
                  specified
                  by the Borrower in that notice), the Borrower shall repay that
                  Lender’s
                  participation in that Loan.

              


      

       

      
        	
                7.7

              	
                Restrictions

              


      

       

      
        	
                (a)

              	
                Any
                  notice of cancellation or prepayment given by any Party under this
                  Clause
                  7 shall be irrevocable and, unless a contrary indication appears
                  in this
                  Agreement, shall specify the date or dates upon which the relevant
                  cancellation or prepayment is to be made and the amount of that
                  cancellation or prepayment.

              


      

       

      
        	
                (b)

              	
                Any
                  prepayment under this Agreement shall be made together with accrued
                  interest on the amount prepaid and all other sums payable under
                  the terms
                  of this Agreement (including any sums pursuant to Clause 14.2 (Other
                  Indemnities)) but otherwise without premium or
                  penalty.

              


      

       

      
        	
                (c)

              	
                Unless
                  a contrary indication appears in this Agreement, any part of the
                  Facility
                  which is repaid or prepaid may be reborrowed in accordance with
                  the terms
                  of this Agreement.

              


      

       

      
        	
                (d)

              	
                The
                  Borrower shall not repay or prepay all or any part of the Loans
                  or cancel
                  all or any part of the Commitments except at the times and in the
                  manner
                  expressly provided for in this
                  Agreement.

              


      

       

      
        	
                (e)

              	
                No
                  amount of the Total Commitments cancelled under this Agreement
                  may be
                  subsequently reinstated.

              


      

       

      
        	
                (f)

              	
                If
                  the Agent receives a notice under this Clause 7 it shall promptly
                  forward
                  a copy of that notice to either the Borrower or the affected Lender,
                  as
                  appropriate.

              


      

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      
        	
                7.8

              	
                Replacement
                  of Lender

              


      

       

      
        	
                (a)

              	
                If
                  any event described in paragraphs (i) or (ii) of Clause 7.6(a)
                  (Right
                  of repayment and cancellation in relation to a single Lender) shall
                  occur, the Borrower may, as an alternative to exercising its rights
                  under
                  Clause 7.6, on 15 Business Days’ prior written notice to the Agent and the
                  relevant Lender, replace such Lender by requiring such Lender to
                  (and such
                  Lender shall) transfer pursuant to Clause 27 (Changes to the
                  Lenders) all (and not part only) of its rights and obligations under
                  this Agreement to another Lender or other bank, financial institution,
                  trust, fund or other entity (a “Replacement Lender”)
                  selected by the Borrower, and which is acceptable to the Agent
                  (acting
                  reasonably), which confirms its willingness to assume and does
                  assume all
                  the obligations of the transferring Lender’s participations on the same
                  basis as the transferring Lender, for a purchase price in cash
                  payable at
                  the time of transfer equal to the outstanding principal amount
                  of such
                  Lender’s participation in the outstanding Utilizations and all accrued
                  interest, Break Costs and other amounts payable in relation thereto
                  under
                  the Finance Documents.

              


      

       

      
        	
                (b)

              	
                The
                  replacement of a Lender pursuant to this Clause 7.8 shall be subject
                  to
                  the following:

              


      

       

      
        	
                 

              	
                (i)

              	
                the
                  Borrower shall have no rights to replace the Agent or the Security
                  Trustee;

              


      

       

      
        	
                 

              	
                (ii)

              	
                neither
                  the Agent nor any Lender shall have any obligation to the Borrower
                  to find
                  a Replacement Lender; and

              


      

       

      
        	
                 

              	
                (iii)

              	
                in
                  no event shall the Lender replaced under this Clause 7.8 be required
                  to
                  pay or surrender to the Replacement Lender any of the fees received
                  by
                  such Lender pursuant to the Finance
                  Documents.

              


      

       

      
        	
                7.9

              	
                Unwinding
                  of Designated Transactions

              


      

       

      On
        or prior to any repayment or prepayment of a Loan under this Clause 7 or
        any
        other provision of this Agreement, the Borrower shall wholly or partially
        reverse, offset, unwind or otherwise terminate one or more of the continuing
        Designated Transactions which are interest rate swap transactions relating
        to
        the Loans so that the notional principal amount of the continuing Designated
        Transactions which are interest rate swap transactions relating to the Loans
        thereafter remaining does not and will not in the future (taking into account
        the scheduled amortization) exceed the amount of the Loans as reducing from
        time
        to time thereafter pursuant to Clause 6 (Reduction and
        Repayment).

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      SECTION
        5

       

      COSTS
        OF UTILIZATION

       

      
        	
                8

              	
                INTEREST

              


      

       

      
        	
                8.1

              	
                Calculation
                  of interest

              


      

       

      The
        rate of interest on each Loan for each Interest Period is the percentage
        rate
        per annum which is the aggregate of:

       

      
        	
                (a)

              	
                the
                  Margin;

              


      

       

      
        	
                (b)

              	
                LIBOR;
                  and

              


      

       

      
        	
                (c)

              	
                the
                  Mandatory Cost, if any.

              


      

       

      
        	
                8.2

              	
                Payment
                  of interest

              


      

       

      The
        Borrower shall pay accrued interest on each Loan on the last day of each
        Interest Period (and, if the Interest Period is longer than 3 Months, on
        the
        dates falling at 3 monthly intervals after the first day of the Interest
        Period).

       

      
        	
                8.3

              	
                Default
                  interest

              


      

       

      
        	
                (a)

              	
                If
                  an Obligor fails to pay any amount payable by it under a Finance
                  Document
                  on its due date, interest shall accrue on the Unpaid Sum from the
                  due date
                  up to the date of actual payment (both before and after judgment)
                  at a
                  rate which, subject to paragraph (b) below, is two percent (2.0%)
                  higher
                  than the rate which would have been payable if the Unpaid Sum had,
                  during
                  the period of non-payment, constituted a Loan in the currency of
                  the
                  Unpaid Sum for successive Interest Periods, each of a duration
                  selected by
                  the Agent (acting reasonably).  Any interest accruing under this
                  Clause 8.3 shall be immediately payable by the Obligor on demand
                  by the
                  Agent.

              


      

       

      
        	
                (b)

              	
                If
                  an Unpaid Sum consists of all or part of a Loan which became due
                  on a day
                  which was not the last day of an Interest Period relating to the
                  relevant
                  Loan:

              


      

       

      
        	
                 

              	
                (i)

              	
                the
                  first Interest Period for that Unpaid Sum shall have a duration
                  equal to
                  the unexpired portion of the current Interest Period relating to
                  the
                  relevant Loan; and

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  rate of interest applying to that Unpaid Sum during that first
                  Interest
                  Period shall be two percent (2.0%) higher than the rate which would
                  have
                  applied if that Unpaid  Sum had not become
                  due.

              


      

       

      
        	
                (c)

              	
                To
                  the extent permitted by applicable law, default interest (if unpaid)
                  arising on an Unpaid Sum will be compounded with the Unpaid Sum
                  at the end
                  of each Interest Period applicable to that Unpaid Sum but will
                  remain
                  immediately due and payable.

              


      

       

      
        	
                8.4

              	
                Advance
                  Ratio

              


      

       

      The
        Agent shall calculate in relation to each Accounting Period the ratio (expressed
        as a percentage) (the “Advance Ratio”) of (i) the aggregate
        amount of Loans outstanding on the first day of such Accounting Period, to
        (ii)
        the Security Value on the first day of such Accounting Period, determined
        on the
        basis 

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      of
        valuations delivered to the Agent pursuant to Clause 21.6 (Provision of
        Valuations and Information) not more than twenty-one (21) days prior to the
        first day of such Accounting Period;  provided, however, if
        valuations are not timely delivered for such purpose, then the Security Value
        for such Accounting Period shall be deemed to be $1.00; and provided further,
        however, that the Advance Ratio for the Accounting Period in which the
        Effective Date falls shall be calculated on the basis of the aggregate amount
        of
        Loans outstanding on the Effective Date and the valuations delivered pursuant
        to
        Part I of Schedule 2 (Conditions Precedent).

       

      
        	
                8.5

              	
                Application
                  to Master Agreements

              


      

       

      For
        the avoidance of doubt, Clause 8.3 (Default Interest) does not apply to
        any amount payable under a Master Agreement in respect of any continuing
        Designated Transaction as to which section 2(e) (Default Interest; Other
        Amounts) of that Master Agreement shall apply.

       

      
        	
                8.6

              	
                Notification
                  of rates of interest

              


      

       

      The
        Agent shall promptly notify the Lenders and the Borrower of the determination
        of
        a rate of interest under this Agreement.

       

      
        	
                9

              	
                INTEREST
                  PERIODS

              


      

       

      
        	
                9.1

              	
                Selection
                  of Interest Periods

              


      

       

      
        	
                (a)

              	
                The
                  Borrower may select an Interest Period for a Loan in the Utilization
                  Request for that Loan or (if that Loan has already been borrowed)
                  in a
                  Selection Notice; provided, however, with respect to each
                  “Advance” deemed a Loan in accordance with Clause 3.1(a)
                  (Purpose), the initial Interest Period for such Loan shall be
                  the
                  “Interest Period” in effect under the Original Credit Agreement prior to
                  the Effective Date until the end of such Interest
                  Period.

              


      

       

      
        	
                (b)

              	
                Each
                  Selection Notice for a Loan is irrevocable and must be delivered
                  to the
                  Agent by the Borrower not later than the Specified
                  Time.

              


      

       

      
        	
                (c)

              	
                If
                  the Borrower fails to deliver a Selection Notice to the Agent in
                  accordance with paragraph (b) above, the relevant Interest Period
                  will be
                  3 Months.

              


      

       

      
        	
                (d)

              	
                Subject
                  to this Clause 9, the Borrower may select an Interest Period of 3 or
                  6 Months or any other period agreed between the Borrower and the
                  Agent.  In addition the Borrower may select an Interest Period
                  of a period of less than 3 Months if such period ends on a Scheduled
                  Commitment Reduction Date or the Termination Date or the last day
                  of any
                  Interest Period then subsisting for another
                  Loan.

              


      

       

      
        	
                (e)

              	
                The
                  Borrower may not select any Interest Period for a Loan that ends
                  after (i)
                  any Scheduled Commitment Reduction Date, unless the aggregate amount
                  of
                  outstanding Loans which have Interest Periods which end or are
                  deemed to
                  end after such Scheduled Commitment Reduction Date will not exceed
                  the
                  aggregate amount of the Total Commitments on such Scheduled Commitment
                  Reduction Date, or (ii) the Termination
                  Date.

              


      

       

      
        	
                (f)

              	
                Each
                  Interest Period for a Loan shall start on the Utilization Date
                  or (if
                  already made) on the last day of its preceding Interest
                  Period.

              


      

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      
        	
                9.2

              	
                Non-Business
                  Days

              


      

       

      Except
        as otherwise provided in this Agreement, if an Interest Period would otherwise
        end on a day which is not a Business Day, that Interest Period will instead
        end
        on the next Business Day in that calendar month (if there is one) or the
        preceding Business Day (if there is not).

       

      
        	
                9.3

              	
                Consolidation
                  and division of Loans

              


      

       

      
        	
                (a)

              	
                Subject
                  to paragraph (b) below, if two (2) or more Interest
                  Periods:

              


      

       

      
        	
                 

              	
                (i)

              	
                relate
                  to Loans; and

              


      

       

      
        	
                 

              	
                (ii)

              	
                end
                  on the same date,

              


      

       

      those
        Loans will, unless the Borrower specifies to the contrary in the Selection
        Notice for the next Interest Period, be consolidated into, and treated as,
        a
        single Loan on the last day of that Interest Period.

       

      
        	
                (b)

              	
                Subject
                  to Clause 4.3 (Maximum number of Loans) and Clause
                  5.3 (Currency and amount), if the Borrower requests in a
                  Selection Notice that a Loan be divided into two (2) or more Loans,
                  that
                  Loan will, on the last day of its Interest Period, be so divided
                  into the
                  amounts specified in that Selection Notice, being an aggregate
                  amount
                  equal to the amount of the Loan immediately before its
                  division.

              


      

       

      
        	
                10

              	
                CHANGES
                  TO THE CALCULATION OF
                  INTEREST

              


      

       

      
        	
                10.1

              	
                Absence
                  of quotations

              


      

       

      Subject
        to Clause 10.2 (Market disruption), if LIBOR is to be determined
        by reference to the Reference Banks but a Reference Bank does not supply
        a
        quotation by the Specified Time on the Quotation Day, the applicable LIBOR
        shall
        be determined on the basis of the quotations of the remaining Reference
        Banks.

       

      
        	
                10.2

              	
                Market
                  disruption

              


      

       

      
        	
                (a)

              	
                If
                  a Market Disruption Event occurs in relation to a Loan for any
                  Interest
                  Period, then the rate of interest on each Lender’s share of that Loan for
                  the Interest Period shall be the rate per annum which is the sum
                  of:

              


      

       

      
        	
                 

              	
                (i)

              	
                the
                  Margin;

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  rate notified to the Agent by that Lender as soon as practicable
                  and in
                  any event before interest is due to be paid in respect of that
                  Interest
                  Period, to be that which expresses as a percentage rate per annum
                  the cost
                  to that Lender of funding its participation in that Loan from whatever
                  source it may reasonably select;
                  and

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  Mandatory Cost, if any, applicable to that Lender’s participation in the
                  Loan.

              


      

       

      
        	
                (b)

              	
                In
                  this Agreement “Market Disruption Event”
                  means:

              


      

       

      
        	
                 

              	
                (i)

              	
                at
                  or about noon Greenwich Mean Time on the Quotation Day for the
                  relevant
                  Interest Period, REUTERS BBA Page LIBOR 01 is not available and
                  none or
                  only one of the Reference Banks supplies a rate to the Agent to
                  determine
                  LIBOR for the relevant Interest Period;
                  or

              


      

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (ii)

              	
                before
                  close of business in London on the Quotation Day for the relevant
                  Interest
                  Period, the Agent receives notifications from a Lender or Lenders
                  (whose
                  participations in a Loan exceed thirty five percent (35%) of that
                  Loan)
                  that the cost to it or them of obtaining matching deposits in the
                  Relevant
                  Interbank Market would be in excess of
                  LIBOR.

              


      

       

      
        	
                10.3

              	
                Substitute
                  basis of interest

              


      

       

      
        	
                (a)

              	
                If
                  a Market Disruption Event occurs and the Agent or the Borrower
                  so
                  requires, the Agent and the Borrower shall enter into negotiations
                  (for a
                  period of not more than 30 days) with a view to agreeing a substitute
                  basis for determining the rate of
                  interest.

              


      

       

      
        	
                (b)

              	
                Any
                  substitute basis agreed pursuant to paragraph (a) above shall,
                  with the
                  prior consent of all the Lenders and the Borrower, be binding on
                  all
                  Parties.

              


      

       

      
        	
                10.4

              	
                Break
                  Costs

              


      

       

      
        	
                (a)

              	
                The
                  Borrower shall, within 3 Business Days of demand by a Finance Party,
                  pay
                  to that Finance Party its Break Costs attributable to all or any
                  part of a
                  Loan or Unpaid Sum being paid by the Borrower on a day other than
                  the last
                  day of an Interest Period for that Loan or Unpaid
                  Sum.

              


      

       

      
        	
                (b)

              	
                Each
                  Lender shall, as soon as reasonably practicable after a demand
                  by the
                  Agent, provide a certificate confirming the amount of its Break
                  Costs for
                  any Interest Period in which they
                  accrue.

              


      

       

      
        	
                11

              	
                FEES

              


      

       

      
        	
                11.1

              	
                Commitment
                  fee

              


      

       

      
        	
                (a)

              	
                The
                  Borrower shall pay to the Agent (for the account of each Lender)
                  a fee
                  computed at the rate of one quarter of one percent (0.25%) per
                  annum on
                  that Lender’s Available Commitment for the Availability
                  Period.

              


      

       

      
        	
                (b)

              	
                The
                  accrued commitment fee is payable on the last day of each successive
                  period of 3 Months which ends during the Availability Period, on
                  the last
                  day of the Availability Period and, if cancelled in full, on the
                  cancelled
                  amount of the relevant Lender’s Commitment at the time the cancellation is
                  effective.

              


      

       

      
        	
                11.2

              	
                Arrangement
                  fee

              


      

       

      The
        Borrower shall pay to the Arranger an arrangement fee in the amount and at
        the
        times agreed in a Fee Letter.

       

      
        	
                11.3

              	
                Agency
                  fee

              


      

       

      The
        Borrower shall pay to the Agent (for its own account) an agency fee in the
        amount and at the times agreed in a Fee Letter.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      SECTION
        6

       

      ADDITIONAL
        PAYMENT OBLIGATIONS

       

      
        	
                12

              	
                TAX
                  GROSS UP AND INDEMNITIES

              


      

       

      
        	
                12.1

              	
                Gross
                  Up for Taxes

              


      

       

      
        	
                (a)

              	
                All
                  payments made by the Borrower or any other Obligor hereunder and
                  under any
                  Note will be made without setoff, counterclaim or other
                  defense.  Except as provided in Clause
                  12.4 (Marshall Islands), all such payments will be
                  made free and clear of, and without deduction or withholding for,
                  any
                  present or future taxes, levies, imposts, duties, fees, assessments
                  or
                  other charges of whatever nature now or hereafter imposed by any
                  jurisdiction or by any political subdivision or taxing authority
                  thereof
                  or therein with respect to such payments (but excluding, except
                  as
                  provided in Clause 12.1(b), any tax imposed on or measured by the
                  net
                  income or net profits of a Lender pursuant to the laws of the jurisdiction
                  in which it is organized or the jurisdiction in which the principal
                  office
                  or applicable lending office of such Lender is located or any subdivision
                  of any such jurisdiction (such taxes being referred to collectively
                  as
                  “Excluded Taxes”)) and all interest, penalties or similar
                  liabilities with respect to such non-excluded taxes, levies, imposts,
                  duties, fees, assessments or other charges (all such non-excluded
                  taxes,
                  levies, imposts, duties, fees, assessments or other charges being
                  referred
                  to collectively, as “Non-Excluded Taxes”).  If
                  any Non-Excluded Taxes are so levied or imposed, the Borrower agrees
                  to
                  pay the full amount of such Non-Excluded Taxes, and such additional
                  amounts as may be necessary so that every payment of all amounts
                  due under
                  this Agreement or under any Note, after withholding or deduction
                  for or on
                  account of any Non-Excluded Taxes, will not be less than the amount
                  provided for herein or in such
                  Note.

              


      

       

      
        	
                (b)

              	
                If
                  any amounts are payable in respect of Non-Excluded Taxes pursuant
                  to
                  Clause 12.1(a), the Borrower agrees to reimburse each Lender, upon
                  the
                  written request of such Lender, for taxes imposed on or measured
                  by the
                  net income or net profits of such Lender pursuant to the laws of
                  the
                  jurisdiction in which such Lender is organized or in which the
                  principal
                  office or applicable lending office of such Lender is located or
                  under the
                  laws of any political subdivision or taxing authority of any such
                  jurisdiction in which such Lender is organized or in which the
                  principal
                  office or applicable lending office of such Lender is located arising
                  as a
                  result of the payment of such Non-Excluded Taxes by the Borrower
                  to such
                  Lender and for any withholding of taxes as such Lender shall determine
                  are
                  payable by, or withheld from, such Lender, in respect of such amounts
                  so
                  paid to or on behalf of such Lender pursuant to Clause 12.1(a)
                  and in
                  respect of any amounts paid to or on behalf of such Lender pursuant
                  to
                  this Clause 12.1(b).

              


      

       

      
        	
                (c)

              	
                The
                  Borrower will furnish to the Agent within 45 days after the date
                  the
                  payment of any Non-Excluded Taxes is due pursuant to applicable
                  law
                  certified copies of tax receipts evidencing such payment by the
                  Borrower.

              


      

       

      
        	
                12.2

              	
                Tax
                  Indemnity

              


      

       

      Each
        of the Obligors agrees to indemnify and hold harmless each Lender, and reimburse
        such Lender upon its written request, for the amount of any Non-Excluded
        Taxes
        levied or imposed on and paid by such Lender in respect of the transactions
        contemplated by the Finance Documents.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      
        	
                12.3

              	
                Stamp
                  Taxes

              


      

       

      Each
        of the Obligors agrees that it shall pay and hold each Finance Party harmless
        from and against any and all present and future stamp, documentary, transfer,
        sales and use, value added, excise and other similar taxes with respect to
        the
        Finance Documents or the transactions contemplated thereby and save each
        Finance
        Party harmless from and against any and all costs, losses or liabilities
        with
        respect to or resulting from any delay or omission (other than to the extent
        attributable to such Finance Party) to pay such taxes.

       

      
        	
                12.4

              	
                Marshall
                  Islands Taxation

              


      

       

      In
        the event that withholding taxes are imposed under the laws of the Republic
        of
        the Marshall Islands or any other jurisdiction in respect of payments on
        the
        Loan or other amounts due under this Agreement and if certain documentation
        provided by certain qualifying Lenders could reduce or eliminate such
        withholding taxes under the laws of the Republic of the Marshall Islands
        or such
        other jurisdiction or any treaty to which the Republic of the Marshall Islands
        or such other jurisdiction is a party, then, upon request by the Borrower,
        a
        Lender that is entitled to an exemption from, or reduction of, such withholding
        taxes shall deliver to the Borrower (with a copy to the Agent), at the time
        or
        times prescribed by applicable law, such properly completed and executed
        documentation requested by the Borrower, if any, as will permit such payments
        to
        be made without withholding or at a reduced rate; provided that such Lender
        is
        legally entitled to complete, execute and deliver such documentation and
        in such
        Lender's reasonable judgment such completion, execution or delivery would
        not
        materially prejudice the legal position of such
        Lender.  Notwithstanding the foregoing, nothing in this Clause 12.4
        shall require a Lender to disclose any confidential information (including,
        without limitation, its tax returns or its calculations); provided,
however, that information equivalent to that required by current
        versions
        of U.S. IRS Forms W-8 and W-9 shall not be treated as confidential.

      
         

        
          	
                  12.5

                	
                  Tax
                    Benefit Reimbursement

                


        

         

      

      If
        the Borrower or any other Obligor pays any additional amount under this Clause
        12 to a Lender and such Lender determines in its sole discretion that it
        has
        actually received or realized in connection therewith any refund or any
        reduction of, or credit against, its Tax liabilities in or with respect to
        the
        taxable year in which the additional amount is paid (a “Tax
        Benefit”), such Lender shall pay to Borrower an amount that the Lender
        shall, in its sole discretion, determine is equal to the net benefit, after
        tax,
        which was obtained by the Lender in such year as a consequence of such Tax
        Benefit; provided, however, that (i) any Lender may
        determine, in its sole discretion consistent with the policies of such Lender,
        whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender
        as a result of a disallowance or reduction (including through the expiration
        of
        any tax credit carryover or carryback of such Lender that otherwise would
        not
        have expired) of any Tax Benefit with respect to which such Lender has made
        a
        payment to the Borrower pursuant to this Clause 12.5 shall be treated as
        a
        Non-Excluded Tax for which the Borrower is obligated to indemnify such Lender
        pursuant to this Clause 12 without any exclusions or defenses;
        (iii) nothing in this Clause 12.5 shall require the Lender to disclose any
        confidential information to the Borrower (including, without limitation,
        its tax
        returns); and (iv) no Lender shall be required to pay any amounts pursuant
        to this Clause 12.5 at any time which a Default or Event of Default is
        continuing.

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      
        	
                13

              	
                INCREASED
                  COSTS

              


      

       

      
        	
                13.1

              	
                Increased
                  costs

              


      

       

      
        	
                (a)

              	
                Subject
                  to Clause 13.3 (Exceptions), the Borrower shall, within 3
                  Business Days of a demand by the Agent, pay for the account of
                  a Finance
                  Party the amount of any Increased Costs incurred by that Finance
                  Party or
                  any of its Affiliates as a result of (i) the introduction of or
                  any change
                  in (or in the interpretation or application of) any law or regulation
                  or
                  (ii) compliance by that Finance Party with any guideline or request
                  from
                  any central bank or other governmental authority (whether or not
                  having
                  the force of law) made after the date of this
                  Agreement.

              


      

       

      
        	
                (b)

              	
                In
                  this Agreement, “Increased Costs”
                  means:

              


      

       

      
        	
                 

              	
                (i)

              	
                a
                  reduction in the rate of return from the Facility or on a Finance
                  Party’s
                  (or its Affiliate’s) overall
                  capital;

              


      

       

      
        	
                 

              	
                (ii)

              	
                an
                  additional or increased cost; or

              


      

       

      
        	
                 

              	
                (iii)

              	
                a
                  reduction of any amount receivable under any Finance
                  Document,

              


      

       

      which
        is incurred or suffered by a Finance Party or any of its Affiliates to the
        extent that it is attributable to that Finance Party having entered into
        its
        Commitment or funding or performing its obligations under any Finance
        Document.

       

      
        	
                13.2

              	
                Increased
                  cost claims

              


      

       

      
        	
                (a)

              	
                A
                  Finance Party intending to make a claim pursuant to Clause
                  13.1 (Increased costs) shall notify the Agent of the event
                  giving rise to the claim, following which the Agent shall promptly
                  notify
                  the Borrower.

              


      

       

      
        	
                (b)

              	
                Each
                  Finance Party shall, as soon as practicable after a demand by the
                  Agent,
                  provide a certificate confirming the amount of its Increased
                  Costs.

              


      

       

      
        	
                13.3

              	
                Exceptions

              


      

       

      Clause
        13.1 (Increased costs) does not apply to the extent any Increased Cost
        is:

       

      
        	
                (a)

              	
                attributable
                  to a deduction or withholding required by law to be made by an
                  Obligor for
                  or on account of Tax from a payment under a Finance
                  Document;

              


      

       

      
        	
                (b)

              	
                compensated
                  for by Clause 12.2 (Tax Indemnity) (or would have
                  been compensated for under Clause 12.2 (Tax Indemnity) but was
                  not so compensated solely because of the exclusions in the definition
                  of
                  Excluded Tax;

              


      

       

      
        	
                (c)

              	
                compensated
                  for by the payment of the Mandatory Cost;
                  or

              


      

       

      
        	
                (d)

              	
                attributable
                  to the wilful breach by the relevant Finance Party or its Affiliates
                  of
                  any law or regulation.

              


      

       

      
        	
                14

              	
                OTHER
                  INDEMNITIES

              


      

       

      
        	
                14.1

              	
                Currency
                  indemnity

              


      

       

      
        	
                (a)

              	
                If
                  any sum due from an Obligor under the Finance Documents (a
                  “Sum”), or any order, judgment or award given or made
                  in
                  relation to a Sum, has to be converted from the currency (the
                  “First Currency”) in which that Sum is payable into
                  another currency (the “Second Currency”) for the purpose
                  of:

              


      

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (i)

              	
                making
                  or filing a claim or proof against that
                  Obligor;

              


      

       

      
        	
                 

              	
                (ii)

              	
                obtaining
                  or enforcing an order, judgment or award in relation to any litigation
                  or
                  arbitration proceedings,

              


      

       

      that
        Obligor shall as an independent obligation, within 3 Business Days of demand,
        indemnify each Finance Party to which that Sum is due against any cost, loss
        or
        liability arising out of or as a result of the conversion including any
        discrepancy between (A) the rate of exchange used to convert that Sum from
        the
        First Currency into the Second Currency and (B) the rate or rates of exchange
        available to that person at the time of its receipt of that Sum.

       

      
        	
                (b)

              	
                Each
                  Obligor waives any right it may have in any jurisdiction to pay
                  any amount
                  under the Finance Documents in a currency or currency unit other
                  than that
                  in which it is expressed to be
                  payable.

              


      

       

      
        	
                14.2

              	
                Other
                  indemnities

              


      

       

      The
        Borrower shall (or shall procure that an Obligor will), within 3 Business
        Days
        of demand, indemnify each Finance Party against any cost, loss or liability
        incurred by that Finance Party as a result of:

       

      
        	
                (a)

              	
                the
                  occurrence of any Event of Default;

              


      

       

      
        	
                (b)

              	
                a
                  failure by an Obligor to pay any amount due under a Finance Document
                  on
                  its due date, including without limitation, any cost, loss or liability
                  arising as a result of Clause 32 (Sharing among the Finance
                  Parties);

              


      

       

      
        	
                (c)

              	
                funding,
                  or making arrangements to fund, its participation in a Loan requested
                  by
                  the Borrower in a Utilization Request but not made by reason of
                  the
                  operation of any one or more of the provisions of this Agreement
                  (other
                  than by reason of default or negligence by that Lender alone);
                  or

              


      

       

      
        	
                (d)

              	
                a
                  Loan (or part of a Loan) not being prepaid in accordance with a
                  notice of
                  prepayment given by the Borrower.

              


      

       

      In
        circumstances where a Finance Party receives all or any part of a Loan otherwise
        than on the last day of an Interest Period the Borrower shall pay to such
        Finance Party in addition to Break Costs an amount equal to the Margin which
        would, but for receipt of the relevant part of the Loan, have accrued on
        the
        relevant part of such Loan from the date of such receipt to the earlier of
        (i)
        the end of the then current Interest Period relating thereto, and (ii) the
        90th
        day following the date of such receipt.

       

      
        	
                14.3

              	
                Indemnity
                  to the Agent and the Security
                  Trustee

              


      

       

      The
        Borrower shall promptly indemnify the Agent and the Security Trustee against
        any
        cost, loss or liability incurred by the Agent or the Security Trustee (acting
        reasonably) as a result of:

       

      
        	
                (a)

              	
                investigating
                  any event which it reasonably believes is a Default;
                  or

              


      

       

      
        	
                (b)

              	
                acting
                  or relying on any notice, request or instruction which it reasonably
                  believes to be genuine, correct and appropriately
                  authorized.

              


      

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      
        	
                14.4

              	
                Environmental
                  Indemnity

              


      

       

      The
        Borrower shall indemnify each Finance Party on demand against all costs,
        expenses, liabilities and losses sustained or incurred as a result of, or
        in
        connection with, Environmental Claims being made against it or otherwise
        howsoever arising out of any Environmental Incident.

       

      
        	
                15

              	
                MITIGATION
                  BY THE LENDERS

              


      

       

      
        	
                15.1

              	
                Mitigation

              


      

       

      
        	
                (a)

              	
                Each
                  Finance Party shall, in consultation with the Borrower, take all
                  reasonable steps to mitigate any circumstances which arise and
                  which would
                  result in any amount becoming payable under, or cancelled pursuant
                  to, any
                  of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and
                  indemnities), Clause13 Increased Costs) or paragraph 3 of
                  Schedule 4 (Mandatory Cost Formula) including (but not limited
                  to) transferring its rights and obligations under the Finance Documents
                  to
                  another Affiliate or Facility
                  Office.

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above does not in any way limit the obligations of any Obligor
                  under
                  the Finance Documents.

              


      

       

      
        	
                15.2

              	
                Limitation
                  of liability

              


      

       

      
        	
                (a)

              	
                The
                  Borrower shall indemnify each Finance Party for all costs and expenses
                  reasonably incurred by that Finance Party as a result of steps
                  taken by it
                  under Clause 15.1
                  (Mitigation).

              


      

       

      
        	
                (b)

              	
                A
                  Finance Party is not obliged to take any steps under Clause 15.1
                  (Mitigation) if, in the opinion of that Finance Party (acting
                  reasonably), to do so might be prejudicial to
                  it.

              


      

       

      
        	
                16

              	
                COSTS
                  AND EXPENSES

              


      

       

      
        	
                16.1

              	
                Transaction
                  expenses

              


      

       

      The
        Borrower shall promptly on demand pay the Agent, the Security Trustee, the
        Arranger and the Bookrunner the amount of all costs and expenses (including
        legal fees) reasonably incurred by any of them in connection with the
        negotiation, preparation, printing, execution and syndication of:

       

      
        	
                (a)

              	
                this
                  Agreement and any other documents referred to in this Agreement;
                  and

              


      

       

      
        	
                (b)

              	
                any
                  other Finance Documents executed after the date of this
                  Agreement.

              


      

       

      
        	
                16.2

              	
                Amendment
                  costs

              


      

       

      If
        an Obligor requests an amendment, waiver or consent, the Borrower shall,
        within
        3 Business Days of demand, reimburse the Agent and the Security Trustee for
        the
        amount of all costs and expenses (including legal fees) reasonably incurred
        by
        the Agent or the Security Trustee in responding to, evaluating, negotiating
        or
        complying with that request or requirement.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      
        	
                16.3

              	
                Enforcement
                  costs

              


      

       

      The
        Borrower shall, within 3 Business Days of demand, pay to each Finance Party
        the
        amount of all costs and expenses (including legal fees) incurred by that
        Finance
        Party in connection with the enforcement of, or the preservation of any rights
        under, any Finance Document.

       

      
        	
                16.4

              	
                Authority
                  to debit Collection
                  Account

              


      

       

      The
        Agent shall, without prejudice to any other of the provisions of this Agreement,
        be entitled (but not obliged) at any time and from time to time (without
        prior
        notice) to debit the Collection Account in order to satisfy amounts payable
        by
        the Borrower to any Finance Party pursuant to this Clause 16.  The
        Agent shall promptly notify the Borrower after any such debit to the Collection
        Account, provided that the failure to give such notice shall not affect
        the validity of such debit.

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      SECTION
        7

       

      GUARANTEE

       

      
        	
                17

              	
                GUARANTEE
                  AND INDEMNITY

              


      

       

      
        	
                17.1

              	
                Guarantee
                  and indemnity

              


      

       

      Each
        Guarantor irrevocably and unconditionally jointly and severally:

       

      
        	
                (a)

              	
                guarantees,
                  as primary guarantor and not as surety merely, to each Finance
                  Party
                  punctual payment and performance when due, whether at stated maturity,
                  by
                  acceleration or otherwise, by the Borrower of all the Borrower’s
                  obligations under the Finance Documents and the Master Agreements
                  whether
                  for principal, interest, fees, expenses or otherwise (collectively,
                  the
                  “Guaranteed
                  Obligations”);

              


      

       

      
        	
                (b)

              	
                undertakes
                  with each Finance Party that whenever the Borrower does not pay
                  any amount
                  when due under or in connection with any Finance Document or Master
                  Agreement, such Guarantor shall immediately on demand pay that
                  amount as
                  if it were the principal obligor;
                  and

              


      

       

      
        	
                (c)

              	
                indemnifies
                  each Finance Party immediately on demand against any cost, loss
                  or
                  liability suffered by that Finance Party (i) if any obligation
                  guaranteed
                  by it is or becomes unenforceable, invalid or illegal, or (ii)
                  by
                  operation of law as a consequence of the transactions contemplated
                  by the
                  Finance Documents and the Master Agreements.  The amount of the
                  cost, loss or liability shall be equal to the amount which that
                  Finance
                  Party would otherwise have been entitled to
                  recover.

              


      

       

      
        	
                17.2

              	
                Continuing
                  guarantee

              


      

       

      This
        guarantee is a continuing guarantee and will extend to the ultimate balance
        of
        sums payable by any Obligor under the Finance Documents and the Master
        Agreements, regardless of any intermediate payment or discharge in whole
        or in
        part.

       

      
        	
                17.3

              	
                Reinstatement

              


      

       

      If
        any payment by an Obligor or any discharge given by a Finance Party (whether
        in
        respect of the obligations of any Obligor or any security for those obligations
        or otherwise) is avoided or reduced as a result of insolvency or any similar
        event:

       

      
        	
                (a)

              	
                the
                  liability of each Obligor shall continue or be reinstated, as the
                  case may
                  be, as if the payment, discharge, avoidance or reduction had not
                  occurred;
                  and

              


      

       

      
        	
                (b)

              	
                each
                  Finance Party shall be entitled to recover the value or amount
                  of that
                  security or payment from each Obligor, as if the payment, discharge,
                  avoidance or reduction had not
                  occurred.

              


      

       

      
        	
                17.4

              	
                Waiver
                  of defenses

              


      

       

      The
        obligations of each Guarantor under this Clause 17 will not be affected by
        an
        act, omission, matter or thing which, but for this Clause, would reduce,
        release
        or prejudice any of its obligations under this Clause 17 (without limitation
        and
        whether or not known to it or any Finance Party) including:

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      
        	
                (a)

              	
                any
                  time, waiver or consent granted to, or composition with, any Obligor
                  or
                  other person;

              


      

       

      
        	
                (b)

              	
                the
                  release of any other Obligor or any other person under the terms
                  of any
                  composition or arrangement with any creditor of any member of the
                  Group;

              


      

       

      
        	
                (c)

              	
                the
                  taking, variation, compromise, exchange, renewal or release of,
                  or refusal
                  or neglect to perfect, take up or enforce, any rights against,
                  or security
                  over assets of, any Obligor or other person or any non-presentation
                  or
                  non-observance of any formality or other requirement in respect
                  of any
                  instrument or any failure to realize the full value of any
                  security;

              


      

       

      
        	
                (d)

              	
                any
                  incapacity or lack of power, authority or legal personality of
                  or
                  dissolution or change in the members or status of an Obligor or
                  any other
                  person;

              


      

       

      
        	
                (e)

              	
                any
                  amendment (however fundamental) or replacement of a Finance Document,
                  a
                  Master Agreement or any other document or
                  security;

              


      

       

      
        	
                (f)

              	
                any
                  unenforceability, illegality or invalidity of any obligation of
                  any person
                  under any Finance Document, any Master Agreement or any other document
                  or
                  security; or

              


      

       

      
        	
                (g)

              	
                any
                  bankruptcy, insolvency or similar proceedings;
                  or

              


      

       

      
        	
                (h)

              	
                any
                  other circumstance whatsoever that might otherwise constitute a
                  defense
                  available to, or a legal or equitable discharge of, any
                  Obligor.

              


      

       

      
        	
                17.5

              	
                Immediate
                  recourse

              


      

       

      Each
        Guarantor waives any right it may have of first requiring any Finance Party
        (or
        any trustee or agent on its behalf) to proceed against or enforce any other
        rights or security or claim payment from any person before claiming from
        that
        Guarantor under this Clause17.  This waiver applies irrespective of
        any law or any provision of a Finance Document or Master Agreement to the
        contrary.

       

      
        	
                17.6

              	
                Deferral
                  of Guarantors’ rights

              


      

       

      Until
        all amounts which may be or become payable by the Obligors under or in
        connection with the Finance Documents and the Master Agreements have been
        irrevocably paid in full and unless the Agent otherwise directs, no Guarantor
        will exercise any rights which it may have by reason of performance by it
        of its
        obligations under the Finance Documents:

       

      
        	
                (a)

              	
                to
                  be indemnified by an Obligor;

              


      

       

      
        	
                (b)

              	
                to
                  claim any contribution from any other guarantor of any Obligor’s
                  obligations under the Finance Documents;
                  and/or

              


      

       

      
        	
                (c)

              	
                to
                  take the benefit (in whole or in part and whether by way of subrogation
                  or
                  otherwise) of any rights of the Finance Parties under the Finance
                  Documents, the Master Agreements or of any other guarantee or security
                  taken pursuant to, or in connection with, the Finance Documents
                  or the
                  Master Agreements by any Finance
                  Party.

              


      

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      
        	
                17.7

              	
                Additional
                  security

              


      

       

      This
        guarantee is in addition to and is not in any way prejudiced by any other
        guarantee or security now or subsequently held by any Finance
        Party.

       

      
        	
                17.8

              	
                Right
                  of Contribution

              


      

       

      At
        any time a payment in respect of the Guaranteed Obligations is made under
        this
        guarantee, the right of contribution of each Guarantor against each other
        Guarantor shall be determined as provided in the immediately following sentence,
        with the right of contribution of each Guarantor to be revised and restated
        as
        of each date on which a payment (a “Relevant Payment”) is made
        on the Guaranteed Obligations under this guarantee.  At any time that
        a Relevant Payment is made by a Guarantor that results in the aggregate payments
        made by such Guarantor in respect of the Guaranteed Obligations to and including
        the date of the Relevant Payment exceeding such Guarantor’s Contribution
        Percentage (as defined below) of the aggregate payments made by all Guarantors
        in respect of the Guaranteed Obligations to and including the date of the
        Relevant Payment (such excess, the “Aggregate
        Excess Amount”), each such Guarantor shall
        have a right of contribution against each other Guarantor who has made payments
        in respect of the Guaranteed Obligations to and including the date of the
        Relevant Payment in an aggregate amount less than such other Guarantor’s
        Contribution Percentage of the aggregate payments made to and including the
        date
        of the Relevant Payment by all Guarantors in respect of the Guaranteed
        Obligations (the aggregate amount of such deficit, the “Aggregate
        Deficit Amount”) in an amount equal to (x) a fraction the numerator of
        which is the Aggregate Excess Amount of such Guarantor and the denominator
        of
        which is the Aggregate Excess Amount of all Guarantors multiplied by (y)
        the
        Aggregate Deficit Amount of such other Guarantor.  A Guarantor’s right
        of contribution pursuant to the preceding sentences shall arise at the time
        of
        each computation, subject to adjustment to the time of each computation;
        provided that no Guarantor may take any action to enforce such right
        until the Guaranteed Obligations have been paid in full in cash, it being
        expressly recognized and agreed by all parties hereto that any Guarantor’s right
        of contribution arising pursuant to this Clause 17.8 against any other Guarantor
        shall be expressly junior and subordinate to such other Guarantor’s obligations
        and liabilities in respect of the Guaranteed Obligations and any other
        obligations under this guarantee.  As used in this Clause
        17.8:  (i) each Guarantor’s “Contribution Percentage”
shall mean the percentage obtained by dividing (x) the
        Relevant Net Worth (as
        defined below) of such Guarantor by (y) the aggregate Relevant Net Worth
        of all
        Guarantors; (ii) the “Relevant
        Net Worth” of each Guarantor shall mean
        the greater of (x) the Net Worth (as defined below) of such Guarantor and
        (y)
        zero; and (iii) the “Net Worth” of each Guarantor shall mean
        the amount by which the fair saleable value of such Guarantor’s assets on the
        date of any Relevant Payment exceeds its existing debts and other liabilities
        (including contingent liabilities, but without giving effect to any Guaranteed
        Obligations arising under this guarantee) on such date.  All parties
        hereto recognize and agree that, except for any right of contribution arising
        pursuant to this Clause 17.8, each Guarantor who makes any payment in respect
        of
        the Guaranteed Obligations shall have no right of contribution or subrogation
        against any other Guarantor in respect of such payment until all of the
        Guaranteed Obligations have been irrevocably paid in full in
        cash.  Each Guarantor recognizes and acknowledges that the rights to
        contribution arising hereunder shall constitute an asset in favor of the
        party
        entitled to such contribution.  In this connection, each Guarantor has
        the right to waive its contribution right against any Guarantor to the extent
        that after giving effect to such waiver such Guarantor would remain Solvent,
        in
        the determination of the Agent.

       

      
        	
                17.9

              	
                Limitation
                  of Liability

              


      

       

      Each
        of the Guarantors and the Finance Parties hereby confirms that it is its
        intention that the Guaranteed Obligations not constitute a fraudulent transfer
        or conveyance for purposes of the U.S. Bankruptcy Code, the Uniform Fraudulent
        Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal
        or
        state law.  To effectuate the foregoing intention, each of the
        Guarantors and the Finance Parties hereby irrevocably agrees that the Guaranteed
        Obligations 

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      guaranteed
        by each Guarantor shall be limited to such amount as will, after giving effect
        to such maximum amount and all other (contingent or otherwise) liabilities
        of
        such Guarantor that are relevant under such laws and after giving effect
        to any
        rights to contribution pursuant to any agreement providing for an equitable
        contribution among such Guarantor and the other Guarantors, result in the
        Guaranteed Obligations of such Guarantor in respect of such maximum amount
        not
        constituting a fraudulent transfer or conveyance.

       

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

      SECTION
        8

       

      REPRESENTATIONS,
        UNDERTAKINGS AND EVENTS OF DEFAULT

       

      
        	
                18

              	
                REPRESENTATIONS

              


      

       

      Each
        of the Obligors jointly and severally makes the representations and warranties
        set out in this Clause 18 to each Finance Party on the date of this Agreement
        and on the Effective Date.

       

      
        	
                18.1

              	
                Status

              


      

       

      
        	
                (a)

              	
                It
                  is a corporation or a limited liability company, duly incorporated
                  or
                  formed and validly existing in good standing under the law of its
                  jurisdiction of incorporation or
                  formation.

              


      

       

      
        	
                (b)

              	
                It
                  is duly qualified and in good standing as a foreign company in
                  each other
                  jurisdiction in which it owns or leases property or in which the
                  conduct
                  of its business requires it to so qualify or be
                  licensed.

              


      

       

      
        	
                (c)

              	
                It
                  and each of its Subsidiaries has all requisite corporate or company
                  power
                  and authority to own or lease and operate its properties and to
                  carry on
                  its business as now conducted and as proposed to be
                  conducted.

              


      

       

      
        	
                18.2

              	
                Binding
                  obligations

              


      

       

      The
        obligations expressed to be assumed by it in this Agreement are, and, upon
        execution and delivery of each Finance Document and Master Agreement to which
        it
        is to be a party, the obligations expressed to be assumed by it in each such
        Finance Document and Master Agreement will be, legal, valid, binding and
        enforceable obligations, subject to applicable bankruptcy, insolvency,
        reorganization, moratorium or similar laws affecting the enforceability of
        creditor’s rights generally.

       

      
        	
                18.3

              	
                Non-conflict
                  with other obligations

              


      

       

      The
        entry into and performance by it of, and the transactions contemplated by,
        the
        Finance Documents and the Master Agreements do not and will not conflict
        with:

       

      
        	
                (a)

              	
                any
                  law or regulation applicable to it;

              


      

       

      
        	
                (b)

              	
                its
                  constitutional documents; or

              


      

       

      
        	
                (c)

              	
                any
                  agreement or instrument binding upon it or any of its
                  assets.

              


      

       

      
        	
                18.4

              	
                Power
                  and authority

              


      

       

      It
        has the power to enter into, perform and deliver, and has taken all necessary
        action to authorize its entry into, performance and delivery of, the Finance
        Documents and the Master Agreements to which it is a party and the transactions
        contemplated by those Finance Documents and the Master Agreements.

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

      
        	
                18.5

              	
                Validity
                  and admissibility in
                  evidence

              


      

       

      All
        Authorizations of any governmental authority or regulatory body or of any
        other
        person required or desirable:

       

      
        	
                (a)

              	
                to
                  enable it lawfully to enter into, exercise its rights and comply
                  with its
                  obligations in the Finance Documents and the Master Agreements
                  to which it
                  is a party;

              


      

       

      
        	
                (b)

              	
                for
                  the grant by any Obligor of the Security granted by it pursuant
                  to the
                  Finance Documents, and the perfection or maintenance of such Security
                  (including the first priority nature
                  thereof), and

              


      

       

      
        	
                (c)

              	
                to
                  make the Finance Documents and the Master Agreements to which it
                  is a
                  party admissible in evidence in its jurisdiction of
                  incorporation,

              


      

       

      have
        been obtained or effected and are in full force and effect.

       

      
        	
                18.6

              	
                Governing
                  law and enforcement

              


      

       

      
        	
                (a)

              	
                The
                  choice of New York law or English law, as the case may be, as the
                  governing law of the Finance Documents and the Master Agreements
                  (other
                  than the Mortgages) will be recognized and enforced in its jurisdiction
                  of
                  incorporation or formation.

              


      

       

      
        	
                (b)

              	
                Any
                  judgment obtained in any court sitting in New York City or in England
                  in
                  relation to a Finance Document or a Master Agreement will be recognized
                  and enforced in its jurisdiction of incorporation or
                  formation.

              


      

       

      
        	
                18.7

              	
                Deduction
                  of Tax

              


      

       

      It
        is not required under the law of its jurisdiction of incorporation to make
        any
        deduction for or on account of Tax from any payment it may make under any
        Finance Document or any Master Agreement to which it is a party.

       

      
        	
                18.8

              	
                No
                  filing or stamp taxes

              


      

       

      Under
        the law of its jurisdiction of incorporation or formation it is not necessary
        that the Finance Documents (other than the Mortgages) and the Master Agreements
        be filed, recorded or enrolled with any court or other authority in that
        jurisdiction or that any stamp, registration or similar tax be paid on or
        in
        relation to the Finance Documents and the Master Agreements or the transactions
        contemplated by the Finance Documents and the Master Agreements.

       

      
        	
                18.9

              	
                No
                  default

              


      

       

      No
        Event of Default is continuing or might reasonably be expected to result
        from
        the making of any Utilization.

       

      
        	
                18.10

              	
                No
                  misleading information

              


      

       

      No
        representation, warranty or statement made or certificate or document statement
        provided by any of the Obligors in or pursuant to this Agreement, any other
        Finance Document or any Master Agreement, or in any other document furnished
        in
        connection therewith, is untrue or incomplete in any material respect or
        contains any misrepresentation of a material fact or omits to state any material
        fact necessary to make any such statement herein or therein not
        misleading.

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      
        	
                18.11

              	
                Financial
                  statements

              


      

       

      
        	
                (a)

              	
                Its
                  Original Financial Statements were prepared in accordance with
                  GAAP
                  consistently applied.

              


      

       

      
        	
                (b)

              	
                Its
                  Original Financial Statements fairly present in all material respects
                  the
                  financial condition and operations of the Borrower and its Subsidiaries
                  as
                  at the date thereof.

              


      

       

      
        	
                (c)

              	
                There
                  has been no material adverse change in its business or financial
                  condition
                  (or the business or consolidated financial condition of the Group,
                  in the
                  case of the Borrower) since December 31,
                  2006.

              


      

       

      
        	
                18.12

              	
                Pari
                  passu ranking

              


      

       

      Its
        payment obligations under the Finance Documents and Master Agreements rank
        at
        least pari passu with the claims of all its other unsecured and
        unsubordinated creditors, except for obligations mandatorily preferred by
        law.

       

      
        	
                18.13

              	
                No
                  proceedings pending or
                  threatened

              


      

       

      No
        material litigation, arbitration or administrative proceedings (including
        proceedings relating to any alleged or actual breach of the ISM Code) of
        or
        before any court, arbitral body or agency have (to the best of its knowledge
        and
        belief) been started or threatened against it or any of its
        properties.

       

      
        	
                18.14

              	
                Status
                  of security

              


      

       

      
        	
                (a)

              	
                The
                  provisions of each Finance Document do now or, as the case may
                  be, will
                  upon execution and delivery (and, where applicable, registration
                  as
                  provided for in the Finance Documents), create in favor of the
                  Security
                  Trustee (i) in the case of the Mortgages, a valid first “preferred
                  mortgage” within the meaning of Chapter 3 of the Marshall Islands Maritime
                  Act, 1990, as amended, (or, if applicable, a first priority ship
                  mortgage
                  under the laws of the relevant Alternative Approved Flag), on the
                  respective Ships, subject to the recording or registration of the
                  Mortgages as described in the following paragraph, (ii) in the
                  case of the
                  Assignments of Shipbuilding Contract and Refund Guarantee, the
                  Assignments
                  of Earnings and the Assignments of Insurances, a valid, binding
                  and
                  executed and enforceable security interest in all right, title
                  and
                  interest in the collateral therein described, and shall constitute
                  a fully
                  perfected first priority security interest in favor of the Security
                  Trustee in all right, title and interest in such collateral, subject
                  to no
                  other Security and subject in the case of (A) the Assignments of
                  Shipbuilding Contract and Refund Guarantee and the Assignments
                  of
                  Earnings, to notice being given to account parties and to filing
                  proper
                  financing statements in the District of Columbia, and consent of
                  such
                  account parties being obtained, and (B) the Assignments of Insurances,
                  to
                  notice being given to underwriters and protection and indemnity
                  clubs, and
                  their consent being obtained where policy provisions or club rules
                  so
                  require), and (iii) in the case of the Account Charges, the Security
                  Interest Deed and the Master Agreement Assignments, a valid, binding
                  and
                  executed and enforceable Security Interest over the assets to which
                  such
                  Finance Documents, by their terms,
                  relate;

              


      

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                upon
                  execution and delivery by the relevant Guarantor and recording
                  in
                  accordance with the laws of the Republic of The Marshall Islands
                  (or, if
                  applicable, registration in accordance with the law of the relevant
                  Alternative Approved Flag), each of the Mortgages will be a first
                  “preferred mortgage” within the meaning of Chapter 313 of Title 46 of the
                  United States Code and will qualify for the benefits accorded a
“preferred
                  mortgage” under Chapter 313 of Title 46 of the United States Code and no
                  other filing or recording or refiling or rerecording or any other
                  act is
                  necessary or advisable to create or perfect such security interest
                  under
                  the Mortgages or in the mortgaged property therein
                  described;  and

              


      

       

      
        	
                (c)

              	
                no
                  third party will have any Security (except for Permitted Security)
                  over
                  any asset to which such Security, by its terms,
                  relates.

              


      

       

      
        	
                18.15

              	
                Compliance
                  with Authorizations

              


      

       

      It
        is in compliance with all applicable Authorizations, statutes, regulations
        and
        laws, including, without limitation, all Environmental Laws.

       

      
        	
                18.16

              	
                Margin
                  Stock

              


      

       

      It
        is not engaged in the business of extending credit for the purpose of purchasing
        or carrying Margin Stock and no proceeds of any Loan will be used to purchase
        or
        carry any Margin Stock or to extend credit to others for the purpose of
        purchasing or carrying any Margin Stock.

       

      
        	
                18.17

              	
                Compliance
                  with ERISA

              


      

       

      
        	
                (a)

              	
                Schedule
                  14 sets forth each Plan as of the date of this
                  Agreement.

              


      

       

      
        	
                (b)

              	
                Subject
                  to Clause 18.17(d) below, each Plan (and each related trust, insurance
                  contract or fund) is in substantial compliance with its terms and
                  with all
                  applicable laws, including, without limitation, ERISA and the Code;
                  each
                  Plan (and each related trust, if any) which is intended to be qualified
                  under Section 401(a) of the Code has received a favorable determination
                  letter from the Internal Revenue Service to the effect that it
                  meets the
                  requirements of Sections 401(a) and 501(a) of the Code covering
                  all tax
                  law changes prior to the Economic Growth and Tax Relief Reconciliation
                  Act
                  of 2001; no Reportable Event has occurred; no Plan which is a
                  multiemployer plan (as defined in Section 4001(a)(3) of ERISA)
                  is
                  insolvent or in reorganization; no Plan has an Unfunded Current
                  Liability
                  which, when added to the aggregate amount of Unfunded Current Liabilities
                  with respect to all other Plans, exceeds $100,000; no Plan which
                  is
                  subject to Section 412 of the Code or Section 302 of ERISA has
                  an
                  accumulated funding deficiency, within the meaning of such sections
                  of the
                  Code or ERISA, or has applied for or received a waiver of an accumulated
                  funding deficiency or an extension of any amortization period,
                  within the
                  meaning of Section 412 of the Code or Section 303 or 304 of ERISA;
                  all
                  contributions required to be made with respect to a Plan have been
                  timely
                  made; none of the Borrower, any Subsidiary of the Borrower or any
                  ERISA
                  Affiliate has incurred any material liability (including any indirect,
                  contingent or secondary liability) to or on account of a Plan pursuant
                  to
                  Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201,
                  4204 or
                  4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or
                  expects
                  to incur any such liability under any of the foregoing sections
                  with
                  respect to any Plan; no condition exists which presents a material
                  risk to
                  the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
                  of
                  incurring a liability to or on account of a Plan pursuant to the
                  foregoing
                  provisions of ERISA and the Code; no proceedings have been instituted
                  to
                  terminate or appoint a trustee to administer any Plan which is
                  subject to
                  Title IV of ERISA; no action, suit, proceeding, hearing, audit
                  or
                  investigation with respect to the administration,
                  

              


      

       

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

      operation
        or the investment of assets of any Plan (other than
        routine claims for benefits) is pending, expected or threatened; there has
        been
        no violation of the applicable requirements of Section 404 or 405 of ERISA
        or
        the exclusive benefit rule of under Section 401(a) of the Code by any fiduciary
        or disqualified person with respect to any Plan for which the Borrower, any
        Subsidiary of the Borrower or any ERISA Affiliate may be directly or indirectly
        liable; none of the Borrower, any Subsidiary of the Borrower or any ERISA
        Affiliate has filed, or is considering filing, an application under the IRS
        Employee Plans Compliance Resolution System or the Department of Labor’s
        Voluntary Fiduciary Correction Program with respect to any Plan; using actuarial
        assumptions and computation methods consistent with Part 1 of subtitle E
        of
        Title IV of ERISA, the aggregate liabilities of the Borrower and its
        Subsidiaries and its ERISA Affiliates to all Plans which are multiemployer
        plans
        (as defined in Section 4001(a)(3) of ERISA) in the event of a complete
        withdrawal therefrom, as of the close of the most recent fiscal year of each
        such Plan ended prior to the date of the most recent Credit Event, would
        not
        exceed $100,000; each group health plan (as defined in Section 607(1) of
        ERISA
        or Section 4980B(g)(2) of the Code) which covers or has covered employees
        or
        former employees of the Borrower, any Subsidiary of Borrower or any ERISA
        Affiliate has at all times been operated in compliance with the provisions
        of
        Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; each
        group health plan (as defined in 45 Code of Federal Regulations Section 160.103)
        which covers or has covered employees or former employees of the Borrower,
        any
        Subsidiary of the Borrower or any ERISA Affiliate has at all times been operated
        in compliance with the provisions of the Health Insurance Portability and
        Accountability Act of 1996 and the regulations promulgated thereunder; no
        lien
        imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary
        of the Borrower or any ERISA Affiliate exists or is likely to arise on account
        of any Plan; and the Borrower and its Subsidiaries may cease contributions
        to or
        terminate any employee benefit plan maintained by any of them without incurring
        any material liability.

       

      
        	
                (c)

              	
                Subject
                  to Clause 18.17(d) below, each Foreign Pension Plan has been maintained
                  in
                  substantial compliance with its terms and with the requirements
                  of any and
                  all applicable laws, statutes, rules, regulations and orders and
                  has been
                  maintained, where required, in good standing with applicable regulatory
                  authorities.  All contributions required to be made with respect
                  to a Foreign Pension Plan have been timely made.  None of the
                  Borrower or any of its Subsidiaries has incurred any obligation
                  in
                  connection with the termination of, or withdrawal from, any Foreign
                  Pension Plan.  The present value of the accrued benefit
                  liabilities (whether or not vested) under each Foreign Pension
                  Plan,
                  determined as of the end of the Borrower’s most recently ended fiscal year
                  on the basis of actuarial assumptions, each of which is reasonable,
                  did
                  not exceed the current value of the assets of such Foreign Pension
                  Plan
                  allocable to such benefit
                  liabilities.

              


      

       

      
        	
                (d)

              	
                The
                  foregoing representations in Clauses 18.17(b) and 18.17(c) are
                  made only
                  to the extent that the failure to be true, either individually
                  or in the
                  aggregate, could reasonably be expected to result in material liability
                  to
                  the Borrower and its Subsidiaries.

              


      

       

      
        	
                18.18

              	
                Not
                  “Investment Company”

              


      

       

      It
        is not an “investment company”, or a company “controlled” by an “investment
        company”, within the meaning of the Investment Company Act of 1940, as
        amended.

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      
        	
                18.19

              	
                Not
                  “National”

              


      

       

      It
        is not a “national” of any “designated foreign country”, within the meaning of
        the Foreign Asset Control Regulations or the Cuban Asset Control Regulations
        of
        the U.S. Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as amended,
        or
        any regulations or rulings issued thereunder.

       

      
        	
                18.20

              	
                No
                  Restriction

              


      

       

      Neither
        the making of any Loan nor the use of the proceeds thereof nor the performance
        by the Obligors of this Agreement violates any statute, regulation or executive
        order restricting loans to, investments in, or the export of assets to, foreign
        countries or entities doing business there.

       

      
        	
                18.21

              	
                Solvency

              


      

       

      It
        is, individually, and the Borrower and its Subsidiaries are, together,
        Solvent.

       

      
        	
                18.22

              	
                Use
                  of Proceeds

              


      

       

      The
        Borrower is using the proceeds of the Loans solely for the purposes set forth
        in
        the Clause 3 (Purpose).

       

      
        	
                18.23

              	
                Place
                  of Business

              


      

       

      The
        Borrower has a place of business in New York City.  None of the
        Obligors (other than the Borrower) has a place of business in the United
        States
        of America, the District of Columbia, the United States Virgin Islands, or
        any
        territory or insular possession subject to the jurisdiction of the United
        States
        of America.

       

      
        	
                18.24

              	
                Ownership
                  of Obligors

              


      

       

      All
        of the outstanding limited liability company interests or shares, as the
        case
        may be, of each of the Original Guarantors is, and each Additional Guarantor
        shall be, directly owned and controlled by the Borrower, and none of the
        Guarantors has any direct or indirect Subsidiaries.

       

      
        	
                18.25

              	
                Tax
                  Returns and Payments

              


      

       

      None
        of the Borrower’s Subsidiaries at the date hereof is required to file any U.S.
        federal income tax returns.  Each of the Borrower and its Subsidiaries
        has timely filed with the appropriate taxing authority, all material returns,
        statements, forms and reports for taxes (the “Returns”)
        required to be filed by or with respect to the income, properties or operations
        of the Borrower and/or any of its Subsidiaries.  The Returns
        accurately reflect in all material respects all liability for taxes of the
        Borrower and its Subsidiaries as a whole for the periods covered
        thereby.  The Borrower and each of its Subsidiaries have at all times
        paid, or have provided adequate reserves (in accordance with GAAP) for the
        payment of all taxes payable by them.  There is no material action,
        suit, proceeding, investigation, audit, or claim now pending or, to the
        knowledge of the Borrower or any of its Subsidiaries, threatened by any
        authority regarding any taxes relating to the Borrower or any of its
        Subsidiaries.  Neither the Borrower nor any of its Subsidiaries has
        entered into an agreement or waiver or been requested to enter into an agreement
        or waiver extending any statute of limitations relating to the payment or
        collection of taxes of the Borrower or any of its Subsidiaries, or is aware
        of
        any circumstances that would cause the taxable years or other taxable periods
        of
        the Borrower or any of its Subsidiaries 

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

      not
        to be subject to the normally applicable statute of
        limitations.  Neither the Borrower nor any of its Subsidiaries has
        incurred, nor will any of them incur, any material tax liability in connection
        with any transactions contemplated hereby (it being understood that the
        representation contained in this sentence does not cover any future tax
        liabilities of the Borrower or any of its Subsidiaries arising as a result
        of
        the operation of their businesses in the ordinary course of
        business).

       

      
        	
                18.26

              	
                No
                  money laundering

              


      

       

      It
        is acting for its own account and the borrowing of the Facility by the Borrower
        and the performance and discharge of each Obligor’s obligations and liabilities
        under this Agreement, the Master Agreements and the other Finance Documents
        to
        which it is a party and other arrangements effected or contemplated by this
        Agreement will not involve or lead to contravention of any law, official
        requirement or other regulatory measure or procedure implemented to combat
        “money laundering” (as defined in Article 1 of the Directives (91/308/EEC) of
        the Council of the European Community).

       

      
        	
                18.27

              	
                Repetition

              


      

       

      The
        Repeating Representations are deemed to be made by each Obligor by reference
        to
        the facts and circumstances then existing on:

       

      
        	
                (a)

              	
                the
                  date of each Utilization Request and the first day of each Interest
                  Period; and

              


      

       

      
        	
                (b)

              	
                in
                  the case of an Additional Guarantor, the day on which the relevant
                  Subsidiary becomes (or it is proposed that such Subsidiary becomes)
                  an
                  Additional Guarantor.

              


      

       

      
        	
                19

              	
                INFORMATION
                  UNDERTAKINGS

              


      

       

      The
        undertakings in this Clause 19 remain in force throughout the Security
        Period.

       

      
        	
                19.1

              	
                Financial
                  statements

              


      

       

      The
        Borrower shall supply to the Agent in sufficient copies for all the
        Lenders:

       

      
        	
                (a)

              	
                as
                  soon as the same become available, but in any event within 120
                  days after
                  the end of each of its financial years, its audited consolidated
                  financial
                  statements for that financial year;

              


      

       

      
        	
                (b)

              	
                as
                  soon as the same become available, but in any event within 60 days
                  after
                  the end of each quarter of each of its financial years, its consolidated
                  financial statements for that financial
                  quarter.

              


      

       

      
        	
                19.2

              	
                Compliance
                  Certificate

              


      

       

      
        	
                (a)

              	
                The
                  Borrower shall supply to the Agent, with each set of financial
                  statements
                  delivered pursuant to paragraph (a) or (b) of Clause 19.1 (Financial
                  statements), a Compliance Certificate setting out (in reasonable
                  detail) computations as to compliance with Clause 20 (Financial
                  covenants) and Clause 21 (Security Cover) as at the date as
                  at which those financial statements were drawn
                  up.

              


      

       

      
        	
                (b)

              	
                Each
                  Compliance Certificate shall be signed by the chief financial officer
                  and
                  the chief executive officer of the
                  Borrower.

              


      

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

      
        	
                19.3

              	
                Requirements
                  as to financial statements

              


      

       

      
        	
                (a)

              	
                Each
                  set of financial statements delivered by the Borrower pursuant
                  to Clause
                  19.1 (Financial statements) shall be certified by the chief
                  financial officer of the Borrower as fairly presenting its financial
                  condition as at the date as at which those financial statements
                  were drawn
                  up.

              


      

       

      
        	
                (b)

              	
                The
                  Borrower shall procure that each set of financial statements delivered
                  pursuant to Clause 19.1 (Financial statements) is prepared using
                  GAAP.

              


      

       

      
        	
                19.4

              	
                Information:
                  miscellaneous

              


      

       

      The
        Borrower shall supply to the Agent (in sufficient copies for all the Lenders,
        if
        the Agent so requests):

       

      
        	
                (a)

              	
                all
                  documents dispatched by the Borrower to its shareholders (or any
                  class of
                  them) at the same time as they are
                  dispatched;

              


      

       

      
        	
                (b)

              	
                promptly
                  upon the filing thereof, copies of all registration statements
                  and reports
                  on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material
                  filings which the Borrower shall have filed with the Securities
                  and
                  Exchange Commission or any similar governmental authority, or any
                  national
                  securities exchange, including, any reports or other disclosures
                  required
                  to be made in relation to the Borrower under Regulation FD or the
                  Sarbanes-Oxley Act of 2002;

              


      

       

      
        	
                (c)

              	
                promptly
                  upon becoming aware of them, the details of any litigation, arbitration
                  or
                  administrative proceedings (including proceedings relating to any
                  alleged
                  or actual breach of the ISM Code or the ISPS Code) which are current,
                  threatened or pending against any member of the Group, and which
                  might, if
                  adversely determined, have a Material Adverse
                  Effect;

              


      

       

      
        	
                (d)

              	
                on
                  a quarterly basis in relation to each Ship, her name, type, deadweight,
                  owner, full employment details, and month and year of build or,
                  in the
                  case of a Newbuilding, expected month and year of
                  delivery;

              


      

       

      
        	
                (e)

              	
                promptly,
                  such further information regarding any Ship, its Earnings or Insurances
                  or
                  the financial condition, business and operations of any member
                  of the
                  Group as any Finance Party (through the Agent) may reasonably
                  request.

              


      

       

      
        	
                19.5

              	
                Notification
                  of default

              


      

       

      
        	
                (a)

              	
                Each
                  Obligor shall notify the Agent of any Default (and the steps, if
                  any,
                  being taken to remedy it) promptly upon becoming aware of its occurrence
                  (unless that Obligor is aware that a notification has already been
                  provided by another Obligor).

              


      

       

      
        	
                (b)

              	
                Promptly
                  upon a request by the Agent, the Borrower shall supply to the Agent
                  a
                  certificate signed by 2 of its senior officers on its behalf certifying
                  that no Default is continuing (or if a Default is continuing, specifying
                  the Default and the steps, if any, being taken to remedy
                  it).

              


      

       

      
        	
                19.6

              	
                “Know
                  Your Customer” Checks

              


      

       

      If:

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

      
        	
                (a)

              	
                the
                  introduction of or any change in (or the interpretation, administration
                  or
                  application of) any law or regulation made after the date of this
                  Agreement;

              


      

       

      
        	
                (b)

              	
                any
                  change in the status of any Obligor after the date of this
                  Agreement;  or

              


      

       

      
        	
                (c)

              	
                a
                  proposed assignment or transfer by a Lender of any of its rights
                  and
                  obligations under this Agreement to a party that is not a Lender
                  prior to
                  such assignment or transfer,

              


      

       

      obliges
        the Agent or any Lender (or, in the case of paragraph (iii) above, any
        prospective new Lender) to comply with “know your customer” or similar
        identification procedures in circumstances where the necessary information
        is
        not already available to it, each Obligor shall promptly upon the request
        of the
        Agent or any Lender supply, or procure the supply of, such documentation
        and
        other evidence as is reasonably requested by the Agent (for itself or on
        behalf
        of any Lender) or any Lender (for itself or, in the case of the event described
        in paragraph (iii) above, on behalf of any prospective new Lender) in order
        for
        the Agent, such Lender or, in the case of the event described in paragraph
        (iii)
        above, any prospective new Lender to carry out and be satisfied it has complied
        with all necessary “know your customer” or other similar checks under all
        applicable laws and regulations pursuant to the transactions contemplated
        in the
        Finance Documents.

       

      
        	
                19.7

              	
                Patriot
                  Act Notice

              


      

       

      Each
        Finance Party hereby notifies the Obligors that pursuant to the requirements
        of
        the USA PATRIOT Act (Title III of Pub.:  107-56 (signed into law
        October 26, 2001)) (the “PATRIOT Act”), it is
        required to obtain, verify, and record information that identifies each Obligor,
        which information includes the name of each Obligor and other information
        that
        will allow such Finance Party to identify each Obligor in accordance with
        the
        PATRIOT Act.  Each Obligor agrees to provide such information from
        time to time to any Finance Party.

       

      
        	
                20

              	
                FINANCIAL
                  COVENANTS

              


      

       

      
        	
                20.1

              	
                Minimum
                  Adjusted Net Worth

              


      

       

      The
        Borrower shall maintain Adjusted Net Worth at an amount not less than
        $300,000,000 during any Accounting Period ending after the date
        hereof.

       

      
        	
                20.2

              	
                Minimum
                  Interest Coverage Ratio

              


      

       

      The
        Borrower shall maintain EBITDA at an amount not less than 200% of Gross Interest
        Expenses for each Accounting Period ending after the date hereof.

       

      
        	
                20.3

              	
                Minimum
                  Liquidity

              


      

       

      At
        all times on or after the date hereof, the Borrower shall maintain for each
        Ship
        owned by the Borrower or any of its Subsidiaries, free cash in an amount
        of
        $500,000 in one or more accounts with the Agent.

       

      
        	
                21

              	
                SECURITY
                  COVER

              


      

       

      
        	
                21.1

              	
                Minimum
                  required security cover

              


      

       

      Clause
        21.2 (Provision of additional security; prepayment) applies if the
        Agent notifies the Borrower that:

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

      
        	
                (a)

              	
                the
                  Security Value; plus

              


      

       

      
        	
                (b)

              	
                the
                  net realizable value of any additional security previously provided
                  under
                  this Clause 21;

              


      

       

      is
        below 130 per cent. of the aggregate of the Loans and of the Swap Exposure
        of
        each Swap Counterparty.

       

      
        	
                21.2

              	
                Provision
                  of additional security;
                  prepayment

              


      

       

      If
        the Agent serves a notice on the Borrower under Clause 21.1 (Minimum
        required security cover), the Borrower shall, within 10 days after the date
        on which the Agent’s notice is served, either:

       

      
        	
                (a)

              	
                provide,
                  or ensure that a third party provides, additional security which,
                  in the
                  opinion of the Agent, has a net realizable value at least equal
                  to the
                  shortfall and is documented in such terms as the Agent may approve
                  or
                  require (and if the Borrower does not make proposals satisfactory
                  to the
                  Agent in relation to such additional security within 5 days of
                  the date on
                  which the Agent’s notice is served, the Borrower shall be deemed to have
                  elected to repay in accordance with paragraph (b) below);
                  or

              


      

       

      
        	
                (b)

              	
                prepay
                  such part (at least) of the Loans as will eliminate the
                  shortfall.

              


      

       

      
        	
                21.3

              	
                Valuation
                  of Ships and Newbuildings

              


      

       

      The
        market value of a Ship or a Newbuilding at any date is that shown by a valuation
        prepared:

       

      
        	
                (a)

              	
                as
                  at a date not more than 21 days (or, in the case of Clause 4.2(b),
                  3 days)
                  previously;

              


      

       

      
        	
                (b)

              	
                by
                  an Approved Broker (including, in the case of Clause 4.2(b), from
                  any
                  internet-based service provided by such Approved
                  Broker);

              


      

       

      
        	
                (c)

              	
                with
                  or without physical inspection of that Ship or Newbuilding (as
                  the Agent
                  may require);

              


      

       

      
        	
                (d)

              	
                on
                  the basis of a sale for prompt delivery for cash on normal arm’s length
                  commercial terms as between a willing seller and a willing buyer,
                  free of
                  any existing charter or other contract of employment;
                  and

              


      

       

      
        	
                (e)

              	
                the
                  market value of a Newbuilding shall be the market value of the
                  Shipbuilding Contract relating to such Newbuilding less any amount
                  remaining unpaid to the relevant shipyard under such Shipbuilding
                  Contract.

              


      

       

      
        	
                21.4

              	
                Value
                  of additional vessel
                  security

              


      

       

      The
        net realizable value of any additional security which is provided under Clause
        21.2 (Provision of additional security; prepayment) and which consists
        of Security over a ship shall be that shown by a valuation complying with
        the
        requirements of Clause 21.3 (Valuation of Ships and
        Newbuildings).

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      
        	
                21.5

              	
                Valuations
                  binding

              


      

       

      Any
        valuation under this Clause 21 shall be binding and conclusive as regards
        the
        Borrower.

       

      
        	
                21.6

              	
                Provision
                  of valuations and
                  information

              


      

       

      
        	
                (a)

              	
                For
                  purposes of Clause 8.4 (Advance Ratio) and this Clause 21, the
                  Obligors at their expense shall cause a valuation of each Ship
                  and
                  Newbuilding to be made by an Approved Broker indicating the market
                  value
                  of such Ship and Newbuilding (i) not more than twenty-one (21)
                  days prior
                  to the first day of each Accounting Period, and (ii) at any time
                  the Agent
                  may request upon not less 5 days’ prior written notice from the Agent to
                  the Borrower.

              


      

       

      
        	
                (b)

              	
                The
                  Obligors shall promptly provide the Agent and any relevant Approved
                  Broker
                  with any information which the Agent or such Approved Broker may
                  reasonably request for the purposes of the valuation; and, if the
                  Obligors
                  fail to provide the information by the date specified in the request,
                  the
                  valuation may be made on any basis and assumptions which such Approved
                  Broker or the Agent considers
                  prudent.

              


      

       

      
        	
                21.7

              	
                Valuation
                  Expenses

              


      

       

      The
        Borrower shall, on demand, pay the Agent the amount of fees and expenses
        of the
        Approved Broker instructed by the Agent under this Clause and all legal and
        other expenses incurred by the Agent in connection with any matter arising
        out
        of this Clause.

       

      
        	
                22

              	
                GENERAL
                  UNDERTAKINGS

              


      

       

      The
        undertakings in this Clause 22 remain in force throughout the Security
        Period.

       

      
        	
                22.1

              	
                Authorizations

              


      

       

      Each
        Obligor shall promptly:

       

      
        	
                (a)

              	
                obtain,
                  comply with and do all that is necessary to maintain in full force
                  and
                  effect; and

              


      

       

      
        	
                (b)

              	
                upon
                  request of the Agent, supply copies to the Agent
                  of,

              


      

       

      any
        governmental Authorization required under any law or regulation of its
        jurisdiction of incorporation or formation, or the flag-state of any Ship
        to
        enable it (i) to perform its obligations under the Finance Documents and
        under
        the Master Agreements and to ensure the legality, validity, enforceability
        or
        admissibility in evidence in its jurisdiction of incorporation or formation,
        or
        in the flag-state of any Ship of any Finance Document or any Master Agreement
        to
        which it is a party, and (ii) to operate the Ships.

       

      
        	
                22.2

              	
                Compliance
                  with laws

              


      

       

      Each
        Obligor shall comply in all respects with all laws to which it may be subject
        including ERISA, if failure to so comply would materially impair its ability
        to
        perform its obligations under the Finance Documents and under the Master
        Agreements.

       

      
        	
                22.3

              	
                Negative
                  pledge

              


      

       

      
        	
                (a)

              	
                No
                  Obligor shall create or permit to subsist any Security over any
                  of its
                  assets, or sign or file, under the Uniform Commercial Code (or
                  analogous
                  statute or law) of any jurisdiction, a financing statement that
                  names it
                  as debtor, or sign any security agreement authorizing any secured
                  party
                  thereunder to file such financing
                  statement.

              


      

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                No
                  Obligor shall:

              


      

       

      
        	
                 

              	
                (i)

              	
                sell,
                  transfer or otherwise dispose of any of its assets on terms whereby
                  they
                  are or may be leased to or re-acquired by an
                  Obligor;

              


      

       

      
        	
                 

              	
                (ii)

              	
                sell,
                  transfer or otherwise dispose of any of its receivables on recourse
                  terms;

              


      

       

      
        	
                 

              	
                (iii)

              	
                enter
                  into any arrangement under which money or the benefit of a bank
                  or other
                  account may be applied, set-off or made subject to a combination
                  of
                  accounts; or

              


      

       

      
        	
                 

              	
                (iv)

              	
                enter
                  into any other preferential arrangement having a similar
                  effect,

              


      

       

      in
        circumstances where the arrangement or transaction is entered into primarily
        as
        a method of raising Financial Indebtedness or of financing the acquisition
        of an
        asset.

       

      
        	
                (c)

              	
                Paragraphs
                  (a) and (b) above do not apply to:

              


      

       

      
        	
                 

              	
                (i)

              	
                any
                  Permitted Security;  and

              


      

       

      
        	
                 

              	
                (ii)

              	
                any
                  netting or set-off arrangement entered into by any member of the
                  Group in
                  the ordinary course of its banking arrangements for the purpose
                  of netting
                  debit and credit balances or under any Master
                  Agreement.

              


      

       

      
        	
                22.4

              	
                Disposals

              


      

       

      
        	
                (a)

              	
                No
                  Obligor shall (and the Borrower shall ensure that no other member
                  of the
                  Group will) enter into a single transaction or a series of transactions
                  (whether related or not) and whether voluntary or involuntary to
                  sell,
                  lease, transfer or otherwise dispose of any asset (including any
                  Newbuilding (or the related Shipbuilding Contract) or any Ship,
                  its
                  Earnings or Insurances).

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above does not apply to any sale, lease, transfer or other
                  disposal:

              


      

       

      
        	
                 

              	
                (i)

              	
                made
                  in the ordinary course of trading of the disposing
                  entity;

              


      

       

      
        	
                 

              	
                (ii)

              	
                of
                  obsolete, worn out or surplus property disposed of in the ordinary
                  course
                  of business; or

              


      

       

      
        	
                 

              	
                (iii)

              	
                of
                  any Newbuilding (or the related Shipbuilding Contract) or any Ship,
                  but
                  only if the Borrower shall be in compliance with the provisions
                  of Clauses
                  7.5 (Mandatory Prepayment) and Clause 21 (Security
                  Cover) immediately after giving effect to such sale, lease, transfer
                  or other disposal; or

              


      

       

      
        	
                 

              	
                (iv)

              	
                of
                  a Ship made by a Guarantor to an Additional
                  Guarantor.

              


      

       

      
        	
                22.5

              	
                Merger

              


      

       

      No
        Obligor shall enter into any consolidation, demerger, merger or corporate
        reconstruction.

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

      
        	
                22.6

              	
                Change
                  of business

              


      

       

      The
        Borrower shall procure that no member of the Group shall engage in any line
        of
        business other than directly or indirectly owning and operating the Existing
        Ships, or acquiring and operating the Newbuildings and/or Additional
        Ships.

       

      
        	
                22.7

              	
                Ownership
                  of Guarantors

              


      

       

      The
        Borrower shall procure that each Guarantor remains a Wholly-Owned Subsidiary
        of
        the Borrower.

       

      
        	
                22.8

              	
                Dividends

              


      

       

      No
        Obligor shall declare or pay any dividend of any kind or make any purchase
        or
        redemption of or distribution on any stock, limited liability company interest
        or other equity interest without the prior written consent of the Agent except
        that (i) any Guarantor may make distributions to the Borrower, and (ii) for
        any
        Accounting Period, the Borrower may pay a dividend, if and so long as both
        immediately before and after the declaration and payment of such dividend,
        no
        Default or Event of Default shall have occurred and be continuing, up to
        the
        amount of Cumulative Free Cash at the time such dividend is declared and
        paid.

       

      
        	
                22.9

              	
                Debt

              


      

       

      No
        Obligor shall create, incur, assume or suffer to exist any Debt other than
        (i)
        Debt under the Finance Documents, and, prior to the Effective Date, under
        the
        Original Credit Agreement, (ii) Debt in respect of Designated Transactions
        under
        the Master Agreements, (iii) Debt for (x) trade payables and expenses accrued
        in
        the ordinary course of business and that are not overdue, or (y) customer
        advance payments and customer deposits received in the ordinary course of
        business, and (iv) Debt owing to Affiliates provided that such Debt is
        subordinated on terms and conditions acceptable to the Agent and subject
        in
        right of payment to the prior payment in full of all amounts outstanding
        under
        this Agreement.

       

      
        	
                22.10

              	
                Approved
                  Charter

              


      

       

      No
        Obligor shall agree to any amendment or supplement to, or waive or fail to
        enforce, any Approved Charter or any of its provisions in any material
        respect.

       

      
        	
                22.11

              	
                Loans;
                  Investments

              


      

       

      No
        Obligor shall make any loan or advance to, make any investment in, or enter
        into
        any working capital maintenance or similar agreement with respect to any
        person
        whether by acquisition of stock or indebtedness, by loan, guarantee or
        otherwise, except loans to another Obligor to the extent such Obligor is
        permitted to incur such Debt under Clause 22.9 (Debt).

       

      
        	
                22.12

              	
                Acquisitions

              


      

       

      No
        Obligor shall make any acquisition of an asset (other than an Additional
        Ship
        and/or a Newbuilding) outside the ordinary course of its business.

       

      
        	
                22.13

              	
                Additional
                  Guarantors

              


      

       

      
        	
                (a)

              	
                The
                  Borrower shall procure that each of its Subsidiaries that owns
                  or acquires
                  a Ship or any other ship or that enters into a Shipbuilding Contract
                  shall
                  accede to this Agreement as an Additional Guarantor and grant security
                  in
                  accordance with Clause 28.2 (Additional
                  Guarantors).

              


      

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                The
                  Borrower may procure that, upon delivery of any Target Newbuilding
                  by the
                  relevant shipyard, ownership of such Target Newbuilding will be
                  transferred to, and registered in the name of, a Wholly-Owned Subsidiary
                  of the Borrower which was not party previously to a Shipbuilding
                  Contract
                  relating to any Target Newbuilding.

              


      

       

      
        	
                22.14

              	
                Accounts

              


      

       

      
        	
                (a)

              	
                No
                  Obligor shall open or maintain any account with any bank or financial
                  institution except in the case of the Borrower, the Collection
                  Account,
                  and in the case of any Obligor, its Operating Account, and accounts
                  with
                  the Agent or Security Trustee for the purposes of the Finance
                  Documents.

              


      

       

      
        	
                (b)

              	
                No
                  Obligor shall make any withdrawal from any of the Operating Accounts
                  except in accordance with the Cash Pooling Deeds and except, so
                  long as no
                  Event of Default shall have occurred and be continuing, any amount
                  credited to an Operating Account shall be available to the relevant
                  Obligor to pay (i) the reasonable operating expenses of its Ship,
                  (ii) the
                  principal amount of the Loans, interest thereon and any other amounts
                  payable to the Finance Parties hereunder or under the other Finance
                  Documents or the Master Agreements, (iii) the reasonable overhead,
                  legal
                  and other expenses of the Obligors,  and (iv) any dividends or
                  distributions permitted under Clause 22.8
                  (Dividends).

              


      

       

      
        	
                22.15

              	
                Preservation
                  of Corporate/Company Existence,
                  Etc.

              


      

       

      Each
        Obligor shall preserve and maintain its corporate or company existence, as
        the
        case may be, as well as its material rights and franchises, and shall not
        permit
        any amendment of its articles of incorporation and by-laws, or certificate
        of
        formation or limited liability company agreement, as the case may be, without
        giving the Agent prior written notice of such proposed amendment.

       

      
        	
                22.16

              	
                Payment
                  of Taxes

              


      

       

      The
        Borrower will pay and discharge, and will cause each of its Subsidiaries
        to pay
        and discharge, all material taxes, assessments and governmental charges or
        levies imposed upon it or upon its income or profits, or upon any properties
        belonging to it, prior to the date on which penalties attach thereto, and
        all
        lawful claims which, if unpaid, might become a lien or charge upon any
        properties of the Borrower or any of its Subsidiaries not otherwise permitted
        under Clause 22.3 (Negative pledge), provided that none of the
        Borrower or any of its Subsidiaries shall be required to pay any such tax,
        assessment, charge, levy or claim which is being contested in good faith
        and by
        appropriate proceedings if it has maintained adequate reserves with respect
        thereto in accordance with generally accepted accounting
        principles.

       

      
        	
                22.17

              	
                Use
                  of Proceeds

              


      

       

      Each
        Obligor shall use the proceeds of the Loans solely for the purposes set forth
        in
        the Clause 3 (Purpose).

       

      
        	
                22.18

              	
                Transactions
                  with Affiliates

              


      

       

      No
        Obligor shall enter into or become a party to any material transaction or
        arrangement with any Affiliate (including, without limitation, the purchase
        from, sale to or exchange of property with, or the rendering of any service
        by
        or for, any Affiliate), except pursuant to (i) the reasonable requirements
        of
        its 

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

      business
        and upon terms which are fair and reasonable and in its best interests, or
        (ii)
        existing arrangements heretofore disclosed to the Agent in writing and approved
        by the Agent.

       

      
        	
                22.19

              	
                Place
                  of Business

              


      

       

      No
        Guarantor shall establish a place of business in the United States of America,
        the District of Columbia, the United States Virgin Islands, or any territory
        or
        insular possession subject to the jurisdiction of the United States of America
        unless 60 days’ prior written notice of such establishment is given to the
        Agent.

       

      
        	
                22.20

              	
                Capital
                  Stock

              


      

       

      The
        Borrower shall not issue any class of capital stock unless such stock is
        legally
        or effectively subordinated to the right of the Finance Parties to payment
        of
        any and all amounts due to the Finance Parties under the Finance Documents
        and
        the Master Agreements.

       

      
        	
                22.21

              	
                ERISA

              


      

       

      As
        soon as reasonably possible and, in any event, within 10 days after the Borrower
        or any of its Subsidiaries or any ERISA Affiliate knows or has reason to
        know of
        the occurrence of any of the following, the Borrower will deliver to the
        Agent,
        with sufficient copies for each of the Lenders, a certificate of the chief
        financial officer of the Borrower setting forth the full details as to such
        occurrence and the action, if any, that the Borrower, such Subsidiary or
        such
        ERISA Affiliate is required or proposes to take, together with any notices
        required or proposed to be given to or filed with or by the Borrower, the
        Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or the Plan
        administrator with respect thereto:  that a Reportable Event has
        occurred (except to the extent that the Borrower has previously delivered
        to the
        Agent a certificate and notices (if any) concerning such event pursuant to
        the
        next clause hereof); that a contributing sponsor (as defined in Section
        4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to
        the
        advance reporting requirement of PBGC Regulation Section 4043.61 (without
        regard
        to subparagraph (b)(1) thereof), and an event described in subsection .62,
        .63,
        .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected
        to occur with respect to such Plan within the following 30 days; that an
        accumulated funding deficiency, within the meaning of Section 412 of the
        Code or
        Section 302 of ERISA, has been incurred or an application may be or has been
        made for a waiver or modification of the minimum funding standard (including
        any
        required installment payments) or an extension of any amortization period
        under
        Section 412 of the Code or Section 303 or 304 of ERISA with respect to a
        Plan;
        that any contribution required to be made with respect to a Plan or Foreign
        Pension Plan has not been timely made and such failure could result in a
        material liability for the Borrower or any of its Subsidiaries; that a Plan
        has
        been or may be reasonably expected to be terminated, reorganized, partitioned
        or
        declared insolvent under Title IV of ERISA with a material amount of unfunded
        benefit liabilities; that a Plan (in the case of a Multiemployer Plan, to
        the
        best knowledge of the Borrower or any of its Subsidiaries or ERISA Affiliates)
        has a material Unfunded Current Liability; that proceedings may be reasonably
        expected to be or have been instituted by the PBGC to terminate or appoint
        a
        trustee to administer a Plan which is subject to Title IV of ERISA; that
        a
        proceeding has been instituted pursuant to Section 515 of ERISA to collect
        a
        material delinquent contribution to a Plan; that the Borrower, any Subsidiary
        of
        the Borrower or any ERISA Affiliate may 

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

      be
        directly or indirectly liable for a violation of the applicable requirements
        of
        Section 404 or 405 of ERISA or the exclusive benefit rule of under Section
        401(a) of the Code by any fiduciary or disqualified person with respect to
        any
        Plan; that the Borrower, any of its Subsidiaries or any ERISA Affiliate will
        or
        may reasonably expect to incur any material liability (including any indirect,
        contingent, or secondary liability) to or on account of the termination of
        or
        withdrawal from a Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or
        4212
        of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or
        4980
        of the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to
        a
        group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2)
        of the Code or 45 Code of Federal Regulations Section 160.103) under Section
        4980B of the Code and/or the Health Insurance Portability and Accountability
        Act
        of 1996; or that the Borrower, or any of its Subsidiaries may incur any material
        liability pursuant to any employee welfare benefit plan (as defined in Section
        3(1) of ERISA) that provides benefits to retired employees or other former
        employees (other than as required by Section 601 of ERISA) or any Plan or
        any
        Foreign Pension Plan.  Upon request, the Borrower will deliver to the
        Agent with sufficient copies to the Lenders (i) a complete copy of the
        annual report (on Internal Revenue Service Form 5500-series) of each Plan
        (including, to the extent required, the related financial and actuarial
        statements and opinions and other supporting statements, certifications,
        schedules and information) required to be filed with the Internal Revenue
        Service and (ii) copies of any records, documents or other information that
        must be furnished to the PBGC with respect to any Plan pursuant to Section
        4010
        of ERISA.  In addition to any certificates or notices delivered to the
        Lenders pursuant to the first sentence hereof, copies of annual reports and
        any
        records, documents or other information required to be furnished to the PBGC,
        and any notices received by the Borrower, any of its Subsidiaries or any
        ERISA
        Affiliate with respect to any Plan or Foreign Pension Plan with respect to
        any
        circumstances or event that could reasonably be expected to result in a material
        liability shall be delivered to the Lenders no later than ten (10) days after
        the date such annual report has been filed with the Internal Revenue Service
        or
        such records, documents and/or information has been furnished to the PBGC
        or
        such notice has been received by the Borrower, such Subsidiary or such ERISA
        Affiliate, as applicable.

       

      
        	
                22.22

              	
                Master
                  Agreements; Hedging

              


      

       

      The
        Borrower shall not without the prior written consent of the Original Swap
        Bank,
        enter into any Master Agreement, including any Transaction, or agree to any
        amendment or supplement to, or waive or fail to enforce, any Master Agreement
        or
        any of its provisions.

       

      
        	
                23

              	
                INSURANCE

              


      

       

      The
        undertakings in this Clause 23 remain in force throughout the Security
        Period.

       

      
        	
                23.1

              	
                Definitions

              


      

       

      
        	
                (a)

              	
                In
                  this Clause 23:

              


      

       

      “excess
        risks” means, in relation to any Ship, the proportion of claims for
        general average, salvage and salvage charges not recoverable under the hull
        and
        machinery policies in respect of that Ship in consequence of its insured
        value
        being less than the value at which that Ship is assessed for the purpose
        of such
        claims.

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

      “obligatory
        insurances” means, in relation to any Ship, all insurances effected, or
        which the Guarantor which owns that Ship is obliged to effect, under this
        Clause
        23 or any other provision of this Agreement or of another Finance
        Document.

       

      “policy”,
        in relation to any insurance, includes a slip, cover note, certificate of
        entry
        or other document evidencing the contract of insurance or its
        terms.

       

      “protection
        and indemnity risks” means the usual risks covered by a protection and
        indemnity association managed in London, including pollution risks and the
        proportion (if any) of any sums payable to any other person or persons in
        case
        of collision which are not recoverable under the hull and machinery policies
        by
        reason of the incorporation in them of clause 1 of the Institute Time Clauses
        (Hulls)(1/10/83) or clause 8 of the Institute Time Clauses (Hulls)(1/11/1995)
        or
        the Institute Amended Running Down Clause (1/10/71) or any equivalent
        provision.

       

      “war
        risks”  includes the risk of mines and all risks excluded by
        clause 23 of the Institute Time Clauses (Hulls)(1/10/83) or clause 24 of
        the
        Institute Time Clauses (Hulls) (1/11/1995).

       

      
        	
                (b)

              	
                In
                  this Clause 23, a reference to “approved” means approved
                  in writing by the Agent.

              


      

       

      
        	
                23.2

              	
                Maintenance
                  of obligatory insurances

              


      

       

      Each
        Guarantor shall keep the Ship owned by it insured at its expense
        against:

       

      
        	
                (a)

              	
                fire
                  and usual marine risks (including hull and machinery and excess
                  risks);

              


      

       

      
        	
                (b)

              	
                war
                  risks;

              


      

       

      
        	
                (c)

              	
                protection
                  and indemnity risks; and

              


      

       

      
        	
                (d)

              	
                any
                  other risks against which the Agent considers, having regard to
                  practices
                  and other circumstances prevailing at the relevant time, it would
                  be
                  commercially reasonable for that Guarantor to insure and which
                  are
                  specified by the Agent by notice to that Guarantor, and, upon request
                  of
                  the Agent, such Guarantor shall assign any insurances for such
                  other risks
                  to the Security Trustee as additional
                  security.

              


      

       

      
        	
                23.3

              	
                Terms
                  of obligatory insurances

              


      

       

      Each
        Guarantor shall effect such insurances in respect of the Ship owned by
        it:

       

      
        	
                (a)

              	
                in
                  Dollars;

              


      

       

      
        	
                (b)

              	
                in
                  the case of fire and usual marine risks and war risks, in an amount
                  on an
                  agreed value basis at least the greater
                  of:

              


      

       

      
        	
                 

              	
                (i)

              	
                when
                  aggregated with the agreed values of all other Ships mortgaged
                  to the
                  Security Trustee as security for the Loans, 120% of the aggregate
                  of the
                  Loans (excluding Loans borrowed to finance Newbuilding Predelivery
                  Costs
                  or for working capital purposes);
                  and

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  market value of the Ship owned by
                  it;

              


      

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      
        	
                (c)

              	
                in
                  the case of oil pollution liability risks, for an aggregate amount
                  equal
                  to the highest level of cover from time to time available under
                  basic
                  protection and indemnity club entry and in the international marine
                  insurance market;

              


      

       

      
        	
                (d)

              	
                in
                  the case of protection and indemnity risks, in respect of the full
                  tonnage
                  of the Ship owned by it;

              


      

       

      
        	
                (e)

              	
                on
                  approved terms; and

              


      

       

      
        	
                (f)

              	
                through
                  approved brokers and with approved insurance companies and/or underwriters
                  or, in the case of war risks and protection and indemnity risks,
                  in
                  approved war risks and protection and indemnity risks
                  associations.

              


      

       

      
        	
                23.4

              	
                Further
                  protections for the Finance
                  Parties

              


      

       

      In
        addition to the terms set out in Clause 23.3 (Terms of obligatory
        insurances), each Guarantor shall procure that the obligatory insurances
        effected by it shall:

       

      
        	
                (a)

              	
                in
                  relation only to the obligatory insurances for fire and usual marine
                  risks
                  and war risks, name (or be amended to name) the Security Trustee
                  as
                  additional named assured for its rights and interests, warranted
                  no
                  operational interest and with full waiver of rights of subrogation
                  against
                  the Security Trustee, but without the Security Trustee thereby
                  being
                  liable to pay (but having the right to pay) premiums, calls or
                  other
                  assessments in respect of such
                  insurance;

              


      

       

      
        	
                (b)

              	
                name
                  the Security Trustee as loss payee in accordance with the form
                  of loss
                  payable clause set out in Exhibit A to the Assignment of
                  Insurances;

              


      

       

      
        	
                (c)

              	
                provide
                  that all payments by or on behalf of the insurers under the obligatory
                  insurances to the Security Trustee shall, to the extent the applicable
                  persons referred to in Clause 23.3(f) are willing to agree, be
                  made
                  without set-off, counterclaim or deductions or condition
                  whatsoever;

              


      

       

      
        	
                (d)

              	
                provide
                  that such obligatory insurances shall be primary without right
                  of
                  contribution from other insurances which may be carried by the
                  Security
                  Trustee or any other Finance Party;
                  and

              


      

       

      
        	
                (e)

              	
                provide
                  that the Security Trustee may make proof of loss if the Guarantor
                  concerned fails to do so.

              


      

       

      
        	
                23.5

              	
                Renewal
                  of obligatory insurances

              


      

       

      Each
        Guarantor shall:

       

      
        	
                (a)

              	
                at
                  least 14 days before the expiry of any obligatory insurance effected
                  by
                  it:

              


      

       

      
        	
                 

              	
                (i)

              	
                notify
                  the Agent of the brokers (or other insurers) and any protection
                  and
                  indemnity or war risks association through or with which that Guarantor
                  proposes to renew that obligatory insurance and of the proposed
                  terms of
                  renewal; and

              


      

       

      
        	
                 

              	
                (ii)

              	
                obtain
                  the Agent’s approval to the matters referred to in paragraph (a)(i)
                  above;

              


      

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                at
                  least 2 days before the expiry of any obligatory insurance effected
                  by it,
                  renew that obligatory insurance in accordance with the Agent’s approval
                  pursuant to paragraph (A)above; and

              


      

       

      
        	
                (c)

              	
                procure
                  that the approved brokers and/or the approved war risks and protection
                  and
                  indemnity associations with which such a renewal is effected shall
                  promptly after the renewal notify the Agent in writing of the terms
                  and
                  conditions of the renewal.

              


      

       

      
        	
                23.6

              	
                Copies
                  of policies; letters of
                  undertaking

              


      

       

      Each
        Guarantor shall ensure that all approved brokers provide the Security Trustee
        with pro forma copies of all policies relating to the obligatory insurances
        which they are to effect or renew and of a letter or letters or undertaking
        in a
        form customary for the market from time to time.

       

      
        	
                23.7

              	
                Copies
                  of certificates of entry

              


      

       

      Each
        Guarantor shall ensure that any protection and indemnity and/or war risks
        associations in which the Ship owned by it is entered provides the Security
        Trustee with:

       

      
        	
                (a)

              	
                a
                  copy of the certificate of entry for that Ship;
                  and

              


      

       

      
        	
                (b)

              	
                a
                  letter or letters of undertaking in the form customary for the
                  market from
                  time to time.

              


      

       

      
        	
                23.8

              	
                Deposit
                  of original policies

              


      

       

      Each
        Guarantor shall ensure that all policies relating to obligatory insurances
        effected by it are deposited with the approved brokers through which the
        insurances are effected or renewed.

       

      
        	
                23.9

              	
                Payment
                  of premiums

              


      

       

      Each
        Guarantor shall punctually pay all premiums or other sums payable in respect
        of
        the obligatory insurances effected by it and produce all relevant receipts
        when
        so required by the Agent or the Security Trustee.

       

      
        	
                23.10

              	
                Guarantees

              


      

       

      Each
        Guarantor shall ensure that any guarantees required by a protection and
        indemnity or war risks association are promptly issued and remain in full
        force
        and effect.

       

      
        	
                23.11

              	
                Compliance
                  with terms of insurances

              


      

       

      No
        Guarantor shall do nor omit to do (nor permit to be done or not to be done)
        any
        act or thing which would or might render any obligatory insurance invalid,
        void,
        voidable or unenforceable or render any sum payable under an obligatory
        insurance repayable in whole or in part; and, in particular:

       

      
        	
                (a)

              	
                each
                  Guarantor shall take all necessary action and comply with all requirements
                  which may from time to time be applicable to the obligatory insurances,
                  and (without limiting the obligation contained in paragraph (c)
                  of Clause
                  23.6 (Copies of policies; letters of undertaking)) ensure that
                  the obligatory insurances are not made subject to any exclusions
                  or
                  qualifications to which the Agent has not given its prior
                  approval;

              


      

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                no
                  Guarantor shall make any change relating to the classification
                  or
                  classification society or manager or operator of the Ship owned
                  by it
                  which is not approved by the underwriters of the obligatory
                  insurances;

              


      

       

      
        	
                (c)

              	
                each
                  Guarantor shall make (and promptly supply copies to the Agent of)
                  all
                  quarterly or other voyage declarations which may be required by
                  the
                  protection and indemnity risks association in which the Ship owned
                  by it
                  is entered to maintain cover for trading to the United States of
                  America
                  and Exclusive Economic Zone (as defined in the United States Oil
                  Pollution
                  Act 1990 or any other applicable legislation);
                  and

              


      

       

      
        	
                (d)

              	
                no
                  Guarantor shall employ the Ship owned by it, nor allow it to be
                  employed,
                  otherwise than in conformity with the terms and conditions of the
                  obligatory insurances, without first obtaining the consent of the
                  insurers
                  and complying with any requirements (as to extra premium or otherwise)
                  which the insurers specify.

              


      

       

      
        	
                23.12

              	
                Alteration
                  to terms of insurances

              


      

       

      No
        Guarantor shall either make or agree to any alteration to the terms of any
        obligatory insurance nor waive any right relating to any obligatory
        insurance.

       

      
        	
                23.13

              	
                Settlement
                  of claims

              


      

       

      No
        Guarantor shall settle, compromise or abandon any claim under any obligatory
        insurance for Total Loss or for a Major Casualty, and shall do all things
        necessary and provide all documents, evidence and information to enable the
        Security Trustee to collect or recover any moneys which at any time become
        payable in respect of such obligatory insurances.

       

      
        	
                23.14

              	
                Provision
                  of information

              


      

       

      Each
        Guarantor shall promptly provide the Agent (or any persons which it may
        designate) with any information which the Agent (or any such designated person)
        requests for the purpose of:

       

      
        	
                (a)

              	
                obtaining
                  or preparing any report from an independent marine insurance broker
                  as to
                  the adequacy of the obligatory insurances effected or proposed
                  to be
                  effected; and/or

              


      

       

      
        	
                (b)

              	
                effecting,
                  maintaining or renewing any such insurances as are referred to
                  in Clause
                  23.15 (Mortgagee’s interest and additional perils insurances) or
                  dealing with or considering any matters relating to any such
                  insurances,

              


      

       

      
        	
                 

              	
                and
                  the Borrower shall, forthwith upon demand, indemnify the Security
                  Trustee
                  in respect of all fees and other expenses incurred by or for the
                  account
                  of the Security Trustee in connection with any such report as is
                  referred
                  to in paragraph (a) above.

              


      

       

      
        	
                23.15

              	
                Mortgagee’s
                  interest and additional perils
                  insurances

              


      

       

      
        	
                 

              	
                The
                  Security Trustee shall (unless otherwise instructed by the Majority
                  Lenders) from time to time effect, maintain and renew in its own
                  name in
                  respect of each Ship all or any of the following in an amount,
                  together
                  with the amount of such coverage in respect of all other Ships
                  mortgaged
                  to the Security Trustee as security for the Loans, equal to one
                  hundred
                  twenty percent (120%) of the aggregate of the Loans, on such terms,
                  through such insurers and generally in such manner as the Security
                  Trustee
                  may from time to time consider
                  appropriate:

              


      

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (i)

              	
                a
                  mortgagee’s interest marine insurance policy in respect of such Ship
                  (which policy may be issued solely in respect of such Ship or on
                  a fleet
                  basis in respect of all Ships mortgaged to the Security Trustee
                  as
                  security for the Loans) providing coverage on the so-called “German
                  Wording” basis; and

              


      

       

      
        	
                 

              	
                (ii)

              	
                a
                  mortgagee’s interest additional perils policy providing for the
                  indemnification of the Security Trustee against any matter capable
                  of
                  being insured against under a mortgagee’s interest additional perils
                  policy, including (without limitation) any possible losses or other
                  consequences of any Environmental
                  Claim,

              


      

       

      and
        the relevant Guarantor shall, upon demand, fully indemnify the Security Trustee
        in respect of all premiums and other expenses which are incurred in connection
        with or with a view to effecting, maintaining or renewing any such
        insurance.

       

      
        	
                24

              	
                SHIP
                  COVENANTS

              


      

       

      The
        undertakings in this Clause 24 remain in force throughout the Security
        Period.

       

      
        	
                24.1

              	
                Ships’
                  names and registration

              


      

       

      Each
        Guarantor shall:

       

      
        	
                (a)

              	
                keep
                  the Ship owned by it registered in its name under the laws and
                  flag of the
                  Republic of The Marshall Islands or an Alternative Approved
                  Flag;

              


      

       

      
        	
                (b)

              	
                not
                  do or allow to be done anything as a result of which such registration
                  might be cancelled or imperilled;
                  and

              


      

       

      
        	
                (c)

              	
                not
                  change the name of the Ship owned by
                  it.

              


      

       

      
        	
                24.2

              	
                Repair
                  and classification

              


      

       

      Each
        Guarantor shall keep the Ship owned by it in a good and safe condition and
        state
        of repair:

       

      
        	
                (a)

              	
                consistent
                  with first-class ship ownership and management
                  practice;

              


      

       

      
        	
                (b)

              	
                so
                  as to maintain the highest classification and rating for ships
                  of the same
                  age and type with the Classification Society free of overdue
                  recommendations and conditions affecting that Ship’s class;
                  and

              


      

       

      
        	
                (c)

              	
                so
                  as to comply with all laws and regulations applicable to ships
                  registered
                  in the Republic of the Marshall Islands (or, if applicable, the
                  relevant
                  Alternative Approved Flag) or to ships trading to any jurisdiction
                  to
                  which that Ship may trade from time to time, including but not
                  limited to
                  the ISM Code and the ISPS Code.

              


      

       

      
        	
                24.3

              	
                Modification

              


      

       

      Except
        as may be required by applicable law or the Classification Society, no Guarantor
        shall make any modification or repairs to, or replacement of, the Ship owned
        by
        it or equipment installed on it which would or might materially alter the
        structure, type or performance characteristics of that Ship or materially
        reduce
        its value.

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

      
        	
                24.4

              	
                Removal
                  of parts

              


      

       

      No
        Guarantor shall remove any material part of the Ship owned by it, or any
        item of
        equipment installed on, that Ship unless the part or item so removed is
        forthwith replaced by a suitable part or item which is in the same condition
        as
        or better condition than the part or item removed, is free from any Security
        (other than Permitted Security) in favor of any person other than the Security
        Trustee and becomes on installation on that Ship the property of the Guarantor
        concerned and subject to the security constituted by the relevant Mortgage;
        provided that a Guarantor may install equipment owned by a third party if
        the equipment can be removed without any risk of damage to the Ship owned
        by
        it.

       

      
        	
                24.5

              	
                Surveys

              


      

       

      Each
        Guarantor shall submit the Ship owned by it regularly to all periodic or
        other
        surveys which may be required for classification purposes and, if so required
        by
        the Agent provide the Agent, with copies of all survey reports.

       

      
        	
                24.6

              	
                Inspection

              


      

       

      Each
        Guarantor shall permit the Security Trustee (acting through surveyors or
        other
        persons appointed by it for that purpose) to board the Ship owned by it at
        all
        reasonable times to inspect its condition or to satisfy themselves about
        proposed or executed repairs and shall afford all proper facilities for such
        inspections.

       

      
        	
                24.7

              	
                Prevention
                  of and release from arrest

              


      

       

      Each
        Guarantor shall promptly discharge:

       

      
        	
                (a)

              	
                all
                  liabilities which give or may give rise to maritime or possessory
                  liens on
                  or claims enforceable against the Ship owned by it, its Earnings
                  or
                  Insurances;

              


      

       

      
        	
                (b)

              	
                all
                  taxes, dues and other amounts charged in respect of the Ship owned
                  by it,
                  its Earnings or Insurances; and

              


      

       

      
        	
                (c)

              	
                all
                  other outgoings whatsoever in respect of the Ship owned by it,
                  its
                  Earnings or Insurances,

              


      

       

      unless
        the same are being contested in good faith, adequate reserves have been
        established on the books of such Guarantor respect thereto and there exists
        no
        danger of arrest or forfeiture of the Ship by reason of the non-payment thereof
        and, forthwith upon receiving notice of the arrest of the Ship owned by it,
        or
        of its detention in exercise or purported exercise of any lien or claim,
        that
        Guarantor shall procure its release by providing bail or otherwise as the
        circumstances may require.

       

      
        	
                24.8

              	
                Compliance
                  with laws etc.

              


      

       

      Each
        Guarantor shall:

       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

       

      
        	
                (a)

              	
                comply,
                  or procure compliance with the ISM Code the ISPS Code, all Environmental
                  Laws and all other laws or regulations relating to the Ship owned
                  by it,
                  its ownership, operation and management or to the business of that
                  Guarantor;

              


      

       

      
        	
                (b)

              	
                not
                  employ the Ship owned by it nor allow its employment in any manner
                  contrary to any law or regulation in any relevant jurisdiction
                  including
                  but not limited to the ISM Code and the ISPS Code;
                  and

              


      

       

      
        	
                (c)

              	
                in
                  the event of hostilities in any part of the world (whether war
                  is declared
                  or not), not cause or permit the Ship owned by it to enter or trade
                  to any
                  zone which is declared a war zone by that Ship’s war risks insurers unless
                  the prior written consent of the Security Trustee has been given
                  and that
                  Guarantor has (at its expense) effected any special, additional
                  or
                  modified insurance cover which the Security Trustee may
                  require.

              


      

       

      
        	
                24.9

              	
                Provision
                  of information

              


      

       

      Each
        Guarantor shall promptly provide the Agent with any information which it
        requests regarding:

       

      
        	
                (a)

              	
                the
                  Ship owned by it, its employment, position and
                  engagements;

              


      

       

      
        	
                (b)

              	
                the
                  Earnings of the Ship owned by it and payments and amounts due to
                  its
                  master and crew;

              


      

       

      
        	
                (c)

              	
                any
                  expenditure incurred, or likely to be incurred, in connection with
                  the
                  operation, maintenance or repair of the Ship owned by it and any
                  payments
                  made by it in respect of that Ship;

              


      

       

      
        	
                (d)

              	
                any
                  towages and salvages;

              


      

       

      
        	
                (e)

              	
                its
                  compliance, the Approved Manager’s compliance and the compliance of the
                  Ship owned by it with the ISM Code and the ISPS
                  Code,

              


      

       

      and,
        upon the Agent’s request, provide copies of any current charter relating to the
        Ship owned by it, of any current guarantee of any such charter and of that
        Ship’s Safety Management Certificate and any relevant Document of
        Compliance.

       

      
        	
                24.10

              	
                Notification
                  of certain events

              


      

       

      Each
        Guarantor shall immediately upon acquiring knowledge thereof notify the Agent
        by
        fax, confirmed forthwith by letter, of:

       

      
        	
                (a)

              	
                any
                  casualty to the Ship owned by it which is or is likely to be or
                  to become
                  a Major Casualty;

              


      

       

      
        	
                (b)

              	
                any
                  occurrence as a result of which the Ship owned by it has become
                  or is, by
                  the passing of time or otherwise, likely to become a Total
                  Loss;

              


      

       

      
        	
                (c)

              	
                any
                  requirement or recommendation affecting class made in relation
                  to the Ship
                  owned by it by any insurer or classification society or by any
                  competent
                  authority which is not complied with during the specified period
                  given to
                  such Guarantor to comply with such requirement or
                  recommendation;

              


      

       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

       

      
        	
                (d)

              	
                any
                  arrest or detention of the Ship owned by it, any exercise or purported
                  exercise of any lien on that Ship or its Earnings or any requisition
                  of
                  that Ship for hire;

              


      

       

      
        	
                (e)

              	
                any
                  intended dry docking of the Ship owned by it (in respect of which
                  notification by fax only shall be
                  required);

              


      

       

      
        	
                (f)

              	
                any
                  Environmental Claim made against that Guarantor or in connection
                  with the
                  Ship owned by it, or any Environmental
                  Incident;

              


      

       

      
        	
                (g)

              	
                any
                  claim for breach of the ISM Code or the ISPS Code being made against
                  that
                  Guarantor, the Approved Manager or otherwise in connection with
                  the Ship
                  owned by it; or

              


      

       

      
        	
                (h)

              	
                any
                  other matter, event or incident, actual or threatened, the effect
                  of which
                  will or could lead to the ISM Code or the ISPS Code not being complied
                  with,

              


      

       

      and
        that Guarantor shall keep the Agent advised in writing on a regular basis
        and in
        such detail as the Agent shall require of that Guarantor’s, the Approved
        Manager’s or any other person’s response to any of those events or
        matters.

       

      
        	
                24.11

              	
                Restrictions
                  on chartering, appointment of managers
                  etc.

              


      

       

      No
        Guarantor shall, in relation to the Ship owned by it:

       

      
        	
                (a)

              	
                let
                  that Ship on demise charter for any
                  period;

              


      

       

      
        	
                (b)

              	
                enter
                  into any time or consecutive voyage charter (other than an Approved
                  Charter) in respect of that Ship for a term which exceeds, or which
                  by
                  virtue of any optional extensions may exceed, 18
                  months;

              


      

       

      
        	
                (c)

              	
                enter
                  into any charter in relation to that Ship under which more than
                  2 months’
                  hire (or the equivalent) is payable in
                  advance;

              


      

       

      
        	
                (d)

              	
                charter
                  that Ship otherwise than on bona fide arm’s length terms at the time when
                  that Ship is fixed;

              


      

       

      
        	
                (e)

              	
                appoint
                  a manager of that Ship other than an Approved Manager or agree
                  to any
                  alteration to the terms of such Approved Manager’s appointment in any
                  material respect;

              


      

       

      
        	
                (f)

              	
                de-activate
                  or lay up that Ship; or

              


      

       

      
        	
                (g)

              	
                put
                  that Ship into the possession of any person for the purpose of
                  work being
                  done upon it unless the expense of such work is within such Guarantor’s
                  financial capability and will not result in a claim or lien against
                  the
                  Ship in violation of this Agreement or any other Finance
                  Document.

              


      

       

      
        	
                24.12

              	
                Notice
                  of Mortgage

              


      

       

      Each
        Guarantor shall keep the Mortgage recorded against the Ship owned by it as
        a
        valid first preferred mortgage, carry on board that Ship a certified copy
        of the
        Mortgage and place and maintain in a conspicuous place in the navigation
        room
        and the master’s cabin of that Ship a framed printed notice stating that that
        Ship is mortgaged by that Guarantor to the Security Trustee.

       

      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

       

      
        	
                24.13

              	
                Sharing
                  of Earnings

              


      

       

      Except
        for a Cash Pooling Deed, no Guarantor shall enter into any agreement or
        arrangement for the sharing of any Earnings of the Ship owned by
        it.

       

      
        	
                25

              	
                APPLICATION
                  OF EARNINGS; SWAP PAYMENTS

              


      

       

      
        	
                25.1

              	
                Payment
                  of Earnings and Swap
                  Payments

              


      

       

      
        	
                (a)

              	
                Each
                  Guarantor shall ensure that, subject only to the provisions of
                  the
                  Assignment of Earnings to which it is a party, all the Earnings
                  of the
                  Ship owned by it are paid to its Operating
                  Account.

              


      

       

      
        	
                (b)

              	
                The
                  Borrower shall ensure that, subject only to the provisions of any
                  Master
                  Agreement Assignment, all payments by the relevant Swap Counterparty
                  to
                  the Borrower under each Designated Transaction are paid to the
                  Collection
                  Account.

              


      

       

      
        	
                25.2

              	
                Location
                  of accounts

              


      

       

      Each
        Obligor shall promptly:

       

      
        	
                (a)

              	
                comply
                  with any requirement of the Agent as to the location or re-location
                  of the
                  Operating Accounts and the Collection Account (or any of them);
                  and

              


      

       

      
        	
                (b)

              	
                execute
                  any documents which the Agent specifies to create or maintain in
                  favor of
                  the Security Trustee a Security over (and/or rights of set-off,
                  consolidation or other rights in relation to) the Operating Accounts
                  and
                  the Collection Account.

              


      

       

      The
        Agent agrees it shall not charge any Obligor for any cost or expense of any
        such
        re-location.

      


      
        	
                26

              	
                EVENTS
                  OF DEFAULT

              


      

       

      Each
        of the events or circumstances set out in Clauses26.1 to26.13 inclusive is
        an
        Event of Default.

       

      
        	
                26.1

              	
                Non-payment

              


      

       

      An
        Obligor does not pay on the due date (or, in the case of sums expressed to
        be
        payable on demand, within 3 days of the Agent’s demand) any amount payable
        pursuant to a Finance Document at the place at and in the currency in which
        it
        is expressed to be payable unless (i) its failure to pay is caused by
        administrative or technical error, and (ii) payment is made within 3 Business
        Days of its due date.

       

      
        	
                26.2

              	
                Financial
                  covenants, Security Cover and
                  Insurance

              


      

       

      Any
        requirement of Clause 20 (Financial Covenants), Clause 21 (Security
        Cover) or Clause 23 (Insurance) is not satisfied.

       

      
        	
                26.3

              	
                Other
                  obligations

              


      

       

      
        	
                (a)

              	
                An
                  Obligor does not comply with any provision of the Finance Documents
                  (other
                  than those referred to in Clause 26.1 (Non-payment) and Clause
                  26.2 Financial Covenants, Security Cover and
                  Insurance)).

              


      

       

      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                No
                  Event of Default under paragraph (a) above will occur if the failure
                  to
                  comply is, in the opinion of the Agent, capable of remedy and is
                  remedied
                  within 15 days of the Agent giving notice to the Borrower or the
                  Borrower
                  becoming aware of the failure to
                  comply.

              


      

       

      
        	
                26.4

              	
                Misrepresentation

              


      

       

      Any
        representation or statement made or deemed to be made by an Obligor in the
        Finance Documents or any other document delivered by or on behalf of any
        Obligor
        under or in connection with any Finance Document is or proves to have been
        incorrect or misleading in any material respect when made or deemed to be
        made.

       

      
        	
                26.5

              	
                Cross
                  default

              


      

       

      
        	
                (a)

              	
                Any
                  Financial Indebtedness of any Obligor is not paid when due nor
                  within any
                  originally applicable grace period.

              


      

       

      
        	
                (b)

              	
                Any
                  Financial Indebtedness of any Obligor is declared to be or otherwise
                  becomes due and payable prior to its specified maturity as a result
                  of an
                  event of default (however
                  described).

              


      

       

      
        	
                (c)

              	
                Any
                  commitment for any Financial Indebtedness of any Obligor is cancelled
                  or
                  suspended by a creditor of any Obligor as a result of an event
                  of default
                  (however described).

              


      

       

      
        	
                (d)

              	
                Any
                  creditor of an Obligor becomes entitled to declare any Financial
                  Indebtedness of such Obligor due and payable prior to its specified
                  maturity as a result of an event of default (however
                  described).

              


      

       

      
        	
                (e)

              	
                No
                  Event of Default will occur under this Clause 26.5 if the aggregate
                  amount
                  of Financial Indebtedness or commitment for Financial Indebtedness
                  falling
                  within paragraphs (a) to (d) above is less than $500,000 (or its
                  equivalent in any other currency).

              


      

       

      
        	
                26.6

              	
                Bankruptcy,
                  Insolvency, Etc.

              


      

       

      Any
        Obligor shall:

       

      
        	
                (a)

              	
                generally
                  fail to pay, or admit in writing its inability to pay, its debts
                  as they
                  become due;

              


      

       

      
        	
                (b)

              	
                apply
                  for, consent to, or acquiesce in, the appointment of a trustee,
                  receiver,
                  sequestrator or other custodian for it or any of its property,
                  or make a
                  general assignment for the benefit of
                  creditors;

              


      

       

      
        	
                (c)

              	
                in
                  the absence of such application, consent or acquiescence, permit
                  or suffer
                  to exist the appointment of a trustee, receiver, sequestrator or
                  other
                  custodian for it or for a substantial part of its property, and
                  such
                  trustee, receiver, sequestrator or other custodian shall not be
                  discharged
                  within 45 days; provided that each Obligor hereby expressly authorizes
                  each Finance Party to appear in any court conducting any relevant
                  proceeding during such 45-day period to preserve, protect and defend
                  their
                  respective rights under the Finance
                  Documents;

              


      

       

      
        	
                (d)

              	
                permit
                  or suffer to exist the commencement of any bankruptcy, reorganization,
                  debt arrangement or other case or proceeding under any bankruptcy
                  or
                  insolvency law, or any dissolution, winding up or liquidation proceeding,
                  by or against such Obligor, and, if any such case or proceeding
                  is not
                  commenced by such Obligor, such case or proceeding shall be consented
                  to
                  or acquiesced in by such Obligor or shall result in the entry of
                  an order
                  for relief or shall 

              


      

       

      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      

       

      remain
        for 45 days undismissed;  provided that each
        Obligor hereby expressly authorizes each Finance Party to appear in any court
        conducting any such case or proceeding during such 45-day period to preserve,
        protect and defend their respective rights under the Finance Documents; or

       

      
        	
                (e)

              	
                take
                  any corporate action authorizing, or in furtherance of, any of
                  the
                  foregoing.

              


      

       

      
        	
                26.7

              	
                Ownership
                  of the Obligors

              


      

       

      An
        Obligor (other than the Borrower) is not or ceases to be a Wholly-Owned
        Subsidiary of the Borrower.

       

      
        	
                26.8

              	
                ERISA

              


      

       

      Any
        Plan shall fail to satisfy the minimum funding standard required for any
        plan
        year or part thereof under Section 412 of the Code or Section 302 of ERISA
        or a
        waiver of such standard or extension of any amortization period is sought
        or
        granted under Section 412 of the Code or Section 303 or 304 of ERISA, a
        Reportable Event shall have occurred, a contributing sponsor (as defined
        in
        Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA shall
        be
        subject to the advance reporting requirement of PBGC Regulation Section 4043.61
        (without regard to subparagraph (b)(1) thereof) and an event described in
        subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section
        4043
        shall be reasonably expected to occur with respect to such Plan within the
        following 30 days, any Plan which is subject to Title IV of ERISA shall have
        had
        or is likely to have a trustee appointed to administer such Plan, any Plan
        which
        is subject to Title IV of ERISA is, shall have been or is likely to be
        terminated or to be the subject of termination proceedings under ERISA, any
        Plan
        shall have an Unfunded Current Liability, a contribution required to be made
        with respect to a Plan or a Foreign Pension Plan has not been timely made,
        the
        Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has incurred
        or
        is likely to incur any liability for a violation of the applicable requirements
        of Section 404 or 405 of ERISA or the exclusive benefit rule of under Section
        401(a) of the Code by any fiduciary or disqualified person with respect to
        any
        Plan, the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate
        has
        incurred or is likely to incur any liability to or on account of a Plan under
        Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212
        of
        ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account of a
        group
        health plan (as defined in Section 607(1) of ERISA, Section 4980B(g)(2) of
        the
        Code or 45 Code of Federal Regulations Section 160.103) under Section 4980B
        of
        the Code and/or the Health Insurance Portability and Accountability Act of
        1996,
        or the Borrower or any Subsidiary of the Borrower has incurred or is likely
        to
        incur liabilities pursuant to one or more employee welfare benefit plans
        (as
        defined in Section 3(1) of ERISA) that provide benefits to retired employees
        or
        other former employees (other than as required by Section 601 of ERISA) or
        Plans
        or Foreign Pension Plans, a “default,” within the meaning of Section 4219(c)(5)
        of ERISA, shall occur with respect to any Plan; any applicable law, rule
        or
        regulation is adopted, changed or interpreted, or the interpretation or
        administration thereof is changed, in each case after the date hereof, by
        any
        governmental authority (a “Change in Law”), or, as a result of
        a Change in Law, an event occurs following a Change in Law, with respect
        to or
        otherwise affecting any Plan; (b) there shall result from any such event or
        events the imposition of a lien, the granting of a security interest, or
        a
        liability or a material risk of incurring a liability; and (c) such lien,
        security interest or liability, individually, and/or in the aggregate, in
        the
        opinion of the Majority Lenders, has had, or could reasonably be expected
        to
        have, a Material Adverse Effect.

       

      
        
          
          

        

        
          73

          
            

          

        

        
          
          

        

      

       

      
        	
                26.9

              	
                Unlawfulness

              


      

       

      It
        is or becomes unlawful for an Obligor to perform any of its obligations under
        the Finance Documents in any material respect.

       

      
        	
                26.10

              	
                Repudiation

              


      

       

      An
        Obligor repudiates a Finance Document or evidences an intention to repudiate
        a
        Finance Document.

       

      
        	
                26.11

              	
                Material
                  adverse change

              


      

       

      Any
        event occurs or any other circumstances arise or develop including, without
        limitation, a change in the financial position, state of affairs or prospects
        of
        the Borrower or its Subsidiaries in the light of which in the judgment of
        the
        Majority Lenders there is a significant risk that the Borrower is, or will
        later
        become, unable to discharge its liabilities as they fall due.

       

      
        	
                26.12

              	
                Ranking
                  of security

              


      

       

      Any
        Security created by a Finance Document (i) proves to have been or becomes
        invalid or unenforceable, (ii), in the case of any Mortgage, ceases to be
        a
        valid first preferred mortgage under the Marshall Islands Maritime Act, 1990,
        as
        amended, or a first priority ship mortgage under the law of any relevant
        Alternative Approved Flag, or (iii) in the case of any Finance Document other
        than a Mortgage, such Security proves to have ranked after, or loses its
        priority to, other Security.

       

      
        	
                26.13

              	
                Master
                  Agreements

              


      

       

      
        	
                (a)

              	
                an
                  Event of Default (as defined in section 14 of a Master Agreement)
                  occurs;
                  or

              


      

       

      
        	
                (b)

              	
                a
                  Master Agreement is terminated, cancelled, suspended, rescinded
                  or revoked
                  or otherwise ceases to remain in full force and effect for any
                  reason
                  except with the consent of the Agent acting on instructions of
                  the
                  Majority Lenders.

              


      

       

      
        	
                26.14

              	
                Acceleration

              


      

       

      On
        and at any time after the occurrence of an Event of Default, the Agent may,
        and
        shall if so directed by the Majority Lenders, by notice to the
        Borrower:

       

      
        	
                (a)

              	
                terminate
                  the Total Commitments whereupon they shall immediately be terminated;
                  and/or

              


      

       

      
        	
                (b)

              	
                declare
                  that all or part of the Loans, together with accrued interest,
                  and all
                  other amounts accrued or outstanding under the Finance Documents,
                  and any
                  Note, be immediately due and payable, whereupon they shall become
                  immediately due and payable, without further notice, demand or
                  presentment;

              


      

       

      provided,
        however, that, in the event of an Event of Default described in paragraphs
        (b)
        through (d) of Clause 26.6 (Bankruptcy, Insolvency, Etc.) shall occur,
        (i) the Total Commitments shall automatically be terminated, and (ii) the
        Loans,
        together with accrued interest, and all other amounts accrued or outstanding
        under the Finance Documents, shall automatically be and become immediately
        due
        and payable, without notice or demand.

       

      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

       

       

      
        	
                26.15

              	
                Enforcement
                  of security

              


      

       

      On
        and at any time after the occurrence of an Event of Default the Security
        Trustee
        may, and shall if so directed by the Majority Lenders, take any action which,
        as
        a result of the Event of Default or any notice served under Clause 26.14
        (Acceleration), the Security Trustee is entitled to take under any
        Finance Document or any applicable law or regulation.

       

      
        	
                26.16

              	
                Position
                  of Swap Counterparties

              


      

       

      Neither
        the Agent nor the Security Trustee shall be obliged, in connection with any
        action taken or proposed to be taken under or pursuant to the foregoing
        provisions of this Clause 26, to have any regard to the requirements of a
        Swap
        Counterparty except to the extent that such Swap Counterparty is also a
        Lender.

       

      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      

       

      SECTION
        9

       

      CHANGES
        TO PARTIES

       

      
        	
                27

              	
                CHANGES
                  TO THE LENDERS

              


      

       

      
        	
                27.1

              	
                Assignments
                  and transfers by the
                  Lenders

              


      

       

      Subject
        to this Clause 27, a Lender (the “Existing Lender”)
        may:

       

      
        	
                (a)

              	
                assign
                  any of its rights; or

              


      

       

      
        	
                (b)

              	
                transfer
                  by novation any of its rights and
                  obligations,

              


      

       

      to
        another bank or financial institution or to a trust, fund or other entity
        which
        is regularly engaged in or established for the purpose of making, purchasing
        or
        investing in loans, securities or other financial assets (the “New
        Lender”).

       

      
        	
                27.2

              	
                Conditions
                  of assignment or transfer

              


      

       

      
        	
                (a)

              	
                The
                  consent of the Borrower is required for an assignment or transfer
                  by a
                  Lender, unless (i) the assignment or transfer is to another Lender
                  or an
                  Affiliate of a Lender, or (ii) an Event of Default has occurred
                  and is
                  continuing.

              


      

       

      
        	
                (b)

              	
                The
                  consent of the Borrower to an assignment or transfer must not be
                  unreasonably withheld or delayed.  The Borrower will be deemed
                  to have given its consent 5 Business Days after the Lender has
                  requested
                  it unless consent is expressly refused by the Borrower within that
                  time.

              


      

       

      
        	
                (c)

              	
                The
                  consent of the Borrower to an assignment or transfer must not be
                  withheld
                  solely because the assignment or transfer may result in an increase
                  to the
                  Mandatory Cost.

              


      

       

      
        	
                (d)

              	
                An
                  assignment will only be effective on receipt by the Agent of written
                  confirmation from the New Lender (in form and substance satisfactory
                  to
                  the Agent) that the New Lender will assume the same obligations
                  to the
                  other Finance Parties as it would have been under if it were an
                  original
                  Party to this Agreement as a
                  Lender.

              


      

       

      
        	
                (e)

              	
                A
                  transfer will only be effective if the procedure set out in Clause
                  27.5
                  (Procedure for transfer) is complied
                  with.

              


      

       

      
        	
                (f)

              	
                If:

              


      

       

      
        	
                 

              	
                (i)

              	
                a
                  Lender assigns or transfers any of its rights or obligations under
                  the
                  Finance Documents or changes its Facility Office;
                  and

              


      

       

      
        	
                 

              	
                (ii)

              	
                as
                  a result of circumstances existing at the date the assignment,
                  transfer or
                  change occurs, an Obligor would be obliged to make a payment to
                  the New
                  Lender or Lender acting through its new Facility Office under Clause
                  12 (Tax gross-up and indemnities) or Clause 13
                  (Increased Costs),

              


      

       

      then
        the New Lender or Lender acting through its new Facility Office is only entitled
        to receive payment under those Clauses to the same extent as the Existing
        Lender
        or Lender acting through its previous Facility Office would have been if
        the
        assignment, transfer or change had not occurred.

       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      

       

      
        	
                27.3

              	
                Assignment
                  or transfer fee

              


      

       

      The
        New Lender shall, on the date upon which an assignment or transfer takes
        effect,
        pay to the Agent (for its own account) a fee of $3,000.

       

      
        	
                27.4

              	
                Limitation
                  of responsibility of Existing
                  Lenders

              


      

       

      
        	
                (a)

              	
                Unless
                  expressly agreed to the contrary, an Existing Lender makes no
                  representation or warranty and assumes no responsibility to a New
                  Lender
                  for:

              


      

       

      
        	
                 

              	
                (i)

              	
                the
                  legality, validity, effectiveness, adequacy or enforceability of
                  the
                  Finance Documents or any other
                  documents;

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  financial condition of any Obligor;

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  performance and observance by any Obligor of its obligations under
                  the
                  Finance Documents or any other documents;
                  or

              


      

       

      
        	
                 

              	
                (iv)

              	
                the
                  accuracy of any statements (whether written or oral) made in or
                  in
                  connection with any Finance Document or any other
                  document,

              


      

       

      and
        any representations or warranties implied by law are excluded.

       

      
        	
                (b)

              	
                Each
                  New Lender confirms to the Existing Lender and the other Finance
                  Parties
                  that it:

              


      

       

      
        	
                 

              	
                (i)

              	
                has
                  made (and shall continue to make) its own independent investigation
                  and
                  assessment of the financial condition and affairs of each Obligor
                  and its
                  related entities in connection with its participation in this Agreement
                  and has not relied exclusively on any information provided to it
                  by the
                  Existing Lender in connection with any Finance Document;
                  and

              


      

       

      
        	
                 

              	
                (ii)

              	
                will
                  continue to make its own independent appraisal of the creditworthiness
                  of
                  each Obligor and its related entities whilst any amount is or may
                  be
                  outstanding under the Finance Documents or any Commitment is in
                  force.

              


      

       

      
        	
                (c)

              	
                Nothing
                  in any Finance Document obliges an Existing Lender
                  to:

              


      

       

      
        	
                 

              	
                (i)

              	
                accept
                  a re-transfer from a New Lender of any of the rights and obligations
                  assigned or transferred under this Clause 27;
                  or

              


      

       

      
        	
                 

              	
                (ii)

              	
                support
                  any losses directly or indirectly incurred by the New Lender by
                  reason of
                  the non-performance by any Obligor of its obligations under the
                  Finance
                  Documents or otherwise.

              


      

       

      
        	
                27.5

              	
                Procedure
                  for transfer

              


      

       

      
        	
                (a)

              	
                Subject
                  to the conditions set out in Clause 27.2 (Conditions of
                  assignment or transfer) and Clause 27.6 (Register), a
                  transfer is effected in accordance with paragraph (b) below when
                  the Agent
                  executes an otherwise duly completed Transfer Certificate delivered
                  to it
                  by the Existing Lender and the New Lender.  The Agent shall, as
                  soon as reasonably practicable after receipt by it of a duly completed
                  Transfer Certificate appearing on its face to comply with this
                  Agreement
                  and delivered in accordance with this Agreement, execute that Transfer
                  Certificate.

              


      

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                On
                  the Transfer Date:

              


      

       

      
        	
                 

              	
                (i)

              	
                to
                  the extent that in the Transfer Certificate the Existing Lender
                  seeks to
                  transfer by novation its rights and obligations under the Finance
                  Documents, each of the Obligors and the Existing Lender shall be
                  released
                  from further obligations towards one another under the Finance
                  Documents
                  and their respective rights against one another under the Finance
                  Documents shall be cancelled (being the “Discharged Rights and
                  Obligations”);

              


      

       

      
        	
                 

              	
                (ii)

              	
                each
                  of the Obligors and the New Lender shall assume obligations towards
                  one
                  another and/or acquire rights against one another which differ
                  from the
                  Discharged Rights and Obligations only insofar as that Obligor
                  and the New
                  Lender have assumed and/or acquired the same in place of that Obligor
                  and
                  the Existing Lender;

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  Agent, the Security Trustee, the Arranger, the Bookrunner, the
                  New Lender
                  and other Lenders shall acquire the same rights and assume the
                  same
                  obligations between themselves as they would have acquired and
                  assumed had
                  the New Lender been an original Party to this Agreement as a Lender
                  with
                  the rights and/or obligations acquired or assumed by it as a result
                  of the
                  transfer and to that extent the Agent, the Security Trustee, the
                  Arranger,
                  the Bookrunner and the Existing Lender shall each be released from
                  further
                  obligations to each other under the Finance Documents;
                  and

              


      

       

      
        	
                 

              	
                (iv)

              	
                the
                  New Lender shall become a Party as a
                  “Lender”.

              


      

       

      
        	
                (c)

              	
                At
                  the time of the delivery of such the Transfer Certificate to the
                  Agent for
                  acceptance and registration of transfer of all or part of the Loan,
                  or as
                  soon thereafter as practicable, the Existing Lender shall surrender
                  any
                  Note evidencing such Lender’s Loans, and upon the request of the New
                  Lender or the Existing Lender, the Borrower will, at its expense,
                  issue
                  one or more new Notes in the same aggregate principal amount issued
                  to the
                  Existing Lender and/or the New Lender in conformity with the requirements
                  of Clause 5.5 (Notes) (with appropriate
                  modifications).

              


      

       

      
        	
                27.6

              	
                Register

              


      

       

      
        	
                (a)

              	
                The
                  Borrower hereby designates the Agent to serve as the Borrower’s agent,
                  solely for purposes of this Clause 27 to maintain a register (the
                  “Register”) on which it will record the Commitments from
                  time to time of each of the Lenders, the Loans made by each of
                  the Lenders
                  and each repayment and prepayment in respect of the principal amount
                  of
                  the Loans of each Lender.  Failure to make any such recordation,
                  or any error in such recordation shall not affect the Borrower’s
                  obligations in respect of the
                  Loans.

              


      

       

      
        	
                (b)

              	
                With
                  respect to any Lender, the transfer of any Commitment of such Lender
                  and
                  the rights to the principal of, and interest on, any Loan made
                  pursuant to
                  such Commitment shall not be effective until such transfer is recorded
                  on
                  the Register maintained by the Agent with respect to ownership
                  of such
                  Commitment and Loan and prior to such recordation all amounts owing
                  to the
                  transferor with respect to such Commitment and Loan shall remain
                  owing to
                  the transferor.  The registration of assignment or transfer of
                  all or part of any Commitment and Loan shall be recorded by the
                  Agent on
                  the Register only upon the execution by the Agent of a duly completed
                  and
                  delivered Transfer Certificate.

              


      

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      

       

      
        	
                (c)

              	
                The
                  Borrower agrees to indemnify the Agent from and against any and
                  all
                  losses, claims, damages and liabilities of whatsoever nature which
                  may be
                  imposed on, asserted against or incurred by the Agent in performing
                  its
                  duties under this Clause 27.6, except to the extent caused by the
                  Agent’s
                  own gross negligence or willful
                  misconduct.

              


      

       

      
        	
                (d)

              	
                The
                  Register shall be available for inspection by the Borrower or any
                  Lender
                  (with respect to such Lender's Loans) at any reasonable time and
                  from time
                  to time upon reasonable prior
                  notice.

              


      

       

      
        	
                27.7

              	
                Disclosure
                  of information

              


      

       

      Any
        Lender may disclose to any of its Affiliates and any other person:

       

      
        	
                (a)

              	
                to
                  (or through) whom that Lender assigns or transfers (or may potentially
                  assign or transfer) all or any of its rights and obligations under
                  this
                  Agreement;

              


      

       

      
        	
                (b)

              	
                with
                  (or through) whom that Lender enters into (or may potentially enter
                  into)
                  any sub-participation in relation to, or any other transaction
                  under which
                  payments are to be made by reference to, this Agreement or any
                  Obligor;
                  or

              


      

       

      
        	
                (c)

              	
                to
                  whom, and to the extent that, information is required to be disclosed
                  by
                  any applicable law or regulation,

              


      

       

      any
        information about any Obligor, the Group and the Finance Documents as that
        Lender shall consider appropriate if, in relation to paragraphs (a) and (b)
        above, the person to whom the information is to be given has entered into
        a
        Confidentiality Undertaking.  Any Lender may also disclose the size
        and term of the Facility and the name of each of the Obligors to any investor
        or
        a potential investor in a securitization (or similar transaction of the broadly
        equivalent economic effect) of that Lender’s rights or obligations under the
        Finance Documents.

       

      
        	
                28

              	
                CHANGES
                  TO THE OBLIGORS

              


      

       

      
        	
                28.1

              	
                Assignments
                  and transfer by Obligors

              


      

       

      Except
        as otherwise expressly permitted by this Agreement, no Obligor may assign
        any of
        its rights or transfer any of its rights or obligations under the Finance
        Documents.

       

      
        	
                28.2

              	
                Additional
                  Guarantors

              


      

       

      
        	
                (a)

              	
                The
                  Borrower may request that any of its Wholly-Owned Subsidiaries
                  becomes an
                  Additional Guarantor; provided that any Subsidiary that owns a
                  Ship or is
                  party to a Shipbuilding Contract shall be organized under the laws
                  of the
                  Republic of The Marshall Islands or such other jurisdiction as
                  the Agent
                  shall approve.  That Subsidiary shall become an Additional
                  Guarantor if:

              


      

       

      
        	
                 

              	
                (i)

              	
                the
                  Borrower delivers to the Agent a duly completed and executed Accession
                  Letter; and

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  Agent has received all of the documents and other evidence listed
                  in Part
                  II of Schedule 2 (Conditions Precedent) in relation to that
                  Additional Guarantor, each in form and substance satisfactory to
                  the
                  Agent.

              


      

       

      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                The
                  Agent shall notify the Borrower and the Lenders promptly upon being
                  satisfied that it has received (in form and substance satisfactory
                  to it)
                  all the documents and other evidence required under paragraph (a)
                  above.

              


      

       

      
        	
                28.3

              	
                Repetition
                  of Representations

              


      

       

      Delivery
        of an Accession Letter constitutes confirmation by the relevant Subsidiary
        that
        the Repeating Representations of the Obligors in this Agreement are true
        and
        correct in relation to it as at the date of delivery as if made by reference
        to
        the facts and circumstances then existing.

       

      
        	
                28.4

              	
                Resignation
                  of a Guarantor

              


      

       

      
        	
                (a)

              	
                The
                  Borrower may request that a Guarantor ceases to be a Guarantor
                  after the
                  Ship owned by it has been sold or becomes a Total Loss and the
                  Borrower
                  has complied with the provisions of Clause 7.5 (Mandatory
                  prepayment) by delivering to the Agent a Resignation
                  Letter.

              


      

       

      
        	
                (b)

              	
                The
                  Agent shall accept a Resignation Letter and notify the Borrower
                  and the
                  Lenders of its acceptance if:

              


      

       

      
        	
                 

              	
                (i)

              	
                no
                  Default is continuing or would result from the acceptance of the
                  Resignation Letter (and the Borrower has confirmed this is the
                  case);  and

              


      

       

      
        	
                 

              	
                (ii)

              	
                all
                  the Lenders have consented to the Borrower’s
                  request.

              


      

       

      
        	
                29

              	
                CHANGES
                  TO SWAP BANKS

              


      

       

      
        	
                29.1

              	
                Procedure
                  for accession

              


      

       

      The
        Original Swap Bank may, with the consent of the Borrower which consent must
        not
        be unreasonably withheld, invite any Lender to become a Swap Bank (a
“New Swap Bank”).  Such Lender shall become a New
        Swap Bank if:

       

      
        	
                (a)

              	
                such
                  Lender delivers to the Agent a duly completed and executed Swap
                  Bank
                  Accession Letter; and

              


      

       

      
        	
                (b)

              	
                the
                  Agent has received a copy of the Master Agreement made between
                  the
                  Borrower and such Lender.

              


      

       

      
        	
                29.2

              	
                New
                  Swap Bank

              


      

       

      Upon
        receipt by the Agent of the documents specified in Clause 29.1 (Procedure
        for accession) from a New Swap Bank:

       

      
        	
                (a)

              	
                the
                  Borrower, the Security Trustee, the Arranger, the Bookrunner, the
                  Lenders,
                  the Swap Banks and the New Swap Bank shall acquire the same rights
                  and
                  assume the same obligations between themselves as they would have
                  acquired
                  and assumed had the New Swap Bank been an original Party to this
                  Agreement
                  as a Swap Bank; and

              


      

       

      
        	
                (b)

              	
                the
                  New Swap Bank shall become a Party as a “Swap
                  Bank”.

              


      

       

      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      

      SECTION
        10

       

      THE
        FINANCE PARTIES

       

      
        	
                30

              	
                ROLE
                  OF THE SERVICING BANKS, THE ARRANGER AND THE
                  BOOKRUNNER

              


      

       

      
        	
                30.1

              	
                Appointment
                  of the Agent

              


      

       

      
        	
                (a)

              	
                Each
                  other Finance Party appoints the Agent to act as its agent under
                  and in
                  connection with the Finance
                  Documents.

              


      

       

      
        	
                (b)

              	
                Each
                  other Finance Party authorizes the Agent to exercise the rights,
                  powers,
                  authorities and discretions specifically given to the Agent under,
                  or in
                  connection with, the Finance Documents together with any other
                  incidental
                  rights, powers, authorities and
                  discretions.

              


      

       

      
        	
                30.2

              	
                Appointment
                  of the Security Trustee

              


      

       

      
        	
                (a)

              	
                Each
                  other Finance Party irrevocably appoints and authorizes the Security
                  Trustee to act as security trustee hereunder and under the other
                  Finance
                  Documents (other than the Notes) with such powers as are specifically
                  delegated to the Security Trustee by the terms of this Agreement
                  and such
                  other Finance Documents, together with such other powers as are
                  reasonably
                  incidental thereto.

              


      

       

      
        	
                (b)

              	
                To
                  secure the payment of all sums of money from time to time owing
                  to the
                  Finance Parties under this Agreement, the other Finance Documents
                  and the
                  Master Agreements in the maximum principal amount of $1,600,000,000
                  plus
                  any amounts payable under the Master Agreements and accrued interest
                  thereon and all other amounts owing to the Finance Parties pursuant
                  to
                  this Agreement, the other Finance Documents and the Master Agreements,
                  and
                  the performance of the covenants of the Borrower and any other
                  Obligor
                  herein and therein contained, and in consideration of the premises
                  and of
                  the covenants herein contained and of the extensions of credit
                  by the
                  Lenders, the Security Trustee does hereby declare that it will
                  hold as
                  such trustee in trust for the benefit of the other Finance Parties,
                  from
                  and after the execution and delivery thereof, all of the Trust
                  Property;
                  TO HAVE AND TO HOLD the Trust Property unto the Security Trustee
                  and its
                  successors and assigns forever BUT IN TRUST, NEVERTHELESS, for
                  the equal
                  and proportionate benefit and security of the Lenders, the Swap
                  Banks and
                  the Agent and their respective successors and assigns without any
                  priority
                  of any one over any other (except as provided in Clause 33.5 (Partial
                  Payments) of this Agreement), UPON THE CONDITION that, unless and
                  until an Event of Default under this Agreement shall have occurred
                  and be
                  continuing, each of the Obligors shall be permitted, to the exclusion
                  of
                  the Security Trustee, to possess and use the Ships.  IT IS
                  HEREBY COVENANTED, DECLARED AND AGREED that all property subject
                  or to
                  become subject hereto is to be held, subject to the further covenants,
                  conditions, uses and trusts hereinafter set forth, and each Obligor,
                  for
                  itself and its respective successors and assigns, hereby covenants
                  and
                  agrees to and with the Security Trustee and its successors in said
                  trust,
                  for the equal and proportionate benefit and security of the other
                  Finance
                  Parties as hereinafter set forth.

              


      

       

      
        	
                (c)

              	
                The
                  Security Trustee hereby accepts the trusts imposed upon it as Security
                  Trustee by this Agreement, and the Security Trustee covenants and
                  agrees
                  to perform the same as herein expressed and agrees to receive and
                  disburse
                  all monies constituting part of the Trust Property in accordance
                  with the
                  terms hereof.

              


      

       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      

       

      
        	
                30.3

              	
                Duties
                  of each Servicing Bank

              


      

       

      
        	
                (a)

              	
                Each
                  Servicing Bank shall promptly forward to a Party the original or
                  a copy of
                  any document which is delivered to such Servicing Bank for that
                  Party by
                  any other Party.

              


      

       

      
        	
                (b)

              	
                Except
                  where a Finance Document specifically provides otherwise, neither
                  Servicing Bank is obliged to review or check the adequacy, accuracy
                  or
                  completeness of any document it forwards to another
                  Party.

              


      

       

      
        	
                (c)

              	
                If
                  a Servicing Bank receives notice from a Party referring to this
                  Agreement,
                  describing a Default and stating that the circumstance described
                  is a
                  Default, it shall promptly notify the other Finance
                  Parties.

              


      

       

      
        	
                (d)

              	
                If
                  a Servicing Bank is aware of the non-payment of any principal,
                  interest,
                  commitment fee or other fee payable to a Finance Party (other than
                  a
                  Servicing Bank, the Arranger or the Bookrunner) under this Agreement
                  it
                  shall promptly notify the other Finance
                  Parties.

              


      

       

      
        	
                (e)

              	
                Each
                  Servicing Bank’s duties under the Finance Documents are solely mechanical
                  and administrative in nature.

              


      

       

      
        	
                30.4

              	
                Roles
                  of the Arranger and
                  Bookrunner

              


      

       

      Except
        as specifically provided in the Finance Documents, neither the Arranger nor
        the
        Bookrunner has any obligation of any kind to any other Party under, or in
        connection with, any Finance Document.

       

      
        	
                30.5

              	
                No
                  fiduciary duties

              


      

       

      
        	
                (a)

              	
                Neither
                  Servicing Bank shall have any duties or obligations to any person
                  under
                  this Agreement or the other Finance Documents except to the extent
                  that
                  they are expressly set out in those documents; and neither Servicing
                  Bank
                  shall have any liability to any person in respect of its obligations
                  and
                  duties under this Agreement or the other Finance Documents except
                  as
                  expressly set out in Clauses 30.2 and 30.6, and as excluded or
                  limited by
                  Clauses 30.10, 30.11, 30.12 and
                  30.13.

              


      

       

      
        	
                (b)

              	
                The
                  provisions of Clause 30.5(a) shall apply even if, notwithstanding
                  and
                  contrary to Clause 30.5(a), any provision of this Agreement or
                  any other
                  Finance Document by operation of law has the effect of constituting
                  either
                  Servicing Bank as a fiduciary.

              


      

       

      
        	
                30.6

              	
                Application
                  of receipts

              


      

       

      Except
        as expressly stated to the contrary in any Finance Document, any moneys which
        the Security Trustee receives or recovers and which are Trust Property shall
        (without prejudice to the rights of the Security Trustee under any Finance
        Document to credit any moneys received or recovered by it to any suspense
        account) be transferred to the Agent for application in accordance with Clause
        33.2 (Distributions by the Agent) and Clause 33.5 (Partial
        payments).

       

      
        	
                30.7

              	
                Deductions
                  from receipts

              


      

       

      Before
        transferring any moneys to the Agent under Clause 30.6 (Application of
        receipts), the Security Trustee may deduct any sum then due and payable
        under this Agreement or any other Finance Document to the Security Trustee
        or
        any receiver, agent or other person appointed by it and retain that sum
        for

       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

       

      itself
        or, as the case may require, pay it to the other person to whom it is then
        due
        and payable; for this purpose if the Security Trustee has become entitled
        to
        require a sum to be paid to it on demand, that sum shall be treated as due
        and
        payable, even if no demand has yet been served.

       

      
        	
                30.8

              	
                Agent
                  and Security Trustee the same
                  person

              


      

       

      Where
        the same person is the Security Trustee and the Agent, it shall be sufficient
        compliance with Clause 30.6 (Application of receipts) for the moneys
        concerned to be credited to the account to which the Agent remits or credits
        the
        amounts which it receives from the Borrower under this Agreement for
        distribution to the other Finance Parties.

       

      
        	
                30.9

              	
                Business
                  with the Group

              


      

       

      The
        Agent, the Security Trustee, the Arranger and the Bookrunner may accept deposits
        from, lend money to, and generally engage in any kind of banking or other
        business with, any member of the Group.

       

      
        	
                30.10

              	
                Rights
                  and discretions of the Servicing
                  Banks

              


      

       

      
        	
                (a)

              	
                Each
                  Servicing Bank may rely on:

              


      

       

      
        	
                 

              	
                (i)

              	
                any
                  representation, notice or document believed by it to be genuine,
                  correct
                  and appropriately authorized; and

              


      

       

      
        	
                 

              	
                (ii)

              	
                any
                  statement made by an officer, authorized signatory or employee
                  of any
                  person regarding any matters which may reasonably be assumed to
                  be within
                  his knowledge or within his power to
                  verify.

              


      

       

      
        	
                (b)

              	
                Each
                  Servicing Bank may assume (unless it has received notice to the
                  contrary
                  in its capacity as agent or, as the case may be, trustee  for
                  the other Finance Parties) that:

              


      

       

      
        	
                 

              	
                (i)

              	
                no
                  Default has occurred (unless it has actual knowledge of a Default
                  arising
                  under Clause 26.1
                  (Non-payment));

              


      

       

      
        	
                 

              	
                (ii)

              	
                any
                  right, power, authority or discretion vested in any Party or the
                  Majority
                  Lenders has not been exercised; and

              


      

       

      
        	
                 

              	
                (iii)

              	
                any
                  notice or request made by the Borrower (other than a Utilization
                  Request
                  or Selection Notice) is made on behalf of and with the consent
                  and
                  knowledge of all the Obligors.

              


      

       

      
        	
                (c)

              	
                Each
                  Servicing Bank may engage, pay for and rely on the advice or services
                  of
                  any lawyers, accountants, surveyors or other
                  experts.

              


      

       

      
        	
                (d)

              	
                Each
                  Servicing Bank may act in relation to the Finance Documents through
                  its
                  personnel and agents.

              


      

       

      
        	
                (e)

              	
                Each
                  Servicing Bank may disclose to any other Party any information
                  it
                  reasonably believes it has received as agent or security trustee
                  under
                  this Agreement.

              


      

       

      
        	
                (f)

              	
                Notwithstanding
                  any other provision of any Finance Document to the contrary, none
                  of the
                  Servicing Banks, the Arranger or the Bookrunner is obliged to do
                  or omit
                  to do anything if it would or might, in its reasonable opinion,
                  constitute
                  a breach of any law or regulation or a breach of a duty of
                  confidentiality.

              


      

       

      
        
          
          

        

        
          83

          
            

          

        

        
          
          

        

      

       

      
        	
                30.11

              	
                Majority
                  Lenders’ instructions

              


      

       

      
        	
                (a)

              	
                Unless
                  a contrary indication appears in a Finance Document, each Servicing
                  Bank
                  shall:

              


      

       

      
        	
                 

              	
                (i)

              	
                exercise
                  any right, power, authority or discretion vested in it as Servicing
                  Agent
                  in  accordance with any instructions given to it by the Majority
                  Lenders (or, if so instructed by the Majority Lenders, refrain
                  from
                  exercising any right, power, authority or discretion vested in
                  it as Agent
                  or Security Trustee), and

              


      

       

      
        	
                 

              	
                (ii)

              	
                not
                  be liable for any act (or omission) if it acts (or refrains from
                  taking
                  any action) in accordance with an instruction of the Majority
                  Lenders.

              


      

       

      
        	
                (b)

              	
                Unless
                  a contrary indication appears in a Finance Document, any instructions
                  given by the Majority Lenders will be binding on all the Finance
                  Parties.

              


      

       

      
        	
                (c)

              	
                Each
                  Servicing Bank may refrain from acting in accordance with the instructions
                  of the Majority Lenders (or, if appropriate, the Lenders) until
                  it has
                  received such security as it may require for any cost, loss or
                  liability
                  which it may incur in complying with the
                  instructions.

              


      

       

      
        	
                (d)

              	
                In
                  the absence of instructions from the Majority Lenders (or, if appropriate,
                  the Lenders), each Servicing Bank may act (or refrain from taking
                  action)
                  as it considers to be in the best interest of the relevant Finance
                  Party
                  or Parties concerned.

              


      

       

      
        	
                (e)

              	
                Neither
                  Servicing Bank is authorized to act on behalf of any other Finance
                  Party
                  (without first obtaining that Finance Party’s consent) in any legal or
                  arbitration proceedings relating to any Finance
                  Document.

              


      

       

      
        	
                30.12

              	
                Responsibility
                  for documentation

              


      

       

      None
        of the Servicing Banks, the Arranger or the Bookrunner:

       

      
        	
                (a)

              	
                is
                  responsible for the adequacy, accuracy and/or completeness of any
                  information (whether oral or written) supplied by the Agent, the
                  Security
                  Trustee, the Arranger, the Bookrunner, an Obligor or any other
                  person
                  given in, or in connection with, any Finance Document;
                  or

              


      

       

      
        	
                (b)

              	
                is
                  responsible for the legality, validity, effectiveness, adequacy
                  or
                  enforceability of any Finance Document or any other agreement,
                  arrangement
                  or document entered into or made or executed in anticipation of,
                  or in
                  connection with, any Finance
                  Document.

              


      

       

      
        	
                30.13

              	
                Exclusion
                  of liability

              


      

       

      
        	
                (a)

              	
                Without
                  limiting paragraph (b) below, neither Servicing Bank will be liable
                  for
                  any action taken by it under, or in connection with, any Finance
                  Document,
                  unless directly caused by its gross negligence or wilful
                  misconduct.

              


      

       

      
        	
                (b)

              	
                No
                  Party may take any proceedings against any officer, employee or
                  agent of a
                  Servicing Bank in respect of any claim it might have against the
                  Servicing
                  Bank concerned or in respect of any act or omission of any kind
                  by that
                  officer, employee or agent in relation to any Finance Document,
                  and each
                  officer, employee or agent of a Servicing Bank may rely on this
                  Clause
                  subject to Clause 1.3 (Third party
                  rights).

              


      

       

      
        
          
          

        

        
          84

          
            

          

        

        
          
          

        

      

       

      
        	
                (c)

              	
                A
                  Servicing Bank will not be liable for any delay (or any related
                  consequences) in crediting an account with an amount required under
                  the
                  Finance Documents to be paid by it if it has taken all necessary
                  steps as
                  soon as reasonably practicable to comply with the regulations or
                  operating
                  procedures of any recognized clearing or settlement system used
                  by it for
                  that purpose.

              


      

       

      
        	
                30.14

              	
                Lenders’
                  indemnity to the Servicing
                  Banks

              


      

       

      Each
        Lender shall (in proportion to its share of the Total Commitments or, if
        the
        Total Commitments are then zero, to its share of the Total Commitments
        immediately prior to their reduction to zero) indemnify each Servicing Bank,
        within 3 Business Days of demand, against any cost, loss or liability incurred
        by the Servicing Bank concerned (otherwise than by reason of its gross
        negligence or wilful misconduct) in acting as Agent or Security Trustee under
        the Finance Documents (unless the Agent or Security Trustee has been reimbursed
        by an Obligor pursuant to a Finance Document).

       

      
        	
                30.15

              	
                Resignation
                  of a Servicing Bank

              


      

       

      
        	
                (a)

              	
                A
                  Servicing Bank may resign and appoint one of its Affiliates acting
                  through
                  an office in the United Kingdom as successor by giving notice to
                  the other
                  Finance Parties and the Borrower.

              


      

       

      
        	
                (b)

              	
                Alternatively,
                  a Servicing Bank may resign by giving notice to the other Finance
                  Parties
                  and the Borrower, in which case the Majority Lenders (after consultation
                  with the Borrower) may appoint a successor Agent or Security
                  Trustee.

              


      

       

      
        	
                (c)

              	
                If
                  the Majority Lenders have not appointed a successor Agent or Security
                  Trustee in accordance with paragraph (b) above within 30 days after
                  notice
                  of resignation was given, the Agent or Security Trustee (after
                  consultation with the Borrower) may appoint a successor Agent or
                  Security
                  Trustee (acting through an office in the United
                  Kingdom).

              


      

       

      
        	
                (d)

              	
                The
                  retiring Agent or Security Trustee shall, at its own cost, make
                  available
                  to the successor Agent or Security Trustee such documents and records
                  and
                  provide such assistance as the successor Agent or Security Trustee
                  may
                  reasonably request for the purposes of performing its functions
                  as Agent
                  or Security Trustee under the Finance
                  Documents.

              


      

       

      
        	
                (e)

              	
                A
                  Servicing Bank’s resignation notice shall only take effect upon the
                  appointment of a successor.

              


      

       

      
        	
                (f)

              	
                Upon
                  the appointment of a successor, the retiring Servicing Bank shall
                  be
                  discharged from any further obligation in respect of the Finance
                  Documents
                  but shall remain entitled to the benefit of this Clause 30.  Its
                  successor and each of the other Parties shall have the same rights
                  and
                  obligations amongst themselves as they would have had if such successor
                  had been an original Party.

              


      

       

      
        	
                (g)

              	
                After
                  consultation with the Borrower, the Majority Lenders may, by notice
                  to a
                  Servicing Bank, require it to resign in accordance with paragraph
                  (b)
                  above.  In this event, the Servicing Bank shall resign in
                  accordance with paragraph (b)
                  above.

              


      

       

      
        
          
          

        

        
          85

          
            

          

        

        
          
          

        

      

       

      
        	
                30.16

              	
                Confidentiality

              


      

       

      
        	
                (a)

              	
                In
                  acting as agent or, as the case may be, trustee for the Finance
                  Parties, a
                  Servicing Bank shall be regarded as acting through its agency division
                  which shall be treated as a separate entity from any other of its
                  divisions or departments.

              


      

       

      
        	
                (b)

              	
                If
                  information is received by a division or department of a Servicing
                  Bank
                  other than that division or department responsible for complying
                  with the
                  obligations assumed by that Servicing Bank under the Finance Documents,
                  that information may be treated as confidential to that division
                  or
                  department, and the Servicing Bank concerned shall not be deemed
                  to have
                  notice of it nor shall it be obliged to disclose such information
                  to any
                  Party.

              


      

       

      
        	
                30.17

              	
                Relationship
                  with the Lenders

              


      

       

      
        	
                (a)

              	
                Each
                  Servicing Bank may treat each Lender as a Lender entitled to payments
                  under this Agreement and acting through its Facility Office unless
                  it has
                  received not less than 5 Business Days prior notice from that Lender
                  to
                  the contrary in accordance with the terms of this
                  Agreement.

              


      

       

      
        	
                (b)

              	
                Each
                  Lender shall supply the Agent with any information required by
                  the Agent
                  in order to calculate the Mandatory Cost in accordance with Schedule
                  4
                  (Mandatory Cost formula).

              


      

       

      
        	
                30.18

              	
                Credit
                  appraisal by the Lenders

              


      

       

      Without
        affecting the responsibility of any Obligor for information supplied by it
        or on
        its behalf in connection with any Finance Document, each Lender confirms
        to each
        of the Servicing Banks, the Arranger and the Bookrunner that it has been,
        and
        will continue to be, solely responsible for making its own independent appraisal
        and investigation of all risks arising under, or in connection with, any
        Finance
        Document including but not limited to:

       

      
        	
                (a)

              	
                the
                  financial condition, status and nature of each member of the
                  Group;

              


      

       

      
        	
                (b)

              	
                the
                  legality, validity, effectiveness, adequacy or enforceability of
                  any
                  Finance Document and any other agreement, arrangement or document
                  entered
                  into, made or executed in anticipation of, under or in connection
                  with any
                  Finance Document;

              


      

       

      
        	
                (c)

              	
                whether
                  that Lender has recourse, and the nature and extent of that recourse,
                  against any Party or any of its respective assets under, or in
                  connection
                  with, any Finance Document, the transactions contemplated by the
                  Finance
                  Documents or any other agreement, arrangement or document entered
                  into,
                  made or executed in anticipation of, under or in connection with
                  any
                  Finance Document; and

              


      

       

      
        	
                (d)

              	
                the
                  adequacy, accuracy and/or completeness of any other information
                  provided
                  by the either Servicing Bank, any Party or by any other person
                  under, or
                  in connection with, any Finance Document, the transactions contemplated
                  by
                  the Finance Documents or any other agreement, arrangement or document
                  entered into, made or executed in anticipation of, under or in
                  connection
                  with any Finance Document.

              


      

       

      
        	
                30.19

              	
                Reference
                  Banks

              


      

       

      If
        a Reference Bank ceases to be a Lender, the Agent shall (in consultation
        with
        the Borrower) appoint another Lender to replace that Reference
        Bank.

       

      
        
          
          

        

        
          86

          
            

          

        

        
          
          

        

      

       

      
        	
                30.20

              	
                Servicing
                  Bank’s management time

              


      

       

      Any
        amount payable to the Agent or the Security Trustee under Clause 14.3
        (Indemnity to the Agent and the Security Trustee), Clause 16 (Costs
        and expenses) and Clause 30.14 (Lenders’ indemnity to the Servicing
        Banks) shall include the cost of utilizing the Agent’s or the Security
        Trustee’s management time or other resources and will be calculated on the basis
        of such reasonable daily or hourly rates as the Agent or the Security Trustee
        may notify to the Borrower and the Lenders, and is in addition to any fee
        paid
        or payable to the Agent or the Security Trustee under Clause
        11 (Fees).

       

      
        	
                30.21

              	
                Deduction
                  from amounts payable by a Servicing
                  Bank

              


      

       

      If
        any Party owes an amount to either Servicing Bank under the Finance Documents,
        such Servicing Bank may, after giving notice to that Party, deduct an amount
        not
        exceeding that amount from any payment to that Party which such Servicing
        Bank
        would otherwise be obliged to make under the Finance Documents and apply
        the
        amount deducted in or towards satisfaction of the amount owed.  For
        the purposes of the Finance Documents that Party shall be regarded as having
        received any amount so deducted.

       

      
        	
                30.22

              	
                Full
                  freedom to enter into
                  transactions

              


      

       

      Notwithstanding
        any rule of law or equity to the contrary, each Servicing Bank shall be
        absolutely entitled:

       

      
        	
                (a)

              	
                to
                  enter into and arrange banking, derivative, investment and/or other
                  transactions of every kind with or affecting the Borrower or any
                  person
                  who is party to, or referred to in, a Finance Document (including,
                  but not
                  limited to, any interest or currency swap or other transaction,
                  whether
                  related to this Agreement or not, and acting as syndicate agent
                  and/or
                  security trustee for, and/or participating in, other facilities
                  to the
                  Borrower or any person who is party to, or referred to in, a Finance
                  Document);

              


      

       

      
        	
                (b)

              	
                to
                  deal in and enter into and arrange transactions relating
                  to:

              


      

       

      
        	
                 

              	
                (i)

              	
                any
                  securities issued or to be issued by the Borrower or any such other
                  person; or

              


      

       

      
        	
                 

              	
                (ii)

              	
                any
                  options or other derivatives in connection with such securities;
                  and

              


      

       

      
        	
                (c)

              	
                to
                  provide advice or other services to the Borrower or any person
                  who is a
                  party to, or referred to in, a Finance
                  Document,

              


      

       

      and,
        in particular, each Servicing Bank shall be absolutely entitled, in proposing,
        evaluating, negotiating, entering into and arranging all such transactions
        and
        in connection with all other matters covered by paragraphs (a), (b) and (c)
        above, to use (subject only to applicably law) any information or opportunity,
        howsoever acquired by it, to pursue its own interests exclusively, to refrain
        from disclosing such dealings, transactions or other matters or any information
        acquired in connection with them and to retain for its sole benefit all profits
        and benefits derived from the dealings transactions or other
        matters.

       

      
        	
                31

              	
                CONDUCT
                  OF BUSINESS BY THE FINANCE
                  PARTIES

              


      

       

      No
        provision of this Agreement will:

       

      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      

       

      
        	
                (a)

              	
                interfere
                  with the right of any Finance Party to arrange its affairs (tax
                  or
                  otherwise) in whatever manner it thinks
                  fit;

              


      

       

      
        	
                (b)

              	
                oblige
                  any Finance Party to investigate or claim any credit, relief, remission
                  or
                  repayment available to it or the extent, order and manner of any
                  claim;
                  or

              


      

       

      
        	
                (c)

              	
                oblige
                  any Finance Party to disclose any information relating to its affairs
                  (tax
                  or otherwise) or any computations in respect of
                  Tax.

              


      

       

      
        	
                32

              	
                SHARING
                  AMONG THE FINANCE PARTIES

              


      

       

      
        	
                32.1

              	
                Payments
                  to Finance Parties

              


      

       

      If
        a Finance Party (a “Recovering Finance Party”) receives or
        recovers any amount from an Obligor other than in accordance with Clause
        33
        (Payment mechanics) and applies that amount to a payment due under the
        Finance Documents then:

       

      
        	
                (a)

              	
                the
                  Recovering Finance Party shall, within 3 Business Days, notify
                  details of
                  the receipt or recovery, to the
                  Agent;

              


      

       

      
        	
                (b)

              	
                the
                  Agent shall determine whether the receipt or recovery is in excess
                  of the
                  amount the Recovering Finance Party would have been paid had the
                  receipt
                  or recovery been received or made by the Agent and distributed
                  in
                  accordance with Clause 33 (Payment mechanics), without taking
                  account of any Tax which would be imposed on the Agent in relation
                  to the
                  receipt, recovery or distribution;
                  and

              


      

       

      
        	
                (c)

              	
                the
                  Recovering Finance Party shall, within 3 Business Days of demand
                  by the
                  Agent, pay to the Agent an amount (the “Sharing Payment”)
                  equal to such receipt or recovery less any amount which the Agent
                  determines may be retained by the Recovering Finance Party as its
                  share of
                  any payment to be made, in accordance with Clause 33.5 (Partial
                  payments).

              


      

       

      
        	
                32.2

              	
                Redistribution
                  of payments

              


      

       

      The
        Agent shall treat the Sharing Payment as if it had been paid by the relevant
        Obligor and distribute it among the Finance Parties (other than the Recovering
        Finance Party) in accordance with Clause 33.5 (Partial
        payments).

       

      
        	
                32.3

              	
                Recovering
                  Finance Party’s rights

              


      

       

      
        	
                (a)

              	
                On
                  a distribution by the Agent under Clause 32.2 (Redistribution of
                  payments), the Recovering Finance Party will be subrogated to the
                  rights of the Finance Parties which have shared in the
                  redistribution.

              


      

       

      
        	
                (b)

              	
                If
                  and to the extent that the Recovering Finance Party is not able
                  to rely on
                  its rights under paragraph (a) above, the relevant Obligor shall
                  be liable
                  to the Recovering Finance Party for a debt equal to the Sharing
                  Payment
                  which is immediately due and
                  payable.

              


      

       

      
        	
                32.4

              	
                Reversal
                  of redistribution

              


      

       

      If
        any part of the Sharing Payment received or recovered by a Recovering Finance
        Party becomes repayable and is repaid by that Recovering Finance Party,
        then:

       

      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      

       

      
        	
                (a)

              	
                each
                  Finance Party which has received a share of the relevant Sharing
                  Payment
                  pursuant to Clause 32.2 (Redistribution of payments) shall, upon
                  request of the Agent, pay to the Agent for account of that Recovering
                  Finance Party an amount equal to the appropriate part of its share
                  of the
                  Sharing Payment (together with an amount as is necessary to reimburse
                  that
                  Recovering Finance Party for its proportion of any interest on
                  the Sharing
                  Payment which that Recovering Finance Party is required to pay);
                  and

              


      

       

      
        	
                (b)

              	
                that
                  Recovering Finance Party’s rights of subrogation in respect of any
                  reimbursement shall be cancelled and the relevant Obligor will
                  be liable
                  to the reimbursing Finance Party for the amount so
                  reimbursed.

              


      

       

      
        	
                32.5

              	
                Exceptions

              


      

       

      
        	
                (a)

              	
                This
                  Clause 32 shall not apply to the extent that the Recovering Finance
                  Party
                  would not, after making any payment pursuant to this Clause, have
                  a valid
                  and enforceable claim against the relevant
                  Obligor.

              


      

       

      
        	
                (b)

              	
                A
                  Recovering Finance Party is not obliged to share with any other
                  Finance
                  Party any amount which the Recovering Finance Party has received
                  or
                  recovered as a result of taking legal or arbitration proceedings,
                  if:

              


      

       

      
        	
                 

              	
                (i)

              	
                it
                  notified that other Finance Party of the legal or arbitration proceedings;
                  and

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  other Finance Party had an opportunity to participate in those
                  legal or
                  arbitration proceedings but did not do so as soon as reasonably
                  practicable having received notice and did not take separate legal
                  or
                  arbitration proceedings.

              


      

       

       

      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      

      SECTION
        11

       

      ADMINISTRATION

       

      
        	
                33

              	
                PAYMENT
                  MECHANICS

              


      

       

      
        	
                33.1

              	
                Payments
                  to the Agent

              


      

       

      
        	
                (a)

              	
                On
                  each date on which an Obligor or a Lender is required to make a
                  payment
                  under a Finance Document, that Obligor or Lender shall make the
                  same
                  available to the Agent (unless a contrary indication appears in
                  a Finance
                  Document) for value on the due date at the time and in such funds
                  specified by the Agent as being customary at the time for settlement
                  of
                  transactions in the relevant currency in the place of
                  payment.

              


      

       

      
        	
                (b)

              	
                Payment
                  shall be made to such account with such bank as the Agent
                  specifies.

              


      

       

      
        	
                33.2

              	
                Distributions
                  by the Agent

              


      

       

      Each
        payment received by the Agent under the Finance Documents for another Party
        shall, subject to Clause 33.3 (Distributions to an Obligor) and Clause
        33.4 (Clawback) be made available by the Agent as soon as practicable
        after receipt to the Party entitled to receive payment in accordance with
        this
        Agreement (in the case of a Lender, for the account of its Facility Office),
        to
        such account as that Party may notify to the Agent by not less than 5 Business
        Days’ notice with a bank in the principal financial center of the country of
        that currency.

       

      
        	
                33.3

              	
                Distributions
                  to an Obligor

              


      

       

      The
        Agent may (with the consent of the Obligor or in accordance with Clause 34
        (Set-off)) apply any amount received by it for that Obligor in or
        towards payment (on the date and in the currency and funds of receipt) of
        any
        amount due from that Obligor under the Finance Documents or in or towards
        purchase of any amount of any currency to be so applied.

       

      
        	
                33.4

              	
                Clawback

              


      

       

      
        	
                (a)

              	
                Where
                  a sum is to be paid to the Agent under the Finance Documents for
                  another
                  Party, the Agent is not obliged to pay that sum to that other Party
                  (or to
                  enter into or perform any related exchange contract) until it has
                  been
                  able to establish to its satisfaction that it has actually received
                  that
                  sum.

              


      

       

      
        	
                (b)

              	
                If
                  the Agent pays an amount to another Party and it proves to be the
                  case
                  that the Agent had not actually received that amount, then the
                  Party to
                  whom that amount (or the proceeds of any related exchange contract)
                  was
                  paid by the Agent shall on demand refund the same to the Agent
                  together
                  with interest on that amount from the date of payment to the date
                  of
                  receipt by the Agent, calculated by the Agent to reflect its cost
                  of
                  funds.

              


      

       

      
        	
                33.5

              	
                Partial
                  payments

              


      

       

      
        	
                (a)

              	
                If
                  the Agent receives a payment that is insufficient to discharge
                  all the
                  amounts then due and payable by an Obligor under the Finance Documents
                  and
                  the Master Agreements, the Agent shall apply that payment towards
                  the
                  obligations of that Obligor under the Finance Documents and the
                  Master
                  Agreements in the following order:

              


      

       

      
        
          
          

        

        
          90

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (i)

              	
                first,
                  in or towards payment pro rata of any unpaid fees, costs and expenses
                  of
                  the Agent under the Finance
                  Documents;

              


      

       

      
        	
                 

              	
                (ii)

              	
                secondly,
                  in or towards payment pro rata of any accrued interest or commission
                  due
                  but unpaid under this Agreement;

              


      

       

      
        	
                 

              	
                (iii)

              	
                thirdly,
                  in or towards payment pro rata of any principal due but unpaid
                  under this
                  Agreement;

              


      

       

      
        	
                 

              	
                (iv)

              	
                fourthly,
                  in or towards payment pro rata of any other sum due but unpaid
                  under the
                  Finance Documents; and

              


      

       

      
        	
                 

              	
                (v)

              	
                fifthly,
                  in or towards payment pro rata of the Swap Exposure of each Swap
                  Counterparty (calculated as at the actual Early Termination Date
                  applying
                  to each particular Designated Transaction, or if no such Early
                  Termination
                  Date occurred on the date of application or distribution
                  hereunder);

              


      

       

      
        	
                (b)

              	
                The
                  Agent shall, if so directed by the Majority Lenders, vary the order
                  set
                  out in paragraphs (a)(ii) to (iv)
                  above.

              


      

       

      
        	
                33.6

              	
                No
                  set-off by Obligors

              


      

       

      All
        payments to be made by an Obligor under the Finance Documents shall be
        calculated and be made without (and free and clear of any deduction for)
        set-off
        or counterclaim.

       

      
        	
                33.7

              	
                Business
                  Days

              


      

       

      
        	
                (a)

              	
                Any
                  payment which is due to be made on a day that is not a Business
                  Day shall
                  be made on the next Business Day in the same calendar month (if
                  there is
                  one) or the preceding Business Day (if there is
                  not).

              


      

       

      
        	
                (b)

              	
                During
                  any extension of the due date for payment of any principal or an
                  Unpaid
                  Sum under this Agreement interest is payable on the principal at
                  the rate
                  payable on the original due date.

              


      

       

      
        	
                33.8

              	
                Currency
                  of account

              


      

       

      
        	
                (a)

              	
                Subject
                  to paragraphs (b) to (c) below, Dollars is the currency of account
                  and
                  payment for any sum due from an Obligor under any Finance
                  Document.

              


      

       

      
        	
                (b)

              	
                Each
                  payment in respect of costs, expenses or Taxes shall be made in
                  the
                  currency in which the costs, expenses or Taxes are
                  incurred.

              


      

       

      
        	
                (c)

              	
                Any
                  amount expressed to be payable in a currency other than Dollars
                  shall be
                  paid in that other currency.

              


      

       

      
        	
                34

              	
                SET-OFF

              


      

       

      A
        Finance Party may set off any matured obligation due from an Obligor under
        the
        Finance Documents (to the extent beneficially owned by that Finance Party)
        against any matured obligation owed by that Finance Party to that Obligor,
        regardless of the place of payment, booking branch or currency of either
        obligation.  If the obligations are in different currencies, the
        Finance Party may convert either obligation at a market rate of exchange
        in its
        usual course of business for the purpose of the set-off.

       

      
        
          
          

        

        
          91

          
            

          

        

        
          
          

        

      

       

      
        	
                35

              	
                NOTICES

              


      

       

      
        	
                35.1

              	
                Communications
                  in writing

              


      

       

      Any
        communication to be made under or in connection with the Finance Documents
        shall
        be made in writing and, unless otherwise stated, may be made by fax or
        letter.

       

      
        	
                35.2

              	
                Addresses

              


      

       

      The
        address and fax number (and the department or officer, if any, for whose
        attention the communication is to be made) of each Party for any communication
        or document to be made or delivered under or in connection with the Finance
        Documents are:

       

      
        	
                (a)

              	
                in
                  the case of the Borrower, that identified with its name
                  below;

              


      

       

      
        	
                (b)

              	
                in
                  the case of each Original Guarantor, in care of the
                  Borrower;

              


      

       

      
        	
                (c)

              	
                in
                  the case of the Original Lender, that identified with its name
                  below;

              


      

       

      
        	
                (d)

              	
                in
                  the case of the Original Swap Bank, that identified with its name
                  below;

              


      

       

      
        	
                (e)

              	
                in
                  the case of each New Lender, each New Swap Bank or any other Obligor,
                  that
                  notified in writing to the Agent on or before the date on which
                  it becomes
                  a Party;

              


      

       

      
        	
                (f)

              	
                in
                  the case of the Agent, that identified with its name below;
                  and

              


      

       

      
        	
                (g)

              	
                in
                  the case of the Security Trustee, that identified with its name
                  below,

              


      

       

      or
        any substitute address, fax number, or department or officer as the Party
        may
        notify to the Agent (or the Agent may notify to the other Parties, if a change
        is made by the Agent) by not less than 5 Business Days’ notice.

       

      
        	
                35.3

              	
                Delivery

              


      

       

      
        	
                (a)

              	
                Any
                  communication or document made or delivered by one person to another
                  under
                  or in connection with the Finance Documents will only be
                  effective:

              


      

       

      
        	
                 

              	
                (i)

              	
                if
                  by way of fax, when received in legible form;
                  or

              


      

       

      
        	
                 

              	
                (ii)

              	
                if
                  by way of letter, when it has been left at the relevant address
                  or 5
                  Business Days after being deposited in the post postage prepaid
                  in an
                  envelope addressed to it at that
                  address;

              


      

       

      and,
        if a particular department or officer is specified as part of its address
        details provided under Clause 35.2
        (Addresses), if addressed to that department or officer.

       

      
        	
                (b)

              	
                Any
                  communication or document to be made or delivered to the Agent
                  or the
                  Security Trustee will be effective only when actually received
                  by the
                  Agent or the Security Trustee and then only if it is expressly
                  marked for
                  the attention of the department or officer identified with the
                  Agent’s or
                  the Security Trustee’s signature below (or any substitute department or
                  officer as the Agent or the Security Trustee shall specify for
                  this
                  purpose).

              


      

       

      
        	
                (c)

              	
                All
                  notices from or to an Obligor shall be sent through the
                  Agent.

              


      

       

      
        
          
          

        

        
          92

          
            

          

        

        
          
          

        

      

       

      
        	
                (d)

              	
                Any
                  communication or document made or delivered to the Borrower in
                  accordance
                  with this Clause will be deemed to have been made or delivered
                  to each of
                  the Obligors.

              


      

       

      
        	
                35.4

              	
                Notification
                  of address and fax number

              


      

       

      Promptly
        upon receipt of notification of an address and fax number or change of address,
        or fax number pursuant to Clause 35.2 (Addresses) or changing its own
        address or fax number, the Agent shall notify the other Parties.

       

      
        	
                35.5

              	
                English
                  language

              


      

       

      
        	
                (a)

              	
                Any
                  notice given under or in connection with any Finance Document must
                  be in
                  English.

              


      

       

      
        	
                (b)

              	
                All
                  other documents provided under or in connection with any Finance
                  Document
                  must be:

              


      

       

      
        	
                 

              	
                (i)

              	
                in
                  English; or

              


      

       

      
        	
                 

              	
                (ii)

              	
                if
                  not in English, and if so required by the Agent, accompanied by
                  a
                  certified English translation and, in this case, the English translation
                  will prevail unless the document is a constitutional, statutory
                  or other
                  official document.

              


      

       

      
        	
                36

              	
                CALCULATIONS
                  AND CERTIFICATES

              


      

       

      
        	
                36.1

              	
                Accounts

              


      

       

      In
        any litigation or arbitration proceedings arising out of or in connection
        with a
        Finance Document, the entries made in the accounts maintained by a Finance
        Party
        are prima facie evidence of the matters to which they
        relate.

       

      
        	
                36.2

              	
                Certificates
                  and determinations

              


      

       

      Any
        certification or determination by a Finance Party of a rate or amount under
        any
        Finance Document is, in the absence of manifest error, conclusive evidence
        of
        the matters to which it relates.

       

      
        	
                36.3

              	
                Day
                  count convention

              


      

       

      Any
        interest, commission or fee accruing under a Finance Document will accrue
        from
        day to day and is calculated on the basis of the actual number of days elapsed
        and a year of 360 days or, in any case where the practice in the Relevant
        Interbank Market differs, in accordance with that market practice.

       

      
        	
                37

              	
                PARTIAL
                  INVALIDITY

              


      

       

      If,
        at any time, any provision of the Finance Documents is or becomes illegal,
        invalid or unenforceable in any respect under any law of any jurisdiction,
        neither the legality, validity or enforceability of the remaining provisions
        nor
        the legality, validity or enforceability of such provision under the law
        of any
        other jurisdiction will in any way be affected or impaired.

       

      
        
          
          

        

        
          93

          
            

          

        

        
          
          

        

      

       

      
        	
                38

              	
                REMEDIES
                  AND WAIVERS

              


      

       

      No
        failure to exercise, nor any delay in exercising, on the part of any Finance
        Party, any right or remedy under the Finance Documents shall operate as a
        waiver, nor shall any single or partial exercise of any right or remedy prevent
        any further or other exercise or the exercise of any other right or
        remedy.  The rights and remedies provided in this Agreement are
        cumulative and not exclusive of any rights or remedies provided by
        law.

       

      
        	
                39

              	
                AMENDMENTS
                  AND WAIVERS

              


      

       

      
        	
                39.1

              	
                Required
                  consents

              


      

       

      
        	
                (a)

              	
                Subject
                  to Clause 39.2 (Exceptions) any term of the Finance Documents may
                  be amended or waived only with the consent of the Majority Lenders
                  and the
                  Obligors and any such amendment or waiver will be binding on all
                  Parties.

              


      

       

      
        	
                (b)

              	
                The
                  Agent may effect, on behalf of any Finance Party, any amendment
                  or waiver
                  permitted by this Clause.

              


      

       

      
        	
                39.2

              	
                Exceptions

              


      

       

      
        	
                (a)

              	
                An
                  amendment or waiver that has the effect of changing or which relates
                  to:

              


      

       

      
        	
                 

              	
                (i)

              	
                the
                  definition of “Majority Lenders” in Clause 1.1
                  (Definitions);

              


      

       

      
        	
                 

              	
                (ii)

              	
                a
                  postponement of the date of payment of any amount under the Finance
                  Documents;

              


      

       

      
        	
                 

              	
                (iii)

              	
                a
                  reduction in the Margin (other than reason of changes in the Advance
                  Ratio) or the amount of any payment of principal, interest, fees
                  or
                  commission payable;

              


      

       

      
        	
                 

              	
                (iv)

              	
                an
                  increase in or extension of any
                  Commitment;

              


      

       

      
        	
                 

              	
                (v)

              	
                a
                  change to the Borrower or Guarantors other than in accordance with
                  Clause
                  28 (Changes to the
                  Obligors);

              


      

       

      
        	
                 

              	
                (vi)

              	
                any
                  provision which expressly requires the consent of all the Lenders;
                  or

              


      

       

      
        	
                 

              	
                (vii)

              	
                Clause
                  2.2 (Finance Parties’ rights and obligations), Clause 27
                  (Changes to the Lenders) or this Clause
                  39;

              


      

       

      shall
        not be made without the prior consent of all the Lenders.

       

      
        	
                (b)

              	
                An
                  amendment or waiver which relates to the rights or obligations
                  of the
                  Agent, the Security Trustee, the Arranger or the Bookrunner may
                  not be
                  effected without the consent of the Agent, the Security Trustee,
                  the
                  Arranger or the Bookrunner.

              


      

       

      
        	
                40

              	
                COUNTERPARTS

              


      

       

      Each
        Finance Document may be executed in any number of counterparts, and this
        has the
        same effect as if the signatures on the counterparts were on a single copy
        of
        the Finance Document.

       

      
        
          
          

        

        
          94

          
            

          

        

        
          
          

        

      

       

      
        	
                41

              	
                ENTIRE
                  AGREEMENT

              


      

       

      This
        Agreement and the Schedules and Exhibits hereto, together with the Mandate
        Letter, embody the entire agreement between the Parties relating to the subject
        matter hereof and supersede all prior agreements, representations and
        understandings, if any, relating to such subject matter; provided,
that in case of any conflict between this Agreement and the Mandate
        Letter, the provisions of this Agreement shall prevail.

       

       

      
        
          
          

        

        
          95

          
            

          

        

        
          
          

        

      

       

      SECTION
        12

       

      GOVERNING
        LAW AND ENFORCEMENT

       

      
        	
                42

              	
                GOVERNING
                  LAW

              


      

       

      THIS
        AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
        APPLICABLE IN THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW
        PRINCIPLES).

       

      
        	
                43

              	
                ENFORCEMENT

              


      

       

      
        	
                43.1

              	
                Jurisdiction
                  

              


      

       

      
        	
                (a)

              	
                EACH
                  OBLIGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
                  AND ITS
                  PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE
                  COURT OR
                  FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK
                  CITY,
                  AND ANY APPELLATE COURT THEREOF, IN ANY ACTION OR PROCEEDING ARISING
                  OUT
                  OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT
                  OF ANY
                  JUDGMENT, AND EACH OBLIGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
                  AGREES
                  THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY
                  BE HEARD
                  AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED
                  BY
                  LAW, IN SUCH FEDERAL COURT.  EACH OBLIGOR AGREES THAT A FINAL
                  JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
                  MAY BE
                  ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
                  OTHER
                  MANNER PROVIDED BY LAW.  SUBJECT TO THE FOREGOING AND TO
                  PARAGRAPH (b) BELOW, NOTHING IN THIS AGREEMENT SHALL AFFECT ANY
                  RIGHT THAT
                  ANY PARTY HERETO MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
                  RELATING TO THIS AGREEMENT AGAINST ANY OTHER PARTY HERETO IN THE
                  COURTS OF
                  ANY JURISDICTION.

              


      

       

      
        	
                (b)

              	
                EACH
                  OBLIGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
                  EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH
                  IT MAY
                  NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION
                  OR
                  PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY
                  NEW YORK
                  STATE OR FEDERAL COURT AND THE DEFENSE OF AN INCONVENIENT FORUM
                  TO THE
                  MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND
                  ANY
                  IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
                  WITH
                  RESPECT TO ITSELF OR ITS PROPERTY.

              


      

       

      
        	
                43.2

              	
                Service
                  of process

              


      

       

      EACH
        OBLIGOR AGREES THAT SERVICE OF PROCESS MAY BE MADE ON IT BY PERSONAL SERVICE
        OF
        A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT,
        ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID)
        TO
        ITS ADDRESS SPECIFIED IN CLAUSE 35.2 (Addresses), OR BY ANY OTHER
        METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE
        STATE
        OF NEW YORK.

       

      
        
          
          

        

        
          96

          
            

          

        

        
          
          

        

      

       

       

      
        	
                43.3

              	
                Waiver
                  of Jury Trial

              


      

       

      EACH
        OF THE OBLIGORS AND THE FINANCE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
        BY
        JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
        TORT
        OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE FINANCE DOCUMENTS,
        THE
        LOANS OR THE ACTIONS OF THE FINANCE PARTIES IN THE NEGOTIATION, ADMINISTRATION,
        PERFORMANCE OR ENFORCEMENT THEREOF.

       

      This
        Agreement has been entered into on the date stated at the beginning of this
        Agreement.

       

       

       

       

       

       

       

      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        1

       

      


       

                 THE
        ORIGINAL OBLIGORS

       

      
        	
                Name
                  of Borrower

              	
                Place
                  of Incorporation

              	
                Registration
                  number

              
	
                Eagle
                  Bulk Shipping Inc.

              	
                Marshall
                  Islands

              	
                14155

              


      

      


      Original
        Guarantors

       

      
        	
                Name
                  of Limited Liability Company

              	
                Place
                  of Formation

              	
                Registration
                  number

              
	
                Cardinal
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960647

              
	
                Condor
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960610

              
	
                Crested
                  Eagle Shipping LLC

              	
                Marshall
                  Islands

              	
                961008

              
	
                Crowned
                  Eagle Shipping LLC

              	
                Marshall
                  Islands

              	
                961009

              
	
                Falcon
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960609

              
	
                Golden
                  Eagle Shipping LLC

              	
                Marshall
                  Islands

              	
                960908

              
	
                Griffon
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960644

              
	
                Harrier
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960611

              
	
                Hawk
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960608

              
	
                Heron
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960722

              
	
                Imperial
                  Eagle Shipping LLC

              	
                Marshall
                  Islands

              	
                960909

              
	
                Jaeger
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960845

              
	
                Kestrel
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960846

              
	
                Kite
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960635

              
	
                Kittiwake
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960847

              
	
                Merlin
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960723

              
	
                Osprey
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960634

              
	
                Peregrine
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960646

              
	
                Shrike
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                961010

              
	
                Skua
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                961011

              
	
                Sparrow
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960636

              
	
                Stellar
                  Eagle Shipping LLC

              	
                Marshall
                  Islands

              	
                961061

              
	
                Tern
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                960850

              
	
                Petrel
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                961146

              
	
                Puffin
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                961147

              
	
                Raptor
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                961152

              
	
                Roadrunner
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                961148

              
	
                Saker
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                961153

              
	
                Sandpiper
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                961149

              
	
                Snipe
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                961150

              
	
                Swift
                  Shipping LLC

              	
                Marshall
                  Islands

              	
                961151

              


      

       

      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      

      
 

      
        	
                Name
                  of Corporation

              	
                Place
                  of Incorporation

              	
                Registration
                  number

              
	
                Agali
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22708

              
	
                Avlona
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                23056

              
	
                Delfini
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                23055

              
	
                Drosato
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22706

              
	
                Fountana
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22444

              
	
                Kampia
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22441

              
	
                Kofina
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                23058

              
	
                Marmaro
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22711

              
	
                Mesta
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22440

              
	
                Mylos
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22709

              
	
                Nagos
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22799

              
	
                Nenita
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22442

              
	
                Olympi
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22443

              
	
                Pelineo
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                23054

              
	
                Pyrgi
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22439

              
	
                Rahi
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22710

              
	
                Sirikari
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                22707

              
	
                Spilia
                  Shipping S.A.

              	
                Marshall
                  Islands

              	
                23053

              


      

      


       

       

      
        
          
          

        

        
          99

          
            

          

        

        
          
          

        

      

      SCHEDULE
        2


       

      CONDITIONS
        PRECEDENT

       

      PART
        I

      


      CONDITIONS
        PRECEDENT TO EFFECTIVENESS

      


      
        	
                1

              	
                Original
                  Obligors

              


      

       

      
        	
                (a)

              	
                A
                  copy of the constitutional documents of each Original
                  Obligor.

              


      

       

      
        	
                (b)

              	
                A
                  copy of a resolution of the board of directors or sole member,
                  as
                  appropriate, of each Original
                  Obligor:

              


      

       

      
        	
                 

              	
                (i)

              	
                approving
                  the terms of, and the transactions contemplated by, the Finance
                  Documents
                  to which it is a party and resolving that it execute the Finance
                  Documents
                  to which it is a party;

              


      

       

      
        	
                 

              	
                (ii)

              	
                authorizing
                  a specified person or persons to execute the Finance Documents
                  to which it
                  is a party on its behalf; and

              


      

       

      
        	
                 

              	
                (iii)

              	
                authorizing
                  a specified person or persons, on its behalf, to sign and/or deliver
                  all
                  documents and notices (including, if relevant, any Utilization
                  Request and
                  Selection Notice) to be signed and/or delivered by it under, or
                  in
                  connection with, the Finance Documents to which it is a
                  party.

              


      

       

      
        	
                (c)

              	
                A
                  specimen signature of each person authorized by the resolution
                  referred to
                  in paragraph (b) above.

              


      

       

      
        	
                (d)

              	
                A
                  copy of a resolution of the Borrower as sole member or sole shareholder,
                  as appropriate, of each Original Guarantor, approving the terms
                  of, and
                  the transactions contemplated by, the Finance Documents to which
                  the
                  Original Guarantor is a party.

              


      

       

      
        	
                (e)

              	
                A
                  certificate issued by the appropriate authority in the jurisdiction
                  of
                  incorporation or formation of each Original Obligor confirming
                  its valid
                  existence in good standing in such
                  jurisdiction.

              


      

       

      
        	
                (f)

              	
                A
                  certificate of an authorized signatory of the relevant Original
                  Obligor
                  certifying that each copy document relating to it specified in
                  Clause 1 of
                  this Part 1 of Schedule 2 is correct, complete and in full force
                  and
                  effect as at a date no earlier than the date of this
                  Agreement.

              


      

       

      
        	
                (g)

              	
                A
                  written confirmation from the Borrower as to which individuals
                  are
                  authorized to executed and deliver Selection
                  Notices.

              


      

       

      
        	
                (h)

              	
                Evidence
                  that each Existing Guarantor has duly opened an Operating
                  Account  and has delivered to the Agent all resolutions,
                  signature cards and other documents or evidence required in connection
                  with the opening, maintenance and operation of such Operating
                  Account.

              


      

       

      
        	
                2

              	
                Finance
                  Documents and Master
                  Agreements

              


      

       

      
        	
                (a)

              	
                A
                  duly executed original of:

              


      

       

      
        
          
          

        

        
          100

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (i)

              	
                this
                  Agreement;

              


      

       

      
        	
                 

              	
                (ii)

              	
                if
                  requested by any Lender, a Note in form appropriate for such
                  Lender;

              


      

       

      
        	
                 

              	
                (iii)

              	
                a
                  Master Agreement Assignment in respect of each Master
                  Agreement;

              


      

       

      
        	
                 

              	
                (iv)

              	
                an
                  Account Charge by each Existing
                  Guarantor;

              


      

       

      
        	
                 

              	
                (v)

              	
                the
                  Security Interest Deed by the Borrower and each Existing
                  Guarantor;

              


      

       

      
        	
                 

              	
                (vi)

              	
                an
                  Assignment of Shipbuilding Contract in respect of each IHI Newbuilding,
                  together with the acknowledgement and agreement of the relevant
                  shipyard;

              


      

       

      
        	
                 

              	
                (vii)

              	
                an
                  Assignment of Shipbuilding Contract and Refund Guarantee in respect
                  of
                  each Target Newbuilding, together with the acknowledgement and
                  agreement
                  of the relevant shipyard and refund
                  guarantor;

              


      

       

      
        	
                (viii)

              	
                a
                  Mortgage on each Existing Ship;

              


      

       

      
        	
                 

              	
                (ix)

              	
                an
                  Assignment of Earnings on each Existing
                  Ship;

              


      

       

      
        	
                 

              	
                (x)

              	
                an
                  Assignment of Insurances on each Existing Ship, together with a
                  Notice of
                  Assignment substantially in the form attached
                  thereto;  and

              


      

       

      
        	
                 

              	
                (xi)

              	
                an
                  Approved Manager’s Undertaking from each Approved Manager in respect of
                  each Existing Ship.

              


      

       

      
        	
                (b)

              	
                A
                  copy of each Master Agreement.

              


      

       

      
        	
                3

              	
                Newbuildings
                  and Existing Ships, and related
                  documents

              


      

       

      
        	
                (a)

              	
                A
                  copy of the Shipbuilding Contract for each IHI
                  Newbuilding.

              


      

       

      
        	
                (b)

              	
                A
                  copy of the Shipbuilding Contract for each Target
                  Newbuilding.

              


      

       

      
        	
                (c)

              	
                An
                  original (or, with the approval of the Agent, a SWIFT confirmation
                  issued
                  to the Agent) of each Refund Guarantee issued for a Target
                  Newbuilding.

              


      

       

      
        	
                (d)

              	
                A
                  copy of the Option Agreement.

              


      

       

      
        	
                (e)

              	
                A
                  copy of each Approved Charter described in Part IV of Schedule
                  12.

              


      

       

      
        	
                (f)

              	
                A
                  certificate of an officer of the Borrower certifying that each
                  copy
                  document specified in Clause 3(a), (b), (d) and (e) of this Part
                  I of
                  Schedule 2 is correct, complete and in full force and effect as at a date
                  no earlier than the date of this
                  Agreement.

              


      

       

      
        	
                (g)

              	
                A
                  valuation of each Ship including each Newbuilding addressed to
                  the Agent
                  dated not earlier than 21 days before the Effective Date, from
                  an Approved
                  Broker, confirming that the amount of the Loan(s) proposed to be
                  borrowed
                  on such Utilization Date shall not exceed 75% of the Security Value
                  indicated  by such
                  valuations.

              


      

       

      
        	
                (h)

              	
                Documentary
                  evidence that each Existing Ship:

              


      

       

      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (i)

              	
                is
                  definitively and permanently registered in the name of an Original
                  Guarantor under Marshall Islands flag, and that the relevant Mortgage
                  has
                  been duly recorded against such Existing Ship in accordance with
                  the laws
                  of the Marshall Islands;

              


      

       

      
        	
                 

              	
                (ii)

              	
                is
                  in the absolute and unencumbered ownership of an Original Guarantor
                  except
                  as contemplated by the Finance
                  Documents;

              


      

       

      
        	
                 

              	
                (iii)

              	
                maintains
                  the highest classification and rating for ships of the same age
                  and type
                  class with the relevant Classification Society, free of all overdue
                  recommendations and conditions of such Classification Society;
                  and

              


      

       

      
        	
                 

              	
                (iv)

              	
                is
                  insured in accordance with this Agreement and all requirements
                  therein in
                  respect of insurances have been complied with;
                  and

              


      

       

      
        	
                (i)

              	
                Documents
                  establishing that each Existing Ship will, as from the Effective
                  Date, be
                  managed by an Approved Manager on terms acceptable to the Agent,
                  together
                  with:

              


      

       

      
        	
                 

              	
                (i)

              	
                copies
                  of the Approved Manager’s Document of Compliance and of each Existing
                  Ship’s Safety Management Certificate (together with any other details
                  of
                  the applicable safety management system which the Agent requires);
                  and

              


      

       

      
        	
                 

              	
                (ii)

              	
                a
                  copy of the ISPS Code Certificate of each Existing
                  Ship.

              


      

       

      
        	
                (j)

              	
                A
                  favorable opinion from an independent insurance consultant acceptable
                  to
                  the Agent on such matters relating to the insurances for the Existing
                  Ships as the Agent may require.

              


      

       

      
        	
                4

              	
                Legal
                  opinions

              


      

       

      Favorable
        legal opinions from lawyers appointed by the Borrower and acceptable to the
        Agent on such matters concerning the laws of New York and the Republic of
        the
        Marshall Islands and such other relevant jurisdictions as the Agent may
        require.

       

      
        	
                5

              	
                Other
                  documents and evidence

              


      

       

      
        	
                (a)

              	
                Evidence
                  of the completion of all other recordings and filings of, or with
                  respect
                  to, the Finance Documents executed in connection with the Effective
                  Date
                  that the Agent may deem necessary or desirable in order to perfect
                  and
                  protect the Security created thereby, including under the Uniform
                  Commercial Code of New York (or such other jurisdiction where any
                  Original
                  Obligor and/or any collateral may be
                  located).

              


      

       

      
        	
                (b)

              	
                Evidence
                  that any process agent referred to in any Finance Document has
                  accepted
                  its appointment.

              


      

       

      
        	
                (c)

              	
                A
                  copy of any other Authorization or other document, opinion or assurance
                  which the Agent considers to be necessary or desirable (if it has
                  notified
                  the Borrower accordingly) in connection with the entry into and
                  performance of the transactions contemplated by any Finance Document
                  or
                  for the validity and enforceability of any Finance
                  Document.

              


      

       

      
        	
                (d)

              	
                The
                  Original Financial Statements of the Borrower and its
                  Subsidiaries.

              


      

       

      
        	
                (e)

              	
                Evidence
                  that the fees, costs and expenses then due from the Borrower pursuant
                  to
                  Clause 11 (Fees) and Clause 16 (Costs and
                  expenses) have been paid or will be paid by the Effective
                  Date.

              


      

       

       

      
        
          
          

        

        
          102

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (f)

              	
                Evidence
                  that any interest, fees, costs and expenses payable by the Borrower
                  under
                  the Original Credit Agreement have been paid or will be paid by
                  the
                  Effective Date.

              


      

       

       

       

      
        
          
          

        

        
          103

          
            

          

        

        
          
          

        

      

      SCHEDULE
        2

      


      CONDITIONS
        PRECEDENT

      


      PART
        II

      


      CONDITIONS
        PRECEDENT TO UTILIZATION FOR INITIAL

      LOAN
        IN RESPECT OF A NEWBUILDING OTHER THAN

      AN
        IHI NEWBUILDING OR A TARGET NEWBUILDING,

      OR
        THE PURCHASE OF AN ADDITIONAL SHIP

      


      
        	
                1

              	
                An
                  Accession Letter, duly executed by each Subsidiary of the Borrower
                  that
                  owns or acquires a Ship or any other ship or that enters into a
                  Shipbuilding Contract, as an Additional Guarantor, and the
                  Borrower.

              


      

       

      
        	
                2

              	
                Documents
                  respecting such Additional Guarantor specified mutatis mutandis
                  in Clause 1 of Part 1 of this Schedule
                  2.

              


      

       

      
        	
                3

              	
                Such
                  documents and evidence as each Lender shall require based on applicable
                  laws and regulations and that Lender’s own internal guidelines, relating
                  to that Lender’s knowledge of its
                  customers.

              


      

       

      
        	
                4

              	
                If
                  the Additional Guarantor is party to a Shipbuilding Contract for
                  a
                  Newbuilding:

              


      

       

      
        	
                (a)

              	
                A
                  copy of the relevant Shipbuilding
                  Contract;

              


      

       

      
        	
                (b)

              	
                An
                  original of each Refund Guarantee issued for such
                  Newbuilding;

              


      

       

      
        	
                (c)

              	
                A
                  certificate of an officer of the Borrower certifying that each
                  copy
                  document specified in paragraph 4(a) and (b) of this Part II is
                  correct,
                  complete and in full force and effect as at a date no earlier than
                  the
                  date of the Accession Letter; and

              


      

       

      
        	
                (d)

              	
                A
                  duly executed original of an Assignment of Shipbuilding Contract
                  and
                  Refund Guarantee by the Additional Guarantor in respect of such
                  Newbuilding, together with the acknowledgement and agreement of
                  the
                  relevant shipyard and refund
                  guarantor.

              


      

       

      
        	
                5

              	
                If
                  the Additional Guarantor owns or is to take delivery of an Additional
                  Ship:

              


      

       

      
        	
                (a)

              	
                A
                  copy of the relevant Memorandum of Agreement or Shipbuilding
                  Contract;

              


      

       

      
        	
                (b)

              	
                A
                  certificate of an officer of the Borrower certifying that each
                  copy
                  document specified in Clause 5(a) of Part II of this Schedule 2
                  is
                  correct, complete and in full force and effect as at a date no
                  earlier
                  than the date of the Accession
                  Letter;

              


      

       

      
        	
                (c)

              	
                Evidence
                  that the Additional Guarantor has duly opened an Operating Account
                  and has
                  delivered to the Agent all resolutions, signature cards and other
                  documents or evidence required in connection with the opening,
                  maintenance
                  and operation of such Operating
                  Account;

              


      

       

      
        	
                (d)

              	
                A
                  duly executed original of:

              


      

       

      
        	
                 

              	
                (i)

              	
                a
                  Cash Pooling Deed by the Borrower and the Additional Guarantor
                  relating to
                  the Operating Account of the Additional
                  Guarantor;

              


      

       

      
        	
                 

              	
                (ii)

              	
                an
                  Account Charge by the Additional
                  Guarantor;

              


      

       

      
        
          
          

        

        
          104

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (iii)

              	
                a
                  Mortgage on the Additional Ship;

              


      

       

      
        	
                 

              	
                (iv)

              	
                an
                  Assignment of Earnings on the Additional
                  Ship;

              


      

       

      
        	
                 

              	
                (v)

              	
                an
                  Assignment of Insurances on the Additional Ship, together with
                  a Notice of
                  Assignment substantially in the form attached
                  thereto;  and

              


      

       

      
        	
                 

              	
                (vi)

              	
                a
                  Approved Manager’s Undertaking from each Approved Manager in respect of
                  the Additional Ship;

              


      

       

      
        	
                (e)

              	
                Documentary
                  evidence that the Additional Ship:

              


      

       

      
        	
                 

              	
                (i)

              	
                has
                  been unconditionally delivered by the relevant seller or shipyard
                  to the
                  Additional Guarantor in accordance with all the terms of the relevant
                  Memorandum of Agreement or Shipbuilding Contract, as the case may
                  be,
                  warranted free and clear of all liens, and the relevant seller
                  or shipyard
                  has been paid in full under the terms of the relevant Memorandum
                  of
                  Agreement or Shipbuilding Contract, as the case may
                  be;

              


      

       

      
        	
                 

              	
                (ii)

              	
                is
                  definitively and permanently registered in the name of the Additional
                  Guarantor under Marshall Islands flag or an Alternative Approved
                  Flag, and
                  that the relevant Mortgage has been duly recorded against the Additional
                  Ship in accordance with the laws of the Marshall Islands or, if
                  applicable, the relevant Alternative Approved
                  Flag;

              


      

       

      
        	
                 

              	
                (iii)

              	
                is
                  in the absolute and unencumbered ownership of the Additional Guarantor
                  except as contemplated by the Finance
                  Documents;

              


      

       

      
        	
                 

              	
                (iv)

              	
                maintains
                  the highest classification and rating for ships of the same age
                  and type
                  class with the relevant Classification Society, free of all overdue
                  recommendations and conditions of such Classification Society;
                  and

              


      

       

      
        	
                 

              	
                (v)

              	
                is
                  insured in accordance with this Agreement and all requirements
                  therein in
                  respect of insurances have been complied
                  with;

              


      

       

      
        	
                (f)

              	
                Documents
                  establishing that the Additional Ship will, as from the date of
                  the
                  Accession Letter, be managed by an Approved Manager on terms acceptable
                  to
                  the Agent, together with:

              


      

       

      
        	
                 

              	
                (i)

              	
                copies
                  of the Approved Manager’s Document of Compliance and of the Additional
                  Ship’s Safety Management Certificate (together with any other details
                  of
                  the applicable safety management system which the Agent requires);
                  and

              


      

       

      
        	
                 

              	
                (ii)

              	
                a
                  copy of the ISPS Code Certificate of the Additional Ship;
                  and

              


      

       

      
        	
                (g)

              	
                A
                  favorable opinion from an independent insurance consultant acceptable
                  to
                  the Agent on such matters relating to the insurances for the Additional
                  Ship as the Agent may require.

              


      

       

      
        	
                6

              	
                A
                  valuation of any relevant Additional Ship and each other Ship including
                  each Newbuilding addressed to the Agent dated not earlier than
                  21 days
                  before the date of the Accession Letter, from an Approved
                  Broker.

              


      

       

      
        
          
          

        

        
          105

          
            

          

        

        
          
          

        

      

       

      
        	
                7

              	
                Favorable
                  legal opinions from lawyers appointed by the Borrower and acceptable
                  to
                  the Agent on such matters concerning the laws of New York and the
                  Republic
                  of the Marshall Islands and such other relevant jurisdictions as
                  the Agent
                  may require.

              


      

       

      
        	
                8

              	
                Evidence
                  of the completion of all other recordings and filings of, or with
                  respect
                  to, the Finance Documents executed in connection with the Accession
                  Letter
                  that the Agent may deem necessary or desirable in order to perfect
                  and
                  protect the Security created thereby, including under the Uniform
                  Commercial Code of New York (or such other jurisdiction where the
                  Additional Guarantor and/or any collateral may be
                  located);

              


      

       

      
        	
                9

              	
                Evidence
                  that any process agent referred to in any Finance Document executed
                  in
                  connection with the Accession Letter has accepted its
                  appointment.

              


      

       

      
        	
                10

              	
                A
                  copy of any other Authorization or other document, opinion or assurance
                  which the Agent considers to be necessary or desirable (if it has
                  notified
                  the Borrower accordingly) in connection with the entry into and
                  performance of the transactions contemplated by the Accession Letter
                  or
                  for the validity and enforceability of any Finance
                  Document.

              


      

       

      
        	
                11

              	
                Evidence
                  that the fees, costs and expenses then due from the Borrower pursuant
                  to
                  Clause 11 (Fees) and Clause16 (Costs and expenses) have
                  been paid.

              


      

       

       

       

      
        
          
          

        

        
          106

          
            

          

        

        
          
          

        

      

      SCHEDULE
        3

       

      REQUESTS


       

      PART
        I


       

      UTILIZATION
        REQUEST

       

      


      From:                 Eagle
        Bulk Shipping Inc.

      


      To:               The
        Royal
        Bank of Scotland plc, as Agent

      


      Dated:                 [l]

      


      Dear
        Sirs

      


      Eagle
        Bulk Shipping Inc. – $1,600,000,000 Facility Agreement

      dated
        as of October 19, 2007 (the “Agreement”)

       

      
        	
                1

              	
                We
                  refer to the Agreement.  This is a Utilization
                  Request.  Terms defined in the Agreement have the same meaning
                  in this Utilization Request unless given a different meaning in
                  this
                  Utilization Request.

              


      

       

      2           We
        wish to borrow a Loan on the following terms:

       

      
        	
                Proposed
                  Utilization Date:

              	
                [l]
                  (or, if that is
                  not a Business Day, the next Business Day)

              
	
                Amount:

              	
                [l]
                  or, if less, the
                  Available Facility

              
	
                Interest
                  Period:

              	
                [l]

              


      

      


      
        	
                3

              	
                The
                  Loan is for [Newbuilding Predelivery Costs in relation to specified
                  Newbuilding] [working capital] [specify Additional
                  Ship].

              


      

       

      
        	
                4

              	
                We
                  confirm that each condition specified in Clause 4.2
                  (Conditions precedent to Utilization) of the Agreement
                  is satisfied on the date of this Utilization
                  Request.

              


      

       

      5           The
        proceeds of this Loan should be credited to [account].

       

      6           This
        Utilization Request is irrevocable.

       

      


      EAGLE
        BULK SHIPPING INC.

      


      


      


      By:  _______________________

      Name:

      Title:

       

      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      

      SCHEDULE
        3

       

      REQUESTS

       

      PART
        II


       

      SELECTION
        NOTICE

       

      


      From:                 Eagle
        Bulk Shipping Inc.

      


      To:               The
        Royal
        Bank of Scotland plc, as Agent

      


      Dated:                 [l]

      


      Dear
        Sirs

       

      Eagle
        Bulk Shipping Inc. - $1,600,000,000 Facility Agreement

      dated
        as of October 19, 2007 (the “Agreement”)

       

      
        	
                1

              	
                We
                  refer to the Agreement.  This is a Selection
                  Notice.  Terms defined in the Agreement have the same meaning in
                  this Selection Notice unless given a different meaning in this
                  Selection
                  Notice.

              


      

       

      
        	
                2

              	
                We
                  refer to the following Loan[s] with an Interest Period ending on
                  [l].*

              


      

       

      
        	
                3

              	
                We
                  request that the above Loans[s] be divided into [l]
                  Loans with the
                  following amounts and Interest
                  Period:]**

              


      

       

      or

       

      [We
        request that the next Interest Period for the above Loan[s] be [l]].

       

      
        	
                4

              	
                This
                  Selection Notice is irrevocable.

              


      

       

      


       

      EAGLE
        BULK SHIPPING INC.

      


      


      


      By:  _______________________

      Name:

      Title:

       

      


      

        


      
        
          	
                  *  

                	
                   Insert
                    details of all Loans which have an Interest Period ending on
                    the same
                    date.

                


        

         

      

      
        
          	
                  **

                	
                   Use
                    this portion if division of Loans is
                    requested.

                


        

         

      

      
        
          
          

        

        
          108

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        4

       

      MANDATORY
        COST FORMULA


       

      


      
        	
                1

              	
                The
                  Mandatory Cost is an addition to the interest rate to compensate
                  Lenders
                  for the cost of compliance with (a) the requirements of the Bank
                  of
                  England and/or the Financial Services Authority (or, in either
                  case, any
                  other authority which replaces all or any of its functions) or
                  (b) the
                  requirements of the European Central
                  Bank.

              


      

       

      
        	
                2

              	
                On
                  the first day of each Interest Period (or as soon as possible thereafter)
                  the Agent shall calculate, as a percentage rate, a rate (the
                  “Additional Cost Rate”) for each Lender, in accordance
                  with the paragraphs set out below. The Mandatory Cost will be calculated
                  by the Agent as a weighted average of the Lenders’ Additional Cost Rates
                  (weighted in proportion to the percentage participation of each
                  Lender in
                  the relevant Loan) and will be expressed as a percentage rate per
                  annum.

              


      

       

      
        	
                3

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

              


      

       

      
        	
                4

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

              


      

       

      E
        x 0.01  per cent. per annum

          300

      


      Where:

      


      
        	
                 

              	
                E

              	
                is
                  designed to compensate Lenders for amounts payable under the Fees
                  Rules
                  and is calculated by the Agent as being the average of the most
                  recent
                  rates of charge supplied by the Reference Banks to the Agent pursuant
                  to
                  paragraph 7 below and expressed in pounds per
                  £1,000,000.

              


      

       

      
        	
                5

              	
                For
                  the purposes of this Schedule:

              


      

       

      
        	
                (a)

              	
                “Special
                  Deposits” has the meaning given to it from time to time under or
                  pursuant to the Bank of England Act 1998 or (as may be appropriate)
                  by the
                  Bank of England;

              


      

       

      
        	
                (b)

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

              


      

       

      
        	
                (c)

              	
                “Fee
                  Tariffs” means the fee tariffs specified in the Fees Rules under
                  the activity group A.l Deposit acceptors (ignoring any minimum
                  fee or zero
                  rated fee required pursuant to the Fees Rules but taking into account
                  any
                  applicable discount rate);

              


      

       

      
        
          
          

        

        
          109

          
            

          

        

        
          
          

        

      

       

      
        	
                (d)

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

              


      

       

      
        	
                (e)

              	
                “Tariff
                  Base” has the meaning given to it in, and will be calculated
                  in
                  accordance with, the Fees Rules.

              


      

       

      
        	
                6

              	
                If
                  requested by the Agent, each Reference Bank shall, as soon as practicable
                  after publication by the Financial Services Authority, supply to
                  the
                  Agent, the rate of charge payable by that Reference Bank to the
                  Financial
                  Services Authority pursuant to the Fees Rules in respect of the
                  relevant
                  financial year of the Financial Services Authority (calculated
                  for this
                  purpose by that Reference Bank as being the average of the Fee
                  Tariffs
                  applicable to that Reference Bank for that financial year) and
                  expressed
                  in pounds per £1,000,000 of the Tariff Base of that Reference
                  Bank.

              


      

       

      
        	
                7

              	
                Each
                  Lender shall supply any information required by the Agent for the
                  purpose
                  of calculating its Additional Cost Rate. In particular, but without
                  limitation, each Lender shall supply the following information
                  on or prior
                  to the date on which it becomes a
                  Lender:

              


      

       

      
        	
                (a)

              	
                the
                  jurisdiction of its Facility Office;
                  and

              


      

       

      
        	
                (b)

              	
                any
                  other information that the Agent may reasonably require for such
                  purpose.

              


      

       

      Each
        Lender shall promptly notify the Agent of any change to the information provided
        by it pursuant to this paragraph.

       

      
        	
                8

              	
                The
                  rates of charge of each Reference Bank for the purpose of E above
                  shall be
                  determined by the Agent based upon the information supplied to
                  it pursuant
                  to paragraph 6 above and on the assumption that, unless a Lender
                  notifies
                  the Agent to the contrary, each Lender’s obligations in relation to cash
                  ratio deposits and Special Deposits are the same as those of a
                  typical
                  bank from its jurisdiction of incorporation with a Facility Office
                  in the
                  same jurisdiction as its Facility
                  Office.

              


      

       

      
        	
                9

              	
                The
                  Agent shall have no liability to any person if such determination
                  results
                  in an Additional Cost Rate which over or under compensates any
                  Lender and
                  shall be entitled to assume that the information provided by any
                  Lender or
                  Reference Bank pursuant to paragraphs 3, 6 and 7 above is true
                  and correct
                  in all respects.

              


      

       

      
        	
                10

              	
                The
                  Agent shall distribute the additional amounts received as a result
                  of the
                  Mandatory Cost to the Lenders on the basis of the Additional Cost
                  Rate for
                  each Lender based on the information provided by each Lender and
                  each
                  Reference Bank pursuant to paragraphs 3, 6 and 7
                  above.

              


      

       

      
        	
                11

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

              


      

       

      
        
          
          

        

        
          110

          
            

          

        

        
          
          

        

      

       

      
        	
                12

              	
                The
                  Agent may from time to time, after consultation with the Borrower
                  and the
                  Lenders, determine and notify to all Parties any amendments which
                  are
                  required to be made to this Schedule in order to comply with any
                  change in
                  law, regulation or any requirements from time to time imposed by
                  the Bank
                  of England, the Financial Services Authority or the European Central
                  Bank
                  (or, in any case, any other authority which replaces all or any
                  of its
                  functions) and any such determination shall, in the absence of
                  manifest
                  error, be conclusive and binding on all
                  Parties.

              


      

       

      
        
          
          

        

        
          111

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        5

       

      FORM
        OF TRANSFER CERTIFICATE

       

      


      
        


        
          	
                  To:

                	
                  The
                    Royal Bank of Scotland plc, as
                    Agent

                


        

           

      

      
        	
                From:

              	
                [Existing
                  Lender] (the “Existing Lender”) and [New
                  Lender] (the “New
                  Lender”)

              


      

       

      
        
          
            	
                    Dated:

                  	
                    [l]

                  


          

             

        
             

      Eagle
        Bulk Shipping Inc. – $1,600,000,000 Facility Agreement

      dated
        as of October 19, 2007 (the “Agreement”)

      


      
        	
                1

              	
                We
                  refer to the Agreement.  This is a Transfer
                  Certificate.  Terms defined in the Agreement have the same
                  meaning in this Transfer Certificate unless given a different meaning
                  in
                  this Transfer Certificate.

              


      

       

      
        	
                2

              	
                We
                  refer to Clause 27.5 (Procedure for transfer) of the
                  Agreement:

              


      

       

      
        	
                (a)

              	
                The
                  Existing Lender and the New Lender agree to the Existing Lender
                  transferring to the New Lender by novation all or part of the Existing
                  Lender’s Commitment, rights and obligations referred to in the
                  Schedule in accordance with Clause 27.5 (Procedure
                  for transfer) of the
                  Agreement.

              


      

       

      
        	
                (b)

              	
                The
                  proposed Transfer Date is [l].

              


      

       

      
        	
                (c)

              	
                The
                  Facility Office and address, fax number and attention details for
                  notices
                  of the New Lender for the purposes of Clause 35.2 (Addresses) of
                  the Agreement are set out in the
                  Schedule.

              


      

       

      
        	
                3

              	
                The
                  New Lender expressly acknowledges the limitations on the Existing
                  Lender’s obligations set out in paragraph (c) of Clause 27.4
                  (Limitation of responsibility of Existing Lenders) of the
                  Agreement.

              


      

       

      
        	
                4

              	
                This
                  Transfer Certificate may be executed in any number of counterparts
                  and
                  this has the same effect as if the signatures on the counterparts
                  were on
                  a single copy of this Transfer
                  Certificate.

              


      

       

      
        	
                5

              	
                This
                  Transfer Certificate shall be governed by, and construed in accordance
                  with, the laws applicable in the State of New York (without regard
                  to
                  conflicts of law principles law).

              


      

       

       

      
        
          
          

        

        
          112

          
            

          

        

        
          
          

        

      

       

       

      THE
        SCHEDULE

       

      Commitment/rights
        and obligations to be transferred

       

      [insert
        relevant details]

      [Facility
        Office address, fax number and attention details for notices and account
        details
        for payments.]

      


      


      
        	
                [Existing
                  Lender]

                 

                 

                 

              	
                [New
                  Lender]

              
	
                By:_________________________

                Name:

                Title:

              	
              
	 	 


      

       

       

      
        This
          Transfer Certificate is accepted by the Agent and the Transfer Date is
          confirmed
          as [l].



      
        	 	 THE
                ROYAL BANK OF SCOTLAND PLC, as Agent
	 	 
	 	 
	 	 
                
                By:_________________________

                Name:

                Title:

              


      

       

       

      


      
        
          
          

        

        
          113

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        6


       

      FORM
        OF ACCESSION LETTER

      
        


        
          


          
            	
                    To:

                  	
                    The
                      Royal Bank of Scotland plc, as
                      Agent

                  


          

             

        

        
          	
                  From:

                	
                  [Subsidiary]
                    and Eagle Bulk Shipping Inc.

                


        

         

        
          
            
              	
                      Dated:

                    	
                      [l]

                    


            

               

          

        

      

      


      Dear
        Sirs

      


      Eagle
        Bulk Shipping Inc. – $1,600,000,000 Facility Agreement

      dated
        as of October 19, 2007 (the “Agreement”)

      


      


      
        	
                1

              	
                We
                  refer to the Agreement.  This is an Accession
                  Letter.  Terms defined in the Agreement have the same meaning in
                  this Accession Letter unless given a different meaning in this
                  Accession
                  Letter.

              


      

       

      
        	
                2

              	
                [Subsidiary]
                  agrees to become an Additional Guarantor and to be bound by the
                  terms of
                  the Agreement as an Additional Guarantor pursuant to Clause 28.2
                  (Additional Guarantors) of the
                  Agreement.  [Subsidiary] is a [corporation/limited
                  liability company] duly [incorporated/formed] under the laws
                  of [the Republic of the Marshall
                  Islands].

              


      

       

      
        	
                3

              	
                [Subsidiary]
                  hereby further accepts and agrees (a) to be bound by all of the
                  terms and
                  conditions of the Security Interest Deed applicable to a Guarantor,
                  and
                  (b) to the full extent of its interest and with full title guarantee
                  charges the Credit Balances and the Account, and assigns the Assigned
                  Property (as such terms are defined in the Security Interest Deed)
                  upon
                  the terms and conditions set forth in the Security Interest
                  Deed.

              


      

       

      
        	
                4

              	
                [Subsidiary’s]
                  administrative details are as
                  follows:

              


      

       

      Address:                      [l]

       

      Fax
        No:                      
[l]

       

      Attention:                     [l]

       

      
        	
                5

              	
                This
                  Accession Letter shall be governed by, and construed in accordance
                  with,
                  the laws applicable in the State of New York (without regard to
                  conflicts
                  of law principles law).

              


      

       

       

      
        
          
          

        

        
          114

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Accession Letter to
        be duly
        executed and delivered as a Deed as of the date first written
        above.

      


      
        	
                Witness:

                 

                 

                 

                ________________________________

                Name:

              	
                EAGLE
                  BULK SHIPPING INC.

                 

                 

                 

                By:
                  ____________________________

                Name:

                Title:

              
	 	 
	 	 
	
                Witness:

                 

                 

                 

                ________________________________

                Name:

              	
                [SUBSIDIARY]

                 

                 

                 

                By:
                  ____________________________

                Name:

                Title:

              
	 	 
	 	 
	
                Witness:

                 

                ________________________________

                Name:

              	
                THE
                  ROYAL BANK OF SCOTLAND PLC, as Agent

                 

                By:______________________________

                Name:

                Title:

              
	 	 
	 	 
	
                Witness:

                 

                ________________________________

                Name:

              	
                THE
                  ROYAL BANK OF SCOTLAND PLC, as Security Trustee

                 

                By:______________________________

                Name:

                Title:

              
	 	 


      

       

       

      
        
          
          

        

        
          115

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        7

       

      FORM
        OF RESIGNATION LETTER

      
        
          


          
            


            
              	
                      To:

                    	
                      The
                        Royal Bank of Scotland plc, as
                        Agent

                    


            

               

          

          
            	
                    From:

                  	
                    [resigning
                      Obligor] and Eagle Bulk Shipping
                      Inc

                  


          

           

          
            
              
                	
                        Dated:

                      	
                        [l]

                      


              

                 

            

          

        

      

      Dear
        Sirs

      


      Eagle
        Bulk Shipping Inc. – $1,600,000,000 Facility Agreement

      dated
        as of October 19, 2007 (the “Agreement”)


      


      
        	
                1

              	
                We
                  refer to the Agreement.  This is a Resignation
                  Letter.  Terms defined in the Agreement have the same meaning in
                  this Resignation Letter unless given a different meaning in this
                  Resignation Letter.

              


      

       

      
        	
                2

              	
                Pursuant
                  to Clause 28.4 (Resignation of a Guarantor) of the Agreement, we
                  request that [resigning Obligor] be released from its obligations
                  as a Guarantor under the Agreement.

              


      

       

      3           We
        confirm that:

       

      
        	
                (d)

              	
                no
                  Default is continuing or would result from the acceptance of this
                  request;

              


      

       

      
        	
                (e)

              	
                [resigning
                  Obligor] has sold its [Newbuilding (or the relevant Shipbuilding
                  Contract)/Ship] - or - [resigning Obligor]’s Ship has become a
                  Total Loss]; and

              


      

       

      
        	
                (f)

              	
                The
                  Borrower has complied with the provisions of Clause 7.5 (Mandatory
                  Prepayment).

              


      

       

      
        	
                4

              	
                This
                  Resignation Letter shall be governed by, and construed in accordance
                  with,
                  the laws applicable in the State of New York (without regard to
                  conflicts
                  of law principles law).

              


      

       

      
        	
                EAGLE
                  BULK SHIPPING INC.

              	
                [resigning
                  Obligor]

              
	
                 

                 

                By:  _____________________

                Name:

                Title:

              	
                 

                 

                By:  _____________________

                Name:

                Title:

              


      

      


       

      
        
          
          

        

        
          116

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        8

       

      FORM
        OF COMPLIANCE CERTIFICATE

      
        
          


          
            


            
              	
                      To:

                    	
                      The
                        Royal Bank of Scotland plc, as
                        Agent

                    


            

               

          

          
            	
                    From:

                  	
                    Eagle
                      Bulk Shipping Inc.

                  


          

           

          
            
              
                	
                        Dated:

                      	
                        [l]

                      


              

                 

            

          

        

      

      Eagle
        Bulk Shipping Inc. – $1,600,000,000 Facility Agreement

      dated
        as of October 19, 2007 (the “Agreement”)

      


      
        	
                1

              	
                We
                  refer to the Agreement.  This is a Compliance
                  Certificate.  Terms defined in the Agreement have the same
                  meaning in this Compliance Certificate unless given a different
                  meaning in
                  this Compliance Certificate.

              


      

       

      
        	
                2

              	
                The
                  undersigned hereby certifies as of the date hereof that he/she
                  is the
                  Chief Financial Officer of the Borrower, and that, as such, he/she
                  is
                  authorized to execute and deliver this Certificate to the Agent
                  on behalf
                  of the Borrower, and that:

              


      

       

      [Use
        following paragraph (a) for fiscal year-end financial statements]

       

      
        	
                (a)

              	
                Attached
                  hereto as Schedule 1 are the year-end audited financial statements
                  required by Clause 19.1(a) of the Agreement for the fiscal year
                  of the
                  Borrower and its Subsidiaries ended as of the above date, together
                  with
                  the certification of an independent certified public
                  accountant.    Such financial statements fairly
                  present the financial condition, results of operations and cash
                  flows of
                  the Borrower and its Subsidiaries in accordance with GAAP as at
                  such date
                  and for such period, subject only to normal year-end
                  adjustments.

              


      

       

      [Use
        following paragraph (a) for fiscal quarter-end financial
        statements]

       

      
        	
                (a)

              	
                Attached
                  hereto as Schedule 1 are the unaudited financial statements
                  required by Clause 19.1(b) of the Agreement for the fiscal quarter
                  of the
                  Borrower and its Subsidiaries ended as of the above date.  Such
                  financial statements fairly present the financial condition, results
                  of
                  operations and cash flows of the Borrower and its Subsidiaries
                  in
                  accordance with GAAP as at such date and for such period, subject
                  only to
                  normal year-end adjustments.

              


      

       

      
        	
                (b)

              	
                A
                  review of the activities of the Obligors during such fiscal period
                  has
                  been made under the supervision of the undersigned with a view
                  to
                  determining whether during such fiscal period the Obligors performed
                  and
                  observed all their respective obligations under the Finance Documents,
                  and

              


      

       

      [select
        one]

      


      [no
        Default or Event of Default exists on the date of this
        Certificate.]

      


      [or]

       

      
        
          
          

        

        
          117

          
            

          

        

        
          
          

        

      

      


      [the
        following sets forth the details of each Default or Event of Default that
        has
        occurred and is continuing, and the action which the Borrower is taking or
        proposes to take with respect thereto:]

       

      
        	
                3

              	
                As
                  at the date of this Certificate, the Obligors are in compliance
                  with the
                  financial covenants set forth in Clauses 20 (Financial Covenants)
                  and 21 (Security Cover) of the
                  Agreement.

              


      

       

      
        	
                4

              	
                The
                  financial covenant analyses and information set forth on Schedule 2
                  attached hereto are true and accurate on and as of the date of
                  this
                  Certificate.

              


      

       

      IN
        WITNESS WHEREOF, the undersigned has executed this Certificate as of [l].

       

      


      


      


      _______________________________

      [Name]

      Chief
        Financial Officer

      


      


      The
        undersigned, the Chief Executive Officer of the Borrower, hereby certify
        that:

       

      
        	
                1

              	
                [Name]
                  is the duly elected and qualified Chief Financial Officer of the
                  Borrower
                  and the signature above is his/her genuine
                  signature.

              


      

       

      2           The
        certifications made by [Name] above are true and correct.

       

      IN
        WITNESS WHEREOF, the undersigned
        has executed this Certificate as of [l].

       

      


      


      


      _______________________________

      [Name]

      Chief
        Executive Officer

       

       

      
        
          
          

        

        
          118

          
            

          

        

        
          
          

        

      

       

      For
        the Quarter/Year ended ___________________(“Statement Date”)

       

       

      Schedule
        2

      to
        the Compliance Certificate

      


       

      
        	
                I.

              	
                Clause
                  20.1 (Minimum Adjusted Net
                  Worth).

              


      

       

      
        	
                 

              	
                A.

              	
                Adjusted
                  Net Worth at Statement Date:

              


      

       

      
        	
                 

              	
                1.

              	
                Current
                  Assets:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                2.

              	
                plus
                  Tangible Fixed Assets (adjusted for market value of Ships and
                  Newbuildings):

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                3.

              	
                less
                  Consolidated Debt 

              	
                $_______________

              


      

       

      
        	
                 

              	
                4.

              	
                Adjusted
                  Net Worth:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                B.

              	
                Minimum
                  Required Adjusted Net Worth : 

              	
                $300,000,000

              


      

       

      
        	
                II.

              	
                Clause
                  20.2 (Minimum Interest Coverage
                  Ratio).

              


      

       

      
        	
                A.

              	
                EBITDA
                  at Statement Date:

              


      

       

      
        	
                 

              	
                1.

              	
                net
                  income:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                2.

              	
                less
                  income or plus loss from extraordinary or exceptional
                  items: 

              	
                $_______________

              


      

       

      
        	
                 

              	
                3.

              	
                plus
                  interest expense:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                4.

              	
                plus
                  income taxes:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                5.

              	
                plus
                  depreciation and amortization:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                6.

              	
                plus
                  lease and rent expense: 

              	
                $_______________

              


      

       

      
        	
                 

              	
                7.

              	
                Total
                  EBITDA:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                B.

              	
                Gross
                  Interest Expense at Statement Date:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                C.

              	
                Ratio
                  (Line II.A.7  ̧
                  Line
                  II.B):

              	
                
                   
                    _______________

                

              	
                %

              


      

       

      
        	
                 

              	
                D.

              	
                Minimum
                  Required
                  Ratio: 

              	
                200%

              


      

       

       

      
        
          
          

        

        
          119

          
            

          

        

        
          
          

        

      

       

      
        	
                III.

              	
                Clause
                  20.3 (Minimum
                  Liquidity).

              


      

       

      
        	
                 

              	
                A.

              	
                Free
                  Cash at Statement Date:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                B.

              	
                Minimum
                  Required Liquidity at Statement
                  Date:

              


      

       

      
        	
                 

              	
                1.

              	
                Number
                  of Ships owned x $500,000

              	
                
                  $_______________

                

              	 


      

       

      
        	
                IV.

              	
                Clause
                  21 (Security
                  Cover).

              


      

       

      
        	
                 

              	
                A.

              	
                Security
                  Value at Statement Date:

              


      

       

      
        	
                 

              	
                1.

              	
                Market
                  Value of Ships (other than Newbuildings)1:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                2.

              	
                Market
                  Value of Newbuildings1: 

              	
                $_______________

              


      

       

      
        	
                 

              	
                3.

              	
                less
                  amount remaining unpaid under relevant Shipbuilding
                  Contracts 

              	
                $_______________

              


      

       

      
        	
                 

              	
                4.

              	
                plus
                  net realizable value of additional security provided under Clause
                  21.2 of
                  the Agreement:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                5.

              	
                Security
                  Value:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                B.

              	
                Loans
                  and Swap Exposures at Statement Date2:

              	
                
                  $_______________

                

              	 


      

       

      
        	
                 

              	
                C.

              	
                Ratio
                  (Line IV.A.4  ̧
                  Line
                  IV.B):

              	
                
                   
                    _______________ 

                

              	
                %

              


      

       

      
        	
                 

              	
                D.

              	
                Minimum
                  Required
                  Ratio: 

              	
                130%

              


      

       

      

        

      

        
        
          	
                  1

                	
                  Determined
                    on the basis of the most recent valuations delivered pursuant
                    to Clause
                    4.1 (Conditions Precedent to Effectiveness), Clause 4.2
                    (Conditions Precedent to Utilization) or Clause 21.6
                    (Provision of valuations and
                    information).

                


        

         

      

      
        
          	
                  2

                	
                  To
                    be provided by the Agent.

                


        

         

      

       

      
        
          
          

        

        
          120

          
            

          

        

        
          
          

        

      

      SCHEDULE
        9

       

      FORM
        OF CONFIDENTIALITY UNDERTAKING


      
        
          
            


            
              	
                      To:

                    	
                      [Existing
                        Lender/Existing Lender’s
                        Agent/Broker]

                    


            

               

          

          
            	
                    From:

                  	
                    [Potential
                      Purchaser/Purchaser’s
                      agent/broker]

                  


          

           

          
            
              
                	
                        Dated:

                      	
                        [l]

                      


              

                 

            

          

        

      

      Eagle
        Bulk Shipping Inc. – $1,600,000,000 Facility Agreement

      dated
        as of October 19, 2007 (the “Agreement”)

       

      Dear
        Sirs:

       

      We
        are considering [acquiring]1[arranging the acquisition
        of]2 an interest in the Agreement (the
“Acquisition”).  In consideration of you agreeing to
        make available to us certain information, by our signature of this letter
        we
        agree as follows (acknowledged and agreed by you by your signature of a copy
        of
        this letter):

       

      1          Confidentiality
        Undertaking

      


      We
        undertake (a) to keep the Confidential Information confidential and not to
        disclose it to anyone except as provided for by paragraph 2 below and to
        ensure
        that the Confidential Information is protected with security measures and
        a
        degree of care that would apply to our own confidential information, (b)
        to use
        the Confidential Information only for the Permitted Purpose, and (c) to use
        all
        reasonable endeavors to ensure that any person to whom we pass any Confidential
        Information (unless disclosed under paragraph 2[(c)/(d)]3 below)
        acknowledges and complies with the provisions of this letter as if that person
        were also a party to it.

       

      2           Permitted
        Disclosure

      


      You
        agree that we may disclose Confidential Information:

       

      
        	
                 

              	
                (a)

              	
                to
                  members of the Purchaser Group and their officers, directors, employees
                  and professional advisers to the extent necessary for the Permitted
                  Purpose and to any auditors of members of the Purchaser
                  Group;

              


      

       

      
        	
                 

              	
                (b)

              	
                [subject
                  to the requirements of the Agreement, in accordance with the Permitted
                  Purpose so long as any prospective purchaser has delivered a letter
                  to us
                  in equivalent form to this letter;]2

              


      

       

      
        	
              	
                [(b/c)]3

              	
                subject
                  to the requirements of the Agreement, to any person to (or through)
                  whom
                  we assign or transfer (or may potentially assign or transfer) all
                  or any
                  of the rights, benefits and obligations which we may acquire under
                  the
                  Agreement or with (or through) whom we enter into (or may potentially
                  enter into) any sub-participation in relation to, or any other
                  transaction
                  under which payments are to be made by reference to, the Agreement
                  or the
                  Borrower or any member of the Group in each case so long as that
                  person
                  has delivered a letter to us in equivalent form to this letter;
                  and

              


      

       

       
        
          

        

      

      
        
          	
                  1

                	
                  Delete
                    if potential purchaser is acting as broker or
                    agent.

                


        

         

        
          	
                  2

                	
                  Delete
                    if potential purchaser is acting as
                    principal.

                


        

        
           

          
            	
                    3

                  	
                    Delete
                      as applicable.

                  


          

           

        

      

      
        
          
          

        

        
          121

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                [(c/d)]3

              	
                (i)
                  where requested or required by any court of competent jurisdiction
                  or any
                  competent judicial, governmental, supervisory or regulatory body,
                  (ii)
                  where required by the rules of any stock exchange on which the
                  shares or
                  other securities of any member of the Purchaser Group are listed
                  or (iii)
                  where required by the laws or regulations of any country with jurisdiction
                  over the affairs of any member of the Purchaser
                  Group.

              


      

       

      3           Notification
        of Required or Unauthorized Disclosure

      


      We
        agree (to the extent permitted by law and except where disclosure is to be
        made
        to any competent supervisory or regulatory body during the ordinary course
        of
        its supervisory or regulatory function over us) to inform you of the full
        circumstances of any disclosure under paragraph 2[(c)/(d)]3 or upon
        becoming
        aware that Confidential Information has been disclosed in breach of this
        letter.

       

      4           Return
        of Copies

      


      If
        you so request in writing, we shall return all Confidential Information supplied
        by you to us and destroy or permanently erase (to the extent technically
        practicable) all copies of Confidential Information made by us and use all
        reasonable endeavors to ensure that anyone to whom we have supplied any
        Confidential Information destroys or permanently erases (to the extent
        technically practicable) such Confidential Information and any copies made
        by
        them, in each case save to the extent that we or the recipients are required
        to
        retain any such Confidential Information by any applicable law, rule or
        regulation or by any competent judicial, governmental, supervisory or regulatory
        body or in accordance with internal policy, or where the Confidential
        Information has been disclosed under paragraph 2[(c)/(d)]3 above.

       

      5           Continuing
        Obligations

      


      The
        obligations in this letter are continuing and, in particular, shall survive
        the
        termination of any discussions or negotiations between you and
        us.  Notwithstanding the previous sentence, the obligations in this
        letter shall cease on the earlier of (a) the date we become a party to or
        otherwise acquire (by assignment, sub-participation or otherwise) an interest,
        direct or indirect, in the Agreement [and] (b) twelve months after we have
        returned all Confidential Information supplied to us by you and destroyed
        or
        permanently erased (to the extent technically practicable) all copies of
        Confidential Information made by us (other than any such Confidential
        Information or copies which have been disclosed under paragraph 2 above (other
        than sub-paragraph 2(a)) or which, pursuant to paragraph 4 above, are not
        required to be returned or destroyed) [and (c) in any event [l] months from
        the date
        of this letter].

       

      6           No
        Representation; Consequences of Breach, etc

      


      We
        acknowledge and agree that:

       

      
        	
                 

              	
                (a)

              	
                neither
                  you, [nor your principal]4nor
                  any member of the Group nor any of your or their respective officers,
                  employees or advisers (each a “Relevant Person”) (i) make any
                  representation or warranty, express or implied, as to, or assume
                  any
                  responsibility for, the accuracy, reliability or
                  

              


      

       

       

      
        
          

        

        4       Delete
          if letter is addressed to the Existing Lender rather than the Existing
          Lender’s
          broker or agent.

      

       

      
        
          
          

        

        
          122

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                   

                	
                   

                	
                  completeness
                    of any of the Confidential Information or any other information
                    supplied
                    by you or the assumptions on which it is based or (ii) shall
                    be under any
                    obligation to update or correct any inaccuracy in the Confidential
                    Information or any other information supplied by you or be otherwise
                    liable to us or any other person in respect to the Confidential
                    Information or any such information;
                    and

                


        

         

      

      
        	
                 

              	
                (b)

              	
                you
                  [or your principal]4 or
                  members of the Group may be irreparably harmed by the breach of
                  the terms
                  hereof and damages may not be an adequate remedy; each Relevant
                  Person may
                  be granted an injunction or specific performance for any threatened
                  or
                  actual breach of the provisions of this letter by
                  us.

              


      

       

      7           No
        Waiver; Amendments, etc

      


      This
        letter sets out the full extent of our obligations of confidentiality owed
        to
        you in relation to the information the subject of this letter.  No
        failure or delay in exercising any right, power or privilege hereunder will
        operate as a waiver thereof nor will any single or partial exercise of any
        right, power or privilege preclude any further exercise thereof or the exercise
        of any other right, power or privileges hereunder.  The terms of this
        letter and our obligations hereunder may only be amended or modified by written
        agreement between us.

       

      8           Inside
        Information

      


      We
        acknowledge that some or all of the Confidential Information is or may be
        price-sensitive information and that the use of such information may be
        regulated or prohibited by applicable legislation including securities law
        relating to insider dealing and market abuse and we undertake not to use
        any
        Confidential Information for any unlawful purpose.

       

      9           Nature
        of Undertakings

      


      The
        undertakings given by us under this letter are given to you and (without
        implying any fiduciary obligations on your part) are also given for the benefit
        of [your principal,]4 the Borrower
        and
        each other member of the Group.

       

      10         Third
        Party Rights

      


      
        	
                 

              	
                (a)

              	
                Subject
                  to this paragraph 10 and to paragraphs 6 and 9, a person who is
                  not a
                  party to this letter has no right to enforce or to enjoy the benefit
                  of
                  any term of this letter.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  Relevant Persons may enjoy the benefit of and rely on the terms
                  of
                  paragraphs 6 and 9 subject to and in accordance with this
                  paragraph 10.

              


      

       

      
        	
                 

              	
                (c)

              	
                The
                  parties to this letter do not require the consent of the Relevant
                  Persons
                  to rescind or vary this letter at any
                  time.

              


      

       

      11        Governing
        Law and Jurisdiction

      


      
        	
                 

              	
                (a)

              	
                This
                  letter (including the agreement constituted by your acknowledgment
                  of its
                  terms) shall be governed by, and construed in accordance with,
                  the laws
                  applicable in the State of New York (without regard to conflicts
                  of laws
                  principles).

              


      

       

      
        
          
          

        

        
          123

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                The
                  parties submit to the non-exclusive jurisdiction of any New York
                  State
                  Court or Federal Court of the United States of America sitting
                  in New York
                  City in any action or proceeding arising out of or relating to
                  this
                  letter.

              


      

       

      12       
        Definitions

      


      In
        this letter (including the acknowledgement set out below) terms defined in
        the
        Agreement shall, unless the context otherwise requires, have the same meaning
        and:

       

      “Confidential
        Information” means any information relating to the Borrower, the Group,
        the Agreement and/or the Acquisition provided to us by you or any of our
        affiliates or advisers, in whatever form, and includes information given
        orally
        and any document, electronic file or any other way of representing or recording
        information which contains or is derived or copied from such information
        but
        excludes information that (a) is or becomes public knowledge other than as
        a
        direct or indirect result of any breach of this letter or (b) is known by
        us
        before the date the information is disclosed to us by you or any of your
        affiliates or advisers or is lawfully obtained by us thereafter, other than
        from
        a source which is connected with the Group and which, in either case, as
        far as
        we are aware, has not been obtained in violation of, and is not otherwise
        subject to, any obligation of confidentiality.

       

      “Permitted
        Purpose” means [subject to the terms of this letter, passing on
        information to a prospective purchaser for the purpose of]2 considering
        and
        evaluating whether to enter into the Acquisition.

       

      “Purchaser
        Group”
means
        us and
any other person that,
        directly or indirectly, controls, is controlled by or is under common control
        with us or is a director or officer of us or such person. For purposes of
        this
        definition, the term “control” (including the terms “controlling”, “controlled
        by” and “under common control with”) of a person means the possession, direct or
        indirect, of the power to vote 50% or more of the voting stock, membership
        or
        partnership interests, or other similar interests of such person or to direct
        or
        cause direction of the management and policies of such person, whether through
        the ownership of voting stock, membership or partnership interests, or other
        similar interests, by contract or otherwise.

       

      Please
        acknowledge your agreement to the above by signing and returning the enclosed
        copy.

       

      Very
        Truly Yours,

       

      [POTENTIAL

      PURCHASER/PURCHASER’S

      AGENT/BROKER]

      


      


      By:____________________________

      Name:

      Title:

       

      
        
          
          

        

        
          124

          
            

          

        

        
          
          

        

      

      

 

      To:           [Potential
        Purchaser/Purchaser’s Agent/Broker]

      We
        acknowledge and agree to the above:

      


      [EXISTING
        LENDER/EXISTING LENDER’S
        AGENT/BROKER]

      


      


      By:____________________________

      Name:

      Title:

      


      
        
          
          

        

        
          125

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        10

       

      TIMETABLES

       

      
        	 	 	 
	
                Delivery
                  of a duly completed Utilization Request (Clause5.1 (Delivery of a
                  Utilization Request))

              	
                 

              	 
                
                Not
                  later than 11.00 a.m. London time 3 Business Days before the relevant
                  Utilization Date

              
	
                Delivery
                  of a duly completed Selection Notice (Clause 9.1 (Selection of
                  Interest Periods))

              	
                 

              	 
                
                Not
                  later than 11.00 a.m. London time 5 Business Days before relevant
                  Interest
                  Period

              
	
                LIBOR
                  is fixed

              	
                 

              	 
                
                Quotation
                  Day as of 11:00 a.m. London
                  time

              


      

      


       

       

      
        
          
          

        

        
          126

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        11

       

      FORM
        OF DESIGNATION NOTICE

       

      
        
          


          
            


            
              	
                      To:

                    	
                      The
                        Royal Bank of Scotland plc, as
                        Agent

                    


            

               

          

          
            	
                    From:

                  	
                    Eagle
                      Bulk Shipping Inc

                  


          

           

          
            
              
                	
                        Dated:

                      	
                        [l]

                      


              

                 

            

          

        

      

      
        Dear
          Sirs

      

      


      Eagle
        Bulk Shipping Inc. – $1,600,000,000 Facility Agreement

      dated
        as of October 19, 2007 (the “Agreement”)

      


      


      
        	
                1

              	
                We
                  refer to the Agreement.  This is a Designation
                  Notice.  Terms defined in the Agreement have the same meaning in
                  this Designation Notice unless given a different meaning in this
                  Designation Notice.

              


      

       

      
        	
                2

              	
                Pursuant
                  to the Master Agreement dated [l]
                  between
                  ourselves and [Swap Bank], we have entered into a Confirmation
                  delivered pursuant to the said Master Agreement dated [l]
                  and addressed by
                  [Swap Bank] to us.

              


      

       

      
        	
                3

              	
                In
                  accordance with the terms of the Agreement, we hereby give you
                  notice of
                  the said Confirmation and hereby confirm that the Transaction evidenced
                  by
                  it will be designated as a “Designated Transaction” for the purposes of
                  the Agreement and the Finance
                  Documents.

              


      

       

      EAGLE
        BULK SHIPPING INC.

      


      


      


      By:  _______________________

      Name:

      Title:

       

       

      
        
          
          

        

        
          127

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        12

       

      DETAILS
        OF EXISTING SHIPS, NEWBUILDINGS AND APPROVED CHARTERS

       

      PART
        I

      


      EXISTING
        SHIPS

      


      


      
        	
                Name
                  of Vessel

              	
                Official
                  Number

              	
                Name
                  of Owner

              
	
                CARDINAL

              	
                2349

              	
                Cardinal
                  Shipping LLC

              
	
                CONDOR

              	
                2238

              	
                Condor
                  Shipping LLC

              
	
                FALCON

              	
                2239

              	
                Falcon
                  Shipping LLC

              
	
                GRIFFON

              	
                2351

              	
                Griffon
                  Shipping LLC

              
	
                HARRIER

              	
                2240

              	
                Harrier
                  Shipping LLC

              
	
                HAWK
                  1

              	
                2237

              	
                Hawk
                  Shipping LLC

              
	
                HERON

              	
                2489

              	
                Heron
                  Shipping LLC

              
	
                JAEGER

              	
                2659

              	
                Jaeger
                  Shipping LLC

              
	
                KESTREL
                  I

              	
                2658

              	
                Kestrel
                  Shipping LLC

              
	
                KITE

              	
                2352

              	
                Kite
                  Shipping LLC

              
	
                KITTIWAKE

              	
                2882

              	
                Kittiwake
                  Shipping LLC

              
	
                MERLIN

              	
                2488

              	
                Merlin
                  Shipping LLC

              
	
                OSPREY
                  I

              	
                2355

              	
                Osprey
                  Shipping LLC

              
	
                PEREGRINE

              	
                2353

              	
                Peregrine
                  Shipping LLC

              
	
                SHRIKE

              	
                2876

              	
                Shrike
                  Shipping LLC

              
	
                SKUA

              	
                2885

              	
                Skua
                  Shipping LLC

              
	
                SPARROW

              	
                2354

              	
                Sparrow
                  Shipping LLC

              
	
                TERN

              	
                2657

              	
                Tern
                  Shipping LLC

              


      

      


      


      
        
          
          

        

        
          128

          
            

          

        

        
          
          

        

      

      


      PART
        II

      


      IHI
        NEWBUILDINGS

      


      
        	
                Hull
                  Number

              	
                Name
                  of Owner

              
	
                3274

              	
                Crested
                  Eagle Shipping LLC

              
	
                3273

              	
                Crowned
                  Eagle Shipping LLC

              
	
                3259

              	
                Golden
                  Eagle Shipping LLC

              
	
                3260

              	
                Imperial
                  Eagle Shipping LLC

              
	
                3283

              	
                Stellar
                  Eagle Shipping LLC

              


      

      


       

      
 

      
        
          
          

        

        
          129

          
            

          

        

        
          
          

        

      

      


      PART
        III

      


      TARGET
        NEWBUILDINGS

      


      
        	
                Yangzhou
                  Dayang Shipbuilding Co., Ltd. Hull No.

              	
                Name
                  of Owner

              
	
                3022

              	
                Agali
                  Shipping S.A.

              
	
                117

              	
                Avlona
                  Shipping S.A.

              
	
                118

              	
                Delfini
                  Shipping S.A.

              
	
                3018

              	
                Drosato
                  Shipping S.A.

              
	
                3016

              	
                Fountana
                  Shipping S.A.

              
	
                3010

              	
                Kampia
                  Shipping S.A.

              
	
                115

              	
                Kofina
                  Shipping S.A.

              
	
                3040

              	
                Marmaro
                  Shipping S.A.

              
	
                3009

              	
                Mesta
                  Shipping S.A.

              
	
                3024

              	
                Mylos
                  Shipping S.A.

              
	
                3042

              	
                Anemi
                  Maritime Services S.A.

              
	
                3012

              	
                Nenita
                  Shipping S.A.

              
	
                3014

              	
                Olympi
                  Shipping S.A.

              
	
                121

              	
                Pelineo
                  Shipping S.A.

              
	
                3007

              	
                Pyrgi
                  Shipping S.A.

              
	
                3035

              	
                Rahi
                  Shipping S.A.

              
	
                3020

              	
                Sirikari
                  Shipping S.A.

              
	
                122

              	
                Spilia
                  Shipping S.A.

              
	
                3039

              	
                Petrel
                  Shipping LLC

              
	
                3044

              	
                Puffin
                  Shipping LLC

              
	
                3051

              	
                Raptor
                  Shipping LLC

              
	
                3045

              	
                Roadrunner
                  Shipping LLC

              
	
                3053

              	
                Saker
                  Shipping LLC

              
	
                3047

              	
                Sandpiper
                  Shipping LLC

              
	
                3049

              	
                Snipe
                  Shipping LLC

              
	
                3050

              	
                Swift
                  Shipping LLC

              


      

       

       

      
        
          
          

        

        
          130

          
            

          

        

        
          
          

        

      

       

      PART
        IV

      


      APPROVED
        CHARTERS

      


      
        	
                Hull

              	
                Name
                  of Charterer

              	
                Name
                  of Owner

              	
                Date
                  of Charter

              
	 	 	 	 
	
                3022

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                04/17/07

              
	 	 	 	 
	
                118

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                02/27/07

              
	 	 	 	 
	
                3018

              	
                Lauritzen
                  Bulkers A/S of Copenhagen

              	
                To
                  be designated by Anemi Maritime Services

              	
                04/30/07

              
	 	 	 	 
	
                3016

              	
                Lauritzen
                  Bulkers A/S of Copenhagen

              	
                To
                  be designated by Anemi Maritime Services

              	
                04/30/07

              
	 	 	 	 
	
                3010

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                02/01/07

              
	 	 	 	 
	
                115

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                02/01/07

              
	 	 	 	 
	
                [3040]

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                04/23/07

              
	 	 	 	 
	
                3009

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                02/01/07

              
	 	 	 	 
	
                [3024]

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                04/23/07

              
	 	 	 	 
	
                [3042]

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                04/23/07

              
	 	 	 	 
	
                3012

              	
                Lauritzen
                  Bulkers A/S of Copenhagen

              	
                To
                  be designated by Anemi Maritime Services

              	
                04/30/07

              
	 	 	 	 
	
                3014

              	
                Lauritzen
                  Bulkers A/S of Copenhagen

              	
                To
                  be designated by Anemi Maritime Services

              	
                04/30/07

              
	 	 	 	 
	
                121

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                04/17/07

              
	 	 	 	 
	
                3007

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                02/01/07

              
	 	 	 	 
	
                [3035]

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                04/23/07

              
	 	 	 	 
	
                3020

                 

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                04/17/07

              


      

       

       

      
        
          
          

        

        
          131

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  Hull

                	
                  Name
                    of Charterer

                	
                  Name
                    of Owner

                	
                  Date
                    of Charter

                
	 


        

      

      
        	 	 	 	 
	
                122

              	
                Korea
                  Line Corporation of Seoul, Korea

              	
                To
                  be designated by Anemi Maritime Services

              	
                02/27/07

              
	 	 	 	 
	 	 	 	 
	
                3039

              	
                Lauritzen
                  Bulkers A/S of Copenhagen

              	
                To
                  be designated by Anemi Maritime Services

              	
                05/11/07

              
	 	 	 	 
	
                3044

              	
                Lauritzen
                  Bulkers A/S of Copenhagen

              	
                To
                  be designated by Anemi Maritime Services

              	
                05/11/07

              
	 	 	 	 
	
                3045

              	
                Lauritzen
                  Bulkers A/S of Copenhagen

              	
                To
                  be designated by Anemi Maritime Services

              	
                05/11/07

              
	 	 	 	 
	
                3047

              	
                Lauritzen
                  Bulkers A/S of Copenhagen

              	
                To
                  be designated by Anemi Maritime Services

              	
                05/11/07

              
	 	 	 	 


      

       

       

       

      
        
          
          

        

        
          132

          
            

          

        

        
          
          

        

      

      SCHEDULE
        13

       

      FORM
        OF SWAP BANK ACCESSION LETTER


      
        
          
            
              


              
                	
                        To:

                      	
                        The
                          Royal Bank of Scotland plc, as
                          Agent

                      


              

                 

            

            
              	
                      From:

                    	
                        [New
                        Swap Bank] and The Royal Bank of Scotland plc, as Original Swap
                        Bank

                    


            

             

            
              
                
                  	
                          Dated:

                        	
                          [l]

                        


                

                   

              

            

          

        

        
          Dear
            Sirs

        



      
        Eagle
          Bulk Shipping Inc. – $1,600,000,000 Facility
          Agreement

      

      dated
        as of October 19, 2007 (the “Agreement”)

      


      


      
        	
                1

              	
                We
                  refer to the Agreement.  This is a Swap Bank Accession
                  Letter.  Terms defined in the Agreement have the same meaning in
                  this Swap Bank Accession Letter unless given a different meaning
                  in this
                  Accession Letter.

              


      

       

      
        	
                2

              	
                [New
                  Swap Bank] agrees to become a New Swap Bank and to be bound by the
                  terms of the Agreement as a New Swap Bank pursuant to Clause 27.8
                  (New
                  Swap Banks) of the Agreement.

              


      

       

      
        	
                3

              	
                A
                  copy of the Master Agreement made between the Borrower and [New
                  Swap Bank]
                  is attached hereto.

              


      

       

      
        	
                4

              	
                [New
                  Swap Bank’s] administrative details are as
                  follows:

              


      

       

      Address:                      [l]

       

      Fax
        No:                     
 [l]

       

      Attention:                     [l]

       

      
        	
                5

              	
                This
                  Accession Letter shall be governed by, and construed in accordance
                  with,
                    the laws applicable in the State of New York (without regard
                  to conflicts
                  of law principles law).

              


      

       

      
        	 	 
	
                [NEW
                  SWAP BANK]

                 

                 

                By:
                  ____________________________

                Name:

                Title:

              	
                THE
                  ROYAL BANK OF SCOTLAND PLC, as Original Swap Bank

                 

                 

                By:______________________________

                Name:

                Title:

              


      

      


       

      
        
          
          

        

        
          133

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        14

       

      ERISA

       

      None.

       

       

       

      
        
          
          

        

        
          134

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        15


       

      ADVANCES
        OUTSTANDING UNDER

      ORIGINAL
        CREDIT AGREEMENT AS OF OCTOBER 19, 2007

      


       

      
        	
                Principal
                  Amount of Advance

              	 	
                Current
                  Interest Period

              
	
                130,000,000.00

              	 	
                17-Sep-07
                  to 17-Oct-07

              
	 	 	 
	
                84,800,000.00

              	 	
                17-Sep-07
                  to 17-Oct-07

              
	 	 	 
	
                25,048,118.04

              	 	
                6-Sep-07
                  to 06-Dec-07

              
	 	 	 
	
                25,776,442.92

              	 	
                12-Oct-07
                  to 15-Nov-07

              
	 	 	 
	
                36,752,038.00

              	 	
                03-Aug-07
                  to 05-Nov-07

              
	 	 	 
	
                202,340,000.00

              	 	
                15-Aug-07
                  to 15-Nov-07

              
	 	 	 
	
                10,995,000.00

              	 	
                15-Aug-07
                  to 15-Nov-07

              
	 	 	 
	
                6,630,000.00

              	 	
                19-Sep-07
                  to 19-Oct-07

              
	 	 	 
	
                5,497,500.00

              	 	
                19-Sep-07
                  to 19-Oct-07

              


      

       

       

       

       

      
        
          
          

        

        
          135

          
            

          

        

        
          
          

        

      

       

      SIGNATORIES

       

      


       

      
        	
                 

                 

                Address
                  for notices:

                 

                c/o
                  Eagle Shipping International (USA) LLC

                477
                  Madison Avenue, Suite 1405

                New
                  York, New York 10022

                Fax
                  Number: +1 212 785 3311

                Attention:   Sophocles
                  Zoullas

              	
                BORROWER

                 

                EAGLE
                  BULK SHIPPING INC.

                 

                 

                By:        /s/
                  Alan Ginsberg  

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                ORIGINAL
                  GUARANTORS

                 

                CARDINAL
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                CONDOR
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                CRESTED
                  EAGLE SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                  

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                CROWNED
                  EAGLE SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan Ginsberg      

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              


      

       

       

      
        
          
          

        

        
          136

          
            

          

        

        
          
          

        

      

       

      
 

      
        	 	
                FALCON
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg              

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                GOLDEN
                  EAGLE SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                      

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                GRIFFON
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg        

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                HARRIER
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan Ginsberg      

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                HAWK
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan Ginsberg   

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

              


      

       

       

      
        
          
          

        

        
          137

          
            

          

        

        
          
          

        

      

       

      
        	 	
                HERON
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg            

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                IMPERIAL
                  EAGLE SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg             

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                JAEGER
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg               

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                KESTREL
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg         

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                KITE
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan Ginsberg    

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              


      

       

      
 

      
        
          
          

        

        
          138

          
            

          

        

        
          
          

        

      

      


      
        	 	
                KITTIWAKE
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan Ginsberg    

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                MERLIN
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan Ginsberg  

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                OSPREY
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:       /s/
                  Alan Ginsberg     

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                PEREGRINE
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:       /s/
                  Alan Ginsberg      

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                SHRIKE
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan Ginsberg

                     
Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              


      

       

       

      
        
          
          

        

        
          139

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                SKUA
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                   

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                SPARROW
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:         /s/
                  Alan
                  Ginsberg                                                      

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                STELLAR
                  EAGLE SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                                    

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                TERN
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                                        

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                PETREL
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:         /s/
                  Alan
                  Ginsberg                                    

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              


      

       

       

      
        
          
          

        

        
          140

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                PUFFIN
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                                 

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                RAPTOR
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                          

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                ROADRUNNER
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                     

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                SAKER
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                          

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                SANDPIPER
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                      

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              


      

       

       

      
        
          
          

        

        
          141

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                SNIPE
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                         

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                SWIFT
                  SHIPPING LLC

                By:  Eagle
                  Bulk Shipping Inc.,

                as
                  sole
                  member

                 

                By:        /s/
                  Alan
                  Ginsberg                     

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                AGALI
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                            

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                AVLONA
                  SHIPPING S.A.

                 

                 

                By:       
                  /s/ Alan
                  Ginsberg        

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                DELFINI
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                       

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                DROSATO
                  SHIPPING S.A.

                 

                 

                By:       
                  /s/ Alan
                  Ginsberg                         

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              


      

       

       

      
        
          
          

        

        
          142

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                FOUNTANA
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                    

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                KAMPIA
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                     

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                KOFINA
                  SHIPPING S.A.

                 

                 

                By:       
                  /s/ Alan
                  Ginsberg                     

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                MARMARO
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                       

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                MESTA
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                            

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                MYLOS
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                           

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                NAGOS
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                     

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

              


      

       

       

      
        
          
          

        

        
          143

          
            

          

        

        
          
          

        

      

       

      
        	 	
                NENITA
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan Ginsberg       

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                OLYMPI
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                      

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                PELINEO
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                  

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                PYRGI
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                   

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                RAHI
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                       

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                SIRIKARI
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                 

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              
	 	
                SPILIA
                  SHIPPING S.A.

                 

                 

                By:        /s/
                  Alan
                  Ginsberg                       

                Alan
                  Ginsberg

                Chief
                  Financial
                  Officer

                 

              


      

       

       

      
        
          
          

        

        
          144

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 

                 

                Address
                  for notices:

                 

                The
                  Royal Bank of Scotland plc

                Shipping
                  Business Centre

                5-10
                  Great Tower Street

                London
                  EC3P 3HX

                United
                  Kingdom

                 

                Fax
                  Number: +44 207 085 7142

                Attention:   Ship
                  Finance Portfolio Management

              	
                ARRANGER
                  AND BOOKRUNNER

                 

                THE
                  ROYAL BANK OF SCOTLAND PLC

                 

                 

                 

                By:                   /s/
                  Leo
                  Chang                                             

                Leo
                  Chang

                Attorney-in-Fact

              
	
                 

                 

                Address
                  for notices:

                 

                The
                  Royal Bank of Scotland plc

                Shipping
                  Business Centre

                5-10
                  Great Tower Street

                London
                  EC3P 3HX

                United
                  Kingdom

                 

                Fax
                  Number: +44 207 085 7142

                Attention:   Ship
                  Finance Portfolio Management

              	
                ORIGINAL
                  LENDER

                 

                THE
                  ROYAL BANK OF SCOTLAND PLC

                 

                 

                 

                By:                     /s/
                  Leo
                  Chang                        
                   

                                      Leo
                  Chang

                Attorney-in-Fact

                 

              
	
                 

                 

                Address
                  for notices:

                 

                The
                  Royal Bank of Scotland plc

                c/o
                  RBS Global Banking & Markets

                280
                  Bishopsgate

                London
                  EC2M 4RB

                United
                  Kingdom

                 

                Fax
                  Number: +44 207 085 5050

                Attention:   Swaps
                  Administration

              	
                ORIGINAL
                  SWAP BANK

                 

                THE
                  ROYAL BANK OF SCOTLAND PLC

                 

                 

                 

                By:                   /s/
                  Leo
                  Chang                                                   

                Leo
                  Chang

                Attorney-in-Fact

                 

              


      

       

       

       

      
        
          
          

        

        
          145

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 

                 

                Address
                  for notices:

                 

                in
                  respect of operational matters (such as drawdowns, interest rate
                  fixing,
                  interest/fee calculations and payments)

                 

                The
                  Royal Bank of Scotland plc

                Level
                  3

                21⁄2
                  Devonshire Square

                London
                  EC2M 4XJ

                United
                  Kingdom

                Fax
                  Number +44 207 615 7673

                Attention:  Loans
                  Administration/LAU

                 

                in
                  respect of non-operational matters (such as documentation, covenant
                  compliance, covenants and waivers etc.)

                 

                The
                  Royal Bank of Scotland plc

                Shipping
                  Business Centre

                5-10
                  Great Tower Street

                London
                  EC3P 3HX

                United
                  Kingdom

                Fax
                  Number +44 207 085 7142

                Attention:  Ship
                  Finance Portfolio Management

                 

              	
                AGENT

                 

                THE
                  ROYAL BANK OF SCOTLAND PLC

                 

                 

                 

                By:                    /s/
                  Leo
                  Chang                                   

                Leo
                  Chang

                Attorney-in-Fact

                 

              
	 	 
	
                 

                 

                Address
                  for notices:

                 

                The
                  Royal Bank of Scotland plc

                Level
                  5

                135
                  Bishopsgate

                London
                  EC2M 3UR

                United
                  Kingdom

                Fax
                  Number +44 207 085 4564

                Attention:  Syndicated
                  Loans Agency

              	
                SECURITY
                  TRUSTEE

                 

                THE
                  ROYAL BANK OF SCOTLAND PLC

                 

                By:                   /s/
                  Leo
                  Chang                   
                          

                Leo
                  Chang

                Attorney-in-Fact

              


      

       

       

       

      
146